Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Aug. 31, 2022 | Oct. 31, 2022 | Feb. 28, 2022 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --08-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Period End Date | Aug. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-11107 | ||
Entity Registrant Name | Franklin Covey Co. | ||
Entity Incorporation, State or Country Code | UT | ||
Entity Tax Identification Number | 87-0401551 | ||
Entity Address, Address Line One | 2200 West Parkway Boulevard | ||
Entity Address, City or Town | Salt Lake City | ||
Entity Address, State or Province | UT | ||
Entity Address, Postal Zip Code | 84119-2331 | ||
City Area Code | 801 | ||
Local Phone Number | 817-1776 | ||
Title of 12(b) Security | Common Stock, $.05 Par Value | ||
Trading Symbol | FC | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 13,896,516 | ||
Entity Public Float | $ 502.7 | ||
Documents Incorporated By Reference | Parts of the Registrant's Definitive Proxy Statement for the Annual Meeting of Shareholders, which is scheduled to be held on January 20, 2023, are incorporated by reference in Part III of this Form 10-K. | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000886206 | ||
Auditor Firm ID | 34 | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Location | Salt Lake City, Utah |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 60,517 | $ 47,417 |
Accounts receivable, less allowance for doubtful accounts of $4,492 and $4,643 | 72,561 | 70,680 |
Inventories | 3,527 | 2,496 |
Prepaid expenses | 4,711 | 3,252 |
Other current assets | 14,567 | 12,863 |
Total current assets | 155,883 | 136,708 |
Property and equipment, net | 9,798 | 11,525 |
Intangible assets, net | 44,833 | 50,097 |
Goodwill | 31,220 | 31,220 |
Deferred income tax assets | 4,686 | 4,951 |
Other long-term assets | 12,735 | 15,153 |
Total assets | 259,155 | 249,654 |
Current liabilities: | ||
Current portion of notes payable | 5,835 | 5,835 |
Current portion of financing obligation | 3,199 | 2,887 |
Accounts payable | 10,864 | 6,948 |
Deferred subscription revenue | 85,543 | 74,772 |
Other deferred revenue | 14,150 | 11,117 |
Accrued liabilities | 34,205 | 34,980 |
Total current liabilities | 153,796 | 136,539 |
Notes payable, less current portion | 7,268 | 12,975 |
Financing obligation, less current portion | 7,962 | 11,161 |
Other liabilities | 7,116 | 8,741 |
Deferred income tax liabilities | 199 | 375 |
Total liabilities | 176,341 | 169,791 |
Commitments and contingencies (Note 9) | ||
Shareholders’ equity: | ||
Common stock, $.05 par value; 40,000 shares authorized, 27,056 shares issued | 1,353 | 1,353 |
Additional paid-in capital | 220,246 | 214,888 |
Retained earnings | 82,021 | 63,591 |
Accumulated other comprehensive income (loss) | (542) | 709 |
Treasury stock at cost, 13,203 shares and 12,889 shares | (220,264) | (200,678) |
Total shareholders’ equity | 82,814 | 79,863 |
Total liabilities and shareholders' equity | $ 259,155 | $ 249,654 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Consolidated Balance Sheets [Abstract] | ||
Allowance for doubtful accounts | $ 4,492 | $ 4,643 |
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 | 13,203,000 | 12,889,000 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations And Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Consolidated Statements Of Operations And Comprehensive Income (Loss) [Abstract] | |||
Net sales | $ 262,841 | $ 224,168 | $ 198,456 |
Cost of sales | 60,929 | 51,266 | 53,086 |
Gross profit | 201,912 | 172,902 | 145,370 |
Selling, general, and administrative | 159,783 | 144,988 | 129,979 |
Stock-based compensation | 8,286 | 8,617 | (573) |
Restructuring costs | 1,600 | 1,636 | |
Depreciation | 4,903 | 6,190 | 6,664 |
Amortization | 5,266 | 5,006 | 4,606 |
Income from operations | 23,674 | 8,101 | 3,058 |
Interest income | 65 | 73 | 56 |
Interest expense | (1,675) | (2,099) | (2,318) |
Income before income taxes | 22,064 | 6,075 | 796 |
Benefit (provision) for income taxes | (3,634) | 7,548 | (10,231) |
Net income (loss) | $ 18,430 | $ 13,623 | $ (9,435) |
Net income (loss) per share: | |||
Basic | $ 1.30 | $ 0.97 | $ (0.68) |
Diluted | $ 1.27 | $ 0.96 | $ (0.68) |
Weighted average number of common shares: | |||
Basic | 14,147 | 14,090 | 13,892 |
Diluted | 14,555 | 14,143 | 13,892 |
COMPREHENSIVE INCOME (LOSS): | |||
Net income (loss) | $ 18,430 | $ 13,623 | $ (9,435) |
Foreign currency translation adjustments, net of income tax benefits of $176, $11, and $16 | (1,251) | 68 | 372 |
Comprehensive income (loss) | $ 17,179 | $ 13,691 | $ (9,063) |
Consolidated Statements Of Op_2
Consolidated Statements Of Operations And Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Consolidated Statements Of Operations And Comprehensive Income (Loss) [Abstract] | |||
Foreign currency translation adjustments, net of income tax benefits | $ 176 | $ 11 | $ 16 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income (loss) | $ 18,430 | $ 13,623 | $ (9,435) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 10,169 | 11,196 | 11,270 |
Amortization of capitalized curriculum development costs | 3,354 | 3,445 | 3,949 |
Deferred income taxes | 121 | (9,790) | 9,094 |
Stock-based compensation expense | 8,286 | 8,617 | (573) |
Change in the fair value of contingent consideration liabilities | 68 | 193 | (49) |
Amortization of right-of-use operating lease assets | 913 | 1,003 | 331 |
Changes in assets and liabilities, net of effect of acquired businesses: | |||
Decrease (increase) in accounts receivable, net | (2,406) | (14,266) | 17,142 |
Decrease (increase) in inventories | (1,048) | 463 | 552 |
Decrease in receivable from related party | 26 | ||
Increase in prepaid expenses and other assets | (2,692) | (880) | (767) |
Increase (decrease) in accounts payable and accrued liabilities | 4,358 | 14,372 | (5,464) |
Increase in deferred revenue | 14,245 | 19,788 | 2,806 |
Increase (decrease) in income taxes payable/receivable | 138 | 273 | (794) |
Decrease in other liabilities | (1,682) | (1,860) | (525) |
Net cash provided by operating activities | 52,254 | 46,177 | 27,563 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchases of property and equipment | (3,177) | (1,602) | (4,183) |
Capitalized curriculum development costs | (2,154) | (2,504) | (5,082) |
Acquisition of businesses, net of cash acquired | (10,209) | ||
Purchase of note receivable from bank (Note 17) | (2,600) | ||
Net cash used for investing activities | (5,331) | (14,315) | (11,865) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from line of credit borrowings | 14,870 | ||
Payments on line of credit borrowings | (14,870) | ||
Proceeds from term notes payable financing | 5,000 | ||
Principal payments on notes payable | (5,835) | (5,000) | (5,000) |
Principal payments on financing obligation | (2,887) | (2,600) | (2,335) |
Purchases of common stock for treasury | (23,850) | (2,971) | (13,971) |
Payment of contingent consideration liabilities | (1,434) | (1,981) | (1,297) |
Proceeds from sales of common stock held in treasury | 1,336 | 1,073 | 1,046 |
Net cash used for financing activities | (32,670) | (11,479) | (16,557) |
Effect of foreign currency exchange rates on cash and cash equivalents | (1,153) | (103) | 297 |
Net increase (decrease) in cash and cash equivalents | 13,100 | 20,280 | (562) |
Cash and cash equivalents at beginning of the year | 47,417 | 27,137 | 27,699 |
Cash and cash equivalents at end of the year | 60,517 | 47,417 | 27,137 |
Supplemental disclosure of cash flow information: | |||
Cash paid for income taxes | 3,210 | 1,766 | 2,057 |
Cash paid for interest | 1,655 | 2,069 | 2,280 |
Non-cash investing and financing activities: | |||
Purchases of property and equipment financed by accounts payable | $ 529 | $ 399 | 35 |
License rights acquired through royalties payable financing | 4,009 | ||
Use of notes receivable to modify revenue contract (Note 17) | $ 3,246 |
Consolidated Statements Of Chan
Consolidated Statements Of Changes In Shareholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Total |
Beginning balance, shares at Aug. 31, 2019 | 27,056,000 | 13,087,000 | ||||
Beginning balance at Aug. 31, 2019 | $ 1,353 | $ 215,964 | $ 59,403 | $ 269 | $ (194,975) | |
Issuance of common stock from treasury, shares | 291,000 | |||||
Issuance of common stock from treasury | (3,138) | $ 4,184 | ||||
Purchase of common shares for treasury, shares | (400,000) | |||||
Purchase of common shares for treasury | $ (13,971) | |||||
Unvested share award, shares | 21,000 | |||||
Unvested share award | (333) | $ 333 | ||||
Stock-based compensation | (573) | |||||
Cumulative translation adjustments | 372 | $ 372 | ||||
Net income (loss) | (9,435) | (9,435) | ||||
Ending balance, shares at Aug. 31, 2020 | 27,056,000 | 13,175,000 | ||||
Ending balance at Aug. 31, 2020 | $ 1,353 | 211,920 | 49,968 | 641 | $ (204,429) | |
Issuance of common stock from treasury, shares | 405,000 | |||||
Issuance of common stock from treasury | (5,213) | $ 6,286 | ||||
Purchase of common shares for treasury, shares | (147,000) | |||||
Purchase of common shares for treasury | $ (2,971) | |||||
Unvested share award, shares | 28,000 | |||||
Unvested share award | (436) | $ 436 | ||||
Stock-based compensation | 8,617 | |||||
Cumulative translation adjustments | 68 | 68 | ||||
Net income (loss) | 13,623 | 13,623 | ||||
Ending balance, shares at Aug. 31, 2021 | 27,056,000 | (12,889,000) | ||||
Ending balance at Aug. 31, 2021 | $ 1,353 | 214,888 | 63,591 | 709 | $ (200,678) | $ 79,863 |
Issuance of common stock from treasury, shares | 258,000 | 272,060 | ||||
Issuance of common stock from treasury | (2,719) | $ 4,055 | ||||
Purchase of common shares for treasury, shares | (585,000) | (499,411) | ||||
Purchase of common shares for treasury | $ (23,850) | |||||
Unvested share award, shares | 13,000 | |||||
Unvested share award | (209) | $ 209 | ||||
Stock-based compensation | 8,286 | |||||
Cumulative translation adjustments | (1,251) | $ (1,251) | ||||
Net income (loss) | 18,430 | 18,430 | ||||
Ending balance, shares at Aug. 31, 2022 | 27,056,000 | (13,203,000) | ||||
Ending balance at Aug. 31, 2022 | $ 1,353 | $ 220,246 | $ 82,021 | $ (542) | $ (220,264) | $ 82,814 |
Nature Of Operations And Summar
Nature Of Operations And Summary Of Significant Accounting Policies | 12 Months Ended |
Aug. 31, 2022 | |
Nature Of Operations And Summary Of Significant Accounting Policies [Abstract] | |
Nature Of Operations And Summary Of Significant Accounting Policies | 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Franklin Covey Co. (hereafter referred to as we, us, our, or the Company) is a global company specializing in organizational performance improvement. We help individuals and organizations achieve results that require a change in human behavior and our mission is to “enable greatness in people and organizations everywhere.” We have some of the best-known offerings in the training industry, including a suite of individual-effectiveness and leadership-development training and products based on the best-selling books, The 7 Habits of Highly Effective People, The Speed of Trust, The Leader In Me , The Four Disciplines of Execution , and Multipliers , and proprietary content in the areas of Leadership, Execution, Productivity, Sales Performance, and Educational improvement. Our offerings are described in further detail at www.franklincovey.com and elsewhere in this report. Through our organizational research and curriculum development efforts, we seek to consistently create, develop, and introduce new services and products that help individuals and organizations achieve their own great purposes. Fiscal Year Our fiscal year ends on August 31 of each year and our fiscal quarters end on the last day of November, February, and May. Unless otherwise noted, references to fiscal years apply to the 12 months ended August 31 of the specified year. Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries, which consist of Franklin Development Corp., and our offices in Japan, China, the United Kingdom, Australia, Germany, Switzerland, and Austria. Intercompany balances and transactions are eliminated in consolidation. Pervasiveness of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, shareholders’ equity, revenues, and expenses. Actual results could differ from those estimates. Cash and Cash Equivalents Some of our cash is deposited with financial institutions located throughout the United States of America and at banks in foreign countries where we operate subsidiary offices, and at times may exceed insured limits. We consider all highly liquid debt instruments with an original maturity date of three months or less to be cash equivalents. We did not hold a significant amount of investments that would be considered cash equivalent instruments at either August 31, 2022 or 2021. Of our $ 60.5 million in cash at August 31, 2022, $ 16.9 million was held outside the U.S. by our foreign subsidiaries. We routinely repatriate cash from our foreign subsidiaries and consider cash generated from foreign activities a key component of our overall liquidity position. Inventories Inventories are stated at the lower of cost or net realizable value, cost being determined using the first-in, first-out method. Elements of cost in inventories generally include raw materials and direct labor. Cash flows from the sale of inventory are included in cash flows provided by operating activities in our consolidated statements of cash flows. Our inventories are comprised primarily of training materials, books, training-related accessories, and consisted of the following (in thousands): AUGUST 31, 2022 2021 Finished goods $ 3,519 $ 2,468 Raw materials 8 28 $ 3,527 $ 2,496 Provision is made to reduce excess and obsolete inventories to their estimated net realizable value. In assessing the valuation of our inventories, we make judgments regarding future demand requirements and compare these estimates with current and committed inventory levels. Inventory requirements may change based on projected customer demand, training curriculum life-cycle changes, and other factors that could affect the valuation of our inventories. Other Current Assets Significant components of our other current assets were as follows (in thousands): AUGUST 31, 2022 2021 Deferred commissions $ 12,598 $ 10,991 Other current assets 1,969 1,872 $ 14,567 $ 12,863 We defer commission expense on subscription-based sales and recognize the commission expense with the recognition of the corresponding revenue. Property and Equipment Property and equipment are recorded at cost. Depreciation expense, which includes depreciation on our corporate campus that is accounted for as a financing obligation (Note 7), is calculated using the straight-line method over the lesser of the expected useful life of the asset or the contracted lease period. We generally use the following depreciable lives for our major classifications of property and equipment: Description Useful Lives Buildings 20 years Machinery and equipment 5 – 7 years Computer hardware and software 3 – 5 years Furniture, fixtures, and leasehold improvements 5 – 7 years Our property and equipment were comprised of the following (in thousands): AUGUST 31, 2022 2021 Land and improvements $ 1,312 $ 1,312 Buildings 30,038 30,059 Machinery and equipment 543 915 Computer hardware and software 26,030 29,127 Furniture, fixtures, and leasehold improvements 9,287 9,426 67,210 70,839 Less accumulated depreciation ( 57,412 ) ( 59,314 ) $ 9,798 $ 11,525 We expense costs for repairs and maintenance as incurred. Gains and losses resulting from the sale of property and equipment are recorded in income from operations. Depreciation of capitalized subscription portal costs is included in depreciation expense in the accompanying consolidated statements of operations and comprehensive income (loss). Impairment of Long-Lived Assets Long-lived tangible assets and finite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We use an estimate of undiscounted future net cash flows of the assets over the remaining useful lives in determining whether the carrying value of the assets is recoverable. If the carrying values of the assets exceed the anticipated future cash flows of the assets, we recognize an impairment loss equal to the difference between the carrying values of the assets and their estimated fair values. Impairment of long-lived assets is assessed at the lowest levels for which there are identifiable cash flows that are independent from other groups of assets. The evaluation of long-lived assets requires us to use estimates of future cash flows. If forecasts and assumptions used to support the realizability of our long-lived tangible and finite-lived intangible assets change in the future, significant impairment charges could result that would adversely affect our results of operations and financial condition. There were no long-lived asset impairment charges during any of the periods presented in this report. Indefinite-Lived Intangible Assets and Goodwill Impairment Testing Intangible assets that are deemed to have an indefinite life and acquired goodwill are not amortized, but rather are tested for impairment on an annual basis or more often if events or circumstances indicate that a potential impairment exists. The Covey trade name intangible asset has been deemed to have an indefinite life. This intangible asset is tested for impairment using qualitative factors or the present value of estimated royalties on trade name related revenues, which consist primarily of training seminars and work sessions, international licensee sales, and related products. Based on the fiscal 2022 evaluation of the Covey trade name, we believe the fair value of the Covey trade name substantially exceeds its carrying value. No impairment charges were recorded against the Covey trade name during the periods presented in this report. Goodwill is recorded when the purchase price for a business acquisition exceeds the estimated fair value of the net tangible and identified intangible assets acquired. We test goodwill for impairment each year on August 31 or upon the occurrence of events or changes in circumstances which indicate that goodwill may be impaired. Goodwill is assigned to our reporting units, which are our operating segments, where discrete financial information is available that is regularly reviewed by management to evaluate segment performance. During the annual impairment testing process, we have the option to first perform a qualitative assessment (commonly referred to as Step Zero) over relative events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value or to perform a quantitative assessment where we estimate the fair value of each reporting unit using both an income and market approach. At August 31, 2022, we completed a Step Zero assessment and concluded there were no indicators of impairment. Refer to Note 5, Intangible Assets and Goodwill for further information on our goodwill. When we perform a quantitative analysis to assess the recoverability of our goodwill, we determine the estimated fair value of each reporting unit and compare it to the carrying value of the reporting unit, including goodwill. If the fair value is less than the carrying value of the net assets and related goodwill, an impairment charge is recognized for the difference. The estimated fair value of each reporting unit is calculated using a combination of the income approach (discounted cash flows) and the market approach (using market multiples derived from a set of companies with comparable market characteristics). The value estimated using a discounted cash flow model is weighted against the estimated value derived from the guideline company market approach method. This market approach method estimates the price reasonably expected to be realized from the sale of the reporting unit based on comparable companies. In developing the discounted cash flow analysis, our assumptions about future revenues and expenses, capital expenditures, and changes in working capital are based on our internal plan and assume a terminal growth rate thereafter. The discounted cash flow analysis is derived from valuation techniques in which one or more significant inputs are not observable and constitute Level 3 fair value measures. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions, and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable, but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. Capitalized Curriculum Development Costs During the normal course of business, we develop training courses and related materials that we sell to our clients. Capitalized curriculum development costs include certain expenditures to develop course materials such as video segments, course manuals, and other related materials. Our capitalized curriculum development spending in fiscal 2022, which totaled $ 2.2 million, was primarily for various Education practice offerings and content for the AAP. Curriculum costs are capitalized when there is a major revision to an existing course that requires a significant re-write of the course materials. Costs incurred to maintain existing offerings are expensed when incurred. In addition, development costs incurred in the research and development of new offerings and software products to be sold, leased, or otherwise marketed are expensed as incurred until economic and technological feasibility has been established. Capitalized development costs are amortized over three - to five -year useful lives, which are based on numerous factors, including expected cycles of major changes to our content. Capitalized curriculum development costs are reported as a component of other long-term assets in our consolidated balance sheets and totaled $ 5.0 million and $ 6.2 million at August 31, 2022 and 2021. Amortization of capitalized curriculum development costs is reported as a component of cost of sales in the accompanying consolidated statements of operations and comprehensive income (loss). Accrued Liabilities Significant components of our accrued liabilities were as follows (in thousands): AUGUST 31, 2022 2021 Accrued compensation $ 20,608 $ 17,955 Other accrued liabilities 13,597 17,025 $ 34,205 $ 34,980 Contingent Consideration Payments from Business Acquisitions Business acquisitions may include contingent consideration payments based on various future financial measures related to the acquired entity. Contingent consideration is required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities based on financial projections of the acquired company and estimated probabilities of achievement. Based on updated estimates and projections, the contingent consideration liabilities are adjusted at each reporting date to their estimated fair value. Changes in fair value subsequent to the acquisition date are reported in selling, general, and administrative expense in our consolidated statements of operations and comprehensive income (loss), and may have a material impact on our operating results. Variations in the fair value of contingent consideration liabilities may result from changes in discount periods or rates, changes in the timing and amount of earnings estimates, and changes in probability assumptions with respect to the likelihood of achieving various payment criteria. Foreign Currency Translation and Transactions The functional currencies of our foreign operations are the reported local currencies. Translation adjustments result from translating our foreign subsidiaries’ financial statements into United States dollars. The balance sheet accounts of our foreign subsidiaries are translated into United States dollars using the exchange rate in effect at the balance sheet dates. Revenues and expenses are translated using average exchange rates for each month during the fiscal year. The resulting translation differences are recorded as a component of accumulated other comprehensive income (loss) in shareholders’ equity. Foreign currency transaction losses totaled $ 0.5 million, $ 0.1 million, and $ 0.1 million for the fiscal years ended August 31, 2022, 2021, and 2020, respectively, and are included as a component of selling, general, and administrative expenses in our consolidated statements of operations and comprehensive income (loss). Revenue Recognition We account for revenue in accordance with Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606) . For further information on revenue recognition, refer to Note 2, Revenue Recognition . Revenue is recognized as the net amount to be received after deducting estimated amounts for discounts and product returns. Stock-Based Compensation We record the compensation expense for all stock-based payments, including grants of stock options and the compensatory elements of our employee stock purchase plan, in our consolidated statements of operations and comprehensive income (loss) based upon their fair values over the requisite service period. For more information on our stock-based compensation plans, refer to Note 12. Shipping and Handling Fees and Costs All shipping and handling fees billed to customers are recorded as a component of net sales. All costs incurred related to the shipping and handling of products are recorded in cost of sales. Advertising Costs Costs for advertising are expensed as incurred. Advertising costs included in selling, general, and administrative expenses totaled $ 4.8 million, $ 4.0 million, and $ 3.3 million for the fiscal years ended August 31, 2022, 2021, and 2020. Restructuring Costs During the fourth quarter of fiscal 2020, we restructured certain information technology, central operations, and marketing functions. We incurred $ 1.6 million of severance costs related to these restructuring activities. At August 31, 2022, we had less than $ 0.1 million of remaining accrued restructuring costs, which are expected to be paid during fiscal 2023. Income Taxes Our income tax provision has been determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred income taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The income tax provision represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred income taxes result from differences between the financial and tax bases of our assets and liabilities and are adjusted for tax rates and tax laws when changes are enacted. A valuation allowance is provided against deferred income tax assets when it is more likely than not that all or some portion of the deferred income tax assets will not be realized. Interest and penalties related to uncertain tax positions are recognized as components of income tax benefit or expense in our consolidated statements of operations and comprehensive income (loss). We may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. We provide for income taxes, net of applicable foreign tax credits, on temporary differences in our investment in foreign subsidiaries, which consist primarily of unrepatriated earnings. Comprehensive Income (Loss) Comprehensive income (loss) includes changes to equity accounts that were not the result of transactions with shareholders. Comprehensive income (loss) is comprised of net income or loss and other comprehensive income and loss items. Our other comprehensive income and losses generally consist of changes in the cumulative foreign currency translation adjustment, net of tax. Accounting Pronouncements Issued and Adopted Income Taxes On September 1, 2021, we adopted Accounting Standards Update (ASU) No. 2019-12, Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes , and clarifies certain aspects of the current guidance to promote consistency among reporting entities. The adoption of ASU 2019-12 did not have a material impact on our consolidated financial statements. Credit Losses on Financial Instruments On September 1, 2020, we adopted ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (Topic 326). This new standard is intended to improve financial reporting by requiring more timely recognition of credit losses on trade accounts receivable and requires the measurement of all expected credit losses based on historical experience, current economic conditions, and reasonable and supportable forecasts. The adoption of this ASU did not have a material impact on our consolidated financial statements and disclosures. For further information on our receivables, refer to Note 4, Accounts Receivable . Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement On September 1, 2020, we adopted ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15). This guidance clarifies the accounting for implementation costs in a cloud computing arrangement that is a service contract and aligns the requirements for capitalizing those costs with the capitalization requirements for costs incurred to develop or obtain internal-use software. The Company adopted ASU 2018-15 on a prospective basis and the adoption of this new standard did not have a material impact on our consolidated financial statements or disclosures. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Aug. 31, 2022 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 2. REVENUE RECOGNTION We earn revenue from contracts with customers primarily through the delivery of our All Access Pass and the Leader in Me membership subscription offerings, through the delivery of training days and training course materials (whether digitally or in person), and through the licensing of rights to sell our content into geographic locations where the Company does not maintain a direct office. We also earn revenues from leasing arrangements that are not accounted for under Topic 606. Returns and refunds are generally immaterial, and we do not have any significant warranty obligations. We recognize revenue upon the transfer of control of promised products and services to customers in an amount equal to the consideration we expect to receive in exchange for those products or services. Although rare, if the consideration promised in a contract includes variable amounts, we evaluate the estimate of variable consideration to determine whether the estimate needs to be constrained. We include the variable consideration in the transaction price only to the extent that it is probable a significant reversal of the amount of cumulative revenue recognized will not occur. The Company determines the amount of revenue to be recognized through application of the following steps: Identification of the contract with a customer Identification of the performance obligations in the contract Determination of the transaction price Allocation of the transaction price to the performance obligations in the contract Recognition of revenue when the Company satisfies the performance obligations Taxes assessed by a government authority that are collected from a customer are excluded from net revenue. Subscription Revenues Subscription revenues primarily relate to the Company’s AAP and the Leader in Me membership offerings. We have determined that it is most appropriate to account for the AAP as a single performance obligation and recognize the associated transaction price ratably over the term of the underlying contract beginning on the commencement date of each contract, which is the date the Company’s platforms and resources are made available to the customer. This determination was reached after considering that our web-based functionality and content, in combination with our intellectual property, each represent inputs that transform into a combined output that represents the intended outcome of the AAP, which is to provide a continuously accessible, customized, and dynamic learning and development solution only accessible through the AAP platform. We typically invoice our customers annually upon execution of the contract or subsequent renewals. Amounts that have been invoiced are recorded in accounts receivable and in unearned revenue or revenue, depending on whether transfer of control has occurred. Our Leader in Me membership offering is bifurcated into a portal membership obligation and a coaching delivery obligation. We have determined that it is appropriate to recognize revenue related to the portal membership over the term of the underlying contract and to recognize revenue from coaching as those services are performed. The combined contract amount is recorded in deferred subscription revenue until the performance obligations are satisfied. Any additional coaching or training days which are contracted independent of a Leader in Me membership are recorded as revenue in accordance with our general policy for services and products as described below. Services and Products We deliver Company-led training days from our offerings, such as The 7 Habits of Highly Effective People , at a customer’s location or live-online based upon a daily consultant rate and a set price for training materials. These revenues are recognized as the training days occur and the services are performed. Customers also have the option to purchase training materials and present our offerings through internal facilitators and not through the use of a Franklin Covey consultant. Revenue is recognized from these product sales when the materials are shipped. Shipping revenues associated with product sales are recorded in revenue with the corresponding shipping cost being recorded as a component of cost of sales. Royalties Our international strategy includes the use of licensees in countries where we do not have a wholly-owned direct office. Licensee companies are unrelated entities that have been granted a license to translate our content and offerings, adapt the content to the local culture, and sell our content in a specific country or region. We recognize revenue on the upfront fees from the sale of a territory to a licensee over the term of the initial contract. Licensees are then required to pay us royalties based upon a percentage of their sales to clients. We recognize royalty income each reporting period based upon the sales information reported to us from our licensees. When sales information is not received from a particular licensee at the end of a reporting period, the Company estimates the amount of royalties to be received for the period that is being reported based upon prior forecasts and historical performance. These estimated royalties are recorded as revenue and are adjusted in the subsequent period. Refer to the disaggregated revenue information presented in Note 16, Segment Information , for our royalty revenues in the fiscal years presented in this report. Contracts with Multiple Performance Obligations We periodically enter into contracts that include multiple performance obligations. A performance obligation is a promise in a contract to transfer products or services that are distinct, or that are distinct within the context of the contract. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied. Determining whether products and services meet the distinct criteria that should be accounted for separately or combined as one unit of accounting requires significant judgment. When determining whether goods and services meet the distinct criteria, we consider various factors for each agreement including the availability of the services and the nature of the offerings and services. We allocate the transaction price to each performance obligation on a relative standalone selling price (SSP) basis. Judgment is required to determine the SSP for each distinct performance obligation. The SSP is the price which the Company would sell a promised product or service separately to a customer. In determining the SSP, we consider the size and volume of transactions, price lists, historical sales, and contract prices. We may modify our pricing from time-to-time in the future, which could result in changes to the SSP. Contract Balances As described above, our subscription revenue is generally recognized ratably over the term of the underlying contract beginning on the commencement date of each agreement. The timing of when these contracts are invoiced, cash is collected, and revenue is recognized impacts our accounts receivable and deferred subscription revenue accounts. We generally bill our clients in advance for subscription offerings or within the month that the training and products are delivered. As such, consideration due to the Company for work performed is included in accounts receivable and we do not have a significant amount of contract assets. Our receivables are generally collected within 30 to 150 days but typically no longer than 12 months. Deferred subscription revenue primarily consists of billings or payments received in advance of revenue being recognized from our subscription offerings. Furthermore, our clients, to expend funds in a particular budget cycle, may prepay for services or products which are a component of our other deferred revenue. Our deferred subscription revenue and our other deferred revenue totaled $ 102.4 million at August 31, 2022 and $ 88.6 million at August 31, 2021, of which $ 2.7 million was classified as components of other long-term liabilities at each of August 31, 2022 and August 31, 2021, respectively. The amount of deferred revenue that was generated from subscription offerings totaled $ 88.1 million at August 31, 2022 and $ 77.0 million at August 31, 2021. During the fiscal years ended August 31, 2022 and 2021, we recognized $ 123.1 million and $ 99.5 million of previously deferred subscription revenue. Remaining Performance Obligations When possible, we enter into multi-year non-cancellable contracts which are invoiced either upon execution of the contract or at the beginning of each annual contract period. Our remaining performance obligation represents contracted revenue that has not yet been recognized, including unearned revenue and unbilled amounts that will be recognized as revenue in future periods. Transaction price is influenced by factors such as seasonality, the average length of the contract term, and the ability of the Company to continue to enter multi-year non-cancellable contracts. At August 31, 2022 we had $ 153.4 million of remaining performance obligations, including $ 88.1 million of deferred revenue related to our subscription offerings. The remaining performance obligation does not include other deferred revenue as amounts included in other deferred revenue include items such as deposits that are generally refundable at the client’s request prior to the satisfaction of the obligation. Costs Capitalized to Obtain Contracts We capitalize the incremental costs of obtaining non-cancellable subscription revenue, primarily from the All Access Pass and the Leader in Me membership offerings. These incremental costs consist of sales commissions paid to our sales force and include the associated payroll taxes and fringe benefits. As the same commission rates are paid annually when the customer renews their contract, the capitalized commission costs are generally amortized ratably on an annual basis consistent with the recognition of the corresponding subscription revenue. At August 31, 2022, we have $ 13.8 million of capitalized direct commissions, of which $ 12.6 million is included in other current assets and $ 1.2 million is in other long-term assets based on the expected recognition of the commission expense. During the fiscal year ended August 31, 2022, we capitalized $ 18.1 million of commission costs to obtain revenue contracts and amortized $ 16.4 million of deferred commissions to selling, general, and administrative expense. At August 31, 2021, we had $ 12.1 million of capitalized direct sales commissions with $ 11.0 million included in other current assets and $ 1.1 million included in other long-term liabilities. Refer to Note 16, Segment Information , to these consolidated financial statements for our disaggregated revenue information. |
Acquisition of Strive Talent, I
Acquisition of Strive Talent, Inc. | 12 Months Ended |
Aug. 31, 2022 | |
Acquisition of Strive Talent, Inc. [Abstract] | |
Acquisition of Strive Talent, Inc. | 3. ACQUISITION OF STRIVE TALENT, INC. On April 26, 2021 (the Closing Date), through our wholly-owned subsidiary Franklin Covey Client Sales, Inc., we purchased all of the issued and outstanding stock of Strive Talent, Inc. (Strive), a San Francisco-based technology company which has developed and markets an innovative learning deployment platform. The Strive platform is expected to enable the seamless integration and deployment of our content, services, technology, and metrics to deliver behavioral impact at scale, primarily through the Company’s All Access Pass subscription. The aggregate consideration for the purchase of Strive may total up to $ 20.0 million and is comprised of the following: Approximately $ 10.6 million paid in cash on the Closing Date of the transaction, including $ 1.0 million placed in escrow for 18 months from the Closing Date to serve as the first source of funds to satisfy certain indemnification obligations of Strive. Approximately $ 4.2 million payable in equal cash payments on the first five anniversaries of the Closing Date (Note 6). The note payable is recorded at present value and accrues interest at 3.6 percent until the amount is paid in full. A maximum of approximately $ 4.2 million may be earned by the former principal owner of Strive over a five-year period ending in May 2026. The total value of this consideration is contingent upon sales and growth of the AAP subscription and subscription services revenues during the five-year period measurement ending in May 2026. The contingent earn out payments are conditional upon the continued employment of former principal owner of Strive over the first four years of the measurement period. These payments may be made in either cash or shares of our common stock at our sole discretion. Approximately $ 1.0 million will be paid 18 months following the Closing Date to stockholders and option holders of Strive who are still employed by the Company or its affiliates as of such 18-month date, subject to certain exceptions. The bonus payments are forfeit by the individuals if they voluntarily terminate their employment with the Company prior to the 18-month anniversary of the purchase. These payments may be made in either cash or shares of our common stock at our sole discretion. As described above, included in the purchase agreement for the acquisition of Strive are additional contingent payments of up to $ 5.2 million subject to continued employment of the primary seller and certain employees. These payments are expensed as earned and may be settled by us, at our sole discretion, in shares of our common stock or cash. Based on the relevant accounting literature for business acquisitions, the initial purchase price of Strive is comprised of the following: Cash paid at closing $ 10,554 Notes payable 3,766 Total purchase price $ 14,320 We have included the operating results of Strive in our financial statements since the Closing Date. However, the acquisition of Strive had an immaterial impact on our results of operations in fiscal 2021 and pro forma financial information for this acquisition was not deemed necessary. For the twelve months ended December 31, 2020, Strive had revenues of $ 1.3 million (unaudited) and an operating loss of $( 1.1 ) million (unaudited). Strive does not meet the definition of a significant subsidiary as specified by Regulation S-X of the Securities and Exchange Commission. The major classes of assets and liabilities to which we have allocated the purchase price were as follows (in thousands): Cash acquired $ 345 Accounts receivable 154 Prepaid and other current assets 56 Property and equipment 13 Intangible assets 7,976 Goodwill 7,000 Assets acquired 15,544 Deferred revenue ( 52 ) Accrued liabilities ( 135 ) Deferred income tax liability ( 1,037 ) Notes payable, current portion ( 835 ) Notes payable, less current portion ( 2,931 ) Liabilities assumed ( 4,990 ) $ 10,554 The allocation of the purchase price to the intangible assets acquired was as follows (in thousands): Weighted Average Description Amount Life Non-compete agreements $ 171 2 years Content 389 5 years Customer relationships 764 3 years Tradename 889 5 years Internally developed software 5,763 8 years $ 7,976 7 years The goodwill generated by the Strive acquisition is primarily attributable to the technology, content, and software development capabilities that complement our existing AAP subscription and was allocated to our operating segments based on relative fair value. None of the goodwill or intangible assets generated by the acquisition of Strive are expected to be deductible for income tax purposes. Acquisition costs totaled $ 0.3 million and were recorded in selling, general, and administrative expense in the accompanying consolidated statement of operations and comprehensive income (loss) for the fiscal year ended August 31, 2021. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Aug. 31, 2022 | |
Accounts Receivable [Abstract] | |
Accounts Receivable | 4. ACCOUNTS RECEIVABLE Our trade accounts receivable are recorded at net realizable value, which includes an allowance for estimated credit losses as described in Note 1, Nature of Operations and Summary of Significant Accounting Policies . Under the guidance found in ASC Topic 326, the “expected credit loss” model replaced the previous “incurred loss” model and requires consideration of a broader range of information to estimate expected credit losses over the lives of our trade accounts receivable. Our prior methodology for estimating credit losses on our trade accounts receivable did not differ significantly from the new requirements of Topic 326, which was adopted in fiscal 2021. We maintain an allowance for credit losses related to our trade accounts receivable for future expected credit losses resulting from the inability or unwillingness of our customers to make required payments. We estimate the allowance based upon historical bad debts, current customer receivable balances, age of customer receivable balances, and the customers’ financial condition in relation to a representative pool of assets consisting of customers with similar risk characteristics. The allowance is adjusted as appropriate to reflect differences in current conditions as well as changes in forecasted macroeconomic conditions. Receivables that do not share risk characteristics are evaluated on an individual basis, including those associated with customers that have a higher probability of default. Our estimate of credit losses includes expected current and future economic and market conditions related to the ongoing COVID-19 pandemic. We do not have a significant amount of notes or other receivables. The following schedule provides a reconciliation of the activity in our allowance for estimated credit losses during the periods indicated (in thousands): YEAR ENDED AUGUST 31, 2022 2021 2020 Beginning balance $ 4,643 $ 4,159 $ 4,242 Charged to costs and expenses 306 1,553 2,023 Deductions ( 457 ) ( 1,069 ) ( 2,106 ) Ending balance $ 4,492 $ 4,643 $ 4,159 Deductions on the foregoing table represent the write-off of amounts deemed uncollectible during the fiscal year presented. Recoveries of amounts previously written off were insignificant for the periods presented. No customer accounted for more than 10 percent of our sales or accounts receivable in any year presented. |
Intangible Assets And Goodwill
Intangible Assets And Goodwill | 12 Months Ended |
Aug. 31, 2022 | |
Intangible Assets And Goodwill [Abstract] | |
Intangible Assets And Goodwill | 5. INTANGIBLE ASSETS AND GOODWILL Intangible Assets Our intangible assets were comprised of the following (in thousands): Gross Carrying Accumulated Net Carrying AUGUST 31, 2022 Amount Amortization Amount Finite-lived intangible assets: Acquired content $ 49,964 $ ( 42,501 ) $ 7,463 License rights 32,077 ( 24,401 ) 7,676 Customer lists 16,140 ( 15,028 ) 1,112 Acquired technology 7,282 ( 2,479 ) 4,803 Trade names 1,883 ( 1,231 ) 652 Non-compete agreements and other 930 ( 803 ) 127 108,276 ( 86,443 ) 21,833 Indefinite-lived intangible asset: Covey trade name 23,000 - 23,000 $ 131,276 $ ( 86,443 ) $ 44,833 AUGUST 31, 2021 Finite-lived intangible assets: Acquired content $ 50,003 $ ( 40,352 ) $ 9,651 License rights 32,133 ( 23,036 ) 9,097 Customer lists 16,168 ( 14,519 ) 1,649 Acquired technology 7,282 ( 1,759 ) 5,523 Trade names 1,883 ( 933 ) 950 Non-compete agreements and other 930 ( 703 ) 227 108,399 ( 81,302 ) 27,097 Indefinite-lived intangible asset: Covey trade name 23,000 - 23,000 $ 131,399 $ ( 81,302 ) $ 50,097 In April 2021, we acquired Strive Talent, Inc. (Note 3), which generated $ 8.0 million of intangible assets that are included in the tables above. Our intangible assets are amortized over the estimated useful life of the asset. The range of remaining estimated useful lives and weighted-average amortization period over which we are amortizing the major categories of finite-lived intangible assets at August 31, 2022 were as follows: Category of Intangible Asset Range of Remaining Estimated Useful Lives Weighted Average Original Amortization Period Acquired content 4 to 5 years 24 years License rights 5 to 7 years 26 years Customer lists 2 to 4 years 11 years Acquired technology 7 years 6 years Trade names 4 years 5 years Non-compete agreements and other 1 to 5 years 3 years Our aggregate amortization expense from finite-lived intangible assets totaled $ 5.3 million, $ 5.0 million, and $ 4.6 million for the fiscal years ended August 31, 2022, 2021, and 2020. Amortization expense from our intangible assets over the next five years is expected to be as follows (in thousands): YEAR ENDING AUGUST 31, 2023 $ 4,342 2024 4,200 2025 4,029 2026 3,938 2027 3,157 Goodwill The acquisition of Strive in fiscal 2021 generated $ 7.0 million of goodwill which was allocated to the Direct Office and International Licensee segments based on their relative fair value. We performed our annual testing of goodwill in accordance with our accounting policies described in Note 1, Nature of Operations and Summary of Significant Accounting Policies . We completed a Step Zero assessment as of August 31, 2022 and concluded there were no indicators of impairment and we do not have any accumulated impairment charges against the carrying value of our goodwill. At each of August 31, 2022 and 2021, goodwill was allocated to our segments as shown below (in thousands): Direct offices $ 22,962 International licensees 5,928 Education practice 2,330 $ 31,220 |
Notes Payable And Secured Credi
Notes Payable And Secured Credit Agreement | 12 Months Ended |
Aug. 31, 2022 | |
Notes Payable And Secured Credit Agreement [Abstract] | |
Notes Payable And Secured Credit Agreement | 6. NOTES PAYABLE AND SECURED CREDIT AGREEMENT Notes Payable At August 31, 2022 and 2021, our notes payable consisted of term notes payable to a bank from our amended and secured credit agreement and a note payable to the former owners of Strive Talent, Inc. (Note 3), which was acquired during fiscal 2021. The note payable to the former owners of Strive is recorded at net present value and accrues interest at 3.6 percent until the obligation is paid in full. The balances and classification of our notes payable were as follows at the dates indicated (in thousands): Current Portion of Notes Payable Notes Payable, Less Current Portion August 31, August 31, August 31, August 31, Description 2022 2021 2022 2021 Bank term notes payable $ 5,000 $ 5,000 $ 5,000 $ 10,000 Strive acquisition note payable 835 835 2,268 2,975 $ 5,835 $ 5,835 $ 7,268 $ 12,975 Principal payments of $ 1.25 million on our term notes payable are due and payable on the first day of each January, April, July, and October until the term loan liability is fully repaid in 2024. Interest on the term loans accrues at LIBOR plus 1.85 percent and is payable on the first day of each month. Under the terms of the Strive acquisition, we pay the former principal owner of Strive $ 0.8 million each April for the first five years following the acquisition. Principal payments on these notes payable are as follows over the next five years (in thousands): YEAR ENDING Term Notes Strive Note AUGUST 31, Payable Payable Total 2023 $ 5,000 $ 835 $ 5,835 2024 5,000 835 5,835 2025 - 835 835 2026 - 835 835 2027 - - - $ 10,000 $ 3,340 $ 13,340 Secured Credit Agreement On August 7, 2019, we entered into a new credit agreement (the 2019 Credit Agreement) with our existing lender, which replaced the amended and restated credit agreement dated March 2011 (the Original Credit Agreement). The 2019 Credit Agreement provides up to $ 25.0 million in term loans and a $ 15.0 million revolving line of credit. Upon entering into the 2019 Credit Agreement, we borrowed $ 20.0 million of the available term loan and used the proceeds to repay all indebtedness under the Original Credit Agreement. During November 2019, we borrowed the remaining $ 5.0 million of available term loan capacity on the 2019 Credit Agreement. The 2019 Credit Agreement is secured by substantially all of the assets of the Company and certain of our subsidiaries, and contains customary representations, warranties, and covenants. Second Modification Agreement To address potential covenant compliance issues associated with the uncertainties surrounding the economic recovery from the COVID-19 pandemic, on July 8, 2020, we entered into the First Modification Agreement to the 2019 Credit Agreement. The primary purpose of the First Modification Agreement was to provide temporary alternative borrowing covenants for the fiscal quarters ending August 31, 2020 through May 31, 2021. In connection with the acquisition of Strive, we entered into a Consent and Second Modification Agreement to the 2019 Credit Agreement. The primary purposes of the Consent and Second Modification Agreement were to: Consent to the purchase of Strive Talent, Inc. Reinstate the original debt covenants of the 2019 Agreement which were temporarily replaced by alternate debt covenants in the First Modification Agreement to the 2019 Agreement. Reduce the interest rate for borrowings from LIBOR plus 3.0 percent to LIBOR plus 1.85 percent, which was the original rate on the 2019 Credit Agreement. The unused credit commitment fee also returns to the previously established 0.2 percent. The Consent and Second Modification Agreement did not change any repayment or credit availability terms on the 2019 Credit Agreement. Our reinstated debt covenants consist of the following: (i) a Funded Indebtedness to Adjusted EBITDAR Ratio of less than 3.00 to 1.00; (ii) a Fixed Charge Coverage ratio not less than 1.15 to 1.00; (iii) an annual limit on capital expenditures (excluding capitalized curriculum development costs) of $ 8.0 million; and (iv) consolidated accounts receivable of not less than 150 % of the aggregate amount of the outstanding borrowings on the revolving line of credit, the undrawn amount of outstanding letters of credit, and the amount of unreimbursed letter of credit disbursements. In the event of noncompliance with these financial covenants and other defined events of default, the lender is entitled to certain remedies, including acceleration of the repayment of any amounts outstanding on the 2019 Credit Agreement. At August 31, 2022, we believe that we were in compliance with the terms and covenants applicable to the 2019 Credit Agreement and subsequent modifications. Interest on all borrowings under the 2019 Credit Agreement is due and payable on the first day of each month. The effective interest rate on our term loan obligations was 4.2 percent at August 31, 2022 and 2.4 percent at August 31, 2021. Revolving Line of Credit The key terms and conditions of our revolving line of credit associated with the 2019 Credit Agreement are as follows: Available Credit – $ 15.0 million less outstanding standby letters of credit, which totaled $ 10,000 at August 31, 2022. Maturity Date – August 7, 2024 . Interest Rate – The effective interest rate is LIBOR plus 1.85 percent per annum and the unused commitment fee on the line of credit is 0.2 percent per annum. We did no t have any borrowings on the revolving line of credit at either of August 31, 2022 or 2021. |
Financing Obligation
Financing Obligation | 12 Months Ended |
Aug. 31, 2022 | |
Financing Obligation [Abstract] | |
Financing Obligation | 7. FINANCING OBLIGATION We previously sold our corporate headquarters campus located in Salt Lake City, Utah, and entered into a 20 -year master lease agreement with the purchaser, an unrelated private investment group. The 20 -year master lease agreement contains six additional five -year renewal options that allow us to maintain our operations at the current location for up to 50 years. Although the corporate headquarters facility was sold and we have no legal ownership of the property, the applicable accounting guidance prohibited us from recording the transaction as a sale since we subleased a significant portion of the property that was sold. In transition to the lease accounting guidance in ASC 842, we reassessed whether the contract met the sale criteria under the new leasing standard. Based on this assessment, we determined that the sale criteria under the new leasing standard was not met and we will continue to account for the corporate campus lease as a financing obligation on our consolidated balance sheet in future periods. The financing obligation on our corporate campus was comprised of the following (in thousands): AUGUST 31, 2022 2021 Financing obligation payable in monthly installments of $ 328 at August 31, 2022, including principal and interest, with two percent annual increases (imputed interest at 7.7 %), through June 2025 $ 11,161 $ 14,048 Less current portion ( 3,199 ) ( 2,887 ) Total financing obligation, less current portion $ 7,962 $ 11,161 Future principal maturities of our financing obligation were as follows at August 31, 2021 (in thousands): YEAR ENDING AUGUST 31, 2023 $ 3,199 2024 3,538 2025 4,424 Thereafter - $ 11,161 Our remaining future minimum payments under the financing obligation in the initial 20 -year lease term are as follows (in thousands): YEAR ENDING AUGUST 31, 2023 $ 3,952 2024 4,031 2025 3,301 Thereafter - Total future minimum financing obligation payments 11,284 Less interest ( 1,435 ) Present value of future minimum financing obligation payments $ 9,849 The $ 1.3 million difference between the carrying value of the financing obligation and the present value of the future minimum financing obligation payments represents the carrying value of the land sold in the financing transaction, which is not depreciated. At the conclusion of the master lease agreement, the remaining financing obligation and carrying value of the land will be offset and written off our consolidated financial statements. |
Leases
Leases | 12 Months Ended |
Aug. 31, 2022 | |
Leases [Abstract] | |
Leases | 8. LEASES Lessee Obligations In the normal course of business, we lease office space, primarily for international sales administration offices, in commercial office complexes that are conducive to sales and administrative operations. We also rent warehousing and distribution facilities that are designed to provide secure storage and efficient distribution of our training products, books, and accessories, and certain office equipment. These leases are classified as operating leases. Operating lease assets and liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. Since most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Leases with an initial term of 12 months or less are not recorded on the balance sheet. For operating leases, expense is recognized on a straight-line basis over the lease term. We do not have significant amounts of variable lease payments. Some of our operating leases contain renewal options that may be exercised at our discretion after the completion of the base rental term. At August 31, 2022, we had operating leases with remaining terms ranging from less than one year to approximately three years . The amounts of assets and liabilities (in thousands) and other information related to our operating leases follows: Balance Sheet Caption Amount Assets: Operating lease right of use assets Other long-term assets $ 1,114 Liabilities: Current: Operating lease liabilities Accrued liabilities 598 Long-Term: Operating lease liabilities Other long-term liabilities 516 $ 1,114 Weighted Average Remaining Lease Term: Operating leases (years) 2.0 Weighted Average Discount Rate: Operating leases 4.1 % In fiscal 2022, we obtained $ 0.3 million of right-of-use operating lease assets in exchange for operating lease liabilities. Future minimum lease payments under our operating leases at August 31, 2022, are as follows (in thousands): YEAR ENDING AUGUST 31, 2023 $ 633 2024 422 2025 97 2026 13 2027 - Thereafter - Total operating lease payments 1,165 Less imputed interest ( 51 ) Present value of operating lease liabilities $ 1,114 We recognize lease expense on a straight-line basis over the life of the lease agreement. Total rent expense recorded in selling, general, and administrative expense from our lease agreements totaled $ 1.5 million, $ 1.6 million, and $ 1.5 million for the fiscal years ended August 31, 2022, 2021, and 2020. Lessor Accounting We have subleased the majority of our corporate headquarters campus located in Salt Lake City, Utah to multiple tenants. These sublease agreements are accounted for as operating leases. We recognize sublease income on a straight-line basis over the life of the sublease agreement. The cost basis of our corporate campus was $ 36.0 million, which had a carrying value of $ 3.7 million at August 31, 2022. The following future minimum lease payments due to us from our sublease agreements at August 31, 2022, are as follows (in thousands): YEAR ENDING AUGUST 31, 2023 $ 2,643 2024 2,124 2025 1,751 2026 - Thereafter - $ 6,518 Sublease revenue totaled $ 3.9 million, $ 4.0 million, and $ 3.9 million during the fiscal years ended August 31, 2022, 2021, and 2020. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Aug. 31, 2022 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 9. COMMITMENTS AND CONTINGENCIES Warehouse Outsourcing Contract We have a warehousing services agreement with an independent warehouse and distribution company to provide product kitting, warehousing, and order fulfillment services at a facility in Des Moines, Iowa. Under the terms of this contract, we pay a fixed charge of approximately $ 90,000 per year for account management services and variable charges for other warehousing services based on specified activities, including shipping charges. This warehousing contract expired on September 30, 2022 . Subsequent to August 31, 2022, we signed a one-year extension to this warehousing contract. During fiscal years ended August 31, 2022, 2021, and 2020, we expensed $ 2.5 million, $ 2.1 million, and $ 2.1 million for services provided under the terms of our warehouse and distribution outsourcing contract. The total amount expensed each year includes freight charges, which are billed to us based upon activity. Freight charges included in the warehouse and distribution outsourcing costs totaled $ 1.7 million, $ 1.4 million, and $ 1.3 million during the fiscal years ended August 31, 2022, 2021, and 2020, respectively. Because of the variable component of the agreement, our payments for warehouse and distribution services may fluctuate in the future due to changes in sales and levels of specified activities. Purchase Commitments During the normal course of business, we issue purchase orders to various vendors for products and services. At August 31, 2022, we had open purchase commitments totaling $ 2.6 million for products and services to be delivered primarily in fiscal 2023. Letters of Credit At August 31, 2022 and 2021, we had standby letters of credit totaling $ 10,000 . These letters of credit were required to secure commitments for a certain insurance policy. No amounts were drawn on the letters of credit at either August 31, 2022 or August 31, 2021. Legal Matters and Loss Contingencies We are the subject of certain legal actions, which we consider routine to our business activities. At August 31, 2022, we believe that, after consultation with legal counsel, any potential liability to us under these other actions will not materially affect our financial position, liquidity, or results of operations. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Aug. 31, 2022 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity | 10. SHAREHOLDERS’ EQUITY Preferred Stock We have 14.0 million shares of preferred stock authorized for issuance. At August 31, 2022 and 2021, no shares of preferred stock were issued or outstanding. Treasury Stock On November 15, 2019, our Board of Directors approved a new plan to repurchase up to $ 40.0 million of our outstanding common stock. The previously existing common stock repurchase plan was canceled and the new common share repurchase plan does not have an expiration date. During fiscal 2022, we purchased 499,411 shares of our common stock for $ 20.3 million in open market purchases. The actual timing, number, and value of common shares repurchased under this plan will be determined at our discretion and will depend on a number of factors, including, among others, general market and business conditions, the trading price of our common shares, and applicable legal requirements. We have no obligation to repurchase any common shares under the authorization, and the repurchase plan may be suspended, discontinued, or modified at any time for any reason. During fiscal 2022, we withheld 86,125 shares of common stock, with a cost basis of $ 3.5 million, for statutory taxes on stock-based compensation awards (Note 12). Shares withheld for income taxes were valued at the market price on the date the stock-based plan shares were distributed to participants. The cost of common stock purchased for treasury on our consolidated statement of cash flows for fiscal 2021 was entirely comprised of 147,092 shares withheld for income taxes on various stock-based compensation awards, which had a total cost of $ 3.0 million. Our cash paid for shares of common stock in fiscal 2020 was comprised of 284,608 shares purchased from Knowledge Capital Investment Group (Note 17), 109,896 shares withheld for statutory income taxes on various stock-based compensation plans which were valued at $ 3.7 million, and 5,000 shares purchased under the terms of our fiscal 2020 Board-approved purchase plan. |
Fair Value Of Financial Instrum
Fair Value Of Financial Instruments | 12 Months Ended |
Aug. 31, 2022 | |
Fair Value Of Financial Instruments [Abstract] | |
Fair Value Of Financial Instruments | 11. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The accounting standards related to fair value measurements include a hierarchy for information and valuations used in measuring fair value that is broken down into the following three levels based on reliability: Level 1 valuations are based on quoted prices in active markets for identical instruments that the Company can access at the measurement date. Level 2 valuations are based on inputs other than quoted prices included in Level 1 that are observable for the instrument, either directly or indirectly, for substantially the full term of the asset or liability including the following: a. quoted prices for similar, but not identical, instruments in active markets; b. quoted prices for identical or similar instruments in markets that are not active; c. inputs other than quoted prices that are observable for the instrument; or d. inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 valuations are based on information that is unobservable and significant to the overall fair value measurement. The book values of our financial instruments at August 31, 2022 and 2021 approximated their fair values. The assessment of the fair values of our financial instruments is based on a variety of factors and assumptions. Accordingly, the fair values may not represent the actual values of the financial instruments that could have been realized at August 31, 2022 or 2021, or that will be realized in the future, and do not include expenses that could be incurred in an actual sale or settlement. The following methods and assumptions were used to determine the fair values of our financial instruments, none of which were held for trading or speculative purposes. Cash, Cash Equivalents, and Accounts Receivable – The carrying amounts of cash, cash equivalents, and accounts receivable approximate their fair values due to the liquidity and short-term maturity of these instruments. Other Assets – Our other assets, including notes receivable, were recorded at the net realizable value of estimated future cash flows from these instruments. Debt Obligations – At August 31, 2022, our debt obligations consisted primarily of variable-rate term notes payable and a note payable to the former owners of Strive. Our term notes payable and revolving line of credit are negotiated components of our 2019 Credit Agreement, which was completed in August 2019 and modified in April 2021. Since the interest rate for any obligation on our 2019 Credit Agreement is variable, the applicable interest rates on the term loan and revolving line of credit are reflective of current market conditions, and the carrying value of term loan and revolving line of credit (when applicable) obligations therefore approximate their fair value. Contingent Consideration Liabilities from Business Acquisitions We have a contingent consideration liability arising from a previous business acquisition. We measure the fair value of our contingent consideration liability at each reporting date based on the valuation model described below. Changes to the fair value of the contingent consideration liabilities are recorded in selling, general, and administrative expenses in the accompanying consolidated statements of operations and comprehensive income (loss) in the period of adjustment. The fair value of the contingent consideration liability from the acquisition of Jhana Education (Jhana) changed as follows during the fiscal year ended August 31, 2022 (in thousands): Change in AUGUST 31, 2021 Fair Value Payments 2022 Jhana contingent liability $ 2,095 $ 68 $ ( 1,434 ) $ 729 At each quarterly reporting date, we estimate the fair value of our contingent consideration liability for the acquisition of Jhana through the use of a Monte Carlo simulation. The Jhana purchase price included potential contingent consideration of $ 7.2 million through the measurement period, which ends in July 2026. The fair value of the Jhana contingent consideration is a Level 3 measurement because we estimate projected consolidated Company and AAP sales over the measurement period. Changes in expected qualifying revenues over the measurement period influence the timing and amount of these contingent payments to the former owners of Jhana. Based on the timing of expected payments, all of the Jhana contingent consideration liability is recorded as a component of accrued liabilities at August 31, 2022. Adjustments to the fair value of our contingent consideration liability are included in selling, general, and administrative expense in the accompanying consolidated statements of operations and comprehensive income (loss). |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 12 Months Ended |
Aug. 31, 2022 | |
Stock-Based Compensation Plans [Abstract] | |
Stock-Based Compensation Plans | 12. STOCK-BASED COMPENSATION PLANS Overview We utilize various stock-based compensation plans as integral components of our overall compensation and associate retention strategy. Our shareholders have approved various stock incentive plans that permit us to grant performance awards, unvested stock awards, stock options, fully-vested stock awards, and employee stock purchase plan (ESPP) shares. The Organization and Compensation Committee of the Board of Directors (the Compensation Committee) has responsibility for the approval and oversight of our stock-based compensation plans. On January 14, 2022, our shareholders approved the Franklin Covey Co. 2022 Omnibus Incentive Plan (the 2022 Plan), which authorized an additional 1,000,000 shares of common stock for issuance as stock-based payments. A more detailed description of the 2022 Plan is set forth in our Definitive Proxy Statement filed with the SEC on December 15, 2021. At August 31, 2022, the 2022 Plan had approximately 838,000 shares available for future grants. Our employee stock purchase plan (ESPP) is administered under the terms of the Franklin Covey Co. 2017 Employee Stock Purchase Plan, which was approved by our shareholders at the annual meeting of shareholders held on January 26, 2018. For additional information regarding the Franklin Covey Co. 2017 Employee Stock Purchase Plan, please refer to our definitive Proxy Statement as filed with the SEC on December 22, 2017. At August 31, 2022, we had approximately 773,000 shares available for purchase by plan participants under the terms of the current shareholder-approved ESPP. The total compensation expense of our various stock-based compensation plans was as follows (in thousands): YEAR ENDED AUGUST 31, 2022 2021 2020 Performance awards $ 6,133 $ 7,298 $ ( 1,518 ) Strive acquisition compensation 1,196 354 - Unvested stock awards 673 700 700 Compensation cost of the ESPP 239 205 185 Fully vested stock awards 45 60 60 $ 8,286 $ 8,617 $ ( 573 ) No stock-based compensation was capitalized during the fiscal years presented in this report. We recognize forfeitures of stock-based compensation instruments as they occur. During fiscal 2022, we issued 272,060 shares of our common stock from shares held in treasury for various stock-based compensation arrangements, including the ESPP. Our stock-based compensation plans allow shares to be withheld from the award to pay the participants’ statutory income tax liabilities. We withheld 86,125 shares of our common stock, with a fair value of $ 3.5 million, for statutory income taxes during fiscal 2022. At each quarterly or annual reporting date, we evaluate the number and probability of shares expected to vest in each of our performance-based long-term incentive plan (LTIP) awards and adjust our stock-based compensation expense to correspond with the number of shares expected to vest over the anticipated service period. Due to the significant impact of the COVID-19 pandemic on our results of operations in the third quarter of fiscal 2020 and the uncertainties surrounding the recovery of the world’s economies and our business, we determined that the LTIP award tranches based on qualified Adjusted EBITDA for outstanding LTIP awards (except the fiscal 2018 LTIP award) would not vest before the end of the respective service periods. We therefore reversed the previously recognized stock-based compensation expense associated with these awards during fiscal 2020, which produced a benefit from stock-based compensation for the year. On October 2, 2020, the Compensation Committee modified the terms of our performance-based LTIP award tranches to extend the service period of each financial-metric based tranche by two years and increase each qualified Adjusted EBITDA vesting target by $ 2.0 million. No time-based vesting LTIP tranches were modified. During fiscal 2022 and fiscal 2021 we reassessed the probability of awards vesting under the modified conditions and have expensed awards based on the new vesting requirements and expected financial results over the revised service periods. The following is a description of our stock-based compensation plans. Performance Awards The Compensation Committee has awarded various performance-based stock compensation awards to members of our senior management as long-term incentive-based compensation. These awards vest to the participants based upon the achievement of specified performance criteria. 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 are made on a cumulative basis at the date of the adjustment. We reevaluate the likelihood and/or the number of shares expected to vest under performance awards at each reporting date. Based on current estimates and projections, we have $ 10.6 million of unrecognized compensation expense related to our annual LTIP awards at August 31, 2022. The following is a description of our performance-based awards as of August 31, 2022. Fiscal 2022 LTIP Award – On February 4, 2022, the Compensation Committee granted a new LTIP award to our executive officers and members of senior management. The fiscal 2022 LTIP award has two tranches, which consist of the following: 1) shares that vest after three years of service and 2) shares that vest based on the achievement of specified levels of qualified Adjusted EBITDA. Twenty-five percent of a participant’s award vests after three years of service, and the number of shares awarded in this tranche does not fluctuate based on financial measures. The number of shares granted in this tranche totals 24,649 shares. The remaining tranche is based on the highest rolling four-quarter level of qualified Adjusted EBITDA achieved in the three-year period ended August 31, 2024. The number of shares that will vest to participants for this tranche is variable and may be 50 percent of the award (minimum award threshold) or up to 200 percent of the participant’s award (maximum threshold) depending on the level of qualified Adjusted EBITDA achieved. The number of shares that may be earned for achieving 100 percent of the performance-based objective totals 73,929 shares. The maximum number of shares that may be awarded in connection with the performance-based tranche of the 2022 LTIP totals 147,858 shares. Fiscal 2021 LTIP Award – On October 2, 2020, the Compensation Committee of the Board of Directors granted a new LTIP award to our executive officers and members of senior management. The fiscal 2021 LTIP award has two tranches, which consist of the following: 1) shares that vest after three years of service and 2) the achievement of specified levels of qualified Adjusted EBITDA. Twenty-five percent of a participant’s award vests after three years of service, and the number of shares awarded in this tranche does not fluctuate based on financial measures. The number of shares granted in this tranche totals 52,696 shares. The remaining tranche is based on the highest rolling four-quarter level of qualified Adjusted EBITDA achieved in the three-year period ended August 31, 2023. The number of shares that will vest to participants for this tranche is variable and may be 50 percent of the award (minimum award threshold) or up to 200 percent of the participant’s award (maximum threshold) depending on the level of qualified Adjusted EBITDA achieved. The number of shares that may be earned for achieving 100 percent of the performance-based objective totals 158,088 shares. The maximum number of shares that may be awarded in connection with the performance-based tranche of the 2021 LTIP totals 316,176 shares. Strive Acquisition Compensation – We structured two parts of the consideration for the fiscal 2021 acquisition of Strive (Note 3) as potentially payable in shares of our common stock. Each of the following amounts may be payable in shares of our common stock or cash at our sole discretion: Contingent Consideration – A maximum of approximately $ 4.2 million may be earned by the former principal owner of Strive over a five-year period ending in May 2026. The total value of this consideration is contingent upon sales and growth of the All Access Pass subscription and subscription services revenues during the five-year measurement period. We measure the contingent consideration each quarter and divide the total by the average of the closing share price of our common stock on the NYSE over the last 15 trading days of the quarter. Shares are required to be distributed within 45 days following the end of each quarter. Through August 31, 2022, we have recognized $ 0.8 million of share-based compensation expense for the Strive contingent consideration payments. Bonus Payments – Approximately $ 1.0 million will be paid 18 months following the Closing Date to stockholders and option holders of Strive who are still employed by the Company or its affiliates as of the 18 -month date, subject to certain exceptions. We are expensing these awards evenly over the service period, which is 18 months. We have less than $ 0.1 million of unrecognized share-based compensation expense for these awards at August 31, 2022. We have reserved 200,000 shares of our common stock from our 2019 Omnibus Plan for potential payment of this consideration related to the acquisition of Strive. Fiscal 2020 LTIP Award – On October 18, 2019, the Compensation Committee of the Board of Directors granted a new LTIP award to our executive officers and members of senior management. The fiscal 2020 LTIP award has three tranches, which consist of the following: 1) shares that vest after three years of service; 2) shares that vest based on the achievement of specified levels of qualified Adjusted EBITDA; and 3) shares that vest based on the achievement of specified levels of subscription service sales. Twenty-five percent of a participant’s award vests after three years of service, and the number of shares awarded in this tranche does not fluctuate based on financial measures. The number of shares granted in this tranche totals 25,101 shares. The remaining two tranches of the award are based on the highest rolling four-quarter levels of qualified Adjusted EBITDA and subscription service sales achieved in the three-year period which originally ended August 31, 2022. 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 150,630 shares. As described above, the qualified Adjusted EBITDA vesting targets for the fiscal 2020 LTIP were increased by $ 2.0 million and the life of the award was extended to August 31, 2024 . Fiscal 2019 LTIP Award – On October 1, 2018, the Compensation Committee granted a performance-based LTIP award to our executive officers and members of senior management. The fiscal 2019 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 qualified Adjusted EBITDA; and 3) the achievement of certain levels of subscription service 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 36,470 shares. The remaining two tranches of the fiscal 2019 award are based on the highest rolling four-quarter levels of qualified Adjusted EBITDA and subscription service sales achieved in the measurement period that originally ended August 31, 2021. The number of shares that will vest to participants for these two tranches is variable and may be 50 percent of the award (minimum 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 218,818 shares. During fiscal 2021, the fiscal 2019 LTIP award was modified by increasing the qualified Adjusted EBITDA vesting targets by $ 2.0 million and extending the measurement period by two years to August 31, 2023 . Unvested Stock Awards The annual Board of Director unvested stock award, which is administered under the terms of the Franklin Covey Co. Omnibus Incentive Plans, is designed to provide our non-employee directors, who are not eligible to participate in our ESPP, an opportunity to obtain an interest in the Company through the acquisition of shares of our common stock as part of their compensation. For fiscal 2022, each eligible director received a whole-share grant equal to $ 110,000 with a one-year vesting period. The Board of Director unvested awards are generally granted in January (following the Annual Shareholders’ Meeting) of each year, and shares granted under the terms of this annual award may not be voted or participate in any common stock dividends until they are vested. We issued 13,260 shares, 28,049 shares, and 21,420 shares of our common stock to eligible members of the Board of Directors during fiscal 2022, fiscal 2021, and fiscal 2020 as unvested stock awards. The fair value of shares awarded to the directors was $ 0.7 million in each of fiscal 2022, fiscal 2021, and fiscal 2020 as calculated on the grant date of the awards. The corresponding compensation cost of each award is recognized over the service period of the award, which is one year. The cost of the common stock issued from treasury for these awards was $ 0.2 million in fiscal 2022, $ 0.4 million in fiscal 2021, and $ 0.3 million in fiscal 2020. The following information applies to our unvested stock awards for the fiscal year ended August 31, 2022: Weighted- Average Grant- Date Fair Number of Value Per Shares Share Restricted stock awards at August 31, 2021 28,049 $ 24.96 Granted 13,260 49.78 Forfeited - - Vested ( 28,049 ) 24.96 Restricted stock awards at August 31, 2022 13,260 $ 49.78 At August 31, 2022, there was $ 0.2 million of unrecognized compensation cost left on our unvested stock awards, which is expected to be recognized over the remaining service period of approximately four months . The total recognized income tax benefit from unvested stock awards totaled $ 0.2 million for each of the years ended August 31, 2022, 2021, and 2020. The intrinsic value of our unvested stock awards at August 31, 2022 was $ 0.6 million. Stock Options On January 12, 2021, our Chief Executive Officer (CEO) exercised his remaining stock options, which would have expired on January 14, 2021. After these stock options were exercised, we do not have any remaining stock options outstanding. The Stock options exercised during fiscal 2021 and 2020 were exercised on a net basis, meaning no cash was paid to exercise the options. For the 218,750 options exercised in fiscal 2021, we withheld 51,738 shares of our common stock with a fair value of $ 1.3 million for income taxes. The intrinsic value of options exercised in fiscal 2021 totaled $ 2.9 million and we recognized an income tax benefit of $ 0.7 million, of which $ 0.5 million was recognized upon the exercise of the options. During fiscal 2020, 350,000 stock options were exercised and we withheld 102,656 shares of our common stock for statutory income taxes, which had a fair value of $ 3.6 million. The intrinsic value of options exercised during fiscal 2020 totaled $ 8.0 million and we recognized an income tax benefit of $ 1.8 million from the exercise of these options. Employee Stock Purchase Plan We have an employee stock purchase plan 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 quarter. ESPP participants purchased a total of 36,960 shares, 51,581 shares, and 41,409 shares of our common stock during the fiscal years ended August 31, 2022, 2021, and 2020, which had a corresponding cost basis of $ 0.6 million in fiscal 2022, $ 0.8 million in fiscal 2021, and $ 0.6 million in fiscal 2020. We received cash proceeds for these shares from ESPP participants totaling $ 1.3 million in fiscal 2022; $ 1.1 million in fiscal 2021; and $ 1.0 million during fiscal 2020. Fully Vested Stock Awards We have a stock-based incentive program that is designed to reward our client partners and training consultants for exceptional long-term performance. The program grants shares of our common stock to client partners who have achieved certain cumulative sales goals and to training consultants who have delivered a specified number of training days during their career. Three individuals qualified for these awards in fiscal 2022 and four individuals qualified for these awards in each of the fiscal years ended August 31, 2021 and 2020. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Aug. 31, 2022 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | 13. EMPLOYEE BENEFIT PLANS We have defined contribution profit sharing plans for our employees that qualify under Section 401(k) of the Internal Revenue Code. These plans provide retirement benefits for employees meeting minimum age and service requirements. Qualified participants may contribute up to 75 percent of their gross wages, subject to certain limitations. These plans also provide for matching contributions to the participants that are paid by the Company. The matching contributions, which were expensed as incurred, totaled $ 2.7 million, $ 2.5 million, and $ 2.3 million during the fiscal years ended August 31, 2022, 2021, and 2020, respectively. We do not sponsor or participate in any defined-benefit pension plans. |
Income Taxes
Income Taxes | 12 Months Ended |
Aug. 31, 2022 | |
Income Taxes [Abstract] | |
Income Taxes | 14. INCOME TAXES Our benefit (provision) for income taxes consisted of the following (in thousands): YEAR ENDED AUGUST 31, 2022 2021 2020 Current: Federal $ - $ - $ ( 15 ) State ( 1,221 ) ( 286 ) ( 87 ) Foreign ( 2,202 ) ( 1,773 ) ( 1,145 ) ( 3,423 ) ( 2,059 ) ( 1,247 ) Deferred: Federal ( 9,339 ) 2,869 2,306 State ( 889 ) 13 98 Foreign 24 24 ( 77 ) Operating loss carryforward 7,150 ( 3,058 ) ( 50 ) Valuation allowance 2,845 10,546 ( 11,261 ) Foreign tax credit carryforward reduction ( 2 ) ( 787 ) - ( 211 ) 9,607 ( 8,984 ) $ ( 3,634 ) $ 7,548 $ ( 10,231 ) The allocation of our total income tax benefit (provision) is as follows (in thousands): YEAR ENDED AUGUST 31, 2022 2021 2020 Net income (loss) $ ( 3,634 ) $ 7,548 $ ( 10,231 ) Other comprehensive income (loss) 176 11 16 $ ( 3,458 ) $ 7,559 $ ( 10,215 ) Income (loss) before income taxes consisted of the following (in thousands): YEAR ENDED AUGUST 31, 2022 2021 2020 United States $ 21,152 $ 6,834 $ 3,062 Foreign 912 ( 759 ) ( 2,266 ) $ 22,064 $ 6,075 $ 796 The differences between income taxes at the statutory federal income tax rate and the consolidated income tax rate reported in our consolidated statements of operations and comprehensive income (loss) were as follows: YEAR ENDED AUGUST 31, 2022 2021 2020 Federal statutory income tax rate ( 21.0 ) % ( 21.0 ) % ( 21.0 ) % State income taxes, net of federal effect ( 3.9 ) ( 1.6 ) 16.9 Valuation allowance 12.9 173.6 ( 1,412.9 ) Foreign tax credit carryforward reduction - ( 13.0 ) - Executive stock options - 7.7 199.9 Foreign jurisdictions tax differential ( 1.1 ) ( 4.0 ) 1.4 Tax differential on income subject to both U.S. and foreign taxes ( 0.2 ) ( 0.7 ) 11.9 Uncertain tax positions ( 0.8 ) ( 3.0 ) 13.8 Non-deductible executive compensation ( 5.5 ) ( 5.8 ) ( 18.2 ) Non-deductible meals and entertainment ( 0.1 ) ( 0.2 ) ( 22.3 ) Other stock-based compensation 2.5 - - Payout of deferred compensation (NQDC) - - 6.1 Other 0.7 ( 7.8 ) ( 59.3 ) ( 16.5 ) % 124.2 % ( 1,283.7 ) % Our effective income tax expense r ate for fiscal 2022 of 16.5 percent was lower than the statutory tax rate primarily due to a $ 2.8 million decrease in the valuation allowance against our deferred income tax assets and a $ 0.6 million benefit for share-based compensation deductions in excess of the corresponding book expense. These tax benefits were partially offset by tax expense of $ 1.2 million for non-deductible executive compensation. Our effective income tax benefit rate for fiscal 2021 of 124.2 percent was primarily due to a $ 10.5 million reduction in our valuation allowance against deferred income tax assets, which was partially offset by the reduction of $ 0.8 million in foreign tax credit carryforwards resulting from tax withheld by foreign jurisdictions in excess of amounts allowable as credits against our U.S. income taxes. In fiscal 2020, as explained below, we recognized $ 11.3 million of additional income tax expense resulting from the increase in the valuation allowance against our deferred tax assets. Due to the near break-even amount of pre-tax income during fiscal 2020, the effect of non-temporary items on our effective income tax rate was greatly amplified. In consideration of the relevant accounting guidance, we reevaluated our deferred tax assets during fiscal 2020 and considered both positive and negative evidence in determining whether it is more likely than not that some portion or all of our deferred tax assets will be realized. Because of the cumulative pre-tax losses over the prior three fiscal years, combined with the expected continued disruptions and negative impact to our business resulting from uncertainties related to the recovery from the pandemic, we were unable to overcome accounting guidance indicating that it is more-likely-than-not that insufficient taxable income will be available to realize all of our deferred tax assets before they expire, primarily foreign tax credit carryforwards and a portion of our net operating loss carryforwards. Based on this assessment, we increased the valuation allowance against our deferred tax assets, which generated $ 11.3 million of additional income tax expense in fiscal 2020. Our strong financial performance during fiscal 2021 produced cumulative three-year pre-tax income through August 31, 2021. Because of better-than-expected earnings during fiscal 2021, as well as a favorable outlook for future earnings, particularly from sales of our All Access Pass, we reduced the valuation allowance against our deferred tax assets by $ 10.5 million during fiscal 2021. In fiscal 2022, we reduced the valuation allowance against our deferred tax assets by $ 2.8 million , due primarily to foreign tax credits claimed on our fiscal 2021 U.S. federal income tax return which we previously concluded would expire unused. We are subject to the anti-deferral provisions on Global Intangible Low-Taxed Income (GILTI) under the Tax Cut and Jobs Act of 2017. We have elected to treat taxes due on future U.S. inclusions in taxable income related to GILTI as a current period expense when incurred (the Period Cost Method). We recorded an insignificant amount of income tax expense in fiscal 2022 and no income tax expense in fiscal 2021 or fiscal 2020 under the GILTI provisions. During fiscal 2019, we recorded income tax expense of $ 0.3 million under GILTI. However, IRS guidance issued after we filed our fiscal 2019 federal income tax return allowed us to amend the return and reverse the GILTI tax previously recorded. Accordingly, we recorded a $ 0.3 million benefit for this reversal during fiscal 2021. On August 16, 2022, President Biden signed the Inflation Reduction Act, which includes a new 15 percent corporate minimum tax on certain large corporations and a one percent excise tax on stock repurchases made after December 31, 2022. We do not anticipate this legislation will have a material impact on our consolidated financial statements. The significant components of our deferred tax assets and liabilities were as follows (in thousands): AUGUST 31, 2022 2021 Deferred income tax assets: Net operating loss carryforward $ 11,334 $ 5,986 Foreign income tax credit carryforward 4,096 9,466 Sale and financing of corporate headquarters 2,638 3,307 Stock-based compensation 2,503 2,022 Bonus and other accruals 2,094 2,483 Deferred revenue 1,596 1,075 Inventory and bad debt reserves 1,533 1,551 Other 605 653 Total deferred income tax assets 26,399 26,543 Less: valuation allowance ( 1,685 ) ( 4,530 ) Net deferred income tax assets 24,714 22,013 Deferred income tax liabilities: Intangibles step-ups – indefinite lived ( 5,478 ) ( 5,461 ) Intangibles step-ups – finite lived ( 3,186 ) ( 4,008 ) Intangible asset impairment and amortization ( 3,851 ) ( 3,537 ) Self-constructed tangible assets ( 3,811 ) - Deferred commissions ( 3,187 ) ( 2,784 ) Unremitted earnings of foreign subsidiaries ( 388 ) ( 646 ) Property and equipment depreciation ( 326 ) ( 1,001 ) Total deferred income tax liabilities ( 20,227 ) ( 17,437 ) Net deferred income taxes $ 4,487 $ 4,576 Deferred income tax amounts are recorded as follows in our consolidated balance sheets (in thousands): AUGUST 31, 2022 2021 Long-term assets $ 4,686 $ 4,951 Long-term liabilities ( 199 ) ( 375 ) Net deferred income tax asset $ 4,487 $ 4,576 Our U.S. federal net operating loss carryforwards were comprised of the following at August 31, 2022 (in thousands): Loss Carryforward Loss Loss Operating Loss Carryforward Expires Deductions Deductions Loss Carried for Year Ended August 31, Amount in Prior Years in Current Year Forward Acquired NOL - Jhana December 31, 2015 2034 $ 1,491 $ ( 1,428 ) $ - $ 63 December 31, 2016 2035 3,052 - - 3,052 July 15, 2017 2036 1,117 - - 1,117 5,660 ( 1,428 ) - 4,232 Acquired NOL - Strive December 31, 2018 No Expiration 947 ( 295 ) - 652 December 31, 2019 No Expiration 869 - - 869 December 31, 2020 No Expiration 1,133 - - 1,133 April 25, 2021 No Expiration 553 - - 553 3,502 ( 295 ) - 3,207 August 31, 2022 No Expiration 30,675 - - 30,675 $ 39,837 $ ( 1,723 ) $ - $ 38,114 Certain operating loss carryforwards in the table above were obtained through the fiscal 2017 acquisition of Jhana Education (Jhana) and the fiscal 2021 acquisition of Strive (Note 3). We have U.S. state net operating loss carryforwards generated in fiscal 2009 and before in various jurisdictions that expire primarily between September 1, 2022 and August 31, 2029. The U.S. state net operating loss carryforwards generated in fiscal 2017 and fiscal 2018 primarily expire on August 31, 2037 and 2038, respectively. The state net operating loss carryforwards acquired through the purchase of Jhana stock expire between August 31, 2034 and August 31, 2036. The state net operating loss carryforwards acquired through the purchase of Strive stock expire between August 31, 2038 and August 31, 2041. The state net operating loss carryforwards generated in fiscal 2022 primarily expire on August 31, 2042. Our U.S. foreign income tax credit carryforwards were comprised of the following at August 31, 2022 (in thousands): Credit Generated in Credits Used Credits Credits Used Credits Fiscal Year Ended Credit Expires Credits in Prior Reduced in in Current Carried August 31, August 31, Generated Years Current Year Year Forward 2018 2028 $ 1,727 $ ( 967 ) $ - $ - $ 760 2019 2029 1,578 ( 234 ) - - 1,344 2020 2030 1,010 ( 147 ) - - 863 2022 2032 1,129 - - - 1,129 $ 5,444 $ ( 1,348 ) $ - $ - $ 4,096 As previously explained, during fiscal 2020 we significantly increased the valuation allowance on our deferred income tax assets. During fiscal 2021 we reversed nearly all of the valuation allowance amounts that we recorded in 2020. The remaining valuation allowance at August 31, 2021 related primarily to the foreign tax credit carryforward from fiscal 2011, which we expected to expire in fiscal 2022, and losses of certain foreign subsidiaries. During fiscal 2022 we were able to utilize the foreign tax credit carryforward from 2011, and the remaining valuation allowance at August 31, 2022 relates primarily to the losses of certain foreign subsidiaries, which we expect will expire. Activity in our deferred income tax asset valuation allowance was as follows for the periods indicated (in thousands): YEAR ENDED AUGUST 31, 2022 2021 2020 Beginning balance $ 4,530 $ 15,076 $ 3,815 Charged to costs and expenses 683 394 11,269 Deductions ( 3,528 ) ( 10,940 ) ( 8 ) Ending balance $ 1,685 $ 4,530 $ 15,076 Except for the deferred tax assets subject to valuation allowances, we have determined that projected future taxable income is adequate to allow for realization of all deferred tax assets. We considered sources of taxable income, including reversals of taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards, and reasonable, practical tax-planning strategies to generate additional taxable income. Based on the factors described above, we concluded that realization of our deferred tax assets, except those subject to the valuation allowances described above, is more likely than not at August 31, 2022. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands): YEAR ENDED AUGUST 31, 2022 2021 2020 Beginning balance $ 1,594 $ 1,640 $ 1,895 Additions based on tax positions related to the current year 77 349 172 Additions for tax positions in prior years 207 79 10 Reductions for tax positions of prior years resulting from the lapse of applicable statute of limitations - ( 188 ) ( 289 ) Other reductions for tax positions of prior years ( 281 ) ( 286 ) ( 148 ) Ending balance $ 1,597 $ 1,594 $ 1,640 The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is $ 1.3 million at each of August 31, 2022 and 2021. Included in the ending balance of gross unrecognized tax benefits at August 31, 2022 is $ 1.6 million related to individual states’ net operating loss carryforwards. Interest and penalties related to uncertain tax positions are recognized as components of income tax expense. The net accruals and reversals of interest and penalties increased our income tax expense by $ 0.1 million in fiscal 2022 and had an insignificant effect on our income taxes in each of fiscal 2021 and fiscal 2020. The balance of interest and penalties included in other long-term liabilities on our consolidated balance sheets was $ 0.3 million on August 31, 2022 and $ 0.2 million on August 31, 2021. During the next 12 months, we expect an immaterial change in unrecognized tax benefits. We file United States federal income tax returns as well as income tax returns in various states and foreign jurisdictions. The tax years that remain subject to examinations for our major tax jurisdictions are shown below. 2015-2022 Australia, Canada, and Japan 2016 - 2022 China 2017 - 2022 Germany, Switzerland, and Austria 2018 - 2022 United Kingdom, Singapore 2018 - 2022 United States – state and local income tax 2019 - 2022 United States – federal income tax |
Income (Loss) Per Share
Income (Loss) Per Share | 12 Months Ended |
Aug. 31, 2022 | |
Income (Loss) Per Share [Abstract] | |
Net Income (Loss) Per Share | 15. INCOME (LOSS) PER SHARE The following schedule shows the calculation of income (loss) per share for the periods presented (in thousands, except per-share amounts). YEAR ENDED AUGUST 31, 2022 2021 2020 Numerator for basic and diluted earnings per share: Net income (loss) $ 18,430 $ 13,623 $ ( 9,435 ) Denominator for basic and diluted earnings per share: Basic weighted average shares outstanding 14,147 14,090 13,892 Effect of dilutive securities: Stock options and other stock-based awards 408 53 - Diluted weighted average shares outstanding 14,555 14,143 13,892 EPS Calculations: Net income (loss) per share: Basic $ 1.30 $ 0.97 $ ( 0.68 ) Diluted 1.27 0.96 ( 0.68 ) |
Segment Information
Segment Information | 12 Months Ended |
Aug. 31, 2022 | |
Segment Information [Abstract] | |
Segment Information | 16. SEGMENT INFORMATION Reportable Segments Our sales are primarily comprised of training and consulting services and our internal reporting structure is comprised of three reportable operating segments and a corporate services group. Our internal reporting structure and reportable segments are organized primarily around the client channels which produce the Company’s revenues. 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, Australia, Germany, Switzerland, and Austria; our governmental sales channel; our coaching operations; and our books and audio sales channel. International Licensees – This segment is primarily comprised of our international licensees’ royalty revenues. Education Practice – This group includes our domestic and international Education practice operations, which are focused on sales to educational institutions. Corporate and Other – Our corporate and other information includes royalty revenue from Franklin Planner Corporation (Note 17), leasing operations, shipping and handling revenues, and certain corporate administrative expenses. We have determined that the Company’s chief operating decision maker continues to be 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 reported by other companies. For reporting purposes, w e define Adjusted EBITDA as net income or loss excluding the impact of interest, income taxes, intangible asset amortization, depreciation, stock-based compensation expense, and certain other items such as adjustments to the fair value of expected contingent consideration liabilities arising from business acquisitions, and other unusual or infrequent items . 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 our segment information on the same basis as the accompanying consolidated financial statements (in thousands). Sales to Fiscal Year Ended External Adjusted August 31, 2022 Customers Gross Profit EBITDA Enterprise Division: Direct offices $ 183,845 $ 148,051 $ 37,497 International licensees 10,551 9,382 4,964 194,396 157,433 42,461 Education Division 61,852 41,206 8,408 Corporate and eliminations 6,593 3,273 ( 8,672 ) Consolidated $ 262,841 $ 201,912 $ 42,197 Fiscal Year Ended August 31, 2021 Enterprise Division: Direct offices $ 159,608 $ 129,416 $ 27,948 International licensees 9,036 7,727 3,586 168,644 137,143 31,534 Education Division 48,902 32,771 4,818 Corporate and eliminations 6,622 2,988 ( 8,394 ) Consolidated $ 224,168 $ 172,902 $ 27,958 Fiscal Year Ended August 31, 2020 Enterprise Division: Direct offices $ 139,780 $ 108,144 $ 17,694 International licensees 8,451 6,679 2,406 148,231 114,823 20,100 Education Division 43,405 27,099 ( 90 ) Corporate and eliminations 6,820 3,448 ( 5,726 ) Consolidated $ 198,456 $ 145,370 $ 14,284 A reconciliation of Adjusted EBITDA to consolidated net income (loss) is provided below (in thousands): YEAR ENDED AUGUST 31, 2022 2021 2020 Segment Adjusted EBITDA $ 50,869 $ 36,352 $ 20,010 Corporate expenses ( 8,672 ) ( 8,394 ) ( 5,726 ) Consolidated Adjusted EBITDA 42,197 27,958 14,284 Stock-based compensation ( 8,286 ) ( 8,617 ) 573 Reduction (increase) in contingent consideration liabilities ( 68 ) ( 193 ) 49 Restructuring costs - - ( 1,636 ) Gain from insurance settlement - 150 933 Government COVID assistance - 299 514 Business acquisition costs - ( 300 ) - Knowledge Capital wind-down costs - - ( 389 ) Depreciation ( 4,903 ) ( 6,190 ) ( 6,664 ) Amortization ( 5,266 ) ( 5,006 ) ( 4,606 ) Income from operations 23,674 8,101 3,058 Interest income 65 73 56 Interest expense ( 1,675 ) ( 2,099 ) ( 2,318 ) Income before income taxes 22,064 6,075 796 Benefit (provision) for income taxes ( 3,634 ) 7,548 ( 10,231 ) Net income (loss) $ 18,430 $ 13,623 $ ( 9,435 ) Disaggregated Revenue Our revenues are derived primarily from the United States. However, we also operate directly-owned offices or contract with licensees to provide our services in various countries throughout the world. Our consolidated revenues were derived from the following countries/regions (in thousands): YEAR ENDED AUGUST 31, 2022 2021 2020 Americas $ 218,863 $ 182,954 $ 160,989 Asia Pacific 26,835 28,621 25,622 Europe/Middle East/Africa 17,143 12,593 11,845 $ 262,841 $ 224,168 $ 198,456 The following table presents our revenue disaggregated by our significant revenue generating activities. Sales of services and products include training and consulting services and related products such as training manuals. Subscription sales include revenues from our subscription services such as the All Access Pass and Leader in Me membership. We receive royalty revenue from our international licensees and from other sources such as book publishing arrangements. Corporate royalties are amounts received from Franklin Planner Co. pursuant to a licensing arrangement obtained in fiscal 2020 (Note 17). Leases and other revenue is primarily comprised of lease revenues from sub-leases for space at our corporate headquarters campus and from shipping and handling revenues (in thousands). Fiscal Year Ended Services and Leases and August 31, 2022 Products Subscriptions Royalties Other Consolidated Enterprise Division: Direct offices $ 93,324 $ 88,055 $ 2,466 $ - $ 183,845 International licensees 429 1,281 8,841 - 10,551 93,753 89,336 11,307 - 194,396 Education Division 25,134 34,037 2,681 - 61,852 Corporate and eliminations - - 1,194 5,399 6,593 Consolidated $ 118,887 $ 123,373 $ 15,182 $ 5,399 $ 262,841 Fiscal Year Ended August 31, 2021 Enterprise Division: Direct offices $ 84,111 $ 72,789 $ 2,708 $ - $ 159,608 International licensees 1,085 - 7,951 - 9,036 85,196 72,789 10,659 - 168,644 Education Division 19,747 26,742 2,413 - 48,902 Corporate and eliminations - - 1,396 5,226 6,622 Consolidated $ 104,943 $ 99,531 $ 14,468 $ 5,226 $ 224,168 Fiscal Year Ended August 31, 2020 Enterprise Division: Direct offices $ 75,580 $ 60,954 $ 3,246 $ - $ 139,780 International licensees 1,411 - 7,040 - 8,451 76,991 60,954 10,286 - 148,231 Education Division 15,107 25,587 2,711 - 43,405 Corporate and eliminations - - 1,985 4,835 6,820 Consolidated $ 92,098 $ 86,541 $ 14,982 $ 4,835 $ 198,456 Inter-segment sales were immaterial for the periods presented and were eliminated in consolidation. Other Geographic Information At August 31, 2022, we had wholly owned direct offices in Australia, China, Japan, the United Kingdom, Germany, Switzerland, and Austria. Our long-lived assets, excluding intangible assets and goodwill, were held in the following locations for the periods indicated (in thousands): AUGUST 31, 2022 2021 United States/Canada $ 24,179 $ 27,038 China 1,375 2,133 Japan 983 1,238 United Kingdom 425 702 Australia 155 160 Germany, Switzerland, and Austria 102 120 Singapore - 238 $ 27,219 $ 31,629 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Aug. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. RELATED PARTY TRANSACTIONS Knowledge Capital Investment Group In December 2019, Knowledge Capital Investment Group (Knowledge Capital), an investor which held 2.8 million shares of our common stock stemming from its initial investment in Franklin Covey over 20 years ago, wound up its operations and distributed its assets to investors. On December 9, 2019, prior to the distribution of its assets to investors, we purchased 284,608 shares of our common stock from Knowledge Capital at $ 35.1361 per share, for an aggregate purchase price of $ 10.1 million, including legal costs. Our CEO and a member of our Board of Directors each owned a partnership interest in Knowledge Capital. As of August 31, 2020, Knowledge Capital did not own any shares of our common stock. FC Organizational Products We previously owned a 19.5 percent interest in FC Organizational Products (FCOP), an entity that purchased substantially all of our consumer solutions business unit assets in fiscal 2008 for the purpose of selling planners and related organizational products under a comprehensive licensing agreement. As a result of FCOP’s structure as a limited liability company with separate owner capital accounts, we determined that our investment in FCOP was more than minor and we were required to account for our investment in FCOP using the equity method of accounting. We have not recorded our share of FCOP’s losses in the accompanying consolidated statements of operations and comprehensive income (loss) because we have impaired and written off investment balances, as defined within the applicable accounting guidance, in excess of our share of FCOP’s losses. Due to significant operating losses incurred after the establishment of FCOP, we reconsidered whether FCOP was a variable interest entity as defined under ASC 810, and determined that FCOP was a variable interest entity. We further determined that we were not the primary beneficiary of FCOP because we did not have the ability to direct the activities that most significantly impact FCOP’s economic performance, which primarily consisted of the day-to-day sale of planning products and related accessories, and we did not have an obligation to absorb losses or the right to receive benefits from FCOP that could have been significant. On November 4, 2019, FCOP sold substantially all of its assets to Franklin Planner Corporation (FPC), a new unrelated entity, and FCOP was dissolved. FPC has continued FCOP’s business of selling planners and other related consumer products based on the license agreement which granted FCOP the exclusive rights described below. In connection with this transaction, we exchanged approximately $ 3.2 million of receivables from FCOP to amend the term and royalty provisions of the existing license agreement. The $ 3.2 million of consideration included a $ 2.6 million note receivable, which represented FCOP’s third-party bank debt that we purchased directly from the bank on the transaction date. The amended license agreement grants the exclusive right to use certain of our trademarks and other intellectual property in connection with certain consumer products and provides us with minimum royalties of approximately $ 1.3 million per year. We are also entitled to receive additional variable royalties if certain FPC financial metrics exceed specified levels. FPC assumed the amended license agreement from FCOP upon the purchase of FCOP’s assets. We recorded the $ 3.2 million consideration for the amendment to the license agreement as a capitalized cost of the license agreement and will reduce our royalty revenue by amortizing this amount over the remainder of the initial term of the license agreement, which ends in approximately 30 years. During the fiscal years ended August 31, 2022, 2021, and 2020, we recognized $ 1.2 million, $ 1.4 million, and $ 2.0 million of royalty revenues (net of the amortization of costs capitalized to obtain the contract) from the amended license agreement with FPC. We do not have an ownership interest in FPC, do not have any obligation to provide additional subordinated support to FPC, do not have control over the day-to-day operations of FPC, and accordingly do not account for FPC as a variable interest entity. We receive payments for royalties and rented space from FPC. At August 31, 2022 and August 31, 2021, we had $ 1.7 million and $ 1.8 million receivable, respectively, from FPC which are recorded in other current assets. Since most of FPC’s sales and cash flows are seasonal and occur between October and January, we expect to receive the majority of the required cash payments for royalties and outstanding receivables during our second and third quarters of each fiscal year. During fiscal 2022 and 2021, we received $ 2.0 million and $ 1.5 million of cash from FPC as payment for royalties and reimbursable operating costs. CoveyLink Acquisition and Contractual Payments We previously acquired the assets of CoveyLink Worldwide, LLC (CoveyLink). CoveyLink conducts training and provides consulting based upon the book The Speed of Trust by Stephen M.R. Covey, who is the brother of one of our executive officers. Prior to the acquisition date, CoveyLink had granted us a non-exclusive license for content related to The Speed of Trust book and related training courses for which we paid CoveyLink specified royalties. As part of the CoveyLink acquisition, we signed an amended and restated license for intellectual property that granted us an exclusive, perpetual, worldwide, transferable, royalty-bearing license to use, reproduce, display, distribute, sell, prepare derivative works of, and perform the licensed material in any format or medium and through any market or distribution channel. We are required to pay Stephen M.R. Covey royalties for the use of certain intellectual property developed by him. The amount expensed for these royalties totaled $ 1.8 million, $ 1.5 million, and $ 1.6 million during the fiscal years ended August 31, 2022, 2021, and 2020. As part of the acquisition of CoveyLink, we signed an amended license agreement as well as a speaker services agreement. Based on the provisions of the speakers’ services agreement, we pay Stephen M.R. Covey a portion of the speaking revenues received for his presentations. We expensed $ 0.8 million, $ 0.6 million, and $ 0.8 million for payment on these presentations during the fiscal years ended August 31, 2022, 2021 and 2020. We had $ 0.3 million and $ 0.2 million accrued for these royalties and speaking fees at August 31, 2022 and 2021, respectively, which were included as components of accrued liabilities on our consolidated balance sheets. Other Related Party Transactions We pay an executive officer of the Company a percentage of the royalty proceeds received from the sales of certain books authored by him in addition to his annual salary. During each of the fiscal years ended August 31, 2022, 2021, and 2020, we expensed $ 0.1 million for these royalties. We had an insignificant amount accrued to this executive officer at August 31, 2022 and 2021 as payable under the terms of these arrangements. These amounts are included as components of accrued liabilities in our consolidated balance sheets. We pay a company owned by the brother of a member of our executive management team for the production of video segments used in our offerings. During the fiscal years ended August 31, 2022 and 2021, we paid $ 0.3 million and $ 0.8 million to this company for services provided. |
Nature Of Operations And Summ_2
Nature Of Operations And Summary Of Significant Accounting Policies (Policy) | 12 Months Ended |
Aug. 31, 2022 | |
Nature Of Operations And Summary Of Significant Accounting Policies [Abstract] | |
Nature of Operations | Franklin Covey Co. (hereafter referred to as we, us, our, or the Company) is a global company specializing in organizational performance improvement. We help individuals and organizations achieve results that require a change in human behavior and our mission is to “enable greatness in people and organizations everywhere.” We have some of the best-known offerings in the training industry, including a suite of individual-effectiveness and leadership-development training and products based on the best-selling books, The 7 Habits of Highly Effective People, The Speed of Trust, The Leader In Me , The Four Disciplines of Execution , and Multipliers , and proprietary content in the areas of Leadership, Execution, Productivity, Sales Performance, and Educational improvement. Our offerings are described in further detail at www.franklincovey.com and elsewhere in this report. Through our organizational research and curriculum development efforts, we seek to consistently create, develop, and introduce new services and products that help individuals and organizations achieve their own great purposes. |
Fiscal Year | Fiscal Year Our fiscal year ends on August 31 of each year and our fiscal quarters end on the last day of November, February, and May. Unless otherwise noted, references to fiscal years apply to the 12 months ended August 31 of the specified year. |
Basis Of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries, which consist of Franklin Development Corp., and our offices in Japan, China, the United Kingdom, Australia, Germany, Switzerland, and Austria. Intercompany balances and transactions are eliminated in consolidation. |
Pervasiveness Of Estimates | Pervasiveness of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, shareholders’ equity, revenues, and expenses. Actual results could differ from those estimates. |
Cash And Cash Equivalents | Cash and Cash Equivalents Some of our cash is deposited with financial institutions located throughout the United States of America and at banks in foreign countries where we operate subsidiary offices, and at times may exceed insured limits. We consider all highly liquid debt instruments with an original maturity date of three months or less to be cash equivalents. We did not hold a significant amount of investments that would be considered cash equivalent instruments at either August 31, 2022 or 2021. Of our $ 60.5 million in cash at August 31, 2022, $ 16.9 million was held outside the U.S. by our foreign subsidiaries. We routinely repatriate cash from our foreign subsidiaries and consider cash generated from foreign activities a key component of our overall liquidity position. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, cost being determined using the first-in, first-out method. Elements of cost in inventories generally include raw materials and direct labor. Cash flows from the sale of inventory are included in cash flows provided by operating activities in our consolidated statements of cash flows. Our inventories are comprised primarily of training materials, books, training-related accessories, and consisted of the following (in thousands): AUGUST 31, 2022 2021 Finished goods $ 3,519 $ 2,468 Raw materials 8 28 $ 3,527 $ 2,496 Provision is made to reduce excess and obsolete inventories to their estimated net realizable value. In assessing the valuation of our inventories, we make judgments regarding future demand requirements and compare these estimates with current and committed inventory levels. Inventory requirements may change based on projected customer demand, training curriculum life-cycle changes, and other factors that could affect the valuation of our inventories. |
Other Current Assets | Other Current Assets Significant components of our other current assets were as follows (in thousands): AUGUST 31, 2022 2021 Deferred commissions $ 12,598 $ 10,991 Other current assets 1,969 1,872 $ 14,567 $ 12,863 We defer commission expense on subscription-based sales and recognize the commission expense with the recognition of the corresponding revenue. |
Property And Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation expense, which includes depreciation on our corporate campus that is accounted for as a financing obligation (Note 7), is calculated using the straight-line method over the lesser of the expected useful life of the asset or the contracted lease period. We generally use the following depreciable lives for our major classifications of property and equipment: Description Useful Lives Buildings 20 years Machinery and equipment 5 – 7 years Computer hardware and software 3 – 5 years Furniture, fixtures, and leasehold improvements 5 – 7 years Our property and equipment were comprised of the following (in thousands): AUGUST 31, 2022 2021 Land and improvements $ 1,312 $ 1,312 Buildings 30,038 30,059 Machinery and equipment 543 915 Computer hardware and software 26,030 29,127 Furniture, fixtures, and leasehold improvements 9,287 9,426 67,210 70,839 Less accumulated depreciation ( 57,412 ) ( 59,314 ) $ 9,798 $ 11,525 We expense costs for repairs and maintenance as incurred. Gains and losses resulting from the sale of property and equipment are recorded in income from operations. Depreciation of capitalized subscription portal costs is included in depreciation expense in the accompanying consolidated statements of operations and comprehensive income (loss). |
Impairment Of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived tangible assets and finite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We use an estimate of undiscounted future net cash flows of the assets over the remaining useful lives in determining whether the carrying value of the assets is recoverable. If the carrying values of the assets exceed the anticipated future cash flows of the assets, we recognize an impairment loss equal to the difference between the carrying values of the assets and their estimated fair values. Impairment of long-lived assets is assessed at the lowest levels for which there are identifiable cash flows that are independent from other groups of assets. The evaluation of long-lived assets requires us to use estimates of future cash flows. If forecasts and assumptions used to support the realizability of our long-lived tangible and finite-lived intangible assets change in the future, significant impairment charges could result that would adversely affect our results of operations and financial condition. There were no long-lived asset impairment charges during any of the periods presented in this report. |
Indefinite-Lived Intangible Assets And Goodwill Impairment Testing | Indefinite-Lived Intangible Assets and Goodwill Impairment Testing Intangible assets that are deemed to have an indefinite life and acquired goodwill are not amortized, but rather are tested for impairment on an annual basis or more often if events or circumstances indicate that a potential impairment exists. The Covey trade name intangible asset has been deemed to have an indefinite life. This intangible asset is tested for impairment using qualitative factors or the present value of estimated royalties on trade name related revenues, which consist primarily of training seminars and work sessions, international licensee sales, and related products. Based on the fiscal 2022 evaluation of the Covey trade name, we believe the fair value of the Covey trade name substantially exceeds its carrying value. No impairment charges were recorded against the Covey trade name during the periods presented in this report. Goodwill is recorded when the purchase price for a business acquisition exceeds the estimated fair value of the net tangible and identified intangible assets acquired. We test goodwill for impairment each year on August 31 or upon the occurrence of events or changes in circumstances which indicate that goodwill may be impaired. Goodwill is assigned to our reporting units, which are our operating segments, where discrete financial information is available that is regularly reviewed by management to evaluate segment performance. During the annual impairment testing process, we have the option to first perform a qualitative assessment (commonly referred to as Step Zero) over relative events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value or to perform a quantitative assessment where we estimate the fair value of each reporting unit using both an income and market approach. At August 31, 2022, we completed a Step Zero assessment and concluded there were no indicators of impairment. Refer to Note 5, Intangible Assets and Goodwill for further information on our goodwill. When we perform a quantitative analysis to assess the recoverability of our goodwill, we determine the estimated fair value of each reporting unit and compare it to the carrying value of the reporting unit, including goodwill. If the fair value is less than the carrying value of the net assets and related goodwill, an impairment charge is recognized for the difference. The estimated fair value of each reporting unit is calculated using a combination of the income approach (discounted cash flows) and the market approach (using market multiples derived from a set of companies with comparable market characteristics). The value estimated using a discounted cash flow model is weighted against the estimated value derived from the guideline company market approach method. This market approach method estimates the price reasonably expected to be realized from the sale of the reporting unit based on comparable companies. In developing the discounted cash flow analysis, our assumptions about future revenues and expenses, capital expenditures, and changes in working capital are based on our internal plan and assume a terminal growth rate thereafter. The discounted cash flow analysis is derived from valuation techniques in which one or more significant inputs are not observable and constitute Level 3 fair value measures. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions, and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable, but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. |
Capitalized Curriculum Development Costs | Capitalized Curriculum Development Costs During the normal course of business, we develop training courses and related materials that we sell to our clients. Capitalized curriculum development costs include certain expenditures to develop course materials such as video segments, course manuals, and other related materials. Our capitalized curriculum development spending in fiscal 2022, which totaled $ 2.2 million, was primarily for various Education practice offerings and content for the AAP. Curriculum costs are capitalized when there is a major revision to an existing course that requires a significant re-write of the course materials. Costs incurred to maintain existing offerings are expensed when incurred. In addition, development costs incurred in the research and development of new offerings and software products to be sold, leased, or otherwise marketed are expensed as incurred until economic and technological feasibility has been established. Capitalized development costs are amortized over three - to five -year useful lives, which are based on numerous factors, including expected cycles of major changes to our content. Capitalized curriculum development costs are reported as a component of other long-term assets in our consolidated balance sheets and totaled $ 5.0 million and $ 6.2 million at August 31, 2022 and 2021. Amortization of capitalized curriculum development costs is reported as a component of cost of sales in the accompanying consolidated statements of operations and comprehensive income (loss). |
Accrued Liabilities | Accrued Liabilities Significant components of our accrued liabilities were as follows (in thousands): AUGUST 31, 2022 2021 Accrued compensation $ 20,608 $ 17,955 Other accrued liabilities 13,597 17,025 $ 34,205 $ 34,980 |
Contingent Consideration Payments From Business Acquisitions | Contingent Consideration Payments from Business Acquisitions Business acquisitions may include contingent consideration payments based on various future financial measures related to the acquired entity. Contingent consideration is required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities based on financial projections of the acquired company and estimated probabilities of achievement. Based on updated estimates and projections, the contingent consideration liabilities are adjusted at each reporting date to their estimated fair value. Changes in fair value subsequent to the acquisition date are reported in selling, general, and administrative expense in our consolidated statements of operations and comprehensive income (loss), and may have a material impact on our operating results. Variations in the fair value of contingent consideration liabilities may result from changes in discount periods or rates, changes in the timing and amount of earnings estimates, and changes in probability assumptions with respect to the likelihood of achieving various payment criteria. |
Foreign Currency Translation And Transactions | Foreign Currency Translation and Transactions The functional currencies of our foreign operations are the reported local currencies. Translation adjustments result from translating our foreign subsidiaries’ financial statements into United States dollars. The balance sheet accounts of our foreign subsidiaries are translated into United States dollars using the exchange rate in effect at the balance sheet dates. Revenues and expenses are translated using average exchange rates for each month during the fiscal year. The resulting translation differences are recorded as a component of accumulated other comprehensive income (loss) in shareholders’ equity. Foreign currency transaction losses totaled $ 0.5 million, $ 0.1 million, and $ 0.1 million for the fiscal years ended August 31, 2022, 2021, and 2020, respectively, and are included as a component of selling, general, and administrative expenses in our consolidated statements of operations and comprehensive income (loss). |
Revenue Recognition | Revenue Recognition We account for revenue in accordance with Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606) . For further information on revenue recognition, refer to Note 2, Revenue Recognition . Revenue is recognized as the net amount to be received after deducting estimated amounts for discounts and product returns. |
Stock-Based Compensation | Stock-Based Compensation We record the compensation expense for all stock-based payments, including grants of stock options and the compensatory elements of our employee stock purchase plan, in our consolidated statements of operations and comprehensive income (loss) based upon their fair values over the requisite service period. For more information on our stock-based compensation plans, refer to Note 12. |
Shipping And Handling Fees And Costs | Shipping and Handling Fees and Costs All shipping and handling fees billed to customers are recorded as a component of net sales. All costs incurred related to the shipping and handling of products are recorded in cost of sales. |
Advertising Costs | Advertising Costs Costs for advertising are expensed as incurred. Advertising costs included in selling, general, and administrative expenses totaled $ 4.8 million, $ 4.0 million, and $ 3.3 million for the fiscal years ended August 31, 2022, 2021, and 2020. |
Restructuring Costs | Restructuring Costs During the fourth quarter of fiscal 2020, we restructured certain information technology, central operations, and marketing functions. We incurred $ 1.6 million of severance costs related to these restructuring activities. At August 31, 2022, we had less than $ 0.1 million of remaining accrued restructuring costs, which are expected to be paid during fiscal 2023. |
Income Taxes | Income Taxes Our income tax provision has been determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred income taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The income tax provision represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred income taxes result from differences between the financial and tax bases of our assets and liabilities and are adjusted for tax rates and tax laws when changes are enacted. A valuation allowance is provided against deferred income tax assets when it is more likely than not that all or some portion of the deferred income tax assets will not be realized. Interest and penalties related to uncertain tax positions are recognized as components of income tax benefit or expense in our consolidated statements of operations and comprehensive income (loss). We may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. We provide for income taxes, net of applicable foreign tax credits, on temporary differences in our investment in foreign subsidiaries, which consist primarily of unrepatriated earnings. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) includes changes to equity accounts that were not the result of transactions with shareholders. Comprehensive income (loss) is comprised of net income or loss and other comprehensive income and loss items. Our other comprehensive income and losses generally consist of changes in the cumulative foreign currency translation adjustment, net of tax. |
Accounting Pronouncements Issued And Adopted | Accounting Pronouncements Issued and Adopted Income Taxes On September 1, 2021, we adopted Accounting Standards Update (ASU) No. 2019-12, Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes , and clarifies certain aspects of the current guidance to promote consistency among reporting entities. The adoption of ASU 2019-12 did not have a material impact on our consolidated financial statements. Credit Losses on Financial Instruments On September 1, 2020, we adopted ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (Topic 326). This new standard is intended to improve financial reporting by requiring more timely recognition of credit losses on trade accounts receivable and requires the measurement of all expected credit losses based on historical experience, current economic conditions, and reasonable and supportable forecasts. The adoption of this ASU did not have a material impact on our consolidated financial statements and disclosures. For further information on our receivables, refer to Note 4, Accounts Receivable . Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement On September 1, 2020, we adopted ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15). This guidance clarifies the accounting for implementation costs in a cloud computing arrangement that is a service contract and aligns the requirements for capitalizing those costs with the capitalization requirements for costs incurred to develop or obtain internal-use software. The Company adopted ASU 2018-15 on a prospective basis and the adoption of this new standard did not have a material impact on our consolidated financial statements or disclosures. |
Nature Of Operations And Summ_3
Nature Of Operations And Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Nature Of Operations And Summary Of Significant Accounting Policies [Abstract] | |
Components Of Inventories | AUGUST 31, 2022 2021 Finished goods $ 3,519 $ 2,468 Raw materials 8 28 $ 3,527 $ 2,496 |
Components Of Other Current Assets | AUGUST 31, 2022 2021 Deferred commissions $ 12,598 $ 10,991 Other current assets 1,969 1,872 $ 14,567 $ 12,863 |
Useful Life Of Property And Equipment | Description Useful Lives Buildings 20 years Machinery and equipment 5 – 7 years Computer hardware and software 3 – 5 years Furniture, fixtures, and leasehold improvements 5 – 7 years |
Property And Equipment | AUGUST 31, 2022 2021 Land and improvements $ 1,312 $ 1,312 Buildings 30,038 30,059 Machinery and equipment 543 915 Computer hardware and software 26,030 29,127 Furniture, fixtures, and leasehold improvements 9,287 9,426 67,210 70,839 Less accumulated depreciation ( 57,412 ) ( 59,314 ) $ 9,798 $ 11,525 |
Components Of Accrued Liabilities | AUGUST 31, 2022 2021 Accrued compensation $ 20,608 $ 17,955 Other accrued liabilities 13,597 17,025 $ 34,205 $ 34,980 |
Acquisition of Strive Talent,_2
Acquisition of Strive Talent, Inc. (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Acquisition of Strive Talent, Inc. [Abstract] | |
Schedule Of Total Purchase Price | Cash paid at closing $ 10,554 Notes payable 3,766 Total purchase price $ 14,320 |
Schedule Of Assets Acquired And Liabilities Assumed | Cash acquired $ 345 Accounts receivable 154 Prepaid and other current assets 56 Property and equipment 13 Intangible assets 7,976 Goodwill 7,000 Assets acquired 15,544 Deferred revenue ( 52 ) Accrued liabilities ( 135 ) Deferred income tax liability ( 1,037 ) Notes payable, current portion ( 835 ) Notes payable, less current portion ( 2,931 ) Liabilities assumed ( 4,990 ) $ 10,554 |
Schedule Of Assets Acquired Amortized Over Weighted Average Life | Weighted Average Description Amount Life Non-compete agreements $ 171 2 years Content 389 5 years Customer relationships 764 3 years Tradename 889 5 years Internally developed software 5,763 8 years $ 7,976 7 years |
Accounts Receivables (Tables)
Accounts Receivables (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Accounts Receivable [Abstract] | |
Activity In Allowance For Doubtful Accounts | YEAR ENDED AUGUST 31, 2022 2021 2020 Beginning balance $ 4,643 $ 4,159 $ 4,242 Charged to costs and expenses 306 1,553 2,023 Deductions ( 457 ) ( 1,069 ) ( 2,106 ) Ending balance $ 4,492 $ 4,643 $ 4,159 |
Intangible Assets And Goodwill
Intangible Assets And Goodwill (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Intangible Assets And Goodwill [Abstract] | |
Intangible Assets | Gross Carrying Accumulated Net Carrying AUGUST 31, 2022 Amount Amortization Amount Finite-lived intangible assets: Acquired content $ 49,964 $ ( 42,501 ) $ 7,463 License rights 32,077 ( 24,401 ) 7,676 Customer lists 16,140 ( 15,028 ) 1,112 Acquired technology 7,282 ( 2,479 ) 4,803 Trade names 1,883 ( 1,231 ) 652 Non-compete agreements and other 930 ( 803 ) 127 108,276 ( 86,443 ) 21,833 Indefinite-lived intangible asset: Covey trade name 23,000 - 23,000 $ 131,276 $ ( 86,443 ) $ 44,833 AUGUST 31, 2021 Finite-lived intangible assets: Acquired content $ 50,003 $ ( 40,352 ) $ 9,651 License rights 32,133 ( 23,036 ) 9,097 Customer lists 16,168 ( 14,519 ) 1,649 Acquired technology 7,282 ( 1,759 ) 5,523 Trade names 1,883 ( 933 ) 950 Non-compete agreements and other 930 ( 703 ) 227 108,399 ( 81,302 ) 27,097 Indefinite-lived intangible asset: Covey trade name 23,000 - 23,000 $ 131,399 $ ( 81,302 ) $ 50,097 |
Range Of Remaining Estimated Useful Lives And Weighted-Average Amortization | Category of Intangible Asset Range of Remaining Estimated Useful Lives Weighted Average Original Amortization Period Acquired content 4 to 5 years 24 years License rights 5 to 7 years 26 years Customer lists 2 to 4 years 11 years Acquired technology 7 years 6 years Trade names 4 years 5 years Non-compete agreements and other 1 to 5 years 3 years |
Amortization Expense For Intangible Assets Over The Next Five Years | YEAR ENDING AUGUST 31, 2023 $ 4,342 2024 4,200 2025 4,029 2026 3,938 2027 3,157 |
Consolidated Goodwill | Direct offices $ 22,962 International licensees 5,928 Education practice 2,330 $ 31,220 |
Notes Payable And Secured Cre_2
Notes Payable And Secured Credit Agreement (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Notes Payable And Secured Credit Agreement [Abstract] | |
Balances And Classification Of Notes Payable | Current Portion of Notes Payable Notes Payable, Less Current Portion August 31, August 31, August 31, August 31, Description 2022 2021 2022 2021 Bank term notes payable $ 5,000 $ 5,000 $ 5,000 $ 10,000 Strive acquisition note payable 835 835 2,268 2,975 $ 5,835 $ 5,835 $ 7,268 $ 12,975 |
Future Principal Payments By Fiscal Year | YEAR ENDING Term Notes Strive Note AUGUST 31, Payable Payable Total 2023 $ 5,000 $ 835 $ 5,835 2024 5,000 835 5,835 2025 - 835 835 2026 - 835 835 2027 - - - $ 10,000 $ 3,340 $ 13,340 |
Financing Obligation (Tables)
Financing Obligation (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Financing Obligation [Abstract] | |
Financing Obligation | AUGUST 31, 2022 2021 Financing obligation payable in monthly installments of $ 328 at August 31, 2022, including principal and interest, with two percent annual increases (imputed interest at 7.7 %), through June 2025 $ 11,161 $ 14,048 Less current portion ( 3,199 ) ( 2,887 ) Total financing obligation, less current portion $ 7,962 $ 11,161 |
Future Principal Maturities | YEAR ENDING AUGUST 31, 2023 $ 3,199 2024 3,538 2025 4,424 Thereafter - $ 11,161 |
Future Minimum Payments Under The Financing Obligation | YEAR ENDING AUGUST 31, 2023 $ 3,952 2024 4,031 2025 3,301 Thereafter - Total future minimum financing obligation payments 11,284 Less interest ( 1,435 ) Present value of future minimum financing obligation payments $ 9,849 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Leases [Abstract] | |
Assets And Liabilities Related To Operating Leases | Balance Sheet Caption Amount Assets: Operating lease right of use assets Other long-term assets $ 1,114 Liabilities: Current: Operating lease liabilities Accrued liabilities 598 Long-Term: Operating lease liabilities Other long-term liabilities 516 $ 1,114 Weighted Average Remaining Lease Term: Operating leases (years) 2.0 Weighted Average Discount Rate: Operating leases 4.1 % |
Future Minimum Lease Payments Under Operating Leases | YEAR ENDING AUGUST 31, 2023 $ 633 2024 422 2025 97 2026 13 2027 - Thereafter - Total operating lease payments 1,165 Less imputed interest ( 51 ) Present value of operating lease liabilities $ 1,114 |
Future Minimum Lease Payments From Sublease | YEAR ENDING AUGUST 31, 2023 $ 2,643 2024 2,124 2025 1,751 2026 - Thereafter - $ 6,518 |
Fair Value Of Financial Instr_2
Fair Value Of Financial Instruments (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Fair Value Of Financial Instruments [Abstract] | |
Schedule Of Contingent Consideration Liability | Change in AUGUST 31, 2021 Fair Value Payments 2022 Jhana contingent liability $ 2,095 $ 68 $ ( 1,434 ) $ 729 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Stock-Based Compensation Plans [Abstract] | |
Total Cost Of Stock-Based Compensation | YEAR ENDED AUGUST 31, 2022 2021 2020 Performance awards $ 6,133 $ 7,298 $ ( 1,518 ) Strive acquisition compensation 1,196 354 - Unvested stock awards 673 700 700 Compensation cost of the ESPP 239 205 185 Fully vested stock awards 45 60 60 $ 8,286 $ 8,617 $ ( 573 ) |
Restricted Stock Award Activity | Weighted- Average Grant- Date Fair Number of Value Per Shares Share Restricted stock awards at August 31, 2021 28,049 $ 24.96 Granted 13,260 49.78 Forfeited - - Vested ( 28,049 ) 24.96 Restricted stock awards at August 31, 2022 13,260 $ 49.78 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Income Taxes [Abstract] | |
Benefit (Provision) For Income Taxes From Continuing Operations | YEAR ENDED AUGUST 31, 2022 2021 2020 Current: Federal $ - $ - $ ( 15 ) State ( 1,221 ) ( 286 ) ( 87 ) Foreign ( 2,202 ) ( 1,773 ) ( 1,145 ) ( 3,423 ) ( 2,059 ) ( 1,247 ) Deferred: Federal ( 9,339 ) 2,869 2,306 State ( 889 ) 13 98 Foreign 24 24 ( 77 ) Operating loss carryforward 7,150 ( 3,058 ) ( 50 ) Valuation allowance 2,845 10,546 ( 11,261 ) Foreign tax credit carryforward reduction ( 2 ) ( 787 ) - ( 211 ) 9,607 ( 8,984 ) $ ( 3,634 ) $ 7,548 $ ( 10,231 ) |
Allocation Of Total Income Tax Provision (Benefit) | YEAR ENDED AUGUST 31, 2022 2021 2020 Net income (loss) $ ( 3,634 ) $ 7,548 $ ( 10,231 ) Other comprehensive income (loss) 176 11 16 $ ( 3,458 ) $ 7,559 $ ( 10,215 ) |
Income (Loss) From Continuing Operations Before Income Taxes | YEAR ENDED AUGUST 31, 2022 2021 2020 United States $ 21,152 $ 6,834 $ 3,062 Foreign 912 ( 759 ) ( 2,266 ) $ 22,064 $ 6,075 $ 796 |
Differences Between Income Taxes At The Statutory Federal Income Tax Rate And Income Taxes From Continuing Operations | YEAR ENDED AUGUST 31, 2022 2021 2020 Federal statutory income tax rate ( 21.0 ) % ( 21.0 ) % ( 21.0 ) % State income taxes, net of federal effect ( 3.9 ) ( 1.6 ) 16.9 Valuation allowance 12.9 173.6 ( 1,412.9 ) Foreign tax credit carryforward reduction - ( 13.0 ) - Executive stock options - 7.7 199.9 Foreign jurisdictions tax differential ( 1.1 ) ( 4.0 ) 1.4 Tax differential on income subject to both U.S. and foreign taxes ( 0.2 ) ( 0.7 ) 11.9 Uncertain tax positions ( 0.8 ) ( 3.0 ) 13.8 Non-deductible executive compensation ( 5.5 ) ( 5.8 ) ( 18.2 ) Non-deductible meals and entertainment ( 0.1 ) ( 0.2 ) ( 22.3 ) Other stock-based compensation 2.5 - - Payout of deferred compensation (NQDC) - - 6.1 Other 0.7 ( 7.8 ) ( 59.3 ) ( 16.5 ) % 124.2 % ( 1,283.7 ) % |
Significant Components Of Deferred Tax Assets And Liabilities | AUGUST 31, 2022 2021 Deferred income tax assets: Net operating loss carryforward $ 11,334 $ 5,986 Foreign income tax credit carryforward 4,096 9,466 Sale and financing of corporate headquarters 2,638 3,307 Stock-based compensation 2,503 2,022 Bonus and other accruals 2,094 2,483 Deferred revenue 1,596 1,075 Inventory and bad debt reserves 1,533 1,551 Other 605 653 Total deferred income tax assets 26,399 26,543 Less: valuation allowance ( 1,685 ) ( 4,530 ) Net deferred income tax assets 24,714 22,013 Deferred income tax liabilities: Intangibles step-ups – indefinite lived ( 5,478 ) ( 5,461 ) Intangibles step-ups – finite lived ( 3,186 ) ( 4,008 ) Intangible asset impairment and amortization ( 3,851 ) ( 3,537 ) Self-constructed tangible assets ( 3,811 ) - Deferred commissions ( 3,187 ) ( 2,784 ) Unremitted earnings of foreign subsidiaries ( 388 ) ( 646 ) Property and equipment depreciation ( 326 ) ( 1,001 ) Total deferred income tax liabilities ( 20,227 ) ( 17,437 ) Net deferred income taxes $ 4,487 $ 4,576 |
Deferred Income Tax Amounts Recorded On The Consolidated Balance Sheets | AUGUST 31, 2022 2021 Long-term assets $ 4,686 $ 4,951 Long-term liabilities ( 199 ) ( 375 ) Net deferred income tax asset $ 4,487 $ 4,576 |
Summary of Operating Loss Carryforwards | Loss Carryforward Loss Loss Operating Loss Carryforward Expires Deductions Deductions Loss Carried for Year Ended August 31, Amount in Prior Years in Current Year Forward Acquired NOL - Jhana December 31, 2015 2034 $ 1,491 $ ( 1,428 ) $ - $ 63 December 31, 2016 2035 3,052 - - 3,052 July 15, 2017 2036 1,117 - - 1,117 5,660 ( 1,428 ) - 4,232 Acquired NOL - Strive December 31, 2018 No Expiration 947 ( 295 ) - 652 December 31, 2019 No Expiration 869 - - 869 December 31, 2020 No Expiration 1,133 - - 1,133 April 25, 2021 No Expiration 553 - - 553 3,502 ( 295 ) - 3,207 August 31, 2022 No Expiration 30,675 - - 30,675 $ 39,837 $ ( 1,723 ) $ - $ 38,114 |
Summary Of Tax Credit Carryforwards | Credit Generated in Credits Used Credits Credits Used Credits Fiscal Year Ended Credit Expires Credits in Prior Reduced in in Current Carried August 31, August 31, Generated Years Current Year Year Forward 2018 2028 $ 1,727 $ ( 967 ) $ - $ - $ 760 2019 2029 1,578 ( 234 ) - - 1,344 2020 2030 1,010 ( 147 ) - - 863 2022 2032 1,129 - - - 1,129 $ 5,444 $ ( 1,348 ) $ - $ - $ 4,096 |
Activity In Deferred Income Tax Asset Valuation Allowance | YEAR ENDED AUGUST 31, 2022 2021 2020 Beginning balance $ 4,530 $ 15,076 $ 3,815 Charged to costs and expenses 683 394 11,269 Deductions ( 3,528 ) ( 10,940 ) ( 8 ) Ending balance $ 1,685 $ 4,530 $ 15,076 |
Reconciliation Of The Beginning And Ending Amount Of Gross Unrecognized Tax Benefits | YEAR ENDED AUGUST 31, 2022 2021 2020 Beginning balance $ 1,594 $ 1,640 $ 1,895 Additions based on tax positions related to the current year 77 349 172 Additions for tax positions in prior years 207 79 10 Reductions for tax positions of prior years resulting from the lapse of applicable statute of limitations - ( 188 ) ( 289 ) Other reductions for tax positions of prior years ( 281 ) ( 286 ) ( 148 ) Ending balance $ 1,597 $ 1,594 $ 1,640 |
Tax Years That Remain Subject To Examinations For Major Tax Jurisdictions | 2015-2022 Australia, Canada, and Japan 2016 - 2022 China 2017 - 2022 Germany, Switzerland, and Austria 2018 - 2022 United Kingdom, Singapore 2018 - 2022 United States – state and local income tax 2019 - 2022 United States – federal income tax |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Income (Loss) Per Share [Abstract] | |
Computation Of Net Income Per Share | YEAR ENDED AUGUST 31, 2022 2021 2020 Numerator for basic and diluted earnings per share: Net income (loss) $ 18,430 $ 13,623 $ ( 9,435 ) Denominator for basic and diluted earnings per share: Basic weighted average shares outstanding 14,147 14,090 13,892 Effect of dilutive securities: Stock options and other stock-based awards 408 53 - Diluted weighted average shares outstanding 14,555 14,143 13,892 EPS Calculations: Net income (loss) per share: Basic $ 1.30 $ 0.97 $ ( 0.68 ) Diluted 1.27 0.96 ( 0.68 ) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Segment Information [Abstract] | |
Schedule Of Segment Operations | Sales to Fiscal Year Ended External Adjusted August 31, 2022 Customers Gross Profit EBITDA Enterprise Division: Direct offices $ 183,845 $ 148,051 $ 37,497 International licensees 10,551 9,382 4,964 194,396 157,433 42,461 Education Division 61,852 41,206 8,408 Corporate and eliminations 6,593 3,273 ( 8,672 ) Consolidated $ 262,841 $ 201,912 $ 42,197 Fiscal Year Ended August 31, 2021 Enterprise Division: Direct offices $ 159,608 $ 129,416 $ 27,948 International licensees 9,036 7,727 3,586 168,644 137,143 31,534 Education Division 48,902 32,771 4,818 Corporate and eliminations 6,622 2,988 ( 8,394 ) Consolidated $ 224,168 $ 172,902 $ 27,958 Fiscal Year Ended August 31, 2020 Enterprise Division: Direct offices $ 139,780 $ 108,144 $ 17,694 International licensees 8,451 6,679 2,406 148,231 114,823 20,100 Education Division 43,405 27,099 ( 90 ) Corporate and eliminations 6,820 3,448 ( 5,726 ) Consolidated $ 198,456 $ 145,370 $ 14,284 |
Reconciliation Of Adjusted EBITDA | YEAR ENDED AUGUST 31, 2022 2021 2020 Segment Adjusted EBITDA $ 50,869 $ 36,352 $ 20,010 Corporate expenses ( 8,672 ) ( 8,394 ) ( 5,726 ) Consolidated Adjusted EBITDA 42,197 27,958 14,284 Stock-based compensation ( 8,286 ) ( 8,617 ) 573 Reduction (increase) in contingent consideration liabilities ( 68 ) ( 193 ) 49 Restructuring costs - - ( 1,636 ) Gain from insurance settlement - 150 933 Government COVID assistance - 299 514 Business acquisition costs - ( 300 ) - Knowledge Capital wind-down costs - - ( 389 ) Depreciation ( 4,903 ) ( 6,190 ) ( 6,664 ) Amortization ( 5,266 ) ( 5,006 ) ( 4,606 ) Income from operations 23,674 8,101 3,058 Interest income 65 73 56 Interest expense ( 1,675 ) ( 2,099 ) ( 2,318 ) Income before income taxes 22,064 6,075 796 Benefit (provision) for income taxes ( 3,634 ) 7,548 ( 10,231 ) Net income (loss) $ 18,430 $ 13,623 $ ( 9,435 ) |
Schedule Of Disaggregation Revenue By Geographic Region | YEAR ENDED AUGUST 31, 2022 2021 2020 Americas $ 218,863 $ 182,954 $ 160,989 Asia Pacific 26,835 28,621 25,622 Europe/Middle East/Africa 17,143 12,593 11,845 $ 262,841 $ 224,168 $ 198,456 |
Schedule Of Revenue Disaggregate By Activities | Fiscal Year Ended Services and Leases and August 31, 2022 Products Subscriptions Royalties Other Consolidated Enterprise Division: Direct offices $ 93,324 $ 88,055 $ 2,466 $ - $ 183,845 International licensees 429 1,281 8,841 - 10,551 93,753 89,336 11,307 - 194,396 Education Division 25,134 34,037 2,681 - 61,852 Corporate and eliminations - - 1,194 5,399 6,593 Consolidated $ 118,887 $ 123,373 $ 15,182 $ 5,399 $ 262,841 Fiscal Year Ended August 31, 2021 Enterprise Division: Direct offices $ 84,111 $ 72,789 $ 2,708 $ - $ 159,608 International licensees 1,085 - 7,951 - 9,036 85,196 72,789 10,659 - 168,644 Education Division 19,747 26,742 2,413 - 48,902 Corporate and eliminations - - 1,396 5,226 6,622 Consolidated $ 104,943 $ 99,531 $ 14,468 $ 5,226 $ 224,168 Fiscal Year Ended August 31, 2020 Enterprise Division: Direct offices $ 75,580 $ 60,954 $ 3,246 $ - $ 139,780 International licensees 1,411 - 7,040 - 8,451 76,991 60,954 10,286 - 148,231 Education Division 15,107 25,587 2,711 - 43,405 Corporate and eliminations - - 1,985 4,835 6,820 Consolidated $ 92,098 $ 86,541 $ 14,982 $ 4,835 $ 198,456 |
Long-Lived Assets By Country | AUGUST 31, 2022 2021 United States/Canada $ 24,179 $ 27,038 China 1,375 2,133 Japan 983 1,238 United Kingdom 425 702 Australia 155 160 Germany, Switzerland, and Austria 102 120 Singapore - 238 $ 27,219 $ 31,629 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule Of Estimated Fair Values Of Assets Acquired, Liabilities Assumed, and Identifiable Intangible Assets | Cash acquired $ 345 Accounts receivable 154 Prepaid and other current assets 56 Property and equipment 13 Intangible assets 7,976 Goodwill 7,000 Assets acquired 15,544 Deferred revenue ( 52 ) Accrued liabilities ( 135 ) Deferred income tax liability ( 1,037 ) Notes payable, current portion ( 835 ) Notes payable, less current portion ( 2,931 ) Liabilities assumed ( 4,990 ) $ 10,554 |
Nature Of Operations And Summ_4
Nature Of Operations And Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||
Cash and cash equivalents | $ 60,517 | $ 47,417 | |
Capitalized curriculum development spending | 2,200 | ||
Capitalized development costs | 5,000 | 6,200 | |
Foreign currency transaction gains (losses) | (500) | (100) | $ (100) |
Advertising costs | 4,800 | 4,000 | 3,300 |
Restructuring charges | $ 1,600 | $ 1,636 | |
Remaining accrued restructuring costs | $ 100 | ||
Percent likelihood of being realized upon ultimate settlement | 50% | ||
Held Outside The US By Foreign Subsidiaries [Member] | |||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||
Cash and cash equivalents | $ 16,900 | ||
Covey Trade Name [Member] | |||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||
Goodwill, impairment loss | $ 0 | ||
Minimum [Member] | |||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||
Capitalized development costs, amortization period | 3 years | ||
Maximum [Member] | |||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||
Capitalized development costs, amortization period | 5 years |
Nature Of Operations And Summ_5
Nature Of Operations And Summary Of Significant Accounting Policies (Components Of Inventories) (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Nature Of Operations And Summary Of Significant Accounting Policies [Abstract] | ||
Finished goods | $ 3,519 | $ 2,468 |
Raw materials | 8 | 28 |
Inventories | $ 3,527 | $ 2,496 |
Nature Of Operations And Summ_6
Nature Of Operations And Summary Of Significant Accounting Policies (Components Of Other Current Assets) (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Other current assets | $ 14,567 | $ 12,863 |
Deferred Commissions [Member] | ||
Other current assets | 12,598 | 10,991 |
Other Current Assets [Member] | ||
Other current assets | $ 1,969 | $ 1,872 |
Nature Of Operations And Summ_7
Nature Of Operations And Summary Of Significant Accounting Policies (Useful Life Of Property And Equipment) (Details) | 12 Months Ended |
Aug. 31, 2022 | |
Buildings [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 20 years |
Machinery And Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Machinery And Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Computer Hardware And Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Computer Hardware And Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Furniture, Fixtures, And Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Furniture, Fixtures, And Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Nature Of Operations And Summ_8
Nature Of Operations And Summary Of Significant Accounting Policies (Property And Equipment) (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 67,210 | $ 70,839 |
Less accumulated depreciation | (57,412) | (59,314) |
Property and equipment | 9,798 | 11,525 |
Land And Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,312 | 1,312 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 30,038 | 30,059 |
Machinery And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 543 | 915 |
Computer Hardware And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 26,030 | 29,127 |
Furniture, Fixtures, And Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 9,287 | $ 9,426 |
Nature Of Operations And Summ_9
Nature Of Operations And Summary Of Significant Accounting Policies (Components Of Accrued Liabilities) (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Nature Of Operations And Summary Of Significant Accounting Policies [Abstract] | ||
Accrued compensation | $ 20,608 | $ 17,955 |
Other accrued liabilities | 13,597 | 17,025 |
Accrued liabilities | $ 34,205 | $ 34,980 |
Revenue Recognition (Narrative)
Revenue Recognition (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Deferred revenue | $ 102.4 | $ 88.6 |
Remaining performance obligations | $ 153.4 | |
Other Long-Term Liabilities [Member] | ||
Deferred revenue | 2.7 | |
Minimum [Member] | ||
Receivables collection period | 30 days | |
Maximum [Member] | ||
Receivables collection period | 150 days | |
Direct Sales Commissions [Member] | ||
Capitalized contract cost | $ 13.8 | 12.1 |
Direct Sales Commissions [Member] | Other Current Assets [Member] | ||
Capitalized contract cost | 12.6 | 11 |
Direct Sales Commissions [Member] | Other Long-Term Liabilities [Member] | ||
Capitalized contract cost | 1.2 | 1.1 |
Obtain Revenue Contracts [Member] | ||
Capitalized contract cost | 18.1 | |
Selling, General, And Administrative Expense [Member] | ||
Capitalized contract cost, amortized | 16.4 | |
Subscription Offerings [Member] | ||
Deferred revenue | 88.1 | 77 |
Subscription [Member] | ||
Deferred revenue recognized | $ 123.1 | $ 99.5 |
Acquisition of Strive Talent,_3
Acquisition of Strive Talent, Inc. (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Apr. 26, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2020 | |
Business Acquisition, Contingent Consideration [Line Items] | |||||
Selling, general, and administrative | $ 159,783 | $ 144,988 | $ 129,979 | ||
Revenue | 262,841 | 224,168 | 198,456 | ||
Income (loss) from operations | 23,674 | $ 8,101 | $ 3,058 | ||
Strive [Member] | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Aggregate consideration | $ 14,320 | ||||
Purchase price paid in cash | 10,554 | ||||
Amount in escrow | 1,000 | ||||
Payable in equal cash payments on the first five anniversaries | $ 4,200 | ||||
Accrues interest, percent | 3.60% | ||||
Payments to stockholders and option holders | $ 1,000 | ||||
Revenue | $ 1,300 | ||||
Income (loss) from operations | $ (1,100) | ||||
Acquisition costs | $ 300 | ||||
Strive [Member] | Maximum [Member] | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Aggregate consideration | 20,000 | ||||
Earned by the former principal owner | 4,200 | ||||
Additional contingent payments | $ 5,200 |
Acquisition of Strive Talent,_4
Acquisition of Strive Talent, Inc. (Schedule Of Total Purchase Price) (Details) - Strive [Member] $ in Thousands | Apr. 26, 2021 USD ($) |
Business Acquisition [Line Items] | |
Cash paid at closing | $ 10,554 |
Notes payable | 3,766 |
Total purchase price | $ 14,320 |
Acquisition of Strive Talent,_5
Acquisition of Strive Talent, Inc. (Schedule Of Assets Acquired And Liabilities Assumed) (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 | Apr. 26, 2021 |
Business Acquisition, Contingent Consideration [Line Items] | |||
Goodwill | $ 31,220 | $ 31,220 | |
Strive [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Cash acquired | $ 345 | ||
Accounts receivable | 154 | ||
Prepaid expenses and other current assets | 56 | ||
Property and equipment | 13 | ||
Intangible assets | 7,976 | ||
Goodwill | 7,000 | ||
Assets acquired | 15,544 | ||
Deferred revenue | (52) | ||
Accrued liabilities | (135) | ||
Deferred income tax liability | (1,037) | ||
Notes payable, current portion | (835) | ||
Notes payable, less current portion | (2,931) | ||
Liabilities assumed | (4,990) | ||
Purchase price | $ 10,554 |
Acquisition of Strive Talent,_6
Acquisition of Strive Talent, Inc. (Schedule Of Assets Acquired Amortized Over Weighted Average Life) (Details) - Strive [Member] $ in Thousands | Apr. 26, 2021 USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 7,976 |
Weighted Average Life | 7 years |
Non-compete Agreements [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 171 |
Weighted Average Life | 2 years |
Content [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 389 |
Weighted Average Life | 5 years |
Customer Relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 764 |
Weighted Average Life | 3 years |
Tradename [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 889 |
Weighted Average Life | 5 years |
Internally Developed Software [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 5,763 |
Weighted Average Life | 8 years |
Accounts Receivables (Activity
Accounts Receivables (Activity In Allowance For Doubtful Accounts) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Accounts Receivable [Abstract] | |||
Beginning balance | $ 4,643 | $ 4,159 | $ 4,242 |
Charged to costs and expenses | 306 | 1,553 | 2,023 |
Deductions | (457) | (1,069) | (2,106) |
Ending balance | $ 4,492 | $ 4,643 | $ 4,159 |
Intangible Assets And Goodwil_2
Intangible Assets And Goodwill (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | Apr. 30, 2021 | Apr. 26, 2021 | |
Aggregate amortization expense from definite-lived intangible assets | $ 5,300 | $ 5,000 | $ 4,600 | ||
Intangible assets | 44,833 | 50,097 | |||
Goodwill | 31,220 | $ 31,220 | |||
Strive [Member] | |||||
Intangible assets | $ 8,000 | ||||
Goodwill | $ 7,000 | ||||
Strive [Member] | Direct Office And International Licensee [Member] | |||||
Goodwill | $ 7,000 |
Intangible Assets And Goodwil_3
Intangible Assets And Goodwill (Intangible Assets) (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Intangible Assets And Goodwill [Line Items] | ||
Definite-lived intangible assets, gross carrying amount | $ 108,276 | $ 108,399 |
Definite-lived intangible assets, accumulated amortization | (86,443) | (81,302) |
Finite-lived intangible assets, net carrying amount | 21,833 | 27,097 |
Intangible assets, gross carrying amount | 131,276 | 131,399 |
Intangible assets, accumulated amortization | (86,443) | (81,302) |
Intangible assets, net carrying amount | 44,833 | 50,097 |
Covey Trade Name [Member] | ||
Intangible Assets And Goodwill [Line Items] | ||
Indefinite-lived intangible asset, gross carrying amount | 23,000 | 23,000 |
Intangible assets, net carrying amount | 23,000 | 23,000 |
License Rights [Member] | ||
Intangible Assets And Goodwill [Line Items] | ||
Definite-lived intangible assets, gross carrying amount | 32,077 | 32,133 |
Definite-lived intangible assets, accumulated amortization | (24,401) | (23,036) |
Finite-lived intangible assets, net carrying amount | 7,676 | 9,097 |
Acquired Content [Member] | ||
Intangible Assets And Goodwill [Line Items] | ||
Definite-lived intangible assets, gross carrying amount | 49,964 | 50,003 |
Definite-lived intangible assets, accumulated amortization | (42,501) | (40,352) |
Finite-lived intangible assets, net carrying amount | 7,463 | 9,651 |
Customer Lists [Member] | ||
Intangible Assets And Goodwill [Line Items] | ||
Definite-lived intangible assets, gross carrying amount | 16,140 | 16,168 |
Definite-lived intangible assets, accumulated amortization | (15,028) | (14,519) |
Finite-lived intangible assets, net carrying amount | 1,112 | 1,649 |
Acquired Technology [Member] | ||
Intangible Assets And Goodwill [Line Items] | ||
Definite-lived intangible assets, gross carrying amount | 7,282 | 7,282 |
Definite-lived intangible assets, accumulated amortization | (2,479) | (1,759) |
Finite-lived intangible assets, net carrying amount | 4,803 | 5,523 |
Tradename [Member] | ||
Intangible Assets And Goodwill [Line Items] | ||
Definite-lived intangible assets, gross carrying amount | 1,883 | 1,883 |
Definite-lived intangible assets, accumulated amortization | (1,231) | (933) |
Finite-lived intangible assets, net carrying amount | 652 | 950 |
Non-Compete Agreements And Other [Member] | ||
Intangible Assets And Goodwill [Line Items] | ||
Definite-lived intangible assets, gross carrying amount | 930 | 930 |
Definite-lived intangible assets, accumulated amortization | (803) | (703) |
Finite-lived intangible assets, net carrying amount | $ 127 | $ 227 |
Intangible Assets And Goodwil_4
Intangible Assets And Goodwill (Range Of Remaining Estimated Useful Lives And Weighted-Average Amortization) (Details) | 12 Months Ended |
Aug. 31, 2022 | |
License Rights [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Original Amortization Period | 26 years |
Acquired Content [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Original Amortization Period | 24 years |
Customer Lists [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Original Amortization Period | 11 years |
Acquired Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Range of Remaining Estimated Useful Lives | 7 years |
Weighted Average Original Amortization Period | 6 years |
Tradename [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Range of Remaining Estimated Useful Lives | 4 years |
Weighted Average Original Amortization Period | 5 years |
Non-Compete Agreements And Other [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Original Amortization Period | 3 years |
Minimum [Member] | License Rights [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Range of Remaining Estimated Useful Lives | 5 years |
Minimum [Member] | Acquired Content [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Range of Remaining Estimated Useful Lives | 4 years |
Minimum [Member] | Customer Lists [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Range of Remaining Estimated Useful Lives | 2 years |
Minimum [Member] | Non-Compete Agreements And Other [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Range of Remaining Estimated Useful Lives | 1 year |
Maximum [Member] | License Rights [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Range of Remaining Estimated Useful Lives | 7 years |
Maximum [Member] | Acquired Content [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Range of Remaining Estimated Useful Lives | 5 years |
Maximum [Member] | Customer Lists [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Range of Remaining Estimated Useful Lives | 4 years |
Maximum [Member] | Non-Compete Agreements And Other [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Range of Remaining Estimated Useful Lives | 5 years |
Intangible Assets And Goodwil_5
Intangible Assets And Goodwill (Amortization Expense For Intangible Assets Over The Next Five Years) (Details) $ in Thousands | Aug. 31, 2022 USD ($) |
Intangible Assets And Goodwill [Abstract] | |
2023 | $ 4,342 |
2024 | 4,200 |
2025 | 4,029 |
2026 | 3,938 |
2027 | $ 3,157 |
Intangible Assets And Goodwil_6
Intangible Assets And Goodwill (Schedule Of Allocated Goodwill To Reportable Operating Segments) (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 | Apr. 26, 2021 |
Goodwill [Line Items] | |||
Goodwill | $ 31,220 | $ 31,220 | |
Direct Offices [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 22,962 | 22,962 | |
International Licensees [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 5,928 | 5,928 | |
Education Practice [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $ 2,330 | $ 2,330 | |
Strive [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $ 7,000 |
Notes Payable And Secured Cre_3
Notes Payable And Secured Credit Agreement (Narrative) (Details) - USD ($) | 12 Months Ended | ||||
Aug. 31, 2022 | Aug. 31, 2021 | Nov. 30, 2019 | Aug. 07, 2019 | Aug. 06, 2019 | |
Revolving Line Of Credit [Member] | 2019 Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 15,000,000 | ||||
Term Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan amount | $ 20,000,000 | ||||
Percentage added to LIBOR rate | 1.85% | ||||
Term Notes [Member] | 2019 Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan amount | $ 5,000,000 | ||||
Interest rate | 4.20% | 2.40% | |||
Term Notes [Member] | Maximum [Member] | 2019 Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan amount | $ 25,000,000 | ||||
Term Notes [Member] | January, April, July, And October [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal payment | $ 1,250,000 | ||||
2019 Agreement [Member] | First Modification Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage added to LIBOR rate | 3% | ||||
2019 Agreement [Member] | Revolving Line Of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 15,000,000 | ||||
Maturity date | Aug. 07, 2024 | ||||
Percentage added to LIBOR rate | 1.85% | ||||
Unused credit commitment fee | 0.20% | ||||
Line of credit | $ 0 | $ 0 | |||
2019 Agreement [Member] | Standby Letters of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 10,000 | ||||
Strive [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.60% | ||||
Strive [Member] | Strive Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal payment | $ 800,000 | ||||
Strive [Member] | Strive Note [Member] | Second Modification Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage added to LIBOR rate | 1.85% | ||||
Unused credit commitment fee | 0.20% | ||||
Maximum asset coverage ratio | 150% | ||||
Limit on capital expenditures | $ 8,000,000 | ||||
Strive [Member] | Strive Note [Member] | Minimum [Member] | Second Modification Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Fixed charge coverage ratio | 1.15% | ||||
Strive [Member] | Strive Note [Member] | Maximum [Member] | Second Modification Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum funded debt to EBITDAR ratio | 3 |
Notes Payable And Secured Cre_4
Notes Payable And Secured Credit Agreement (Balances And Classification Of Notes Payable) (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Debt Instrument [Line Items] | ||
Current Portion of Notes Payable | $ 5,835 | $ 5,835 |
Notes Payable, less Current Portion | 7,268 | 12,975 |
Term Notes [Member] | ||
Debt Instrument [Line Items] | ||
Current Portion of Notes Payable | 5,000 | 5,000 |
Notes Payable, less Current Portion | 5,000 | 10,000 |
Strive Note [Member] | ||
Debt Instrument [Line Items] | ||
Current Portion of Notes Payable | 835 | 835 |
Notes Payable, less Current Portion | $ 2,268 | $ 2,975 |
Notes Payable And Secured Cre_5
Notes Payable And Secured Credit Agreement (Future Principal Payments By Fiscal Year) (Details) $ in Thousands | Aug. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |
2023 | $ 5,835 |
2024 | 5,835 |
2025 | 835 |
2026 | 835 |
Total | 13,340 |
Term Notes [Member] | |
Debt Instrument [Line Items] | |
2023 | 5,000 |
2024 | 5,000 |
Total | 10,000 |
Strive Note [Member] | |
Debt Instrument [Line Items] | |
2023 | 835 |
2024 | 835 |
2025 | 835 |
2026 | 835 |
Total | $ 3,340 |
Financing Obligation (Narrative
Financing Obligation (Narrative) (Details) $ in Millions | 12 Months Ended |
Aug. 31, 2022 USD ($) item | |
Financing Obligation [Abstract] | |
Term of master lease agreement | 20 years |
Number of renewal options | item | 6 |
Renewal term | 5 years |
Remaining lease term | 50 years |
Difference between the carrying value and the present value of the financing obligation | $ | $ 1.3 |
Financing Obligation (Financing
Financing Obligation (Financing Obligation) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Financing Obligation [Abstract] | ||
Financing obligation | $ 11,161 | $ 14,048 |
Less current portion | (3,199) | (2,887) |
Financing obligation, less current portion | 7,962 | $ 11,161 |
Monthly payment of financing obligation | $ 328 | |
Annual increase to base payment | 2% | |
Imputed interest | 7.70% | |
Expiration date | June 2025 |
Financing Obligation (Future Pr
Financing Obligation (Future Principal Maturities) (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Financing Obligation [Abstract] | ||
2023 | $ 3,199 | |
2024 | 3,538 | |
2025 | 4,424 | |
Thereafter | ||
Financing obligation | $ 11,161 | $ 14,048 |
Financing Obligation (Future Mi
Financing Obligation (Future Minimum Payments Under The Financing Obligation) (Details) $ in Thousands | Aug. 31, 2022 USD ($) |
Financing Obligation [Abstract] | |
2023 | $ 3,952 |
2024 | 4,031 |
2025 | 3,301 |
Thereafter | |
Total future minimum financing obligation payments | 11,284 |
Less interest | 1,435 |
Present value of future minimum financing obligation payments | $ 9,849 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Lease expense associated with operating leases | $ 1.5 | $ 1.6 | $ 1.5 |
Right-of-use operating lease assets obtained in exchange for operating lease liabilities | 0.3 | ||
Sublease revenue | $ 3.9 | $ 4 | $ 3.9 |
Minimum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Remaining operating lease term | 1 year | ||
Maximum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Remaining operating lease term | 3 years | ||
Corporate Campus [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Cost basis | $ 36 | ||
Carrying value | $ 3.7 |
Leases (Assets And Liabilities
Leases (Assets And Liabilities Related To Operating Leases) (Details) $ in Thousands | Aug. 31, 2022 USD ($) |
Assets: | |
Operating lease right of use assets | $ 1,114 |
Liabilities: | |
Current: Operating lease liabilities | 598 |
Long-Term: Operating lease liabilities | 516 |
Operating lease liabilities | $ 1,114 |
Weighted Average Remaining Lease Term: Operating leases (years) | 2 years |
Weighted Average Discount Rate: Operating leases | 4.10% |
Leases (Future Minimum Lease Pa
Leases (Future Minimum Lease Payments Under Operating Leases) (Details) $ in Thousands | Aug. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 633 |
2024 | 422 |
2025 | 97 |
2026 | 13 |
2027 | |
Thereafter | |
Total operating lease payments | 1,165 |
Less imputed interest | (51) |
Present value of operating lease liabilities | $ 1,114 |
Leases (Future Minimum Lease _2
Leases (Future Minimum Lease Payments From Sublease) (Details) $ in Thousands | Aug. 31, 2022 USD ($) |
Operating Leases [Abstract] | |
2023 | $ 2,643 |
2024 | 2,124 |
2025 | 1,751 |
2026 | |
Thereafter | |
Total | $ 6,518 |
Commitments And Contingencies (
Commitments And Contingencies (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Oct. 01, 2020 | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
HPE outsourcing contract, fixed charge per month | $ 90 | |||
HPE outsourcing contract, expiration date | Sep. 30, 2022 | |||
Warehousing contract extension period | 1 year | |||
HPE outsourcing contract, expense | $ 2,500 | $ 2,100 | $ 2,100 | |
Cost of sales | 60,929 | 51,266 | 53,086 | |
Purchase commitments | 2,600 | |||
Amount of letters of credit | 10 | |||
Amount drawn on letters of credit | 0 | 0 | ||
Cargo And Freight [Member] | ||||
Cost of sales | $ 1,700 | $ 1,400 | $ 1,300 |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Nov. 15, 2019 | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Class of Stock [Line Items] | ||||
Shares of preferred stock authorized for issuance | 14,000,000 | |||
Preferred stock issued | 0 | 0 | ||
Preferred stock outstanding | 0 | 0 | ||
Shares withheld for tax | 86,125 | |||
Shares withheld for tax, fair value | $ 3.5 | |||
Number of shares purchased | 499,411 | |||
Number of shares withheld for minimum statutory taxes | 109,896 | |||
Values of shares withheld for minimum statutory taxes | $ 3.7 | |||
Stock repurchased during period, shares | 40,000,000 | |||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Shares withheld for tax | 147,092 | |||
Shares withheld for tax, fair value | $ 3 | |||
Treasury Stock Open Market Purchases [Member] | ||||
Class of Stock [Line Items] | ||||
Purchase of treasury shares | $ 20.3 |
Shareholders' Equity (Schedule
Shareholders' Equity (Schedule Of Purchases Of Common Stock) (Details) $ in Millions | 12 Months Ended |
Aug. 31, 2022 USD ($) | |
Shareholders' Equity [Abstract] | |
Shares withheld for taxes on stock-based compensation awards | $ 3.5 |
Fair Value Of Financial Instr_3
Fair Value Of Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 | Jul. 11, 2017 |
Jhana [Member] | |||
Contingent consideration | $ 729 | $ 2,095 | $ 7,200 |
Fair Value Of Financial Instr_4
Fair Value Of Financial Instruments (Schedule Of Contingent Consideration Liability) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Business Acquisition, Contingent Consideration [Line Items] | |||
Change in fair value | $ 68 | $ 193 | $ (49) |
Jhana [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Balance at beginning | 2,095 | ||
Change in fair value | 68 | ||
Payments | (1,434) | ||
Balance at ending | $ 729 | $ 2,095 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans (Narrative) (Details) $ in Thousands | 12 Months Ended | |||||||
Feb. 04, 2022 shares | Jan. 14, 2022 shares | Oct. 02, 2020 USD ($) shares | Oct. 18, 2019 item shares | Oct. 01, 2018 item shares | Aug. 31, 2022 USD ($) item shares | Aug. 31, 2021 USD ($) item shares | Aug. 31, 2020 USD ($) item shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock issued from treasury stock | shares | 272,060 | |||||||
Shares withheld for tax | shares | 86,125 | |||||||
Shares withheld for tax, fair value | $ 3,500 | |||||||
Capitalized stock-based compensation expense | 0 | |||||||
Stock-based compensation | $ 8,286 | $ 8,617 | $ (573) | |||||
Fiscal 2022 Long Term Incentive Plan Award [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of tranches | item | 2 | |||||||
Fiscal 2021 Long Term Incentive Plan Award [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of tranches | item | 2 | |||||||
Fiscal 2021 Acquisition Of Strive Talent Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ 800 | |||||||
Fiscal 2021 Acquisition Of Strive Talent Plan [Member] | Bonus [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Service period | 18 months | |||||||
Compensation | $ 1,000 | |||||||
Maximum [Member] | Fiscal 2021 Acquisition Of Strive Talent Plan [Member] | Bonus [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation | 100 | |||||||
Former Principal Owner [Member] | Fiscal 2021 Acquisition Of Strive Talent Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Compensation | $ 4,200 | |||||||
Trading days | 15 days | |||||||
Shares required to be distributed within, days | 45 days | |||||||
Common Stock [Member] | 2022 Omnibus Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares reserved for payment of consideration | shares | 200,000 | |||||||
Stock Options [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options exercised | shares | 218,750 | 350,000 | ||||||
Shares withheld for tax | shares | 51,738 | 102,656 | ||||||
Shares withheld for tax, fair value | $ 1,300 | $ 3,600 | ||||||
Intrinsic value of the exercised options | 2,900 | 8,000 | ||||||
Income tax benefit from exercise of the options | 700 | 1,800 | ||||||
Income tax benefit upon exercise of the options | 500 | |||||||
Restricted Stock Awards [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation expense | $ 200 | |||||||
Whole-share grant per eligible director | $ 110 | |||||||
Vesting period of awards | 1 year | |||||||
Cost of common stock issued from treasury | $ 200 | 400 | 300 | |||||
Weighted-average vesting period for recognition | 4 months | |||||||
Total recognized tax benefit from unvested stock awards | $ 200 | 200 | 200 | |||||
Intrinsic value of unvested stock awards | 600 | |||||||
Stock-based compensation | 673 | 700 | 700 | |||||
Restricted Stock Awards [Member] | Board Of Directors [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Fair value of shares awarded | $ 700 | $ 700 | $ 700 | |||||
Shares issued under terms of the award | shares | 13,260 | 28,049 | 21,420 | |||||
Performance-Based Award [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Service period | 2 years | |||||||
Increase Adjusted EBITDA vesting target | $ 2,000 | |||||||
Unrecognized compensation expense | $ 10,600 | |||||||
Number of individuals who qualified for award | item | 3 | 4 | 4 | |||||
Stock-based compensation | $ 6,133 | $ 7,298 | $ (1,518) | |||||
Performance-Based Award [Member] | 2022 Omnibus Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Authorized additional shares of common stock for issuance | shares | 1,000,000 | |||||||
Shares available for future grants | shares | 838,000 | |||||||
Performance-Based Award [Member] | Fiscal 2022 Long Term Incentive Plan Award [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period of awards | 3 years | |||||||
Performance-Based Award [Member] | Fiscal 2021 Long Term Incentive Plan Award [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period of awards | 3 years | |||||||
Performance-Based Award [Member] | Fiscal 2020 Long Term Incentive Plan Award [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares may be awarded | shares | 25,101 | |||||||
Increase Adjusted EBITDA vesting target | $ 2,000 | |||||||
Shares authorized to be issued | shares | 150,630 | |||||||
Number of tranches | item | 3 | |||||||
Life of awards | 3 years | |||||||
Expiration date | Aug. 31, 2024 | |||||||
Percent of shares plan participants are entitled to | 25% | |||||||
Vesting period of awards | 3 years | |||||||
Performance-Based Award [Member] | Fiscal 2019 Long Term Incentive Plan Award [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares may be awarded | shares | 36,470 | |||||||
Service period | 2 years | |||||||
Increase Adjusted EBITDA vesting target | $ 2,000 | |||||||
Shares authorized to be issued | shares | 218,818 | |||||||
Number of tranches | item | 3 | |||||||
Life of awards | 3 years | |||||||
Expiration date | Aug. 31, 2023 | |||||||
Percent of shares plan participants are entitled to | 25% | |||||||
Vesting period of awards | 3 years | |||||||
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% | |||||||
Shares issued to employee stock purchase plan participants | shares | 36,960 | 51,581 | 41,409 | |||||
Cost basis of shares issued to employee stock purchase plan participants | $ 600 | $ 800 | $ 600 | |||||
Proceeds from ESPP participants | 1,300 | 1,100 | 1,000 | |||||
Stock-based compensation | $ 239 | $ 205 | $ 185 | |||||
Employee Stock Purchase Plan [Member] | 2017 Employee Stock Purchase Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares remaining in employee stock purchase plan | shares | 773,000 | |||||||
Tranche One [Member] | Time-Based Award [Member] | Fiscal 2022 Long Term Incentive Plan Award [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percent of award shares vest | 25% | |||||||
Shares issued under terms of the award | shares | 24,649 | |||||||
Tranche One [Member] | Time-Based Award [Member] | Fiscal 2021 Long Term Incentive Plan Award [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percent of award shares vest | 25% | |||||||
Shares issued under terms of the award | shares | 52,696 | |||||||
Tranche Two and Three [Member] | Performance-Based Award [Member] | Fiscal 2022 Long Term Incentive Plan Award [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percent of performance-based objectives | 100% | |||||||
Shares issued under terms of the award | shares | 73,929 | |||||||
Tranche Two and Three [Member] | Performance-Based Award [Member] | Fiscal 2021 Long Term Incentive Plan Award [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percent of performance-based objectives | 100% | |||||||
Shares issued under terms of the award | shares | 158,088 | |||||||
Tranche Two and Three [Member] | Performance-Based Award [Member] | Minimum [Member] | Fiscal 2022 Long Term Incentive Plan Award [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percent of performance award to be granted | 50% | |||||||
Tranche Two and Three [Member] | Performance-Based Award [Member] | Minimum [Member] | Fiscal 2021 Long Term Incentive Plan Award [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percent of performance award to be granted | 50% | |||||||
Tranche Two and Three [Member] | Performance-Based Award [Member] | Minimum [Member] | Fiscal 2020 Long Term Incentive Plan Award [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percent of performance award to be granted | 50% | |||||||
Tranche Two and Three [Member] | Performance-Based Award [Member] | Minimum [Member] | Fiscal 2019 Long Term Incentive Plan Award [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percent of performance award to be granted | 50% | |||||||
Tranche Two and Three [Member] | Performance-Based Award [Member] | Maximum [Member] | Fiscal 2022 Long Term Incentive Plan Award [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percent of performance award to be granted | 200% | |||||||
Shares may be awarded | shares | 147,858 | |||||||
Tranche Two and Three [Member] | Performance-Based Award [Member] | Maximum [Member] | Fiscal 2021 Long Term Incentive Plan Award [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percent of performance award to be granted | 200% | |||||||
Shares may be awarded | shares | 316,176 | |||||||
Tranche Two and Three [Member] | Performance-Based Award [Member] | Maximum [Member] | Fiscal 2020 Long Term Incentive Plan Award [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percent of performance award to be granted | 200% | |||||||
Tranche Two and Three [Member] | Performance-Based Award [Member] | Maximum [Member] | Fiscal 2019 Long Term Incentive Plan Award [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percent of performance award to be granted | 200% |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plans (Total Cost Of Stock-Based Compensation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation cost | $ 8,286 | $ 8,617 | $ (573) |
Performance-Based Award [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation cost | 6,133 | 7,298 | (1,518) |
Strive Acquisition Compensation [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation cost | 1,196 | 354 | |
Restricted Stock Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation cost | 673 | 700 | 700 |
Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation cost | 239 | 205 | 185 |
Fully-Vested Share Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation cost | $ 45 | $ 60 | $ 60 |
Stock-Based Compensation Plan_4
Stock-Based Compensation Plans (Restricted Stock Award Activity) (Details) - Restricted Stock Awards [Member] | 12 Months Ended |
Aug. 31, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock awards at August 31, 2021, Number of Shares | shares | 28,049 |
Granted, Number of Shares | shares | 13,260 |
Forfeited, Number of Shares | shares | |
Vested, Number of Shares | shares | (28,049) |
Restricted stock awards at August 31, 2022, Number of Shares | shares | 13,260 |
Restricted stock awards at August 31, 2021, Weighted-Average Grant Date Fair Value Per Share | $ / shares | $ 24.96 |
Granted, Weighted-Average Grant Date Fair Value Per Share | $ / shares | 49.78 |
Forfeited, Weighted-Average Grant Date Fair Value Per Share | $ / shares | |
Vested, Weighted-Average Grant Date Fair Value Per Share | $ / shares | 24.96 |
Restricted stock awards at August 31, 2022, Weighted-Average Grant Date Fair Value Per Share | $ / shares | $ 49.78 |
Stock-Based Compensation Plan_5
Stock-Based Compensation Plans (Stock Option Activity) (Details) - shares | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Stock Options [Member] | ||
Number of Stock Options, Exercised | (218,750) | (350,000) |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Employee Benefit Plans [Abstract] | |||
Maximum percent of gross wages employees may contribute | 75% | ||
Matching contributions | $ 2.7 | $ 2.5 | $ 2.3 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2019 | |
Income Taxes [Line Items] | ||||
Benefit (provision) for income taxes | $ (3,634) | $ 7,548 | $ (10,231) | |
Income before income taxes | 22,064 | $ 6,075 | $ 796 | |
Effective income tax benefit rate | 124.20% | |||
Tax expense for non-deductible executive compensation | $ 1,200 | |||
Income tax rate | 16.50% | (124.20%) | 1,283.70% | |
Effective tax rate | 21% | 21% | 21% | |
Additional tax expense from increase in valuation allowance against deferred income tax assets | $ 11,300 | |||
GILTI tax expense | $ 0 | 0 | $ 300 | |
GILTI tax benefit | 300 | |||
Operating loss carryforwards | $ 38,114 | |||
Reduced the valuation allowance by | 2,845 | 10,546 | (11,261) | |
Total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate | 1,300 | 1,300 | ||
Increase (decrease) in income tax expense due to interest and penalties related to uncertain tax positions | 100 | |||
Unrecognized tax benefits | 1,597 | 1,594 | $ 1,640 | $ 1,895 |
Balance of interest and penalties related to uncertain tax positions | 300 | 200 | ||
Stock-Based Compensation Deductions [Member] | ||||
Income Taxes [Line Items] | ||||
Benefit (provision) for income taxes | 600 | |||
United States – State And Local Income Tax [Member] | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards | $ 1,600 | |||
Foreign Tax Authority [Member] | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards | $ 800 |
Income Taxes (Benefit (Provisio
Income Taxes (Benefit (Provision) For Income Taxes From Continuing Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Income Taxes [Abstract] | |||
Current, Federal | $ (15) | ||
Current, State | $ (1,221) | $ (286) | (87) |
Current, Foreign | (2,202) | (1,773) | (1,145) |
Current | (3,423) | (2,059) | (1,247) |
Deferred, Federal | (9,339) | 2,869 | 2,306 |
Deferred, State | (889) | 13 | 98 |
Deferred, Foreign | 24 | 24 | (77) |
Operating loss carryforward | 7,150 | (3,058) | (50) |
Valuation allowance | 2,845 | 10,546 | (11,261) |
Foreign tax credit carryforward reduction | (2) | (787) | |
Deferred | (211) | 9,607 | (8,984) |
Provision (benefit) for income taxes from continuing operations | $ (3,634) | $ 7,548 | $ (10,231) |
Income Taxes (Allocation Of Tot
Income Taxes (Allocation Of Total Income Tax Provision(Benefit)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Income Taxes [Abstract] | |||
Net income (loss) | $ (3,634) | $ 7,548 | $ (10,231) |
Other comprehensive income (loss) | 176 | 11 | 16 |
Total income tax provision (benefit) | $ (3,458) | $ 7,559 | $ (10,215) |
Income Taxes (Income (Loss) Fro
Income Taxes (Income (Loss) From Continuing Operations Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Income Taxes [Abstract] | |||
United States | $ 21,152 | $ 6,834 | $ 3,062 |
Foreign | 912 | (759) | (2,266) |
Income before income taxes | $ 22,064 | $ 6,075 | $ 796 |
Income Taxes (Differences Betwe
Income Taxes (Differences Between Income Taxes At The Statutory Federal Income Tax Rate And Income Taxes From Continuing Operations) (Details) | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Income Taxes [Abstract] | |||
Federal statutory income tax rate | (21.00%) | (21.00%) | (21.00%) |
State income taxes, net of federal effect | (3.90%) | (1.60%) | 16.90% |
Valuation allowance | 12.90% | 173.60% | (1412.90%) |
Foreign tax credit carryforward reduction | (13.00%) | ||
Executive stock options | 7.70% | 199.90% | |
Foreign jurisdictions tax differential | (1.10%) | (4.00%) | 1.40% |
Tax differential on income subject to both U.S. and foreign taxes | (0.20%) | (0.70%) | 11.90% |
Uncertain tax positions | (0.80%) | (3.00%) | 13.80% |
Non-deductible executive compensation | (5.50%) | (5.80%) | (18.20%) |
Non-deductible meals and entertainment | (0.10%) | (0.20%) | (22.30%) |
Other stock-based compensation | 2.50% | ||
Payout of deferred compensation (NQDC) | 6.10% | ||
Other | 0.70% | (7.80%) | (59.30%) |
Income tax rate | (16.50%) | 124.20% | (1283.70%) |
Income Taxes (Significant Compo
Income Taxes (Significant Components Of Deferred Tax Assets And Liabilities) (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2019 |
Income Taxes [Abstract] | ||||
Net operating loss carryforward | $ 11,334 | $ 5,986 | ||
Foreign income tax credit carryforward | 4,096 | 9,466 | ||
Sale and financing of corporate headquarters | 2,638 | 3,307 | ||
Stock-based compensation | 2,503 | 2,022 | ||
Bonus and other accruals | 2,094 | 2,483 | ||
Deferred revenue | 1,596 | 1,075 | ||
Inventory and bad debt reserves | 1,533 | 1,551 | ||
Other | 605 | 653 | ||
Total deferred income tax assets | 26,399 | 26,543 | ||
Less: valuation allowance | (1,685) | (4,530) | $ (15,076) | $ (3,815) |
Net deferred income tax assets | 24,714 | 22,013 | ||
Intangibles step-ups - indefinite lived | (5,478) | (5,461) | ||
Intangibles step-ups - finite lived | (3,186) | (4,008) | ||
Intangible asset impairment and amortization | (3,851) | (3,537) | ||
Self-constructed tangible assets | (3,811) | |||
Deferred commissions | (3,187) | (2,784) | ||
Property and equipment depreciation | (326) | (1,001) | ||
Unremitted earnings of foreign subsidiaries | (388) | (646) | ||
Total deferred income tax liabilities | (20,227) | (17,437) | ||
Net deferred income tax asset | $ 4,487 | $ 4,576 |
Income Taxes (Deferred Income T
Income Taxes (Deferred Income Tax Amounts Recorded On The Consolidated Balance Sheets) (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Income Taxes [Abstract] | ||
Long-term assets | $ 4,686 | $ 4,951 |
Long-term liabilities | (199) | (375) |
Net deferred income tax asset | $ 4,487 | $ 4,576 |
Income Taxes (Summary of Operat
Income Taxes (Summary of Operating Loss Carryforwards) (Details) $ in Thousands | 12 Months Ended |
Aug. 31, 2022 USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Amount | $ 39,837 |
Loss Deductions in Prior Years | (1,723) |
Operating Loss Carried Forward | $ 38,114 |
Acquired NOL - Jhana [Member] | |
Operating Loss Carryforwards [Line Items] | |
Loss Carryforward Expires | Aug. 31, 2037 |
Amount | $ 5,660 |
Loss Deductions in Prior Years | (1,428) |
Operating Loss Carried Forward | 4,232 |
Acquired NOL - Strive [Member] | |
Operating Loss Carryforwards [Line Items] | |
Amount | 3,502 |
Loss Deductions in Prior Years | (295) |
Operating Loss Carried Forward | $ 3,207 |
Tax Year 2015 [Member] | Acquired NOL - Jhana [Member] | |
Operating Loss Carryforwards [Line Items] | |
Loss Carryforward Expires | Aug. 31, 2034 |
Amount | $ 1,491 |
Loss Deductions in Prior Years | (1,428) |
Operating Loss Carried Forward | $ 63 |
Tax Year 2016 [Member] | Acquired NOL - Jhana [Member] | |
Operating Loss Carryforwards [Line Items] | |
Loss Carryforward Expires | Aug. 31, 2035 |
Amount | $ 3,052 |
Loss Deductions in Prior Years | |
Operating Loss Carried Forward | $ 3,052 |
July 15, 2017 [Member] | Acquired NOL - Jhana [Member] | |
Operating Loss Carryforwards [Line Items] | |
Loss Carryforward Expires | Aug. 31, 2036 |
Amount | $ 1,117 |
Loss Deductions in Prior Years | |
Operating Loss Carried Forward | $ 1,117 |
Tax Year 2018 [Member] | Acquired NOL - Strive [Member] | |
Operating Loss Carryforwards [Line Items] | |
Loss Carryforward Expires | No Expiration |
Amount | $ 947 |
Loss Deductions in Prior Years | (295) |
Operating Loss Carried Forward | $ 652 |
Tax Year 2019 [Member] | Acquired NOL - Strive [Member] | |
Operating Loss Carryforwards [Line Items] | |
Loss Carryforward Expires | No Expiration |
Amount | $ 869 |
Loss Deductions in Prior Years | |
Operating Loss Carried Forward | $ 869 |
Tax Year 2020 [Member] | Acquired NOL - Strive [Member] | |
Operating Loss Carryforwards [Line Items] | |
Loss Carryforward Expires | No Expiration |
Amount | $ 1,133 |
Loss Deductions in Prior Years | |
Operating Loss Carried Forward | $ 1,133 |
April 25, 2021 [Member] | Acquired NOL - Strive [Member] | |
Operating Loss Carryforwards [Line Items] | |
Loss Carryforward Expires | No Expiration |
Amount | $ 553 |
Loss Deductions in Prior Years | |
Operating Loss Carried Forward | $ 553 |
August 31, 2022 [Member] | Acquired NOL - Strive [Member] | |
Operating Loss Carryforwards [Line Items] | |
Loss Carryforward Expires | No Expiration |
Amount | $ 30,675 |
Loss Deductions in Prior Years | |
Operating Loss Carried Forward | $ 30,675 |
Income Taxes (Summary Of Tax Cr
Income Taxes (Summary Of Tax Credit Carryforwards) (Details) $ in Thousands | 12 Months Ended |
Aug. 31, 2022 USD ($) | |
Tax Credit Carryforward [Line Items] | |
Credits Generated | $ 5,444 |
Credits Used in Prior Years | (1,348) |
Credits Reduced in Current Year | |
Credits Used in Current Year | |
Credits Carried Forward | $ 4,096 |
Tax Year 2018 [Member] | |
Tax Credit Carryforward [Line Items] | |
Credit Generated in Fiscal Year Ended | Aug. 31, 2018 |
Credit Expires | Aug. 31, 2028 |
Credits Generated | $ 1,727 |
Credits Used in Prior Years | (967) |
Credits Reduced in Current Year | |
Credits Used in Current Year | |
Credits Carried Forward | $ 760 |
Tax Year 2019 [Member] | |
Tax Credit Carryforward [Line Items] | |
Credit Generated in Fiscal Year Ended | Aug. 31, 2019 |
Credit Expires | Aug. 31, 2029 |
Credits Generated | $ 1,578 |
Credits Used in Prior Years | (234) |
Credits Reduced in Current Year | |
Credits Used in Current Year | |
Credits Carried Forward | $ 1,344 |
Tax Year 2020 [Member] | |
Tax Credit Carryforward [Line Items] | |
Credit Generated in Fiscal Year Ended | Aug. 31, 2020 |
Credit Expires | Aug. 31, 2030 |
Credits Generated | $ 1,010 |
Credits Used in Prior Years | (147) |
Credits Reduced in Current Year | |
Credits Used in Current Year | |
Credits Carried Forward | $ 863 |
Tax Year 2022 [Member] | |
Tax Credit Carryforward [Line Items] | |
Credit Generated in Fiscal Year Ended | Aug. 31, 2022 |
Credit Expires | Aug. 31, 2032 |
Credits Generated | $ 1,129 |
Credits Used in Prior Years | |
Credits Reduced in Current Year | |
Credits Used in Current Year | |
Credits Carried Forward | $ 1,129 |
Income Taxes (Activity In Defer
Income Taxes (Activity In Deferred Income Tax Asset Valuation Allowance) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Income Taxes [Abstract] | |||
Beginning balance | $ 4,530 | $ 15,076 | $ 3,815 |
Charged to costs and expenses | 683 | 394 | 11,269 |
Deductions | (3,528) | (10,940) | (8) |
Ending balance | $ 1,685 | $ 4,530 | $ 15,076 |
Income Taxes (Reconciliation Of
Income Taxes (Reconciliation Of The Beginning And Ending Amount Of Gross Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Income Taxes [Abstract] | |||
Beginning balance | $ 1,594 | $ 1,640 | $ 1,895 |
Additions based on tax positions related to the current year | 77 | 349 | 172 |
Additions for tax positions in prior years | 207 | 79 | 10 |
Reductions for tax positions of prior years resulting from the lapse of applicable statute of limitations | (188) | (289) | |
Other reductions for tax positions of prior years | (281) | (286) | (148) |
Ending balance | $ 1,597 | $ 1,594 | $ 1,640 |
Income Taxes (Tax Years That Re
Income Taxes (Tax Years That Remain Subject To Examinations For Major Tax Jurisdictions) (Details) | 12 Months Ended |
Aug. 31, 2022 | |
Australia, Canada, And Japan [Member] | Minimum [Member] | |
Income Taxes [Line Items] | |
Tax years that remain subject to examinations | |
Australia, Canada, And Japan [Member] | Maximum [Member] | |
Income Taxes [Line Items] | |
Tax years that remain subject to examinations | |
Germany, Switzerland, And Austria [Member] | Minimum [Member] | |
Income Taxes [Line Items] | |
Tax years that remain subject to examinations | 2017 |
Germany, Switzerland, And Austria [Member] | Maximum [Member] | |
Income Taxes [Line Items] | |
Tax years that remain subject to examinations | 2022 |
China [Member] | Minimum [Member] | |
Income Taxes [Line Items] | |
Tax years that remain subject to examinations | 2016 |
China [Member] | Maximum [Member] | |
Income Taxes [Line Items] | |
Tax years that remain subject to examinations | 2022 |
United Kingdom And Singapore [Member] | Minimum [Member] | |
Income Taxes [Line Items] | |
Tax years that remain subject to examinations | 2018 |
United Kingdom And Singapore [Member] | Maximum [Member] | |
Income Taxes [Line Items] | |
Tax years that remain subject to examinations | 2022 |
United States – State And Local Income Tax [Member] | Minimum [Member] | |
Income Taxes [Line Items] | |
Tax years that remain subject to examinations | 2018 |
United States – State And Local Income Tax [Member] | Maximum [Member] | |
Income Taxes [Line Items] | |
Tax years that remain subject to examinations | 2022 |
United States – Federal Income Tax [Member] | Minimum [Member] | |
Income Taxes [Line Items] | |
Tax years that remain subject to examinations | 2019 |
United States – Federal Income Tax [Member] | Maximum [Member] | |
Income Taxes [Line Items] | |
Tax years that remain subject to examinations | 2022 |
Income (Loss) Per Share (Comput
Income (Loss) Per Share (Computation Of Net Income Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Numerator for basic and diluted loss per share: | |||
Net income (loss) | $ 18,430 | $ 13,623 | $ (9,435) |
Denominator for basic and diluted loss per share: | |||
Basic weighted average shares outstanding | 14,147 | 14,090 | 13,892 |
Effect of dilutive securities: | |||
Other stock-based awards | 408 | 53 | |
Diluted weighted average shares outstanding | 14,555 | 14,143 | 13,892 |
EPS Calculations: | |||
Net income per share: Basic | $ 1.30 | $ 0.97 | $ (0.68) |
Net income per share: Diluted | $ 1.27 | $ 0.96 | $ (0.68) |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 12 Months Ended |
Aug. 31, 2022 segment | |
Segment Information [Abstract] | |
Number of operating reportable segments | 3 |
Number of corporate services group | 1 |
Segment Information (Schedule O
Segment Information (Schedule Of Segment Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Sales to External Customers | $ 262,841 | $ 224,168 | $ 198,456 |
Gross Profit | 201,912 | 172,902 | 145,370 |
Adjusted EBITDA | 42,197 | 27,958 | 14,284 |
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 50,869 | 36,352 | 20,010 |
Operating Segments [Member] | Enterprise Division [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales to External Customers | 194,396 | 168,644 | 148,231 |
Gross Profit | 157,433 | 137,143 | 114,823 |
Adjusted EBITDA | 42,461 | 31,534 | 20,100 |
Operating Segments [Member] | Education Practice [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales to External Customers | 61,852 | 48,902 | 43,405 |
Gross Profit | 41,206 | 32,771 | 27,099 |
Adjusted EBITDA | 8,408 | 4,818 | (90) |
Operating Segments [Member] | Direct Offices [Member] | Enterprise Division [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales to External Customers | 183,845 | 159,608 | 139,780 |
Gross Profit | 148,051 | 129,416 | 108,144 |
Adjusted EBITDA | 37,497 | 27,948 | 17,694 |
Operating Segments [Member] | International Licensees [Member] | Enterprise Division [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales to External Customers | 10,551 | 9,036 | 8,451 |
Gross Profit | 9,382 | 7,727 | 6,679 |
Adjusted EBITDA | 4,964 | 3,586 | 2,406 |
Corporate And Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales to External Customers | 6,593 | 6,622 | 6,820 |
Gross Profit | 3,273 | 2,988 | 3,448 |
Adjusted EBITDA | $ (8,672) | $ (8,394) | $ (5,726) |
Segment Information (Reconcilia
Segment Information (Reconciliation Of Adjusted EBITDA) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Consolidated Adjusted EBITDA | $ 42,197 | $ 27,958 | $ 14,284 |
Stock-based compensation | (8,286) | (8,617) | 573 |
Increase in the fair value of contingent consideration liabilities | (68) | (193) | 49 |
Restructuring costs | (1,600) | (1,636) | |
Business acquisition costs | (300) | ||
Government COVID-19 assistance | 299 | 514 | |
Gain from insurance settlement | 150 | 933 | |
Knowledge Capital wind-down costs | (389) | ||
Depreciation | (4,903) | (6,190) | (6,664) |
Amortization | (5,266) | (5,006) | (4,606) |
Income from operations | 23,674 | 8,101 | 3,058 |
Interest income | 65 | 73 | 56 |
Interest expense | (1,675) | (2,099) | (2,318) |
Income before income taxes | 22,064 | 6,075 | 796 |
Benefit (provision) for income taxes | (3,634) | 7,548 | (10,231) |
Net income (loss) | 18,430 | 13,623 | (9,435) |
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Consolidated Adjusted EBITDA | 50,869 | 36,352 | 20,010 |
Corporate And Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Consolidated Adjusted EBITDA | $ (8,672) | $ (8,394) | $ (5,726) |
Segment Information (Schedule_2
Segment Information (Schedule Of Revenue Disaggregated By Geographic Region) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 262,841 | $ 224,168 | $ 198,456 |
Americas [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 218,863 | 182,954 | 160,989 |
Asia Pacific [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 26,835 | 28,621 | 25,622 |
Europe/Middle East/Africa [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 17,143 | $ 12,593 | $ 11,845 |
Segment Information (Schedule_3
Segment Information (Schedule Of Revenue Disaggregated By Type Of Service) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 262,841 | $ 224,168 | $ 198,456 |
Services And Products [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 118,887 | 104,943 | 92,098 |
Subscriptions [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 123,373 | 99,531 | 86,541 |
Royalties [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 15,182 | 14,468 | 14,982 |
Leases And Other [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 5,399 | 5,226 | 4,835 |
Operating Segments [Member] | Enterprise Division [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 194,396 | 168,644 | 148,231 |
Operating Segments [Member] | Education Practice [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 61,852 | 48,902 | 43,405 |
Operating Segments [Member] | Direct Offices [Member] | Enterprise Division [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 183,845 | 159,608 | 139,780 |
Operating Segments [Member] | International Licensees [Member] | Enterprise Division [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 10,551 | 9,036 | 8,451 |
Operating Segments [Member] | Services And Products [Member] | Enterprise Division [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 93,753 | 85,196 | 76,991 |
Operating Segments [Member] | Services And Products [Member] | Education Practice [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 25,134 | 19,747 | 15,107 |
Operating Segments [Member] | Services And Products [Member] | Direct Offices [Member] | Enterprise Division [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 93,324 | 84,111 | 75,580 |
Operating Segments [Member] | Services And Products [Member] | International Licensees [Member] | Enterprise Division [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 429 | 1,085 | 1,411 |
Operating Segments [Member] | Subscriptions [Member] | Enterprise Division [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 89,336 | 72,789 | 60,954 |
Operating Segments [Member] | Subscriptions [Member] | Education Practice [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 34,037 | 26,742 | 25,587 |
Operating Segments [Member] | Subscriptions [Member] | Direct Offices [Member] | Enterprise Division [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 88,055 | 72,789 | 60,954 |
Operating Segments [Member] | Subscriptions [Member] | International Licensees [Member] | Enterprise Division [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,281 | ||
Operating Segments [Member] | Royalties [Member] | Enterprise Division [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 11,307 | 10,659 | 10,286 |
Operating Segments [Member] | Royalties [Member] | Education Practice [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 2,681 | 2,413 | 2,711 |
Operating Segments [Member] | Royalties [Member] | Direct Offices [Member] | Enterprise Division [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 2,466 | 2,708 | 3,246 |
Operating Segments [Member] | Royalties [Member] | International Licensees [Member] | Enterprise Division [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 8,841 | 7,951 | 7,040 |
Corporate And Eliminations [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 6,593 | 6,622 | 6,820 |
Corporate And Eliminations [Member] | Royalties [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,194 | 1,396 | 1,985 |
Corporate And Eliminations [Member] | Leases And Other [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 5,399 | $ 5,226 | $ 4,835 |
Segment Information (Long-Lived
Segment Information (Long-Lived Assets By Country) (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | $ 27,219 | $ 31,629 |
United States/Canada [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 24,179 | 27,038 |
China [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 1,375 | 2,133 |
Japan [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 983 | 1,238 |
United Kingdom [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 425 | 702 |
Australia [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 155 | 160 |
Germany, Switzerland, And Austria [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | $ 102 | 120 |
Singapore [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | $ 238 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Dec. 09, 2019 | Nov. 04, 2019 | Dec. 31, 2019 | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||
Shares purchased | 5,000 | |||||
Minimum royalties | $ 1.3 | |||||
Receivable from related party | 3.2 | |||||
Note receivable | $ 2.6 | |||||
License Contract [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
License period | 30 years | |||||
Capitalized contract cost | $ 3.2 | |||||
FC Organizational Products [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percent ownership interest in related party | 19.50% | |||||
Knowledge Capital [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares held by related party | 2,800,000 | |||||
Shares purchased | 284,608 | 284,608 | ||||
Price per share | $ 35.1361 | |||||
Aggregate purchase price | $ 10.1 | |||||
FPC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Royalty revenue | $ 1.2 | $ 1.4 | $ 2 | |||
Receivable from related party | 1.7 | 1.8 | ||||
Cash from related party | 2 | 1.5 | ||||
Stephen M.R. Covey [Member] | Intellectual Property [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Royalty payments | 1.8 | 1.5 | 1.6 | |||
Son Of The Former Vice-Chairman Of The Board Of Directors [Member] | Speaking Fees [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Royalty payments | 0.8 | 0.6 | 0.8 | |||
Accrued royalties payable | 0.3 | 0.2 | ||||
Son Of The Former Vice-Chairman Of The Board Of Directors [Member] | Sales Of Books [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Royalty payments | 0.1 | 0.1 | $ 0.1 | |||
Brother Of Member Of Executive Management Team [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payable to FCOP | $ 0.3 | $ 0.8 |