Good day and thank you for standing by. Welcome to the Q3 2024 Franklin Covey Earnings Conference Call. At this time, all participants are in a listen-only mode. Please be advised that today's conference is being recorded. After the speaker's presentation, there'll be a question-and-answer session. [Operator Instructions] I would now like to hand the conference over to your speaker today, Derek Hatch, Corporate Controller.

Hello, everyone and thanks so much for joining us. We're glad to have the opportunity to talk with you today. Participating on our call this afternoon are Paul Walker, our Chief Executive Officer; Steve Young, our Chief Financial Officer; Jennifer Colosimo, President of our Enterprise Division; and Sean Covey, President of our Education Division. Before we get started, I would like to remind everybody that this presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based upon management's current expectations and are subject to various risks and uncertainties including, but not limited to the ability of the company to grow revenue, the acceptance of and renewal rates of our subscription offerings including the All Access Pass and Leader in Me memberships, the ability of the company to hire productive sales and other client-facing professionals, general economic conditions, competition in the company's targeted marketplace, market acceptance of new offerings or services and marketing strategies, changes in the company's market share, changes in the size of the overall market for the company's products, changes in the training and spending policies of the company's clients, and other factors identified and discussed in the company's most recent annual report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission. Many of these conditions are beyond our control or influence, any one of which may cause future results to differ materially from the company's current expectations. And there can be no assurance that the company's actual future performance will meet management's expectations. These forward-looking statements are based on management's current expectations and we undertake no obligation to update or revise these forward-looking statements to reflect events or circumstances after the date of today's presentation except as required by law. With that out of the way we'd like to turn the time over to Mr. Paul Walker, our Chief Executive Officer.

Thank you, Derek. Welcome, everyone. It's great to be with you today. We're pleased with our results for the third quarter, where revenue, adjusted EBITDA, and free cash flow were all stronger-than-expected, and where, importantly, several of our key leading growth indicators strengthened. Specifically, I'd like to point out as shown in slide four, revenue came in at $73.4 million versus the $72.2 million we'd expected. Adjusted EBITDA came in at $13.9 million versus the expected range of between $12 million and $13 million and free cash flow was $30.6 million through the third quarter versus $15.6 million through the third quarter of last year. This strength was broad-based across both the enterprise and education divisions. Additionally, the foundation for accelerated future growth is being established by our 9% increase in our balance of billed and unbilled deferred revenue, which increased to $153.2 million, and which will be recognized in the coming quarters, as well as buyer increased services booking rate, which will flow through to revenue in the coming quarters. In addressing our performance for the quarter and our outlook for the future, I'd like to address four key drivers that continue to accelerate the growth and value of Franklin Covey's business. Each of these drivers were particularly evident in the third quarter's performance. As you can see shown on slide five, the first driver of growth and value is the mission-critical nature of the opportunities and challenges we help organizations and schools address and the strength of our solutions in addressing them, both of which are reflected in the continued resiliency in our business. A recent June 11 Bloomberg article reported that “businesses are holding off on capital expenditures and reducing costs”. Despite an uncertain and challenging environment, Franklin Covey's business continues to be strong and highly resilient.…

Thank you, Paul. I would like to briefly provide a little more detail on the factors underlying our performance, focusing on the overall company result, and then on the results in three key areas of our company. Specifically our enterprise division in North America; the enterprise business internationally; and our education business. As shown on slide eight, third quarter revenue was $73.4 million, 3% higher than the $71.4 million generated in last year's third quarter. Year-to-date revenue was $203.1 million were slightly higher than the $202.6 million in the prior year. And for the latest 12 months, revenue was $281.1 million, compared to the $281.4 million in the prior year. Third quarter adjusted EBITDA was $13.9 million, compared to $11.9 million achieved last year. Year-to-date adjusted EBITDA was $32.3 million, compared to $31.6 million last year. And for the latest 12 months, adjusted EBITDA was $48.8 million, compared to $44.9 million last year. As shown on slide nine, results in our enterprise business in North America continued to be strong in the third quarter. Revenue in North America, which accounts for about 73% of total enterprise division revenue, was $39 million in the third quarter, which is flat with the $39.1 million recorded in the prior year. Year-to-date revenue and the latest 12-month revenues were also essentially flat versus last year after FY ‘23 recorded large increases over the same period in FY ‘22. Subscription revenue in North America was $22 million, reflecting growth of 3% in the quarter was $66.5 million year-to-date, which is up 5% and $88.5 million in the latest 12 months, which is also up 5%. The combination of subscription and subscription services revenue in North America was $35.9 million in the third quarter, representing 3% growth. This revenue was $102.2 million year-to-date, which is up…

Thanks, Steve, for taking us through that. I feel incredibly good about the renewing growth momentum in the business and the progress we're making on a number of important strategic and operational fronts. And just want to express my gratitude to each of you and also to each of our associates around the world here for the great work they're doing. And with that, we'd now like to ask the operator to open the line for your questions.

Thank you. [Operator Instructions] Our first question comes from Alex Paris with Barrington Research. You may proceed.

Hi, guys. Congratulations on the better-than-expected third quarter results.

Thanks, Alex. Hope you're doing well.

Yep. Thank you. So, I got a couple of questions. The first one relates to the Education Division, and then I have a couple of cats and dogs to follow-up on. So Education Division, this is the season, this is the big time of the year for education, and I'm -- I feel good about your prepared comment. New and retained schools pacing well, but you got a pretty tough comp. I think the fourth quarter last year or the full-year last year was a record 791 new schools, also on strong retention. How do you feel about that hurdle for the for fiscal 2024?

Yes, I'll just say Alex…

Go ahead, Paul.

Yes, I’d just say Alex, thanks for the question and I was going to say let's hear from the man who has to start in the Super Bowl here in the fourth quarter, Sean Covey.

Okay, how are you doing, Alex?

Great. How are you, Sean?

Good. Good, thanks. Yes, so we feel good about it. We have -- we're ahead so far on new schools substantially. Last year we had a record 791, we believe we're going to beat that again this year and we had good retention. We've always had good retention and we feel like it's solid and ahead of last year at this point. We also have probably the best pipeline I've ever seen since I've been here. So we've got a lot of big opportunities coming in. Most of the decisions are made. Schools are looking and talking with us all year. Most of the decisions are made in July and August, because a lot of the budgets for K-12 districts renew in July. So a lot of the decisions are made. But we feel really good about it. We have, you know, our focus has been on selling to districts. That's going better than ever. You know, they're bigger, they're stickier. You get more schools all at once. We think we'll add about 170 new district partnerships this year, on top of the 200 to 230 or so we had last year, and then over half of our new schools coming on are coming from districts. So all the signs are really good, you don't know until it happens, but in terms of all the leading indicators, pipeline, new schools to-date, retention to-date. Also, the funding environment is really positive for us right now because of community support, foundation support, grants that we're winning. So that's been really good. So everything is leaning into our favor to have a really solid and positive growth fourth quarter.

Great. Well, good luck on that. I was going to follow-up too on the ESSER funds. I think we all know that the ESSER funds are ending in September, although business contracted prior to September can be spent through January, as I understand it. What impact do you think that will have on your business? I know you've got the big foundation that's going to kind of offset some of that, but maybe just some perspective on ESSER funds? What impact does that have on fiscal ‘23, fiscal ‘24, and what's your thoughts about going forward?

Yes, so in general, we think ESSER is going to have some impact. How much? We're not quite sure, but all things considered, we feel good about growing right through it. Maybe the most encouraging thing is that we've already been facing ESSER all year, because a lot of these schools use their ESSER funds and districts early on. They're coming up for renewal. They don't have us for funds anymore, because they've used them all and they're renewing and staying with us. And so, it's kind of like we're halfway through it already, even though officially it ends at the end of our fiscal year and up through, like you said, through the calendar year. It's kind of like we're halfway through it and we're growing right through it right now. So I'm not ignoring it. It won't have some impact, but we're expecting to grow right through it and primarily, because we have so much other funding. Title 1 grants, or we use them all the time. And we've got this big foundation, which is multi-millions of dollars and hundreds of schools that will be funded through the foundation. We have a lot of other community initiatives and that's really helpful.

And the foundation you said, multi-million dollars, obviously they're going to fund a hundred schools in total over time or a hundred schools in this year?

I said hundreds of schools. They're hundreds.

Hundreds, okay.

They're supporting. Yes, and they don't give so much per student, you know? And so it's like an accelerator, which is kind of good because we want the, you know, if we go to a district, we say, hey, we've got a funding partner that can help you get going. It accelerates. People come on faster and they come on bigger, knowing they've got support. But they have to have some skin in the game too. So the foundation doesn't cover everything. It usually covers about a third of their costs. But it helps tremendously. It makes them feel like, hey, there's somebody out here that believes in this and is going to support me, help me get started, get off the ground. So that's been a really positive thing. And we've had about, you know, we've had since the beginning, we've had probably about 30% to 40% of our schools have been supported by some kind of community, business, Chamber of Commerce Foundation initiative. So it’s -- our solution is really powerful and because of that it attracts like-minded entities that are wanting to support character development in kids. So that's been a steady thing, and we think it'll help us tremendously get through a COVID bump, or the ESSER from the COVID impact.

For sure. Great, thanks. That's real helpful.

Yes, does that help? Yes, okay.

Yes. Absolutely. A quick one on restructuring costs. You talked about it on the third quarter. You said there would be, I think we're at $300 million year-the-date. Are we done with restructuring, or will there be a further charge in the fourth quarter? It looks like the number of CPs came down as you had sort of forecast, actually a little less than you'd forecast -- you said maybe 24 more would come out, it looked like 20 came out if I have that right?

So Alex, the impact that we reported in Q2 and Q3 were from the same initiative, and we don't anticipate any additional restructuring charges in Q4.

Okay. And then last question. This is also for you, Steve. Help me and your investors understand this. This has been sort of a nagging point for me. I should probably understand it, so that's why I'm asking. Deferred revenue was up 15%, unbilled deferred was up 1% or so. In total, it was up 8.7% to $153.2 million. But when I scroll down to the balance sheet, deferred subscription revenue is down 16% from 95% to 80%. Obviously, that's not the whole number. And it perhaps applies just to subscription doesn't include services or training days, but what do you how do you explain that?

The balance sheet is Q3 versus…

August year-end.

Versus year end versus the prior year.

Does that make sense, Alex? So we're talking about different…

Oh, yes. It's not year-over-year. It's just year-to-date. Yes.

Yes, we're comparing different periods in one calculation versus the other calculation.

Yes.

So if I looked at -- yes if I look at Q3 ‘23 versus Q3 ‘24, yes.

Then the number should. [Multiple Speakers] That makes sense.

Okay, that’s good. Helpful, I'll take a look at it and make sure I understand it and if I have any further questions I'll do it on a follow-up. But thank you very much and again, congrats on the quarter.

Thanks for asking that Alex because those are the kind of things that are confusing so it's good to clarify those when they're in people's minds.

Thanks Alex.

Thank you. Our next question comes from Nehal Chokshi with Northland Capital Markets. You may proceed.

Hi Nehal.

Thank you. Hey so, you know, you list an unbilled deferred revenue year-over-year growth of 2%, deferred revenue growth of 15%. I presume that the deferred revenue growth is a much better indicator of your short-term billings than the unbilled because that's probably more representative of flattening and adoption of multi-year agreements. Is that correct?

Yes, yes, the unbilled deferred, sorry Nahal, nice to talk with you. Yes, the unbilled deferred comes from the multi-year agreement. And by its very nature, it is more lumpy quarter-to-quarter and period to period than the deferred. And the deferred is normally billed one year at a time. And many of those are one-year contracts or the annual billing of a multi-year contract. So yes, I think the way you described it is exactly right.

Okay, great. And that metric undoubtedly represents an acceleration from the prior three quarters and that is the primary reason why you guys feel very good about the signal of accelerating growth on subscription revenue, is that correct?

Yes. So just as you said, the portion of the unbilled deferred, we know that when that's going to be billed and as soon as we invoice, we know the pattern that that's going to come in to recorded revenue.

Okay, great. And what are your thoughts on pre-cash flow for fiscal fourth quarter, especially given what was, I think, a pretty solid pre-cash flow number for fiscal 3Q?

Well, we don't actually have guidance for the cash flow in the fourth quarter, we do expect to end up the year with a very good cash flow number, a good percentage of adjusted EBITDA. We just haven't given guidance on exactly what that is, but we expect to have a good free cash flow year.

So year-to-date, you're trending it above 100% of the conversion of free cash flow. That should not continue into fiscal 4Q basically?

Yes, I think that that 100% you know, stretch over time is a higher percentage than what we would expect just in normal circumstances. We've normally been looking at like, well, as you notice, Nahal, from looking quarter-to-quarter, that percentage is, you know, sometimes down around 40% and sometimes up like 150% of adjusted EBITDA. So it's very volatile as a comparison to adjusted EBITDA. But we look overall for it to be like 70%, 75% of adjusted EBITDA, with this year being an abnormally high year so far for several reasons. Working capital has gone in our favor for the three quarters and we've also had some fairly good prepayments on contracts. So yes, the 100% is -- it's all real. It's just a number that, again, will probably overall looking year-to-year be more like 70% to 75% of adjusted EBITDA as a balance of free cash flow.

Okay. Thank you very much.

Thanks, Nehal.

Thank you. Our next question comes from Dave Storms with Stonegate. You may proceed.

Good afternoon. Thank you for taking my questions.

Dave, good to hear from you.

Great to hear from you too. Thanks for taking my questions. Just want to start, there's a lot of talk about lead-in indicators. I'm hoping we could focus that in on the sales cycle and how closing times are trending. Maybe if you could give us a sense of how closing times are trending between renewals and then also any new logos and maybe a sense of what that looks like?

Sure. Yes, great question. So, you know, I would say that generally speaking, There are two very different motions, right? What it takes to get a new opportunity through the prospecting funnel into our deal progression cycle and to get that closed. And there's a cadence for that that can take anywhere from, sometimes it's as fast as a month, and sometimes on average that takes a number of months, usually for somebody to go from first interest to closing that first time contract with us. On the renewal side, fortunately, these are clients who have been using successfully our solutions. We can see that renewal in the pipeline. That renewal is in the pipeline the moment they sign the contract, and we know we're expecting that that's going to convert one year later from that contract. And so, I think that the real answer to your question that I think would be most helpful is that generally speaking, we're not seeing elongation, any more elongation right now in either of those than we've seen in the last few quarters. In fact, I would say if anything, it's maybe getting a little bit better out there, just the environment, certainly not materially worse in any way, maybe a little bit better for us as we come to the end of the year here. And I think that's probably more the question you're getting at.

Understood. That's very helpful. Thank you. And then just looking at the North American market for the enterprise vision, nice growth year-over-year. Any sense of kind of what's driving that outside of, you know, some of the stuff you've laid out at the top, you know, the drivers of growth and value? Is there any feeling of if that's pent-up demand kind of common fruition or anything else that may be a lead in that charge?

Yes, again, good question. I'd point to two things. And we've talked about these the last few calls as well. And I made a reference to this in my comments earlier. One, in the third quarter, we had quite strong retention. And so one of the indicators of the durability of the business, the subscription business, is the retention of both of logos of the actual clients themselves, but also the subscription revenue. And the third quarter was very strong. It was among our, you know, high water quarters for a third quarter going back over quite a number of years. And so we were encouraged by that. That's a pattern we've seen strengthening. It was strong in Q3. It was also strong in Q2, strong in Q1. So coming out of last year Q2, Q3 time period where those retention percentages weren't quite as strong as we had historically been accustomed to, it's been a strengthening quarter-by-quarter up to this most recent third quarter where it was the strongest had been in quite some time. So that's one kind of leading indicator that we saw. The other would be our services. So we talked last quarter quite a bit about the services attach rate and the booking of services. We mentioned that we expected those services, both the delivered services and the booking of new services that will be delivered in the future to both strengthen, and they did meaningfully in the third quarter. And in fact, they are continuing to strengthen in through the month of June. So those two things combined contributed to improving results and accelerating growth in the third quarter.

That's very helpful. Thank you. And then just one more if I could. Think about the international markets. I know, Steve, you mentioned that any weakness there was entirely due to the Chinese market. I know the Chinese market is kind of giving it fits and starts over the last several quarters. Any outlook there on maybe, finger in the wind, what we should expect going forward?

As far as what's going forward, we're hoping for a little bit better growth there in China. And I think our team's doing great work, and we're just -- there's some headwinds we face in China. In fact, Jen, do you want to just give a quick comment on China? I know that's something you spent a lot of time on.

Yes, of course. Hi, Dave. We are hoping, frankly, as a training and education organization in that space there are just geopolitical challenges for our Chinese citizen teams. They are all Chinese citizens they're working really hard and doing well, but in our particular space, who they are seeing or frankly us even being an American company is currently a challenge. And then of course China has their own economic challenges taking place. So I wouldn't venture a guess, Dave, as to whether or not that improves.

Understood. That's great, color. I appreciate you taking my questions and wish you all the best of luck in the next quarter.

Thanks, Dave.

Thank you. Our next question comes from Jeff Martin with ROTH Capital Partners. You may proceed.

Hi, Jeff.

Good afternoon, guys. How are you?

Great.

I was curious if you could give us an update on new content and content refresh this year. I know you had a lot of activity going on. I'm seeing some revenue uplift associated with that?

Yes, great. So this is a big year for us. We earlier this year launched the we've launched two substantial offerings earlier this year. The speed of trust refresh and with that the new companion offering around working at the speed of trust, which is the -- our step away from just addressing trust for leaders, but also extending that content down to individual contributor associates and companies. That's going well. We're pleased with what we're seeing there, particularly the broader adoption of trust now that we have this working at the speed of trust companion offering. We launched a few months ago Navigating Difficult Conversations. It's a module on just what it sounds like, how to navigate and have difficult conversations. That's also gaining traction. We're pleased with what we're seeing now. That's a first in a category for us. The first of a few things we intend to do to strengthen and round out a more fulsome communication category of offerings. That's at the top of the -- the next top of the list of things our clients would like to see from us. And then of course, we're right in the middle right now of getting ready to launch this fall the seven Habits. This will be the 5.0 edition of the Seven Habits. That's a -- it's been, gosh, nine-ish years or so since we refreshed and updated Seven Habits last time. That always drives a big cycle for us, and we're very excited about that coming this fall. And then in addition to that, there's been a lot on the technology side. The impact platform continues to get more and more powerful and more and more valuable to our clients, including AI capability that's now quite infused into that and it's AI coaching capability, as well that's built into the platform to help support learners as they're participating in impact journeys and also post-impact journey as a performance enhancing support coach, if you will.

[Technical Difficulty]

Jeff, I think I lost you there for a minute. Will you start that question over?

Yes, sorry, it's a little windy where I am. I was just curious if you're seeing any uplifts in the back-up of fiscal ‘24 as a result of those launches or relaunches, and if you expect that to have more prominent impact next year?

Yes. So the short answer to the first part is yes. I think that's part of what's helping drive an increase in services and certainly what's helping drive an increase in the overall net revenue retention as clients are expanding to take advantage of these solutions. And then to your second part of your question, yes, I think the real even more growth will happen next fiscal year. When we launch a new product, you can imagine it's another product inside this already powerful All Access Pass subscription offering. Many clients are in the middle of an impact journey, and the new product needs to work its way either into that impact journey or usually what will happen is it works its way into the next impact journey that their participants are going to go on with us. And so there's typically a bit of a lag. It can take six to really up to 12 months before we start to see the full impact of a new product launch. As clients become aware of the new solution. Our client partners have a chance and our implementation strategists have a chance to go in and then plan and plot out what the usage will look like for that then to really, really start to show up in kind of the lagging results around revenue and retention things like that. So early indicators positive, and I think the real action for a couple of these solutions we've launched this year will be felt in fiscal ‘25.

Yep, yes, okay. And then you referred pretty consistently throughout the year about the challenging economic environment. Just curious if you're noticing any sentiment shift among clients in your conversations on either a new logo basis or renewal basis in terms of their propensity to either spend more on these programs or whether they're still kind of in cautious mode?

I would say that the sentiment, if anything, is neutral to maybe a little bit more positive. It's not worse sentiment is how I would characterize that. I think people have their budgets now where we understand what they are, they understand what they are, and our client partners and sales people are doing a great job out there working with clients and hopeful that, that continues and if anything that the sentiment you know maybe even increases a little bit more but who knows, but right now I'd say neutral to maybe even a little bit better.

Okay and then you may, I apologize if this is a redundant question, but since for client partners and investment in new sales and growth from client partners in fiscal ‘25 and beyond?

Yes, great question. So we and Alex picked up on this a little bit too, we actually added back four net new client partners in the quarter. We've gone down by 24 at the end of last quarter, and then went back up by four. So I think we're at 269 at the end of Q3. Last quarter, I laid out in quite a bit of detail three important growth accelerating projects, Project Impact, which is around content and making sure we continue to feel the best set of solutions to kind of drive our 10-year product roadmap and vision, and then projects Speed to Ramp and Project Penetrate, which are about getting at this very large addressable, but not yet fully addressed by us market that's out there. And so a lot of work's being done with our in our sales org right now on how do we accelerate and enhance our go-to-market motion. And so more client partner hiring in fiscal ‘25 certainly than going backward in fiscal ‘24. And we're right now in the middle of modeling that out, we'll be able to give a good update as we kick off the new year, exactly what that looks like. I would just say, here we are today with a field facing force of around 450 people between our client partners, our implementation strategists, and our coaches. It's the largest we've ever had. And we look at the addressable opportunity out there and we look at companies like Gartner. We of course love to be Gartner in a lot of ways. But we look at companies like that and say, wait a minute, we're selling to a very similar audiences, senior leaders inside companies of all sizes. We have a powerful subscription offering, we add services to that, and the solutions we're selling are really important. And our client organizations need access to these solutions. Gartner's got 5,500 people in their sales organization. And so there's a -- I'm quite excited about the headroom to grow this and the work that's being done right now to get in and really map that out in an even more aggressive way than we have in the past and look forward to talking more about that as we get ready to kick off fiscal ‘25.

Very helpful. Thank you.

Thank you, Jeff.

Thank you. I would now like to turn the call back over to Paul Walker for any closing remarks.

Wonderful. Well, thanks, Josh, and thanks everybody for joining today. It was great to be with you. We appreciate all that you do to follow the company and understand the company and for your great questions and hope you have a wonderful rest of your day and rest of your week.

Thank you. This concludes the conference. Thank you for your participation. You may now disconnect.