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Executives

Bob Whitman – Chairman & Chief Executive Officer

Steve Young – Chief Financial Officer

Sean Covey – Executive Vice President, Global Solutions and Partnerships & Education Practice Leader

Shawn Moon – Executive Vice President, Global Sales and Delivery, Government Services and Education

Derek Hatch – Assistant Controller

Analysts

Jeff Martin – ROTH Capital Partners

Jim Larkins – Wasatch Funds

Anthony Cambeiro – Anthology Capital

Marco Rodriguez – Stonegate Securities

Carter Dunlap – Dunlap Equity Management

Franklin Covey Company (FC) F2Q 2013 Earnings Call April 4, 2013 5:00 PM ET

Operator

Welcome to F2Q 2013 Franklin Covey Earnings Conference Call. My name is Trish and I will be your Operator for today’s call. (Operator instructions.) Please note that this conference is being recorded. I would now like to turn the call over to Derek Hatch. Derek, you may begin.

Derek Hatch

Thank you, Trish. On behalf of Franklin Covey I would like to welcome you to our investor webcast this afternoon to discuss the financial results through the end of our F2Q 2013.

Before we begin we’d like to remind everyone 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 stabilize and grow revenues, the ability of the company to hire productive sales professionals, general economic conditions, competition in the company’s targeted marketplace, market acceptance of new products 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 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 obligations 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. Bob Whitman, the company’s Chairman and Chief Executive Officer. Bob?

Bob Whitman

Thanks, Derek. We’d like to welcome everyone to the conference call today and we really appreciate you joining us. We’ll set out today just talking specifically about our F2Q results and go through those in detail, and then turn the time to Steve Young. The thought maybe is that we could have a Q&A on anything related to this and I’d like to then spend some time on updating to the extent we have time then to talk about our strategic initiatives and the progress of those.

So maybe we’ll turn to Slide 3. As you know and as is shown in Slide 3, over the past year we’ve been fortunate to be able to achieve both significant and steady growth in revenue, adjusted EBITDA, our adjusted EBITDA margins, operating income, net income and net cash generated. And while any given quarter’s performance may have been higher or flatter, on a given twelve-months’ base the growth in all the factors has been strong and consistent. We were pleased to be able to continue these trends in F2Q, achieving growth on all of these key metrics.

I’m going to give just some headlines and then we’ll go into detail on the discussion. The financial headlines were that revenue grew 4.7% for the quarter and 7.7% for the trailing four quarters, and that basically splits into two kind of groupings, while revenue in the company other than Government and Sales Performance in Japan grew 16% during the quarter. So from that perspective our, as we’ll go into detail – our direct [to offices] in the US, they’re geographic and many of our national account practices had terrific growth.

This was partially offset by revenue declines in the Government region and in our Sales Performance practice, and by a primarily foreign exchange-related decline in revenue in Japan – basically flat in Japan in US dollars. I’ll give more detail on this later. Adjusted EBITDA grew 4.6% for the quarter and 19% for the trailing four quarters, again with much higher growth in the balance of the company partially offset by declines in Government and Sales Performance. Japan actually grew its EBITDA in F2Q despite its exchange rate-related decline in revenue.

Adjusted EBITDA margins stayed high at 13.8% for the quarter and increased to 15.9% for the trailing four quarters. Income from operations grew 16.9% in the quarter and up 55% for the trailing four quarters. Net income was up 37% for the quarter and 46% for the trailing four quarters. Net cash generated was up 8.9% for the quarter and up 33.7% for the trialing four quarters, and cash flow from operating activities increased 22.4% for the quarter. We expect to achieve accelerated growth on all of these metrics and measures during the back half of this year as we’ll discuss.

Some strategic headlines include that the ramp of our new salespeople, client partners, continues on pace, accelerated by our sales wheel structure that includes this lead generation, sales management and test substitution that we’ll talk about in the strategic section today. It’s exciting to see the growth in our domestic offices as this has taken hold and made really 16% in this last quarter, 17% and 21% in the previous quarter.

We added ten net new salespeople, client partners during the quarter; that makes 17 through the first six months. So we now have a total of 137 client partners at the end of F2Q and we do expect to meet our net hiring goal of 30 for the year which will increase our total to 150 at year end. We’ve accelerated our marketing and hiring investments to accelerate this hiring and growth.

Our Education, Execution, Trust and Productivity practices all grew more than 15% for the quarter, and in other strategic headlines the management stock loan program was repaid with 3.3 million shares being retired and returned to the Treasury. We also completed the purchase of the NinetyFive 5 sales training company which will roughly double the size of our Sales Performance practice and create we think very good momentum going into the future.

Also headlines regarding our outlook, we might as well hit this upfront: based on the strength of our F2Q for the vast majority of the company, the strength and momentum of the pipeline, both days and awarded revenue and our other pipelines, and the number of new hires we’ve added and are starting to ramp up we are reaffirming our adjusted EBITDA guidance range for the year of $30 million to $32 million with the goal of ending up in the upper half of that range.

So with those headlines I’d now like to briefly touch on each of these areas for F2Q and for the latest twelve months. Revenue: as you can see on Slide 4, in the three and a half years since the end of our F2009, which is a time when many in our industry have struggled to grow, we’ve been fortunate that our revenue has grown from $123 million to $176 million which is an increase of $53 million or 43% during that time period. Revenue for the quarter increased $1.8 million to $40.4 million, an increase of 4.7% compared to the $38.6 million we achieved in F2Q 2012.

As you know, because of the holiday season and the fact that many companies do their corporate kickoff events in the early part of January there are just fewer training days and so our F2Q tends to be our lowest revenue quarter. For our trailing four quarters revenue grew $12.7 million or 7.7%. As I noted before, many of our direct offices and practices grew substantially faster than the company itself, and in total as we said, revenue in the balance of the company grew 16% during the quarter, offset as previously noted in the year-over-year declines in Government Services, Sales Performance and by the foreign exchange.

Let me just talk about those briefly. The Government business, we’ve had this large contract that’s been maturing a little bit quarter-by-quarter and so we’ve had some just secular decline in that business. But with all the discussions to sequester as it relates to this kind of training and so forth, there was a feeling on the part of government executives that it was just bad form to be doing a lot of training or to be doing much at all when they were talking about laying people off or furloughing them; and that until they could get a budget set where they actually had spending authority that they were going to defer a lot of that revenue.

And that’s what happened to the Government business. Since then, as the budgetary issues have started to firm up they’ve now been able to make firm commitments in coming quarters. We won’t be able to make up all that we lost in the last quarter in the coming quarters – we expect that we’ll continue to have year-over-year declines in the government business in those quarters but at least it’s starting to firm up, and with the prospect that things could get better than we’re thinking right now. But even if it didn’t we at least feel like we have good transparency in the coming quarters.

For the Sales Performance practice, we mentioned last quarter and as you know, this is a practice grown from $3.0 million to about $8.5 million over the last four years; generally been good on the annual numbers but in certain quarters, as a large contract rolls off into a stabilized phase and new ones are starting to ramp up – we’ve had a number of quarters that have been lumping.

We think actually the acquisition of NinetyFive 5 will help that because they have a subscription-based service model, they have more stable revenues. That’s not the reason we acquired it; we think that will be a byproduct of having acquired it. But even without that we believed and believe that during the back half of the year we would have substantial year-over-year growth in the Sales Performance practice resulting in an overall positive, slightly positive growth for the year as a whole.

And so for us, this quarterly number for Sales Performance, although it was a big one – about an $800,000 decline – wasn’t a particular surprise, and we think it’ll be made up. And so if you net the two, Government and Sales Performance, both were down in this quarter. We think in the coming quarters that the positives from the Sales Performance side will offset, more or less offset declines that will be in Government so that that part of the business kind of is flat. And with things up and really up across the board in all the other operations, we expect substantial growth in the back half.

Breaking out the revenue for each of our channels, you can see in Slide 5 this tree chart. I’d like to maybe just briefly give you some detail, I’ll do it quickly. But you can see there that revenue in our (inaudible) [direct ops] to the US and Canada grew 10% in F2Q and 11% for the trailing four quarters with revenue in our four geographic offices in the US, excluding Government, growing 17% in F2Q on top of 21% growth in F1Q and 13% for the trailing four quarters.

I’d say that the basic story here is twofold: one, with the investments we’ve made in sales support, marketing, etc., our pipelines are growing. Those pipelines are being translated into revenue. The productivity of our sales force is growing and we’re adding a lot of people. As noted we tightened up the Government Services regional client which is $800,000 in the quarter and which is up 20%. For the trailing twelve months or four quarters, Government Services has actually increased 3%.

If you go to the next section, royalty revenue from our international licensee partners continued to grow during the quarter. As you know, our licensee partner network includes 40 partners representing over 140 countries. Their revenue grew 9% in both F2Q and for the trailing four quarters, reflecting continued momentum in our licensee partner network with 70% of our licensee partners growing over the prior year including seven of our top ten licensees. If you look at where this growth is occurring it reflects continued penetration in our Asia-Pacific region, particularly in China, Indonesia and Thailand, as well as strong performance in Germany, the Nordic region and Egypt, which is now recovering and restarting to do business.

Our licensee network has been as you know one of our most consistent areas in the company, having grown significantly in 13 consecutive quarters and having grown very substantially from around $27 million in 2004 to over $80 million for the trailing four quarters. We continue to have significant opportunities for growth in our licensee operations as they continue to implement best practices, expanding the size of their sales forces, adding more of our newer practice area content to their existing mix.

And several quarters ago we said we were also going to pursue growth in new areas that were either covered by a license and not active or that weren’t yet covered by a license. And we’re currently pursuing new opportunities and we have new partners in Russia, and with France and Africa now to take advantage of growth opportunities in those economies.

Next week we have our worldwide conference of the international licensee partners here in Salt Lake and so that’ll give the Executive Team a chance under Sean Covey’s leadership to be talking with each of these partners. But there’s a lot of excitement about them wanting to implement the same things that are happening in our own US direct offices and now increasingly in our international direct offices.

Going down the chart, revenue in our three national account practices increased $300,000 or 5% to $6 million in F2Q and grew 12% in the trailing four quarters. As previously noted, we had this decline in the Sales Performance practice which partially offset the significant growth achieved in our Education practice.

As you can see on Slide 5 there, revenue in our Education practice increased $1.2 million which is 57% in F2Q and $5.8 million or 52% for the trailing four quarters. Our Education practice has now signed up for over 1100 Leader in Me Schools in 25 countries which are using our Total School Transformation Solution. During the quarter we were excited to start our first Leader in Me School in China and we expect significant growth there, so we are very excited about that.

In our Customer Loyalty practice we had small revenue growth of 2% in the quarter, and that really reflects a transition where, as we mentioned in previous quarters, there was a large account that matured, outsourced a lot of their data collection revenue and so we had big revenue declines in the past several quarters; notwithstanding the fact that there weren’t a lot of new big accounts. Timing in this quarter, we’d expect the revenue from the new accounts offset on the trailing four quarters, the decline in the other, and that’ll continue in these coming quarters.

And I think we’ve already talked about Sales Performance practice enough, but with the acquisition of NinetyFive 5 we now have a complete offering, one that’s subscription-based as well as stand up; one that has we think a very powerful combined offering. It’s a partner that we’d worked with for years that had license rights to sort our content, and combining these we’ve lost no people yet it grows our sales force, it grows our offering.

We have an existing base of accounts and for the trailing twelve months we’ve had about $8.5 million of revenue in the Sales Performance practice – NinetyFive 5 was roughly the same size and so we would expect to get good profitable growth from these combined entities moving forward.

Finally, in terms of revenue, our direct offices in Japan, UK and Australia declined 10% during F2Q with a small net benefit of an 8% increase in revenue in the UK and a 6% decrease in revenue in Australia being more than offset by the 15% largely foreign exchange-related decline in revenue in Japan. So in Yen, Japan’s revenue was roughly flat – it as off a percent – while EBITDA in Yen grew 27%. We’re obviously not going to be able to control what the Yen does in the coming quarters. We anticipate that that may affect our top line some in the coming quarters but they actually achieved revenue growth in both US dollars and Yen, and so we’d expect that Japan as it did this quarter will contribute to our EBITDA growth in the future.

Let me just quickly hit the other key metrics: adjusted EBITDA as we said increased 4.6% for the quarter to $5.6 million compared to $5.3 million in F2Q 2012. As you can see in Slide 6, for the trailing twelve months adjusted EBITDA increased $4.5 million to $28.0 million which is a 19% increase compared to the $23.5 million of adjusted EBITDA we had for the same four-quarter period last year.

Adjusted EBITDA for both F2Q and for the trailing four quarters was the best ever for our current business. Obviously the previously discussed revenue declines in Government and Sales Performance had their effect on EBITDA contributions. We think the reduction in EBITDA just related to those two things during the quarter was around $1 million of decline in EBITDA.

We had additional expenses that were not insubstantial related to the acquisition of NinetyFive 5 but they also hit as [period] expenses so they’re no longer capitalized under new accounting rules. Our income from operations increased $0.5 million for F2Q to $3.3 million which is a 17% increase compared to the $2.8 million in income from operations achieved in F2Q last year. For the trailing four quarters, income from operations increased $7.0 million to $19.6 million which was an increase of 55% compared to the $12.7 million in income from operations achieved during the same four-quarter period last year.

And then finally, in net income increase - $400,000 for the quarter – you can see in Slide 8 that $1.6 million or $0.08 a share, a 37% increase compared to the $1.2 million or $0.06 a share in net income achieved in F2Q 2012. And that’s even after covering approximately $360,000 in after-tax expenses related primarily to the resolution of the management stock loan program as a non-cash charge. But nevertheless, it affected expenses and made about a $0.02 a share difference.

For the trailing four-quarter period, net income increased $3.0 million to $9.5 million which is up 45.5% compared to the $6.5 million net income for the same period of last year – and again, this is after swallowing these additional expenses associated with the management stock loan program and the acquisition of NinetyFive 5.

Going to Slide 9, our net cash generated for the quarter increased by $400,000 to $4.5 million. It was up 9% from last year’s F2Q. For the trailing four quarters net cash generated increased to $22.6 million, an increase of $5.7 million or 33.7% compared with the $16.9 million during the same period last year. Our cash flow from operating activities which you can see in Slide 10, for the quarter increased $1.9 million to $10.5 million which is an increase of 22.4% compared to cash flow from operating activities of $8.6 million in F2Q 2012.

The final metric is our EBITDA margin. Our adjusted EBITDA margin remained strong for the quarter, equal to the highest we’ve ever achieved in this quarter at 13.8%; and for the trailing four quarters with the significant flow through of increased revenue to adjusted EBITDA we had adjusted EBITDA as a percentage of sales grew to 15.9%, up from 14.4% a year ago and 12.0% in the year before.

We expect to continue strong revenue growth and continued high flow through of incremental revenue to adjusted EBITDA. We expect our adjusted EBITDA as a percentage of sales to continue to increase and believe it should reach approximately 18% on a full-year basis in the next 18 months or so.

Two other topics: ongoing investments – we’re pleased that these operating results are being achieved while continuing to make significant ongoing growth investments in the business. And always the question is do we hire the right number of people to really accelerate growth in future quarters or do we hold them back and get higher EBITDA in the current quarter. We made the decision as you can see in Slide 12 to add a substantial number of people over the last twelve months with a heavy emphasis in F4Q and F1Q.

You can see from this chart where they were added, that Slide 12 shows between client partners and the direct support around them, that 52 includes the client partners. And so primarily we were adding client partners but we’ve also added new sales managers to mentor these new client partners, to help in their ramp-up; field administration support – six; and then in our R&D and practice leadership – five; and then the whole corporate administration was only six.

And so you can see that our investment is heavily focused right where the revenue meets the road which is on hiring sales people and the people who help them directly to book appointments and book revenue, etc. We absorbed a lot of that, if you add that up almost 80 people in the last year and although the investment’s been made, we don’t anticipate making significant additional investments in these outer rings in the coming quarters but we’ll continue to add to the specific client partners. And so as the ramp up occurs we’ll see revenue and flow through increase in these coming quarters.

The total of all these growth investments was more than $17 million for the trailing four quarters, and so for us to be able to swallow those investments and still be able to grow adjusted EBITDA and net income during that same period – I think for us that’s the first time that we’ve stepped out that aggressively in adding but we think it’s going to add significantly to our growth potential in the future.

Final topic on this: the flow through of incremental revenue to incremental adjusted EBITDA. As you know, over time our expectation has been that we would generate 35% of incremental revenue with flow through to increases in adjusted EBITDA. Historically we’ve been a little ahead of that. For the trailing four quarters it was a little ahead, too, at 35.3%.

During the first half of F2013, however, the (inaudible) flow through has been just 15.4%. Some have asked is that due to just a fundamental change in the business model? We think the answer is no, that while a portion of this actually reflects the increased costs we’ve talked about in hiring the sales force infrastructure, etc., the biggest impact is really the decline in revenue in the Government Region and the Sales Performance practice in this first half which we think will rebound as it relates to the Sales Performance practice in the back half.

So with the expected increase in revenue from the people we’ve already hired, with the curtailment or the lack of need to hire a lot of other support people now that we’ve gotten this big group in, we expect to have normal flow through of revenue related to sales growth in the back half of the year and that that’ll be our norm – 30% plus flow through will be the norm going forward.

We had two exciting developments during F2Q. One was the resolution of our management stock loan program. As previously announced, during F2Q our share price increased to the point that the value of the management stock loan program participants’ shares slightly exceeded the amount that they owed to the company. As a consequence [we returned] 3.3 million shares in full repayment of their outstanding loan balances, and that was a terrific thing for everybody.

Because this occurred late in F2Q the weighted average number of shares outstanding for F2Q did not really reflect the benefit of the share retirement. Also during the quarter all of the remaining warrants were exercised on a cashless exercise and as a consequence of these combined events the actual number of shares currently outstanding is now 16.3 million – approximately the same normalized share count that we’ve been speaking of for years and which some of you as analysts have estimated.

At a price of $14 a share the fully diluted number of shares is slightly higher at 16.4 million, so 100,000 shares more but basically this number of 16.3 million, 16.4 million is our share count and we think in future quarters this will significantly reduce the complexity from what many of you have experienced in trying to calculate the company’s number of shares outstanding in the past; while also of course increasing all of the per share calculations relating to our performance – earnings per share, [adjusted] EBITDA per share, etc.

We’ll also help new investors have a clearer understanding of the true multiple at which we’re trading as you can see on Slide 22, as the revised number of shares outstanding even at $14 a share, the valuation multiple if we were to hit midpoint of our guidance range this year of $31 million of adjusted EBITDA would be approximately 6.9x. And given the significant growth we’ve had and continue to have we feel like that will hopefully be attractive to many. Finally the other thing we mentioned was the acquisition of NinetyFive 5. I think we’ve talked about that; we can answer further questions about that in the Q&A.

Finally, our momentum is strong and our outlook is positive. As you can see on Slide 23, our pipeline of booked days and awarded revenue which as you know is business already booked or awarded – and this metric is for our five direct offices in the US and Canada and our national account practices. It grew $3.8 million during F2Q to $33.1 million, reflecting a 13% year-over-year increase compared with the $29.3 million we had at the end of F2Q [2012].

And this makes it the largest ever pipeline for the end of F2Q and you know, it may be worth noting that that increase is after a pretty significant decline in the pipeline related to Government. So this says our corporate business is really growing, the contracts are building. Our prospective business pipeline, which as you know measures new revenue currently being discussed but not yet contracted is really up significantly compared to the last year and it’s historically been a very strong predictor of the likely strength of our bookings and revenue in the coming quarters.

To be specific, in our five direct sales offices in North America, and this includes Government, the prospective business pipeline at the end of F2Q was about 20% larger than at the same time last year. This is attributable both to the increase in the number of client partners, the significant increase in the number of hours they’re spending face-to-face with their prospective clients; the increase in the productivity of our sales people, and the positive impact that we’re having. As our lead generation engine just cranks up we expect a lot of this to come through.

In our international direct offices we showed growth approximately 8% higher than at the same time last year. As you know, in these offices they’ve been later to adopt and we’ve been later to push the adoption of the same marketing programs and facilitator programs that we have in the US. They’re now starting to do that and starting to build their pipelines.

Our national account practices, which include Education, that pipeline has grown more than 50% higher. This includes both Sales Performance and Education. They’re more than 50% higher than at the same time last year. Our Certified Facilitator orders, which as you know is one of our unique assets, is our base of facilitators who are employees of our client companies. They order materials – hundreds of thousands of training manuals or PDF files or whatever, and it really is a big metric that’s grown and this continues to grow.

Over the past three years, facilitator orders from clients serviced by our direct offices just in the US have increased from $30.2 million in F2009 to $34.6 million in F2012, and are up 32% year-to-date for F2Q. So we’re encouraged here that the content that we’re developing, the new offerings such as [Five Choices] are really hitting the mark. This coming year our major product development effort will be in the Leadership category.

So with the strength of this and the momentum we’re continuing to see in the business we believe it’ll continue to play through in the coming quarters and beyond; and as a consequence that [notably] we’re reaffirming our F2013 full-year adjusted EBITDA guidance range of between $30 million and $32 million, with the goal of ending up in the upper half of that range.

As we noted last quarter, given the strong growth in our Education practice, much of the revenue of which is recognized in the late spring and summer when school’s out and teachers and administrators have more time to go through training, and the growth of our base of certified facilitators that we just spoke about who tend to purchase a disproportionate amount of their materials during our F4Q when we have our annual buy ten get one free offer that’s become a tradition.

With that and our booking pattern we would expect a significant portion of our expected growth in revenue and adjusted EBITDA to be in the back half of the year and particularly in F4Q. And so we expect as I mentioned, declines in Government will likely be offset by gains in Sales Performance. Everything else has been growing and we expect it will continue to do so, and that any declines in Government would be more or less offset by gains in Sales Performance.

And so for us, we expect a good second half with most of the growth occurring in F4Q. And with that I’m going to turn the time to Steve.

Steve Young

Thanks, Bob. Good afternoon, everyone. It’s nice to be with you today. My opportunity is normally to talk about the balance sheet and some hidden treasures and misunderstood items, so now and in the future – now that our management stock loan escrow program is resolved and the warrants are all exercised, and we are able to utilize our foreign tax credits now and everyone pretty much understands our finance obligation – our balance sheet discussion will be pretty straightforward and focus primarily on cash.

So one of the ways that we’ll know that the strategy that we’re pursuing is working is in the change in our cash balance. To that end, we’re happy that the cash balance increased $8.3 million to $15.5 million this quarter. That’s an unusually high increase for us. Compared to other quarters our F2Q is always the quarter of highest increase so that was expected due to a decrease in accounts receivable plus operations. But we do expect to be a company that generates cash. In our F3Q we will have some earn out and acquisition payments, but again, it’ll be pretty much a straightforward discussion of the balance sheet we expect, and the focus on cash.

Just a few numbers that we normally talk about: first of all, the amount of amortization in our cost of sales this quarter was about $500,000. We expect that to be about $2.3 million for the year. Depreciation and amortization expense last year was about $5.5 million. We now expect that to be closer to $6.0 million this year; a change resulting from the NinetyFive 5 acquisition and the amortization of intangibles related to that acquisition. Our net interest and discounting costs totaled $600,000 again this quarter. We expect those to be less than $2.8 million for the year. And we expect our effective tax rate to be less than 43%.

The amount of share-based compensation in this quarter, which is included in SG&A but not in adjusted EBITDA is about $1 million. The amount of share-based compensation expected for the year will be around $3 million or just a little bit higher. So in my conclusion I’m pleased with our strategic direction, our continued investment in growth and we expect to be profitable and generate cash.

Bob Whitman

Thanks, Steve. With that why don’t we now open it to questions particularly about any of the results for the quarter; but if you have questions about strategies going forward we’ll address those and we have a few additional slides that might be useful if we get to questions about how the growth initiatives are going. So we’ll open it to questions at this point, if we can have the moderator do that.

Question-and-Answer Session

Operator

Yes, thank you. We will now begin the question-and-answer session. (Operator instructions.) And our first question comes from Jeff Martin from ROTH Capital. Please go ahead.

Jeff Martin – ROTH Capital Partners

Thanks, hi Bob, hi Steve.

Bob Whitman

Hi Jeff.

Jeff Martin – ROTH Capital Partners

Bob, I was hoping you might go into a little more detail on what specifically gives you conviction on the improvement in Sales Performance practice in the back half of the year.

Bob Whitman

Yeah, the main thing really is that we tend to have a relatively small number of large contracts, Jeff, unlike in our corporate business where we have a relatively large number of smaller contracts. Here in the Sales Performance practice we have large sales forces and large technology and professional services firms, and so what gives us confidence – and I can ask Shawn Moon if Shawn’s on the call-

Shawn Moon

Yes, I am.

Bob Whitman

Okay, Shawn. As a matter of fact, why don’t you just take and handle this one?

Shawn Moon

Hi Jeff, good to talk with you. There’s a couple reasons why we have good confidence in the back half of the year with the Sales Performance practice. As Bob was saying, the way the practice has historically acquired our clients is targeting these large organizations of $5 billion in revenues, [clients] that have very large sales forces. The good news when that happens is we acquire these large multiyear deals; they’re very pervasive and deep. The problem is you don’t have the volume of the smaller deals to offset the timing of the coming and going of those deals.

So one of the things that we have been working on and we’ll be focusing on in F4Q is a rollout of a facilitator offering within that that acts as an entire new market. We have a very aggressive launch plan associated with that. And so what that gives us, Jeff, is the ability to continue the large client acquisitions which we are continuing to do at a healthy pace – we’re encouraged by that – while focusing on rounding that out like we have done in our other practice areas. You have [Cust] as an example, Leadership Practices is another example of rounding out the bigger deals with smaller deals that are a little bit quicker to be done.

The second thing that encourages us is with the acquisition of NinetyFive 5. They have an online coaching capability that is very accessible to a broad base of organizations, far deeper than what we’ve had before. So we have an existing client base that we can go after and upsell our services but we can also go after a new market based on our relationship with them. So those are two key areas that we feel like give us a lot of confidence that the traction that we’re seeing in our large accounts will be augmented by a more balanced approach to the portfolio.

Bob Whitman

And Jeff, one additional thing is that our pipeline just of contractual business, forgetting the client facilitated option, is also larger independent of the NinetyFive 5 than it was last year. And of course with NinetyFive 5 it’s larger by a significant amount. So I think the pipeline usually gets delivered in the next couple of quarters; that plus the 50-city product launch of this client facilitated option which we’ve never had, it feels like we have more upside on our forecast than down.

Jeff Martin – ROTH Capital Partners

You mentioned, Bob, that NinetyFive 5 is a subscription model. I was hoping you could give us some insight there into how much of the $8 million to $9 million is subscription base, whether that’s higher margin, what sort of impact that has on the business and the margin structure; and then also if that’s something you plan to take to the existing Sales Performance practice.

Bob Whitman

It is. In fact, maybe we should make one comment. NinetyFive 5 has merged in and the day after the acquisition there is now just one practice, which is the Sales Performance practice. They both had initially the same content base because years ago, the guys who founded NinetyFive 5 came to us and asked if they could get a license rate to some of our content including our Sales Performance content because they thought our content was the best – they helped to develop it, by the way. And they felt it was the best and they wanted to create this set of tools and coaching and the five online services, etc., that they have.

And so the sales force was integrated. We’re picking up accounts that our existing consultants can do more work in. They’re picking up accounts that they can do more services in. The actual subscription service portion of the revenue, of this $8.5 million of revenue is about $1.0 million today and so it’s a portion and it’s an important portion. It’s kind of like our My4dX software is in the Execution practice – it’s significant but not dominant. It doesn’t change a whole business model but it does smooth out, have very high gross margins and gives a stickiness to our offerings so that they’re ongoing.

When we finish training what’s been happening, as Shawn said, you get a big bulge and then it drops off. We don’t have ongoing coaching services or other online services to provide an ongoing bridge of revenue. And so we think the effect will be immediately we’ll get some additional revenue and EBITDA contribution; over time we’ll be able to build larger, more strategic and lasting accounts.

Shawn Moon

Just one final note on that, Jeff. The deal size as we look at similar-sized organizations and similar-type engagements, the NinetyFive 5 portion of the deal size is about twice what the Sales Performance practice deal size has been. So we believe this will positively impact the size of deals as we move forward as well.

Bob Whitman

And reduce the steepness of the bell curve on that.

Jeff Martin – ROTH Capital Partners

Okay. And then can we switch gears to the Leadership practice real quick? There’s not been a lot of discussion to this point but it did have a decline year-over-year. I was hoping you could shed some perspective on that and what your expectation is for the balance of the year.

Bob Whitman

Sure. Let me just mention, maybe put this in for context, but we have three practices that are sold by their [own]… As you know, the national account practices have their own sales forces but Leadership, Trust, Execution and Productivity are all sold by the same salespeople. And so in some cases, if you sell more of one you might sell less of another. We have had a big push in our Productivity practice over the past couple of years with the creation of [Five Choices] and then the recreation of our project management content to get out there and let existing clients and new clients know about these new offerings.

As you can see, the growth in the Productivity practice has been substantial. We’ve also done a lot of marketing and such in the Trust practice because it’s newer and has the newer content, and it’s also grown substantially; execution, same way. And so I think what’s kind of gotten the…. While Leadership has a very strong base and it continues to be our largest practice, the growth rate – we’ve not had the marketing focus, the new product launch, the new tools, etc. The consequence when we have had that is the marketing [goes] everywhere else and so it’s more a substitution issue.

As I mentioned, it still remains strong and our largest, and for the year as a whole. For the trailing four quarters it’s down 6%; it’s been up actually in certain of our offices and sectors, and certainly we have some (inaudible) accounts there. The focus here is we now have named a new Leadership Practice Initiative Leader – [Catherine Nelson] who’s leading this. We’re doing the same thing we did for years in building up the others, which is out there doing trial marketing events.

We’ve done a few dozen of those now and by this time next year, approximately this time next year we’ll have the new Seven Habits course with all of the surround sound and stuff that will go with that. This is a very, very big effort, really our biggest ever effort and new product development; and it’ll be the company doing a 200-city plus tour, marketing events, all the sales people are being trained on how to do this. So it’s really a question of focus but we didn’t want to put the focus there until we had the new offering to go with it, so that’s really what’s happening there.

Jeff Martin – ROTH Capital Partners

Okay, thanks. I better yield to other callers. I’ll come back in.

Bob Whitman

Thanks Jeff.

Jeff Martin – ROTH Capital Partners

Thanks.

Operator

Our next question comes from Jim Larkins from Wasatch Funds. Please go ahead.

Bob Whitman

Hi Jim.

Jim Larkins – Wasatch Funds

Hello, just a couple quick details. You mentioned that there was $0.02 of costs that came in from the stock loan retirement. Where did that hit in the income statement?

Steve Young

$500,000 of that is in share-based compensation which is included in SG&A, excluded from adjusted EBITDA. The rest is costs related to the NinetyFive 5 acquisition and legal costs, etc., and those would hit in SG&A.

Bob Whitman

But the total is, the after-tax effect is the $0.02, Jim.

Steve Young

Yeah, you take $600,000 of direct costs and the number that Bob talked about was $360,000 which is the after-tax amount, which is about $0.02 a share.

Jim Larkins – Wasatch Funds

Okay, great. And did you buy any stock back in the quarter?

Steve Young

We didn’t buy any back in the quarter. Primarily we were anticipating this NinetyFive 5 acquisition and our earn out related to Covey Link, and we didn’t buy any in the quarter; which I think the next question is do we plan to and the answer is yes. We have our $10 million in place and we plan to look at that every quarter and buy shares.

Bob Whitman

Yeah, just a note on that – to date, and we haven’t bought a ton of shares to date but of course at the end of F1Q because we were funding the big growth in the back half of last year. We also only had $7 million of cash which is below our threshold. In this quarter we were above, but if we were negotiating the NinetyFive 5 acquisition it wasn’t clear at the time how much cash we were going to need to close it – we thought it was strategic. What we ended up negotiating was a series of four payments and the primary reason for that was so that we could keep our liquidity high so that we could in fact continue to buy shares at 6.9x EBITDA. So we would expect to be buying in this next quarter or in the current quarter.

Jim Larkins – Wasatch Funds

Okay, perfect. And then you said tax rate for the year should be a little below 43%? Did I get that right?

Steve Young

Yes. To some people that might not be as exciting as it is to us since it’s been in the 60%s and 70%s in the past, but yes, that’s what we said.

Jim Larkins – Wasatch Funds

Okay great, thank you.

Bob Whitman

Thanks, Jim.

Operator

Our next question comes from Marco Rodriguez with Stonegate Securities. Please go ahead. (Operator instructions.) Okay, we’ll go to the next question from Anthony Cambeiro from Anthology Capital. Please go ahead.

Anthony Cambeiro – Anthology Capital

Hi guys.

Bob Whitman

Hi, how are you doing?

Anthony Cambeiro – Anthology Capital

Good, how are you?

Bob Whitman

Great.

Anthony Cambeiro – Anthology Capital

Terrific. So my question has to do with when do you think you will start to see accelerating revenue growth? So and not just positive growth but you go from growing 6% a year to 10% to 12% - just based on the math of the new hires and their ramp up, can you shed any clarity on assuming the model works the way you’ve got it when you start to show accelerating revenue growth?

Bob Whitman

Yes, in fact if it’s easier for you to go to Slide 18 – I don’t know how the system works, is it easy for you to do that?

Anthony Cambeiro – Anthology Capital

Sure.

Bob Whitman

Slide 18, for everybody who would like to follow along, shows the impact on revenue of adding on top of what we have now and the growth of productivity and the ramp up of people we have now – if you hire net 20 a year for five straight years, all of a sudden you have an extra $78 million or 30 net hires, which is what we’ve announced we’ll do this year, you get to $117 million by the fifth year. And so the effort we’ve been making… When we put the stake in the ground last year and said “We’re going to start hiring net 30 a year,” we had to build the pod structure around it as you saw in that bulls’ eye target.

And our goal there is frankly for those offices who are running it, 25 of those hires will be in the US offices. The revenue growth has already started – as I mentioned, 21% last quarter, 15% this quarter absent Government, just leave that aside for a second which hasn’t been really playing the same game. And so with the acceleration of the new hires, I mean we were hoping that in the next year or so, year and a half that we’re mid-teens growth rate in the US offices, say excluding Government.

We started the same process where we’re hiring five a year in the three offices this year at least in Japan, Australia and the UK, but with marketing support and starting to build their pods we need to get them from the low single-digit growth to high single-digits to low double-digits, and we think we can. The licensee business, Shawn, you may want to talk about what the acceleration plans are there and how long it’ll be before you think you’ll… You’ve been growing at 13% compounded so that’s pretty good, but…

Shawn Moon

Yeah, we think we can continue the growth. Over the last eight years it’s been 13% and we think we can continue that and maybe even accelerate it with the same things we’re doing here with the direct offices, which is hiring more client partners, salespeople and ramping them more effectively.

In addition, there are several large economies we have yet to really engage fully – like we mentioned before, France and Russia are coming onboard – and the opportunity for new practices to grow with our international partners is huge. Still 65% of our revenues internationally are coming from this one practice, Leadership. Here in the US it’s more like 35%, and so the opportunities for Trust, Execution, Education and Productivity to grow internationally while continuing to grow Leadership are tremendous. So anyhow, generally we think if we can continue what we’ve done in the past that’ll be great and we’d love to accelerate it.

Bob Whitman

Was any of that helpful?

Anthony Cambeiro – Anthology Capital

Yes, thank you. And good luck.

Bob Whitman

Thanks very much.

Operator

We have Marco Rodriguez from Stonegate Securities. Please go ahead.

Bob Whitman

Hey, Marco.

Marco Rodriguez – Stonegate Securities

Hi guys, sorry about the little technical difficulties on my end. I have just a couple of quick follow-ups. I’m sorry if I missed this in your prepared remarks but the 4x hit to revenues as well as the Government Services decline in revenues, can you kind of quantify that as far as dollar figures?

Bob Whitman

Yeah, for Japan it was around $700,000 in the quarter with the FX impact. In local currency, in Yen, they were basically flat – it was down 1% actually technically. And they grew EBITDA in US dollars and Yen but it was about $700,000 in the quarter. For Sales Performance it was closer to a $900,000 decline in revenue for the quarter, obviously all in US dollars – it wasn’t a foreign exchange issue.

Shawn Moon

Government Services was about $800,000 in revenue.

Bob Whitman

Yeah, Government Services was also about $800,000. So you basically had in Government Service and Sales Performance, between the two of them it cost us $1 million basically of EBITDA for the quarter. Like I said, we think the growth in Sales Performance in the back half will offset any decline in Government. We don’t expect an increase in Government but it’s possible that the decline will be less than we’re including in our forecast.

Marco Rodriguez – Stonegate Securities

Okay perfect, that’s helpful. And then the NinetyFive 5 acquisition, can you discuss any sort of integration issues or where you are in terms of the overall integration?

Bob Whitman

Sure. Shawn Moon, do you want to respond?

Shawn Moon

Yeah, the teams actually… One of the things that’s working to our advantage, Marco, is that these teams know each other. The founders of the NinetyFive 5 were individuals that had been part of the creation of the content in the first place many years ago, and so the integration so far has been pretty seamless. We have the teams working together now as fully integrated teams. We have chosen not to run them independent but actually have them become the new Sales Performance practice. So their salespeople have integrated with our salespeople; the same with their delivery people and our delivery people.

They had some capabilities in terms of coaching and technical expertise that we didn’t have and so there was not any overlap there. The only overlap came in areas where we actually needed additional resources which was in sales and delivery, so we are marching forward. The team is actually meeting together – they met together last week for a couple days and we have our Leadership team in town this week, excuse me, next week. And the plan is all about hitting the quarter.

So anytime you bring organizations together there are bumps in the road but so far we have not experienced any big bumps yet, and people are pretty energized about what is happening. One of the things that helps us frankly is that we ran into each other quite a bit in the marketplace. And so both organizations perceive this as a barrier being removed – we’re not competing against each other around the same content. So that’s helped a lot. There was great celebration on both sides when this was announced in terms of territory conflict.

Marco Rodriguez – Stonegate Securities

Okay, that’s helpful. And are the existing Franklin Covey salespeople on the Sales Performance side, do they need special training or education to cross sell this or is it pretty simple?

Shawn Moon

Well, there’s some to be honest and that is actually taking place now. Again, the good news is that it is around our content and so it’s just a matter of understanding how this integrates – how the additional services integrate. But I would also say the practice prior to the acquisition had identified a couple of key areas where we knew we were deficient, and one was in technological support and the other was in the support of coaching. And so they actually had what we were working toward building and setting money aside to invest in that in future years we won’t have to do that. So the ramp up around those things is maybe less than it otherwise would be.

Marco Rodriguez – Stonegate Securities

Got it. And then lastly, in terms of your guidance for this fiscal year, you didn’t make any adjustments to it given the acquisition. And given the commentary and the excitement level that it sounds like you guys have for this acquisition, I’m kind of wondering what might be behind the not changing the guidance upwards.

Bob Whitman

Yeah, I think basically the Government decline and uncertainty on the Government is likely to at least… Again, as I mentioned we’re hopeful the momentum will continue to build and that we’ll find out as we did last year by the end of our F3Q that in fact our pipeline was sort of significant, that we thought we’d be in the upper end of the range where last year we increased guidance and we’d love to be in that same position this year. Given the transparency we have right now of the pipelines, it sounds like we ought to – that keeping it in that range gives us a good shot to, even if Government were to not improve at all we think we can still hit the range and with possibly some upside.

The acquisition itself won’t add a ton of EBITDA this first year. There are some integration costs, you’ve got some development costs that are being expensed and those sorts of things, but it’ll still be accretive in this year.

Marco Rodriguez – Stonegate Securities

Got it, thanks a lot guys.

Bob Whitman

Thanks, Marco.

Operator

Our next question comes from Carter Dunlap from Dunlap Equity Management. Please go ahead.

Carter Dunlap – Dunlap Equity Management

Oh thank you. Everybody else has hit all my questions. Thank you.

Bob Whitman

Thanks Carter, thanks very much.

Operator

And we have Jeff Martin from ROTH Capital with a follow-up. Please go ahead.

Bob Whitman

Hi Jeff.

Jeff Martin – ROTH Capital Partners

Thanks, hi guys. Could you give us some perspective of what the trailing twelve month revenue base is tied to Government?

Bob Whitman

Yes. Yeah, so let’s see, I think I’ve got a slide on that. Slide 5, Jeff, we’ll take a quick look at that. Government Services for the trailing four quarters, if you see it up in that first box on the right-

Jeff Martin – ROTH Capital Partners

Oh, I see it, yeah.

Bob Whitman

For the four quarters ended March 2, 2013, $19 million, so roughly 10% of our total revenue.

Jeff Martin – ROTH Capital Partners

Okay. And can you give us some perspective on how long you foresee a decline in Government? Is this something that could take a year to resolve? Is it too uncertain? Do you have any views at this point on it?

Bob Whitman

Shawn, do you want to address it from your perspective?

Shawn Moon

Sure. It is a little uncertain, Jeff, right now given the budgetary woes that we are experiencing but it is settling down. And the uncertainty, when you have a new administration coming in and the leadership teams that follow within each of the agencies, the agency where we have our large government contract the administration has not formalized all of the leadership team there so there is some uncertainty there. We anticipate that over the course of the next twelve months that we will see some increased traction there. We’re seeing willingness and the desire on the part of the buyer. When the uncertainty settles down we anticipate over the next twelve months being able to get some traction back.

Jeff Martin – ROTH Capital Partners

Okay, my other question was on China and the Education practice, and getting the first school onboard. I would imagine that’s a huge potential market for you; I was just curious if you can kind of shape what that market opportunity is and if that could come on fairly quickly.

Bob Whitman

Yes, Sean Covey?

Sean Covey

Sure. Well, it is a big opportunity and we’re excited to get our foothold in there. Our plan is to go direct, not work with our partner in China – our international partner, our licensee partner but to go direct and to look for partners already established in China. And so this first school is part of a partner there in China that’s already established, that just has one little niched in a certain city. The plan would be to get a partner or multiple partners to go to market with and to try to get, literally start with a few dozen and get hundreds and even thousands of schools eventually.

In Brazil, we found a great partner in Abril, we talked about last quarter, and they’re one of the biggest education companies in Brazil. And because of that partnership we’ll be able to penetrate very fast in Brazil. In like manner we’re thinking really big about China. We hope to get to the thousands of schools, not just you know, a few here or there. We know that quality is the key. If we do the first few schools very well and right it’ll spread fast.

In education people talk – word of mouth is the best marketing. So the plan is start small, start smart, go with partners and with the end in mind of getting really big and getting to thousands of schools and hopefully millions and millions of kids.

Jeff Martin – ROTH Capital Partners

Great, thanks guys.

Bob Whitman

Jeff, just to follow up on your question about Government, I’d say that we, you know, I mean on one hand this Government thing has obviously interrupted the quarter and such. But given the size of the Government and the really small amount of revenue that we get, and the success we’ve had in certain pockets, we’re not accepting this idea that Government’s just going to be tough for a long time. If you look at the number of multi-unit operators in Government, you know, I mean in the Veteran’s Administration there are 85 hospitals that are run virtually identical. We do no Execution work in any of those and yet in our corporate business we’re doing lots and lots of Execution in multi-unit operators like lodging chains and restaurant chains, etc.

We just have not in that business, we’ve had our hands full servicing the business that we’ve had and we’ve now been adding people. But we anticipate, let’s (inaudible) and say it’s a very, very tough world for a long time – folks in Execution and things that we were able to do in the Department of Defense, when they lost their whole budget in 2002-03 with the Iraq War and yet we did more business in the Department of Defense in the coming years than we did in the previous years, all around Execution.

So on the agency side, we need to go out and win that business, we’ve got plans to do so. Marketing events are occurring now, and so I think it will take a few quarters for that to build in the pipeline but we’re not going to say let’s say that Government never recovers in the general case. That won’t be the case. In terms of the government itself expenditures, we expect that with the offerings we have we ought to be able to win more than our fair share and grow that business. We’re not accepting lack of growth anywhere.

Jeff Martin – ROTH Capital Partners

Okay, that’s great perspective, thanks Bob.

Bob Whitman

Thanks. I know we’re past our time. We’re delighted to continue answering any questions if there’s interest on the part of any of you all to do so.

Operator

Okay, we actually have no further questions at this time so I’ll now turn it back to you, Bob, for any closing remarks.

Bob Whitman

Alright, my closing remarks would be thank you all for being on the call today. There are some additional slides that might give more perspective that are part of the deck there that give you progress on the ramp up of the sales force, the hiring, the sales wheel, etc. but I think those are pretty much self-explanatory to use those as reference for today. We appreciate all your support. We are committed to growing every business every quarter and I’m glad that we could, despite some of the other challenges, grow in this past quarter. Thanks very much.

Operator

Thank you. Ladies and gentlemen, this concludes today’s conference. Thank you for participating, you may now disconnect.

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