What changed in FRANKLIN COVEY CO's 2024 10-K compared to 2023?

Across the narrative sections we track, FRANKLIN COVEY CO (FC) added 472 paragraphs, removed 517, and edited 361 between the 2023 and 2024 10-K filings. The biggest movers are Item 2. Properties (+375/−438), Item 1A. Risk Factors (+97/−79).

Did FRANKLIN COVEY CO add new Risk Factors in the 2024 10-K?

Yes — Item 1A Risk Factors shows 97 new/edited paragraphs and 79 removed paragraphs versus the 2023 10-K.

Where does this FC 10-K diff come from?

The source filings are FRANKLIN COVEY CO's official 2023 and 2024 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in FRANKLIN COVEY CO's 10-K — 2023 vs 2024

Paragraph-level year-over-year comparison of FRANKLIN COVEY CO's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+472 added−517 removedSource: 10-K (2024-11-12) vs 10-K (2023-11-13)

Top changes in FRANKLIN COVEY CO's 2024 10-K

472 paragraphs added · 517 removed · 361 edited across 2 sections

Item 2. Properties+375 / −438 · 306 edited
Item 1A. Risk Factors+97 / −79 · 55 edited

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

55 edited+42 added−24 removed91 unchanged

2023 filing

2024 filing

Biggest changeFurthermore, various drafts of a comprehensive federal privacy bill have been introduced to congress, and more will likely be introduced in the coming months. Some of the proposed bills, including the proposed American Data Privacy and Protection Act would largely preempt state privacy legislation; however, the scope of preemption and enforcement-related matters remain uncertain.

Biggest changeSeveral states have also adopted specialized privacy laws to protect individuals’ biometric data and health data and some of these laws may create new compliance risks relating to our processing of these kinds of data. Furthermore, various drafts of a comprehensive federal privacy bill have been introduced to Congress, and more will likely be introduced in the coming legislative terms.

We are dependent on information technology networks and systems to process, transmit, and store electronic information and to communicate between our locations around the world and with our clients. Security breaches of this infrastructure could lead to shutdowns or disruptions of our systems and potential unauthorized disclosure of personal or confidential information.

For example, in May 2018 the General Data Protection Regulation (GDPR) became effective in the European Union (EU) and other countries within the European Economic Area. The GDPR imposes strict requirements on the collection, use, security, and transfer of personal information in and from applicable countries.

The new SCCs imposed on companies additional obligations relating to data transfers, including the obligation to conduct a transfer impact assessment and, depending on a party’s role in the transfer and the laws and practices of the destination country, to implement additional security measures, and to update internal privacy practices.

The new SCCs imposed additional obligations relating to data transfers, including the obligation to conduct a transfer impact assessment and, depending on a party’s role in the transfer and the laws and practices of the destination country, to implement additional security measures, and to update internal privacy practices.

Privacy Shield Framework was inadequate for personal information transfers from Switzerland to the U.S. The Privacy Shield Framework has now been replaced by the new Data Privacy Framework (DPF) together with a UK Extension to the EU-U.S. DPF and the Swiss-U.S. DPF. The DPF was developed by the U.S.

Privacy Shield Framework was inadequate for personal data transfers from Switzerland to the U.S. The Privacy Shield Framework has now been replaced by the new Data Privacy Framework (DPF) together with a UK Extension to the EU-U.S. DPF and the Swiss-U.S. DPF. The DPF was developed by the U.S.

We expect that our stock price may continue to experience volatility in the future due to a variety of potential factors that may include the following:  Fluctuations in our quarterly results of operations and cash flows  Overall market volatility  Variations between our actual financial results and market expectations  Changes in key balances, such as cash and deferred revenues 21 Table of Contents  Currency exchange rate fluctuations  Unexpected asset impairment charges These factors, among others, may have an adverse effect upon our stock price in the future.

We expect that our stock price may continue to experience volatility in the future due to a variety of potential factors that may include the following:  Fluctuations in our quarterly results of operations and cash flows  Overall market volatility  Variations between our actual financial results and market expectations  Changes in key balances, such as cash and deferred revenues  Currency exchange rate fluctuations  Unexpected asset impairment charges 19 Table of Contents These factors, among others, may have an adverse effect upon our stock price in the future.

If we, our associates, business partners, or our service providers negligently disregard or intentionally breach our established controls with respect to such data or otherwise mismanages or misappropriates that data, we could be subject to monetary damages, fines, and/or criminal prosecution, as well as litigation from parties impacted by a breach of their data or harm to their systems as a result of malware or other security incidents within our own networks or systems.

If we, our associates, business partners, or our service providers negligently disregard or intentionally breach our established controls with respect to such data or otherwise mismanages or misappropriates that data, we could be subject to notification requirements, monetary damages, fines, and/or criminal prosecution, as well as litigation from parties impacted by a breach of their data or harm to their systems as a result of malware or other security incidents within our own networks or systems.

If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and operating results may be harmed and we could fail to meet our financial reporting obligations. ‎ 23 Table of Contents Extreme weather conditions and natural disasters could negatively impact our operating results and financial condition.

If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and operating results may be harmed and we could fail to meet our financial reporting obligations. 22 Table of Contents Extreme weather conditions and natural disasters could negatively impact our operating results and financial condition.

The PIPL and DSL together incorporate many requirements common to international privacy and security laws, such as GDPR, and adds unique regulatory requirements relating to data localization, international data transfers, consumer consent, the processing of “sensitive personal information,” and the operations of certain “internet platform services.” Fines and penalties under the PIPL range from fines up to RMB 50,000,000 or five percent of global annual turnover, and fines under the DSL related to data transfer violations may range up to RMB 10,000,000 and data transfers may be suspended as a result of violations.

The PIPL and DSL together incorporate many requirements common to international privacy and security laws, such as GDPR, and adds unique regulatory requirements relating to data localization, international data transfers, consumer consent, the processing of “sensitive personal information,” and the operations of certain “internet platform services.” Fines and penalties under the PIPL range from fines up to RMB 50,000,000 or 5% of global annual turnover, and fines under the DSL related to data transfer violations may range up to RMB 10,000,000 and data transfers may be suspended as a result of violations.

Our inability to import personal information to the United States and other countries may decrease the functionality or effectiveness of our products and services, increase costs, and adversely impact our marketing efforts, plans, and activities. Further, in 2021, China adopted the PRC Personal Information Protection Law, or PIPL, and the Data Security Law, or DSL.

Our inability to transfer personal data to the United States and other countries may decrease the functionality or effectiveness of our products and services, increase costs, and adversely impact our marketing efforts, plans, and activities. Further, in 2021, China adopted the PRC Personal Information Protection Law, or PIPL, and the Data Security Law, or DSL.

We have implemented policies, controls, and procedures, including a team dedicated to data protection, to comply with the requirements of GDPR/UK GDPR and analogous laws. However, these new procedures and controls may not be completely effective in preventing unauthorized breaches of personal data.

These developments could impose significant limitations on or require changes to our business, restrict our use or storage of personal information, and increase risks of legal liability, which may in turn increase our compliance risk and expenses, and make our business more costly or less efficient to conduct.

These developments could impose significant limitations on or require changes to our business, restrict our use or storage of personal data, and increase risks of legal liability, which may in turn increase our compliance risk and expenses, and make our business more costly or less efficient to conduct.

The inability to import personal information from Europe to the United States or other countries may decrease demand for our products and services as our customers that are subject to such laws may seek alternatives that do not involve personal information transfers out of Europe.

The inability to import personal data from Europe to the United States or other countries may decrease demand for our products and services as our customers that are subject to such laws may seek alternatives that do not involve personal data transfers out of Europe.

There can be no assurance that further deterioration in markets and confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any such economic downturn, volatile business environment, or continued unpredictable and unstable market conditions.

There can be no assurance that a deterioration in markets and confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any such economic downturn, volatile business environment, or continued unpredictable and unstable market conditions.

Training Industry and Related Risks We operate in an intensely competitive industry and our competitors may develop programs, services, or courses that adversely affect our ability to sell our offerings. The training and consulting services industry is intensely competitive with relatively easy entry.

Training Industry and Strategic Risks We operate in an intensely competitive industry and our competitors may develop programs, services, or courses that adversely affect our ability to sell our offerings. The training and consulting services industry is intensely competitive with relatively easy entry.

Due to the invalidation of the Privacy Shield and the current and likely future additional challenges to the DPF, we will continue to utilize the newer Standard Contractual Clauses (SCCs), adopted by the European Commission on June 4, 2021, as a GDPR-compliant mechanism for the transfer of personal data from the EU, UK and Switzerland to the U.S., in 17 Table of Contents addition to the DPF.

Any of these factors could have an adverse effect on our business or our results of operations. Cybersecurity and Information Technology Risks The All Access Pass and Leader in Me subscription services are internet-based platforms, and as such we are subject to increased risks of cyber-attacks and other security breaches that could have a material adverse effect on our business.

Any of these factors could have an adverse effect on our business or our results of operations. 15 Table of Contents Cybersecurity and Information Technology Risks The All Access Pass and Leader in Me subscription services are internet-based platforms, and as such we are subject to increased risks of cyber-attacks and other security breaches that could have a material adverse effect on our business.

As we observe China’s enforcement of the PIPL, DSL and associated laws and regulations over time, we may need to adjust our compliance activities, and we may experience increased costs, business inefficiencies, lost sales, decreased demand, and decreased competitiveness, as we may be unable to provide our services or certain features, or provide them in an efficient or centralized manner.

As we observe China’s enforcement of the PIPL, DSL and associated laws and regulations over time, we may need to adjust our compliance activities, and we may experience 17 Table of Contents increased costs, business inefficiencies, lost sales, decreased demand, and decreased competitiveness, as we may be unable to provide our services or certain features, or provide them in an efficient or centralized manner.

If interest rates or other factors existing at the time of refinancing result in higher interest rates upon refinancing, we will incur higher interest expense. Furthermore, if any rating agency changes our credit rating or outlook, our debt and equity securities could be negatively affected, which could adversely affect our financial condition and financial results.

If interest rates or other factors existing at the time of refinancing result in higher interest rates upon refinancing, we will incur higher interest expense. Furthermore, if any rating agency changes our credit rating or outlook, 20 Table of Contents our debt and equity securities could be negatively affected, which could adversely affect our financial condition and financial results.

Our future success depends in part on our ability to adapt our services and infrastructure while continuing to improve the performance, features, and reliability of our services in response to the evolving demands of the marketplace.

Our future success depends in part on our ability to adapt our services and infrastructure while maintaining and continuing to improve the performance, features, security, and reliability of our services in response to the evolving demands of the marketplace.

The matters discussed below may cause our future results to differ from past results or those described in forward-looking statements and could have a material effect on our business, financial condition, liquidity, results of operations, and stock price, and should be considered in evaluating our Company. The risks included here are not exhaustive.

The matters discussed below may cause our future results to differ from past results or those described in forward-looking statements and could have a material effect on our business, financial condition, liquidity, results of operations, and stock price, and should be considered in evaluating Franklin Covey Co. The risks included here are not exhaustive.

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Further, the disclosure of risks identified below does not imply that the risk has already materialized.

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements 12 Table of Contents as a prediction of actual results. Further, the disclosure of risks identified below does not imply that the risk has already materialized.

If we need to hire additional personnel to maintain a specified number of sales personnel or are required to re-assign personnel from other geographic areas, it could increase 15 Table of Contents our costs and adversely affect our profit margins.

If we need to hire additional personnel to maintain a specified number of sales personnel or are required to re-assign personnel from other geographic areas, it could increase our costs and adversely affect our profit margins.

If the reputation, perception, or image of any of our brands is 14 Table of Contents tarnished or if we receive negative publicity, our financial condition and results of operations could be materially and adversely affected.

If the reputation, perception, or image of any of our brands is tarnished or if we receive negative publicity, our financial condition and results of operations could be materially and adversely affected.

However, these efforts may be insufficient to protect sensitive information against illegal activities and we may be exposed to additional liabilities from the various data protection laws enacted within the jurisdictions where we operate, as well as a risk of litigation in jurisdictions where there is a private right of action related to violations.

However, no information security program is perfect, and these efforts may be insufficient to protect sensitive information against illegal activities. We are exposed to additional liabilities from the various data protection laws enacted within the jurisdictions where we operate, as well as a risk of litigation in jurisdictions where there is a private right of action related to violations.

Violations of these regulations in the conduct of our business could result in fines, criminal sanctions against us or our officers, prohibitions on doing business, and damage to our reputation.

Violations of these regulations in the conduct of our business could result in fines, criminal sanctions against us or our officers, 21 Table of Contents prohibitions on doing business, and damage to our reputation.

Failure to comply with the terms and conditions of our credit facility may have an adverse effect upon our business and operations. Our secured credit agreement obtained in fiscal 2023 requires us to comply with customary non-financial terms and conditions as well as specified financial ratios.

Failure to comply with the terms and conditions of our credit facility may have an adverse effect upon our business and operations. Our 2023 Credit Agreement requires us to comply with customary non-financial terms and conditions as well as specified financial ratios.

Under GDPR, fines of up to 20 million Euros or up to four percent of the annual global revenues of the infringer, whichever is greater, could be imposed.

Under GDPR, fines of up to 20 million Euros or up to 4% of the annual global revenues of the infringer, whichever is greater, could be imposed.

We may need additional capital in the future, and this capital may not be available to us on favorable terms or at all.

Liquidity and Capital Resource Risks We may need additional capital in the future, and this capital may not be available to us on favorable terms or at all.

In addition, as the laws in certain countries are fairly new, there may not always be sufficient guidance from the applicable regulators, or case law interpreting the laws.

In addition, as the laws in certain countries are fairly new, there may not always be sufficient guidance 16 Table of Contents from the applicable regulators, or case law interpreting the laws.

ITEM 1A. RISK FACTORS Our industry and business environment, domestic and international economic conditions, geopolitical circumstances, changing social standards, lingering COVID-19 issues, and other specific risks may affect our future business decisions and financial performance.

ITEM 1A. RISK FACTORS Our industry and business environment, domestic and international economic conditions, geopolitical circumstances, changing social standards, cybersecurity, and other specific risks may affect our future business decisions and financial performance.

Our success depends on our ability to maintain and enhance our brand image and reputation. Maintaining, promoting, and growing our brands will depend on our design and marketing efforts, including advertising and consumer campaigns, content and platform innovation and quality, and our efforts in these respects may not have the desired impact on our brand image and reputation.

Maintaining, promoting, and growing our brands will depend on our design and marketing efforts, including advertising and consumer campaigns, content and platform innovation and quality, and our efforts in these respects may not have the desired impact on our brand image and reputation.

These risks may be magnified due to regulatory uncertainty. Additionally, under the PIPL or DSL, we may be subject to additional liabilities, claims, penalties, or causes of action in the event of a breach or various security violations of customer personal information.

These risks may be magnified due to regulatory uncertainty and selective enforcement based on geopolitical motives. Additionally, under the PIPL or DSL, we may be subject to additional liabilities, claims, penalties, or causes of action in the event of a breach or various security violations of customer personal information.

As a result of these foreign operations and their impact upon our financial statements, we are subject to a number of risks, including, but not limited to: 22 Table of Contents  Restrictions on the movement of cash  The absence in some jurisdictions of effective laws to protect our intellectual property rights  Political instability  Currency exchange rate fluctuations These and other related risks could adversely affect our ability to access sources of liquidity, increase costs related to regulatory compliance, and adversely affect our results of operations.

As a result of these foreign operations and their impact upon our financial statements, we are subject to a number of risks, including, but not limited to:  Restrictions on the movement of cash  The absence in some jurisdictions of effective laws to protect our intellectual property rights  Political instability  Compliance with extensive and evolving laws and regulations that are often ambiguous or inconsistently enforced  Currency exchange rate fluctuations These and other related risks could adversely affect our ability to access sources of liquidity, increase costs related to regulatory compliance, and adversely affect our results of operations.

Failure to adapt and improve these areas could have an adverse effect on our business, including our results of operations, financial position, and cash flows. Our use of artificial intelligence technologies may not be successful and may present business, compliance, and reputational risks.

The CPRA amendments expand consumer rights related to sharing of personal information, grant additional rights to consumers, remove the exceptions for business-to-business and employment data, and remove the 30-day window to cure alleged noncompliance before being subject to administrative enforcement.

Additionally, the California Privacy Rights Act (the CPRA) amendments expanded consumer rights related to sharing of personal data, granted additional personal-data rights to consumers, removed the exceptions for business-to-business and employment data, and removed the 30-day window to cure alleged noncompliance before being subject to administrative enforcement.

We are working to develop our use of artificial intelligence (AI) technologies in some of our products and processes. If we fail to keep pace with rapidly evolving AI technological developments, our competitive position and business results may be negatively impacted. Our use of AI technologies will require resources to develop, test and maintain such products, which could be costly.

If we fail to keep pace with rapidly evolving AI technological developments, our competitive position and business results may be negatively impacted. Our use of AI technologies will require resources to develop, test, and maintain such products, which could be costly. Third parties may be able to use AI to create technology that could reduce demand for our products.

We are in the process of becoming certified under the DPF, however, several parties have indicated that they will be filing legal challenges to the DPF, so the continued viability of this transfer mechanism may soon be in doubt.

We have postponed our efforts to become certified under the DPF as several parties have indicated that they will be filing legal challenges to the DPF, so the continued viability of this transfer mechanism remains in some doubt.

In addition, the physical changes prompted by climate change could result in changes in regulations or consumer preferences, which could in turn affect our business, operating results, and financial condition. ITEM 1B . UNRESOLVED STAFF COMMENTS None. ‎ 24 Table of Contents

Moreover, our technology platforms will require continuing cash investments (including business acquisitions such as the acquisition of Strive in fiscal 2021) by us to expand existing offerings, improve the client experience, and develop complementary offerings.

Moreover, our technology platforms will require us to continue cash investments (including business acquisitions) to 18 Table of Contents expand existing offerings, improve the client experience, and develop complementary offerings.

To the extent we are involved in any future cyber-attacks or other breaches, our brand and reputation could be affected, and these conditions could also have a material adverse effect on our business, financial condition, or results of operations. ‎ 16 Table of Contents We could incur additional liabilities or our reputation could be damaged if we do not protect client data or if our information systems are breached.

To the extent we are involved in any future cyber-attacks or other security incidents, our brand and reputation could be affected, and these conditions could also have a material adverse effect on our business, financial condition, or results of operations.

Our brand value also depends on our ability to maintain a positive consumer perception of our corporate integrity, purpose, and brand culture. Negative claims or publicity involving us, our culture and values, our products, services and experiences, consumer data, or any of our affiliates could seriously damage our reputation and brand image, regardless of whether such claims are accurate.

Negative claims or publicity involving us, our culture and values, our products, services and 13 Table of Contents experiences, consumer data, or any of our affiliates could seriously damage our reputation and brand image, regardless of whether such claims are accurate.

Any limitation on our ability to provide a service or solution could cause us to lose revenue-generating opportunities and require us to incur additional expenses to develop new or modified solutions for future engagements. We depend on key personnel, the loss of whom could harm our business.

Any limitation on our ability to provide a service or solution could cause us to lose revenue-generating opportunities and require us to incur additional expenses to develop new or modified solutions for future engagements. The loss of governmental funding and contributions from charitable organizations could harm our Education Division’s ability to grow and expand into new schools in the future.

Violations of these regulations could subject us to criminal or civil enforcement actions, including fines and suspension or disqualification from United States federal procurement contracting, any of which could have an adverse effect on our business. The Company’s use of accounting estimates involves judgment and could impact our financial results.

Violations of these regulations could subject us to criminal or civil enforcement actions, including fines and suspension or disqualification from United States federal procurement contracting, any of which could have an adverse effect on our business. We have operations in China, which exposes us to risks inherent in doing business in that country.

Because, by definition, these estimates and assumptions involve the use of judgment, our actual financial results may differ from these estimates. If our estimates or assumptions underlying such contingencies and reserves prove incorrect, we may be required to record additional adjustments or losses relating to such matters, which would negatively affect our financial results.

If our estimates or assumptions underlying such contingencies and reserves prove incorrect, we may be required to record additional adjustments or losses relating to such matters, which would negatively affect our financial results. Ineffective internal controls could impact our business and operating results.

Ineffective internal controls could impact our business and operating results. Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud.

Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements.

For example, the use of AI technologies could lead to unintended consequences, such as accuracy issues, cybersecurity risks, unintended biases, and discriminatory outputs, which could impact our ability to protect our data, intellectual property, and client information, or could expose us to intellectual property claims by third parties. ‎ 19 Table of Contents Liquidity and Capital Resource Risks Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults, or non-performance by financial institutions, could adversely affect our business, financial condition, results of operations, or our prospects.

Furthermore, we may be unable to obtain the necessary capital on terms or conditions that are favorable to us, or at all. 20 Table of Contents We may not be able to generate sufficient cash to service our indebtedness, and we may be forced to take other actions to satisfy our payment obligations under our indebtedness, which may not be successful.

We may not be able to generate sufficient cash to service our indebtedness, and we may be forced to take other actions to satisfy our payment obligations under our indebtedness, which may not be successful.

Any one of these circumstances could have an adverse effect on our ability to obtain new business and successfully deliver our services. 13 Table of Contents Our results of operations could be adversely affected by economic and political conditions and the effects of these conditions on our clients’ businesses and their levels of business activity.

Any one of these circumstances could have an adverse effect on our ability to obtain new business and successfully deliver our services.

Other states, including Colorado, Connecticut, Virginia, and Utah have also passed comprehensive privacy laws that are now in effect or will 18 Table of Contents come into effect by the end of this year.

Nineteen other states have also passed comprehensive consumer privacy laws that are now in effect or will come into effect in the near future.

Any additional capital raised through the sale of equity could dilute current shareholders’ ownership percentage in us.

Any additional capital raised through the sale of equity could dilute current shareholders’ ownership percentage in us. Furthermore, we may be unable to obtain the necessary capital on terms or conditions that are favorable to us, or at all.

If we fail to meet the financial guidance that we provide, or if we find it necessary to revise such guidance during the year, the market value of our common stock could be adversely affected. Our future quarterly operating results are subject to factors that can cause fluctuations in our stock price. Historically, our stock price has experienced significant volatility.

Such financial guidance is based on assumptions that may not always prove to be accurate and may vary from actual results. If we fail to meet the financial guidance that we provide, or if we find it necessary to revise such guidance during the year, the market value of our common stock could be adversely affected.

Our most critical accounting estimates are described in Management’s Discussion and Analysis found in Item 7 of this report under the section entitled “Use of Estimates and Critical Accounting Policies.” In addition, as discussed in various footnotes to our financial statements as found in Item 8, we make certain estimates for loss contingencies, including decisions related to legal proceedings and reserves.

In addition, as discussed in various footnotes to our financial statements as found in Item 8, we make certain estimates for loss contingencies, including decisions related to legal proceedings and reserves. Because, by definition, these estimates and assumptions involve the use of judgment, our actual financial results may differ from these estimates.

If we are unable to increase our prices to sufficiently offset the increased costs of doing business, our results of operations and profitability may be adversely impacted. Our results of operations have been adversely affected and could be materially impacted in the future by lingering coronavirus (COVID-19) issues and additional public safety concerns.

If we are unable to increase our prices to sufficiently offset the increased costs of doing business, our results of operations and profitability may be adversely impacted. Our global operations pose complex management, foreign currency, legal, tax, and economic risks, which we may not adequately address.

Our business is becoming increasingly dependent on information technology and will require additional cash investments in order to grow and meet the demands of our clients. Since the introduction of our online subscription services, our dependence on the use of sophisticated technologies and information systems has increased.

Technology is rapidly evolving, and if we do not continue to develop and improve our offerings and technology platforms, in response to these changes, our business could suffer. Since the introduction of our online subscription services, our dependence on the use of sophisticated technologies and information systems, particularly including technologies and information systems provided by third parties, has increased.

Removed

Global economic and political conditions affect our clients’ businesses and the markets in which they operate.

Added

Our business depends on renewals of subscription-based offerings and sales of new subscription-based services for a significant portion of our revenue, and our failure to renew at historical rates or generate new sales of such offerings will lead to a decrease in our revenues.

Removed

Instability in global credit markets; uncertainty regarding global central bank monetary policy; instability in the geopolitical environment in many parts of the world, including international hostilities; inflation; energy shortages and pricing; the current economic challenges in China, including the global economic ramifications of Chinese economic difficulties; and other disruptions may continue to put pressure on the global economy.

Added

A large portion of our success depends on our ability to generate renewals of our subscription-based offerings, which primarily consist of the AAP and Leader in Me membership, and produce new sales of our offerings and products to both new and existing clients. Currently, the majority of our revenue is generated from subscription-based offerings and related materials sales.

Removed

If global economic, political, and market conditions, or conditions in key markets, remain uncertain or deteriorate further, we may experience material adverse impacts on our business, operating results, and financial condition. Our financial results are somewhat dependent on the amount that current and prospective clients budget for training.

Added

Generating new sales of our subscription-based offerings and products, both to new and existing clients, is a challenging, costly, and often time-consuming process. If we are unable to generate new sales, due to competition or other factors, our revenues will be adversely affected. Our subscription contracts are typically for periods of 12 months or longer.

Removed

A serious and/or prolonged economic downturn combined with a negative or uncertain political climate could adversely affect our clients’ financial condition and the amount budgeted for training by our clients. These conditions may reduce the demand for our services or depress the pricing of those services and have an adverse impact on our results of operations.

Added

Our ability to maintain contract renewals is subject to numerous factors, including:  delivering high-quality content, solutions, and coaching to our clients;  understanding and anticipating market and technology trends and the changing needs of our clients; and  providing offerings and products of the quality and timeliness necessary to withstand competition.

Removed

Changes in global economic conditions may also shift demand to services for which we do not have competitive advantages, and this could negatively affect the amount of business that we are able to obtain.

Added

Additionally, as we continue to adjust our offerings and products to meet our clients’ needs, we may shift the type and pricing of our offerings, which may adversely impact client renewal rates. There can be no guarantee that we will be able to maintain consistent customer renewals in future periods.

Removed

Such economic, political, and client spending conditions are influenced by a wide range of factors that are beyond our control and that we have no comparative advantage in forecasting. If we are unable to successfully anticipate these changing conditions, we may be unable to effectively plan for and respond to those changes, and our business could be adversely affected.

Added

If we are not able to generate new sales and maintain contract renewals, our business and results of operations may be adversely affected. Failure to maintain our reputation, brand image, and culture could negatively impact our business. Our success depends on our ability to maintain and enhance our brand image and reputation.

Removed

Our business success also depends in part upon continued growth in the use of training and consulting services and the renewal of existing contracts by our clients. In challenging economic environments, our clients may reduce or defer their spending on new services and consulting solutions in order to focus on other priorities.

Added

Our brand value also depends on our ability to maintain a positive consumer perception of our corporate integrity, purpose, and brand culture.

Removed

At the same time, many companies have already invested substantial resources in their current means of conducting their business and they may be reluctant or slow to adopt new approaches that could disrupt existing personnel and/or processes.

Added

Schools in the United States benefit from governmental funding initiatives, such as the Elementary and Secondary School Emergency Relief (ESSER) program, which provide additional funding for schools to pursue improvement programs such as our Leader in Me offering. In addition, we partner with charitable organizations to fund Leader in Me programs in many schools across the country.

Removed

If growth in the general use of training and consulting services in business or our clients’ spending on these items declines, or if we cannot convince our clients or potential clients to embrace new services and solutions, our results of operations could be adversely affected.

Added

Supported by numerous studies and endorsements, we believe the Leader in Me program provides meaningful and measurable improvement to the academic environment of schools, which enable the educational institutions to utilize governmental funding and attract additional support from charitable organizations to implement our Leader in Me offering.

Removed

In addition, our business tends to lag behind economic cycles and, consequently, the benefits of an economic recovery following a period of economic downturn may take longer for us to realize than other segments of the economy. Failure to maintain our reputation, brand image, and culture could negatively impact our business.

Added

If governmental funding for school improvement expires or is reduced, or 14 Table of Contents charitable organizations decide not to continue to support Leader in Me schools, our results of operations, cash flows, and financial position may be adversely impacted. We depend on key personnel, the loss of whom could harm our business.

Removed

Additionally, the California Privacy Rights Act (the CPRA) amendments to the CCPA created additional obligations relating to consumer data beginning on January 1, 2022, with enforcement beginning on July 1, 2023.

Added

For further information on our cybersecurity efforts and Board of Directors oversight, please refer to Item 1C Cybersecurity as found in this Annual Report on Form 10-K. We could incur additional liabilities and our reputation could be damaged if we do not protect client data or if our information systems are breached.

Removed

At the present time, six other states have enacted similar comprehensive privacy laws, which will become effective in the next several years, and numerous other states have proposed or enacted laws relating to more narrow privacy or security requirements.

Added

Numerous other states have seriously considered passing consumer privacy laws, and a significant number of additional states are expected to adopt such laws in the future, especially if Congress persists in failing to pass a federal privacy law, as discussed below.

Removed

Third parties may be able to use AI to create technology that could reduce demand for our products.

… 41 more changes not shown on this page.

Item 2. Properties

Properties — owned and leased real estate

306 edited+69 added−132 removed153 unchanged

2023 filing

2024 filing

Biggest changeThe significant components of our deferred tax assets and liabilities were as follows (in thousands): AUGUST 31, 2023 2022 Deferred income tax assets: Net operating loss carryforward $ 6,505 $ 11,334 Foreign income tax credit carryforward 4,253 4,096 Stock-based compensation 4,222 2,503 Sale and financing of corporate headquarters 1,899 2,638 Deferred revenue 1,677 1,596 Bonus and other accruals 1,517 2,094 Capitalized development costs 1,236 - Inventory and bad debt reserves 1,094 1,533 Other 458 605 Total deferred income tax assets 22,861 26,399 Less: valuation allowance ( 1,313 ) ( 1,685 ) Net deferred income tax assets 21,548 24,714 Deferred income tax liabilities: Intangibles step-ups – indefinite lived ( 5,522 ) ( 5,478 ) Intangibles step-ups – finite lived ( 2,541 ) ( 3,186 ) Self-constructed tangible assets ( 5,476 ) ( 3,811 ) Intangible asset amortization ( 4,189 ) ( 3,851 ) Deferred commissions ( 3,598 ) ( 3,187 ) Unremitted earnings of foreign subsidiaries ( 521 ) ( 388 ) Property and equipment depreciation ( 80 ) ( 326 ) Total deferred income tax liabilities ( 21,927 ) ( 20,227 ) Net deferred income taxes $ ( 379 ) $ 4,487 Deferred income tax amounts are recorded as follows in our consolidated balance sheets (in thousands): AUGUST 31, 2023 2022 Long-term assets $ 1,661 $ 4,686 Long-term liabilities ( 2,040 ) ( 199 ) Net deferred income tax asset $ ( 379 ) $ 4,487 ‎ 78 Table of Contents Our U.S. federal net operating loss carryforwards were comprised of the following at August 31, 2023 (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 - ( 908 ) 2,144 July 15, 2017 2036 1,117 - - 1,117 5,660 ( 1,428 ) ( 971 ) 3,261 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 - ( 160 ) 973 April 25, 2021 No Expiration 553 - - 553 3,502 ( 295 ) ( 1,681 ) 1,526 August 31, 2022 No Expiration 40,996 - ( 27,790 ) 13,206 $ 50,158 $ ( 1,723 ) $ ( 30,442 ) $ 17,993 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).

Biggest changeWe recorded no income tax expense in fiscal 2024, income tax expense of $ 0.2 million in fiscal 2023, and an insignificant amount of income tax expense in fiscal 2022 under the GILTI provisions. ‎ 73 Table of Contents The significant components of our deferred tax assets and liabilities were as follows (in thousands): AUGUST 31, 2024 2023 Deferred income tax assets: Stock-based compensation $ 3,760 $ 4,222 Net operating loss carryforward 3,447 6,505 Foreign income tax credit carryforward - 4,253 Deferred revenue 2,970 1,677 Capitalized development costs 2,156 1,236 Bonus and other accruals 1,317 1,517 Sale and financing of corporate headquarters 1,041 1,899 Inventory and bad debt reserves 923 1,094 Self-constructed tangible assets 404 - Other 174 458 Total deferred income tax assets 16,192 22,861 Less: valuation allowance ( 2,467 ) ( 1,313 ) Net deferred income tax assets 13,725 21,548 Deferred income tax liabilities: Intangibles step-ups – indefinite lived ( 5,433 ) ( 5,522 ) Intangibles step-ups – finite lived ( 1,873 ) ( 2,541 ) Self-constructed tangible assets - ( 5,476 ) Intangible asset amortization ( 4,217 ) ( 4,189 ) Deferred commissions ( 3,827 ) ( 3,598 ) Unremitted earnings of foreign subsidiaries ( 505 ) ( 521 ) Property and equipment depreciation ( 132 ) ( 80 ) Total deferred income tax liabilities ( 15,987 ) ( 21,927 ) Net deferred income taxes $ ( 2,262 ) $ ( 379 ) Deferred income tax amounts are recorded as follows in our consolidated balance sheets (in thousands): AUGUST 31, 2024 2023 Long-term assets $ 870 $ 1,661 Long-term liabilities ( 3,132 ) ( 2,040 ) Net deferred income tax liability $ ( 2,262 ) $ ( 379 ) ‎ 74 Table of Contents Our U.S. federal net operating loss carryforwards were comprised of the following at August 31, 2024 (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 $ ( 1,491 ) $ - $ - December 31, 2016 2035 3,052 ( 909 ) ( 215 ) 1,928 July 15, 2017 2036 1,117 - - 1,117 5,660 ( 2,400 ) ( 215 ) 3,045 Acquired NOL - Strive December 31, 2018 No Expiration 947 ( 947 ) - - December 31, 2019 No Expiration 869 ( 869 ) - - December 31, 2020 No Expiration 1,133 ( 160 ) ( 840 ) 133 April 25, 2021 No Expiration 553 - - 553 3,502 ( 1,976 ) ( 840 ) 686 August 31, 2022 No Expiration 40,996 ( 27,787 ) ( 13,209 ) - $ 50,158 $ ( 32,163 ) $ ( 14,264 ) $ 3,731 We have U.S. state net operating loss carryforwards generated in fiscal 2009 and before in various jurisdictions that expire primarily between September 1, 2024 and August 31, 2029.

Any determination to pay cash dividends will be at the discretion of our board of directors and will be dependent upon our results of operations, financial condition, terms of our financing arrangements, and such other factors as the board deems relevant.

Any determination to pay cash dividends will be at the discretion of our Board of Directors and will be dependent upon our results of operations, financial condition, terms of our financing arrangements, and such other factors as the Board of Directors deems relevant.

(also referred to as we, us, our, the Company, FranklinCovey, and Franklin Covey) and subsidiaries. This discussion and analysis should be read together with the accompanying consolidated financial statements and related notes contained in Item 8 of this Annual Report on Form 10-K (Form 10-K) and the Risk Factors discussed in Item 1A of this Form 10-K.

(also referred to as we, us, our, the Company, FranklinCovey, and Franklin Covey) and subsidiaries. This discussion and analysis should be read together with the accompanying consolidated financial statements and related notes contained in Item 8 of this Annual Report on Form 10-K and the Risk Factors discussed in Item 1A of this Annual Report on Form 10-K.

Constant currency is a non-GAAP financial 27 Table of Contents measure that removes the impact of fluctuations in foreign currency exchange rates and is calculated by translating the current period’s financial results at the same average exchange rates in effect during the prior year and then comparing this amount to the prior year.

Constant currency is a non-GAAP financial measure that removes the impact of fluctuations in foreign currency 27 Table of Contents exchange rates and is calculated by translating the current period’s financial results at the same average exchange rates in effect during the prior year and then comparing this amount to the prior year.

Breadth and Scalability of Delivery Options – We have a wide range of content delivery options, including: the All Access Pass, the Leader in Me membership subscriptions, intellectual property licenses, digital online learning, on-site training, training led through certified facilitators, blended learning, and organization-wide transformational processes, including consulting and coaching.

Breadth and Scalability of Delivery Options – We have a wide range of content delivery options, including: the All Access Pass and Leader in Me membership subscriptions, intellectual property licenses, digital online learning, on-site training, training led through certified facilitators, blended learning, and organization-wide transformational processes, including consulting and coaching.

Our effective income tax rate for fiscal 2023 was higher than the statutory rate primarily due to tax expense of $0.9 million for non-deductible executive compensation and $0.4 million in tax differential on income subject to both U.S. and foreign taxes, which were partially offset by a $0.4 million decrease in the valuation allowance against our deferred income tax assets.

Our effective income tax rate for fiscal 2023 was higher than the statutory tax rate primarily due to tax expense of $0.9 million for non-deductible executive compensation and $0.4 million in tax differential on income subject to both U.S. and foreign taxes, which were partially offset by a $0.4 million decrease in the valuation allowance against our deferred income tax assets.

Our primary uses of liquidity include payments for operating activities, purchases of our common stock, debt payments, working capital expansion, capital expenditures (including curriculum development), business acquisitions, and contingent payments from previous business acquisitions.

Our primary uses of liquidity include payments for operating activities, purchases of our common stock, working capital expansion, capital expenditures (including curriculum development), debt payments, business acquisitions, and contingent payments from previous business acquisitions.

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.

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.

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.

Shipping revenues associated with product sales are recorded in revenue with the corresponding shipping cost being recorded as a component of cost of revenue. Royalties Our international strategy includes the use of licensees in countries where we do not have a wholly-owned direct office.

As defined in the 2023 Credit Agreement, we are (i) required to maintain a Leverage Ratio of less than 3.00 to 1.00 and a Fixed Charge Coverage Ratio greater than 1.15 to 1.00; and (ii) we are restricted from making certain distributions to stockholders, including repurchases of common stock.

The actual timing, number, and value of common shares purchased under our board-approved 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 common shares, and applicable legal requirements.

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 that serve clients in Japan, China, the United Kingdom, Ireland, Australia, New Zealand, 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, leasing operations, shipping and handling revenues, and certain corporate administrative expenses.

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 that serve clients in Japan, China, the United Kingdom, Ireland, Australia, New Zealand, 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, leasing activities, shipping and handling revenues, and certain corporate administrative expenses.

Global Capability – We have sales professionals in the United States and Canada who serve clients in the private sector, in government, and in educational institutions; wholly owned subsidiaries that serve clients in Australia, New Zealand, China, Japan, the United Kingdom, Ireland, Germany, Switzerland, and Austria; and we contract with independent licensee partners who deliver our content and provide services in 150 countries and territories around the world.

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.

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 % 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.

We have some of the best-known offerings in the training industry, including a suite of individual-effectiveness and leadership-development training content based on the best-selling books, The 7 Habits of Highly Effective People , The Speed of Trust , Multipliers , and The 4 Disciplines of Execution , and proprietary content in the areas of Execution, Sales Performance, Productivity, Customer Loyalty, Leadership, and Education.

We have some of the best-known offerings in the training industry, including a suite of individual-effectiveness and leadership-development training content based on the best-selling books, The 7 Habits of Highly Effective People , The Speed of Trust , Multipliers , The 4 Disciplines of Execution , and Trust & Inspire , and proprietary content in the areas of Execution, Sales Performance, Productivity, Customer Loyalty, Leadership, and Education.

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.

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 our revenue, refer to Note 2, Revenue . Revenue is recognized as the net amount to be received after deducting estimated amounts for discounts and product returns.

However, we are permitted to make distributions, including through purchases of outstanding common stock, provided that we are in compliance with the Leverage Ratio and Fixed Charge Coverage Ratio financial covenants before and after such distribution. At August 31, 2023, we believe that we were in compliance with the terms and covenants contained in the 2023 Credit Agreement.

However, we are permitted to make distributions, including through purchases of outstanding common stock, provided that we are in compliance with the Leverage Ratio and Fixed Charge Coverage Ratio financial covenants before and after such distribution. At August 31, 2024, we believe that we were in compliance with the terms and covenants contained in the 2023 Credit Agreement.

The effective income tax expense rate 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.

The effective income tax expense rate for fiscal 2022 of 16.5 % 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.

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.

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 amounts outstanding under the 2023 Credit Agreement. At August 31, 2023, we believe that we were in compliance with the covenants and conditions of the 2023 Credit Agreement.

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 amounts outstanding under the 2023 Credit Agreement. At August 31, 2024, we believe that we were in compliance with the covenants and conditions of the 2023 Credit Agreement.

We record previously unrecognized tax benefits in the financial statements when it becomes more likely than not (greater than a 50 percent likelihood) that the tax position will be sustained. To assess the probability of sustaining a tax position, we consider all available evidence.

We record previously unrecognized tax benefits in the financial statements when it becomes more likely than not (greater than a 50% likelihood) that the tax position will be sustained. To assess the probability of sustaining a tax position, we consider all available evidence.

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.

Contract Balances As described above, our subscription revenue is 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.

Comprehensive Income Comprehensive income includes changes to equity accounts that were not the result of transactions with shareholders. Comprehensive income is comprised of net income 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. 2.

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.

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 % of the average fair market value of our common stock on the last trading day of each quarter.

When our content is applied consistently in an organization, we believe the culture of that organization will change to enable the organization to get desired results and achieve its own great purposes. 2.

When our content is applied consistently in an organization, we believe the culture of that organization will change and improve to enable the organization to get desired results and achieve its own great purposes. 2.

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% likelihood of being realized upon final settlement.

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 81 Table of Contents 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 .

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 77 Table of Contents 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 .

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.

REVENUE We earn revenue from contracts with customers primarily through the delivery of our All Access Pass (AAP) 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.

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, 2023, 2022, and 2021, we expensed $ 0.1 million for these royalties.

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, 2024, 2023, and 2022, we expensed $ 0.1 million for these royalties.

ITEM 2. PROPERTIES As of August 31, 2023, our principal executive offices in Salt Lake City, Utah occupy approximately 54,000 square feet of leased office space that is accounted for as a financing obligation, which expires in June 2025. This facility accommodates our executive team and corporate administration, as well as other professionals.

ITEM 2. PROPERTIES As of August 31, 2024, our principal executive offices in Salt Lake City, Utah occupy approximately 54,000 square feet of leased office space that is accounted for as a financing obligation, which expires in June 2025. This facility accommodates our executive team and corporate administration, as well as other professionals.

These circumstances include, but are not limited to, the following:  significant underperformance relative to historical or projected future operating results;  significant change in the manner of our use of acquired assets or the strategy for the overall business;  significant change in prevailing interest rates;  significant negative industry or economic trend;  significant change in market capitalization relative to book value; and/or  significant negative change in market multiples of the comparable company set.

These circumstances include, but are not limited to, the following:  significant underperformance relative to historical or projected future operating results;  significant change in the manner of our use of acquired assets or the strategy for the overall business;  significant change in prevailing interest rates;  significant negative industry or economic trends;  significant change in market capitalization relative to book value; and/or  significant negative change in market multiples of the comparable company set.

We expensed these awards evenly over the 18 -month service period and recognized $ 0.8 million of share-based compensation expense for these awards, which were paid in October 2022. We have reserved 200,000 shares of our common stock from our 2019 Omnibus Plan for payment of this consideration related to the acquisition of Strive.

We expensed these awards evenly over the 18 -month service period and recognized $ 0.8 million of share-based compensation expense for these awards, which were distributed in October 2022. We have reserved 200,000 shares of our common stock from our 2019 Omnibus Plan for payment of this consideration related to the acquisition of Strive.

LEGAL PROCEEDINGS From time to time, we are the subject of certain legal actions, which we consider routine to our business activities. At August 31, 2023, we were not party to any litigation or legal proceeding that, in the current opinion of management, could have a material adverse effect on our financial position, liquidity, or results of operations.

LEGAL PROCEEDINGS From time to time, we are the subject of certain legal actions, which we consider routine to our business activities. At August 31, 2024, we were not party to any litigation or legal proceeding that, in the current opinion of management, could have a material adverse effect on our financial position, liquidity, or results of operations.

Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Franklin Covey Co. and subsidiaries (the “Company”) as of August 31, 2023 and 2022, the related consolidated income statements and statements of comprehensive income, shareholders’ equity, and cash flows, for each of the three years in the period ended August 31, 2023, and the related notes (collectively referred to as the “financial statements”).

Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Franklin Covey Co. and subsidiaries (the “Company”) as of August 31, 2024 and 2023, the related consolidated income statements and statements of comprehensive income, shareholders’ equity, and cash flows, for each of the three years in the period ended August 31, 2024, and the related notes (collectively referred to as the “financial statements”).

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 income statements and statements of comprehensive income based upon their fair values over the requisite service period. For more information on our stock-based compensation plans, refer to Note 13.

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 income statements and statements of comprehensive income based upon their fair values over the requisite service period. For more information on our stock-based compensation plans, refer to Note 12.

In addition, we do not enter into derivative contracts for trading or speculative purposes, nor are we party to any leveraged derivative instrument. During the fiscal years ended August 31, 2023, 2022, and 2021, we were not party to any foreign exchange contracts, interest rate swap agreements, or similar derivative instruments.

In addition, we do not enter into derivative contracts for trading or speculative purposes, nor are we party to any leveraged derivative instrument. During the fiscal years ended August 31, 2024, 2023, and 2022, we were not party to any foreign exchange contracts, interest rate swap agreements, or similar derivative instruments.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed and traded on the NYSE under the symbol “FC.” We did not pay or declare dividends on our common stock during the fiscal years ended August 31, 2023 or 2022.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended August 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended August 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

In determining the SSP, the Company considers the size and volume of transactions, price lists, historical sales, and contract prices. 47 Table of Contents Given the increased extent of audit effort in evaluating management’s judgments in determining SSP, we identified the determination of SSP for the Leader in Me membership offerings as a critical audit matter.

In determining the SSP, the Company considers the size and volume of transactions, price lists, historical sales, and contract prices. 46 Table of Contents Given the increased extent of audit effort in evaluating management’s judgments in determining SSP, we identified the determination of SSP for the Leader in Me membership offerings as a critical audit matter.

How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s determination of SSP for these performance obligations, included the following, among others:  We tested the effectiveness of internal controls over the determination of SSP.  We selected a sample of customer agreements and performed the following:  Obtained and read customer contracts and invoices for each selection to evaluate if relevant contractual terms have been appropriately considered by management.  Assessed the terms in the customer agreement and evaluated the appropriateness of management’s application of their accounting policies, along with their use of estimates, in the determination of revenue recognition conclusions.  Assessed the reasonableness of management’s estimates of stand-alone selling prices for products and services and the allocation of the transaction price to identified performance obligations determined on a relative stand-alone selling basis.  Tested the mathematical accuracy of management’s calculations of revenue and the associated timing of revenue recognized in the financial statements. /s/ Deloitte & Touche LLP Salt Lake City, Utah November 13, 2023 We have served as the Company’s auditor since 2016. ‎ 48 Table of Contents FRANKLIN COVEY CO.

How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s determination of SSP for these performance obligations, included the following, among others:  We tested the effectiveness of internal controls over the determination of SSP.  We selected a sample of customer agreements and performed the following:  Obtained and read customer contracts and invoices for each selection to evaluate if relevant contractual terms have been appropriately considered by management.  Assessed the terms in the customer agreement and evaluated the appropriateness of management’s application of their accounting policies, along with their use of estimates, in the determination of revenue recognition conclusions.  Assessed the reasonableness of management’s estimates of stand-alone selling prices for products and services and the allocation of the transaction price to identified performance obligations determined on a relative stand-alone selling basis.  Tested the mathematical accuracy of management’s calculations of revenue and the associated timing of revenue recognized in the financial statements. /s/ Deloitte & Touche LLP Salt Lake City, Utah November 12, 2024 We have served as the Company’s auditor since 2016. ‎ 47 Table of Contents FRANKLIN COVEY CO.

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.

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. The determination of the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions.

Such risks and uncertainties include, but are not limited to, the matters discussed in Item 1A of this annual report on Form 10-K for the fiscal year ended August 31, 2023, entitled “Risk Factors.” In addition, such risks and uncertainties may include unanticipated developments in any one or more of the following areas: cybersecurity risks; unanticipated costs or capital expenditures; delays or unanticipated outcomes relating to our strategic plans; dependence on existing products or services; the rate and consumer acceptance of new product introductions, including the All Access Pass and Impact Platform; competition; the impact of foreign exchange rates; the number and nature of customers and their product orders, including changes in the timing or mix of product or training orders; pricing of our products and services and those of competitors; adverse publicity; and other factors which may adversely affect our business.

Such risks and uncertainties include, but are not limited to, the matters discussed in Item 1A of this Annual Report on Form 10-K for the fiscal year ended August 31, 2024, entitled “Risk Factors.” In addition, such risks and uncertainties may include unanticipated developments in any one or more of the following areas: cybersecurity risks; unanticipated costs or capital expenditures; delays or unanticipated outcomes relating to our strategic plans and initiatives; dependence on existing products or services; the rate and consumer acceptance of new product introductions, including the All Access Pass and Impact Platform; competition; the impact of foreign exchange rates; the number and nature of customers and their product orders, including changes in the timing or mix of product or training orders; pricing of our products and services and those of competitors; adverse publicity; and other factors which may negatively affect our business.

Based on the results of our goodwill impairment analysis during fiscal 2023, we determined that no impairment existed at August 31, 2023, as we determined that it was more likely than not that each reportable operating segment’s estimated fair value exceeded its carrying value.

Based on the results of our goodwill impairment analysis during fiscal 2024, we determined that no impairment existed at August 31, 2024, as we determined that it was more likely than not that each reportable operating segment’s estimated fair value exceeded its carrying value.

Foreign currency transaction losses totaled $ 0.1 million, $ 0.5 million, and $ 0.1 million for the fiscal years ended August 31, 2023, 2022, and 2021, respectively, and are included as a component of selling, general, and administrative expenses in our consolidated income statements and statements of comprehensive income.

Foreign currency transaction losses totaled $ 0.1 million, $ 0.1 million, and $ 0.5 million for the fiscal years ended August 31, 2024, 2023, and 2022, respectively, and are included as a component of selling, general, and administrative expenses in our consolidated income statements and statements of comprehensive income.

While any amounts are outstanding under the 2023 Credit Agreement, we are subject to a number of affirmative and negative covenants, including covenants regarding dispositions of property, investments, forming or acquiring subsidiaries, and business combinations or acquisitions, among other customary covenants, subject to certain exceptions.

When any amounts are outstanding under the 2023 Credit Agreement, we are subject to a number of affirmative and negative covenants, including covenants regarding dispositions of property, investments, forming or acquiring subsidiaries, and business combinations or acquisitions, among other customary covenants, subject to certain exceptions.

Sources of Cash and Liquidity We expect to meet the obligations on our notes payable, service our existing financing obligation, pay for projected capital expenditures, and meet other obligations in fiscal 2024 and beyond from current cash balances and future cash flows from operating activities.

Sources of Cash and Liquidity We expect to meet the obligations on our notes payable, service our existing financing obligation, pay for projected capital expenditures, and meet other obligations in fiscal 2025 and beyond from current cash balances and future cash flows from operating activities.

Our subscription service portals require ongoing development, recurring maintenance, and utilize various software. In addition, we utilize various software programs to run our business, including applications for customer resource management, general ledger, cybersecurity, spreadsheets, word processing, e-mail, etc.

Our subscription service portals require ongoing development, recurring maintenance, security upgrades, and utilize various software applications. In addition, we utilize various software programs to run our business, including applications for customer resource management, general ledger, cybersecurity, spreadsheets, word processing, e-mail, etc.

Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Franklin Covey and subsidiaries (the “Company”) as of August 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Franklin Covey and subsidiaries (the “Company”) as of August 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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.

Use 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.

Our cost of sales includes the direct costs of delivering content onsite at client locations, including presenter costs; amortization of previously capitalized curriculum development costs; content royalties; materials used in the production of training products and related assessments; manufacturing labor costs; and freight.

Our cost of revenue includes the direct costs of delivering content onsite at client locations, including presenter costs; amortization of previously capitalized curriculum development costs; content royalties; materials used in the production of training products and related assessments; manufacturing labor costs; and freight.

The interest rate for borrowings on the 2023 Credit Agreement is based on the Secured Overnight Financing Rate (SOFR) and is a tiered structure that varies according to the Leverage Ratio as defined 2023 Credit Agreement (refer to Note 6, Secured Credit Agreement to our consolidated financial statements for the interest rate structure).

The interest rate for borrowings on the 2023 Credit Agreement is based on the Secured Overnight Financing Rate (SOFR) and is a tiered structure that varies according to the Leverage Ratio as defined 2023 Credit Agreement (refer to Note 5 , Secured Credit Agreement to our consolidated financial statements for the interest rate structure).

No thing was drawn on this letter of credit at either August 31, 2023 or August 31, 2022. Legal Matters and Loss Contingencies We are the subject of certain legal actions, which we consider routine to our business activities.

No thing was drawn on this letter of credit at either August 31, 2024 or August 31, 2023. Legal Matters and Loss Contingencies We are the subject of certain legal actions, which we consider routine to our business activities.

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.

Capitalized C urriculum 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.

We routinely repatriate cash from our foreign subsidiaries and consider cash generated from foreign activities a key component of our overall liquidity position. 53 Table of Contents 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.

We routinely repatriate cash from our foreign subsidiaries and consider cash generated from foreign activities a key component of our overall liquidity position. 52 Table of Contents 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 include raw materials and direct labor.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

Based on the fiscal 2023 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.

Based on the fiscal 2024 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.

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, 2023.

Other Geographic Information At August 31, 2023, we had wholly owned direct offices that serve clients in Australia, New Zealand, China, Japan, the United Kingdom, Ireland, Germany, Switzerland, and Austria.

Other Geographic Information At August 31, 2024, we had wholly owned direct offices that serve clients in Australia, New Zealand, China, Japan, the United Kingdom, Ireland, Germany, Switzerland, and Austria.

We had $ 0.3 million accrued for these royalties and speaking fees at each of August 31, 2023 and 2022, which were included as components of accrued liabilities on our consolidated balance sheets.

We had $ 0.3 million accrued for these royalties and speaking fees at each of August 31, 2024 and 2023, which were included as components of accrued liabilities on our consolidated balance sheets.

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 58 Table of Contents contract, which is the date the Company’s platforms and resources are made available to the customer.

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.

During fiscal years ended August 31, 2023, 2022, and 2021, we expensed $ 2.7 million, $ 2.5 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.

During fiscal years ended August 31, 2024, 2023, and 2022, we expensed $ 2.2 million, $ 2.7 million, and $ 2.5 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.

In addition, we make certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of our reporting units. The timing and frequency of our goodwill impairment tests are based on an ongoing assessment of events and circumstances that would indicate a possible impairment.

In addition, we make 40 Table of Contents certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of our reporting units. The timing and frequency of our goodwill impairment tests are based on an ongoing assessment of events and circumstances that would indicate a possible impairment.

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 8), is calculated using the straight-line method over the lesser of the expected useful life of the asset or the contracted lease period.

Property a nd 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.

The graph assumes an investment of $100 on August 31, 2018 in each of our common stock, the stocks comprising the S&P SmallCap 600 Index, and the stocks comprising the S&P 600 Commercial & Professional Services Index.

The graph assumes an investment of $100 on August 31, 2019 in each of our common stock, the stocks comprising the S&P SmallCap 600 Index, and the stocks comprising the S&P 600 Commercial & Professional Services Index.

We have no obligation to purchase any common shares under the authorization, and the purchase plan may be suspended, discontinued, or modified at any time for any reason. Amounts shown in the table include the applicable one percent excise tax on our purchases of common stock for treasury.

We have no obligation to purchase any common shares under the authorization, and the purchase plan may be suspended, discontinued, or modified at any time for any reason. Amounts shown in the table include the applicable 1% excise tax on our purchases of common stock for treasury.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of August 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 13, 2023, expressed an unqualified opinion on the Company’s internal control over financial reporting.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of August 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 12, 2024, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Each of the following amounts may be payable in shares of our common stock or cash at our sole discretion: 73 Table of Contents  Contingent Consideration – A maximum of $ 4.2 million may be earned by the former principal owner of Strive over a five-year period ending in May 2026.

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 $ 4.2 million may be earned by the former principal owner of Strive over a five-year period ending in May 2026.

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. 68 Table of Contents Purchase Commitments During the normal course of business, we issue purchase orders to various vendors for products and services.

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.

The fair value of shares awarded to the directors was $ 0.7 million in each of fiscal 2023, fiscal 2022, and fiscal 2021 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 fair value of shares awarded to the directors was $ 1.0 million in fiscal 2024, and $ 0.7 million in each of fiscal 2023 and fiscal 2022, 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 book values of our financial instruments at August 31, 2023 and 2022 approximated their fair values. The assessment of the fair values of our financial instruments is based on a variety of factors and assumptions.

The book values of our financial instruments at August 31, 2024 and 2023 approximated their fair values. The assessment of the fair values of our financial instruments is based on a variety of factors and assumptions.

The significant accounting policies that we used to prepare our consolidated financial statements are outlined primarily in Note 1 and in Note 2 (revenue recognition policies) to the consolidated financial statements, which are presented in Part II, Item 8 of this Form 10-K.

The purchase price in excess of the fair value of the assets acquired and liabilities assumed is recorded as goodwill. If the assets acquired, net of liabilities assumed, are greater than the purchase price paid, then a bargain purchase has occurred and the Company will 42 Table of Contents recognize the gain immediately in earnings.

These forecasted amounts may be difficult to predict over the life of the LTIP awards due to changes in our business, such as from the introduction of subscription-based services, or other external factors, such as the COVID-19 pandemic, and their impact on our financial results. Events such as these may leave some previously approved performance measures obsolete or unattainable.

These forecasted amounts may be difficult to predict over the life of the awards due to changes in our business, such as from the introduction of subscription-based services, or other external factors, such as the recent pandemic, and their impact on our financial results. Events such as these may leave some previously approved performance measures obsolete or unattainable.

We therefore reversed the previously recognized stock-based compensation expense associated with these awards during fiscal 2020. 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.

We therefore reversed the previously recognized stock-based compensation expense associated with these LTIP award tranches during fiscal 2020. On October 2, 2020, the Compensation Committee modified the terms of the fiscal 2020 LTIP to extend the service period of each performance-based tranche by two years and increase each qualified Adjusted EBITDA vesting target by $ 2.0 million.

The cost of the common stock issued from treasury for these awards was $ 0.3 million in fiscal 2023, $ 0.2 million in fiscal 2022, and $ 0.4 million in fiscal 2021.

The cost of the common stock issued from treasury for these awards was $ 0.4 million in fiscal 2024, $ 0.3 million in fiscal 2023, and $ 0.2 million in fiscal 2022.

We received cash proceeds for these shares from ESPP participants totaling $ 1.5 million in fiscal 2023; $ 1.3 million in fiscal 2022; and $ 1.1 million during fiscal 2021. 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.

We received cash proceeds for these shares from ESPP participants totaling $ 1.5 million in each of fiscal 2024 and fiscal 2023; and $ 1.3 million during fiscal 2022. 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.

Changes to the fair value of contingent consideration liabilities are recorded as a component of SG&A expenses. Income Taxes We regularly evaluate our United States federal and various state and foreign jurisdiction income tax exposures.

Changes to the fair value of contingent consideration liabilities are recorded as a component of SG&A expenses. ‎ 41 Table of Contents Income Taxes We regularly evaluate our United States federal and various state and foreign jurisdiction income tax exposures.

Forward-looking statements in this discussion are qualified by the cautionary statement under the heading “Safe Harbor Statement Under the Private Securities Litigation Reform Act Of 1995” contained later in Item 7 of this Form 10-K.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended August 31, 2023, of the Company and our report dated November 13, 2023, expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended August 31, 2024, of the Company and our report dated November 12, 2024, expressed an unqualified opinion on those financial statements.

… 427 more changes not shown on this page.

Top changes in FRANKLIN COVEY CO's 2024 10-K

Item 1A. Risk Factors

Item 2. Properties

Other FC 10-K year-over-year comparisons