Franklin Covey Co. (NYSE:FC) Q2 2023 Earnings Call Transcript

Paul Walker: Yeah. Hey, Samir. Good to hear from you. So, first of all, a big thanks to Derek Hatch for getting all of that put in place. We didn’t just go for an increase in our credit facility to have — we expect to generate a lot of cash, as you know, and weren’t just looking for a larger credit facility just to have the comfort of having a larger credit facility. We think that there’s an opportunity in this environment to be potentially more inquisitive. And of course, we have a great organic growth story and strategy, I believe, a lot of the numbers we’re talking about that we believe we can achieve would — we don’t think really require a lot of M&A. And at the same time, there could be some opportunities to do some things that could be exciting and could really be accelerants to what we’re doing.

And so we wanted to get ready — so that things are in place if and when we were to find and discuss some things like that. And then we also, we’re grateful to our Board that we were able to replenish our authorization to repurchase shares. And we’ve done a decent amount of that over the last four quarters as well and would expect that we would continue to use our cash wisely for that, for M&A and also just to fund operations to make sure we’re making all the best decisions possible to grow revenue. So nothing to share with you today other than we’re glad we have that in place. And hopefully have more to talk about the future.

Samir Patel: Okay. And then I don’t think — I’m sure you’re going to disclose it in a filing, but Steve, do you have the spread to SOFR on that facility?

Steve Young: Those will be on our 8-K tomorrow. Yeah. The 8-K is coming out tomorrow on that. It’s a varying amount depending on some of the covenants. But it’s like — we’re going to be like the 175, 185. It’s like we start out a SOFR plus 150. That’s where we anticipate being. And then it goes based on our leverage ratio, it will go up from there, like silver plus 175 to SOFR plus 2. But — we will start at SOFR plus 150.

Samir Patel: Okay. Thanks. That makes sense. And Paul, going back the M&A comment. I mean — how do you think about sort of financial guardrails that you’re going to spend that much capital on M&A, right? I mean I think you guys have talked about this, but if you run a DCF on your stock, it should be worth $800 (ph) or something like that. Obviously, there’s a tremendous amount of accretion to be had just by buying back your stock. I kind of understand the rationale or doing strategic deals like Strive. But just going back to the size of that credit facility kind of relative to the size of acquisitions you’ve made I mean, that just seems like a lot of more, right? Like I’m just curious how you think about sort of the returns from like what your hurdle rates are, how you think about the financial aspect of M&A?

Paul Walker: Yeah. Great question. So yeah, sorry if my earlier response, not trying to leave the impression that we go out and do some major multi-hundreds of millions of dollars, acquisition or anything like that. I think more likely, you would see us do things that are more consistent with what we’ve done with Strive and others where we’re adding an important piece of capability to our clients or maybe adding content here or there. Even to add content, we don’t necessarily need to acquire we can license a lot of that — and so I think having access to that additional liquidity, we think is a good thing. We were able to get that, that we don’t necessarily intend to use all of that. It gives us the maximum amount of flexibility to do — to pursue any number of different avenues that we think would be valuable to our shareholders.

It could be in the form of some tuck-in M&A or strategic M&A and it could also be in the form of expanded share repurchases in the quarters ahead. But I don’t think we — I don’t think we’re intending to go out and lever up or do anything significant.

Samir Patel: That makes sense. And I know the details are going to come out tomorrow, but I just — I know one of your previous facilities had some restrictions on returning capital to shareholders. I’m just going to see given that you just authorized $50 million and put that in place that it probably — that at the current time, you would see that facility having any restrictions as long as you stay with them the kind of EBITDA covenants and things like that?

Steve Young: Yeah. This particular one of the things — that was one of the thing with our old covenants, we could actually break the covenants by purchasing shares of stock with $50 million of cash in the bank. And so one of the things that we were going out to negotiate a new deal is we wanted some flexibility to be able to use our capital without breaking covenants. So this particular — you’re right. This particular credit agreement does have some restrictions on distributions that you’ll see. However, it has a great amount of flexibility as long as our leverage ratio is below 2.0 to 1, we don’t have to count purchases of treasury stock as part of our distributions in that distribution. And we don’t anticipate our leverage ratio getting above 2.0. So that gives us a huge amount the flexibility to buy shares as we see fit without breaking our debt covenants.