UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





(Mark One)





[X]
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
quarterly period ended February 28, 2009





[   ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
transition period from __________ to __________





Commission
file no. 1-11107









FRANKLIN
COVEY CO.


(Exact
name of registrant as specified in its charter)








Utah
                (State
      of incorporation)
              87-0401551
                (I.R.S.
      employer identification number)2200
      West Parkway Boulevard
                Salt
      Lake City, Utah
                (Address
      of principal executive offices)
              84119-2099
                (Zip
      Code)Registrant’s
      telephone number,
                Including
      area code
              (801)
      817-1776








Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such, shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes   TNo   £





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.  (Check one):




Large
      accelerated filer
                    £
                    Accelerated
      filer
                    TNon-accelerated
      filer
                    £
                    (Do
      not check if a smaller reporting company)
                    Smaller
      reporting company
                    £




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes£No   T





Indicate
the number of shares outstanding of each of the issuer’s classes of Common Stock
as of the latest practicable date:





16,934,875
shares of Common Stock as of April 1, 2009


1


PART
I.  FINANCIAL INFORMATION


ITEM
1.  FINANCIAL STATEMENTS








FRANKLIN COVEY
CO.





CONDENSED CONSOLIDATED
BALANCE SHEETS


(in
thousands, except per share amounts)





February
      28,
                      2009
                    
                    
                    August
      31,
                      2008(unaudited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                    
                    $
                    4,026
                    
                    
                    $
                    15,904Accounts receivable, less
      allowance for doubtful accounts of $986 and $1,066
                    
                    
                    20,956
                    
                    
                    
                    27,114Inventories
                    
                    
                    7,901
                    
                    
                    
                    8,397Deferred
      income taxes
                    
                    
                    2,523
                    
                    
                    
                    2,472Receivable
      from equity method investee
                    
                    
                    4,871
                    
                    
                    
                    7,672Income
      taxes receivable
                    
                    
                    4,495
                    
                    
                    
                    -Prepaid
      expenses and other assets
                    
                    
                    4,252
                    
                    
                    
                    5,102Assets
      held for sale
                    
                    
                    1,707
                    
                    
                    
                    -Total
      current assets
                    
                    
                    50,731
                    
                    
                    
                    66,661Property
      and equipment, net
                    
                    
                    24,714
                    
                    
                    
                    26,928Intangible
      assets, net
                    
                    
                    71,187
                    
                    
                    
                    72,320Other
      assets
                    
                    
                    12,137
                    
                    
                    
                    11,768$
                    158,769
                    
                    
                    $
                    177,677LIABILITIES AND SHAREHOLDERS’
      EQUITYCurrent
      liabilities:Current
      portion of long-term debt and financing obligation
                    
                    $
                    587
                    
                    
                    $
                    670Line
      of credit
                    
                    
                    17,713
                    
                    
                    
                    -Accounts
      payable
                    
                    
                    6,860
                    
                    
                    
                    8,713Income
      taxes payable
                    
                    
                    -
                    
                    
                    
                    384Tender
      offer obligation
                    
                    
                    -
                    
                    
                    
                    28,222Accrued
      liabilities
                    
                    
                    20,288
                    
                    
                    
                    23,419Liabilities
      held for sale
                    
                    
                    522
                    
                    
                    
                    -Total
      current liabilities
                    
                    
                    45,970
                    
                    
                    
                    61,408Long-term
      debt and financing obligation, less current portion
                    
                    
                    31,419
                    
                    
                    
                    32,291Other
      liabilities
                    
                    
                    844
                    
                    
                    
                    1,229Deferred
      income tax liabilities
                    
                    
                    3,345
                    
                    
                    
                    4,572Total
      liabilities
                    
                    
                    81,578
                    
                    
                    
                    99,500Shareholders’
      equity:Common stock – $0.05 par value;
      40,000 shares authorized, 27,056 shares issued and
    outstanding
                    
                    
                    1,353
                    
                    
                    
                    1,353Additional paid-in
      capital
                    
                    
                    183,467
                    
                    
                    
                    184,313Common stock
    warrants
                    
                    
                    7,597
                    
                    
                    
                    7,597Retained earnings
                    
                    
                    23,609
                    
                    
                    
                    24,811Accumulated other comprehensive
      income
                    
                    
                    918
                    
                    
                    
                    1,007Treasury stock at cost, 10,111
      and 10,203 shares
                    
                    
                    (139,753
                    )
                    
                    
                    (140,904
                    )Total shareholders’
      equity
                    
                    
                    77,191
                    
                    
                    
                    78,177$
                    158,769
                    
                    
                    $
                    177,677























See notes
to condensed consolidated financial statements.


2


FRANKLIN COVEY
CO.





CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS


(in
thousands, except per share amounts)





Quarter
      Ended
                
                
                Two
      Quarters EndedFebruary
      28,
                  2009
                
                
                March
      1,
                  2008
                
                
                February
      28,
                  2009
                
                
                March
      1,
                  2008(unaudited)
                
                
                (unaudited)Net
      sales:Training
      and consulting services
                
                $
                25,566
                
                
                $
                33,828
                
                
                $
                56,047
                
                
                $
                68,027Products
                
                
                3,431
                
                
                
                40,702
                
                
                
                7,112
                
                
                
                79,505Leasing
                
                
                906
                
                
                
                597
                
                
                
                1,825
                
                
                
                1,17029,903
                
                
                
                75,127
                
                
                
                64,984
                
                
                
                148,702Cost
      of sales:Training
      and consulting services
                
                
                8,804
                
                
                
                10,663
                
                
                
                19,827
                
                
                
                21,386Products
                
                
                1,968
                
                
                
                17,323
                
                
                
                3,854
                
                
                
                33,820Leasing
                
                
                448
                
                
                
                339
                
                
                
                923
                
                
                
                70211,220
                
                
                
                28,325
                
                
                
                24,604
                
                
                
                55,908Gross profit
                
                
                18,683
                
                
                
                46,802
                
                
                
                40,380
                
                
                
                92,794Selling,
      general, and administrative
                
                
                20,253
                
                
                
                37,652
                
                
                
                40,864
                
                
                
                76,424Depreciation
                
                
                906
                
                
                
                1,532
                
                
                
                1,809
                
                
                
                2,911Amortization
                
                
                903
                
                
                
                901
                
                
                
                1,804
                
                
                
                1,800Income
      (loss) from operations
                
                
                (3,379
                )
                
                
                6,717
                
                
                
                (4,097
                )
                
                
                11,659Earnings
      from an equity method investee
                
                
                224
                
                
                
                -
                
                
                
                224
                
                
                
                -Interest
      income
                
                
                20
                
                
                
                15
                
                
                
                74
                
                
                
                24Interest
      expense
                
                
                (764
                )
                
                
                (761
                )
                
                
                (1,593
                )
                
                
                (1,672
                )Income
      (loss) before income taxes
                
                
                (3,899
                )
                
                
                5,971
                
                
                
                (5,392
                )
                
                
                10,011Benefit
      (provision) for income taxes
                
                
                3,266
                
                
                
                (2,924
                )
                
                
                4,190
                
                
                
                (4,972
                )Net
      income (loss)
                
                $
                (633
                )
                
                $
                3,047
                
                
                $
                (1,202
                )
                
                $
                5,039Net
      income (loss) available to common
                  shareholders per
      share:Basic
                
                $
                (.05
                )
                
                $
                .16
                
                
                $
                (.09
                )
                
                $
                .26Diluted
                
                $
                (.05
                )
                
                $
                .15
                
                
                $
                (.09
                )
                
                $
                .25Weighted
      average number of common shares:Basic
                
                
                13,385
                
                
                
                19,510
                
                
                
                13,381
                
                
                
                19,495Diluted
                
                
                13,385
                
                
                
                19,805
                
                
                
                13,381
                
                
                
                19,782







































































See notes
to condensed consolidated financial statements.


3


FRANKLIN COVEY
CO.





CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS


(in
thousands)





Two
      Quarters EndedFebruary
      28,
                  2009
                
                
                March
      1,
                  2008(unaudited)Cash
      flows from operating activities:Net
      income (loss)
                
                $
                (1,202
                )
                
                $
                5,039Adjustments to reconcile net
      income (loss) to net cash provided by operating
activities:Depreciation
      and amortization
                
                
                3,613
                
                
                
                4,907Deferred
      income taxes
                
                
                (1,235
                )
                
                
                3,656Loss
      on disposals of property and equipment
                
                
                14
                
                
                
                274Share-based
      compensation expense (benefit)
                
                
                194
                
                
                
                (511
                )Equity
      in earnings of equity method investee
                
                
                (224
                )
                
                
                -Changes
      in assets and liabilities, net of effect of acquired
    business:Decrease
      (increase) in accounts receivable, net
                
                
                6,781
                
                
                
                (1,884
                )Decrease
      in receivable from equity method investee
                
                
                2,801
                
                
                
                -Decrease
      in inventories
                
                
                790
                
                
                
                3,541Decrease
      in other assets
                
                
                1,902
                
                
                
                1,132Decrease
      in accounts payable and accrued liabilities
                
                
                (5,263
                )
                
                
                (1,712
                )Decrease
      in other long-term liabilities
                
                
                (371
                )
                
                
                (116
                )Increase
      (decrease) in income taxes payable/receivable
                
                
                (4,997
                )
                
                
                172Net
      cash provided by operating activities
                
                
                2,803
                
                
                
                14,498Cash
      flows from investing activities:Proceeds
      on notes receivable from disposals of subsidiaries
                
                
                105
                
                
                
                1,046Purchases
      of property and equipment
                
                
                (1,856
                )
                
                
                (2,345
                )Curriculum
      development costs
                
                
                (1,147
                )
                
                
                (1,567
                )Acquisition
      of business, net of cash acquired
                
                
                (946
                )
                
                
                -Proceeds
      from sales of property and equipment
                
                
                -
                
                
                
                60Net
      cash used for investing activities
                
                
                (3,844
                )
                
                
                (2,806
                )Cash
      flows from financing activities:Proceeds
      from line-of-credit borrowing
                
                
                49,809
                
                
                
                40,029Payments
      on line-of-credit borrowing
                
                
                (32,096
                )
                
                
                (51,714
                )Principal
      payments on long-term debt and financing obligation
                
                
                (340
                )
                
                
                (312
                )Proceeds
      from sales of common stock from treasury
                
                
                159
                
                
                
                193Purchase
      of treasury shares through tender offer
                
                
                (28,270
                )
                
                
                -Net
      cash used for financing activities
                
                
                (10,738
                )
                
                
                (11,804
                )Effect
      of foreign exchange rates on cash and cash equivalents
                
                
                (99
                )
                
                
                (680
                )Net
      decrease in cash and cash equivalents
                
                
                (11,878
                )
                
                
                (792
                )Cash
      and cash equivalents at beginning of the period
                
                
                15,904
                
                
                
                6,126Cash
      and cash equivalents at end of the period
                
                $
                4,026
                
                
                $
                5,334Supplemental
      disclosure of cash flow information:Cash
      paid for interest
                
                $
                1,583
                
                
                $
                1,744Cash
      paid for income taxes
                
                $
                1,939
                
                
                $
                1,686Non-cash
      investing and financing activities:Acquisition
      of property and equipment through accounts payable
                
                $
                116
                
                
                $
                252
































See notes
to condensed consolidated financial statements.


4


FRANKLIN COVEY
CO.





NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS


(unaudited)











NOTE
1 – BASIS OF PRESENTATION





Franklin
Covey Co. (hereafter referred to as us, we, our, or the Company) believes that
great organizations consist of great people who form great teams that in turn
produce great results.  To enable organizations and individuals to
achieve great results, we provide integrated consulting, training, and
performance solutions focused on leadership, strategy execution, productivity,
sales force effectiveness, effective communication, and other
areas.  Our services and products have historically been available
through professional consulting services, public workshops, retail stores,
catalogs, and the Internet at www.franklincovey.com.  Our
best-known offerings in the marketplace have included the Franklin Planner®, and a
suite of individual-effectiveness and leadership-development training products
based on the best-selling book, The 7 Habits of Highly Effective
People®.





During
the fourth quarter of the fiscal year ended August 31, 2008, we completed the
sale of substantially all of the assets of our Consumer Solutions Business Unit
(CSBU) to a newly formed entity, Franklin Covey Products, LLC (Note
3).  The CSBU was primarily responsible for the sale of our products,
including the Franklin Planner®, to
consumers through retail stores, catalogs, and our Internet
site.  Following the sale of the CSBU, our business primarily consists
of training, consulting, assessment services, and related products to help
organizations achieve superior results by focusing on and executing on top
priorities, building the capability of knowledge workers, and aligning business
processes.  Our training, consulting, and assessment offerings include
services based upon the popular workshops The 7 Habits of Highly Effective
People®; Leadership: Great
Leaders—Great  Teams—Great ResultsTM; The 4 Disciplines of
Execution®; FOCUS: Achieving Your Highest
PrioritiesTM;Building
Business Acumen®Championing DiversityTM;Leading at the Speed of
TrustTM;Writing
Advantage®,
andPresentation
Advantage®.  Through
interaction with our clients and assessment of marketplace needs, we seek to
create, develop, and introduce new services and products that will help our
clients achieve greatness.





The
accompanying unaudited condensed consolidated financial statements reflect, in
the opinion of management, all adjustments (which include only normal recurring
adjustments, except for the correction of errors in prior periods as described
in Note 2) necessary to present fairly the financial position and results of
operations of the Company as of the dates and for the periods
indicated.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to Securities and Exchange Commission (SEC) rules
and regulations.  The information included in this quarterly report on
Form 10-Q should be read in conjunction with the consolidated financial
statements and related notes included in our Annual Report on Form 10-K for the
fiscal year ended August 31, 2008.





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the dates
of the financial statements, and the reported amounts of revenues and expenses
during the reporting periods.  Actual results could differ from those
estimates.





The
Company utilizes a modified 52/53-week fiscal year that ends on August 31 of
each year.  Corresponding quarterly periods generally consist of
13-week periods that will end on November 29, 2008, February 28, 2009, and May
30, 2009 during fiscal 2009.  Under the modified 52/53-week fiscal
year, the quarter ended February 28, 2009 had the same number of business days
as


5


the
quarter ended March 1, 2008 and the two quarters ended February 28, 2009 had one
less business day than the two quarters ended March 1, 2008.  Unless
otherwise noted, references to fiscal years apply to the 12 months ended August
31 of the specified year.





Certain
reclassifications have been made to prior period financial statements to conform
to the current period presentation.  These reclassifications included
a change in the classification of leasing income, corresponding leasing cost of
sales, and building depreciation costs related to sub-leased office space from
product cost of sales to depreciation expense.  The leasing revenues
reclassed from product sales totaled $0.6 million and $1.2 million for the
quarter and two quarters ended March 1, 2008 and the depreciation expense
reclassified from product cost of sales totaled $0.2 million and $0.4 million
for the quarter and two quarters ended March 1, 2008.





The
results of operations for the quarter and two quarters ended February 28, 2009
are not necessarily indicative of results expected for the entire fiscal year
ending August 31, 2009.








NOTE
2 – CORRECTION OF IMMATERIAL ERRORS





While
closing the first quarter of fiscal 2009, we identified errors due to improper
accounting for certain product sales in the fourth quarter of fiscal 2008, and
the improper calculation of inventory reserves from late fiscal 2006 through the
fourth quarter of fiscal 2008 in the financial statements of our directly owned
subsidiary in Japan.





During
the fourth quarter of fiscal 2008, certain product sales were recorded at our
Japanese subsidiary where delivery had not occurred resulting in an
overstatement of revenues.  In addition, we determined that our
Japanese subsidiary’s inventory reserve calculation did not appropriately
capture all considerations of old and outdated material resulting in an
overstatement in the value of our inventory.





The
revenue recognition error resulted in a $0.9 million overstatement of sales,
which had a $0.6 million impact on gross profit in the fourth quarter of fiscal
2008.  The inventory reserve calculation errors from the fourth
quarter of fiscal 2006 through August 31, 2008 cumulatively totaled $0.7 million
and were immaterial overall to previously reported quarterly and annual
periods.





We
previously assessed the materiality of these errors in accordance with Staff
Accounting Bulletin (SAB) No. 108 and determined that the errors were immaterial
to previously reported amounts contained in our periodic reports and we intend
to correct these errors through subsequent periodic filings.  For
further information on the impact of these adjustments to all periods affected,
refer to Note 2 in our quarterly report on Form 10-Q for the period ended
November 29, 2008.  The effects of recording these immaterial
corrections in the consolidated statements of operations for the periods
presented in this report were as follows (in thousands):





For
      the Quarter Ended
                      March
      1, 2008As
      Reported
                    
                    
                    As
      RevisedGross
      profit
                    
                    $
                    46,688
                    
                    
                    $
                    46,620Operating
      income
                    
                    
                    6,785
                    
                    
                    
                    6,717Net
      income
                    
                    
                    3,082
                    
                    
                    
                    3,047For
      the Two Quarters Ended
                      March
      1, 2008As
      Reported
                    
                    
                    As
      RevisedGross
      profit
                    
                    $
                    92,633
                    
                    
                    $
                    92,429Operating
      income
                    
                    
                    11,862
                    
                    
                    
                    11,658Net
      income
                    
                    
                    5,141
                    
                    
                    
                    5,039





6


NOTE
3 – SALE OF THE CONSUMER SOLUTIONS BUSINESS UNIT





During
the fourth quarter of fiscal 2008, we joined with Peterson Partners to create a
new company, Franklin Covey Products, LLC (Franklin Covey
Products).  This new company purchased substantially all of the assets
of our CSBU with the objective of expanding worldwide product sales as governed
by a comprehensive license agreement between us and Franklin Covey
Products.  On the closing date of the sale, the Company invested
approximately $1.8 million to purchase a 19.5 percent voting interest in
Franklin Covey Products, made a $1.0 million priority capital contribution with
a 10 percent return, and will have the opportunity to earn contingent license
fees if Franklin Covey Products achieves specified performance
objectives.  We recognized a gain totaling $9.1 million on the sale of
the CSBU assets and according to guidance found in Emerging Issues Task Force
(EITF) Issue No. 01-2, Interpretations of APB Opinion No.
29, we deferred a portion of the gain equal to our investment in Franklin
Covey Products.  We will recognize the deferred gain over the life of
the long-term assets acquired by Franklin Covey Products or when cash is
received for payment of the priority contribution.





Based
upon the guidance found in Statement of Financial Accounting Standards (SFAS)
No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, EITF Issue No. 03-13, Applying the Conditions in Paragraph
42 of FASB Statement No. 144 in Determining Whether to Report Discontinued
Operations, and SAB No. 103, Topic 5Z4, Disposal of Operation with
Significant Interest Retained, we determined that the operations of CSBU
should not be reported as discontinued operations because we continue to have
significant influence over the operations of Franklin Covey Products and may
participate in future cash flows.  As a result of this determination,
we have not presented the financial results of the CSBU as discontinued
operations in the accompanying condensed consolidated statements of operations
for the quarter or two quarters ended February 28, 2009.





The
following unaudited pro forma condensed consolidated statements of operations
for the fiscal quarter and two quarters ended March 1, 2008 give effect to the
sale of the CSBU assets as if the sale transaction occurred at the beginning of
the periods presented.  The pro forma information is not necessarily
indicative of the results of operations or indicative of results that would have
actually occurred had the transaction been completed as of the beginning of the
period presented.  The pro forma adjustments, which primarily consist
of entries to dispose of the CSBU for the period presented, are based upon
available information and certain assumptions we believe are
reasonable.  The pro forma financial information should be read in
conjunction with the consolidated financial statements and notes to the
consolidated financial statements included in our report on Form 10-K for the
fiscal year ended August 31, 2008 and our quarterly report on Form 10-Q for the
period ended March 1, 2008 (in thousands).





Pro
      Forma Quarter Ended March 1, 2008
                
                
                Pro
      Forma
                  Two
      Quarters Ended
                  March
      1, 2008Sales
                
                $
                37,423
                
                
                $
                75,528Cost
      of sales
                
                
                12,626
                
                
                
                25,640Gross
      profit
                
                
                24,797
                
                
                
                49,888Selling,
      general, and administrative
                
                
                21,151
                
                
                
                42,996Depreciation
                
                
                1,182
                
                
                
                2,077Amortization
                
                
                901
                
                
                
                1,800Income
      from operations
                
                
                1,563
                
                
                
                3,015Interest
      income
                
                
                15
                
                
                
                24Interest
      expense
                
                
                (761
                )
                
                
                (1,672
                )Income
      before provision for income taxes
                
                
                817
                
                
                
                1,367Provision
      for income taxes
                
                
                (400
                )
                
                
                (679
                )Net
      income
                
                $
                417
                
                
                $
                688Diluted
      earnings per common share
                
                $
                .02
                
                
                $
                .03





7


Following
the sale of the CSBU assets, we do not have any obligation to fund the losses of
Franklin Covey Products.  Under the terms of the agreements associated
with the sale of the CSBU assets, we are entitled to receive reimbursement for
certain operating costs, such as warehousing and distribution costs, which are
billed to the Company by third-party providers.  At February 28, 2009
we had a $4.9 million receivable from Franklin Covey Products, which is
disclosed on our consolidated balance sheets as a receivable from an equity
method investee and consisted of $3.6 million resulting from the working capital
settlement and reimbursable costs associated with the sale transaction and $1.3
million of reimbursable operating costs.  We also have a $1.4 million
liability to Franklin Covey Products at February 28, 2009 for purchases of
inventory items in the ordinary course of business that is included as a
component of accounts payable in the accompanying condensed consolidated balance
sheet.  The working capital settlement payment was originally due in
January 2009.  However, the Company extended the due date of the
working capital settlement to January 2010.  We believe that we will
collect the balance due on the working capital settlement, including accrued
interest.








NOTE
4 – ASSETS HELD FOR SALE





During
the quarter ended August 31, 2008, we initiated a restructuring plan that
included significant changes to the operation of our wholly owned Canadian
subsidiary.  This restructuring plan included reassigning the sales
force to domestic regions and eliminating the administrative functions located
at our Canadian headquarters office located in Cambridge,
Ontario.  Subsequent to the initiation of the restructuring plan, the
Company decided to sell its Canadian headquarters building.  During
the quarter ended February 28, 2009, the Company formalized its plan to sell the
Canadian building and the premises became available for immediate sale as
defined by SFAS No. 144.  Accordingly, the Canadian building assets
and corresponding mortgage liability have been classified as held for sale in
the accompanying consolidated balance sheet for February 28, 2009.  We
expect that the Canadian building will be sold for an amount (including expected
closing costs) that approximates its carrying value and believe that the sale
will be completed within the upcoming 12 months.








NOTE
5 – ACQUISITION OF COVEYLINK





Effective
December 31, 2008, we acquired the assets of CoveyLink Worldwide, LLC
(CoveyLink).  CoveyLink conducts seminars and training courses and
provides consulting based upon the book, The Speed of Trust by Stephen
M.R. Covey, who is the son of our Vice Chairman of the Board of
Directors.





Based
primarily upon the guidance found in EITF Issue 98-3, Determining Whether a Nonmonetary
Transaction Involves Receipt of Production Assets or of a Business, we
determined that the CoveyLink operation constituted a business and we accounted
for the acquisition of CoveyLink using the guidance found in SFAS No. 141, Business
Combinations.  The purchase price was $1.0 million in cash plus
or minus an adjustment for specified working capital.  The previous
owners of CoveyLink, which includes Stephen M.R. Covey, are also entitled to
earn annual contingent payments based upon earnings growth over the next five
years.  We were unable to complete the allocation of the excess
purchase price prior to the issuance of this quarterly report because we were
waiting for additional information necessary to properly complete the
allocation.  Based upon the initial purchase price, we recorded a $0.6
million increase in our intangible assets during the quarter ended February 28,
2009.  We also acquired $0.6 million of net accounts receivable, $0.2
million of other assets, and $0.5 million of accounts payable and current
accrued liabilities on the acquisition date.  We expect the excess
purchase price allocation to be completed during our fiscal quarter ending on
May 30, 2009.





The
accompanying consolidated financial statements include the financial results of
CoveyLink from January 1, 2009 through February 28, 2009.  The
CoveyLink results of operations had an immaterial impact on our consolidated
financial statements and we recognized $0.4 million of net


8


sales and
$0.2 million of income from operations as a result of the CoveyLink acquisition
during the quarter ended February 28, 2009.





Prior to
the acquisition date, CoveyLink had granted a non-exclusive license to the
Company related to The Speed
of Trust book and related training courses for which we paid CoveyLink
specified royalties.  As part of the CoveyLink acquisition, an amended
and restated license of intellectual property was signed that granted us an
exclusive, perpetual, worldwide, transferable, royalty-bearing license to use,
reproduce, display, distribute, sell, prepare derivative works of, and perform
the licensed material in any format or medium and through any market or
distribution channel.  We will continue to pay the former owners of
CoveyLink a royalty based upon the amended royalty agreement.








NOTE
6 – INVENTORIES





Inventories
are stated at the lower of cost or market, cost being determined using the
first-in, first-out method, and were comprised of the following (in
thousands):





February
      28,
                    2009
                  
                  
                  August
      31,
                    2008Finished
      goods
                  
                  $
                  7,437
                  
                  
                  $
                  7,984Raw
      materials
                  
                  
                  464
                  
                  
                  
                  413$
                  7,901
                  
                  
                  $
                  8,397








NOTE
7 – SHARE-BASED COMPENSATION





We
utilize various share-based compensation plans as integral components of our
overall compensation and associate retention strategy.  Our
shareholders have approved various stock incentive plans that permit us to grant
long-term performance awards, unvested stock awards, employee stock purchase
plan (ESPP) shares, and stock options.  In addition, our Board of
Directors and shareholders may, from time to time, approve fully vested stock
awards.  The compensation cost of our share-based compensation plans
was included in selling, general, and administrative expenses in the
accompanying condensed consolidated statements of operations and no share-based
compensation was capitalized during the two quarters ended February 28,
2009.  We generally issue shares of common stock for our share-based
compensation plans from shares held in treasury.  The following is a
description of recent developments in our share-based compensation
plans.





Long-Term
Performance Awards





The
Company has a performance based long-term incentive plan (the LTIP) that
provides for annual grants of share-based performance awards to certain
managerial personnel and executive management as directed by the Organization
and Compensation Committee (the Compensation Committee) of the Board of
Directors.  The LTIP performance awards cliff vest at the completion
of a three-year performance period that begins on September 1 in the fiscal year
of the grant.  The number of common shares that are finally awarded to
LTIP participants is variable and is based entirely upon the achievement of
specified financial performance objectives during the three-year performance
period.  Due to the variable number of common shares that may be
issued under the LTIP, we reevaluate our LTIP grants on a quarterly basis and
adjust the number of shares expected to be awarded based upon actual and
estimated financial results of the Company compared to the performance goals set
for the award.  Adjustments to the number of shares awarded, and to
the corresponding compensation expense, are made on a cumulative basis at the
adjustment date based upon the estimated probable number of common shares to be
awarded.





During
the quarter ended November 29, 2008, the Compensation Committee approved LTIP
awards for 205,700 shares of common stock (the target award) to be awarded if we
achieve the specified financial results of grant, which were primarily based on
cumulative operating income


9


growth
over the performance period ending August 31, 2011.  The fair value of
our common stock was $4.60 per share on the grant date of the fiscal 2009 LTIP
award.  However, due to ongoing organizational changes following the
sale of the CSBU, the Company’s structure evolved to the extent that the fiscal
2009 LTIP award criteria were no longer consistent with the Company’s
organization and performance goals and, in some cases, the approved measurement
criteria were no longer measurable.  As a result of these changes,
combined with financial performance during the first two quarters of the
measurement period, the Company determined that no shares would be awarded to
participants under the terms of the fiscal 2009 LTIP
award.  Accordingly, no compensation expense was recognized for the
fiscal 2009 LTIP award during the two quarters ended February 28,
2009.





Subsequent
to February 28, 2009, the Compensation Committee formally terminated the fiscal
2009 and fiscal 2007 LTIP awards because no shares were expected to be awarded
to participants under the terms of these awards.  The Company does not
currently anticipate another LTIP award to be granted during fiscal
2009.





Unvested
Stock Awards





The fair
value of our unvested stock awards is calculated based on the number of shares
issued and the closing market price of our common stock on the date of the
grant.  The corresponding compensation cost of unvested stock awards
is amortized to selling, general, and administrative expense on a straight-line
basis over the vesting period of the award.





Based
upon a report from its external compensation consultant regarding competitive
compensation practices for Boards of Directors of similar sized public
companies, and to provide closer alignment with current and emerging market
practices which support the Board’s stewardship role, the Compensation Committee
approved changes in future awards under the Non-Employee Directors’
Plan.  These changes included: 1) a change from an annual grant of
4,500 shares to a whole-share grant equal to $40,000; 2) a change in the vesting
period from three years to one year; 3) a change in the grant date from March 31
of each year to January (following the Annual Shareholders’ Meeting) of each
year; and 4) a minimum stock ownership requirement for directors.  No
previously granted awards were subject to these approved changes.  The
following information applies to our unvested stock awards granted to members of
the Board of Directors under the Directors’ Plan through the two quarters ended
February 28, 2009:





Number
      of Shares
                
                
                Weighted-Average
      Grant-Date Fair Value Per ShareUnvested
      stock awards at August 31, 2008
                
                
                94,500
                
                
                $
                7.73Granted
                
                
                66,112
                
                
                
                4.84Forfeited
                
                
                -
                
                
                
                -Vested
                
                
                -
                
                
                
                -Unvested
      stock awards at  February 28, 2009
                
                
                160,612
                
                
                $
                6.54





Employee
Stock Purchase Plan





We have
an employee stock purchase plan (ESPP) 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 the Company’s common stock on the
last trading day of the calendar month in each fiscal quarter.  During
the quarter and two quarters ended February 28, 2009, a total of 10,374 shares
and 24,721 shares were issued to participants in the ESPP.





10


Stock
Options





The
Company has an incentive stock option plan whereby options to purchase shares of
our common stock are issued to key employees at an exercise price not less than
the fair market value of the Company’s common stock on the date of
grant.  The term, not to exceed ten years, and exercise period of each
incentive stock option awarded under the plan are determined by the Compensation
Committee of our Board of Directors.  Information related to stock
option activity during the two quarters ended February 28, 2009 is presented
below:





Number
      of Stock Options
                
                
                Weighted
      Avg. Exercise Price Per ShareOutstanding
      at August 31, 2008
                
                
                2,027,800
                
                
                $
                12.82Granted
                
                
                -
                
                
                
                -Exercised
                
                
                (1,000
                )
                
                
                6.56Forfeited
                
                
                (5,000
                )
                
                
                17.69Outstanding
      at February 28, 2009
                
                
                2,021,800
                
                
                $
                12.81Options
      vested and exercisable at February 28, 2009
                
                
                2,021,800
                
                
                $
                12.81








NOTE
8 – INCOME TAXES





In order
to determine our quarterly provision for income taxes, we use an estimated
annual effective tax rate, which is based on expected annual income and
statutory tax rates in the various jurisdictions in which we
operate.  Certain significant or unusual items are separately
recognized in the quarter during which they occur and can be a source of
variability in the effective tax rates from quarter to quarter.





We
recognized an income tax benefit during the two quarters ended February 28, 2009
based upon anticipated pre-tax income for the full fiscal year ending August 31,
2009.  Our effective tax benefit rate for the two quarters ended
February 28, 2009 of approximately 78 percent was higher than statutory combined
rates primarily due to foreign withholding taxes for which we cannot utilize a
foreign tax credit, the accrual of taxable interest income on the management
stock loan program, and actual and deemed dividends from foreign subsidiaries
for which we also cannot utilize foreign tax credits.  The Company
does not expect significant increases or decreases in unrecognized tax benefits
during the next 12 months.








NOTE
9 – COMPREHENSIVE INCOME (LOSS)





Comprehensive
income (loss) is based on net income and includes charges and credits to equity
accounts that were not the result of transactions with
shareholders.  Our comprehensive income (loss) was calculated as
follows for the periods presented in this report (in thousands):





Quarter
      Ended
                  
                  
                  Two
      Quarters EndedFebruary
      28,
                    2009
                  
                  
                  March
      1,
                    2008
                  
                  
                  February
      28,
                    2009
                  
                  
                  March
      1,
                    2008Net
      income (loss)
                  
                  $
                  (633
                  )
                  
                  $
                  3,047
                  
                  
                  $
                  (1,202
                  )
                  
                  $
                  5,039Other
      comprehensive income (loss) items, net of tax:Foreign
      currency translation adjustments
                  
                  
                  (184
                  )
                  
                  
                  245
                  
                  
                  
                  (89
                  )
                  
                  
                  472Comprehensive
      income (loss)
                  
                  $
                  (817
                  )
                  
                  $
                  3,292
                  
                  
                  $
                  (1,291
                  )
                  
                  $
                  5,511





11


NOTE
10 – EARNINGS PER SHARE





Basic
earnings per common share (EPS) is calculated by dividing net income available
to common shareholders by the weighted-average number of common shares
outstanding for the period.  Diluted EPS is calculated by dividing net
income (loss) available to common shareholders by the weighted-average number of
common shares outstanding plus the assumed exercise of all dilutive securities
using the treasury stock method or the “as converted” method, as
appropriate.  Due to modifications to our management stock loan
program, we determined that the shares of management stock loan participants
that were placed in the escrow account are participating securities as defined
by EITF Issue No. 03-6, Participating Securities and the
Two-Class Method under FASB Statement No. 128, because they continue to
have equivalent common stock dividend rights.  Accordingly, these
management stock loan shares are included in our basic EPS calculation during
periods of net income and excluded from the basic EPS calculation in periods of
net loss.





The
following table presents the computation of our EPS for the periods indicated
(in thousands, except per share amounts):





Quarter
      Ended
                  
                  
                  Two
      Quarters EndedFebruary
      28,
                    2009
                  
                  
                  March
      1,
                    2008
                  
                  
                  February
      28,
                    2009
                  
                  
                  March
      1,
                    2008Numerator
      for basic and diluted earnings per share:Net
      income (loss)
                  
                  $
                  (633
                  )
                  
                  $
                  3,047
                  
                  
                  $
                  (1,202
                  )
                  
                  $
                  5,039Denominator
      for basic and diluted earnings per share:Basic
      weighted average shares outstanding(1)
                  
                  
                  13,385
                  
                  
                  
                  19,510
                  
                  
                  
                  13,381
                  
                  
                  
                  19,495Effect
      of dilutive securities:Stock
      options
                  
                  
                  -
                  
                  
                  
                  6
                  
                  
                  
                  -
                  
                  
                  
                  8Unvested
      stock awards
                  
                  
                  -
                  
                  
                  
                  289
                  
                  
                  
                  -
                  
                  
                  
                  279Common
      stock warrants(2)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Diluted
      weighted average shares outstanding
                  
                  
                  13,385
                  
                  
                  
                  19,805
                  
                  
                  
                  13,381
                  
                  
                  
                  19,782Basic
      and diluted EPS:Basic
      EPS
                  
                  $
                  (.05
                  )
                  
                  $
                  .16
                  
                  
                  $
                  (.09
                  )
                  
                  $
                  .26Diluted
      EPS
                  
                  $
                  (.05
                  )
                  
                  $
                  .15
                  
                  
                  $
                  (.09
                  )
                  
                  $
                  .25





(1)
            Since
      the Company recognized net income for the quarter and two quarters ended
      March 1, 2008, basic weighted average shares for those periods include 3.5
      million shares of common stock held by management stock loan participants
      that were placed in escrow.  These shares were excluded from
      basic weighted-average shares for the quarter and two quarters ended
      February 28, 2009.





(2)
            For
      the periods presented, the conversion of 6.2 million common stock warrants
      is not assumed because such conversion would be
    anti-dilutive.





At
February 28, 2009 and March 1, 2008, we had approximately 2.0 million and 1.9
million stock options outstanding which were not included in the computation of
diluted EPS because the Company reported a net loss as in the period ending
February 28, 2009 or the options’ exercise prices were greater than the average
market price of the Company’s common shares in the quarter ending March 1,
2008.  Although these shares were not included in our calculation of
diluted EPS, these stock options, and other dilutive securities, may have a
dilutive effect on the Company’s EPS calculation in future periods if the price
of our common stock increases.


12


NOTE
11 – SEGMENT INFORMATION





Prior to
the sale of the CSBU (Note 3), which closed during the fourth quarter of fiscal
2008, the Company had two operating segments:  the Organizational
Solutions Business Unit (OSBU) and the CSBU.  The following is a
description of these segments, their primary operating components, and their
significant business activities:





Organizational
Solutions Business Unit – The OSBU is primarily responsible for the
development, marketing, sale, and delivery of strategic execution, productivity,
leadership, sales force performance, and communication training and consulting
solutions directly to organizational clients, including other companies, the
government, and educational institutions.  The OSBU includes the
financial results of our domestic sales force, public programs, and certain
international operations.  The domestic sales force is responsible for
the sale and delivery of our training and consulting services in the United
States and Canada.  Our international sales group includes the
financial results of our directly owned foreign offices and royalty revenues
from licensees.





Consumer
Solutions Business Unit – This business unit was primarily focused on
sales to individual customers and small business organizations and included the
results of our domestic retail stores, consumer direct operations (primarily
Internet sales and call center), wholesale operations, international product
channels in certain countries, and other related distribution channels,
including government product sales and domestic printing and publishing
sales.  The CSBU results of operations also included the financial
results of our paper planner manufacturing operations.  Although CSBU
sales primarily consisted of products such as planners, binders, software,
totes, and related accessories, virtually any component of our leadership,
productivity, and strategy execution solutions may have been purchased through
the CSBU channels.





The
Company’s chief operating decision maker is the Chief Executive Officer (CEO),
and the primary measurement tool used in business unit performance analysis is
earnings before interest, taxes, depreciation, and amortization (EBITDA), which
may not be calculated as similarly titled amounts calculated by other
companies.  For segment reporting purposes, our consolidated EBITDA
can be calculated as our income from operations excluding depreciation and
amortization charges.





In the
normal course of business, we may make structural and cost allocation revisions
to our segment information to reflect new reporting responsibilities within the
organization.  During the first two quarters of fiscal 2009, we closed
our directly owned Canadian office and assigned our Canadian sales and support
personnel to various domestic sales regions.  Accordingly, the results
of our Canadian operations are now included in the domestic segment of the
OSBU.  We also made other less significant organizational changes
during the two quarters ended February 28, 2009.  All prior period
segment information has been revised to conform to the most recent
classifications and organizational changes.  We account for our
segment information on the same basis as the accompanying condensed consolidated
financial statements.





13


SEGMENT
INFORMATION


(in
      thousands)Quarter
      Ended
                  February
      28, 2009
                
                Sales
      to External Customers
                
                
                Gross
      Profit
                
                
                EBITDA
                
                
                Depreciation
                
                
                AmortizationOrganizational
      Solutions Business Unit:Domestic
                
                $
                18,373
                
                
                $
                11,020
                
                
                $
                (2,675
                )
                
                $
                300
                
                
                $
                900International
                
                
                10,624
                
                
                
                7,205
                
                
                
                2,252
                
                
                
                101
                
                
                
                3Total
      OSBU
                
                
                28,997
                
                
                
                18,225
                
                
                
                (423
                )
                
                
                401
                
                
                
                903Consumer
      Solutions Business Unit:Retail
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Consumer
      direct
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Wholesale
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -CSBU
      International
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Other
      CSBU
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Total CSBU
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Total
      operating segments
                
                
                28,997
                
                
                
                18,225
                
                
                
                (423
                )
                
                
                401
                
                
                
                903Corporate
      and eliminations
                
                
                906
                
                
                
                458
                
                
                
                (1,147
                )
                
                
                505
                
                
                
                -Consolidated
                
                $
                29,903
                
                
                $
                18,683
                
                
                $
                (1,570
                )
                
                $
                906
                
                
                $
                903Quarter
      Ended
                  March
      1, 2008Organizational
      Solutions Business Unit:Domestic
                
                $
                23,429
                
                
                $
                14,922
                
                
                $
                1,130
                
                
                $
                494
                
                
                $
                899International
                
                
                13,397
                
                
                
                9,619
                
                
                
                4,383
                
                
                
                162
                
                
                
                2Total
      OSBU
                
                
                36,826
                
                
                
                24,541
                
                
                
                5,513
                
                
                
                656
                
                
                
                901Consumer
      Solutions Business Unit:Retail
                
                
                17,628
                
                
                
                11,072
                
                
                
                3,815
                
                
                
                265
                
                
                
                -Consumer
      direct
                
                
                13,574
                
                
                
                7,700
                
                
                
                5,180
                
                
                
                79
                
                
                
                -Wholesale
                
                
                2,921
                
                
                
                1,554
                
                
                
                1,419
                
                
                
                -
                
                
                
                -CSBU
      International
                
                
                2,902
                
                
                
                1,514
                
                
                
                625
                
                
                
                8
                
                
                
                -Other
      CSBU
                
                
                679
                
                
                
                163
                
                
                
                (5,894
                )
                
                
                60
                
                
                
                -Total
      CSBU
                
                
                37,704
                
                
                
                22,003
                
                
                
                5,145
                
                
                
                412
                
                
                
                -Total
      operating segments
                
                
                74,530
                
                
                
                46,544
                
                
                
                10,658
                
                
                
                1,068
                
                
                
                901Corporate
      and eliminations
                
                
                597
                
                
                
                258
                
                
                
                (1,508
                )
                
                
                464
                
                
                
                -Consolidated
                
                $
                75,127
                
                
                $
                46,802
                
                
                $
                9,150
                
                
                $
                1,532
                
                
                $
                901Two
      Quarters Ended
                  February
      28, 2009
                
                Sales
      to External Customers
                
                
                Gross
      Profit
                
                
                EBITDA
                
                
                Depreciation
                
                
                AmortizationOrganizational
      Solutions Business Unit:Domestic
                
                $
                39,099
                
                
                $
                22,774
                
                
                $
                (4,756
                )
                
                $
                591
                
                
                $
                1,799International
                
                
                24,060
                
                
                
                16,704
                
                
                
                6,659
                
                
                
                197
                
                
                
                5Total
      OSBU
                
                
                63,159
                
                
                
                39,478
                
                
                
                1,903
                
                
                
                788
                
                
                
                1,804Consumer
      Solutions Business Unit:Retail
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Consumer
      direct
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Wholesale
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -CSBU
      International
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Other
      CSBU
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Total CSBU
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Total
      operating segments
                
                
                63,159
                
                
                
                39,478
                
                
                
                1,903
                
                
                
                788
                
                
                
                1,804Corporate
      and eliminations
                
                
                1,825
                
                
                
                902
                
                
                
                (2,387
                )
                
                
                1,021
                
                
                
                -Consolidated
                
                $
                64,984
                
                
                $
                40,380
                
                
                $
                (484
                )
                
                $
                1,809
                
                
                $
                1,804Two
      Quarters Ended
                  March
      1, 2008Organizational
      Solutions Business Unit:Domestic
                
                $
                47,394
                
                
                $
                30,198
                
                
                $
                1,725
                
                
                $
                802
                
                
                $
                1,798International
                
                
                26,964
                
                
                
                19,223
                
                
                
                8,487
                
                
                
                316
                
                
                
                2Total
      OSBU
                
                
                74,358
                
                
                
                49,421
                
                
                
                10,212
                
                
                
                1,118
                
                
                
                1,800


14





Consumer
      Solutions Business Unit:Retail
                
                
                30,762
                
                
                
                18,790
                
                
                
                4,667
                
                
                
                480
                
                
                
                -Consumer
      direct
                
                
                28,386
                
                
                
                16,709
                
                
                
                11,481
                
                
                
                147
                
                
                
                -Wholesale
                
                
                7,181
                
                
                
                4,009
                
                
                
                3,714
                
                
                
                -
                
                
                
                -CSBU
      International
                
                
                5,574
                
                
                
                3,071
                
                
                
                1,285
                
                
                
                33
                
                
                
                -Other
      CSBU
                
                
                1,271
                
                
                
                326
                
                
                
                (12,098
                )
                
                
                294
                
                
                
                -Total CSBU
                
                
                73,174
                
                
                
                42,905
                
                
                
                9,049
                
                
                
                954
                
                
                
                -Total
      operating segments
                
                
                147,532
                
                
                
                92,326
                
                
                
                19,261
                
                
                
                2,072
                
                
                
                1,800Corporate
      and eliminations
                
                
                1,170
                
                
                
                468
                
                
                
                (2,891
                )
                
                
                839
                
                
                
                -Consolidated
                
                $
                148,702
                
                
                $
                92,794
                
                
                $
                16,370
                
                
                $
                2,911
                
                
                $
                1,800


A
reconciliation of operating segment EBITDA to consolidated income before taxes
is provided below (in thousands):





Quarter
      Ended
                
                
                Two
      Quarters EndedFebruary
      28,
                  2009
                
                
                March
      1,
                  2008
                
                
                February
      28,
                  2009
                
                
                March
      1,
                  2008Reportable
      segment EBITDA
                
                $
                (423
                )
                
                $
                10,658
                
                
                $
                1,903
                
                
                $
                19,261Corporate
      expenses
                
                
                (1,147
                )
                
                
                (1,508
                )
                
                
                (2,387
                )
                
                
                (2,891
                )Consolidated
      EBITDA
                
                
                (1,570
                )
                
                
                9,150
                
                
                
                (484
                )
                
                
                16,370Depreciation
                
                
                (906
                )
                
                
                (1,532
                )
                
                
                (1,809
                )
                
                
                (2,911
                )Amortization
                
                
                (903
                )
                
                
                (901
                )
                
                
                (1,804
                )
                
                
                (1,800
                )Income
      (loss) from operations
                
                
                (3,379
                )
                
                
                6,717
                
                
                
                (4,097
                )
                
                
                11,659Earnings
      from an equity method investee
                
                
                224
                
                
                
                -
                
                
                
                224
                
                
                
                -Interest
      income
                
                
                20
                
                
                
                15
                
                
                
                74
                
                
                
                24Interest
      expense
                
                
                (764
                )
                
                
                (761
                )
                
                
                (1,593
                )
                
                
                (1,672
                )Income
      (loss) before provision for income taxes
                
                $
                (3,899
                )
                
                $
                5,971
                
                
                $
                (5,392
                )
                
                $
                10,011








15


ITEM
      2.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS








Management’s
discussion and analysis contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995.  These
statements are based upon management’s current expectations and are subject to
various uncertainties and changes in circumstances.  Important factors
that could cause actual results to differ materially from those described in
forward-looking statements are set forth below under the heading “Safe Harbor
Statement Under the Private Securities Litigation Reform Act of
1995.”





The
Company suggests that the following discussion and analysis be read in
conjunction with the Consolidated Financial Statements and Management’s
Discussion and Analysis of Financial Condition and Results of Operations
included in our Annual Report on Form 10-K for the year ended August 31,
2008.








RESULTS
OF OPERATIONS





Overview





Our
financial results for the quarter and two quarters ended February 28, 2009 are
difficult to compare to the corresponding periods of the prior fiscal year
primarily due to the sale of substantially all of the assets of our Consumer
Solutions Business Unit (CSBU) to Franklin Covey Products, LLC, during the
fourth quarter of fiscal 2008.  The CSBU was primarily responsible for
sales of the Company’s consumer products, including the popular FranklinCovey
Planner, binders, and related accessories, to consumers and small businesses
through retail, wholesale, Internet, and call center channels.  Due to
our ownership interest in and continuing involvement with Franklin Covey
Products, LLC, we were unable to present the financial operations of the CSBU in
a discontinued operations format for the quarter and two quarters ended March 1,
2008.  Our second fiscal quarter, which includes the months of
December, January, and February, has historically reflected strong product
sales, primarily from seasonal holiday shopping, and generally good training and
consulting service sales.  However, following the sale of CSBU, we
will not experience the seasonal impact of domestic holiday product sales in our
financial results.





For the
quarter ended on February 28, 2009, we recognized a loss from operations of $3.4
million compared to $6.7 million of income from operations in the corresponding
quarter of fiscal 2008.  Including the impact of a $3.3 million
benefit for income taxes, we recognized a net loss of $0.6 million in the second
quarter of fiscal 2009 compared to net income (after income tax expense) of $3.0
million in the quarter ending March 1, 2008.





The
primary factors that influenced our operating results for the quarter ended
February 28, 2009 were as follows:





·
            Sales–Our consolidated
      sales declined to $29.9 million compared to $75.1 million for the quarter
      ending March 1, 2008.  The vast majority of the decline was
      attributable to the sale of our CSBU operations and the corresponding
      reduction in product sales.  Of the $45.2 million decline, $37.7
      million, or 83 percent, was attributable to product sales from the
      CSBU.  Sales delivered through the Organizational Solutions
      Business Unit (OSBU), which are comparable to the prior year and consist
      primarily of training and consulting service sales, decreased $7.8 million
      due to sales declines in both our domestic and international
      operations.  We believe that these decreases were primarily
      attributable to softening economic conditions in the United States and in
      countries in which we operate wholly owned offices.  Decreased
      sales through OSBU channels were partially offset by a $0.3 million
      increase in lease revenues that were
primarily


16


generated
from various arrangements to lease office space at our Salt Lake City, Utah
headquarters campus.





·
            Gross
      Profit – Our gross profit was primarily affected by the sale of
      CSBU and the corresponding decrease in consolidated product
      sales.  Our consolidated gross margin, which is gross profit in
      terms of a percentage of sales, was 62.5 percent of sales compared to 62.3
      percent in the prior year.  The fluctuation in our gross margin
      was primarily due to the overall change in the mix of items sold and a
      decreased gross margin on training and consulting sales during the
      quarter.





·
            Operating
      Costs – Our operating expenses decreased by $18.0 million compared
      to the same quarter of the prior fiscal year, which was primarily due to
      the sale of CSBU.  Decreased operating expenses consisted of a
      $17.4 million decrease in selling, general, and administrative expenses
      and a $0.6 million decrease in depreciation
  expense.





Further
details regarding these factors and their impact on our operating results and
liquidity are provided throughout the following management’s discussion and
analysis.





The
following table sets forth sales data by category and for our operating segments
(in thousands):





Quarter
      Ended
                  
                  
                  Two
      Quarters EndedFebruary
      28, 2009
                  
                  
                  March
      1, 2008
                  
                  
                  Percent
      Change
                  
                  
                  February
      28, 2009
                  
                  
                  March
      1, 2008
                  
                  
                  Percent
      ChangeSales
      by Category:Training
      and consulting services
                  
                  $
                  25,566
                  
                  
                  $
                  33,828
                  
                  
                  
                  (24
                  )
                  
                  $
                  56,047
                  
                  
                  $
                  68,027
                  
                  
                  
                  (18
                  )Products
                  
                  
                  3,431
                  
                  
                  
                  40,702
                  
                  
                  
                  (92
                  )
                  
                  
                  7,112
                  
                  
                  
                  79,505
                  
                  
                  
                  (91
                  )Leasing
                  
                  
                  906
                  
                  
                  
                  597
                  
                  
                  
                  52
                  
                  
                  
                  1,825
                  
                  
                  
                  1,170
                  
                  
                  
                  56$
                  29,903
                  
                  
                  $
                  75,127
                  
                  
                  
                  (60
                  )
                  
                  $
                  64,984
                  
                  
                  $
                  148,702
                  
                  
                  
                  (56
                  )Organizational
      Solutions Business Unit:Domestic
                  
                  $
                  18,373
                  
                  
                  $
                  23,429
                  
                  
                  
                  (22
                  )
                  
                  $
                  39,099
                  
                  
                  $
                  47,394
                  
                  
                  
                  (18
                  )International
                  
                  
                  10,624
                  
                  
                  
                  13,397
                  
                  
                  
                  (21
                  )
                  
                  
                  24,060
                  
                  
                  
                  26,964
                  
                  
                  
                  (11
                  )28,997
                  
                  
                  
                  36,826
                  
                  
                  
                  (21
                  )
                  
                  
                  63,159
                  
                  
                  
                  74,358
                  
                  
                  
                  (15
                  )Consumer
      Solutions Business Unit:Retail Stores
                  
                  
                  -
                  
                  
                  
                  17,628
                  
                  
                  
                  (100
                  )
                  
                  
                  -
                  
                  
                  
                  30,762
                  
                  
                  
                  (100
                  )Consumer Direct
                  
                  
                  -
                  
                  
                  
                  13,574
                  
                  
                  
                  (100
                  )
                  
                  
                  -
                  
                  
                  
                  28,386
                  
                  
                  
                  (100
                  )Wholesale
                  
                  
                  -
                  
                  
                  
                  2,921
                  
                  
                  
                  (100
                  )
                  
                  
                  -
                  
                  
                  
                  7,181
                  
                  
                  
                  (100
                  )CSBU
    International
                  
                  
                  -
                  
                  
                  
                  2,902
                  
                  
                  
                  (100
                  )
                  
                  
                  -
                  
                  
                  
                  5,574
                  
                  
                  
                  (100
                  )Other CSBU
                  
                  
                  -
                  
                  
                  
                  679
                  
                  
                  
                  (100
                  )
                  
                  
                  -
                  
                  
                  
                  1,271
                  
                  
                  
                  (100
                  )-
                  
                  
                  
                  37,704
                  
                  
                  
                  (100
                  )
                  
                  
                  -
                  
                  
                  
                  73,174
                  
                  
                  
                  (100
                  )28,997
                  
                  
                  
                  74,530
                  
                  
                  
                  (61
                  )
                  
                  
                  63,159
                  
                  
                  
                  147,532
                  
                  
                  
                  (57
                  )Leasing
                  
                  
                  906
                  
                  
                  
                  597
                  
                  
                  
                  52
                  
                  
                  
                  1,825
                  
                  
                  
                  1,170
                  
                  
                  
                  56Total
      Sales
                  
                  $
                  29,903
                  
                  
                  $
                  75,127
                  
                  
                  
                  (60
                  )
                  
                  $
                  64,984
                  
                  
                  $
                  148,702
                  
                  
                  
                  (56
                  )





Quarter Ended February 28,
2009 Compared to the Quarter Ended March 1, 2008





Sales





Training and
Consulting Services–We offer a variety of training courses, training related products, and
consulting services focused on leadership, productivity, strategy execution,
sales force performance, and effective communications that are provided both
domestically and internationally through our sales force or through
international licensee operations.  Our consolidated training and
consulting service sales decreased $8.3 million compared to the prior year,
which was attributable to unfavorable performance in both the domestic and
international divisions.  During the first quarter of fiscal 2009 we
closed our directly owned Canadian office and transferred all remaining sales
and support personnel to one of our domestic regions, depending on the location
of the sales associate.  Sales information presented for the periods
ended March 1, 2008 in the table above was adjusted to reflect the transition of
Canadian sales from the


17


international
division to the domestic division.  The following is a description of
the sales activity in our domestic and international divisions for the quarter
ended February 28, 2009:





·
            Domestic–Our domestic training, consulting, and related sales decreased by
      $5.1 million compared to the prior year.  The decrease in
      domestic sales was primarily due to: 1) a decrease in facilitator sales
      (training conducted by clients using their certified trainers); 2) reduced
      public seminar sales resulting from a reduction in the number of events
      that were scheduled during the quarter; 3) a decrease in the number of
      on-site events during the quarter resulting from a decrease in the number
      of days booked compared to the prior year; and 4) decreased sales force
      performance training revenues.  These decreases were partially
      offset by increased sales of our Customer Loyalty and Speed of Trust
      programs during the quarter.  During the quarter ended February
      28, 2009, we acquired CoveyLink Worldwide LLC, which has developed
      training courses and materials based upon the book entitled The Speed of Trust by
      Stephen M.R. Covey.





We
believe that continued economic deterioration in the United States during the
quarter ended February 28, 2009 was a significant contributing factor to
decreased training and consulting sales during the quarter.  However,
our training programs and consulting services continue to be well accepted in
the marketplace.  We believe that our training and consulting
offerings enable our clients to enhance the productivity and leadership of their
employees, develop customer loyalty, and improve the effectiveness of their
sales forces; and we believe that these services are especially relevant to our
clients in the current economic environment.





·
            International–
      International sales decreased $2.8 million compared to the prior
      year.  The decrease in international sales was primarily due to:
      1) a $1.5 million intellectual property contract that was delivered in
      Japan in fiscal 2008 and that did not repeat in fiscal 2009; 2) decreased
      sales at our directly owned offices in Japan and the United Kingdom; 3)
      decreased licensee royalties; and 4) decreased international product sales
      as a majority of these sales transitioned to Franklin Covey Products,
      LLC.  Decreased sales in Japan and the United Kingdom were
      primarily due to the continued weak economic conditions in those
      countries.  The translation of foreign sales to United States
      dollars had a net $0.2 million favorable impact on our consolidated sales
      during the quarter ended February 28,
2009.





Product
Sales–Consolidated product sales, which primarily consist of planners, binders,
totes, software, and handheld electronic planning devices that were primarily
sold through our CSBU channels, declined $37.3 million compared to the prior
year primarily due to the sale of our CSBU during the fourth quarter of fiscal
2008.  Remaining product sales primarily consist of products and
related accessories sold in Japan by our directly owned office in that
country.





Leasing
Sales – Following the sale of the CSBU and its corresponding impact on
consolidated sales, we determined that it was appropriate to separately disclose
leasing sales and cost of sales on our condensed consolidated statements of
operations.  Leasing revenues are primarily derived from various
sub-lease arrangements for office space on our corporate campus located in Salt
Lake City, Utah.  The corresponding cost of sales on these leases
represents certain costs associated with the operation of the leased space and
does not include any lease expense on the underlying corporate campus since we
account for that lease as a financing arrangement.





Gross
Profit





Gross
profit consists of net sales less the cost of services provided or the cost of
products sold.  Our consolidated gross profit decreased to $18.7
million compared to $46.8 million in the corresponding quarter of fiscal
2008.  The decrease in gross profit was primarily attributable
to


18


decreased
product sales resulting from the sale of CSBU.  Our consolidated gross
margin, which is gross profit stated in terms of a percentage of sales, was 62.5
percent of sales compared to 62.3 percent in fiscal 2008.





Our
training and consulting services gross margin was 65.6 percent compared to 68.5
percent in the prior year.  The decrease was primarily attributable to
increased amortization of capitalized curriculum development costs, decreased
licensee royalty revenues during the quarter, which have virtually no
corresponding cost of sales, and increased royalty costs on certain
programs.





Gross
margin on product sales decreased to 42.6 percent compared to 57.4 percent in
the prior year.  The decrease was primarily due to the sale of CSBU,
which eliminated virtually all of our domestic product
sales.  Remaining product sales consist primarily of product sales
made in Japan, on which the gross margin decreased compared to the prior year
primarily due to adjustments to our inventory reserves.





Operating
Expenses





Selling, General
and Administrative–Our selling, general, and administrative (SG&A) expenses decreased
$17.4 million compared to the prior year.  The decrease in SG&A
expenses was primarily due to: 1) the sale of the CSBU, which reduced
consolidated SG&A by approximately $16.5 million compared to the prior year;
2) reduced compensation costs resulting from lower sales and corresponding
reductions to commissions and other variable compensation elements; 3) reduced
share-based compensation costs; and 4) the favorable impact of our restructuring
plan that was announced in August 2008.  Following the sale of our
CSBU in the fourth quarter of fiscal 2008, we initiated a restructuring plan
that reduced the number of our domestic regional sales offices, decentralized
certain sales support functions, and significantly changed the operations of our
Canadian subsidiary.  The restructuring plan is intended to strengthen
the remaining domestic sales offices and reduce our overall operating
costs.  We believe that this restructuring effort will further reduce
SG&A expenses in future periods.  During these tough economic
times, we have initiated numerous cost savings efforts designed to reduce our
overall operating costs and improve profitability.  While we expect
these efforts to have a significant impact on our cost structure, the outcome of
these efforts may not reduce our costs as quickly or as effectively as
originally planned.





Depreciation–Depreciation expense
decreased $0.6 million compared to the prior year.  The decrease was
primarily due to the sale of the CSBU and an impairment charge totaling $0.3
million for software that did not function as anticipated and was written off
during the quarter ended March 1, 2008.  We did not have any property
and equipment impairment charges during the quarter ended February 28,
2009.  Based upon expected fixed asset activity in fiscal 2009, we
expect depreciation expense to total approximately $4 million for the fiscal
year ended August 31, 2009.





Amortization –Amortization expense from definite-lived intangible assets for the
quarter ended February 28, 2009 remained consistent with the prior year at $0.9
million.  We expect intangible asset amortization expense to remain
consistent with prior year amounts throughout fiscal 2009 and believe that
amortization expense will total $3.7 million for the current fiscal
year.





Income
Taxes





Our
income tax benefit for the quarter ended February 28, 2009 was $3.3 million
compared to a $2.9 million provision for the same quarter of the prior
year.  The income tax benefit was primarily due to a pre-tax loss
recognized for the quarter ended February 28, 2009.  Our effective tax
benefit rate for the quarter of approximately 84 percent was higher than
statutory combined rates primarily due to foreign withholding taxes for which we
cannot utilize a foreign tax credit, the accrual of taxable interest income on
the management stock loan program, and actual and deemed dividends from foreign
subsidiaries for which we also cannot utilize foreign tax credits.








19


Two Quarters Ended February
28, 2009 Compared to the Two Quarters Ended March 1, 2008





Sales





Training and
Consulting Services–Our consolidated training and consulting service sales decreased $12.0
million compared to the prior year.  Training and consulting service
sales performance during the first two quarters of fiscal 2009 was primarily
influenced by the following performance in our domestic and international
divisions:





·
            Domestic–Our domestic training sales declined $8.3 million compared to the
      two quarters ended March 1, 2008.  The decrease in domestic
      sales was primarily due to: 1) a decrease in facilitator sales (training
      conducted by clients using their certified trainers); 2) reduced public
      seminar sales resulting from a reduction in the number of events that were
      scheduled during the quarter; 3) a decrease in the number of on-site
      events during the quarter resulting from a decrease in the number of days
      booked compared to the prior year; and 4) decreased sales force
      performance training revenues.  These decreases were partially
      offset by increased sales of our Customer Loyalty.  We believe
      that our domestic training and consulting revenues were adversely affected
      by the deteriorating economic conditions in the United States during the
      first two quarters of fiscal 2009.





·
            International–
      International sales decreased $2.9 million compared to the same period of
      fiscal 2008.  The decrease in international sales was primarily
      due to: 1) a $1.5 million intellectual property contract that was
      delivered in Japan in the second quarter of fiscal 2008 and that did not
      repeat in fiscal 2009; 2) decreased sales at our directly owned offices in
      Japan, the United Kingdom, and Australia; and 3) decreased licensee
      royalties.  We believe that decreased sales at our wholly owned
      offices and licensees were primarily due to continued weak economic
      conditions in those countries.   The translation of foreign
      sales to United States dollars had a $0.1 million favorable impact on our
      consolidated sales during the two quarters ended February 28,
      2009.





Product
Sales–Consolidated product sales, which were primarily sold through our CSBU
channels, declined $72.4 million compared to the prior year primarily due to the
sale of our CSBU during the fourth quarter of fiscal 2008.  Remaining
product sales primarily consist of products and related accessories sold in
Japan by our directly owned office in that country.





Leasing
Sales – Leasing sales increased $0.7 million primarily due to the
addition of new leasing contracts that are generated from various arrangements
to lease office space at our Salt Lake City, Utah headquarters
campus.





Gross
Profit





Our
consolidated gross profit decreased to $40.4 million compared to $92.8 million
for the first two quarters of fiscal 2008.  The decrease in gross
profit was primarily attributable to decreased product sales resulting from the
sale of CSBU.  Our consolidated gross margin, which is gross profit
stated in terms of a percentage of sales, was 62.1 percent of sales compared to
62.4 percent in fiscal 2008.





Our
training and consulting services gross margin was 64.6 percent compared to 68.6
percent in fiscal 2008.  The decrease was primarily attributable to
increased amortization of capitalized curriculum development costs, increased
royalty costs on certain programs sold, and decreased licensee royalty revenues,
which have virtually no corresponding cost of sales.





Gross
margin on product sales decreased to 45.8 percent compared to 57.5 percent in
the prior year.  The decrease was primarily due to the sale of CSBU,
which eliminated virtually all of our domestic product
sales.  Remaining product sales consist primarily of product sales
made in Japan,


20


on which
the gross margin decreased compared to the same period of the prior year
primarily due to adjustment to the inventory reserves in Japan.





Operating
Expenses





Selling, General
and Administrative–Our SG&A expenses decreased $35.6 million compared to the prior
year.  The decrease in SG&A expenses was primarily due to: 1) the
sale of the CSBU, which reduced consolidated SG&A by approximately $33.4
million compared to the prior year; 2) reduced compensation costs resulting from
lower sales and corresponding reductions to commissions and other variable
compensation elements; 3) reduced advertising costs primarily related to a
decrease in the number of public programs held; 4) decreased travel and
conference costs primarily due to the cancellation of our annual sales and
delivery conference; and 4) the favorable impact of our restructuring plan that
was announced in August 2008.  Following the sale of our CSBU in the
fourth quarter of fiscal 2008, we initiated a restructuring plan that reduced
the number of our domestic regional sales offices, decentralized certain sales
support functions, and significantly changed the operations of our Canadian
subsidiary.  We believe that this restructuring effort will reduce
SG&A expenses in future periods.  During the current economic
conditions, we have initiated numerous other cost savings efforts designed to
reduce our overall operating costs and improve profitability.  While
we expect these efforts to have a significant impact on our cost structure, the
outcome of these efforts may not reduce our costs as quickly or as effectively
as planned.





Depreciation–Depreciation expense
decreased by $1.1 million compared to the prior year.  The decrease
was primarily due to the sale of the CSBU and an impairment charge totaling $0.3
million for software that did not function as anticipated and was written off
during the quarter ended March 1, 2008.  We did not have any property
and equipment impairment charges during the two quarters ended February 28,
2009.





Income
Taxes





Our
income tax benefit for the two quarters ended February 28, 2009 was $4.2 million
compared to a $5.0 million provision for the two quarters ended March 1,
2008.  The income tax benefit was primarily due to a pre-tax loss
recognized for the first two quarters of fiscal 2009.  Our effective
tax benefit rate for the two quarters of approximately 78 percent was higher
than statutory combined rates primarily due to foreign withholding taxes for
which we cannot utilize a foreign tax credit, the accrual of taxable interest
income on the management stock loan program, and actual and deemed dividends
from foreign subsidiaries for which we also cannot utilize foreign tax
credits.








LIQUIDITY
AND CAPITAL RESOURCES





At
February 28, 2009 we had $4.0 million of cash and cash equivalents compared to
$15.9 million at August 31, 2008 and our net working capital (current assets
less current liabilities) totaled $4.8 million at February 28, 2009 compared to
$5.3 million at August 31, 2008.  During the first quarter of fiscal
2009, we used substantially all of the net cash proceeds from the sale of CSBU
to purchase approximately 3.0 million shares of our common stock in a modified
“Dutch Auction” tender offer.  The tender offer closed, fully
subscribed, prior to August 31, 2008 and we recorded a $28.2 million liability
for the shares on our consolidated balance sheet with a corresponding increase
to treasury stock in shareholders’ equity.  We paid the tender offer
obligation during the quarter ended November 29, 2008, which has reduced our
available cash.





Our
primary sources of liquidity are cash flows from the sale of services in the
normal course of business and proceeds from our $25.0 million revolving line of
credit.  In connection with the sale of the CSBU assets during the
fourth quarter of fiscal 2008, our line of credit agreements with our previous
lenders were modified (the Modified Credit Agreement).  The Modified
Credit Agreement


21


removed
one lender from the credit facility, but continues to provide a total of $25.0
million of borrowing capacity until June 30, 2009, when the borrowing capacity
will be reduced to $15.0 million.  In addition, the interest rate on
the credit facility increased from LIBOR plus 1.10 percent to LIBOR plus 1.50
percent (2.0 percent at February 28, 2009), which was effective on the date of
the modification agreement.  The line of credit obligation was
classified as a component of current liabilities primarily due to our intention
to repay amounts outstanding before the agreement expires.  The
Modified Credit Agreement expires on March 14, 2010 (no change) and we may draw
on the credit facilities, repay, and draw again, on a revolving basis, up to the
maximum loan amount available so long as no event of default has occurred and is
continuing.  We may use the line of credit facility for general
corporate purposes as well as for other transactions, unless prohibited by the
terms of the Modified Credit Agreement.  The working capital line of
credit also contains customary representations and guarantees as well as
provisions for repayment and liens.





In
addition to customary non-financial terms and conditions, our line of credit
requires us to be in compliance with specified financial covenants, including:
(i) a funded debt to earnings ratio; (ii) a fixed charge coverage ratio; (iii) a
limitation on annual capital expenditures; and (iv) a defined amount of minimum
net worth.  In the event of noncompliance with these financial
covenants and other defined events of default, the lenders are entitled to
certain remedies, including acceleration of the repayment of amounts outstanding
on the line of credit.  During the quarter ended February 28, 2009, we
believe that we were in compliance with the terms and financial covenants of our
credit facilities.  At February 28, 2009, we had $17.7 million
outstanding on the line of credit.





In
addition to our $25.0 million line of credit, we have a long-term variable rate
mortgage on our Canadian building, which was classified as held for sale at
February 28, 2009, and a long-term lease on our corporate campus that is
accounted for as a long-term financing obligation.





The
following discussion is a description of the primary factors affecting our cash
flows and their effects upon our liquidity and capital resources during the two
quarters ended February 28, 2009.





Cash
Flows From Operating Activities





Our cash
provided by operating activities totaled $2.8 million for the two quarters ended
February 28, 2009 compared to $14.5 million during the same period of the prior
year.  The decrease was primarily due to the sale of CSBU and the
corresponding decrease in product sales.  Our primary source of cash
from operating activities was the sale of goods and services to our customers in
the normal course of business.  The primary uses of cash for operating
activities were payments to suppliers for materials used in products sold,
payments for direct costs necessary to conduct training programs, and payments
for selling, general, and administrative expenses.  Cash provided by
or used for changes in working capital during the two quarters ended February
28, 2009 was primarily related to: 1) decreased accounts receivable resulting
from improved collections of outstanding receivable balances; 2) the decreased
receivable balance resulting from collections of amounts owing from an equity
method investee; and 3) payments to reduce accounts payable and accrued
liabilities from seasonally high balances at August 31.  We believe
that our continued efforts to optimize working capital balances, combined with
existing and planned sales growth programs and cost-reduction initiatives, will
improve our cash flows from operating activities in future
periods.  However, the success of these efforts, and their eventual
contribution to our cash flows, is dependent upon numerous factors, many of
which are not within our control.





Cash
Flows From Investing Activities and Capital Expenditures





Net cash
used for investing activities totaled $3.8 million for the two quarters ended
February 28, 2009.  Our primary uses of cash for investing activities
were the purchase of property and equipment, additional spending on curriculum
development, and the purchase of CoveyLink Worldwide, LLC
(CoveyLink).  Our purchases of property and equipment, which totaled
$1.9 million, consisted primarily of computer software, computer hardware, and
leasehold improvements.  During the first two quarters of fiscal 2009,
we spent $1.1 million for further


22


investment
in the development of various programs and curriculum.  During the
quarter ended February 28, 2009, we acquired the assets of CoveyLink, which
conducts seminars and training courses and provides consulting based upon the
book, The Speed of
Trust by Stephen M.R. Covey.  Net cash used to acquire
CoveyLink totaled $0.9 million as of February 28, 2009.  Partially
offsetting these uses of cash was the receipt of $0.1 million on notes
receivable from the sales of our subsidiary in Brazil, which was completed at
August 31, 2007 through the use of notes receivable financing.





Cash
Flows From Financing Activities





Net cash
used for financing activities during the two quarters ended February 28, 2009
totaled $10.7 million, which consisted primarily of the payment of our $28.3
million tender offer obligation (described above) and $0.3 million of debt
principal payments that were partially offset by $17.7 million of net proceeds
from our line of credit facility.





Sources
of Liquidity





Going
forward, we will continue to incur costs necessary for the operation and
potential growth of the business.  We anticipate using cash on hand,
cash provided by the sale of services and products to our clients on the
condition that we can continue to generate positive cash flows from operating
activities, and other financing alternatives, if necessary, for these
expenditures.  We anticipate that our existing capital resources
should be adequate to enable us to maintain our operations for at least the
upcoming twelve months.  However, our ability to maintain adequate
capital for our operations in the future is dependent upon a number of factors,
including sales trends, our ability to contain costs, levels of capital
expenditures, collection of accounts receivable, and other
factors.  Some of the factors that influence our operations are not
within our control, such as economic conditions and the introduction of new
programs or products by our competitors.  We will continue to monitor
our liquidity position and may pursue additional financing alternatives, if
required, to maintain sufficient resources for future growth and capital
requirements.  However, there can be no assurance such financing
alternatives will be available to us on acceptable terms, or at
all.





Contractual
Obligations





The
Company has not structured any special purpose or variable interest entities or
participated in any commodity trading activities that would expose us to
potential undisclosed liabilities or create adverse consequences to our
liquidity.  Required contractual payments primarily consist of: 1)
lease payments resulting from the sale of our corporate campus (financing
obligation); 2) payments to EDS for outsourcing services related to information
systems, warehousing, and distribution services; 3) minimum rent payments for
office and warehouse space; 4) mortgage payments on certain buildings and
property; and 5) short-term purchase obligations for inventory items and other
products and services used in the ordinary course of business.  Except
for the payment of our tender obligation, which occurred in the quarter ended
November 29, 2008, there have been no significant changes to our expected
required contractual obligations from those disclosed at August 31,
2008.





Our
contractual obligations as disclosed in our Form 10-K for the year ended August
31, 2008 exclude unrecognized tax benefits under FIN 48 of $4.2 million for
which we cannot make a reasonably reliable estimate of the period of
payment.





Other Items





The
Company is the creditor for a loan program that provided the capital to allow
certain management personnel the opportunity to purchase shares of our common
stock.  For further information regarding our management common stock
loan program, refer to Note 11 to our consolidated financial statements on Form
10-K for the fiscal year ended August 31, 2008.  The


23


inability
of the Company to collect all, or a portion, of these receivables could have an
adverse impact upon our financial position and future cash flows compared to
full collection of the loans.








USE
OF ESTIMATES AND CRITICAL ACCOUNTING POLICIES





Our
consolidated financial statements were prepared in accordance with accounting
principles generally accepted in the United States of America.  The
significant accounting polices used to prepare our consolidated financial
statements are outlined in Note 1 of the consolidated financial statements
presented in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal
year ended August 31, 2008.  Some of those accounting policies require
us to make estimates and assumptions that affect the amounts reported in our
consolidated financial statements.  Management regularly evaluates its
estimates and assumptions and bases those estimates and assumptions on
historical experience, factors that are believed to be reasonable under the
circumstances, and requirements under accounting principles generally accepted
in the United States of America.  Actual results may differ from these
estimates under different assumptions or conditions, including changes in
economic conditions and other circumstances that are not within our control, but
which may have an impact on these estimates and our actual financial
results.





The
following items require significant judgment and often involve complex
estimates:





Revenue
Recognition





We derive
revenues primarily from the following sources:





·
            Training and Consulting
      Services – We provide training and consulting services to both
      organizations and individuals in leadership, productivity, strategic
      execution, goal alignment, sales force performance, and communication
      effectiveness skills.  These training programs and services are
      primarily sold through our OSBU
channels.





·
            Products – We sold
      planners, binders, planner accessories, handheld electronic devices, and
      other related products that were primarily delivered through our CSBU
      channels prior to the fourth quarter of fiscal 2008.  We
      continue to sell these products in certain international
      locations.





We
recognize revenue in accordance with SAB No. 101, Revenue Recognition in Financial
Statements, as amended by SAB No. 104, Revenue
Recognition.  Accordingly, we recognize revenue when: 1)
persuasive evidence of an agreement exists, 2) delivery of product has occurred
or services have been rendered, 3) the price to the customer is fixed or
determinable, and 4) collectibility is reasonably assured.  For
training and service sales, these conditions are generally met upon presentation
of the training seminar or delivery of the consulting services.  For
product sales, these conditions are generally met upon shipment of the product
to the customer or by completion of the sales transaction in a retail
store.





Some of
our training and consulting contracts contain multiple deliverable elements that
include training along with other products and services.  For
transactions that contain more than one element, we recognize revenue in
accordance with EITF Issue No. 00-21, Accounting for Revenue Arrangements
with Multiple Deliverables.When fair value exists for all
contracted elements, the overall contract consideration is allocated among the
separate units of accounting based upon their relative fair
values.  Revenue for these units is recognized in accordance with our
general revenue policies once it has been determined that the delivered items
have standalone value to the customer.  If fair value does not exist
for all contracted elements, revenue for the delivered items is recognized using
the residual method, which generally means that revenue recognition is postponed
until the point is reached when the delivered items have standalone value and
fair value exists for the undelivered items.  Under the residual
method, the amount of revenue considered for recognition under our general
revenue policies is the total contract amount, less the aggregate fair value of
the undelivered items.  Fair value of the undelivered items is based
upon the normal pricing practices


24


for our
existing training programs, consulting services, and other products, which are
generally the prices of the items when sold separately.





Our
international strategy includes the use of licensees in countries where we do
not have a wholly-owned operation.  Licensee companies are unrelated
entities that have been granted a license to translate our content and
curriculum, adapt the content and curriculum to the local culture, and sell our
training seminars and products in a specific country or region.  Each
licensee is required to pay us royalties based upon a percentage of the
licensee’s sales.  We recognize royalty income each period based upon
the sales information reported to the Company from the
licensee.  Royalty revenue is reported as a component of training and
consulting service sales in our consolidated statements of
operations.





Revenue
is recognized on software sales in accordance with SOP 97-2, Software Revenue Recognition
as amended by SOP 98-09.  Statement 97-2, as amended, generally
requires revenue earned on software arrangements involving multiple elements
such as software products and support to be allocated to each element based on
the relative fair value of the elements based on vendor specific objective
evidence (VSOE).  The majority of our software sales have multiple
elements, including a license and post contract customer support
(PCS).  Currently we do not have VSOE for either the license or
support elements of our software sales.  Accordingly, revenue is
deferred until the only undelivered element is PCS and the total arrangement fee
is recognized over the support period.





Revenue
is recognized as the net amount to be received after deducting estimated amounts
for discounts and product returns.





Share-Based
Compensation





We have a
performance based long-term incentive plan (the LTIP) that provides for annual
grants of share-based performance awards to certain managerial personnel and
executive management as directed by the Compensation Committee of the Board of
Directors (the Compensation Committee).  The LTIP performance awards
cliff vest at the completion of a three-year performance period that begins on
September 1 in the fiscal year of the grant.  The number of common
shares that are finally awarded to LTIP participants is variable and is based
entirely upon the achievement of specified financial performance objectives
during the three-year performance period.  Due to the variable number
of common shares that may be issued under the LTIP, we reevaluate our LTIP
grants on a quarterly basis and adjust the number of shares expected to be
awarded based upon actual and estimated financial results of the Company
compared to the performance goals set for the award.  Adjustments to
the number of shares awarded, and to the corresponding compensation expense, are
made on a cumulative basis at the adjustment date based upon the estimated
probable number of common shares to be awarded.





The
analysis of our LTIP plans contains uncertainties because we are required to
make assumptions and judgments about the eventual number of shares that will
vest in each LTIP grant.  The assumptions and judgments that are
essential to the analysis include forecasted sales and operating income levels
during the LTIP service periods.  The evaluation of LTIP performance
awards and the corresponding use of estimated amounts produced additional
volatility in our consolidated financial statements as we recorded cumulative
adjustments to the estimated number of common shares to be awarded under the
LTIP grants as described above.





During
the quarter ended November 29, 2008, the Compensation Committee approved LTIP
awards for 205,700 shares of common stock (the target award) to be awarded if we
achieve the specified financial results of grant, which are primarily based on
cumulative operating income growth over the performance period ending August 31,
2011.  The fair value of our common stock was $4.60 per share on the
grant date of the fiscal 2009 LTIP award.  However, due to ongoing
organizational changes following the sale of the CSBU, the Company’s structure
evolved to the extent that the fiscal 2009 LTIP award criteria were no longer
consistent with our organization and performance goals and in some cases the
approved measurement criteria were no longer measurable.  As a result
of these changes, combined with financial performance during the first
two


25


quarters
of the measurement period, the Company determined that no shares would be
awarded to participants under the terms of the fiscal 2009 LTIP
award.  Accordingly, no compensation expense was recognized for the
fiscal 2009 LTIP award during the two quarters ended February 28,
2009.





Subsequent
to February 28, 2009, the Compensation Committee formally terminated the fiscal
2009 and fiscal 2007 LTIP awards because no shares were expected to be awarded
to participants under the terms of these awards.  The Company does not
currently anticipate another LTIP award to be granted during fiscal
2009.





We
estimate the value of our stock option awards on the date of grant using the
Black-Scholes option pricing model.  However, we did not grant any
stock options during the two quarters ended February 28, 2009 or during the
fiscal year ended August 31, 2008, and we did not have any remaining
unrecognized compensation expense attributable to unvested stock options at
February 28, 2009.





Accounts
Receivable Valuation





Trade
accounts receivable are recorded at the invoiced amount and do not bear
interest.  The allowance for doubtful accounts represents our best
estimate of the amount of probable credit losses in the existing accounts
receivable balance.  We determine the allowance for doubtful accounts
based upon historical write-off experience and current economic conditions and
we review the adequacy of our allowance for doubtful accounts on a regular
basis.  Receivable balances over 90 days past due, which exceed a
specified dollar amount, are reviewed individually for
collectibility.  Account balances are charged off against the
allowance after all means of collection have been exhausted and the probability
for recovery is considered remote.  We do not have any off-balance
sheet credit exposure related to our customers.





Our
allowance for doubtful accounts calculations contain uncertainties because the
calculations require us to make assumptions and judgments regarding the
collectibility of customer accounts, which may be influenced by a number of
factors that are not within our control, such as the financial health of each
customer.  We regularly review the collectibility assumptions of our
allowance for doubtful accounts calculation and compare them against historical
collections.  Adjustments to the assumptions may either increase or
decrease our total allowance for doubtful accounts.  For example, a 10
percent increase to our allowance for doubtful accounts at February 28, 2009
would increase our reported loss from operations by approximately $0.1
million.





Inventory
Valuation





Following
the sale of CSBU, our inventories are comprised primarily of training materials
and related accessories.  Inventories are stated at the lower of cost
or market with cost determined using the first-in, first-out
method.  Inventories are reduced to their fair market value through
the use of inventory loss reserves, which are recorded during the normal course
of business.





Our
inventory loss reserve calculations contain uncertainties because the
calculations require us to make assumptions and judgments regarding a number of
factors, including future inventory demand requirements and pricing
strategies.  During the evaluation process we consider historical
sales patterns and current sales trends, but these may not be indicative of
future inventory losses.  While we have not made material changes to
our inventory reserves methodology during the past three years, our inventory
requirements may change based on projected customer demand, technological and
product life cycle changes, longer or shorter than expected usage periods, and
other factors that could affect the valuation of our inventories.  If
our estimates regarding consumer demand and other factors are inaccurate, we may
be exposed to losses that may have a materially adverse impact upon our
financial position and results of operations.  For example, a 10
percent increase to our inventory reserves would increase our reported loss from
operations by $0.2 million.


26


Indefinite-Lived
Intangible Assets





Intangible
assets that are deemed to have an indefinite life are not amortized, but rather
are tested for impairment on an annual basis, or more often if events or
circumstances indicate that a potential impairment exists.  The Covey
trade name intangible asset has been deemed to have an indefinite
life.  This intangible asset is assigned to our domestic division and
is tested for impairment using the present value of estimated royalties on trade
name related revenues, which consist primarily of training seminars,
international licensee royalties, and related products.  If the
carrying value of the Covey trade name exceeds the fair value of its discounted
estimated royalties on trade name related revenues, an impairment loss is
recognized for the difference.





Our
impairment evaluation calculation for the Covey trade name contains
uncertainties because it requires us to make assumptions and apply judgment in
order to estimate future cash flows, to estimate an appropriate royalty rate,
and to select a discount rate that reflects the inherent risk of future cash
flows.  Our valuation methodology for the Covey trade name has
remained materially unchanged during the past three years.  However,
if forecasts and assumptions used to support the carrying value of our
indefinite-lived intangible asset change in future periods, significant
impairment charges could result that would have an adverse effect upon our
results of operations and financial condition.  The valuation
methodology is also dependent upon on our share price and corresponding market
capitalization, which may differ from estimated royalties used in our annual
impairment testing.  Based upon the fiscal 2008 evaluation of the
Covey trade name, our trade-name related revenues and licensee royalties would
have to suffer significant reductions before we would be required to impair the
Covey trade name.  However, further declines in our share price may
also trigger additional impairment testing and may result in future impairment
charges.





Impairment
of Long-Lived Assets





Long-lived
tangible assets and definite-lived intangible assets are reviewed for possible
impairment whenever events or changes in circumstances indicate that the
carrying amount of such assets may not be recoverable.  We use an
estimate of undiscounted future net cash flows of the assets over their
remaining useful lives in determining whether the carrying value of the assets
is recoverable.  If the carrying values of the assets exceed the
anticipated future cash flows of the assets, we calculate an impairment
loss.  The impairment loss calculation compares the carrying value of
the asset to the asset’s estimated fair value, which may be based upon
discounted cash flows over the estimated remaining useful life of the
asset.  If we recognize an impairment loss, the adjusted carrying
amount of the asset becomes its new cost basis, which is then depreciated or
amortized over the remaining useful life of the asset.  Impairment of
long-lived assets is assessed at the lowest levels for which there are
identifiable cash flows that are independent from other groups of
assets.





Our
impairment evaluation calculations contain uncertainties because they require us
to make assumptions and apply judgment in order to estimate future cash flows,
forecast the useful lives of the assets, and select a discount rate that
reflects the risk inherent in future cash flows.  Although we have not
made any material changes to our long-lived assets impairment assessment
methodology during the past three years, if forecasts and assumptions used to
support the carrying value of our long-lived tangible and definite-lived
intangible assets change in the future, significant impairment charges could
result that would adversely affect our results of operations and financial
condition.





Income
Taxes





We
regularly evaluate our United States federal and various state and foreign
jurisdiction income tax exposures.  We account for certain aspects of
our income tax provision using the provisions of FIN 48, which addresses the
determination of whether tax benefits claimed or expected to be claimed on a tax
return should be recorded in the financial statements.  Under the
provisions of FIN 48, we may recognize the tax benefit from an uncertain tax
position only if it is more likely than not that the tax position will be
sustained upon examination by the taxing authorities, based on
the


27


technical
merits of the position.  The tax benefits recognized in the financial
statements from such a position are measured based on the largest benefit that
has a greater than 50 percent likelihood of being realized upon final
settlement.  The provisions of FIN 48 also provide guidance on
de-recognition, classification, interest, and penalties on income taxes,
accounting for income taxes in interim periods, and require increased disclosure
of various income tax items.  Taxes and penalties are components of
our overall income tax provision.





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.  In many instances,
sufficient positive evidence may not be available until the expiration of the
statute of limitations for audits by taxing jurisdictions, at which time the
entire benefit will be recognized as a discrete item in the applicable
period.





Our
unrecognized tax benefits result from uncertain tax positions about which we are
required to make assumptions and apply judgment to estimate the exposures
associated with our various tax filing positions.  The calculation of
our income tax provision or benefit, as applicable, requires estimates of future
taxable income or losses.  During the course of the fiscal year, these
estimates are compared to actual financial results and adjustments may be made
to our tax provision or benefit to reflect these revised
estimates.  Our effective income tax rate is also affected by changes
in tax law and the results of tax audits by various
jurisdictions.  Although we believe that our judgments and estimates
discussed herein are reasonable, actual results could differ, and we could be
exposed to losses or gains that could be material.








ACCOUNTING
PRONOUNCEMENTS ISSUED NOT YET ADOPTED





Business
Combinations – In December 2007, the Financial Accounting Standards Board
(FASB) issued SFAS No. 141 (revised 2007), Business Combinations (SFAS
No. 141R) and SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  These standards aim to
improve, simplify, and converge internationally the accounting for business
combinations and the reporting of noncontrolling interests in consolidated
financial statements.  The provisions of SFAS No. 141R and SFAS No.
160 are effective for our fiscal year beginning September 1, 2009.  We
do not currently anticipate that these statements will have a material impact
upon our financial condition or results of operations.





Derivatives
Disclosures– In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities.  Statement No. 161 is
intended to improve financial reporting about derivative instruments and hedging
activities by requiring enhanced disclosures to enable investors to better
understand their effects on an entity's financial position, financial
performance, and cash flows.  The provisions of SFAS No. 161 are
effective for our third quarter of fiscal 2009.  The Company is
currently evaluating the impact of the provisions of SFAS No. 161, but due to
our limited use of derivative instruments we do not currently anticipate that
the provisions of SFAS No. 161 will have a material impact on our financial
statements.





Useful Life of
Intangible Assets –In April 2008, the FASB issued FASB Staff Position
FAS 142-3, Determination of
Useful Life of Intangible Assets (FSP 142-3).  This
pronouncement amends the factors that should be considered in developing the
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible
Assets.  Staff Position 142-3 requires expanded disclosure
regarding the determination of intangible asset useful lives and is effective
for fiscal years beginning after December 15, 2008.  Earlier adoption
is not permitted.  We are currently evaluating the potential impact
that the adoption of FSP 142-3 will have on our consolidated financial
statements.


28


SAFE
HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995





Certain
written and oral statements made by the Company in this report are
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of
1934 as amended (the Exchange Act).  Forward-looking statements
include, without limitation, any statement that may predict, forecast, indicate,
or imply future results, performance, or achievements, and may contain words
such as “believe,” “anticipate,” “expect,” “estimate,” “project,” or words or
phrases of similar meaning.  In our reports and filings we may make
forward looking statements regarding future training and consulting sales
activity, our collection of outstanding accounts, the sale of certain of our
property, the granting of equity awards, expected acceptance of our offerings in
the marketplace, anticipated expenses, projected cost reduction and strategic
initiatives, our expectations about the effect of the sale of the CSBU on our
business, our expectations about our restructuring plan, expected levels of
depreciation expense, expectations regarding tangible and intangible asset
valuation expenses, the seasonality of future sales, the seasonal fluctuations
in cash used for and provided by operating activities, expected improvements in
cash flows from operating activities, the adequacy of our existing capital
resources, future compliance with the terms and conditions of our line of
credit, the ability to borrow on our line of credit, expected repayment of our
line of credit in future periods, estimated capital expenditures, the adequacy
of our existing capital resources, and cash flow estimates used to determine the
fair value of long-lived assets.  These, and other forward-looking
statements, are subject to certain risks and uncertainties that may cause actual
results to differ materially from the forward-looking
statements.  These risks and uncertainties are disclosed from time to
time in reports filed by us with the SEC, including reports on Forms 8-K, 10-Q,
and 10-K.  Such risks and uncertainties include, but are not limited
to, the matters discussed in Item 1A of the report on Form 10-K for the fiscal
year ended August 31, 2008, entitled “Risk Factors.”  In addition,
such risks and uncertainties may include unanticipated developments in any one
or more of the following areas:  unanticipated costs or capital
expenditures; cost and availability of financing sources; difficulties
encountered by EDS in operating and maintaining our information systems and
controls, including without limitation, the systems related to demand and supply
planning, inventory control, and order fulfillment; delays or unanticipated
outcomes relating to our strategic plans; dependence on existing products or
services; the rate and consumer acceptance of new product introductions;
competition; 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; further
deterioration of domestic or international economic conditions; and other
factors which may adversely affect our business.





The risks
included here are not exhaustive.  Other sections of this report may
include additional factors that could adversely affect our business and
financial performance.  Moreover, we operate in a very competitive and
rapidly changing environment.  New risk factors may emerge and it is
not possible for our management to predict all such risk factors, nor can we
assess the impact of all such risk factors on our business or the extent to
which any single factor, or combination of factors, may cause actual results to
differ materially from those contained in forward-looking
statements.  Given these risks and uncertainties, investors should not
rely on forward-looking statements as a prediction of actual
results.





The
market price of our common stock has been and may remain volatile.  In
addition, the stock markets in general have experienced increased
volatility.  Factors such as quarter-to-quarter variations in revenues
and earnings or losses and our failure to meet expectations could have a
significant impact on the market price of our common stock.  In
addition, the price of our common stock can change for reasons unrelated to our
performance.  Due to our low market capitalization, the price of our
common stock may also be affected by conditions such as a lack of analyst
coverage and fewer potential investors.





Forward-looking
statements are based on management’s expectations as of the date made, and the
Company does not undertake any responsibility to update any of these statements
in the future except as required by law.  Actual future performance
and results will differ and may differ


29


materially
from that contained in or suggested by forward-looking statements as a result of
the factors set forth in this Management’s Discussion and Analysis of Financial
Condition and Results of Operations and elsewhere in our filings with the
SEC.








ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Market
Risk of Financial Instruments





The
Company is exposed to financial instrument market risk primarily through
fluctuations in foreign currency exchange rates and interest
rates.  To manage risks associated with foreign currency exchange and
interest rates, we make limited use of derivative financial
instruments.  Derivatives are financial instruments that derive their
value from one or more underlying financial instruments.  As a matter
of policy, our derivative instruments are entered into for periods consistent
with the related underlying exposures and do not constitute positions that are
independent of those exposures.  In addition, we do not enter into
derivative contracts for trading or speculative purposes, nor are we party to
any leveraged derivative instrument.  The notional amounts of
derivatives do not represent actual amounts exchanged by the parties to the
instrument, and, thus, are not a measure of exposure to us through our use of
derivatives.  Additionally, we enter into derivative agreements only
with highly rated counterparties and we do not expect to incur any losses
resulting from non-performance by other parties.





Foreign
Currency Sensitivity





Due to
the global nature of our operations, we are subject to risks associated with
transactions that are denominated in currencies other than the United States
dollar, as well as the effects of translating amounts denominated in foreign
currencies to United States dollars as a normal part of the reporting
process.  The objective of our foreign currency risk management
activities is to reduce foreign currency risk in the consolidated financial
statements.  In order to manage foreign currency risks, we make
limited use of foreign currency forward contracts and other foreign currency
related derivative instruments.  Although we cannot eliminate all
aspects of our foreign currency risk, we believe that our strategy, which
includes the use of derivative instruments, can reduce the impacts of foreign
currency related issues on our consolidated financial statements.  The
following is a description of our use of foreign currency derivative
instruments.





During
the quarter and two quarters ended February 28, 2009 we utilized foreign
currency forward contracts to manage the volatility of certain intercompany
financing transactions and other transactions that are denominated in foreign
currencies.  Because these contracts do not meet specific hedge
accounting requirements, gains and losses on these contracts, which expire on a
quarterly basis, are recognized currently and are used to offset a portion of
the gains or losses of the related accounts.  The gains and losses on
these contracts were recorded as a component of SG&A expense in our
consolidated statements of operations and had the following net impact on the
periods indicated (in thousands):





Quarter
      Ended
                  
                  
                  Two
      Quarters EndedFebruary
      28,
                    2009
                  
                  
                  March
      1,
                    2008
                  
                  
                  February
      28,
                    2009
                  
                  
                  March
      1,
                    2008Losses
      on foreign exchange contracts
                  
                  $
                  (61
                  )
                  
                  $
                  (199
                  )
                  
                  $
                  (321
                  )
                  
                  $
                  (328
                  )Gains
      on foreign exchange contracts
                  
                  
                  82
                  
                  
                  
                  -
                  
                  
                  
                  105
                  
                  
                  
                  -Net
      gain (loss) on foreign exchange contracts
                  
                  $
                  21
                  
                  
                  $
                  (199
                  )
                  
                  $
                  (216
                  )
                  
                  $
                  (328
                  )





On or
about February 28, 2009, all of our foreign currency forward contracts were
settled and we did not enter into any additional foreign currency forward
contracts subsequent to February 28, 2009.  During the quarter and two
quarters ended February 28, 2009, we did not utilize any derivative contracts
that qualified for hedge accounting.  However, the Company may utilize
net


30


investment
hedge contracts or other foreign currency derivatives in future periods as a
component of our overall foreign currency risk strategy.





Interest
Rate Sensitivity





The
Company is exposed to fluctuations in U.S. interest rates primarily as a result
of our line of credit borrowings.  At February 28, 2009, our debt
balances consisted primarily of a fixed-rate financing obligation associated
with the sale of our corporate headquarters facility, a variable-rate line of
credit arrangement, and a variable rate long-term mortgage on certain of our
buildings and property.  Our overall interest rate sensitivity will be
influenced primarily by the amounts borrowed on the line of credit and the
prevailing interest rates, which may create additional expense if interest rates
increase in future periods.  Accordingly, at February 28, 2009
borrowing levels, a 1 percent increase on our variable rate debt would increase
our interest expense over the next year by approximately $0.2
million.





During
the quarter and two quarters ended February 28, 2009 we were not party to any
interest rate swap or other interest related derivative instruments that would
increase our interest rate sensitivity.





ITEM
4.  CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in the Company’s Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms and that such
information is accumulated and communicated to our management, including the
Chief Executive Officer and the Chief Financial Officer, as appropriate, to
allow for timely decisions regarding required disclosure.  In
designing and evaluating the disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.





We
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the
Exchange Act, as of the end of the period covered by this
report.  Based on this evaluation, the Chief Executive Officer and the
Chief Financial Officer concluded that, due to the material weaknesses in our
internal controls over financial reporting identified in our Form 10-Q for the
quarter ended November 29, 2008 at our Japan subsidiary, our disclosure controls
and procedures were not effective as of the end of the period covered by this
Quarterly Report on Form 10-Q.  We determined that material weaknesses
existed in our Japan subsidiary that relate to: 1) the lack of controls to
ensure the approval and appropriate accounting treatment of non-standard
shipping terms on product sales and 2) the calculation of inventory reserves
which was not designed in a manner to evaluate obsolescence at the individual
product level.  As a result of these material weaknesses, errors
occurred in our financial reporting (see Note 2 to the condensed consolidated
financial statements).





As of
February 28, 2009 we have designed and implemented controls to require the
approval of non-standard shipping terms on product sales and to require the
approval of the inventory reserve calculation in Japan.  However, we
were not able to test the remediation of the material weaknesses identified in
Japan by the end of our fiscal quarter ended February 28, 2009.





In light
of the material weakness described in our quarterly report on Form 10-Q for the
quarter ended November 29, 2008, we performed additional procedures to ensure
that our condensed consolidated financial statements were prepared in accordance
with generally accepted accounting principles.  Accordingly,
management believes that the condensed consolidated financial statements
included in this report fairly presents, in all material respects, our financial
position, results of operations, and cash flows for the periods
presented.


31


Other
than described above, there were no changes in our internal control over
financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the most
recently completed fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial
reporting.


32


PART
II.  OTHER INFORMATION





Item
1A.          RISK
FACTORS





We
have significant intangible asset balances that may be impaired if cash flows
from related activities decline or our share price continues to
decline.





At
February 28, 2009 we had $71.2 million of intangible assets, which were
primarily generated from the fiscal 1997 merger with the Covey Leadership
Center.  These intangible assets are evaluated for impairment based
upon cash flows (definite-lived intangible assets) and estimated royalties from
revenue streams (indefinite-lived intangible assets).  Although our
current sales and cash flows are sufficient to support the carrying basis of
these intangibles, if our sales and corresponding cash flows decline, we may be
faced with significant asset impairment charges that would have an adverse
impact upon our operating margin and overall results of
operations.  In addition, our stock price is considered to be an
indicator of the reliability or risks associated with future cash flows and we
may incur impairment charges on these intangible assets in future periods based
upon our market capitalization.





Our
profitability could decrease if we are unable to control our costs.





Our
future success and profitability depend in part on our ability to achieve the
appropriate cost structure and improve our efficiency in the highly competitive
services industry in which we compete.  In the current economic
environment, which has had an adverse impact on our sales performance, our
ability to control our costs and reduce our costs in light of decreasing sales
has increased significance.  We regularly monitor our operating costs
and develop initiatives and business models that impact our operations and are
designed to improve our profitability.  Our recent initiatives have
included redemptions of preferred stock, exiting non-core businesses, asset
sales, headcount reductions, and other internal initiatives designed to reduce
our operating costs.  If we do not achieve targeted business model
cost levels and manage our costs and processes to achieve additional
efficiencies, our competitiveness and profitability could decrease.





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.  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


·  Increased
overall market volatility


·  Variations
between our actual financial results and market expectations


·  Changes
in our key balances, such as cash and cash equivalents


·  Currency
exchange rate fluctuations


·  Unexpected
asset impairment charges


·  Lack of
analyst coverage





In
addition, the stock market has recently experienced substantial price and volume
fluctuations that have impacted our stock and other equity issues in the
market.  These factors, as well as general investor concerns regarding
the credibility of corporate financial statements, may have a material adverse
effect upon our stock price in the future.


33


For
further information regarding our Risk Factors, please refer to Item 1A in the
Company’s Annual Report on Form 10-K for the fiscal year ended August 31,
2008.





Item
2.            UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





The
Company acquired the following shares of its outstanding securities during the
fiscal quarter ended February 28, 2009:





Period
                
                Total
      Number of Shares Purchased
                
                
                Average
      Price Paid Per Share
                
                Total
      Number of Shares Purchased as Part of Publicly Announced Plans or
      Programs
                
                Approximate
      Dollar Value of Shares That May Yet Be Purchased Under the Plans or
      Programs
                  (in
      thousands)Common
      Shares:November
      30, 2008 to January 3, 2009
                
                
                -
                
                
                $
                -
                
                none
                
                $
                2,413January
      4, 2009 to January 31, 2009
                
                
                -
                
                
                
                -
                
                none
                
                
                2,413February
      1, 2009 to February 28, 2009
                
                
                -
                
                
                
                -
                
                none
                
                
                2,413
                (1)Total
      Common Shares
                
                
                -
                
                
                $
                -
                
                none





(1)
            In
      January 2006, our Board of Directors approved the purchase of up to $10.0
      million of our outstanding common stock.  All previous
      authorized common stock purchase plans were canceled.  Pursuant
      to the terms of this stock purchase plan, we have acquired 1,009,300
      shares of our common stock for $7.6 million through February 28,
      2009.








Item
4.            SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS





We held
our Annual Meeting of Shareholders on Friday, January 16, 2009.  The
following represents a summary of each matter voted upon and the corresponding
voting results for each item considered by shareholders at the Annual
Meeting.





Further
information regarding each item can be found in the Company’s definitive Proxy
Statement, which was filed with the Securities and Exchange Commission on
December 15, 2008.





1.
            Election of Directors –Three directors were elected for three-year terms that expire at
      the Annual Meeting of Shareholders to be held following the end of fiscal
      2011 or until their successors are elected and qualified.  The
      number of votes for each nominee for director was as
    follows:





Name
                
                Votes
      For
                
                
                Votes
      WithheldStephen
      R. Covey
                
                
                11,853,183
                
                
                
                2,855,190Robert
      H. Daines
                
                
                14,011,751
                
                
                
                696,622Dennis
      G. Heiner
                
                
                14,106,851
                
                
                
                601,522





2.
            Appointment of Independent
      Auditors –The shareholders ratified the appointment of KPMG LLP as
      the Company’s independent auditors for the fiscal year ending August 31,
      2009.  A total of 14,461,843 shares voted in favor of this
      appointment, 246,530 shares voted against, and zero shares abstained from
      voting.


34


Item
6.           
EXHIBITS





(A)
                                Exhibits:10.1
                                Asset
      Purchase Agreement by and Among Covey/Link LLC, CoveyLink Worldwide LLC,
      Franklin Covey Co., and Franklin Covey Client Sales, Inc. dated December
      31, 2008.10.2
                                Amended
      and Restated License of Intellectual Property by and Among Franklin Covey
      Co. and Covey/Link LLC, dated December 31, 2008.31.1
                                Rule
      13a-14(a) Certifications of the Chief Executive Officer31.2
                                Rule
      13a-14(a) Certifications of the Chief Financial Officer32
                                Section
      1350 Certifications




















35





SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.





FRANKLIN
      COVEY CO.Date:
                      April
      9, 2009
                      
                      By:
                      /s/
      Robert A. WhitmanRobert
      A. WhitmanChief
      Executive OfficerDate:
                      April
      9, 2009
                      
                      By:
                      /s/
      Stephen D. YoungStephen
      D. YoungChief
      Financial Officer