Groowe Groowe BETA / Newsroom
⏱ News is delayed by 15 minutes. Sign in for real-time access. Sign in

Form 8-K

sec.gov

8-K — FRANKLIN COVEY CO

Accession: 0001193125-26-292604

Filed: 2026-07-01

Period: 2026-07-01

CIK: 0000886206

SIC: 8741 (SERVICES-MANAGEMENT SERVICES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — fc-20260701.htm (Primary)

EX-99.1 (fc-ex99_1.htm)

GRAPHIC (img133531213_0.jpg)

GRAPHIC (img208941192_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: fc-20260701.htm · Sequence: 1

8-K

false000088620600008862062026-07-012026-07-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 01, 2026

Franklin Covey Co.

(Exact name of Registrant as Specified in Its Charter)

Utah

001-11107

87-0401551

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

13907 South Minuteman Dr., Suite 500

Draper, Utah

84020

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 801 817-1776

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.05 Par Value

FC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On July 1, 2026, Franklin Covey Co. (the Company) announced its financial results for the third quarter of fiscal 2026, which ended on May 31, 2026. A copy of the earnings release is being furnished as Exhibit 99.1 to this current report on Form 8-K.

Certain information in this Report (including the exhibit) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure

On June 17, 2026, the Company announced that it would host a discussion for shareholders and the financial community to review its financial results for the third quarter of fiscal 2026. The discussion is scheduled to be held on Wednesday, July 1, 2026, at 5:00 p.m. Eastern Time (3:00 p.m. Mountain Time).

Interested persons may access a live webcast https://edge.media-server.com/mmc/p/8yjq5b3i or may participate via telephone by registering at https://register-conf.media-server.com/register/BI57ddeb8339fa49c0a62b3ff26faa5415. Once registered, participants will have the option of 1) dialing into the call from their phone (via a personalized PIN); or 2) clicking the “Call Me” option to receive an automated call directly to their phone. For either option, registration will be required to access the call. A replay of the conference call webcast will be archived on the Company’s website for at least 30 days.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Earnings release dated July 1, 2026.

104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the inline XBRL document.

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 hereunto duly authorized.

FRANKLIN COVEY CO.

Date:

July 1, 2026

By:

/s/ Jessica G. Betjemann

Jessica G. Betjemann

Chief Financial Officer

EX-99.1

EX-99.1

Filename: fc-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Press Release

13907 S. Minuteman Drive, Suite 500

Draper, UT 84020

www.franklincovey.com

FRANKLIN COVEY REPORTS THIRD QUARTER FISCAL 2026

FINANCIAL RESULTS

Consolidated Third Quarter Revenue Increases 1% to $67.8 Million

Invoiced Amounts in Enterprise North America Increase 4% to $36.7 Million

Deferred Revenue Increases 7% to $96.0 Million

Net Income for the Third Quarter Increases to $3.1 Million

Adjusted EBITDA Increases 14% to $8.3 Million

Liquidity Remains Strong at Over $74 Million, with $12.0 Million of Cash

and the Company’s $62.5 Million Credit Facility Fully Available

Company Updates Guidance for Fiscal 2026

Salt Lake City, Utah – Franklin Covey Co. (NYSE: FC), a global leadership and organizational performance partner that gives strategy the human edge, announced today its financial results for the third quarter of fiscal 2026, which ended on May 31, 2026.

Third Quarter Fiscal 2026 Financial Overview

The Company’s consolidated revenue for Q3 FY2026 increased to $67.8 million compared with $67.1 million in Q3 FY2025. The Company’s financial results for Q3 FY2026 include the following:

Enterprise Division revenue for Q3 FY2026 increased to $48.1 million compared with $47.3 million in the prior year.

Enterprise Division revenue reflected a $1.0 million increase in North America segment revenue partially offset by a $0.2 million decrease in International segment revenue. The North America segment was favorably affected by higher service revenue, partially offset by lower recognized subscription revenue.

Enterprise North America invoiced amounts grew 4% year-over-year.

Deferred revenue for the Enterprise Division increased 15% year-over-year.

Education Division revenue in Q3 FY2026 increased to $19.0 million compared with $18.6 million in the prior year.

The increase was driven by higher subscription revenue, primarily due to the delivery of more training and coaching days, partially offset by decreased materials revenue during the quarter.

Consolidated subscription and subscription services revenue for Q3 FY2026 was $57.5 million compared with $57.7 million in Q3 FY2025. Subscription and contractually committed services invoiced for Q3 FY2026 totaled $37.0 million, growth of 17%, compared with $31.7 million in Q3 FY2025.

The Company recognized net income for Q3 FY2026 of $3.1 million, or $0.27 per diluted share, compared with a net loss of $(1.4) million, or $(0.11) per share, in Q3 FY2025.

Adjusted EBITDA for Q3 FY2026 increased 14% to $8.3 million compared with $7.3 million in the prior year.

Consolidated deferred revenue at May 31, 2026 increased 7% to $96.0 million compared with $89.3 million at May 31, 2025.

At May 31, 2026, 59% of the Company’s AAP contracts in North America were for at least two years, compared with 58% at May 31, 2025, and the percentage of contracted amounts represented by multi-year contracts was 60% compared with 62% on May 31, 2025.

Unbilled deferred revenue totaled $61.1 million at May 31, 2026, compared with $62.0 million at May 31, 2025.

Cash provided by operating activities for Q3 FY2026 was $1.1 million compared with $6.3 million in the prior year.

Free cash flow for Q3 FY2026 was $(1.0) million compared with $2.8 million in Q3 FY2025.

Cash and cash equivalents totaled $12.0 million compared with $33.7 million as of May 31, 2025.

Paul Walker, President and Chief Executive Officer commented, “We are pleased with the continued strong momentum particularly in Enterprise North America, which achieved 4% growth in invoiced amounts in the third quarter, or 6% year-to-date, and where we achieved 18% growth in our deferred revenue balance year-over-year, and over 25% growth in our year-to-date services booking pace – all of which position us well for meaningful growth in fiscal 2027. This marks our third consecutive quarter of invoiced growth in Enterprise North America, reflecting both the increasing strategic importance of what we do for our clients and the traction from the go-to-market transformation we implemented last year.

While we experienced an unexpected headwind in our Education business due to a last-minute state budget reduction that removed funding for a large state contract, the underlying strength of our business across both Enterprise North America and Education remains solid and we remain confident in our trajectory for meaningful growth in fiscal 2027 and beyond.”

Jessi Betjemann, Chief Financial Officer said, “In the third quarter, we demonstrated strong operational discipline, with Adjusted EBITDA growing 14% to $8.3 million. We are pleased that our consolidated deferred revenue balance increased 7% year-over-year to $96.0 million and that our balance sheet remains strong with over $74 million in total liquidity. We are revising our fiscal 2026 revenue guidance to a range of $260 million to $267 million while maintaining our expectation to achieve Adjusted EBITDA guidance within a narrower range through continued cost discipline.”

Fiscal 2026 Guidance

The Company has revised its revenue guidance to allow for a timing shift in previously invoiced services delivery from this year to next for a large contract in Enterprise North America, a large new school contract with an existing state-wide Education client that experienced gubernatorial budget reductions which we expect to return next year, and the impact of the challenging international environment due to ongoing geo-political tensions. These factors, combined with a disciplined view of the variability risk that could occur as we close the year, have led the Company to revise its revenue guidance.

The Company updates its fiscal 2026 guidance to the following, in constant currency:

Total revenue in the range of $260 million to $267 million, versus prior guidance of $265 million to $275 million.

Adjusted EBITDA in the range of $28 million to $31 million, within prior guidance of $28 million to $33 million.

Despite the revision of the revenue guidance range, the Company has maintained its prior Adjusted EBITDA guidance within a narrower range, reflecting the effectiveness of cost reduction measures implemented throughout the year. The Company believes it is well-positioned to deliver net revenue, Adjusted EBITDA, and Free Cash Flow growth in fiscal 2027 and beyond.

Earnings Conference Call

On Wednesday, July 1, 2026, at 5:00 p.m. Eastern (3:00 p.m. Mountain Time) Franklin Covey will host a conference call to review its third quarter fiscal 2026 financial results. Interested persons may access a live audio webcast at https://edge.media-server.com/mmc/p/8yjq5b3i or may participate via telephone by registering at https://register-conf.media-server.com/register/BI57ddeb8339fa49c0a62b3ff26faa5415. Once registered, participants will have the option of 1) dialing into the call from their phone (via a personalized PIN); or 2) clicking the “Call Me” option to receive an automated call directly to their phone. For either option, registration will be required to access the call. A replay of the conference call webcast will be archived on the Company’s website for at least 30 days.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including those statements related to the Company’s future results and profitability and other goals relating to the growth and operations of the Company. Forward-looking statements are based upon management’s current expectations and are subject to various risks and uncertainties including, but not limited to: general macroeconomic conditions; renewals of subscription contracts; the impact of strategic projects and initiatives on future financial results; growth in and client demand for add-on services; market acceptance of new products or services, including new AAP portal upgrades and content launches; impacts from geopolitical trade tensions and the general business environment; and other factors identified and discussed in the Company’s most recent Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission. Many of these conditions are beyond the Company’s control or influence, any one of which may cause future results to differ materially from the Company’s current expectations, and there can be no assurance that the Company’s actual future performance will meet management’s expectations. These forward-looking statements are based on management’s current expectations, and the Company undertakes no obligation to update or revise these forward-looking statements to reflect events or circumstances subsequent to this press release.

Non-GAAP Financial Information

This earnings release includes the concepts of Adjusted EBITDA and Free Cash Flow which are non-GAAP measures. The Company defines Adjusted EBITDA as net income or loss excluding the impact of interest, income taxes, intangible asset amortization, depreciation, stock-based compensation expense, and certain other infrequently occurring items such as restructuring and building exit costs. Free Cash Flow is defined as GAAP calculated cash flows from operating activities less capitalized expenditures for purchases of property and equipment, curriculum development, and content or license rights. The Company references these non-GAAP financial measures in its decision-making because they provide supplemental information that facilitates consistent internal comparisons to the historical operating performance of prior periods, and the Company believes they provide investors with greater transparency to evaluate operational activities and financial results. Refer to the attached tables for the reconciliation of the non-GAAP financial measure, Adjusted EBITDA, to consolidated net income (loss), a related GAAP financial measure, and for the calculation of Free Cash Flow.

The Company is unable to provide a reconciliation of the above forward-looking estimate of non-GAAP Adjusted EBITDA to GAAP measures because certain information needed to make a reasonable forward-looking estimate is difficult to obtain and dependent on future events which may be uncertain, or out of the Company’s control, including the amount of AAP contracts invoiced, the number of AAP contracts that are renewed, necessary costs to deliver the Company’s offerings, such as unanticipated curriculum development costs, and other potential variables. Accordingly, a reconciliation is not available without unreasonable effort.

About Franklin Covey Co.

Franklin Covey Co. (NYSE: FC) is a global leadership and organizational performance partner that gives strategy the human edge. It helps organizations achieve the breakthrough results that matter most. Using proven, principle-centered frameworks and practices, it builds high-trust leaders, teams and cultures and helps clients translate strategy into consistent execution. For more than 40 years, it has tested this approach with thousands of clients from Fortune 100 companies to educational and government institutions, providing professional services across 160 countries. Visit www.franklincovey.com and explore insights LinkedIn, Facebook, X, Instagram, and YouTube.

Investor Contact:

Media Contact:

Franklin Covey

Franklin Covey

Boyd Roberts

Debra Lund

801-817-5127

801-817-6440

investor.relations@franklincovey.com

Debra.Lund@franklincovey.com

FRANKLIN COVEY CO.

Condensed Consolidated Statements of Operations

(in thousands, except per-share amounts, and unaudited)

Quarter Ended

Three Quarters Ended

May 31,

May 31,

May 31,

May 31,

2026

2025

2026

2025

Revenue

$

67,807

$

67,121

$

191,499

$

195,819

Cost of revenue

17,710

15,799

47,755

46,040

Gross profit

50,097

51,322

143,744

149,779

Selling, general, and administrative

43,263

46,232

132,882

138,468

Restructuring costs

696

4,739

5,650

6,723

Building exit costs

143

444

1,272

498

Depreciation

1,185

1,012

3,424

2,979

Amortization

614

1,098

1,971

3,294

Income (loss) from operations

4,196

(2,203

)

(1,455

)

(2,183

)

Interest income (expense), net

(30

)

76

(72

)

295

Income (loss) before income taxes

4,166

(2,127

)

(1,527

)

(1,888

)

Income tax benefit (provision)

(1,081

)

718

(659

)

584

Net income (loss)

$

3,085

$

(1,409

)

$

(2,186

)

$

(1,304

)

Net income (loss) per common share:

Basic and diluted

$

0.27

$

(0.11

)

$

(0.19

)

$

(0.10

)

Weighted average common shares:

Basic

11,260

12,891

11,630

13,028

Diluted

11,451

12,891

11,630

13,028

Other data:

Adjusted EBITDA(1)

$

8,331

$

7,307

$

16,115

$

17,041

(1) Adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization, stock-based compensation, and certain other items) is a non-GAAP financial measure that the Company believes is useful to investors in evaluating its results. For a reconciliation of this non-GAAP measure to a comparable GAAP measure, refer to the Reconciliation of Net Income (Loss) to Adjusted EBITDA as shown below.

FRANKLIN COVEY CO.

Reconciliation of Net Income (Loss) to Adjusted EBITDA

(in thousands and unaudited)

Quarter Ended

Three Quarters Ended

May 31,

May 31,

May 31,

May 31,

2026

2025

2026

2025

Reconciliation of net income (loss) to Adjusted EBITDA:

Net income (loss)

$

3,085

$

(1,409

)

$

(2,186

)

$

(1,304

)

Adjustments:

Interest expense (income), net

30

(76

)

72

(295

)

Income tax provision (benefit)

1,081

(718

)

659

(584

)

Amortization

614

1,098

1,971

3,294

Depreciation

1,185

1,012

3,424

2,979

Stock-based compensation

1,497

2,217

5,591

5,730

Restructuring costs

696

4,739

5,650

6,723

Building exit costs

143

444

1,272

498

Gain on license liability restructuring

-

-

(338

)

-

Adjusted EBITDA

$

8,331

$

7,307

$

16,115

$

17,041

Adjusted EBITDA margin

12.3

%

10.9

%

8.4

%

8.7

%

FRANKLIN COVEY CO.

Additional Financial Information

(in thousands and unaudited)

Quarter Ended

Three Quarters Ended

May 31,

May 31,

May 31,

May 31,

2026

2025

2026

2025

Revenue by Division/Segment:

Enterprise Division:

North America

$

38,024

$

37,054

$

106,763

$

111,711

International

10,052

10,212

30,410

30,685

48,076

47,266

137,173

142,396

Education Division

18,998

18,640

52,590

50,169

Corporate and other

733

1,215

1,736

3,254

Consolidated

$

67,807

$

67,121

$

191,499

$

195,819

Gross Profit by Division/Segment:

Enterprise Division:

North America

$

30,213

$

30,708

$

86,923

$

92,503

International

7,616

7,869

23,362

23,905

37,829

38,577

110,285

116,408

Education Division

11,936

12,227

32,620

31,968

Corporate and other

332

518

839

1,403

Consolidated

$

50,097

$

51,322

$

143,744

$

149,779

Adjusted EBITDA by Division/Segment:

Enterprise Division:

North America

$

7,748

$

6,201

$

18,938

$

19,788

International

2,073

1,662

5,533

3,565

9,821

7,863

24,471

23,353

Education Division

1,685

2,053

1,166

2,006

Corporate and other

(3,175

)

(2,609

)

(9,522

)

(8,318

)

Consolidated

$

8,331

$

7,307

$

16,115

$

17,041

FRANKLIN COVEY CO.

Condensed Consolidated Balance Sheets

(in thousands and unaudited)

May 31,

August 31,

2026

2025

Assets

Current assets:

Cash and cash equivalents

$

11,972

$

31,698

Accounts receivable, less allowance for

credit losses of $2,091 and $2,929

50,285

68,415

Inventories

5,804

5,165

Prepaid expenses and other current assets

23,745

24,199

Total current assets

91,806

129,477

Property and equipment, net

12,557

14,324

Intangible assets, net

31,843

34,551

Goodwill

31,220

31,220

Deferred income tax assets

242

231

Other long-term assets

30,342

33,109

$

198,010

$

242,912

Liabilities and Shareholders' Equity

Current liabilities:

Current portion of notes payable

$

-

$

823

Accounts payable

6,424

8,780

Deferred revenue

92,950

106,534

Customer deposits

20,027

16,327

Accrued liabilities

20,728

24,828

Total current liabilities

140,129

157,292

Other liabilities

10,921

14,718

Deferred income tax liabilities

4,024

3,991

Total liabilities

155,074

176,001

Shareholders' equity:

Common stock

1,353

1,353

Additional paid-in capital

229,260

230,251

Retained earnings

124,086

126,272

Accumulated other comprehensive loss

(1,170

)

(1,032

)

Treasury stock at cost, 15,756 and 14,565 shares

(310,593

)

(289,933

)

Total shareholders' equity

42,936

66,911

$

198,010

$

242,912

FRANKLIN COVEY CO.

Condensed Consolidated Free Cash Flow

(in thousands and unaudited)

Three Quarters Ended

May 31,

May 31,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$

(2,186

)

$

(1,304

)

Adjustments to reconcile net loss to net cash

provided by operating activities:

Depreciation and amortization

5,395

6,273

Amortization of capitalized curriculum costs

4,078

3,269

Stock-based compensation

5,591

5,730

Deferred income taxes

33

12

Amortization of right-of-use operating lease assets

640

392

Gain on license obligation restructuring

(338

)

-

Changes in working capital

4,263

4,667

Net cash provided by operating activities

17,476

19,039

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment

(3,920

)

(4,050

)

Curriculum development costs

(5,079

)

(4,095

)

Reacquisition of license rights

-

(324

)

Net cash used for investing activities

(8,999

)

(8,469

)

Free Cash Flow

$

8,477

$

10,570

GRAPHIC

GRAPHIC

Filename: img133531213_0.jpg · Sequence: 3

Binary file (46908 bytes)

Download img133531213_0.jpg

GRAPHIC

GRAPHIC

Filename: img208941192_0.jpg · Sequence: 4

Binary file (240608 bytes)

Download img208941192_0.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Document And Entity Information

Jul. 01, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jul. 01, 2026

Entity Registrant Name

Franklin Covey Co.

Entity Central Index Key

0000886206

Entity Emerging Growth Company

false

Entity File Number

001-11107

Entity Incorporation, State or Country Code

UT

Entity Tax Identification Number

87-0401551

Entity Address, Address Line One

13907 South Minuteman Dr., Suite 500

Entity Address, City or Town

Draper

Entity Address, State or Province

UT

Entity Address, Postal Zip Code

84020

City Area Code

801

Local Phone Number

817-1776

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.05 Par Value

Trading Symbol

FC

Security Exchange Name

NYSE

X

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

na

Period Type:

duration

X

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration