UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~August~~May 31, ~~2021~~2022

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~___________~~ to ~~____________.~~.

Commission file number: 000-04957

EDUCATIONAL DEVELOPMENT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

73-0750007

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

5402 South 122nd East Ave, Tulsa, Oklahoma	74146
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (918) 622-4522

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

Common Stock, $.20 par value	EDUC	NASDAQ
(Title of class)	(Trading symbol)	(Name of each exchange on which registered)

Indicate by check mark whether the registrant (1) has filed all reports 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
	Yes ☒ No ☐

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”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐	Accelerated filer ☒

	Non-accelerated filer ☐	Smaller reporting company ☒

		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.

☐

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

As of ~~October 1, 2021,~~June 28, 2022, there were ~~8,656,136~~8,698,838 shares of Educational Development Corporation Common Stock, $0.20 par value outstanding.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1413
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2320
Item 4.	Controls and Procedures	2320

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	2421
Item 1A.	Risk Factors	2421
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2421
Item 3.	Defaults Upon Senior Securities	2421
Item 4.	Mine Safety Disclosures	2421
Item 5.	Other Information	2421
Item 6.	Exhibits	2522
Signatures		2623

CAUTIONARY REMARKS REGARDING FORWARD-LOOKING STATEMENTS

The information discussed in this Quarterly Report on Form 10-Q includes “forward-looking statements.” These forward-looking statements are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “continue,” “potential,” “should,” “could,” and similar terms and phrases. Although we believe that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties, and we can give no assurance that such expectations or assumptions will be achieved. Important factors that could cause actual results to differ materially from those in the forward-looking statements are described under “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended February 28, ~~2021~~2022 and in this quarterly report. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere in this Quarterly Report on Form 10-Q and speak only as of the date of this Quarterly Report on Form 10-Q. Other than as required under the securities laws, we do not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise.

PART I. FINANCIAL INFORMATION

Item 1.FINANCIAL STATEMENTS

EDUCATIONAL DEVELOPMENT CORPORATION

CONDENSED BALANCE SHEETS (UNAUDITED)

	August 31,			February 28,			May 31,			February 28,
ASSETS	2021			2021			2022			2022
CURRENT ASSETS
Cash and cash equivalents	$	921,200		$	1,812,200		$	1,419,400		$	361,200
Accounts receivable, less allowance for doubtful accounts of $388,100 (August 31) and $331,900 (February 28)		3,894,400			3,346,700
Accounts receivable, less allowance for doubtful accounts of $265,000 (May 31) and $336,700 (February 28)								3,842,900			3,638,800
Inventories - net		64,707,400			51,762,400			66,699,500			71,553,600
Prepaid expenses and other assets		1,407,500			1,219,300			1,021,600			960,500
Total current assets		70,930,500			58,140,600			72,983,400			76,514,100

INVENTORIES - net		843,400			685,300			3,851,600			2,055,300
PROPERTY, PLANT AND EQUIPMENT - net		31,186,400			29,951,000			29,997,100			30,484,000
DEFERRED INCOME TAX ASSET								117,300			118,700
OTHER ASSETS		43,600			73,600			728,000			761,600
TOTAL ASSETS	$	103,003,900		$	88,850,500		$	107,677,400		$	109,933,700

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	18,519,000		$	19,674,300		$	6,712,800		$	12,411,800
Line of credit		16,653,800			5,245,300			22,508,900			17,723,500
Deferred revenues		751,400			1,914,100			1,718,000			681,600
Current maturities of long-term debt		1,645,200			533,500			2,517,500			2,542,200
Accrued salaries and commissions		1,896,400			3,488,000			1,620,500			1,890,200
Dividends payable		865,000			835,100			-			870,700
Income taxes payable		126,100			130,200			279,100			241,900
Other current liabilities		3,629,800			6,094,800			2,718,900			3,897,900
Total current liabilities		44,086,700			37,915,300			38,075,700			40,259,800

LONG-TERM DEBT - net of current maturities		14,278,400			10,451,200
DEFERRED INCOME TAXES - net		41,400			89,900
LONG-TERM DEBT - net								21,820,100			22,409,500
OTHER LONG-TERM LIABILITIES		114,000			134,300			475,300			498,900
Total liabilities		58,520,500			48,590,700			60,371,100			63,168,200

SHAREHOLDERS' EQUITY
Common stock, $0.20 par value; Authorized 16,000,000 shares; Issued 12,702,080 (August 31) and 12,410,080 (February 28) shares; Outstanding 8,650,229 (August 31) and 8,346,600 (February 28) shares		2,540,400			2,482,000
Common stock, $0.20 par value; Authorized 16,000,000 shares; Issued 12,702,080 (May 31 and February 28) shares; Outstanding 8,698,838 (May 31) and 8,707,247 (February 28) shares								2,540,400			2,540,400
Capital in excess of par value		11,377,900			10,863,900			12,642,900			12,246,600
Retained earnings		43,290,900			39,683,000			44,740,900			44,525,100
		57,209,200			53,028,900			59,924,200			59,312,100
Less treasury stock, at cost		(12,725,800	)		(12,769,100	)		(12,617,900	)		(12,546,600	)
Total shareholders' equity		44,483,400			40,259,800			47,306,300			46,765,500
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	103,003,900		$	88,850,500		$	107,677,400		$	109,933,700

See notes to condensed financial statements (unaudited).

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EDUCATIONAL DEVELOPMENT CORPORATION

CONDENSED STATEMENTS OF EARNINGS (UNAUDITED)

	Three Months Ended August 31,						Six Months Ended August 31,						Three Months Ended May 31,
	2021			2020			2021			2020			2022			2021
GROSS SALES	$	44,187,100		$	73,682,800		$	96,578,700		$	120,579,700		$	31,338,200		$	52,391,600
Less discounts and allowances		(14,513,500	)		(21,363,400	)		(30,467,600	)		(34,259,300	)		(10,085,200	)		(15,954,100	)
Transportation revenue		3,320,800			6,930,700			7,691,200			11,221,400			1,907,900			4,370,400
NET REVENUES		32,994,400			59,250,100			73,802,300			97,541,800			23,160,900			40,807,900
COST OF GOODS SOLD		10,498,900			17,309,500			22,528,800			28,705,000			7,851,500			12,029,900
Gross margin		22,495,500			41,940,600			51,273,500			68,836,800			15,309,400			28,778,000

OPERATING EXPENSES
Operating and selling		5,239,900			10,531,900			11,682,500			16,872,100			3,770,600			6,442,600
Sales commissions		10,105,200			20,304,400			23,072,000			33,904,900			6,871,800			12,966,700
General and administrative		4,793,900			5,664,000			9,932,800			10,200,000			4,384,300			5,139,000
Total operating expenses		20,139,000			36,500,300			44,687,300			60,977,000			15,026,700			24,548,300


INTEREST EXPENSE		213,700			140,000			381,500			322,200			388,100			167,800
OTHER INCOME		(515,300	)		(499,200	)		(1,114,000	)		(905,800	)		(390,700	)		(598,700	)

EARNINGS BEFORE INCOME TAXES		2,658,100			5,799,500			7,318,700			8,443,400			285,300			4,660,600

INCOME TAXES		759,900			1,544,500			1,982,400			2,257,300			69,500			1,222,500
NET EARNINGS	$	1,898,200		$	4,255,000		$	5,336,300		$	6,186,100		$	215,800		$	3,438,100

BASIC AND DILUTED EARNINGS PER SHARE
Basic	$	0.24		$	0.51		$	0.66		$	0.74		$	0.03		$	0.43
Diluted	$	0.23		$	0.51		$	0.63		$	0.74		$	0.03		$	0.41

WEIGHTED AVERAGE NUMBER OF COMMON AND EQUIVALENT SHARES OUTSTANDING
Basic		8,028,594			8,354,214			8,028,929			8,353,319			8,086,427			8,029,264
Diluted		8,435,348			8,354,214			8,458,664			8,353,319			8,473,610			8,481,980
Dividends per share	$	0.10		$	0.06		$	0.20		$	0.12		$	-		$	0.10

See notes to condensed financial statements (unaudited).

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EDUCATIONAL DEVELOPMENT CORPORATION

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

FOR THE ~~SIX~~THREE MONTHS ENDED ~~AUGUST~~MAY 31, ~~2021~~2022

Common Stock
(par value $0.20 per share)

Treasury Stock

Number of
Shares
Issued

Amount

Capital in
Excess of
Par Value

Retained
Earnings

Number
of
Shares

Amount

Shareholders'
Equity

BALANCE – February 28, 2021
12,410,080 $ 2,482,000 $ 10,863,900 $ 39,683,000 4,063,480 $ (12,769,100
)
$ 40,259,800
Sales of treasury stock
- - 26,600 - (1,714
)
5,400 32,000
Dividends declared ($0.10/share)
- - - (834,800
)
- - (834,800
)
Stock-based compensation (see note 6)
- - 261,600 - - - 261,600
Net earnings
- - - 3,438,100 - - 3,438,100
BALANCE - May 31, 2021
12,410,080 $ 2,482,000 $ 11,152,100 $ 42,286,300 4,061,766 $ (12,763,700
)
$ 43,156,700
Sales of treasury stock
- - 46,100 - (4,915
)
14,300 60,400
Issuance of restricted share awards for vesting
292,000 58,400 (82,000
)
- (5,000
)
23,600 -
Dividends declared ($0.10/share)
- - - (893,600
)
- - (893,600
)
Share-based compensation expense (see Note 6)
- - 261,700 - - - 261,700
Net earnings
- - - 1,898,200 - - 1,898,200
BALANCE - August 31, 2021
12,702,080 $ 2,540,400 $ 11,377,900 $ 43,290,900 4,051,851 $ (12,725,800
)
$ 44,483,400

	Common Stock (par value $0.20 per share)								Treasury Stock
	Number of Shares Issued		Amount		Capital in Excess of Par Value		Retained Earnings		Number of Shares			Amount			Shareholders' Equity

BALANCE - February 28, 2022		12,702,080	$	2,540,400	$	12,246,600	$	44,525,100		3,994,833		$	(12,546,600	)	$	46,765,500
Sales of treasury stock		-		-		39,000		-		(7,771	)		24,400			63,400
Forfeiture of restricted share awards		-		-		95,700		-		16,180			(95,700	)		-
Share-based compensation expense (see Note 6)		-		-		261,600		-		-			-			261,600
Net earnings		-		-		-		215,800		-			-			215,800
BALANCE - May 31, 2022		12,702,080	$	2,540,400	$	12,642,900	$	44,740,900		4,003,242		$	(12,617,900	)	$	47,306,300

FOR THE ~~SIX~~THREE MONTHS ENDED ~~AUGUST~~MAY 31, ~~2020~~2021

	Common Stock (par value $0.20 per share)									Treasury Stock									Common Stock (par value $0.20 per share)									Treasury Stock
	Number of Shares Issued		Amount		Capital in Excess of Par Value		Retained Earnings			Number of Shares			Amount			Shareholders' Equity			Number of Shares Issued		Amount		Capital in Excess of Par Value		Retained Earnings			Number of Shares			Amount			Shareholders' Equity

BALANCE – February 29, 2020		12,410,080	$	2,482,000	$	9,843,900	$	29,732,200			4,061,429		$	(12,665,300	)	$	29,392,800
Purchases of treasury stock		-		-		-		-			17,565			(75,500	)		(75,500	)
BALANCE - February 28, 2021																				12,410,080	$	2,482,000	$	10,863,900	$	39,683,000			4,063,480		$	(12,769,100	)	$	40,259,800
Sales of treasury stock		-		-		5,000		-			(21,167	)		66,000			71,000			-		-		26,600		-			(1,714	)		5,400			32,000
Dividends declared ($0.06/share)		-		-		-		(502,200	)		-			-			(502,200	)
Dividends declared ($0.10/share)																				-		-		-		(834,800	)		-			-			(834,800	)
Share-based compensation expense (see Note 6)		-		-		169,000		-			-			-			169,000			-		-		261,600		-			-			-			261,600
Net earnings		-		-		-		1,931,100			-			-			1,931,100			-		-		-		3,438,100			-			-			3,438,100
BALANCE - May 31, 2020		12,410,080	$	2,482,000	$	10,017,900	$	31,161,100			4,057,827		$	(12,674,800	)	$	30,986,200
Sales of treasury stock		-		-		11,500		-			(2,438	)		7,600			19,100
Dividends declared ($0.06/share)		-		-		-		(500,300	)		-			-			(500,300	)
Share-based compensation expense (see Note 6)		-		-		216,200		-			-			-			216,200
Net earnings		-		-		-		4,255,000			-			-			4,255,000
BALANCE - August 31, 2020		12,410,080	$	2,482,000	$	10,245,600	$	34,915,800			4,055,389		$	(12,667,200	)	$	34,976,200
BALANCE - May 31, 2021																				12,410,080	$	2,482,000	$	11,152,100	$	42,286,300			4,061,766		$	(12,763,700	)	$	43,156,700

See notes to condensed financial statements (unaudited).

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EDUCATIONAL DEVELOPMENT CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six Months Ended August 31,						Three Months Ended May 31,
	2021			2020			2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	$	5,336,300		$	6,186,100		$	215,800		$	3,438,100
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation		924,200			821,100			599,600			432,000
Deferred income taxes		(48,500	)		(185,100	)		1,400			237,500
Provision for doubtful accounts		61,600			91,800			(63,600	)		37,600
Provision for inventory valuation allowance		120,000			106,400			-			60,000
Share-based compensation expense		523,300			385,200			261,600			261,600
Changes in assets and liabilities:
Accounts receivable		(609,300	)		(392,400	)		(140,500	)		(665,100	)
Inventories, net		(13,223,100	)		(17,700	)
Inventories - net								3,057,800			(4,928,000	)
Prepaid expenses and other assets		(158,200	)		(383,800	)		(31,400	)		(235,400	)
Accounts payable		(104,700	)		14,797,500			(5,699,000	)		(577,400	)
Accrued salaries and commissions and other liabilities		(4,076,900	)		4,164,500			(1,472,300	)		(3,617,000	)
Deferred revenues		(1,162,700	)		843,100			1,036,400			(288,000	)
Income taxes payable		(4,100	)		2,133,200			37,200			967,700
Total adjustments		(17,758,400	)		22,363,800			(2,412,800	)		(8,314,500	)
Net cash provided by (used in) operating activities		(12,422,100	)		28,549,900
Net cash used in operating activities								(2,197,000	)		(4,876,400	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment		(3,210,200	)		(440,900	)		(108,800	)		(1,617,200	)
Net cash used in investing activities		(3,210,200	)		(440,900	)		(108,800	)		(1,617,200	)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on term debt		(305,800	)		(9,015,500	)		(614,100	)		(142,300	)
Proceeds from term debt		5,244,700			1,447,400			-			3,896,200
Sales of treasury stock		92,400			90,100			63,400			32,000
Purchases of treasury stock		0			(75,500	)
Net borrowings under line of credit		11,408,500			0			4,785,400			3,487,200
Dividends paid		(1,698,500	)		(918,600	)		(870,700	)		(835,100	)
Net cash provided by (used in) financing activities		14,741,300			(8,472,100	)
Net cash provided by financing activities								3,364,000			6,438,000
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(891,000	)		19,636,900			1,058,200			(55,600	)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		1,812,200			2,999,400			361,200			1,812,200
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	921,200		$	22,636,300		$	1,419,400		$	1,756,600

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
Cash paid for interest	$	378,000		$	343,900		$	370,200		$	152,400
Cash paid for income taxes	$	2,035,000		$	309,200		$	52,300		$	17,200

NON-CASH TRANSACTIONS
Accrued capital expenditures	$	10,600		$	252,000

See notes to condensed financial statements (unaudited).

Table of Contents

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying Unaudited Condensed Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim condensed financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. The Unaudited Condensed Financial Statements include all adjustments considered necessary for a fair presentation of the financial position and results of operations for the interim periods presented. Such adjustments consist only of normal recurring items, unless otherwise disclosed herein. Accordingly, the Unaudited Condensed Financial Statements do not include all of the information and notes required by GAAP for complete financial statements. However, we believe that the disclosures made are adequate to make the information not misleading. These interim Unaudited Condensed Financial Statements should be read in conjunction with our audited financial statements as of and for the year ended February 28, ~~2021~~2022 included in our Form 10-K. The results of operations for interim periods are not necessarily indicative of the results to be expected for a full year due to the seasonality of our product sales.

Reclassifications

Certain reclassifications have been made to the fiscal 2022 condensed statement of cash flows to conform to the classifications used in fiscal 2023. These reclassifications had no effect on net earnings.

COVID-19 Update

The Company has taken numerous steps, and will continue to take further actions, in its approach to minimize the impact of the COVID-19 pandemic. Effective May 1, 2021, we lessened our safety and health practices in the office and warehouse based on the recommendations from the local Tulsa Health Department. We are closely monitoring the impact of the COVID-19 pandemic and continually assessing its potential effects on our business. ~~While the Company did not experience a decrease in net revenues during fiscal year 2021, and the year-to-date result of fiscal 2022 are more normalized, the~~The long-term severity and duration of the pandemic are uncertain and the extent to which our results are affected by COVID-19 cannot be accurately predicted. See Management’s Discussion and Analysis of Financial Condition and Results of Operations for more information on the impact COVID-19 had during the current fiscal period.

Use of Estimates in the Preparation of Financial Statements

The preparation of the Unaudited Condensed Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.

Significant Accounting Policies

Our significant accounting policies, other than the adoption of new accounting pronouncements separately documented herein, are consistent with those disclosed in Note 1 to our audited financial statements as of and for the year ended February 28, ~~2021~~2022 included in our Form 10-K.

New Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. We have reviewed the recently issued accounting standards updates (“ASU”) and concluded that the following recently issued accounting standards apply to us:

In December 2019, the FASB published ASU 2019-12: Income Taxes (Topic 740), which simplifies the accounting for income taxes. Topic 740 addresses a number of topics including but not limited to the removal of certain exceptions currently included in the standard related to intra-period allocation when there are losses, in addition to calculation of income taxes when current year-to-date losses exceed anticipated loss for the year. The amendment also simplifies accounting for certain franchise taxes and disclosure of the effect of enacted change in tax laws or rates. Topic 740 was adopted by the Company at the beginning of fiscal year 2022 and did not have a material impact on our financial statements and disclosures.

In March 2020, the FASB issued ASU 2020-04: Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This update provides optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as London Interbank Offered Rate ~~(LIBOR)~~(“LIBOR”). This ASU includes practical expedients for contract modifications due to reference rate reform. Generally, contract modifications related to reference rate reform may be considered an event that does not require remeasurement or reassessment of a previous accounting determination at the modification date. This ASU is effective March 12, 2020 through December 31, 2022. ~~The~~With the execution of the Fifth Amendment to the Company’s ~~debt agreements include~~Amended and Restated Loan Agreement the ~~use of alternate rates when~~Benchmark Replacement for LIBOR is ~~not available. We do not expect~~defined as the Secured Overnight Financing Rate (“SOFR") published by the Chicago Mercantile Exchange. The change from LIBOR to ~~an alternate rate will~~SOFR did not require remeasurement or reassessment of a previous accounting determination and did not have a material impact to our condensed financial ~~statements and, to the extent we enter into modifications of agreements that are impacted by the LIBOR phase-out, we will apply such guidance to those contract modifications.~~statements.

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Note 2 – INVENTORIES

Inventories consist of the following:

	August 31, 2021			February 28, 2021			May 31, 2022			February 28, 2022
Current:
Book inventory	$	65,274,800		$	52,276,200		$	67,093,400		$	72,064,400
Inventory valuation allowance		(567,400	)		(513,800	)		(393,900	)		(510,800	)
Inventories net – current	$	64,707,400		$	51,762,400		$	66,699,500		$	71,553,600

Noncurrent:
Book inventory	$	1,124,400		$	894,300		$	4,269,900		$	2,437,600
Inventory valuation allowance		(281,000	)		(209,000	)		(418,300	)		(382,300	)
Inventories net – noncurrent	$	843,400		$	685,300		$	3,851,600		$	2,055,300

~~Book inventory includes inventory~~Inventory in transit ~~which~~ totaled ~~$2,796,900~~$590,700 and ~~$6,467,400~~$2,732,400 at ~~August~~May 31, ~~2021~~2022 and February 28, ~~2021,~~2022, respectively.

Book inventory quantities in excess of what we expect will be sold within the normal operating cycle, based on 2½ years of anticipated sales, are included in noncurrent inventory.

Significant portions of our inventory purchases are concentrated with an England-based publishing company, Usborne Publishing ~~Ltd.~~Limited (“Usborne”). Our distribution agreement includes an annual minimum purchase volume, which if not met may modify the termination provisions from not less than 12 months to not less than 30 days. Purchases received from this company were ~~$12,127,000~~$3,577,300 and ~~$7,357,600~~$12,288,300 for the three months ended ~~August~~May 31, ~~2021~~2022 and ~~2020,~~2021, respectively. Total inventory purchases received from all suppliers were ~~$18,779,100~~$5,978,600 and ~~$12,370,600~~$17,785,200 for the three months ended ~~August~~May 31, ~~2021~~2022 and ~~2020, respectively.~~

~~Purchases received from Usborne were $24,415,300 and $11,332,000 for the six months ended August 31,~~ 2021, ~~and 2020, respectively. Total inventory purchases received from all suppliers were $36,564,300 and $18,217,200 for the six months ended August 31, 2021 and 2020,~~ respectively.

Note 3 – LEASES

We have both lessee and lessor arrangements. Our leases are evaluated at inception or at any subsequent modification. Depending on the terms, leases are classified as either operating or finance leases if we are the lessee, or as operating, sales-type or direct financing leases if we are the lessor, as appropriate under ~~ASC 842. One~~Accounting Standards Codification (“ASC”) 842 - Leases. Our lessee ~~arrangement includes a~~arrangements include two rental ~~agreement~~agreements where we have the exclusive use of dedicated office space in San Diego, California, as well as warehouse and ~~qualifies~~office space in Layton, Utah, and both qualify as an operating lease. Our other lessee arrangement is short-term and offers flexible storage space on a month to month basis. Our lessee arrangements are not material to our condensed financial statements or notes to the condensed financial statements. Our lessor arrangements include 3 rental agreements for warehouse and office space in Tulsa, Oklahoma, and each ~~qualifies~~qualify as an operating lease under ASC 842.

Operating Leases – Lessor

We recognize fixed rental income on a straight-line basis over the life of the lease as other income on our condensed statements of earnings. ~~Variable rental payments are recognized as other income in the period in which the changes in facts and circumstances on which the variable lease payments are based occur.~~

On April 4, 2020, we executed an amendment to one of our existing leases that abated rental payments for the months of May, June and July 2020. The amendment also extended the term of the lease for three additional months. This amendment represents a lease modification and, as such, we have adjusted our fixed rental income on a straight-line basis over the remaining term starting May 1, 2020.

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Future minimum payments receivable under operating leases with terms greater than one year are estimated as follows:

Years ending February 28 (29),
2022	$	775,200
2023		1,573,200	$	1,182,100
2024		1,577,900		1,577,900
2025		1,547,100		1,547,100
2026		1,524,300		1,524,300
2027				1,554,800
Thereafter		8,091,000		6,536,200
Total	$	15,088,700	$	13,922,400

The cost of the leased space was ~~$10,828,600 and $10,826,400 as of August~~$10,834,300 for both May 31, ~~2021~~2022 and February 28, ~~2021,~~2022, respectively. The accumulated depreciation associated with the leased assets was ~~$2,407,600~~$2,700,000 and ~~$2,216,700~~$2,603,300 as of ~~August~~May 31, ~~2021~~2022 and February 28, ~~2021,~~2022, respectively. Both the leased assets and accumulated depreciation are included in property, plant and ~~equipment-net~~equipment - net on the condensed balance sheets.

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Note 4 – DEBT

Debt consists of the following:

August 31, 2021

February 28, 2021

Line of credit
$ 16,653,800 $ 5,245,300

Advancing term loan
$ 5,244,700 $ 0
Long-term debt
10,678,900 10,984,700
Less current maturities
(1,645,200
)
(533,500
)
Long-term debt, net of current maturities
$ 14,278,400 $ 10,451,200

	May 31, 2022			February 28, 2022

Line of credit	$	22,508,900		$	17,723,500


Advancing term loan #1	$	4,551,200		$	4,782,600
Advancing term loan #2		9,652,700			9,868,400
Term loan #1		10,180,800			10,349,100
Total long-term debt		24,384,700			25,000,100

Less current maturities		(2,517,500	)		(2,542,200	)
Less debt issue cost		(47,100	)		(48,400	)
Long-term debt, net	$	21,820,100		$	22,409,500

The Company executed an Amended and Restated Loan Agreement on February 15, 2021 (as amended the “Loan Agreement”) with MidFirst Bank (“the Bank”), which ~~replaced the prior loan agreement and~~ includes multiple loans. Term Loan #1 Tranche A (“Term Loan #1”), originally totaling $13.4 million, ~~was part of the prior loan agreement. Term Loan #1 had~~has a fixed interest rate of ~~4.23%~~3.12% with principal and interest payable monthly and a stated maturity date of December 1, 2025. On April 1, 2021, the Company executed the First Amendment to the Loan Agreement which reduced the fixed interest rate on Term Loan #1 to 3.12% and removed the prepayment premium from the Loan Agreement. Term Loan #1 is secured by the primary office, warehouse and land. ~~The outstanding borrowings on Term Loan #1 were $10,678,900 and $10,984,700 as of August 31, 2021 and February 28, 2021, respectively.~~

The Loan Agreement also provides a $20.0 million revolving loan (“line of credit”) through ~~August 15, 2022~~April 11, 2023 with interest payable monthly at the Bank-adjusted ~~LIBOR Index~~Secured Overnight Financing Rate (“SOFR”) plus a tiered pricing rate based on the Company’s Adjusted Funded Debt to EBITDA Ratio, with a minimum rate of ~~2.75%~~3.00% (the effective rate was ~~2.75%~~4.02% at ~~August~~May 31, ~~2021)~~2022). On ~~July 16, 2021,~~April 11, 2022, the Company executed the ~~Second~~Fifth Amendment to the Loan Agreement which temporarily increased the ~~Maximum Revolving Principal Amount~~maximum revolving principal amount from ~~$15.0~~$20.0 million to $25.0 million. The temporary increase period began on April 11, 2022 and ends on September 15, 2022, at which time the maximum revolving principal will automatically revert back to $20.0 million. On August 31, 2021, the Company executed the Third Amendment to the Loan Agreement which modified the advance rates used in the borrowing base certificate. Our borrowings outstanding on our line of credit as of August 31, 2021 and February 28, 2021, were $16,653,800 and $5,245,300, respectively. Available credit under the revolving line of credit was approximately ~~$3,346,200~~$582,300 and ~~$9,570,200~~$2,276,500 at ~~August~~May 31, ~~2021~~2022 and February 28, ~~2021,~~2022, respectively.

In addition, the Loan Agreement provides a $6.0 million Advancing Term Loan ~~to be used to finance planned equipment purchases.~~#1 and a $10.0 million Advancing Term Loan #2. The Advancing Term Loan #1 required interest-only payments through July 15, 2021, at which time it was converted to a 60-month amortizing term loan maturing July 15, 2026. Advancing Term Loan #2 is a 120-month amortizing loan maturing November 19, 2031. The Advancing Term ~~Loan accrues~~Loans #1 and #2 accrue interest at the Bank-adjusted ~~LIBOR Index~~SOFR plus a tiered pricing rate based on the Company’s Adjusted Funded Debt to EBITDA Ratio, with a minimum rate of ~~2.75%~~3.00% (the effective rate was ~~2.75%~~4.02% at ~~August~~May 31, ~~2021)~~2022). ~~Our borrowings outstanding under the Advancing Term Loan at August 31, 2021 were $5,244,700 and we had no borrowings at February 28, 2021.~~

Adjusted Funded Debt is defined as all long-term and short-term bank debt less the outstanding balance of Term Loan #1. EBITDA is defined in the Loan Agreement as net income plus interest expense, income tax expense (benefit) and depreciation and amortization expenses. The Adjusted Funded Debt to EBITDA ratio includes Adjusted Funded Debt to trailing twelve months EBITDA, reduced by specific rental income received from a non-related third party ~~see~~(see Note 3.3). The ~~$20.0~~$25.0 million line of credit is limited to advance rates on eligible receivables and eligible inventory levels.

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The ~~Advancing Term Loan~~advancing term loans and the line of credit accrue interest at a tiered rate based on our Adjusted Funded Debt to EBITDA ratio. The variable interest pricing ~~tier is~~tiers are as follows:

Pricing Tier	Adjusted Funded Debt to EBITDA Ratio	~~LIBOR~~SOFR Margin (bps)
I	>~~2.00~~ 2.50	~~300.00~~330.00
II	>~~1.50~~ 2.00 but <~~2.00~~ 2.50	~~275.00~~305.00
III	>~~1.00~~ 1.50 but <~~1.50~~ 2.00	~~250.00~~280.00
IV	<~~1.00~~ 1.50	~~225.00~~255.00

The Loan Agreement contains a provision for our use of the Bank’s letters of credit. The Bank agrees to issue or obtain issuance of commercial or stand-by letters of credit provided that no letters of credit will have an expiry date later than ~~August 15, 2022,~~April 11, 2023 and that the sum of the line of credit plus the letters of credit would not exceed the borrowing base in effect at the time. As of ~~August~~May 31, ~~2021,~~2022, we had no letters of credit outstanding.

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The Loan Agreement also contains provisions that require the Company to maintain specified financial ratios and limits any additional debt with other lenders. Additionally, the Loan Agreement places limitations on the amount of dividends that may be distributed and the total value of stock that can be repurchased using advances from the line of credit.

The following table reflects aggregate future scheduled maturities of long-term debt during the next five fiscal years and thereafter as follows:

Years ending February 28 (29),
2022	$	816,900
2023		1,658,800	$	1,878,900
2024		1,678,300		2,567,300
2025		1,697,700		2,622,300
2026		9,546,400		10,469,300
2027				1,517,700
Thereafter		525,500		5,329,200
Total	$	15,923,600	$	24,384,700

Note 5 – EARNINGS PER SHARE

Basic earnings per share (“EPS”) is computed by dividing net earnings by the weighted average number of common shares outstanding during the period excluding nonvested restricted stock awards. Diluted EPS includes the dilutive effect of issued unvested restricted stock awards and additional potential common shares issuable under stock warrants, restricted stock and stock options. We utilized the treasury stock method in computing the potential common shares issuable under stock warrants, restricted stock and stock ~~options and preferred shares.~~options.

The computation of weighted average common and common equivalent shares used in the calculation of basic and diluted EPS is shown ~~below.~~below:

	Three Months Ended August 31,				Six Months Ended August 31,				Three Months Ended May 31,
	2021		2020		2021		2020		2022		2021
Earnings:
Net earnings applicable to common shareholders	$	1,898,200	$	4,255,000	$	5,336,300	$	6,186,100	$	215,800	$	3,438,100

Weighted average shares:
Weighted average shares outstanding-basic		8,028,594		8,354,214		8,028,929		8,353,319		8,086,427		8,029,264
Issued unvested restricted stock and assumed shares issuable under granted unvested restricted stock awards		406,754		0		429,735		0
Issuance of nonvested restricted shares										387,183		452,716
Weighted average shares outstanding-diluted		8,435,348		8,354,214		8,458,664		8,353,319		8,473,610		8,481,980

Earnings per share:
Basic	$	0.24	$	0.51	$	0.66	$	0.74	$	0.03	$	0.43
Diluted	$	0.23	$	0.51	$	0.63	$	0.74	$	0.03	$	0.41

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Note 6 – SHARE-BASED COMPENSATION

We account for share-based compensation whereby share-based payment transactions with employees, such as stock options and restricted stock, are measured at estimated fair value at the date of grant. For awards subject to service conditions, compensation expense is recognized over the vesting period on a straight-line basis. Awards subject to performance conditions are attributed separately for each vesting tranche of the award and are recognized ratably from the service inception date to the vesting date for each tranche. Forfeitures are recognized when they occur. The probability of restricted share awards granted with future performance conditions is evaluated at each reporting period and share awards are updated and compensation expense is adjusted based on updated information.

In July 2018, our shareholders approved the Company’s 2019 Long-Term Incentive Plan (“2019 LTI Plan”). The 2019 LTI Plan established up to 600,000 shares of restricted stock available to be granted to certain members of management based on exceeding specified net revenues and pre-tax performance metrics during fiscal years 2019, 2020 or 2021. The Company exceeded all defined metrics during these fiscal years and 600,000 shares were granted to members of management according to the Plan. The granted shares under the 2019 LTI Plan “cliff vest” after five years from the fiscal year that the defined metrics were exceeded.

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In July 2021, our shareholders approved the Company’s 2022 Long-Term Incentive Plan (“2022 LTI Plan”). The 2022 LTI Plan establishes up to 300,000 shares of restricted stock available to be granted to certain members of management based on exceeding specified net revenues and pre-tax performance metrics during fiscal years 2022 and 2023. The number of restricted shares to be distributed depends on attaining the performance metrics defined by the 2022 LTI Plan and may result in the distribution of a number of shares that is less than, but not greater than, the number of restricted shares outlined in the terms of the 2022 LTI Plan. Restricted shares granted under the 2022 LTI Plan “cliff vest” after five years from the fiscal year that the defined metrics were exceeded.

During fiscal year 2019, the Company granted 308,000 restricted shares under the 2019 LTI Plan with an average grant-date fair value of $9.94 per share. In the third quarter of fiscal year 2021, 5,000 of these restricted shares were forfeited. These shares were made available to be reissued to remaining participants upon forfeiture. During the first quarter of fiscal year 2023, 10,000 of these restricted shares were forfeited, along with 969 additional shares purchased with dividends received from original issue date. The fiscal year 2023 forfeitures will not be reissued under the 2019 LTI Plan. The remaining compensation expense for the outstanding awards, totaling approximately ~~$980,200,~~$472,900, will be recognized ratably over the remaining vesting period of approximately 189 months.

During fiscal year 2021, the Company granted 297,000 restricted shares under the 2019 LTI Plan, including the 5,000 aforementioned shares that were previously forfeited and held in Treasury, with an average grant-date fair value of $6.30 per share. In the first quarter of fiscal year 2023, 5,000 of these restricted shares were forfeited, along with 211 additional shares purchased with dividends received from original issue date. These shares will not be reissued under the 2019 LTI Plan. The remaining compensation expense of these awards, totaling approximately ~~$1,374,800,~~$1,062,000, will be recognized ratably over the remaining vesting period of approximately 4233 months.

As of ~~August~~May 31, ~~2021,~~2022, no shares have been granted under the 2022 LTI Plan.

A summary of compensation expense recognized in connection with restricted share awards follows:

Three Months Ended August 31,

Six Months Ended August 31,

2021

2020

2021

2020

Share-based compensation expense
$ 261,700 $ 216,200 $ 523,300 $ 385,200

	Three Months Ended May 31,
	2022		2021

Share-based compensation expense	$	261,600	$	261,600

The following table summarizes stock award activity during the first ~~six~~three months of fiscal year ~~2022~~2023 under the 2019 LTI Plan:

	Shares		Weighted Average Fair Value (per share)		Shares			Weighted Average Fair Value (per share)

Outstanding at February 28, 2021		600,000	$	8.14
Outstanding at February 28, 2022						600,000		$	8.14
Granted		-		-		-			-
Vested		0		0		-			-
Forfeited		-		-		(15,000	)		8.73
Outstanding at August 31, 2021		600,000	$	8.14
Outstanding at May 31, 2022						585,000		$	8.12

As of ~~August~~May 31, ~~2021,~~2022, total unrecognized share-based compensation expense related to unvested granted or issued restricted shares was ~~$2,355,000,~~$1,534,900, which we expect to recognize over a weighted-average period of ~~32.0~~25.6 months.

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Note 7 – SHIPPING AND HANDLING COSTS

We classify shipping and handling costs as operating and selling expenses in the condensed statements of earnings. Shipping and handling costs include postage, freight, handling costs, as well as shipping materials and supplies. These costs were ~~$5,036,000~~$3,562,600 and ~~$9,984,600~~$6,356,400 for the three months ended ~~August~~May 31, ~~2021~~2022 and ~~2020, respectively. These costs were $11,392,400 and $16,299,900 for the six months ended August 31,~~ 2021, ~~and 2020,~~ respectively.

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Note 8 – BUSINESS SEGMENTS

We have 2 reportable segments: Usborne Books & More (“UBAM”) and Publishing. These reportable segments are business units that offer different methods of distribution to different types of customers. They are managed separately based on the fundamental differences in their operations. Our UBAM segment markets its products through a network of independent sales consultants using a combination of internet sales, direct sales, home shows and book fairs. Our Publishing segment markets its products to retail accounts, which include book, school supply, toy and gift stores and museums, trade and specialty wholesalers, through commissioned sales representatives and our internal tele-sales group.

The accounting policies of the segments are the same as those of the rest of the Company. We evaluate segment performance based on earnings before income taxes of the segments, which is defined as segment net revenues reduced by cost of sales and direct expenses. Corporate expenses, depreciation, interest expense and income taxes are not allocated to the segments but are listed in the “Other” row below. Corporate expenses include the executive department, accounting department, information services department, general office management, warehouse operations and building facilities management. Our assets and liabilities are not allocated on a segment basis.

Information by reporting segment for the ~~three~~three-month period ended May 31, 2022 and ~~six-month periods ended August 31,~~ 2021, ~~and 2020,~~ are as follows:

NET REVENUES	NET REVENUES									NET REVENUES

		Three Months Ended August 31,				Six Months Ended August 31,					Three Months Ended May 31,
		2021		2020		2021		2020			2022		2021
UBAM		$	29,518,100	$	56,911,600	$	67,135,000	$	93,837,800		$	20,016,800	$	37,616,900
Publishing			3,476,300		2,338,500		6,667,300		3,704,000			3,144,100		3,191,000
Total		$	32,994,400	$	59,250,100	$	73,802,300	$	97,541,800		$	23,160,900	$	40,807,900

EARNINGS (LOSS) BEFORE INCOME TAXES	EARNINGS (LOSS) BEFORE INCOME TAXES													EARNINGS (LOSS) BEFORE INCOME TAXES

		Three Months Ended August 31,						Six Months Ended August 31,							Three Months Ended May 31,
		2021			2020			2021			2020				2022			2021
UBAM		$	5,579,100		$	9,662,600		$	13,440,400		$	15,489,700			$	3,331,200		$	7,861,200
Publishing			982,800			738,800			1,844,300			1,085,400				749,800			861,600
Other			(3,903,800	)		(4,601,900	)		(7,966,000	)		(8,131,700	)			(3,795,700	)		(4,062,200	)
Total		$	2,658,100		$	5,799,500		$	7,318,700		$	8,443,400			$	285,300		$	4,660,600

Note 9 – ~~FAIR VALUE MEASUREMENTS~~FINANCIAL INSTRUMENTS

The ~~valuation hierarchy included~~following methods and assumptions are used in ~~GAAP considers~~estimating the ~~transparency of inputs used to value assets and liabilities as of the measurement date. A~~fair-value disclosures for financial instrument’s classification within the valuation hierarchy is based on the lowest level of input that is significant to its fair value measurement. The three levels of the valuation hierarchy and the classification of our financial assets and liabilities within the hierarchy are as follows:instruments:

~~Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.~~
-
The carrying amounts reported in the condensed balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments.

Level 2 – Observable inputs other than quoted prices included within Level 1 for the asset or liability, either directly or indirectly. If an asset or liability has a specified term, a Level 2 input must be observable for substantially the full term of the asset or liability.

~~Level 3 – Unobservable inputs for the asset or liability.~~

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The estimated fair value of our term notes payable is estimated by management to approximate $23,364,100 and $24,521,600 as of May 31, 2022 and February 28, 2022, respectively. Management's estimates are based on the obligations' characteristics, including floating interest rate, maturity, and collateral.

We do not report any assets or liabilities at fair value in the financial statements. However, the estimated fair value of our term notes payable is estimated by management to approximate $15,654,000 and $11,078,800 at August 31, 2021 and February 28, 2021, respectively. Management’s estimates are based on the obligations’ characteristics, including floating interest rate, maturity, and collateral. Such valuation inputs are considered a Level 2 measurement in the fair value valuation hierarchy.

Note 10 – DEFERRED REVENUES

The Company’s UBAM division receives payments on orders in advance of shipment. Any payments received prior to the end of the period that were not shipped as of ~~August~~May 31, ~~2021~~2022 or February 28, ~~2021~~2022 are recorded as deferred revenues on the condensed balance sheets. We received approximately ~~$751,400~~$1,718,000 and ~~$1,914,100,~~$681,600, as of ~~August~~May 31, ~~2021~~2022 and February 28, ~~2021,~~2022, respectively, in payments for sales orders which ~~were~~will be shipped ~~out~~ subsequent to the end of the period. ~~Orders that were included in deferred revenues predominantly shipped within the first few days of the next fiscal period.~~

Note 11 – SUBSEQUENT EVENTS

~~On October 6, 2021, the Board of Directors approved a $0.10 dividend that will be paid to shareholders of record on Thursday, November 18, 2021.~~

None.

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

Factors Affecting Forward-Looking Statements

The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, our success in recruiting and retaining new consultants, our ability to locate and procure desired books, our ability to ship the volume of orders that are received without creating backlogs, our ability to obtain adequate financing for working capital and capital expenditures, economic and competitive conditions, regulatory changes and other uncertainties, the COVID-19 pandemic, as well as those factors discussed below and elsewhere in our Annual Report on Form 10-K for the year ended February 28, ~~2021~~2022 and this Quarterly Report on Form 10-Q, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may or may not occur. See “Cautionary Remarks Regarding Forward-Looking Statements” in the front of this Quarterly Report on Form 10-Q.

Overview

We are the exclusive United States ~~trade co-publisher~~Multi-Level Marketing (“MLM”) distributor of Usborne Publishing Limited (“Usborne”) children’s books and the owner and exclusive publisher of Kane ~~Miller.~~Miller Book Publisher (“Kane Miller”). Significant portions of our inventory purchases are concentrated with Usborne. Our distribution agreement includes an annual minimum purchase volume, which if not met may modify the termination provisions from not less than 12 months to not less than 30 days. In the past five years, we have exceeded the new annual minimum purchase commitments with Usborne. We operate two separate segments, UBAM and Publishing, to sell our Usborne and Kane Miller children’s books. These two segments each have their own customer base. The UBAM segment markets its products through a network of independent sales consultants using a combination of home shows, internet party plan events and book fairs. The Publishing segment markets its products on a wholesale basis to various retail accounts. All other supporting administrative activities are recognized as other expenses outside of our two segments. Other expenses consist primarily of the compensation of our office, warehouse and sales support staff as well as the cost of operating and maintaining our corporate office and distribution facility.

The following table shows our condensed statements of earnings data:

	Three Months Ended August 31,						Six Months Ended August 31,						Three Months Ended May 31,
	2021			2020			2021			2020			2022			2021
Net revenues	$	32,994,400		$	59,250,100		$	73,802,300		$	97,541,800		$	23,160,900		$	40,807,900
Cost of goods sold		10,498,900			17,309,500			22,528,800			28,705,000			7,851,500			12,029,900
Gross margin		22,495,500			41,940,600			51,273,500			68,836,800			15,309,400			28,778,000

Operating expenses
Operating and selling		5,239,900			10,531,900			11,682,500			16,872,100			3,770,600			6,442,600
Sales commissions		10,105,200			20,304,400			23,072,000			33,904,900			6,871,800			12,966,700
General and administrative		4,793,900			5,664,000			9,932,800			10,200,000			4,384,300			5,139,000
Total operating expenses		20,139,000			36,500,300			44,687,300			60,977,000			15,026,700			24,548,300

Interest expense		213,700			140,000			381,500			322,200			388,100			167,800
Other income		(515,300	)		(499,200	)		(1,114,000	)		(905,800	)		(390,700	)		(598,700	)
Earnings before income taxes		2,658,100			5,799,500			7,318,700			8,443,400			285,300			4,660,600

Income taxes		759,900			1,544,500			1,982,400			2,257,300			69,500			1,222,500
Net earnings	$	1,898,200		$	4,255,000		$	5,336,300		$	6,186,100		$	215,800		$	3,438,100

See the detailed discussion of revenues, gross margin and general and administrative expenses by reportable segment below. The following is a discussion of significant changes in the non-segment related general and administrative expenses, other income and expenses and income taxes during the respective periods.

1413

Table of Contents

Non-Segment Operating Results for the Three Months Ended ~~August~~May 31, ~~2021~~2022

Total operating expenses not associated with a reporting segment decreased ~~$0.8~~$0.7 million, or ~~16.0%~~15.6%, to ~~$4.2~~$3.8 million for the three-month period ended ~~August~~May 31, ~~2021,~~2022, when compared to ~~$5.0~~$4.5 million for the same quarterly period a year ago. Operating expenses decreased primarily as a result of a $0.6 million decrease in ~~warehouse~~ labor and a ~~$0.4~~$0.3 million decrease in freight handling expenses, both resulting from a decrease in gross sales, offset by a $0.2 million increase in ~~other various expenses.~~depreciation expense primarily driven by the addition of two new pick/pack/ship lines.

Interest expense increased ~~$0.1~~$0.2 million, or 100.0%, to ~~$0.2~~$0.4 million for the three months ended ~~August~~May 31, ~~2021,~~2022, when compared to ~~$0.1~~$0.2 million for the same quarterly period a year ago, ~~associated with the increase in~~due to increased borrowings against our line of credit and the addition of the $10.0 million Advancing Term Loan #2 at the end of the previous fiscal year, which was not utilized in the ~~current fiscal year.~~same quarterly period a year ago.

Income taxes decreased ~~$0.7~~$1.1 million, or ~~46.7%~~91.7%, to ~~$0.8~~$0.1 million for the three months ended ~~August~~May 31, ~~2021,~~2022, from ~~$1.5~~$1.2 million for the same quarterly period a year ~~ago.~~ago, primarily resulting from a decrease in gross sales. Our effective tax rate ~~increased~~decreased to ~~28.6%~~24.3% for the quarter ended ~~August~~May 31, ~~2021,~~2022, from ~~26.6%~~26.2% for the quarter ended ~~August~~May 31, ~~2020 due to sales mix fluctuations between states. Our tax rates are higher than the federal statutory rate of 21% due to the inclusion of state income and franchise taxes.~~

~~Non-Segment Operating Results for the Six Months Ended August 31,~~ 2021

~~Total operating expenses~~ remained consistent at $8.7 million for the six-month periods ended August 31, 2021 and August 31, 2020. Warehouse labor decreased $0.2 million and freight handling decreased $0.4 million for the six months ended August 31, 2021, both associated with reduced sales. These changes were offset by increased warehouse rental of $0.2 million and property insurance of $0.1 million associated with increased inventory levels along with a $0.3 million increase in other various expenses.

~~Interest expense~~ increased $0.1 million, or 33.3%, to $0.4 million for the six months ended August 31, 2021, when compared to $0.3 million for the same period a year ago as a result of the increase in our line of credit and the addition of the Advancing Term Loan in the current fiscal year.

~~Income taxes~~ decreased $0.3 million, or 13.0%, to $2.0 million for the six months ended August 31, 2021, from $2.3 million for the same period a year ago. Our effective tax rate increased to 27.1% for the six months ended August 31, 2021, from 26.7% for the six months ended August 31, 2020 due to sales mix fluctuations between states. Our tax rates are higher than the federal statutory rate of 21% due to the inclusion of state income and franchise taxes.

UBAM Operating Results for the Three ~~and Six~~ Months Ended ~~August~~May 31, ~~2021~~2022

The following table summarizes the operating results of the UBAM segment:

Three Months Ended
August 31,

Six Months Ended
August 31,

2021

2020

2021

2020

Gross sales
$ 36,789,400 $ 68,868,300 $ 82,325,100 $ 112,814,400
Less discounts and allowances
(10,590,700
)
(18,828,400
)
(22,876,400
)
(30,135,100
)
Transportation revenue
3,319,400 6,871,700 7,686,300 11,158,500
Net revenues
29,518,100 56,911,600 67,135,000 93,837,800

Cost of goods sold
8,636,600 16,129,700 18,886,500 26,818,300
Gross margin
20,881,500 40,781,900 48,248,500 67,019,500

Operating expenses

Operating and selling
4,215,000 9,137,600 9,559,700 14,563,900
Sales commissions
9,937,600 20,249,400 22,795,900 33,809,800
General and administrative
1,149,800 1,732,300 2,452,500 3,156,100
Total operating expenses
15,302,400 31,119,300 34,808,100 51,529,800

Operating income
$ 5,579,100 $ 9,662,600 $ 13,440,400 $ 15,489,700

Average number of active consultants
46,100 45,400 50,200 39,300

~~Table of Contents~~

~~UBAM Operating Results for the Three Months Ended August 31, 2021~~

	Three Months Ended May 31,
	2022			2021
Gross sales	$	24,731,100		$	45,535,700
Less discounts and allowances		(6,619,500	)		(12,285,700	)
Transportation revenue		1,905,200			4,366,900
Net revenues		20,016,800			37,616,900

Cost of goods sold		6,162,000			10,249,900
Gross margin		13,854,800			27,367,000

Operating expenses
Operating and selling		2,985,500			5,344,700
Sales commissions		6,735,700			12,858,300
General and administrative		802,400			1,302,800
Total operating expenses		10,523,600			19,505,800

Operating income	$	3,331,200		$	7,861,200

Average number of active consultants		32,200			55,100

UBAM net revenues decreased ~~$27.4~~$17.6 million, or ~~48.2%~~46.8%, to ~~$29.5~~$20.0 million during the three months ended ~~August~~May 31, ~~2021,~~2022, when compared to ~~$56.9~~$37.6 million during the same period a year ago. The average number of active consultants in the ~~second~~first quarter of fiscal ~~2022~~2023 was ~~46,100, an increase~~32,200, a decrease of ~~700,~~22,900, or ~~1.5%~~41.6%, from ~~45,400~~55,100 average active consultants selling in the ~~second~~first quarter of fiscal ~~2021. The Company reports the average number of active consultants each quarter as a key indicator for~~2022. Our consultant numbers declined this ~~division. During the quarter ended August 31, 2020 our sales per average number of active consultants increased significantly to~~year due to consultants returning to full-time employment, as well as families experiencing children returning to the ~~increase in demand for our products resulting~~classroom, therefore requiring less learning from ~~the impacts of the COVID-19 pandemic. During last summer, school closings and public interaction restrictions increased the need for educational~~home materials than they had in the ~~home~~prior year. In addition, sales during the first quarter of fiscal 2023 were negatively impacted by the recent record inflation. Record inflation that resulted from high fuel costs and food price increases has impacted the disposable income of our ~~consultants were positioned~~customers. We expect this impact on sales to ~~fill this increased demand. During the quarter ended August 31, 2021,~~continue as inflationary pressures continue. Historically, when we have experienced these difficult inflationary times, our ~~sales per average number~~UBAM active consultant numbers have been positively impacted as more families look for non-traditional income streams to offset rising costs of ~~active consultants remained consistent with years prior to the COVID-19 pandemic.~~living.

Gross margin decreased ~~$19.9~~$13.5 million, or ~~48.8%~~49.3%, to ~~$20.9~~$13.9 million during the three months ended ~~August~~May 31, ~~2021,~~2022, when compared to ~~$40.8~~$27.4 million during the same period a year ~~ago, primarily associated with the decrease in net revenues.~~ago. Gross margin as a percentage of net revenues decreased ~~1.0%~~3.6%, to ~~70.7%~~69.2% for the three-month period ended ~~August~~May 31, ~~2021,~~2022, when compared to ~~71.7%~~72.5% the same period a year ago. The decrease in gross margin as a percentage of net revenues ~~resulted from~~is attributed to a change in order mix ~~partially offset by reduced cost~~and less transportation revenue of ~~goods sold. During the quarter ended August 31, 2021 sales through book fairs, booths~~$0.4 million and home parties increased over the second quarter last year when these sales types were challenged. These sales types have higher sales discounts and pay less sales commissions to our consultants, resulting in similar operating income. Reduced costrising ocean freight costs on inbound inventory of ~~goods sold resulted from larger volume discounts and vendor rebates associated with increased purchasing volumes over pre-COVID-19 levels.~~$0.2 million.

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UBAM operating expenses consists of operating and selling expenses, sales commissions and general and administrative expenses. Operating and selling expenses primarily consists of freight expenses and materials and supplies. Sales commissions include amounts paid to consultants for new sales and promotions. These operating expenses are directly tied to the sales volumes of the UBAM segment. General and administrative expenses include payroll, outside services, inventory reserves and other expenses directly associated with the UBAM segment. Total operating expenses decreased ~~$15.8~~$9.0 million, or ~~50.8%~~46.2%, to ~~$15.3~~$10.5 million during the three-month period ended ~~August~~May 31, ~~2021,~~2022, when compared to ~~$31.1~~$19.5 million reported in the same quarter a year ago. Operating and selling expenses decreased ~~$4.9~~$2.3 million, or ~~53.8%~~43.4%, to ~~$4.2~~$3.0 million during the three-month period ended ~~August~~May 31, ~~2021,~~2022, when compared to ~~$9.1~~$5.3 million reported in the same quarter a year ago, primarily due to a decrease in ~~net revenues~~outbound freight from fewer sales and ~~a decrease in postage and freight peak charges we experienced in the second quarter last year.~~shipments. Sales commissions decreased ~~$10.3~~$6.2 million, or ~~51.0%~~48.1%, to ~~$9.9~~$6.7 million during the three-month period ended ~~August~~May 31, ~~2021,~~2022, when compared to ~~$20.2~~$12.9 million reported in the same quarter a year ago, due primarily to the decrease in net revenues. General and administrative expenses decreased ~~$0.6~~$0.5 million, or ~~35.3%~~38.5%, to ~~$1.1~~$0.8 million during the three months ended ~~August~~May 31, ~~2021,~~2022, when compared to ~~$1.7~~$1.3 million during the same period a year ago, due primarily to reduced bank fees from ~~less~~fewer credit card transactions during the quarter ended ~~August~~May 31, ~~2021.~~2022.

Operating income of the UBAM segment decreased ~~$4.1~~$4.6 million, or ~~42.3%,~~58.2% to ~~$5.6~~$3.3 million during the three months ended ~~August~~May 31, ~~2021,~~2022, when compared to ~~$9.7~~$7.9 million reported in the same quarter a year ~~ago, primarily due to the change in net revenues.~~ago. Operating income of the UBAM division as a percentage of net revenues for the three months ended ~~August~~May 31, ~~2021 increased~~2022 decreased to ~~18.9%~~16.6%, compared to ~~17.0%~~20.9% for the three months ended ~~August~~May 31, ~~2020,~~2021. This change primarily resulted from reduced cost of goods sold resulting from larger volume discounts and vendor rebates associated with increased purchasing volumes and reduced outbound shipping peak charges experienced in the second quarter last year.

~~UBAM Operating Results for the Six Months Ended August 31, 2021~~

UBAM net revenues decreased $26.7 million, or 28.5%, to $67.1 million during the six-month period ended August 31, 2021, compared to $93.8 million from the same period a year ago. The average number of active consultants in the six-month period ended August 31, 2021 was 50,200, an increase of 10,900, or 27.7%, from 39,300 selling in same period a year ago. During the six months ended August 31, 2020 our sales per average number of active consultants increased significantly due to the increase in demand for our products resulting from the impacts of the COVID-19 pandemic. School closings and quarantine restrictions increased the need for educational materials in the home and our consultants were positioned to fill this increased demand. During the six months ended August 31, 2021, our sales per average number of active consultants remained consistent with years prior to the COVID-19 pandemic.

~~Table of Contents~~

Gross margin decreased $18.8 million, or 28.1%, to $48.2 million during the six-month period ended August 31, 2021, when compared to $67.0 million during the same period a year ago, due primarily to a decrease in net revenues. Gross margin as a percentage of net revenues increased to 71.9% for the six-month period ended August 31, 2021, when compared to 71.4% for the same period a year ago. During the six months ended August 31, 2021 , sales through book fairs, booths and home increased over the first six months of fiscal year 2021 when these sales types were challenged. These sales types have higher sales discounts and pay less sales commissions to our consultants, resulting in similar operating income. The decrease in gross margin percentage associated with the mix from these sales types was offset by reduced cost of goods sold resulting from larger volume discounts and vendor rebates associated with increased purchasing volumes over pre-COVID-19 levels.

Total operating expenses decreased $16.7 million, or 32.4%, to $34.8 million during the six-month period ended August 31, 2021, from $51.5 million for the same period a year ago. Operating and selling expenses decreased $5.0 million, or 34.2%, to $9.6 million during the six-month period ended August 31, 2021, when compared to $14.6 million reported in the same period a year ago, primarily due to a decrease in shipping costs associated with the decrease in volume of orders shipped. Sales commissions decreased $11.0 million, or 32.5%, to $22.8 million during the six-month period ended August 31, 2021, when compared to $33.8 million reported in the same period a year ago, primarily due to the decrease in net revenues ~~along with a lower percentage of internet-based sales, which offer fewer discounts~~ and higher sales commissions to consultants. General and administrative expenses decreased $0.7 million, or 21.9%, to $2.5 million, from $3.2 million recognized during the same period last year, due primarily to decreased credit card transaction fees associated with decreased sales volumes.

Operating income of the UBAM segment decreased $2.1 million, or 13.5%, to $13.4 million during the six months ended August 31, 2021, when compared to $15.5 million reported in the same period last year. Operating income of the UBAM division as a percentage of net revenues for the six months ended August 31, 2021 was 20.0%, compared to 16.5% for the six months ended August 31, 2020, a change of 3.5%. Operating income as a percentage of net revenues increased from the prior year primarily from reduced cost of goods sold resulting from larger volume discounts and vendor rebates associated with increased purchasing volumes and reduced outbound shipping peak charges experienced during the first six months of the prior fiscal year.gross margin.

Publishing Operating Results for the Three ~~and Six~~ Months Ended ~~August~~May 31, ~~2021~~2022

The following table summarizes the operating results of the Publishing segment:

Three Months Ended
August 31,

Six Months Ended
August 31,

2021

2020

2021

2020

Gross sales
$ 7,397,700 $ 4,814,500 $ 14,253,600 $ 7,765,300
Less discounts and allowances
(3,922,800
)
(2,535,000
)
(7,591,200
)
(4,124,200
)
Transportation revenue
1,400 59,000 4,900 62,900
Net revenues
3,476,300 2,338,500 6,667,300 3,704,000

Cost of goods sold
1,862,300 1,179,800 3,642,300 1,886,700
Gross margin
1,614,000 1,158,700 3,025,000 1,817,300

Total operating expenses
631,200 419,900 1,180,700 731,900

Operating income
$ 982,800 $ 738,800 $ 1,844,300 $ 1,085,400

~~Publishing Operating Results for the Three Months Ended August 31, 2021~~

	Three Months May 31,
	2022			2021
Gross sales	$	6,607,100		$	6,855,900
Less discounts and allowances		(3,465,700	)		(3,668,400	)
Transportation revenue		2,700			3,500
Net revenues		3,144,100			3,191,000

Cost of goods sold		1,689,500			1,780,000
Gross margin		1,454,600			1,411,000

Total operating expenses		704,800			549,400

Operating income	$	749,800		$	861,600

Our Publishing division’s net revenues ~~increased $1.2~~decreased slightly by $0.1 million, or ~~52.2%~~3.1%, to ~~$3.5~~$3.1 million during the three-month period ended ~~August~~May 31, ~~2021,~~2022, from ~~$2.3~~$3.2 million reported in the same period a year ~~ago. Many Publishing customers began to reopen in~~ago, with sales orders remaining consistent between the ~~latter half of fiscal year 2021 after closing in the first quarter of fiscal year 2021 due to the COVID-19 pandemic.~~periods.

Gross margin increased ~~$0.4~~slightly by $0.1 million, or ~~33.3%~~7.1%, to ~~$1.6~~$1.5 million during the three-month period ended ~~August~~May 31, ~~2021,~~2022, from ~~$1.2~~$1.4 million reported in the same quarter a year ago, ~~primarily due to the increase in net revenues.~~with consistent sales. Gross margin as a percentage of net revenues ~~decreased~~increased to ~~46.4%~~46.3% during the three-month period ended ~~August~~May 31, ~~2021,~~2022, from ~~49.5%~~44.2% reported in the same quarter a year ago. Gross margin as a percentage of net revenues fluctuates primarily from the different discount levels offered to customers as well as changes in the mix of products sold between Kane Miller and Usborne.

~~Table of Contents~~

Total operating expenses of the Publishing segment increased $0.2 million, or ~~50.0%~~40.0%, to ~~$0.6~~$0.7 million, from ~~$0.4~~$0.5 million, during the three-month periods ended ~~August~~May 31, 2022 and 2021, respectively. This change was due to an increase of $0.1 million in payroll expenses from our acquisition of Learning Wrap-Ups in December 2021 and ~~2020, primarily as~~ a ~~result of increased freight expenses from an~~$0.1 million increase in ~~sales.~~other various expenses.

Operating income of the Publishing segment ~~increased $0.3~~decreased $0.2 million, or ~~42.9%~~22.2%, to ~~$1.0~~$0.7 million from ~~$0.7~~$0.9 million for the three-month periods ended ~~August~~May 31, 2022 and 2021, ~~and 2020,~~respectively. This change is primarily driven by the increase in ~~net revenues.~~

~~Publishing Operating Results for the Six Months Ended August 31, 2021~~

Our Publishing division’s net revenues increased $3.0 million, or 81.1%, to $6.7 million during the six-month period ended August 31, 2021, from $3.7 million reported in the same period a year ago. The increase in sales resulted from temporary store closures impacted by the COVID-19 pandemic in fiscal year 2021. Many Publishing customers temporarily closed during the first quarter of fiscal year 2021, following the guidance from their local authorities to slow the spread of the pandemic, and began reopening at varying times in the latter half of fiscal year 2021.

Gross margin increased $1.2 million, or 66.7%, to $3.0 million during the six-month period ended August 31, 2021, from $1.8 million reported in the same period a year ago, primarily due to the increase in net revenues. Gross margin as a percentage of net revenues decreased to 45.4%, during the six-month period ended August 31, 2021, from 49.1% reported in the same period a year ago. The decrease in gross margin percentage results primarily from a change in our ~~customer mix. Customers receive varying discounts due to sales volumes and contract terms.~~

~~Total~~ operating expenses of the Publishing segment increased $0.5 million, or 71.4%, to $1.2 million during the six-month period ended August 31, 2021, from $0.7 million reported in the same period a year ago, resulting from a $0.3 million increase in postage and freight from an increase in sales volumes and a $0.2 million increase in sales commissions from an increase in sales volumes.

Operating income of the Publishing segment increased $0.7 million, or 63.6%, to $1.8 million during the six-month period ended August 31, 2021 when compared to $1.1 million reported in the same period a year ago, due primarily to the increase in net revenues.

expenses.

1815

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Liquidity and Capital Resources

EDC has a history of profitability and positive cash flow. We typically fund our operations from the cash we generate. We also use available cash to pay down outstanding bank loan balances, to pay for capital expenditures, to pay dividends, and to acquire treasury stock. We have utilized a bank credit facility and other term loan borrowings to meet our short-term cash needs, as well as fund capital expenditures, when necessary.

During the first ~~six~~three months of fiscal year ~~2022,~~2023, we experienced cash outflows from operations of ~~$12,422,100.~~$2,197,000. These cash outflows resulted from:

●net earnings of ~~$5,336,300~~$215,800

Adjusted for:

●depreciation expense of ~~$924,200~~$599,600

●share-based compensation expense of ~~$523,300~~$261,600

●~~provision for inventory valuation allowance~~deferred income taxes of ~~$120,000~~

~~●provision for doubtful accounts of $61,600~~ $1,400

Offset by:

●provision for doubtful accounts of $63,600

Positively impacted by:

●decrease in inventories, net of $3,057,800

●increase in deferred revenues of $1,036,400

●increase in income taxes payable of ~~$48,500~~$37,200

Negatively impacted by:

●~~increase~~decrease in ~~inventories, net~~accounts payable of ~~$13,223,100~~$5,699,000

●decrease in accrued salaries and commissions, and other liabilities of ~~$4,076,900~~

~~●decrease in deferred revenues of $1,162,700~~$1,472,300

●increase in accounts receivable of ~~$609,300~~$140,500

●increase in prepaid expenses and other assets of ~~$158,200~~

~~●decrease in accounts payable of $104,700~~

~~●decrease in income taxes payable of $4,100~~$31,400

Cash used in investing activities was ~~$3,210,200~~$108,800 for capital expenditures, ~~which were comprised of $2,849,700 in equipment purchased to increase our daily shipping capacity, $280,500 in~~primarily for software upgrades to our proprietary systems that our UBAM consultants use to monitor their business and place customer ~~orders and $80,000 in building and building improvements.~~orders.

Cash provided by financing activities was ~~$14,741,300,~~$3,364,000, which was comprised of ~~proceeds from term debt~~cash received in treasury stock transactions of ~~$5,244,700,~~$63,400 and net borrowings under the line of credit of ~~$11,408,500 and net cash received in treasury stock transactions of $92,400,~~$4,785,400, offset by payments of ~~$1,698,500~~$870,700 for dividends and payments on term debt of ~~$305,800.~~$614,100.

During fiscal year ~~2022,~~2023, we continue to expect the cash generated from our operations and cash available through our line of credit with our Bank will provide us the liquidity we need to support ongoing operations. Cash generated from operations will be used to ~~increase~~purchase inventory ~~by expanding~~in order to expand our product offerings and to liquidate existing ~~debt, and any~~debt. Any excess cash is expected to be distributed to our shareholders.

~~On February 15, 2021, the Company executed the~~We have an Amended and Restated Loan Agreement with MidFirst Bank executed on February 15, 2021 which replaced the prior loan agreement and includes multiple loans. Term Loan #1 Tranche A (“Term Loan #1”), originally totaling $13.4 million, was part of the prior loan agreement. Term Loan #1 ~~had~~has a fixed interest rate of ~~4.23%~~3.12%, with principal and interest payable monthly and a stated maturity date of December 1, 2025. Term Loan #1 is secured by the primary office, warehouse and land. Term Loan #1 was amended on April 1, 2021 by executing the First Amendment to the Loan Agreement which reduced the fixed interest rate to 3.12% and removed the prepayment premium from the Loan Agreement. The outstanding borrowings on Term Loan #1 were ~~$10.7~~$10.2 million and ~~$11.0~~$10.3 million as of ~~August~~May 31, ~~2021~~2022 and February 28, ~~2021,~~2022, respectively.

Table of Contents

In addition, the Amended and Restated Loan Agreement provides a $6.0 million Advancing Term Loan #1 to be used to finance planned equipment purchases. The Advancing Term Loan #1 required interest-only payments through July 15, 2021, at which time it was converted to a 60-month amortizing term loan maturing July 15, 2026. The Advancing Term Loan #1 accrues interest at the Bank-adjusted ~~LIBOR Index~~Secured Overnight Financing Rate (“SOFR”) plus a tiered pricing rate based on the Company’s Adjusted Funded Debt to EBITDA Ratio, with a minimum rate of ~~2.75%~~3.00%. Our borrowings outstanding under the Advancing Term Loan #1 at ~~August~~May 31, ~~2021~~2022 were ~~$5.2~~$4.6 million.

~~Table of Contents~~

The Amended and Restated Loan Agreement also provides a $20.0 million revolving loan (“line of credit”) through ~~August 15, 2022~~April 11, 2023 with interest payable monthly at the Bank-adjusted ~~LIBOR Index~~SOFR plus a tiered pricing rate based on the Company’s Adjusted Funded Debt to EBITDA Ratio, with a minimum rate of ~~2.75%~~3.00% (the effective rate was 4.02% at May 31, 2022). ~~On July 16, 2021, the Company executed the Second Amendment to the Loan Agreement which~~The line of credit was temporarily increased ~~the Maximum Revolving Principal Amount~~ from ~~$15.0~~$20.0 million to $25.0 million with the execution of the Fifth Amendment. The temporary increase period began on April 11, 2022 and ends on September 15, 2022, at which time the maximum revolving principal will automatically revert back to $20.0 million. ~~On August 31, 2021, the Company executed the Third Amendment to the Loan Agreement which modified the advance rates used in the borrowing base certificate.~~ Our borrowings outstanding on our line of credit at ~~August~~May 31, ~~2021~~2022 and February 28, ~~2021~~2022 were ~~$16.7~~$22.5 million and ~~$5.2~~$17.7 million, respectively. Available credit under the revolving line of credit was approximately ~~$3.3~~$0.6 million and ~~$9.6~~$2.3 million at ~~August~~May 31, ~~2021~~2022 and February 28, 2022, respectively.

Advancing Term Loan #2 was executed on November 19, 2021 ~~respectively.~~in the principal amount of $10.0 million and is a 120-month amortizing loan maturing November 19, 2031. Advancing Term Loan #2 accrues interest at the Bank-adjusted SOFR plus a tiered pricing rate based on the Company’s Adjusted Funded Debt to EBITDA Ratio, with a minimum rate of 3.00% (the effective rate was 4.02% at May 31, 2022). Our borrowings outstanding under the Advancing Term Loan #2 at May 31, 2022 were $9.7 million.

The Amended and Restated Loan Agreement also contains a provision for our use of the Bank’s letters of credit. The Bank agrees to issue or obtain issuance of commercial or stand-by letters of credit provided that the sum of the line of credit plus the letters of credit issued would not exceed the borrowing base in effect at the time. As of ~~August~~May 31, ~~2021,~~2022, we had no letters of credit outstanding. The agreement contains provisions that require us to maintain specified financial ratios, place limitations on additional debt with other banks, limit the amounts of dividends declared and limits the number of shares that can be repurchased using funding from the line of credit.

The following table reflects aggregate future maturities of long-term debt during the next five fiscal years and thereafter as follows:

Years ending February 28 (29),
2022	$	816,900
2023		1,658,800	$	1,878,900
2024		1,678,300		2,567,300
2025		1,697,700		2,622,300
2026		9,546,400		10,469,300
2027				1,517,700
Thereafter		525,500		5,329,200
Total	$	15,923,600	$	24,384,700

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States(“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to our valuation of inventory, allowance for uncollectible accounts receivable, allowance for sales returns, long-lived assets and deferred income taxes. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may materially differ from these estimates under different assumptions or conditions. Historically, however, actual results have not differed materially from those determined using required estimates. Our significant accounting policies are described in the notes accompanying the financial statements included elsewhere in this report. However, we consider the following accounting policies to be more significantly dependent on the use of estimates and assumptions.

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Revenue Recognition

Sales associated with product orders are recognized and recorded when products are shipped. Products are shipped FOB shipping point. UBAM’s sales are generally paid at the time the product is ordered. Sales which have been paid for but not shipped are classified as deferred revenue on the balance sheet. Sales associated with consignment inventory are recognized when reported and payment associated with the sale has been remitted. Transportation revenue represents the amount billed to the customer for shipping the product and is recorded when the product is shipped.

Estimated allowances for sales returns are recorded as sales are recognized. Management uses a moving average calculation to estimate the allowance for sales returns. We are not responsible for product damaged in transit. Damaged returns are primarily received from the retail stores of our Publishing division. Those damages occur in the stores, not in shipping to the stores, and we typically do not offer credit for damaged returns. It is industry practice to accept non-damaged returns from retail customers. Management has estimated and included a reserve for sales returns of $0.2 million as of ~~August~~May 31, ~~2021~~2022 and February 28, ~~2021.~~ 2022.

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Allowance for Doubtful Accounts

We maintain an allowance for estimated losses resulting from the inability of our customers to make required payments and a reserve for vendor share markdowns, when applicable (collectively “allowance for doubtful accounts”). An estimate of uncollectible amounts is made by management based upon historical bad debts, current customer receivable balances, age of customer receivable balances, customers’ financial conditions and current economic trends. Management has estimated and included an allowance for doubtful accounts of ~~$0.4 million at August 31, 2021, and~~ $0.3 million at ~~February 28, 2021. Included within this allowance is $0.1 million of reserve for vendor discounts to sell remaining inventory as of August~~May 31, ~~2021~~2022 and February 28, ~~2021.~~ 2022.

Inventory

Our inventory contains over 2,000 titles, each with different sell through rates depending upon the nature and popularity of the title. We maintain very few titles that are topical in nature. As such, the majority of the titles we sell remain current in content for several years. Most of our products are printed in China, Europe, Singapore, India, Malaysia and Dubai resulting in a ~~four-~~six to ~~six-month~~eight-month lead-time to have a title printed and delivered to us.

Certain inventory is maintained in a noncurrent classification. Management continually estimates and calculates the amount of noncurrent inventory. Noncurrent inventory arises due to occasional purchases of titles in quantities in excess of what will be sold within the normal operating cycle, due to minimum order requirements of our suppliers. Noncurrent inventory was estimated by management using the current year turnover ratio by title. Inventory in excess of 2½ years of anticipated sales is classified as noncurrent inventory. These inventory quantities have additional exposure ~~of becoming out of date,~~for storage damages and related issues, and therefore have higher obsolescence reserves. Noncurrent inventory balances prior to valuation allowances were ~~$1.1~~$4.3 million and ~~$0.9~~$2.4 million at ~~August~~May 31, ~~2021~~2022 and February 28, ~~2021,~~2022, respectively. Noncurrent inventory valuation allowances were ~~$0.3 million and $0.2~~$0.4 million at ~~August~~May 31, ~~2021~~2022 and February 28, ~~2021, respectively.~~2022.

Our principal supplier, based in England, generally requires a minimum ~~re-order~~reorder of 6,500 or more of a title in order to get a solo print run. Smaller orders would require a shared print run with the supplier’s other customers, which can result in lengthy delays to receive the ordered title. Anticipating customer preferences and purchasing habits requires historical analysis of similar titles in the same series. We then place the initial order or ~~re-order~~reorder based upon this analysis. These factors and historical analysis have led our management to determine that 2½ years represents a reasonable estimate of the normal operating cycle for our products.

Consultants that meet certain eligibility requirements may request and receive inventory on consignment. We believe allowing our consultants to have consignment inventory greatly increases their ability to be successful in making effective presentations at home shows, book fairs and other events; in summary, having consignment inventory leads to additional sales opportunities. Approximately ~~4.8%~~7.1% of our active consultants have maintained consignment inventory at the end of the ~~second~~first quarter of fiscal ~~2022.~~2023. Consignment inventory is stated at cost, less an estimated reserve for consignment inventory that is not expected to be sold or returned to the Company. The total cost of inventory on consignment with consultants was $1.2 million and ~~$1.1~~$1.4 million at ~~August~~May 31, ~~2021~~2022 and February 28, ~~2021,~~2022, respectively.

Inventories are presented net of a valuation allowance, which includes reserves for inventory obsolescence and reserves for consigned inventory that is not expected to be sold or returned to the Company. Management estimates the inventory obsolescence allowance for both current and noncurrent inventory, which is based on management’s identification of slow-moving inventory. Management has estimated a valuation allowance for both current and noncurrent inventory, including the reserve for consigned inventory, of $0.8 million and ~~$0.7~~$0.9 million at ~~August~~May 31, ~~2021~~2022 and February 28, ~~2021,~~2022, respectively.

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Share-Based Compensation

We account for share-based compensation whereby share-based payment transactions with employees, such as stock options and restricted stock, are measured at estimated fair value at the date of grant. For awards subject to service conditions, compensation expense is recognized over the vesting period on a straight-line basis. Awards subject to performance conditions are attributed separately for each vesting tranche of the award and are recognized ratably from the service inception date to the vesting date for each tranche. Forfeitures are recognized when they occur. Any cash dividends declared after the restricted stock award is issued, but before the vesting period is completed, will be reinvested in Company shares at the opening trading price on the dividend payment date. Shares purchased with cash dividends will also retain the same restrictions until the completion of the original vesting period associated with the awarded shares.

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The restricted share awards under the 2019 Long-Term Incentive Plan (“2019 LTI Plan”) and 2022 Long-Term Incentive Plan (“2022 LTI Plan”) contain both service and performance conditions. The Company recognizes share-based compensation expense only for the portion of the restricted share awards that are considered probable of vesting. Shares are considered granted, and the service inception date begins, when a mutual understanding of the key terms and conditions between the Company and the employees have been established. The fair value of these awards is determined based on the closing price of the shares on the grant date. The probability of restricted share awards granted with future performance conditions is evaluated at each reporting period and compensation expense is adjusted based on the probability assessment.

During the first ~~six~~three months of fiscal year ~~2022,~~2023, the Company recognized ~~$0.5~~$0.3 million of compensation expense associated with the shares granted.

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Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

Item 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We performed an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. This evaluation was conducted under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer and Corporate Secretary (Principal Financial and Accounting Officer).

Based on that evaluation, these officers concluded that our disclosure controls and procedures were designed and were effective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is accumulated and communicated to them, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized, and reported in accordance with the time periods specified in SEC rules and forms. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events.

Changes in Internal Control over Financial Reporting

During the ~~second~~first quarter of the fiscal year covered by this report on Form 10-Q, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.LEGAL PROCEEDINGS

Not applicable.

Item 1A.RISK FACTORS

Not required by smaller reporting company.

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

Period	Total # of Shares Purchased		Average Price Paid per Share		Total # of Shares Purchased as Part of Publicly Announced Plan (1)		Maximum # of Shares that may be Repurchased under the Plan (1)

~~June~~March 1 - ~~30, 2021~~31, 2022		-	$	-		-		514,594
~~July~~April 1 - ~~31, 2021~~30, 2022		-		-		-		514,594
~~August~~May 1 - 31, ~~2021~~2022		-		-		-		514,594
Total		-	$	-		-

(1)

On February 4, 2019 the Board of Directors approved a new stock repurchase plan, replacing the former 2008 stock repurchase plan. The maximum number of shares which can be purchased under the new plan is 800,000. Amounts in the table reflect the remaining number of shares available to be repurchased. This plan has no expiration date.

Item 3.DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Item 4.MINE SAFETY DISCLOSURES

None.

Item 5.OTHER INFORMATION

None.

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Item 6.EXHIBITS

3.13.1		Restated Certificate of Incorporation dated April 26, 1968 and Certificate of Amendment thereto dated June 21, 1968 are incorporated herein by reference to Exhibit 1 to Registration Statement on Form 10-K (File No. 0-04957).

3.23.2		Certificate of Amendment of Restated Certificate of Incorporation dated August 27, 1977 is incorporated herein by reference to Exhibit 20.1 to Form 10-K for fiscal year ended February 28, 1981 (File No. 0-04957).

3.33.3		By-Laws, as amended, are incorporated herein by reference to Exhibit 20.2. to Form 10-K for fiscal year ended February 28, 1981 (File No. 0-04957).

3.43.4		Certificate of Amendment of Restated Certificate of Incorporation dated November 17, 1986 is incorporated herein by reference to Exhibit 3.3 to Form 10-K for fiscal year ended February 28, 1987 (File No. 0-04957).

3.5		Certificate of Amendment of Restated Certificate of Incorporation dated March 22, 1996 is incorporated herein by reference to Exhibit 3.4 to Form 10-K for fiscal year ended February 28, 1997 (File No. 0-04957).

3.6		Certificate of Amendment of Restated Certificate of Incorporation dated July 15, 2002 is incorporated herein by reference to Exhibit 10.30 to Form 10-K dated February 28, 2003 (File No. 0-04957).

3.7		Certificate of Amendment of Restated Certificate of Incorporation dated August 15, 2018 is incorporated herein by reference to Exhibit 3.1 to Form 8-K dated August 21, 2018 (File No. 0-04957).

**10.1		~~Second~~Fifth Amendment to the Amended and Restated Loan Agreement, dated ~~July 16, 2021~~April 11, 2022 by and between the Company and MidFirst Bank, Tulsa, ~~OK.~~OK is incorporated herein by reference to Exhibit 10.14 to form 10-K dated February 28, 2022 (File No. 0-04957).

10.2†		Usborne Distribution Agreement dated May 16, 2022 by and between the Company and Usborne Publishing Limited, London, England.

31.1***10.2		~~Third Amendment to the Amended and Restated Loan Agreement, dated August 31, 2021 by and between the Company and MidFirst Bank, Tulsa, OK.~~

**31.1		Certification of the Chief Executive Officer of Educational Development Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2***31.2		Certification of Chief Financial Officer and Corporate Secretary ~~(Principal Financial and Accounting Officer)~~ of Educational Development Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1***32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Paper Filed

**Filed Herewith

† Filed Herewith – Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10).

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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.


	EDUCATIONAL DEVELOPMENT CORPORATION (Registrant)


Date: ~~October~~July 7, ~~2021~~2022	By	/s/ Craig M. White ��
		President and Chief Executive Officer (Principal Executive Officer)

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iso4217:USD xbrli:shares

	Three Months Ended August 31,				Six Months Ended August 31,
	2021		2020		2021		2020

Share-based compensation expense	$	261,700	$	216,200	$	523,300	$	385,200