1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2001. [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ____________. Commission file number: 0-4957 EDUCATIONAL DEVELOPMENT CORPORATION (Exact name of registrant as specified in its charter) Delaware 73-0750007 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10302 East 55th Place, Tulsa Oklahoma 74146-6515 (Address of principal executive offices) Registrant's telephone number: (918) 622-4522 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 X No ---- ---- As of May 31, 2001 there were 3,908,000 shares of Educational Development Corporation Common Stock, $0.20 par value outstanding. 2 EDUCATIONAL DEVELOPMENT CORPORATION PART I. FINANCIAL INFORMATION ITEM 1 BALANCE SHEETS May 31, 2001 February 28, (unaudited) 2001 ------------ ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 138,600 $ 268,300 Accounts receivable - (less allowances for doubtful accounts and returns: 5/31/01 - $180,600 2/28/01 - $224,300) 2,258,300 1,478,400 Inventories - Net 7,946,800 9,211,900 Prepaid expenses and other assets 270,500 247,100 Income tax receivable -- 72,600 Deferred income taxes 75,000 97,800 ------------ ------------ Total current assets 10,689,200 11,376,100 INVENTORIES - Net 945,000 1,005,000 PROPERTY AND EQUIPMENT at cost (less accumulated depreciation: 05/31/01 - $1,394,900; 2/28/01 - $1,390,100) 110,900 84,200 DEFERRED INCOME TAXES 29,100 6,300 ------------ ------------ $ 11,774,200 $ 12,471,600 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Note payable to bank $ 627,000 $ 1,084,000 Accounts payable 1,000,900 1,703,100 Accrued salaries and commissions 301,500 325,700 Income tax payable 136,400 -- Dividends payable 78,200 -- Other current liabilities 109,700 118,700 ------------ ------------ Total current liabilities 2,253,700 3,231,500 DEFERRED INCOME TAXES 24,300 24,300 COMMITMENTS SHAREHOLDERS' EQUITY: Common Stock, $.20 par value (Authorized 6,000,000 shares; Issued 5,429,240 shares; Outstanding 3,908,000 and 3,911,400 shares) 1,085,800 1,085,800 Capital in excess of par value 4,413,600 4,413,600 Retained earnings 8,561,900 8,270,600 ------------ ------------ 14,061,300 13,770,000 Less treasury shares, at cost (4,565,100) (4,554,200) ------------ ------------ 9,496,200 9,215,800 ------------ ------------ $ 11,774,200 $ 12,471,600 ============ ============ See notes to financial statements. 2 3 EDUCATIONAL DEVELOPMENT CORPORATION STATEMENTS OF EARNINGS (UNAUDITED) Three Months Ended May 31 ------------------------------- 2001 2000 ------------ ------------ GROSS SALES $ 7,283,800 $ 6,742,000 Less discounts & allowances (2,483,200) (2,491,600) ------------ ------------ Net sales 4,800,600 4,250,400 COST OF SALES 1,972,800 1,797,400 ------------ ------------ Gross margin 2,827,800 2,453,000 ------------ ------------ OPERATING EXPENSES: Operating & selling 832,600 760,300 Sales commissions 1,033,000 805,600 General & administrative 354,200 420,200 Interest 16,000 34,000 ------------ ------------ 2,235,800 2,020,100 ------------ ------------ OTHER INCOME 6,600 14,600 ------------ ------------ EARNINGS BEFORE INCOME TAXES 598,600 447,500 INCOME TAXES 229,100 171,400 ------------ ------------ NET EARNINGS $ 369,500 $ 276,100 ============ ============ BASIC AND DILUTED EARNINGS PER SHARE $ .09 $ .07 ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON AND EQUIVALENT SHARES OUTSTANDING: Basic 3,914,707 4,069,128 ============ ============ Diluted 4,006,222 4,121,164 ============ ============ DIVIDENDS DECLARED PER COMMON SHARE $ .02 $ .02 ============ ============ See notes to financial statements. 3 4 EDUCATIONAL DEVELOPMENT CORPORATION STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) Common Stock (par value $.20 per share) Treasury Stock -------------------------- -------------- Number of Capital in Number Shares Excess of Retained of Shareholders' Issued Amount Par Value Earnings Shares Amount Equity ----------- ----------- ----------- ----------- ----------- ----------- ------------- BALANCE, MAR. 1, 2001 5,429,240 $ 1,085,800 $ 4,413,600 $ 8,270,600 1,517,840 $(4,554,200) $ 9,215,800 Purchases of treasury stock -- -- -- -- 10,400 (31,900) (31,900) Sales of treasury stock -- -- -- -- (7,000) 21,000 21,000 Dividends declared -- -- -- (78,200) -- -- (78,200) Net earnings -- -- -- 369,500 -- -- 369,500 ----------- ----------- ----------- ----------- ----------- ----------- ----------- BALANCE, MAY 31, 2001 5,429,240 $ 1,085,800 $ 4,413,600 $ 8,561,900 1,521,240 $(4,565,100) $ 9,496,200 =========== =========== =========== =========== =========== =========== =========== See notes to financial statements. 4 5 EDUCATIONAL DEVELOPMENT CORPORATION STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended May 31 ---------------------------- 2001 2000 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES $ 379,300 $ 280,900 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (41,100) (600) ----------- ----------- Net cash used in investing activities (41,100) (600) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings under revolving credit agreement 1,399,000 1,865,000 Payments under revolving credit agreement (1,856,000) (1,609,000) Cash received from sales of treasury stock 21,000 -- Cash paid to acquire treasury stock (31,900) (561,500) ----------- ----------- Net cash used in financing activities (467,900) (305,500) ----------- ----------- Net Decrease in Cash and Cash Equivalents (129,700) (25,200) Cash and Cash Equivalents, Beginning of Period 268,300 214,300 ----------- ----------- Cash and Cash Equivalents, End of Period $ 138,600 $ 189,100 =========== =========== Supplemental Disclosure of Cash Flow Information: Cash paid for interest $ 17,600 $ 27,900 =========== =========== Cash paid for income taxes $ 20,000 $ 45,000 =========== =========== Supplemental Disclosure of Non Cash Operating Activities: Dividends declared $ 78,200 $ 79,000 =========== =========== See notes to financial statements. 5 6 EDUCATIONAL DEVELOPMENT CORPORATION NOTES TO FINANCIAL STATEMENTS Note 1 - The information shown with respect to the three months ended May 31, 2001 and 2000, which is unaudited, includes all adjustments which in the opinion of Management are considered to be necessary for a fair presentation of earnings for such periods. There were no adjustments, other than normal recurring accruals, entering into the determination of the results shown except as noted in this report. The results of operations for the three months ended May 31, 2001 and 2000, respectively, are not necessarily indicative of the results to be expected at year end due to seasonality of the product sales. These financial statements and notes are prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and should be read in conjunction with the Financial Statements and accompanying notes contained in the Company's Annual Report to Shareholders for the Fiscal Year ended February 28, 2001. Note 2 - Effective June 30, 2000 the Company signed a First Amendment to the Credit and Security Agreement with State Bank which provides a $3,500,000 line of credit. This line of credit is evidenced by a promissory note in the amount of $3,500,000 payable June 30, 2001. This note bears interest at the Wall Street Journal prime floating rate minus 0.25% payable monthly (6.75% at May 31, 2001). The note is collateralized by substantially all the assets of the Company. Available credit under the revolving credit agreement was $2,873,000 at May 31, 2001. Effective June 30, 2001 the Company signed a Second Amendment to the Credit and Security Agreement with State Bank which provides a $3,500,000 line of credit. This line of credit is evidenced by a promissory note in the amount of $3,500,000 payable June 30, 2002. This note bears interest at the Wall Street Journal prime floating rate minus 0.25% payable monthly. The note is collateralized by substantially all the assets of the Company. Note 3 - Inventories consist of the following: May 31, 2001 February 28, 2001 ------------ ----------------- Current: Book Inventory $ 7,993,200 $ 9,258,300 Reserve for Obsolescence (46,400) (46,400) ----------- ----------- Inventories net - current $ 7,946,800 $ 9,211,900 =========== =========== Non-current: Book Inventory $ 1,051,600 $ 1,051,600 Reserve for Obsolescence (106,600) (46,600) ----------- ----------- Inventories - non-current $ 945,000 $ 1,005,000 =========== =========== The Company occasionally purchases book inventory in quantities in excess of what will be sold within the normal operating cycle due to minimum order requirements of the Company's primary supplier. These amounts are included in non-current inventory. Note 4 - Basic earnings per share ("EPS") is computed by dividing net earnings by the weighted average number of common shares outstanding during the period. Diluted EPS is based on the combined weighted average number of common shares outstanding and dilutive potential common shares issuable which include, where appropriate, the assumed exercise of options. In computing diluted EPS the Company has utilized the treasury stock method. 6 7 EDUCATIONAL DEVELOPMENT CORPORATION The computation of weighted average common and common equivalent shares used in the calculation of basic and diluted earnings per share ("EPS") is shown below. Three Months Ended May 31, ----------------------------- 2001 2000 ------------ ------------ Net Earnings $ 369,500 $ 276,100 ============ ============ Basic EPS: Weighted Average Shares Outstanding 3,914,707 4,069,128 ============ ============ Basic EPS $ .09 $ .07 ============ ============ Diluted EPS: Weighted Average Shares Outstanding 3,914,707 4,069,128 Assumed Exercise of Options 91,515 52,036 ------------ ------------ Shares Applicable to Diluted Earnings 4,006,222 4,121,164 ============ ============ Diluted EPS $ .09 $ .07 ============ ============ Since March 1, 1998, when the Company began its stock repurchase program, 1,550,571 shares of the Company's common stock at a total cost of $4,681,400 have been acquired. The Board of Directors has authorized purchasing up to 2,000,000 shares as market conditions warrant. ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain statements contained in this Management Discussion and Analysis are not based on historical facts, but are forward-looking statements that are based upon numerous assumptions about future conditions that may ultimately prove to be inaccurate. Actual events and results may materially differ from anticipated results described in such statements. The Company's ability to achieve such results is subject to certain risks and uncertainties. Such risks and uncertainties include but are not limited to, product prices, continued availability of capital and financing, and other factors affecting the Company's business that may be beyond its control. FINANCIAL CONDITION The financial condition of the Company remains strong. Working capital at May 31, 2001 was $8,435,500 compared with $8,144,600 at the end of fiscal year 2001. Accounts receivable increased 43.2% during the first quarter of fiscal year 2002. Several sizable orders were received during the first quarter of fiscal year 2002 with payment due during the second quarter, resulting in the increase in accounts receivable. Inventory levels declined 12.3% during the first quarter of fiscal year 2002. The level of inventory will fluctuate depending upon sales and the timing of shipments from the Company's principal supplier. The Company continuously monitors inventory to assure it has adequate supplies on hand to meet sales requirements. Accounts payable decreased 41.2% during the first quarter of fiscal year 2002. A major component of accounts payable is the amount due to the Company's principal supplier. Increases and decreases in inventory levels as well as the timing of the purchases and the payment terms offered by various suppliers affect the levels of accounts payable. The note payable to the bank decreased 42.2% during the first quarter of fiscal year 2002. Increased sales in the Home Business Division, which are primarily cash sales, contributed to the decrease in the note payable to the bank. Pre-tax margins were 12.5% for the first quarter ended May 31, 2001 compared with 10.5% for the first quarter ended May 31, 2000. Increased sales and lower sales discounts during the current quarter contributed to the improved pre-tax margins. RESULTS OF OPERATIONS Revenues - Net sales from the Home Business Division increased 28.7% to $2,803,500 for the first quarter of fiscal year 2002 when compared with $2,178,700 for the same quarter last year. The Company attributes this to an increase in new sales consultants and the retention of existing sales consultants. The Company continues to offer new and exciting incentive programs, travel contests and regional seminars to help stimulate sales and recruiting. The Company continues to offer its leadership skills program for the supervisors. This training program is designed to help supervisors build their business. Management is encouraged by the results in the Home Business Division and believes it will continue. 7 8 EDUCATIONAL DEVELOPMENT CORPORATION Net sales from the Publishing Division were $1,997,100 for the three months ended May 31, 2001, a decrease of 3.6% when compared with net sales of $2,071,700 for the same three month period a year ago. The juvenile paperback market is highly competitive. Industry sales last year were $753 million annually. The Publishing Division's annual sales are approximately 1% of industry sales. Competitive factors include product quality, price and deliverability. National chains continue to dominate the bookstore market. The Company has taken a very aggressive approach towards increasing sales in this market segment by the use of cooperative advertising, joint promotional efforts and institutional advertising in trade publications. Management believes that the Publishing Division can maintain its 1% market share. Operating Expenses - The Company's cost of sales was $1,972,800 for the three months ended May 31, 2001, an increase of 9.8% over the cost of sales of $1,797,400 for the same three months ended May 31, 2000. Cost of sales expressed as a percentage of gross sales was 27.1% for the first quarter of fiscal year 2002 and 26.7% for the first quarter of fiscal year 2001. Cost of sales as a percentage of gross sales will fluctuate depending upon the product mix sold. Operating and selling expenses were $832,600 for the quarter ended May 31, 2001 and $760,300 for the quarter ended May 31, 2000, an increase of 9.5%. These expenses expressed as a percentage of gross sales were 11.4% and 11.3% respectively, for the quarters ended May 31, 2001 and 2000. Increases in travel costs in both the Publishing Division and the Home Business Division contributed to the increase in operating and selling expenses. Increased credit card fees in the Home Business Division, the result of increased sales, also contributed to the increase in selling and operating expenses. Sales commissions increased 28.2% to $1,033,000 during the first three months ended May 31, 2001 when compared with $805,600 for the three months ended May 31, 2000. These costs expressed as a percentage of gross sales were 14.2% for the three months ended May 31, 2001 and 12.0% for the three months ended May 31, 2000. Sales commissions as a percentage of gross sales is determined by the product mix sold and the division which makes the sale. Commission expense in the Publishing Division declined 2.8% during the three months ended May 31, 2001, the results of lower sales in that division. Commission expense in the Home Business Division increased 29.5% for the three months ended May 31, 2001, the result of increased sales in that division. General and administrative costs were $354,200 for the first quarter of fiscal year 2002 and $420,200 for the first quarter of fiscal year 2001, a decrease of 15.7%. General and administrative costs expressed as a percentage of gross sales were 4.9% for the first quarter of the current fiscal year and 6.2% for the same quarter a year ago. A decrease in depreciation expense contributed to the decrease in general and administrative expenses for the first quarter of fiscal year 2002. Interest expense was $16,000 for the three months ended May 31, 2001 versus $34,000 for the three months ended May 31, 2000, a decrease of 52.9%. As a percentage of gross sales, interest expense was 0.2% and 0.5% for the three month periods ending May 31, 2001 and 2000 respectively. Lower borrowings and lower interest rates contributed to the decrease in interest expense. BUSINESS SEGMENTS The Company has two reportable segments: Publishing and Usborne Books at Home ("UBAH"). 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. The Publishing Division markets its products to retail accounts, which include book, school supply, toy and gift stores and museums, through commissioned sales representatives, trade and specialty wholesalers and an internal telesales group. The UBAH Division markets its product line through a network of independent sales consultants through a combination of direct sales, home shows and book fairs. The accounting policies of the segments are the same as those of the Company. The Company evaluates segment performance based on operating profits of the segments which is defined as segment net sales reduced by direct cost of sales and direct expenses. Corporate expenses, including interest and depreciation, and income taxes are not allocated to the segments. The Company's assets are not allocated on a segment basis. 8 9 EDUCATIONAL DEVELOPMENT CORPORATION Information by industry segment for the three months ended May 31, 2001 and 2000 is set forth below: Publishing UBAH Other Total ------------ ------------ ------------ ------------ THREE MONTHS ENDED MAY 31, 2001 Net sales from external customers $ 1,997,100 $ 2,803,500 $ -- $ 4,800,600 Earnings before income taxes 751,900 605,200 (758,500) 598,600 THREE MONTHS ENDED MAY 31, 2000 Net sales from external customers $ 2,071,700 $ 2,178,700 $ -- $ 4,250,400 Earnings before income taxes 783,200 478,400 (814,100) 447,500 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company does not have any material market risk. PART II OTHER INFORMATION None 9 10 EDUCATIONAL DEVELOPMENT CORPORATION 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) By /s/ Randall W. White -------------------------- Randall W. White President Date: July 6, 2001 10