EDUCATIONAL DEVELOPMENT CORP
10QSB, 1995-07-17
MISCELLANEOUS NONDURABLE GOODS
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-QSB
 
(Mark One)
 
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934
 
     For the quarter ended May 31, 1995.
 
[ ]  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 small business issuer 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 #B, Tulsa Oklahoma 74146-6515
(Address of principal executive offices)

Issuer's telephone number: (918) 622-4522

          Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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, 1995 there were 2,258,247 shares of Educational Development
Corporation Common Stock, $0.20 par value outstanding.
<PAGE>
 
EDUCATIONAL DEVELOPMENT CORPORATION
- ----------------------------------------------------------------------------


PART I.  FINANCIAL INFORMATION
- ------------------------------

ITEM 1

BALANCE SHEETS (UNAUDITED)

<TABLE> 
<CAPTION> 
                                       May 31, 1995       February 28, 1995
                                       ------------       -----------------
<S>                                  <C>                  <C>  
ASSETS
 
  Cash and Cash Equivalents             $   142,000           $  328,900
  Accounts Receivable - (less
  allowances for doubtful accounts
  and returns:  5/31/95 - $218,000
  2/28/95 - $206,000)                     2,527,600            1,743,900
 
  Inventories (Note 3)                    6,771,500            6,588,800   
  Deferred Income Taxes (Note 1)            247,000              257,000   
  Prepaid Expenses                          132,100              169,300   
                                        -----------           ----------   
 
  Total Current Assets                    9,820,200            9,087,900
 
 
  Property, plant and equipment
  at cost (less accumulated
  depreciation:  05/31/95 - $365,300
  2/28/95 - $347,500)                       495,000              364,200
  Inventories (Note 3)                       80,900               80,900
  Other Assets (Note 4)                      83,800              132,400
                                        -----------           ---------- 
 
Total Assets                            $10,479,900           $9,665,400
                                        ===========           ==========
 
</TABLE>

                                       2
<PAGE>
 
EDUCATIONAL DEVELOPMENT CORPORATION
- ---------------------------------------------------------------------------


BALANCE SHEETS (UNAUDITED and continued)
<TABLE>
<CAPTION>
 
 
                                         May 31, 1995   February 28, 1995
                                        --------------  ------------------
<S>                                     <C>             <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
 
CURRENT LIABILITIES
 
  Current maturities of long-term
  obligations (Note 2)                    $   403,400          $    7,700
 
  Accounts payable                          1,790,900           3,004,300
 
  Accrued salaries, bonuses and
  commissions                                 151,400             171,700
 
  Accrued test scoring                         17,400              18,200
 
  Income taxes                                252,100              67,700
 
  Other current liabilities                   161,400             123,200
                                          -----------          ----------
 
  Total Current Liabilities                 2,776,600           3,392,800
 
LONG-TERM OBLIGATIONS                       2,000,000           1,000,000
 
SHAREHOLDERS' EQUITY
(Notes 5 and 6):
 
  Common Stock, par value of
  $0.20 per share (authorized
  3,000,000 shares; issued
  2,344,120 shares)                           468,800             468,800
 
  Capital in excess of par value            4,569,100           4,569,100
  Retained earnings                           740,400             309,700
                                          -----------          ----------
                                            5,778,300           5,347,600
 
LESS TREASURY SHARES AT COST
(85,873 shares)                               (75,000)            (75,000)
                                          -----------          ----------
TOTAL SHAREHOLDERS' EQUITY                  5,703,300           5,272,600
                                          -----------          ----------
 
TOTAL LIABILITIES & SHAREHOLDERS'
EQUITY                                    $10,479,900          $9,665,400
                                          ===========          ==========
</TABLE>

                                       3
<PAGE>
 
EDUCATIONAL DEVELOPMENT CORPORATION
- ---------------------------------------------------------------------------
STATEMENTS OF EARNINGS (UNAUDITED)
<TABLE>
<CAPTION>
 
                                        Three Months Ended May 31
                                       ---------------------------
                                           1995           1994
                                       -------------  ------------
<S>                                    <C>            <C>
 
Gross Sales                             $ 6,377,600   $ 4,528,500
Less Discounts & Allowances              (2,374,000)   (1,828,100)
                                        -----------   -----------
Net Sales                                 4,003,600     2,700,400
Cost of Sales                             1,689,800     1,240,500
                                        -----------   -----------
Gross Margin                              2,313,800     1,459,900
Operating & Selling Exp.                    672,200       481,800
Sales Commissions                           675,000       325,600
General & Admin. Exp.                       190,000       152,000
Interest Expense                             46,600         3,700
                                        -----------   -----------
Operating Income                            730,000       496,800
Other Income (Net)                              100           200
                                        -----------   -----------
 
Earnings Before Provision for
 Income Taxes                           $   730,100   $   497,000
Provision for Income Taxes (Note 1)        (299,400)     (185,400)
                                        -----------   -----------
Net Earnings                                430,700       311,600
                                        ===========   ===========
EARNINGS PER COMMON AND
COMMON EQUIVALENT SHARE

Primary and Fully Diluted               $       .16   $       .12
                                        ===========   ===========


WEIGHTED AVERAGE NUMBER OF
COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING:
Primary and fully diluted                 2,654,171     2,567,972
                                        ===========   ===========

</TABLE> 

                                       4
<PAGE>
 
EDUCATIONAL DEVELOPMENT CORPORATION
- -------------------------------------------------------------------------------

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
 
                                 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
                          -------------  -----------  ----------  ---------  ------  ----------  -------------
<S>                       <C>            <C>          <C>         <C>        <C>     <C>         <C>
BALANCE, MARCH 1, 1995        2,344,120     $468,800  $4,569,100   $309,700  85,873  $( 75,000)     $5,272,600
 
Net earnings                        ---          ---         ---    430,700     ---        ---         430,700
                          -------------  -----------  ----------   --------  ------  ---------      ----------
 
BALANCE, MAY 31, 1995         2,344,120     $468,800  $4,569,100   $740,400  85,873  $( 75,000)     $5,703,300
                          =============  ===========  ==========   ========  ======  =========      ==========
 
</TABLE>

                                       5
<PAGE>
 
EDUCATIONAL DEVELOPMENT CORPORATION
- ---------------------------------------------------------------------------

STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
 
                                                 Three Months Ended May 31
                                                ---------------------------
                                                    1995           1994
                                                -------------  ------------
<S>                                             <C>            <C>
 
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings                                 $    430,700    $  311,600
   Adjustments to reconcile net
    earnings to net cash provided
    by (used in) operating activities:
    Depreciation and amortization                     17,800        20,000
     Deferred income taxes                            10,000        (1,800)
     Provision for doubtful accounts
       and sales returns                             298,400       195,200
     Changes in assets and liabilities:
       Accounts receivable                        (1,082,100)     (354,100)
       Inventories                                  (182,700)       10,900
       Prepaid expenses                               37,200        35,700
       Other assets                                   48,600        10,400
       Accounts payable and accrued expenses      (1,196,300)     (106,200)
       Income taxes payable                          184,400        71,400
                                                ------------    ----------
 
         Total adjustments                        (1,864,700)     (118,500)
                                                ------------    ----------
 
         Net cash provided by (used in)
          operating activities                    (1,434,000)      193,100
                                                ------------    ----------
 
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment              (148,600)      (17,600)
                                                ------------    ----------
 
     Net cash used in investing activities          (148,600)      (17,600)
                                                ------------    ----------
 
CASH FLOWS FROM FINANCING ACTIVITIES:
   Borrowings under revolving credit
    agreement                                      2,700,000       550,000
   Payments under revolving credit
    agreement                                     (1,300,000)     (550,000)
   Principal payments on capital lease
    obligations                                       (4,300)       (9,700)
                                                ------------    ----------
 
     Net cash (used in) provided by
       financing activities                        1,395,700        (9,700)
                                                ------------   -----------
 
 
Net Increase (Decrease) in Cash and Cash
  Equivalents                                       (186,900)      165,800
Cash and Cash Equivalents, Beginning of
  Period                                             328,900        78,600
                                                ------------    ----------
Cash and Cash Equivalents, End of Period        $    142,000    $  244,400
                                                ============    ==========
 
Supplemental Disclosure of Cash Flow
  Information:
    Cash paid for interest                      $     29,300    $    3,900
                                                ============    ==========
    Cash paid for income taxes                  $    105,000    $  110,000
                                                ============    ==========
 
</TABLE>

                                       6
<PAGE>
 
EDUCATIONAL DEVELOPMENT CORPORATION
- -----------------------------------



NOTES TO FINANCIAL STATEMENTS

Note 1 - Deferred income taxes reflect the net tax effects of temporary
- ------                                                                 
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes, and operating
loss and tax credit carryforwards.  The tax effects of significant items
comprising the Company's net tax deferred asset as of May 31, 1995 and March 1,
1995 are as follows:

<TABLE>
<CAPTION>
 
                                                     May 31, 1995  March 1, 1995
                                                     ------------  -------------
<S>                                                  <C>           <C>
          Deferred tax assets:
             Expenses deducted on the cash
              basis for income tax purposes              $  6,800       $ 25,000
             Allowance for doubtful accounts
              and sales returns                            85,000         80,000
             Inventories                                  117,400        118,000
             Amortization of assets not currently
              deductible                                   51,400         48,000
                                                         --------       --------
                                                          260,600        271,000
          Deferred tax liability -
             Property and equipment                        13,600         14,000
                                                         --------       --------
 
          Net deferred tax asset                         $247,000       $257,000
                                                         ========       ========
</TABLE>

Management has determined that no valuation allowance is necessary to reduce the
value of deferred tax assets as it is more likely than not that such assets are
realizable.

The components of income tax expense are as follows:
<TABLE>
<CAPTION>
 
                                     THREE MONTHS ENDED
                                 May 31, 1995  May 31, 1994
                                 ------------  -------------
<S>                              <C>           <C>
          Income tax expense:
             Current                 $289,400      $187,200
             Deferred                  10,000        (1,800)
                                     --------      --------
                                     $299,400      $185,400
                                     ========      ========
 
</TABLE>

                                       7
<PAGE>
 
EDUCATIONAL DEVELOPMENT CORPORATION
- ------------------------------------------------------------------------


Note 2 - Effective June 30, 1994 the Company signed a Fourth Amendment to Credit
- ------                                                                          
and Security Agreement with State Bank which provides a $1,300,000 line of
credit. The line of credit is evidenced by a promissory note in the amount of
$1,300,000 payable June 30, 1995. The note bears interest at prime plus 1-1/2%,
payable monthly. The note is collateralized by substantially all of the assets
of the Company. During the first quarter of fiscal year 1996 this revolving
credit agreement was amended, increasing the line to $3,000,000. $1,000,000 of
the amended revolving credit agreement expires October 25, 1995 and the
remaining $2,000,000 expires June 30, 1996. The Company utilizes this line of
credit primarily to fund routine operations. Payments are made from current cash
flows. At May 31, 1995 the Company had available $600,000 under this credit
agreement.


Note 3 - Inventories consist of the following:
- ------                                        

<TABLE>
<CAPTION>
 
                                                      05/31/95      02/28/95
                                                    ----------    ----------
<S>                                                <C>           <C>
 
          Publishing Inventory                      $6,800,700    $6,616,800
          School Inventory                             352,800       354,000
                                                    ----------    ----------
                                                     7,153,500     6,970,800
 
          Reserve for Obsolescence                    (301,100)     (301,100)
                                                    ----------    ----------

                                                     6,852,400     6,669,700
 
          Less Noncurrent School Inventory             (80,900)      (80,900)
                                                    ----------    ----------
 
                                                    $6,771,500    $6,588,800
                                                    ==========    ==========
 
</TABLE> 

Note 4 - Other assets consist of the following:
- -------------------------------------------------
 
          Prepublication Costs                      $   40,900    $   49,900
          Advances to Employees                          1,600        40,900
          Other                                         41,300        41,600
                                                    ----------    ----------
 
                                                    $   83,800    $  132,400
                                                    ==========    ==========
 

Note 5 - The results of operations for the three months ended May 31, 1995 and
- ------                                                                        
1994 are not necessarily indicative of the results to be expected at year end
due to seasonality of the product sales.

Note 6 - The information shown with respect to the three months ended May 31,
- ------                                                                       
1995 and 1994, 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.  Reclassifications were made to 1994 balances to conform with
1995 presentation.

Note 7  - These statements should be read in conjunction with the Notes to
- ------                                                                    
Financial Statements contained in the Company's Annual Report to Shareholders
for the Fiscal Year ended February 28, 1995, which are incorporated herein by
reference, and with Management's Discussion and Analysis or Plan of Operations
appearing on page 9 of this report.

                                       8
<PAGE>
 
EDUCATIONAL DEVELOPMENT CORPORATION
- ------------------------------------------------------------------------


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF  OPERATIONS FOR THE
- ----------------------------------------------------------------------------
THREE MONTHS ENDED MAY 31, 1995
- -------------------------------


FINANCIAL CONDITION
- -------------------

The financial condition of the Company continues to strengthen.  Working capital
increased 24% at May 31, 1995 over year-end February 28, 1995.  An increase in
the level of receivables, offset by a decrease in payables, was the principal
contributor to the increase in working capital.  Net sales increased 48% for the
three months ended May 31, 1995 over the three months ended May 31,1994.

Management continues to focus on increasing market share in its Library Service
and Publishing Division and to increase revenue from the Home Business Division
through increasing its sales consultants network.  Management's analysis
indicates that the increased exposure of its products through the Home Business
Division contributes to increased sales in the Publishing Division.  Because the
Company has a relatively small share of the children's book market, Management
believes there is potential to continue to increase market share in the
Publishing and Library Service Division in the future.  Additionally, based upon
the feedback Management receives from Home Business Division sales consultants,
the products being offered through this Division are well received by the public
and becoming more widely known and accepted.  Accordingly, Management expects
this Division to continue to experience growth.

RESULTS OF OPERATIONS
- ---------------------

Revenues - Net sales from the Publishing Division were $2,036,100 for the three
- --------                                                                       
months ended May 31, 1995, an increase of 27% over net sales of $1,601,800 for
the three months ended May 31, 1994.  This increase can be attributed to
increased volume as the Division continued to increase it's market penetration.
Management expects sales to continue to increase in the Publishing Division.

Net sales from the School Division increased 6% to $18,500 for the three months
ended May 31, 1995 compared to $17,400 for the same three month period last
year. With reductions in funding available to schools, cutbacks in spending
occur.  Often supplementary materials, which are the Division's primary
products, are the first to be cut.  Management believes its product line to be
competitive in the school market, but the uncertainty of funding to schools is
of concern.  Management is evaluating its long-term options in the School
Division.

Net sales from the Home Business Division were $1,645,800 for the three months
ended May 31, 1995, an increase of 121% over the net sales of $743,800 for the
three months ended May 31, 1994.  This increase in net sales is the result of an
increase in the number of active consultants, which can be attributed to new
incentive programs which  motivate and assist consultants in sales and
recruiting.  This Division offers the entire Usborne line of approximately 800
titles.  Management believes this Division has excellent potential for continued
growth.

Net sales from the Library Services Division were $303,200 for the three months
ended May 31, 1995, compared to $337,400 for the same three month period a year
ago, an decrease of 10%.  Management is optimistic that this Division has
excellent potential and that it expects sales to improve.

                                       9
<PAGE>
 
EDUCATIONAL DEVELOPMENT CORPORATION
- ------------------------------------------------------------------------



Operating Expenses - The Company's cost of sales increased to $1,689,800 for the
- ------------------                                                              
three months ended May 31, 1995 compared with $1,240,500 for the same period
last year, an increase of 36%.  Cost of sales as a percentage of gross sales was
26.5% for the three months ended May 31, 1995 compared with 27% for the same
period a year ago.

Operating and selling expenses were $672,200 for the three months ended May 31,
1995 compared to $481,800 for the same period last year, an increases of 39%.
Operating and selling expenses as a percentage of gross sales were 10% for the
three months ended May 31, 1995 compared to 11% for the same period a year ago.

Sales commissions were $675,000 for the three months ended May 31, 1995 compared
to $325,600 for the same period last year, an increase of 107%.  Sales
commissions as a percentage of gross sales were 11% for the three months ended
May 31, 1995 compared to 7% for the same period last year.  Sales commissions as
a percentage of gross sales is determined by the product mix being sold, as the
commission rates vary with the product being sold.

General and administrative expenses increased to $190,000 for three months ended
May 31, 1995 compared to $152,000 for the same period last year, an increase of
25%.  General and administrative expenses as a percentage of gross sales were 3%
for the three months ended May 31, 1995 and 3% for the same period last year.

Interest expense was $46,600 for the three months ended May 31, 1995 compared to
$3,700 for the same period a year ago.  This increase was attributable to
increased borrowing levels throughout the current period when compared with the
same period a year ago.  The increased borrowing levels occurred as the Company
paid its principal supplier for inventory acquired in an earlier period.

The Company's other income decreased to $100 for the three months ended May 31,
1995 compared with $200 for the same period last year.

                                       10
<PAGE>
 
EDUCATIONAL DEVELOPMENT CORPORATION
- ------------------------------------------------------------------------



PART II OTHER INFORMATION



Item 6 - Exhibits and Reports on Form 8-K

    A.  The following exhibits are filed as part of this Quarterly Report on 
Form 10-QSB:

      27  - Financial Data Schedule

    B.  Reports on Form 8-K

      1.  There were no reports filed on Form 8-K during the three
        months covered by this report.

                                       11
<PAGE>
 
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 14, 1995
     --------------------

                                       12

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<LEGEND> 
This schedule contains summary financial information extracted from
10QSB AND THE 10KSB and is qualified in its entirety by reference to such 
financial statements. 
</LEGEND>
       
<S>                                         <C>             <C>                
<PERIOD-TYPE>                                     3-MOS          12-MOS
<FISCAL-YEAR-END>                           FEB-28-1995     FEB-28-1995 
<PERIOD-START>                              MAR-01-1995     MAR-01-1994
<PERIOD-END>                                MAY-31-1995     FEB-28-1995 
<CASH>                                          142,000         328,925
<SECURITIES>                                          0               0
<RECEIVABLES>                                 2,745,600       1,949,894
<ALLOWANCES>                                    218,000         206,000
<INVENTORY>                                   6,771,500       6,588,744
<CURRENT-ASSETS>                              9,820,200       9,087,866
<PP&E>                                          860,300         711,701
<DEPRECIATION>                                  365,300         347,489
<TOTAL-ASSETS>                               10,479,900       9,665,378
<CURRENT-LIABILITIES>                         2,776,600       3,392,774
<BONDS>                                               0               0
<COMMON>                                        468,800         468,824
                                 0               0
                                           0               0
<OTHER-SE>                                    5,234,500       4,803,780
<TOTAL-LIABILITY-AND-EQUITY>                 10,479,900       9,665,378
<SALES>                                       4,003,600      12,479,907
<TOTAL-REVENUES>                              4,003,600      12,479,907
<CGS>                                         1,689,800       5,629,254 
<TOTAL-COSTS>                                 3,037,000       9,873,818 
<OTHER-EXPENSES>                                174,900         706,351 
<LOSS-PROVISION>                                 15,000          58,000 
<INTEREST-EXPENSE>                               46,600           9,952 
<INCOME-PRETAX>                                 730,100       1,831,786 
<INCOME-TAX>                                    299,400         660,000 
<INCOME-CONTINUING>                             430,700       1,171,786 
<DISCONTINUED>                                        0               0 
<EXTRAORDINARY>                                       0               0 
<CHANGES>                                             0               0 
<NET-INCOME>                                    430,700       1,171,786 
<EPS-PRIMARY>                                       .16             .45
<EPS-DILUTED>                                       .16             .45 
        




</TABLE>


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