<PAGE> 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 August 31, 2000.
[ ] 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 August 31, 2000 there were 3,915,652 shares of Educational
Development Corporation Common Stock, $0.20 par value outstanding.
<PAGE> 2
EDUCATIONAL DEVELOPMENT CORPORATION
PART I. FINANCIAL INFORMATION
ITEM 1
BALANCE SHEETS
<TABLE>
<CAPTION>
August 31, 2000 February 29, 2000
(unaudited)
-------------- -----------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 151,000 $ 214,300
Accounts receivable - (less
allowances for doubtful accounts
and sales returns: 8/31/00 - $238,300
2/29/00 - $209,500) 2,524,300 2,020,400
Inventories - Net 8,304,700 8,364,100
Prepaid expenses and other assets 226,000 220,400
Deferred income taxes 180,300 137,700
-------------- --------------
Total current assets 11,386,300 10,956,900
INVENTORIES 1,269,400 1,280,000
PROPERTY AND EQUIPMENT
at cost (less accumulated depreciation:
08/31/00 - $1,418,000; 2/29/00 - $1,330,500) -- 85,300
DEFERRED INCOME TAXES 21,900 17,800
-------------- --------------
$ 12,677,600 $ 12,340,000
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Note payable to bank $ 1,447,000 $ 1,278,000
Accounts payable 1,908,600 1,681,600
Accrued salaries and commissions 290,900 258,100
Income taxes 89,300 46,900
Other current liabilities 153,600 103,000
-------------- --------------
Total current liabilities 3,889,400 3,367,600
COMMITMENTS
SHAREHOLDERS' EQUITY:
Common Stock, $.20 par value (Authorized
6,000,000 shares; Issued 5,429,240
shares; Outstanding 3,915,652 and
4,167,389 shares) 1,085,800 1,085,800
Capital in excess of par value 4,409,500 4,410,100
Retained earnings 7,809,100 7,259,100
-------------- --------------
13,304,400 12,755,000
Less treasury shares, at cost (4,516,200) (3,782,600)
-------------- --------------
8,788,200 8,972,400
-------------- --------------
$ 12,677,600 $ 12,340,000
============== ==============
</TABLE>
See notes to financial statements
2
<PAGE> 3
EDUCATIONAL DEVELOPMENT CORPORATION
STATEMENTS OF EARNINGS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended August 31, Six Months Ended August 31,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
GROSS SALES $ 7,296,700 $ 6,950,800 $ 14,038,700 $ 13,507,400
Less discounts & allowances (2,882,100) (2,748,300) (5,373,700) (5,182,800)
------------ ------------ ------------ ------------
Net sales 4,414,600 4,202,500 8,665,000 8,324,600
COST OF SALES 1,950,300 1,805,100 3,747,700 3,531,600
------------ ------------ ------------ ------------
Gross margin 2,464,300 2,397,400 4,917,300 4,793,000
------------ ------------ ------------ ------------
OPERATING EXPENSES:
Operating & selling 757,800 755,500 1,518,100 1,540,800
Sales commissions 759,700 738,600 1,565,300 1,480,400
General & administrative 349,100 387,200 769,300 788,600
Interest 32,200 17,700 66,200 30,700
------------ ------------ ------------ ------------
1,898,800 1,899,000 3,918,900 3,840,500
------------ ------------ ------------ ------------
OTHER INCOME 6,200 9,700 20,800 25,500
------------ ------------ ------------ ------------
EARNINGS BEFORE INCOME TAXES 571,700 508,100 1,019,200 978,000
INCOME TAXES 219,000 194,500 390,400 374,100
------------ ------------ ------------ ------------
NET EARNINGS $ 352,700 $ 313,600 $ 628,800 $ 603,900
============ ============ ============ ============
BASIC AND DILUTED EARNINGS
PER SHARE:
Basic $ 0.09 $ 0.07 $ 0.16 $ 0.14
============ ============ ============ ============
Diluted $ 0.09 $ 0.07 $ 0.16 $ 0.13
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING:
Basic 3,940,825 4,289,961 4,004,976 4,457,239
============ ============ ============ ============
Diluted 3,992,270 4,330,842 4,056,717 4,495,165
============ ============ ============ ============
DIVIDENDS DECLARED PER
COMMON SHARE $ -- $ -- $ 0.02 $ 0.02
============ ============ ============ ============
</TABLE>
See notes to financial statements.
3
<PAGE> 4
EDUCATIONAL DEVELOPMENT CORPORATION
STATEMENT 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, MAR. 1, 2000 5,429,240 $ 1,085,800 $ 4,410,100 $ 7,259,100 1,261,851 $(3,782,600) $ 8,972,400
Issuance of treasury stock -- -- -- -- (583) 1,700 1,700
Purchases of treasury
stock -- -- -- -- 254,470 (741,700) (741,700)
Sales of treasury stock -- -- (600) -- (2,150) 6,400 5,800
Dividends paid ($0.02 / share) -- -- -- (78,800) -- -- (78,800)
Net earnings -- -- -- 628,800 -- -- 628,800
----------- ----------- ----------- ----------- ----------- ----------- -----------
BALANCE, AUG. 31, 2000 5,429,240 $ 1,085,800 $ 4,409,500 $ 7,809,100 1,513,588 $(4,516,200) $ 8,788,200
=========== =========== =========== =========== =========== =========== ===========
</TABLE>
See notes to financial statements.
4
<PAGE> 5
EDUCATIONAL DEVELOPMENT CORPORATION
STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended August 31
2000 1999
--------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES $ 584,600 $ 1,691,500
CASH FLOWS FROM INVESTING ACTIVITIES -
Purchases of property and equipment (2,200) (12,300)
--------------- ---------------
Net cash used in investing activities (2,200) (12,300)
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit agreement 3,876,000 3,708,000
Payments under revolving credit agreement (3,707,000) (3,877,000)
Cash received from sale of treasury stock 5,800 273,500
Cash paid to acquire treasury stock (741,700) (1,680,200)
Dividends paid (78,800) (86,300)
--------------- ---------------
Net cash used in financing activities (645,700) (1,662,000)
--------------- ---------------
Net Increase (Decrease) in Cash and Cash Equivalents (63,300) 17,200
Cash and Cash Equivalents, Beginning of Period 214,300 210,900
--------------- ---------------
Cash and Cash Equivalents, End of Period $ 151,000 $ 228,100
=============== ===============
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest $ 62,300 $ 27,800
=============== ===============
Cash paid for income taxes $ 394,800 $ 366,000
=============== ===============
</TABLE>
See notes to financial statements.
5
<PAGE> 6
EDUCATIONAL DEVELOPMENT CORPORATION
NOTES TO FINANCIAL STATEMENTS
Note 1 - The information shown with respect to the three months and six months
ended August 31, 2000 and 1999, 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
and six months ended August 31, 2000 and 1999, 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 29, 2000.
SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements," ("SAB 101") was issued December 1999. This staff bulletin
summarizes certain of the staff's views in applying generally accepted
accounting principles to revenue recognition in financial statements. SAB 101 is
effective no later than the fourth fiscal quarter of the fiscal years beginning
after December 15, 1999. Management does not expect implementation of SAB 101
will have a significant effect on its financial statements.
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 (9.25% at August 31,
2000). The note is collateralized by substantially all the assets of the
Company. Available credit under the revolving credit agreement was $2,053,000 at
August 31, 2000.
Note 3 - Inventories consist of the following:
<TABLE>
<CAPTION>
August 31, 2000 February 29, 2000
--------------- -----------------
<S> <C> <C>
Current:
Book Inventory $ 8,428,400 $ 8,487,800
Reserve for Obsolescence (123,700) (123,700)
-------------- --------------
Inventories net - current $ 8,304,700 $ 8,364,100
============== ==============
Inventories - non-current $ 1,269,400 $ 1,280,000
============== ==============
</TABLE>
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 is computed by dividing net earnings by the
weighted average number of common shares outstanding during the period. Diluted
earnings per share is based on the combined weighted average number of common
shares outstanding increased, when appropriate, for the number of common shares
issuable upon exercise of stock options, computed using the treasury stock
method.
6
<PAGE> 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.
<TABLE>
<CAPTION>
Three Months Ended August 31, Six Months Ended August 31,
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Earnings $ 352,700 $ 313,600 $ 628,800 $ 603,900
============= ============= ============= =============
Basic EPS:
Weighted Average Shares Outstanding 3,940,825 4,289,961 4,004,976 4,457,239
============= ============= ============= =============
Basic EPS $ 0.09 $ 0.07 $ 0.16 $ 0.14
============= ============= ============= =============
Diluted EPS:
Weighted Average Shares Outstanding 3,940,825 4,289,961 4,004,976 4,457,239
Assumed Exercise of Options 51,445 40,881 51,741 37,926
------------- ------------- ------------- -------------
Shares Applicable to Diluted Earnings 3,992,270 4,330,842 4,056,717 4,495,165
============= ============= ============= =============
Diluted EPS $ 0.09 $ 0.07 $ 0.16 $ 0.13
============= ============= ============= =============
</TABLE>
Since March 1, 1998, when the Company began its stock repurchase program,
1,505,389 shares of the Company's common stock at a total cost of $4,535,100
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 August
31, 2000 was $7,496,900 compared to working capital of $7,589,300 at the end of
fiscal year 2000. Accounts receivable increased 23.9% during the first six
months of fiscal year 2001. The Company's "fall special", which offered extended
payment terms, began during the second quarter and contributed to the increase
in accounts receivable. Inventories declined slightly during the first six
months of the current fiscal year. The level of inventory will fluctuate
throughout the year, 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. The note
payable to the bank increased 13.2% during the first six months of the current
fiscal year, the result of the Company's repurchasing its stock and payments
made to the Company's principal supplier. Accounts payable increased 13.5% since
February 29, 2000. 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 Company paid an annual dividend of $0.02 per share on August 10, 2000.
Pre-tax margins were 13.0% and 11.8% for the three months and six months ended
August 31, 2000, respectively, compared with 12.1% and 11.7% for the same
comparable periods last year.
RESULTS OF OPERATIONS
Revenues - Net sales from the Home Business Division were $4,252,900 for the six
months ended August 31, 2000 compared with $4,046,100 for the six months ended
August 31, 1999, an increase of 5.1%. Sales for the three months ended August
31, 2000 increased 2.6% to $2,074,200 versus $2,021,600 for the same three month
period a year ago. The Company believes this increase resulted from the addition
of new recruits and the retention of existing recruits. The Company continues to
offer new and exciting incentive programs, travel contests and regional seminars
to help stimulate sales and recruiting. The Company's leadership skills seminar,
which was first offered last quarter, is designed to help supervisors build
their business. Management is encouraged by the sales increases recorded in both
the first and second quarters of fiscal year 2001 and is hopeful that it will
continue.
7
<PAGE> 8
EDUCATIONAL DEVELOPMENT CORPORATION
Net sales for the Publishing Division were $2,340,400 and $4,412,100 for the
three months and six months ended August 31, 2000, respectively, increases of
7.3% and 3.1% over the same two periods last year. The Company believes that the
"fall special", which offered extended payment terms, contributed to the
increases in net sales. The juvenile paperback market, the Company's primary
market, is very competitive with sales over $660 million annually. The
Publishing Division's annual sales are approximately 1.2% of industry sales.
National chains are increasingly dominating the bookstore market, resulting in
fewer independent bookstores, an important market to the Company. Each year the
Company participates in several national trade shows as well as regional trade
shows throughout the country in order to promote its products. Management
believes the Company can maintain its market share in the highly competitive
publishing market.
Cost of Sales - The Company's cost of sales for the six months ended August 31,
2000 was $3,747,700, an increase of 6.1% over $3,531,600 for the six months
ended August 31, 1999. Cost of sales expressed as a percentage of gross sales
was 26.7% for the first six months ended August 31, 2000 compared with 26.1% for
the same six month period a year ago. Cost of sales for the three months ended
August 31, 2000 and 1999 were $1,950,300 and $1,805,100 respectively, an
increase of 8.0%. These costs expressed as a percentage of gross sales were
26.7% and 26.0% for the second quarters of fiscal years 2001 and 2000
respectively. Cost of sales will fluctuate depending upon the product mix sold.
Operating Expenses - Operating and selling expenses for the six months ended
August 31, 2000 decreased 1.5% to $1,518,100 when compared with the six months
ended August 31, 1999. As a percentage of gross sales, these cost were 10.8% for
the six month period ended August 31, 2000 and 11.4% for the same six month
period last year. Operating and selling expenses for the three months ended
August 31, 2000 increased 0.3% to $757,800 versus $755,500 for the three months
ended August 31, 1999. As a percentage of gross sales, these costs were 10.4%
and 10.9% for the quarters ended August 31, 2000 and 1999 respectively.
Sales commissions increased 5.7% to $1,565,300 for the six months ended August
31, 2000 versus $1,480,400 for the six months ended August 31, 1999. Sales
commissions expressed as a percentage of gross sales were 11.1% and 11.0% for
the six months ended August 31, 2000 and 1999 respectively. For the second
quarter ended August 31, 2000, sales commissions increased 2.9% to $759,700
compared with $738,600 for the second quarter ended August 31, 1999. Expressed
as a percentage of gross sales, sales commissions were 10.4% for the second
quarter ended August 31, 2000 and 10.6% for the second quarter last year. Sales
commissions will fluctuate depending upon the product being sold and the
Division making the sale. The Home Business Division and the Publishing Division
have separate and different commission programs and rates. Sales commissions
increased in both the Home Business Division and the Publishing Division.
General and administrative expenses for the six months ended August 31, 2000
declined 2.4% to $769,300 when compared to $788,600 for the six months ended
August 31, 1999. As a percentage of gross sales, general and administrative
expenses were 5.5% and 5.8% for the six months ended August 31, 2000 and 1999
respectively. For the three months ended August 31, 2000, these expenses were
$349,100, a decrease of 9.8% over the same quarter last year. Second quarter
general and administrative expenses were 4.8% and 5.6% respectively of gross
sales for the periods ended August 31, 2000 and 1999. The decline in general and
administrative expenses was due to the elimination of depreciation expense
during the second quarter when fixed assets became fully depreciated.
Interest expense rose 115.6% to $66,200 during the first six months ended August
31, 2000 when compared with $30,700 for the six months ended August 31, 1999.
For the three months ended August 31, 2000, interest expense rose 81.9% to
$32,200 compared with $17,700 for the three months a year ago. The average
amount borrowed during the six months ended August 31, 2000 rose to $1,438,700
compared with $765,200 for the six months ended August 31, 1999. The interest
rate charged the Company on its borrowings ranged form 8.50% to 9.25% during the
first six months ended August 31, 2000 versus 7.75% to 8.25% for the six months
ended August 31, 1999. The average amount borrowed and the interest rate charged
to the Company was $1,364,400 and 9.25% for the quarter ended August 31, 2000
compared with $892,200 and 7.75% to 8.25% for the quarter ended August 31, 1999.
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.
8
<PAGE> 9
EDUCATIONAL DEVELOPMENT CORPORATION
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.
Information by industry segment for the three months and six months ended August
31, 2000 and 1999 is set forth below:
<TABLE>
<CAPTION>
Publishing UBAH Other Total
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
SIX MONTHS ENDED AUGUST 31, 2000
Net sales from external customers $ 4,412,100 $ 4,252,900 $ -- $ 8,665,000
Earnings before income taxes $ 1,616,500 $ 980,000 $ (1,577,300) $ 1,019,200
THREE MONTHS ENDED AUGUST 31, 2000
Net sales from external customers $ 2,340,400 $ 2,074,200 $ -- $ 4,414,600
Earnings before income taxes $ 833,300 $ 501,600 $ (763,200) $ 571,700
SIX MONTHS ENDED AUGUST 31, 1999
Net sales from external customers $ 4,278,500 $ 4,046,100 $ -- $ 8,324,600
Earnings before income taxes $ 1,512,300 $ 1,059,700 $ (1,594,000) $ 978,000
THREE MONTHS ENDED AUGUST 31, 1999
Net sales from external customers $ 2,180,900 $ 2,021,600 $ -- $ 4,202,500
Earnings before income taxes $ 741,800 $ 558,800 $ (792,500) $ 508,100
</TABLE>
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not have any material market risk.
PART II OTHER INFORMATION
Item 5. OTHER INFORMATION
The Company's major competitor, Dorling Kindersley Family Library
(DKFL), ceased operations August 31, 2000. Dorling Kindersley, a publisher of
children's books, competed in the same markets as the Company. Their Family
Library Division was in direct competition with the Company's direct selling
division, Usborne Books at Home. While the DKFL sales consultants have many
options open to them, UBAH is the only direct selling company which sells
children's books. The Company issued a letter to all of the former DKFL
consultants and supervisors offering them the opportunity to join the UBAH sales
force. Through September 26, 2000 approximately 660 former DKFL consultants have
joined UBAH. The Company expects the closing of DKFL to have a positive effect
on the Company's sales, due to both the loss of a major competitor and also to
the increase in UBAH consultants.
The Company has entered into a co-branding advertising agreement with
Chick-fil-A, a national fast food chain. Beginning in late August and early
September, Chick-fil-A began distributing over 1,000,000 Usborne books with
their children's meal package. There is information on the back of each book
explaining the UBAH opportunity and providing a telephone number to call for
additional information. The Company did not incur any significant expenses for
this promotion. The Company believes that this added exposure will strengthen
the Usborne brand name, resulting in a positive impact on sales.
9
<PAGE> 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: October 3, 2000
10
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
