<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 November 30, 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 November 30, 2000 there were 3,908,200 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>
November 30, 2000 February 29, 2000
----------------- -----------------
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 132,800 $ 214,300
Accounts receivable - (less
allowances for doubtful accounts
and sales returns: 11/30/00 - $259,300
2/29/00 - $209,500) 2,382,200 2,020,400
Inventories - Net 8,038,500 8,364,100
Prepaid expenses and other assets 229,700 220,400
Deferred income taxes 180,300 137,700
------------ ------------
Total current assets 10,963,500 10,956,900
INVENTORIES 1,193,800 1,280,000
PROPERTY AND EQUIPMENT
at cost (less accumulated depreciation:
11/30/00 - $1,418,200; 2/29/00 - $1,330,500) 56,100 85,300
DEFERRED INCOME TAXES 21,900 17,800
------------ ------------
$ 12,235,300 $ 12,340,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Note payable to bank $ 790,000 $ 1,278,000
Accounts payable 1,590,200 1,681,600
Accrued salaries and commissions 415,100 258,100
Income taxes 90,500 46,900
Other current liabilities 202,600 103,000
------------ ------------
Total current liabilities 3,088,400 3,367,600
COMMITMENTS
SHAREHOLDERS' EQUITY:
Common Stock, $.20 par value (Authorized
6,000,000 shares; Issued 5,429,240
shares; Outstanding 3,908,200 and
4,167,389 shares) 1,085,800 1,085,800
Capital in excess of par value 4,413,500 4,410,100
Retained earnings 8,191,000 7,259,100
------------ ------------
13,690,300 12,755,000
Less treasury shares, at cost (4,543,400) (3,782,600)
------------ ------------
9,146,900 8,972,400
------------ ------------
$ 12,235,300 $ 12,340,000
============ ============
</TABLE>
See notes to financial statements.
2
<PAGE> 3
EDUCATIONAL DEVELOPMENT CORPORATION
STATEMENTS OF EARNINGS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended November 30, Nine Months Ended November 30,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
GROSS SALES $ 7,704,300 $ 7,530,600 $ 21,743,000 $ 21,038,000
Less discounts & allowances (2,458,700) (2,517,800) (7,832,400) (7,700,600)
------------ ------------ ------------ ------------
Net sales 5,245,600 5,012,800 13,910,600 13,337,400
COST OF SALES 2,065,300 1,983,400 5,813,000 5,515,000
------------ ------------ ------------ ------------
Gross margin 3,180,300 3,029,400 8,097,600 7,822,400
------------ ------------ ------------ ------------
OPERATING EXPENSES:
Operating & selling 870,200 791,900 2,388,300 2,332,700
Sales commissions 1,329,500 1,149,900 2,894,800 2,630,300
General & administrative 341,900 409,900 1,111,200 1,198,500
Interest 27,700 7,200 93,900 37,900
------------ ------------ ------------ ------------
2,569,300 2,358,900 6,488,200 6,199,400
------------ ------------ ------------ ------------
OTHER INCOME 8,400 10,200 29,200 35,700
------------ ------------ ------------ ------------
EARNINGS BEFORE INCOME TAXES 619,400 680,700 1,638,600 1,658,700
INCOME TAXES 237,500 260,900 627,900 635,000
------------ ------------ ------------ ------------
NET EARNINGS $ 381,900 $ 419,800 $ 1,010,700 $ 1,023,700
============ ============ ============ ============
BASIC AND DILUTED EARNINGS
PER SHARE:
Basic $ 0.10 $ 0.10 $ 0.25 $ 0.23
============ ============ ============ ============
Diluted $ 0.10 $ 0.10 $ 0.25 $ 0.23
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING:
Basic 3,914,806 4,318,334 3,974,920 4,410,938
============ ============ ============ ============
Diluted 4,039,210 4,430,490 4,056,382 4,473,607
============ ============ ============ ============
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 -- -- -- -- 272,352 (800,100) (800,100)
Sales of treasury stock -- -- 3,400 -- (12,580) 37,600 41,000
Dividends paid ($0.02 / share) -- -- -- (78,800) -- -- (78,800)
Net earnings -- -- -- 1,010,700 -- -- 1,010,700
----------- ----------- ----------- ----------- ----------- ----------- -----------
BALANCE, NOV. 30, 2000 5,429,240 $ 1,085,800 $ 4,413,500 $ 8,191,000 1,521,040 $(4,543,400) $ 9,146,900
=========== =========== =========== =========== =========== =========== ===========
</TABLE>
See notes to financial statements.
4
<PAGE> 5
EDUCATIONAL DEVELOPMENT CORPORATION
STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended November 30,
------------------------------
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES $ 1,302,900 $ 2,446,400
CASH FLOWS FROM INVESTING ACTIVITIES -
Purchases of property and equipment (58,500) (33,900)
------------ ------------
Net cash used in investing activities (58,500) (33,900)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit agreement 5,801,000 5,238,000
Payments under revolving credit agreement (6,289,000) (5,816,000)
Cash received from sale of treasury stock 41,000 435,100
Cash paid to acquire treasury stock (800,100) (2,157,900)
Dividends paid (78,800) (86,300)
------------ ------------
Net cash used in financing activities (1,325,900) (2,387,100)
------------ ------------
Net Increase (Decrease) in Cash and Cash Equivalents (81,500) 25,400
Cash and Cash Equivalents, Beginning of Period 214,300 210,900
------------ ------------
Cash and Cash Equivalents, End of Period $ 132,800 $ 236,300
============ ============
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest $ 92,400 $ 38,500
============ ============
Cash paid for income taxes $ 631,000 $ 537,000
============ ============
</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 nine months
ended November 30, 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 nine months ended November 30, 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 November 30,
2000). The note is collateralized by substantially all the assets of the
Company. Available credit under the revolving credit agreement was $2,710,000 at
November 30, 2000.
Note 3 - Inventories consist of the following:
<TABLE>
<CAPTION>
November 30, 2000 February 29, 2000
----------------- -----------------
<S> <C> <C>
Current:
Book Inventory $ 8,162,200 $ 8,487,800
Reserve for Obsolescence (123,700) (123,700)
------------ ------------
Inventories net - current $ 8,038,500 $ 8,364,100
============ ============
Inventories - non-current $ 1,193,800 $ 1,280,000
============ ============
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.
</TABLE>
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 November 30, Nine Months Ended November 30,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net Earnings $ 381,900 $ 419,800 $ 1,010,700 $ 1,023,700
============ ============ ============ ============
Basic EPS:
Weighted Average Shares Outstanding 3,914,806 4,318,334 3,974,920 4,410,938
============ ============ ============ ============
Basic EPS $ 0.10 $ 0.10 $ 0.25 $ 0.23
============ ============ ============ ============
Diluted EPS:
Weighted Average Shares Outstanding 3,914,806 4,318,334 3,974,920 4,410,938
Assumed Exercise of Options 124,404 112,156 81,462 62,669
------------ ------------ ------------ ------------
Shares Applicable to Diluted Earnings 4,039,210 4,430,490 4,056,382 4,473,607
============ ============ ============ ============
Diluted EPS $ 0.10 $ 0.10 $ 0.25 $ 0.23
============ ============ ============ ============
</TABLE>
Since March 1, 1998, when the Company began its stock repurchase program,
1,523,271 shares of the Company's common stock at a total cost of $4,593,500
have been acquired. The Board of Directors has authorized purchasing up to
2,000,000 shares as market conditions warrant.
During the second quarter ended August 31, 2000 the Board of Directors granted
options to purchase 120,000 shares of common stock at $2.1875 per share.
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
November 30, 2000 was $7,875,100 compared with $7,589,300 at year end February
29, 2000. Accounts receivable increased 18.5% during the first nine months of
fiscal year 2001. The Company's "fall special", offered last quarter, extended
the payment terms until the fourth quarter of fiscal year 2001. Inventories
declined 4.2% during the first nine 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 declined 38.2% during the
first nine months of fiscal year 2001, due to improved cash flow in the Home
Business Division during the months of October and November. Accounts payable
declined 5.4% from February 29, 2000 levels. 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.
Pre-tax margins were 11.8% and 11.8% for the three months and nine months ended
November 30, 2000, respectively, and 13.6% and 12.4% for the same comparable
periods last year.
7
<PAGE> 8
EDUCATIONAL DEVELOPMENT CORPORATION
RESULTS OF OPERATIONS
Revenues - Net sales from the Home Business Division were $7,904,900 for the
nine months ended November 30, 2000, an increase of 10.9% over net sales of
$7,127,700 for the nine months ended November 30, 1999. Net sales for the three
months ended November 30, 2000 and 1999 were $3,652,000 and $3,081,600
respectively, an increase of 18.5%. The Company believes this increase resulted
from the addition of new consultants and the retention of existing consultants.
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 was designed to help supervisors build their
business. First offered during the first quarter of fiscal year 2001, this
seminar has proved to be very popular with the supervisors and a large number of
them have attended. Management is encouraged by the third consecutive quarter of
sales increases in fiscal year 2001 and is hopeful that it will continue.
Net sales for the Publishing Division were $1,593,600 and $6,005,700 for the
three months and nine months ended November 30, 2000, decreases of 17.5% and
3.3% over the same two periods a year ago. The Company competes in the juvenile
paperback market, a highly competitive market with sales over $660 million
annually. The Publishing Division's annual sales are approximately 1.2% of this
market. 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 juvenile paperback market.
Cost of Sales - The Company's cost of sales for the nine months ended November
30, 2000 was $5,813,000, an increase of 5.4% over $5,515,000 for the nine months
ended November 30, 1999. Cost of sales expressed as a percentage of gross sales
was 26.7% and 26.2% for the nine months ended November 30, 2000 and 1999,
respectively. Cost of sales for the third quarter of fiscal year 2001 was
$2,065,300 compared with $1,983,400, an increase of 4.1%. Expressed as a
percentage of gross sales, these costs were 26.8% and 26.3%, respectively, for
the third quarters of fiscal years 2001 and 2000. Cost of sales will fluctuate
depending upon the product mix sold.
Operating Expenses - Operating and selling expenses for the nine months ended
November 30, 2000 increased 2.4% to $2,388,300 versus $2,332,700 for the same
nine month period a year ago. These costs, expressed as a percentage of gross
sales, were 11.0% and 11.1% for the nine months ended November 30, 2000 and
1999, respectively. Operating and selling expenses for the quarter ended
November 30, 2000 increased 9.9% to $870,200 when compared with these expenses
of $791,900 for the quarter ended November 30, 1999. Operating and selling
expenses for the third quarters of fiscal year 2001 and 2000, when expressed as
a percentage of gross sales, were 11.3% and 10.5% respectively. Increases in
travel costs associated with the supervisor training seminars held by the Home
Business Division contributed to the increases in operating and selling
expenses.
Sales commissions for the nine months ended November 30, 2000 increased 10.1% to
$2,894,800 versus $2,630,300 for the same nine month period a year ago. Sales
commissions for the third quarters ended November 30, 2000 and 1999,
respectively, were $1,329,500 and $1,149,900 an increase of 15.6%. Sales
commissions expressed as a percentage of gross sales, were 17.3% and 13.3% for
the three and nine months ended November 30, 2000, respectively and 15.3% and
12.5% for the three and nine months ended November 30, 1999, respectively. 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 distinct commission programs and rates. Sales commissions
increased in both periods for the Home Business Division and declined for both
periods in the Publishing Division.
General and administrative expenses declined 7.3% to $1,111,200 for the nine
months ended November 30, 2000 versus $1,198,500 for the nine months ended
November 30, 1999. These expenses expressed as a percentage of gross sales were
5.1% and 5.7% for the periods ended November 30, 2000 and 1999, respectively.
General and administrative expenses for the third quarter of fiscal year 2001
decreased 16.6% to $341,900 versus $409,900 for the third quarter last year.
These expenses expressed as a percentage of gross sales are 4.4% for the third
quarter of fiscal year 2001 and 5.4% for the third quarter of fiscal year 2000.
The decline in general and administrative expenses was due to the decrease in
depreciation expense as most of the fixed assets became fully depreciated during
the second quarter of fiscal year 2001.
Interest expense increased 147.8% to $93,900 for the nine months ended November
30, 2000 versus $37,900 for the same nine month period a year ago. For the three
months ended November 30, 2000 interest expense increased 284.7% to $27,700
compared with $7,200 for the three months ended November 30, 1999. The average
amount borrowed during the nine months ended November 30, 2000 was $1,347,473
compared with $647,200 for the nine months ended November 30, 1999. The average
amount borrowed during the third quarter of fiscal year 2001 was $1,162,956
versus $385,651 for the third quarter of fiscal year 2000. The interest rates
charged the Company on its borrowings ranged from 7.75% to 9.25% during the nine
months ended November 30, 2000 and 7.75% to 8.25% for the nine months ended
November 30, 1999. The rates for the third quarters of fiscal years 2001 and
2000, respectively, were 9.25% and 8.0% to 8.25%.
8
<PAGE> 9
EDUCATIONAL DEVELOPMENT CORPORATION
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.
Information by industry segment for the three months and nine months ended
November 30, 2000 and 1999 is set forth below:
<TABLE>
<CAPTION>
Publishing UBAH Other Total
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NINE MONTHS ENDED NOVEMBER 30, 2000
Net sales from external customers $ 6,005,700 $ 7,904,900 $ -- $ 13,910,600
Earnings before income taxes $ 2,173,100 $ 1,790,600 $ (2,325,100) $ 1,638,600
THREE MONTHS ENDED NOVEMBER 30, 2000
Net sales from external customers $ 1,593,600 $ 3,652,000 $ -- $ 5,245,600
Earnings before income taxes $ 556,600 $ 810,600 $ (747,800) $ 619,400
NINE MONTHS ENDED NOVEMBER 30, 1999
Net sales from external customers $ 6,209,700 $ 7,127,700 $ -- $ 13,337,400
Earnings before income taxes $ 2,244,900 $ 1,827,600 $ (2,413,800) $ 1,658,700
THREE MONTHS ENDED NOVEMBER 30, 1999
Net sales from external customers $ 1,931,200 $ 3,081,600 $ -- $ 5,012,800
Earnings before income taxes $ 732,600 $ 767,900 $ (819,800) $ 680,700
</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 December 11, 2000 approximately 1,000 former DKFL consultants
have joined UBAH. The Company expects the closing of DKFL and the addition of
former DKFL consultants to have a positive effect on the Company's sales.
The co-branding advertising agreement, which the Company entered into
with Chick-fil-A, a national fast food chain, has concluded. 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: January 5, 2001
