EDUCATIONAL INSIGHTS INC
10-Q, 1997-05-12
GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC  20549
                    _________________________________________




                                    FORM 10-Q

     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934 
     
                  For the quarterly period ended March 31, 1997

                                       OR

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
          SECURITIES EXCHANGE ACT OF 1934 
            for the transition period from __________ to __________ 
                         Commission File Number: 0-23606


                           EDUCATIONAL INSIGHTS, INC.
             (Exact name of registrant as specified in its charter)


               CALIFORNIA                         95-2392545
     (State or other jurisdiction of    (I.R.S. Employer Identification No.)
     incorporation or organization)     

                               16941 KEEGAN AVENUE
                                CARSON, CA 90746
                    (Address of principal executive offices)

Registrant's telephone number, including area code: (310) 884-2000

Indicate by check mark whether the registrant (1) has filed all reports 
required to b filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.
               Yes          No   / X /

As of May 7, 1997 there were 7,040,000 shares of common stock outstanding.



Total number of sequential pages:     9      There are no Exhibits in this
                                             document; hence no Exhibit Index.
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                                       Page 1 of 9 sequentially numbered pages

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PART I.  ITEM 1.    FINANCIAL STATEMENTS

                         EDUCATIONAL INSIGHTS, INC.
                        CONSOLIDATED BALANCE SHEETS
                    (in thousands, except share amounts)
  (Unaudited, except for December 31, 1996 balance sheet information)

                                ASSETS

<TABLE>
<CAPTION>
                                                           March 31,  December 31,
                                                             1997         1996
                                                             ----         ----
<S>                                                        <C>          <C>
CURRENT ASSETS:
     Cash and cash equivalents                             $  1,404     $  1,018
     Accounts receivable, less allowance for doubtful
     accounts of $403 in 1997 and $373 in 1996                5,941        9,779
     Inventory                                               12,690       12,139
     Income taxes receivable                                    429
     Other receivables                                          234          170
     Prepaid expenses and other current assets                  950          663
     Deferred income taxes                                      808          808
                                                            -------      -------
          Total current assets                               22,456       24,577
                                                            -------      -------

PROPERTY AND EQUIPMENT, Net                                   5,523        5,446
                                                            -------      -------

OTHER ASSETS                                                    894          881
                                                            -------      -------
TOTAL                                                       $28,873      $30,904
                                                            -------      -------
                                                            -------      -------

                         LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Current portion of long-term debt                      $   110      $   110
     Line of credit                                                        1,000
     Accounts payable                                         3,130        2,512
     Accrued expenses                                         1,234        1,584
     Income taxes payable                                                    440
     Deferred income                                            184          257
                                                            -------      -------
          Total current liabilities                           4,658        5,903
                                                            -------      -------

LONG-TERM DEBT                                                1,158        1,185
                                                            -------      -------

DEFERRED INCOME TAXES                                           352          352
                                                            -------      -------

SHAREHOLDERS' EQUITY
     Preferred stock, no par value;
      10,000,000 shares authorized;
      no shares issued
     Common stock, no par value; 30,000,000
      shares authorized;
      7,040,000 shares issued in 1997 and 1996               18,644       18,644
     Cumulative translation adjustment                          127          140
     Retained earnings                                        3,934        4,680
                                                            -------      -------
          Total shareholders' equity                         22,705       23,464
                                                            -------      -------
TOTAL                                                       $28,873      $30,904
                                                            -------      -------
                                                            -------      -------
</TABLE>

            See accompanying notes to consolidated financial statements.
                                       Page 2 of 9 sequentially numbered pages

<PAGE>

                           EDUCATIONAL INSIGHTS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     (in thousands, except per share amounts)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                                 March 31,
                                                            -------------------
                                                              1997         1996
                                                              ----         ----
<S>                                                         <C>          <C>
SALES                                                       $ 6,347      $ 7,666
COST OF SALES                                                 3,056        3,368
                                                            -------      -------
GROSS PROFIT                                                  3,291        4,298
                                                            -------      -------
OPERATING EXPENSES:
   Sales and marketing                                        1,523        2,022
   Warehousing and distribution                                 908          882
   Research and development                                   1,136        1,406
   General and administrative                                   942        1,005
                                                            -------      -------

      Total operating expenses                                4,509        5,315
                                                            -------      -------

OPERATING LOSS                                               (1,218)      (1,017)
                                                            -------      -------

OTHER INCOME (EXPENSE):
   Interest expense                                             (36)         (36)
   Interest income                                               16           11
   Other income, net                                             32           93
                                                            -------      -------

      Total other income (expense)                               12           68
                                                            -------      -------

LOSS BEFORE BENEFIT FOR INCOME TAXES                         (1,206)        (949)

BENEFIT FOR INCOME TAXES                                       (460)        (365)
                                                            -------      -------

NET LOSS                                                      $(746)       $(584)
                                                            -------      -------
                                                            -------      -------

Net Loss Per Share                                           $(0.11)      $(0.08)
                                                            -------      -------
                                                            -------      -------

Weighted Average Number of 
   Common and Common Equivalent
   Shares Outstanding                                         7,040        7,040
                                                            -------      -------
                                                            -------      -------
</TABLE>


See accompanying notes to consolidated financial statements.
                                       Page 3 of 9 sequentially numbered pages

<PAGE>

                           EDUCATIONAL INSIGHTS, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (in thousands)
                                (Unaudited)
<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                                  March 31,
                                                            ---------------------
                                                              1997         1996
                                                              ----         ----
<S>                                                         <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                               $  (746)     $  (584)
     Adjustments to reconcile net loss to net cash
     provided by operating activities:
          Provision for doubtful accounts and sales returns      30           36
          Depreciation                                          255          244
          Changes in operating assets and liabilities:
          Accounts receivable                                 3,743        1,341
          Inventory                                            (665)        (782)
          Income taxes receivable                              (429)        (248)
          Other receivables                                     (71)         (31)
          Prepaid expenses and other current assets            (287)        (646)
          Other assets                                          (31)         (20)
          Accounts payable                                      815          736
          Accrued expenses                                     (350)          (2)
          Deferred income                                       (73)
          Income taxes payable                                 (437)
                                                            -------      -------
          Net cash provided by operating activities           1,754           44
                                                            -------      -------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                        (332)        (130)
                                                            -------      -------
          Net cash (used in) investing activities              (332)        (130)
                                                            -------      -------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net decrease in line of credit                          (1,000)
     Repayments of long-term debt                               (27)         (24)
                                                            -------      -------

          Net cash (used in) financing activities            (1,027)         (24)
                                                            -------      -------
     Effect of exchange rate changes on cash                     (9)          (4)
                                                            -------      -------
NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS             386         (114)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                1,018          378
                                                            -------      -------
CASH AND CASH EQUIVALETS, END OF PERIOD                     $ 1,404      $  (264)
                                                            -------      -------
                                                            -------      -------

SUPPLEMENTAL DISCLOSURES OF 
     CASH FLOW INFORMATION
          Cash paid during the period for:
          Interest                                              $54        $  37
          Income taxes paid (refunded)                         $409        $(117)
</TABLE>

          See accompanying notes to consolidated financial statements.
                                       Page 4 of 9 sequentially numbered pages

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                          EDUCATIONAL INSIGHTS, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  GENERAL

The consolidated financial statements of Educational Insights, Inc. (the 
"Company") include all of the accounts of the Company and its wholly owned 
subsidiary.  All significant inter-company balances and transactions have 
been eliminated in consolidation.  

The interim consolidated financial statements are not audited, but include 
all adjustments (including normal recurring adjustments) which are, in the 
opinion of management, necessary for a fair representation of the financial 
position, results of operations and cash flows for the period.

The consolidated financial statements as presented herein should be read in 
conjunction with the Company's audited consolidated financial statements and 
notes thereto as filed with the Securities and Exchange Commission and 
included in the Company's Form 10-K for the year ended December 31, 1996.  
The Company's fiscal year ends December 31.  The results of operations for 
the period ended March 31, 1997, are not indicative of the results that might 
be expected for the full fiscal year.

2.  INVENTORY

Inventory consists principally of finished goods held for sale and are stated 
at the lower of cost or market.  Cost is determined using the first-in, 
first-out method.   
                                       Page 5 of 9 sequentially numbered pages


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PART I. ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS 
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with the 
unaudited consolidated financial statements and accompanying notes, included 
in Part I -Item 1 of this Quarterly Report, and the audited consolidated 
financial statements and accompanying notes and Management's Discussion and 
Analysis of Financial Condition and Results of Operations for the year ended 
December 31, 1996 included in the Company's Form 10-K dated March 26, 1997.

     Consolidated sales were $6,347,000 for the first quarter ended March 31, 
1997, a decrease of 17.2% or $1,319,000 compared to the same period in 1996. 
Net loss was $746,000 or $0.11 per share compared with a net loss of $584,000 
or $0.08 per share for the same period in 1996. The Company's business is 
highly seasonal.  Typically, sales and operating income are highest during 
the third and fourth quarters and lowest during the first and second 
quarters.  This seasonal pattern is primarily due to the increased demand for 
the Company's products during the "back-to-school" and year-end holiday 
selling seasons.  The Company typically  experiences losses during the first 
quarter.  The loss in the first quarter of 1997 was in line with the 
Company's internal projections.

     SALES.
     Sales decreased by 17.2% or $1,319,000 to $6,347,000 in the quarter 
ended March 31, 1997 from $7,666,000 in the quarter ended March 31, 1996.  
The decreases occurred in all of the Company's primary markets, except in the 
Company's mass market ExploraToy sector where sales increased approximately 
10.6%, a portion of which increase resulted from the sale of certain excess 
product at reduced prices.  Decreases in the Company's core, school and 
independent toy markets were due primarily to an increase in the rate of 
falloff of the Company's older product line and delays in purchases by 
certain of the Company's largest customers which may or may not be placed 
later in the year. Decreases in the software business were the result of the 
Company's strategic decision to reduce its marketing expenditures in the mass 
market, while decreases in the Company's international business are believed 
to be a matter of timing, with certain sales which occurred in the first 
quarter of 1996 not yet having occurred in the first quarter of 1997 but 
which are expected in the second quarter of 1997.  The Company expects lower 
sales volume in the second quarter of 1997 than 1996 but believes that this 
trend will be reversed in the latter half of the year, when many of the new 
products scheduled for introduction in 1997 begin shipping to the Company's 
school supply and specialty retail markets.

     GROSS PROFIT.
     Gross profit margin as a percentage of sales decreased to 51.9% for the 
quarter ended March 31, 1997 from 56.1% for the same period of 1996.  This 
decrease resulted primarily from a higher proportion of ExploraToy sales 
which are at margins lower than those experienced in the Company's core 
markets, the sale of certain excess ExploraToy product at significantly 
reduced margins, a write-off of certain inventory items considered obsolete, 
and a one-time expenditure for conversion of certain CD-ROM products for sale 
to the school market. 

     SALES AND MARKETING EXPENSE.
     Sales and marketing expense decreased by $499,000 to $1,523,000 from 
$2,022,000 for the same period in 1996.  This decrease was due primarily to 
decreases in the cost of literature and co-op advertising.  The Company has 
reduced its expenditures in co-op advertising and literature in part to fund 
deployment of a field sales force to increase its school supply business. The 
Company expects sales and marketing expense expressed as a percentage of 
sales to decrease during the latter part of the year as a result of the 
increase in sales which typically occurs in the second half of the year.

     WAREHOUSING AND DISTRIBUTION EXPENSE.
     In absolute dollars, warehousing and distribution expense remained 
essentially unchanged at $908,000 or 14.3% of sales for the quarter ended 
March 31, 1997 compared to $882,000 or 11.5% of sales for the same period of 
1996. The Company believes that warehousing and distribution expense 
expressed as a percentage of sales will decrease in conjunction with the 
Company's seasonal increase in sales during the last half of 1997, as was 
experienced in 1996.

     RESEARCH AND DEVELOPMENT EXPENSE.
     Research and development expense decreased 19.2% or $270,000 to 
$1,136,000 in the first quarter of 1997 compared to $1,406,000 for the same 
period in 1996. Expressed as a percentage of sales, research and development 
expense remained essentially unchanged between 1997 and 1996.  During the 
first quarter of 1997, the Company's research and development efforts 
concentrated primarily on completing new products for introduction later in 
1997 and early 1998.  The Company has discontinued its internal research and 
development effort in the CD-ROM sector of its business which was the primary 
reason for the aforementioned expense decrease.  It is now focusing on the 
development of products for its core business, particularly electronic 
learning aids.
                                       Page 6 of 9 sequentially numbered pages

<PAGE>

       GENERAL AND ADMINISTRATIVE EXPENSE.
       General and administrative expense decreased by 6.3% or $63,000 to 
$942,000 or 14.8% of sales in the first quarter of 1997 compared to 
$1,005,000 or 13.1% of sales for the same period in 1996. This decrease was due
primarily to a reduction in professional services expenses, as the first 
quarter of 1996 included costs for the general management consultants who 
were assisting the Company in developing its profit improvement program.  The 
Company expects general and administrative expense, when expressed as a 
percentage of sales, to decrease during the remainder of the year and 
approximate last year's level by year end as a result of the increase in 
sales which typically occurs in the second half of the year.

     INTEREST EXPENSE
     Interest expense remained unchanged at $36,000 for the first quarter of 
1997. 

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

     Except for the historical information contained herein, this Report 
contains forward-looking statements which involve a number of risks and 
uncertainties, including but not limited to continued successful development 
and acceptance of new products, dependence on off-shore contract 
manufacturers, competitive factors, dependence on new distribution channels, 
dependence on education funding by Federal, State and local governments, 
dependence on key development and marketing personnel, general economic 
conditions and the risk factors listed from time-to-time in the Company's 
filings with the Securities and Exchange Commission.

LIQUIDITY & CAPITAL RESOURCES

     In recent years, the Company's working capital needs have been met 
through funds generated from operations and from the Company's revolving line 
of credit. The Company's principal need for working capital has been to meet 
peak inventory and accounts receivable requirements associated with its 
seasonal sales patterns.  The Company increases inventory levels during the 
spring and summer months in anticipation of increasing shipments in the 
summer and fall.  Accounts receivable have historically increased during the 
summer and fall because of the Company's use of "dating" programs wherein 
sales are made to the Company's customers for which payment is deferred for 
one to three months based on the size of the sales orders.  Due to said sales 
patterns, the largest customer orders are shipped during the summer and fall, 
hence increasing accounts receivable balances during the third and fourth 
quarters.

     During the quarter ended March 31, 1997, the Company's source of funds 
was net cash provided by operating activities, primarily from the collection 
of outstanding accounts receivable.

     The principal uses of cash during the quarter were the funding of 
operating losses of $746,000, an increase in inventory of $665,000 and 
repayment of outstanding borrowings under the Company's revolving line of 
credit of $1,000,000.  During the quarter, capital spending was $332,000, 
primarily for tooling relating to new products.

     The Company currently has a revolving line of credit with a bank which 
is collateralized by substantially all of the Company's assets.  Under the 
revolving line of credit agreement, which expires June 3, 1997, the Company 
may borrow up to $8 million.  The agreement requires the maintenance of 
certain financial ratios, minimum annual net income amounts and tangible net 
worth amounts, and provides for various restrictions including limitations on 
advances to the Company's subsidiary, capital expenditures and additional 
indebtedness. Although there can be no assurances as to the availability or 
terms of credit, the Company expects to renew this agreement at comparable 
terms prior to the above expiration date.  The Company had no outstanding 
borrowings against its line of credit at March 31, 1997.

     The Company believes that borrowings available under the revolving line 
of credit, if and when renewed, and anticipated funds from operations will 
satisfy the Company's projected working capital and capital expenditure 
requirements for at least the next 12 months.
                                       Page 7 of 9 sequentially numbered pages

<PAGE>

                        PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  EXHIBITS.                     None
     
     (b)  REPORTS ON FORM 8-K.
           The Company did not file any reports on Form 8-K during the period in
            question.
                                       Page 8 of 9 sequentially numbered pages

<PAGE>

                                 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 INSIGHTS, INC.
                                      (Registrant)   




Date:  5/2/97                         By: /s/ JAY CUTLER
                                         -------------------------------------
                                         Jay Cutler
                                         President and Chief Executive Officer

Date:  5/2/97                         By:  /s/ G. REID CALCOTT
                                         -------------------------------------
                                         G. Reid Calcott
                                         Vice Chairman and Chief Operating and 
                                         Financial Officer 
                                         (Principal Financial Officer)

                                       Page 9 of 9 sequentially numbered pages


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
SEC FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                           1,404
<SECURITIES>                                         0
<RECEIVABLES>                                    6,344
<ALLOWANCES>                                       403
<INVENTORY>                                     12,690
<CURRENT-ASSETS>                                22,456
<PP&E>                                           5,523
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  28,873
<CURRENT-LIABILITIES>                            4,658
<BONDS>                                          1,158
                                0
                                          0
<COMMON>                                        18,644
<OTHER-SE>                                       4,061
<TOTAL-LIABILITY-AND-EQUITY>                    28,873
<SALES>                                          6,347
<TOTAL-REVENUES>                                 6,347
<CGS>                                            3,056
<TOTAL-COSTS>                                    3,056
<OTHER-EXPENSES>                                 4,509
<LOSS-PROVISION>                                    30
<INTEREST-EXPENSE>                                  36
<INCOME-PRETAX>                                (1,206)
<INCOME-TAX>                                     (460)
<INCOME-CONTINUING>                              (746)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (746)
<EPS-PRIMARY>                                   (0.11)
<EPS-DILUTED>                                        0
        

</TABLE>


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