UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
   
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2005May 31, 2006
   
o 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
(State or other jurisdiction of
incorporation or organization)
 73-0750007
(I.R.S. Employer
Identification No.)
   
10302 East 55th Place, Tulsa Oklahoma 74146-6515

(Address of principal executive offices)                §
  
Registrant’s telephone number, including area code (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.
Yesþ           Noo
     Indicate by check mark whether the Registrantregistrant is a large accelerated filer, an accelerated filer, (as definedor a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rulerule 12b-2 of the Exchange Act)Act. (Check one):
Yeso      No
Large accelerated fileroAccelerated fileroNon-accelerated filerþ
     Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yeso
YesoNoþ
As of January 8,July 11, 2006 there were 3,753,9233,758,264 shares of Educational Development Corporation Common Stock, $0.20 par value outstanding.
 
 

 


EDUCATIONAL DEVELOPMENT CORPORATION
TABLE OF CONTENTS

PART II. FINANCIAL INFORMATION
ITEM 1
ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Item 4 CONTROLS AND PROCEDURES
PART II OTHER INFORMATION
Item 1A RISK FACTORS
Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Item 5 OTHER INFORMATION
Item 6 EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
EXHIBIT INDEX
Certification of CEOChief Executive Officer Pursuant to Section 302
Certification of CFOController and Corporate Secretary Pursuant to Section 302
Certification PusuantPursuant to Section 906


EDUCATIONAL DEVELOPMENT CORPORATION
PART I. FINANCIAL INFORMATION
ITEM 1
CONDENSED BALANCE SHEETS
                
 November 30, 2005 February 28, 2005  May 31, 2006 February 28, 2006 
 (unaudited)  (unaudited) 
ASSETS
  
  
CURRENT ASSETS:  
Cash and cash equivalents $162,900 $364,000  $210,741 $321,537 
Accounts receivable — (less allowances for doubtful accounts and returns: 11/30/05 — $151,900; 2/28/05 — $140,400) 3,271,900 2,442,400 
Inventories — Net 12,296,900 11,749,200 
Accounts receivable – (less allowances for doubtful accounts and returns: 05/31/06 - $191,840; 2/28/06 - $185,209) 2,934,466 2,946,462 
Inventories – Net 11,042,925 12,159,360 
Prepaid expenses and other assets 60,800 103,400  95,194 119,508 
Income taxes receivable 62,800 53,800 
Deferred income taxes 53,600 44,800  130,400 141,700 
          
Total current assets 15,908,900 14,757,600  14,413,726 15,688,567 
  
INVENTORIES — Net 472,600 723,300  351,762 379,570 
  
PROPERTY AND EQUIPMENT 
at cost (less accumulated depreciation: 11/30/05 — $1,867,300; 2/28/05 — $1,803,300) 2,521,800 2,402,800 
PROPERTY AND EQUIPMENT
at cost (less accumulated depreciation: 05/31/06 - $1,941,385; 2/28/06 - $1,904,934)
 2,457,479 2,493,929 
  
DEFERRED INCOME TAXES  96,800  54,200 81,900 
     
      
 $18,903,300 $17,980,500  
      $17,277,167 $18,643,966 
      
LIABILITIES AND SHAREHOLDERS’ EQUITY
  
  
CURRENT LIABILITIES:  
Note payable to bank $533,000 $1,428,000  $ $676,000 
Accounts payable 3,439,700 3,612,900  2,214,478 3,042,937 
Accrued salaries and commissions 847,100 544,400  562,369 566,379 
Income taxes 227,156 71,749 
Dividends payable  750,785 
Other current liabilities 511,800 263,100  193,736 197,486 
          
Total current liabilities 5,331,600 5,848,400  3,197,739 5,305,336 
  
DEFERRED INCOME TAXES 1,500  
 
COMMITMENTS  
  
SHAREHOLDERS’ EQUITY:  
Common Stock, $.20 par value (Authorized 8,000,000 shares; Issued 5,771,840 (11/30/05) and 5,762,340 shares (02/28/05); Outstanding 3,753,923 (11/30/05) and 3,735,513 (2/28/05) shares) 1,154,400 1,152,500 
Common Stock, $.20 par value (Authorized 8,000,000 shares; Issued 5,772,840 (5/31/06) and 5,771,840 shares (02/28/06); Outstanding 3,762,379 (5/31/06) and 3,753,923 (2/28/06) shares) 1,154,568 1,154,368 
Capital in excess of par value 7,577,500 7,469,400  7,582,334 7,577,495 
Retained earnings 15,532,500 14,214,100  15,997,245 15,300,999 
     
 24,264,400 22,836,000      
  24,734,147 24,032,862 
Less treasury shares, at cost  (10,694,200)  (10,703,900)  ( 10,654,719)  ( 10,694,232)
          
 13,570,200 12,132,100  14,079,428 13,338,630 
          
  
 $18,903,300 $17,980,500  $17,277,167 $18,643,966 
          
See notes to condensed financial statements.

2


EDUCATIONAL DEVELOPMENT CORPORATION
CONDENSED STATEMENTS OF EARNINGS (UNAUDITED)
                        
 Three Months Ended November 30, Nine Months Ended November 30,  Three Months Ended May 31, 
 2005 2004 2005 2004  2006 2005 
REVENUES:  
Gross sales $12,397,500 $11,670,100 $32,940,400 $32,308,200  $10,743,378 $10,994,404 
Less discounts & allowances  (3,233,100)  (2,832,900)  (9,444,000)  (8,698,000)  ( 3,041,585)  (3,111,541)
Transportation revenue 518,600 493,900 1,207,400 1,266,400  405,184 343,816 
              
Net revenues 9,683,000 9,331,100 24,703,800 24,876,600  8,106,977 8,226,679 
COST OF SALES 3,390,200 3,220,600 9,134,200 8,843,500  2,879,370 3,004,776 
              
Gross margin 6,292,800 6,110,500 15,569,600 16,033,100  5,227,607 5,221,903 
              
OPERATING EXPENSES:  
Operating & selling 2,109,500 1,856,300 5,295,500 5,102,700  1,841,743 1,678,171 
Sales commissions 2,573,300 2,526,700 5,967,100 6,277,900  1,873,160 1,917,134 
General & administrative 427,900 415,700 1,257,100 1,265,500  425,021 417,309 
Interest 32,600 21,500 75,600 51,100  2,658 14,692 
              
 5,143,300 4,820,200 12,595,300 12,697,200  4,142,582 4,027,306 
              
  
OTHER INCOME 17,600 7,800 33,700 23,300  5,523 7,903 
              
  
EARNINGS BEFORE INCOME TAXES 1,167,100 1,298,100 3,008,000 3,359,200  1,090,548 1,202,500 
 
INCOME TAXES 428,000 488,700 1,128,900 1,273,000  393,900 457,300 
              
  
NET EARNINGS $739,100 $809,400 $1,879,100 $2,086,200  $696,648 $745,200 
              
  
BASIC AND DILUTED EARNINGS PER SHARE:  
Basic $0.20 $0.21 $0.50 $0.53  $0.19 $0.20 
              
Diluted $0.19 $0.20 $0.48 $0.50  $0.18 $0.19 
              
  
WEIGHTED AVERAGE NUMBER OF COMMON AND EQUIVALENT SHARES OUTSTANDING: 
WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING: 
Basic 3,753,923 3,878,975 3,745,704 3,954,306  3,756,461 3,738,133 
              
Diluted 3,898,439 4,055,713 3,901,772 4,147,691  3,886,939 3,901,588 
              
 
DIVIDENDS DECLARED PER COMMON SHARE $ $ $0.15 $0.12  $ $0.15 
              
See notes to condensed financial statements.

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EDUCATIONAL DEVELOPMENT CORPORATION
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
                             
  Common Stock                   
  (par value $.20 per share)              Treasury Stock    
  Number of      Capital in      Number        
  Shares      Excess of  Retained  of      Shareholders’ 
  Issued  Amount  Par Value  Earnings  Shares  Amount  Equity 
BALANCE, MAR. 1, 2005  5,762,340  $1,152,500  $7,469,400  $14,214,100   2,026,827  $(10,703,900) $12,132,100 
                             
Purchases of treasury stock              7,500   (77,300)  (77,300)
                             
Sales of treasury stock        48,300      (16,410)  87,000   135,300 
                             
Exercise of options at $2.1875 — $6.00/share  9,500   1,900   47,500            49,400 
                             
Tax benefit of stock options        12,300            12,300 
                             
Dividends paid ($0.15/share)           (560,700)        (560,700)
                             
Net earnings           1,879,100         1,879,100 
                      
                             
BALANCE, NOV. 30, 2005  5,771,840  $1,154,400  $7,577,500  $15,532,500   2,017,917  $(10,694,200) $13,570,200 
                      
                             
  Common Stock                       
  (par value $.20 per share)              Treasury Stock        
  Number of      Capital in      Number        
  Shares      Excess of  Retained  of      Shareholders’ 
  Issued  Amount  Par Value  Earnings  Shares  Amount  Equity 
BALANCE, MAR. 1, 2006  5,771,840  $1,154,368  $7,577,495  $15,300,999   2,017,917  $(10,694,232) $13,338,630 
                             
Sales of treasury stock        2,539      (7,456)  39,513   42,052 
                             
Exercise of options at $2.50/share  1,000   200   2,300            2,500 
                             
Cash dividends – net of accrual           ( 402)        ( 402)
                             
Net earnings           696,648         696,648 
                      
                             
BALANCE, MAY 31, 2006  5,772,840  $1,154,568  $7,582,334  $15,997,245   2,010,461  $(10,654,719) $14,079,428 
                      
See notes to condensed financial statements.

4


EDUCATIONAL DEVELOPMENT CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                
 Nine Months Ended November 30,  Three Months Ended May 31, 
 2005 2004  2006 2005 
CASH FLOWS FROM OPERATING ACTIVITIES $1,354,300 $4,209,100  $1,271,839 $851,857 
  
CASH FLOWS FROM INVESTING ACTIVITIES — 
CASH FLOWS FROM INVESTING ACTIVITIES – 
Purchases of property and equipment  (219,400)  (481,500)  (—)  (30,944)
          
  
Net cash used in investing activities  (219,400)  ( 481,500)  (—)  (30,944)
          
  
CASH FLOWS FROM FINANCING ACTIVITIES:  
Borrowings under revolving credit agreement 11,332,000 10,059,000  1,200,000 3,159,000 
Payments under revolving credit agreement  (12,227,000)  (9,758,000)  (1,876,000)  (4,077,000)
Dividends paid  (751,187)  
Cash received from exercise of stock options 49,400 543,500  2,500 45,000 
Tax benefit of stock options exercised 12,300 318,500   12,240 
Cash received from sale of treasury stock 135,300 120,400  42,052 21,117 
Cash paid to acquire treasury stock  ( 77,300)  (4,382,400)  (—)  (77,250)
Dividends paid  (560,700)  (484,000)
          
  
Net cash used in financing activities  ( 1,336,000)  (3,583,000)  (1,382,635)  (916,893)
          
  
Net Increase (Decrease) in Cash and Cash Equivalents  ( 201,100) 144,600 
Net Decrease in Cash and Cash Equivalents  (110,796)  (95,980)
Cash and Cash Equivalents, Beginning of Period 364,000 260,500  321,537 364,024 
          
Cash and Cash Equivalents, End of Period $162,900 $405,100  $210,741 $268,044 
          
  
Supplemental Disclosure of Cash Flow Information:  
Cash paid for interest $75,400 $47,700  $6,064 $17,699 
          
Cash paid for income taxes $1,036,100 $959,700  $201,400 $61,200 
          
 
Supplemental Disclosure of Non-Cash Financing Activities –— 
Dividends declared $ $560,720 
     
See notes to condensed financial statements.

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EDUCATIONAL DEVELOPMENT CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
Note 1 — The information shown with respect to the three months ended May 31, 2006 and nine months ended November 30, 2005, and 2004, 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. The adjustments reflected in the financial statements represent normal recurring adjustments. The results of operations for the three months ended May 31, 2006 and nine months ended November 30, 2005, and 2004, respectively, are not necessarily indicative of the results to be expected at year end due to seasonality of the product sales.
These financial statements and notes are prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and should be read in conjunction with the Financial Statements and accompanying notes contained in the Company’s Annual Report to Shareholders for the Fiscal Year ended February 28, 2005.
Certain reclassifications have been made to the fiscal 2005 financial statements to conform with the fiscal 2006 presentation.2006.
Note 2 — Effective June 30, 2005 the Company signed a Sixth Amendment to the Credit and Security Agreement with Arvest Bank which provided a $3,500,000 line of credit through June 30, 2006. Effective September 2, 2005, the Company signed a Seventh Amendment to the Credit and Security Agreement with Arvest Bank which increased the line of credit from $3,500,000 to $5,000,000 through June 30, 2006. Interest is payable monthly at theWall Street Journal prime-floating rate minus 0.75% (6.25%(7.25% at November 30, 2005)May 31, 2006) and borrowings are collateralized by substantially all the assets of the Company. At November 30, 2005May 31, 2006 the Company had $533,000 outstanding.no debt outstanding under this agreement. Available credit under the revolving credit agreement was $4,467,000$5,000,000 at NovemberMay 31, 2006. Borrowings outstanding under the agreement ranged from $0 to $676,000 during the first quarter ended May 31, 2006. This agreement was renewed under similar terms through June 30, 2005.2007.
Note 3 — Inventories consist of the following:
        
 November 30, 2005 February 28, 2005         
 May 31, 2006 February 28, 2006 
Current:  
Book inventory $12,322,900 $11,785,700  $11,071,885 $12,186,820 
Inventory valuation allowance  (26,000)  (36,500)  (28,960)  (27,460)
          
  
Inventories net — current $12,296,900 $11,749,200 
Inventories net – current $11,042,925 $12,159,360 
          
  
Non-current:  
Book inventory $674,000 $1,111,700  $588,000 $657,000 
Inventory valuation allowance  (201,400)  (388,400)  (236,238)  (277,430)
          
  
Inventories — non-current $472,600 $723,300 
Inventories – non-current $351,762 $379,570 
          
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.
Significant portions of inventory purchases by the Company are concentrated with an England based publishing company. Purchases from this England based publishing company were approximately $3.4$1.8 million and $2.4$3.0 million for the three months ended November 30,May 31, 2006 and 2005, and 2004, respectively. Total inventory purchases from all suppliers were approximately $3.7$2.0 million and $3.0$3.6 million for the three months ended November 30,May 31, 2006 and 2005, and 2004, respectively.
Purchases from this England based publishing company were approximately $9.1 million and $5.8 million for the nine months ended November 30, 2005 and 2004, respectively. Total inventory purchases from all suppliers were approximately $10.4 million and $7.7 million for the nine months ended November 30, 2005 and 2004, respectively.
Note 4 — Basic earnings per share (“EPS”) is computed by dividing net earnings by the weighted average number of common shares outstanding during the period. Diluted EPS is based on the combined weighted average number of common shares outstanding and dilutive potential common shares issuable which include, where appropriate, the assumed exercise of options. In computing diluted EPS the Company has utilized the treasury stock method.

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EDUCATIONAL DEVELOPMENT CORPORATION
The computation of weighted average common and common equivalent shares used in the calculation of basic and diluted earnings per share (“EPS”) is shown below.
                        
 Three Months Ended November 30, Nine Months Ended November 30,  Three Months Ended May 31, 
 2005 2004 2005 2004  2006 2005 
Net Earnings $739,100 $809,400 $1,879,100 $2,086,200  $696,648 $745,200 
              
  
Basic EPS:  
Weighted Average Shares Outstanding 3,753,923 3,878,975 3,745,704 3,954,306  3,756,461 3,738,133 
              
Basic EPS $0.20 $0.21 $0.50 $0.53  $0.19 $0.20 
              
 
Diluted EPS:  
Weighted Average Shares Outstanding 3,753,923 3,878,975 3,745,704 3,954,306  3,756,461 3,738,133 
Assumed Exercise of Options 144,516 176,738 156,068 193,385  130,478 163,455 
              
Shares Applicable to Diluted Earnings 3,898,439 4,055,713 3,901,772 4,147,691  3,886,939 3,901,588 
              
Diluted EPS $0.19 $0.20 $0.48 $0.50  $0.18 $0.19 
              
Since March 1, 1998, when the Company began its stock repurchase program, 2,328,436 shares of the Company’s common stock at a total cost of $11,805,937 have been acquired. The Board of Directors has authorized purchasing up to 2,500,000 shares as market conditions warrant.
Note 5In December 2004,The Company accounts for stock-based compensation whereby share-based payment transactions with employees, such as stock options and restricted stock, are measured at estimated fair value at date of grant and recognized as compensation expense over the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 123 (revised 2004) “Share Based Payment.” This Statement replaces SFAS No. 123, “Accounting for Stock Compensation,” and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees.” vesting period.
In the fourth quarter of fiscal year 2005, the Company early adopted SFASStatement of Financial Accounting Standards No. 123R123 (revised 2004) “Share Based Payment” (SFAS No. 123R) which eliminates the alternative of applying the intrinsic value measurement provision of APBAccounting Principles Board Opinion No. 25 “Accounting for Stock Issued to Employees” to stock compensation awards and requires that share-based payment transactions with employees, such as stock options and restricted stock, be measured at fair value and recognized as compensation expense over the vesting period. The Company adopted SFAS No. 123R on the modified retrospective application method to all prior years for which SFAS No. 123R was effective. For the Company, this began with its fiscal year ended February 28, 1997. There were no stock options granted during the quarter ended November 30, 2005.May 31, 2006.
Note 6— Freight costs and handling costs incurred are included in operating & selling expenses and were $709,600$559,028 and $601,700$533,311 for the three months ended November 30,May 31, 2006 and 2005, and 2004, respectively. Freight costs and handling costs were $1,755,000 and $1,587,200 for the nine months ended November 30, 2005 and 2004, respectively.
Note 7 — 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, book fairs and the Internet.
The accounting policies of the segments are the same as those of the Company. The Company evaluates segment performance based on earnings (loss) before income taxes of the segments, which is defined as segment net sales reduced by direct cost of sales and direct expenses. Corporate expenses, depreciation, interest expense and income taxes are not allocated to the segments, but are listed in the “other” column. Corporate expenses include the executive department, accounting department, information services department, general office management and building facilities management. The Company’s assets and liabilities are not allocated on a segment basis.

7


EDUCATIONAL DEVELOPMENT CORPORATION
Information by industry segment for the three months ended May 31, 2006 and nine months ended November 30, 2005 and 2004 is set forth below:
                                
 Publishing UBAH Other Total  Publishing UBAH Other Total 
Three Months Ended November 30, 2005
 
Three Months Ended May 31, 2006
 
  
Net revenues from external customers $1,900,900 $7,782,100 $ $9,683,000  $2,071,212 $6,035,765 $ $8,106,977 
Earnings before income taxes $638,400 $1,523,100 $(994,400) $1,167,100  $658,422 $1,325,100 $(892,974) $1,090,548 
  
Three Months Ended November 30, 2004
 
Three Months Ended May 31, 2005
 
  
Net revenues from external customers $1,651,900 $7,679,200 $ $9,331,100  $2,160,108 $6,066,571 $ $8,226,679 
Earnings before income taxes $562,300 $1,691,300 $(955,500) $1,298,100  $769,503 $1,342,985 $(909,988) $1,202,500 
 
Nine Months Ended November 30, 2005
 
 
Net revenues from external customers $6,326,000 $18,377,800 $ $24,703,800 
Earnings before income taxes $2,115,000 $3,719,300 $(2,826,300) $3,008,000 
 
Nine Months Ended November 30, 2004
 
 
Net revenues from external customers $5,603,600 $19,273,000 $ $24,876,600 
Earnings before income taxes $1,885,100 $4,265,500 $(2,791,400) $3,359,200 
ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Factors Affecting Forward Looking Statements
This Quarterly Report on Form 10-Q, including the documents incorporated herein by reference, contains certain “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are not historical facts but are expectations or projections based on certain assumptions and analyses made by our senior management in light of their experience and perception of historical trends, current conditions, expected future developments and other factors. Actual events and results may be materially different 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.
The words “estimate,” “project,” “intend,” “expect,” “anticipate,” “believe” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are found at various places throughout this report and the documents incorporated in this report by reference as well as in other written materials, press releases and oral statements issued by us or on our behalf. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date that they are made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this report.

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EDUCATIONAL DEVELOPMENT CORPORATION
Overview
The Company operates two separate divisions, Publishing and Usborne Books at Home (“UBAH”), to sell the Usborne line of children’s books. These two divisions each have their own customer base. The Publishing Division markets its products on a wholesale basis to various retail accounts. The UBAH Division markets its products to individual consumers as well as school and public libraries.

8


EDUCATIONAL DEVELOPMENT CORPORATION
The following table sets forth consolidated statement of earningsincome data as a percentage of nettotal revenues.
                        
 Three Months Ended November 30, Nine Months Ended November 30,  Three Months Ended May 31, 
 2005 2004 2005 2004  2006 2005 
Net revenues  100.0%  100.0%  100.0%  100.0%  100.0%  100.0%
Cost of sales  35.0%  34.5%  37.0%  35.6%  35.5%  36.5%
              
Gross margin  65.0%  65.5%  63.0%  64.4%  64.5%  63.5%
         
Operating expenses:  
Operating & selling  21.8%  19.9%  21.4%  20.5%  22.7%  20.4%
Sales commissions  26.6%  27.1%  24.2%  25.2%  23.1%  23.3%
General & administrative  4.4%  4.5%  5.1%  5.1%  5.3%  5.1%
Interest  0.3%  0.2%  0.3%  0.2%  0.0%  0.2%
              
Total operating expenses  53.1%  51.7%  51.0%  51.0%  51.1%  49.0%
              
  
Other income  0.2%  0.1%  0.2%  0.1%  0.0%  0.1%
              
  
Earnings before income taxes  12.1%  13.9%  12.2%  13.5%  13.4%  14.6%
Income taxes  4.5%  5.2%  4.6%  5.1%  4.8%  5.5%
              
Net earnings  7.6%  8.7%  7.6%  8.4%  8.6%  9.1%
              
Operating Results for the Three Months Ended November 30, 2005May 31, 2006
The Company hadearned income before income taxes of $1,167,100$1,090,548 for the three months ended November 30, 2005May 31, 2006 compared with $1,298,100$1,202,500 for the three months ended November 30, 2004.May 31, 2005
Revenues
                                
 Three Months Ended November 30, $ Increase/ % Increase/  Three Months Ended May 31, $ Increase/ % Increase/ 
 2005 2004 (decrease) (decrease)  2006 2005 (decrease) (decrease) 
Gross sales $12,397,500 $11,670,100 $727,400  6.2% $10,743,378 $10,994,404 $(251,026)  ( 2.3%)
Less discounts & allowances  (3,233,100)  (2,832,900)  (400,200)  14.1%  (3,041,585)  (3,111,541) 69,956  ( 2.2%)
Transportation revenue 518,600 493,900 24,700  5.0% 405,184 343,816 61,368  17.8%
                  
Net revenues $9,683,000 $9,331,100 $351,900  3.8% $8,106,977 $8,226,679 $(119,702)  ( 1.5%)
                  
The UBAH Division’s gross sales increased 1.9%decreased 1.2% or $159,300$78,230 during the three month period ending November 30, 2005May 31, 2006 when compared with the same quarterly period a year ago. The Company attributes this increasedecrease primarily to an 8.1% decrease in home party sales, a 7.5% increase22.0% decrease in the number of consultants who madedirect sales during the quarter ended November 30, 2005 when compared with the same period last year and a 12.9% increase7.1% decrease in the number of orders received during the same two periods. Book fair sales, school and library sales, and web sales all increased, while home partyoffset by a 45.3% increase in Internet sales and a 3.3% increase in book fair sales. The decline in home shows is attributed in part to the consultants doing more book fairs and to the fact that when consultants host a home show and combine it with an e-show, the sale is categorized both as an Internet sale and a home show. The decline in direct sales declined duringoccurred as more consultants replace these orders with Internet orders. The decline in school and library sales is due to the quarter ended November 30, 2005 when compared withdecline in funding received by the same quarter the previous year.schools. The Publishing Division’s gross sales increased 16.9%decreased 3.9% or $568,100,$172,796 during the three month period ending November 30, 2005May 31, 2006 when compared with the same quarterly period a year ago. The Company attributes this to increased buying by the national chains as well as increasedan 11% decrease in sales by the Company’s inside sales representatives and outside sales representatives, both of whom sell to the smaller book markets.books stores, offset by a 5% increase in sales to the national chains.

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EDUCATIONAL DEVELOPMENT CORPORATION
The UBAH Division’s discounts and allowances were $1,202,800$795,518 and $1,127,500$784,600 for the three monthsquarterly periods ended November 30,May 31, 2006 and 2005, and 2004, respectively. The UBAH Division is a multi-level selling organization that markets its products through independent sales representatives (“consultants”). Sales are made to individual purchasers and school and public libraries. Most sales in the UBAH Division are at retail. As a part of the UBAH Division’s marketing programs, discounts between 40% and 50% of retail are offered on selected items at various times throughout the year. The discounts and allowances in the UBAH Division will vary from year to year depending upon the marketing programs in place during any given year. The UBAH Division’s discounts and allowances were 14.2%12.4% of UBAH’s gross sales for the three monthsquarterly period ended November 30, 2005May 31, 2006 and 13.6%12.0% for the three monthsquarterly period ended November 30, 2004.

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EDUCATIONAL DEVELOPMENT CORPORATIONMay 31, 2005.
The Publishing Division’s discounts and allowances are a much larger percentage of gross sales than discounts and allowances in the UBAH Division due to the different customer markets that each division targets. The Publishing Division’s discounts and allowances were $2,030,300$2,246,067 and $1,705,400$2,326,941 for the three monthsquarterly periods ended November 30,May 31, 2006 and 2005, and 2004, respectively. The Publishing Division sells to retail book chains, regional and local bookstores, toy and gift stores, school supply stores and museums. To be competitive with other wholesale book distributors, the Publishing Division sells at discounts between 48% and 55% of the retail price, based upon the quantity of books ordered and the dollar amount of the order. The Publishing Division’s discounts and allowances were 51.7%52.1% of Publishing’s gross sales for the three monthsquarterly period ended November 30, 2005May 31, 2006 and 50.8%51.9% for the three monthsquarterly period ended November 30, 2004.May 31, 2005.
The increase in transportation revenues for the three months ended November 30, 2005May 31, 2006 is the result of increased salesthe January 2006 increase in boththe shipping rates charged in the UBAH Division and the Publishing Division.
Expenses
                                
 Three Months Ended November 30, $ Increase/ % Increase/  Three Months Ended May 31, $ Increase/ % Increase/ 
 2005 2004 (decrease) (decrease)  2006 2005 (decrease) (decrease) 
Cost of sales $3,390,200 $3,220,600 $169,600  5.3% $2,879,370 $3,004,776 $(125,406)  (4.2%)
Operating & selling 2,109,500 1,856,300 253,200  13.6% 1,841,743 1,678,171 163,572  9.7%
Sales commissions 2,573,300 2,526,700 46,600  1.8% 1,873,160 1,917,134  (43,974)  (2.3%)
General & administrative 427,900 415,700 12,200  2.9% 425,021 417,309 7,712  1.8%
Interest 32,600 21,500 11,100  51.6% 2,658 14,692  (12,034)  (81.9%)
                  
Total $8,533,500 $8,040,800 $492,700  6.1% $7,021,952 $7,032,082 $(10,130)  0.1%
                  
Cost of sales increased 5.3% or $169,600decreased 4.2% for the three months ended November 30, 2005May 31, 2006 when compared with the three months ended November 30, 2004. The 5.3% increaseMay 31, 2005. In comparing the 4.2% decrease in cost of sales is consistent with the 6.2% increase2.3% decrease in gross sales. In comparing the 6.2% increase in gross sales with the 5.3% increase in cost of sales, consideration must be given to the mix of products sold. During the three months ended November 30, 2005, sales of consignment titles decreased 10.4% or $99,700 over the same period last year. Consignment titles cost the Company 34% of gross sales price. The Company’s cost of products it sells from inventory ranges from 25% to 34% of the gross sales price, depending upon the product.product sold. Cost of sales as a percentage of gross sales was 26.8% for the three months ended November 30, 2005 was 27.4%May 31, 2006 and for the three months ended November 30, 2004May 31, 2005 was 27.6%27.3%. Cost of sales is the inventory cost of the product sold, which includes the cost of the product itself and inbound freight charges. Purchasing and receiving costs, inspection costs, warehousing costs, and other costs of our distribution network are included in operating and selling expenses. These costs totaled $310,100$290,683 in the three monthsquarter ended November 30, 2005May 31, 2006 and $297,400$267,440 in the three monthsquarter ended November 30, 2004.May 31, 2005. Readers are advised to be cautious when comparing our gross margins with the gross margins of other companies, since some companies include the costs of their distribution networks in cost of sales.
In addition to costs associated with our distribution network (noted above), operating and selling costs include expenses of the Publishing Division, the UBAH Division and the order entry and customer service functions. Operating and selling expenses increased because of a $102,100$76,150 increase in postagethe estimated costs of the travel contests held by the UBAH Division and freightincreases in sales incentives offered by the UBAH Division totaling $35,910. Advertising costs in both divisions, a $34,100 increasethe Publishing Division increased $43,690 as the Company participated in damaged merchandise returned for both divisions and a $87,500 increase in travel contest incentives and other sales incentives inmore cooperative advertising programs with the UBAH Division.major book chains. Operating and selling expenses as a percentage of gross sales were 17.0% and 15.9%17.1% for the three monthsquarter ended November 30, 2005May 31, 2006 and 2004.15.3% for the quarter ended May 31, 2005.

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EDUCATIONAL DEVELOPMENT CORPORATION
Sales commissions in the Publishing Division increased 26.2%11.1% to $23,300$27,887 for the three months ended November 30, 2005.May 31, 2006. Publishing Division sales commissions are paid on net sales and were 1.4% of net sales for the three months ended May 31, 2006 and 1.2% of net sales for the three months ended November 30, 2005 and 1.1% for the three months ended November 30, 2004.May 31, 2005. Sales commissions in the Publishing Division will fluctuate depending upon the amount of sales made to the Company’s “house accounts,” which are the Publishing Division’s largest customers and do not have any commission expense associated with them, and sales made by the Company’s outside sales representatives. Sales commissions in the UBAH Division increased 1.7%decreased 2.5% to $2,550,000$1,845,273 for the three months ended November 30, 2005,May 31, 2006, the direct result of increaseddecreased sales from home shows and school and library sales in this division. UBAH Division sales commissions are paid on retail sales and were 38.1%34.6% of retail sales for the three months ended November 30, 2005May 31, 2006 and 38.5%35.6% of retail sales for the three months ended November 30, 2004.May 31, 2005. The fluctuation in the percentages of commission expense to retail sales is the result of the type of sale. Home shows, book fairs, school and library sales and direct sales have different commissions rates. Also contributing to the fluctuations in the percentages is the payment of overrides and bonuses, both dependent on consultants’ monthly sales and downline sales.

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EDUCATIONAL DEVELOPMENT CORPORATION
General and administrative costs include the executive department, accounting department, information services department, general office management and building facilities management. General and administrative expenses for the three months ended November 30, 2005 increased 2.9% over the same period last year. Contributing to the increase in general and administrative expenses were increases in audit and legal expenses of $14,100 and payroll and benefits of $8,400, and a reduction of material and supplies costs of $9,900. Payroll and benefit costs increases are necessary to keep the Company competitive in the local job market. General and administrative expenses as a percentage of gross sales were 3.5% for the three months ended November 30, 2005 and 3.6% for the three months ended November 30, 2004.
Interest expense increased $11,100 due to slightly increased borrowings and higher interest rates, throughout the three months ended November 30, 2005. Interest expense as a percentage of gross sales was 0.3% for the three months ended November 30, 2005 and was 0.2% for the three months ended November 30, 2004.
The Company’s effective tax rate was 36.7%36.1% and 37.6%38.0% for the three monthsquarterly periods ended November 30,May 31, 2006 and 2005, and 2004, respectively. These rates are higher than the federal statutory rate due to state income taxes.
Operating Results for the Nine Months Ended November 30, 2005
The Company had income before income taxes of $3,008,000 for the nine months ended November 30, 2005 compared with $3,359,200 for the nine months ended November 30, 2004.
Revenues
                 
  Nine Months Ended November 30,  $ Increase/  % Increase/ 
  2005  2004  (decrease)  (decrease) 
Gross sales $32,940,400  $32,308,200  $632,200   2.0%
Less discounts & allowances  (9,444,000)  (8,698,000)  (746,000)  8.6%
Transportation revenue  1,207,400   1,266,400   (59,000)  (4.7%)
             
Net revenues $24,703,800  $24,876,600  $(172,800)  (0.7%)
             
The UBAH Division’s gross sales decreased 4.6% or $948,000 during the nine month period ending November 30, 2005 when compared with the same nine month period a year ago. The Company attributes this decrease primarily to a 10.9% decrease in the number of home shows held during the nine months ended November 30, 2005 when compared with the same nine month period last year. This resulted in a 13.4% decrease in home party sales for the nine months ended November 30, 2005 versus November 30, 2004. In addition, in comparing these same two nine month periods, direct sales declined 9.3%, while school and library sales increased 5.0%, book fair sales increased 9.4% and web sales increased 59.1%. The Publishing Division’s gross sales increased 13.8% or $1,580,200, during the nine month period ending November 30, 2005 when compared with the same period a year ago. The Company attributes this to increased buying by the national chains as well as increased sales by the Company’s inside sales representatives and outside sales representatives, both of whom sell to the smaller book markets.
The UBAH Division’s discounts and allowances were $2,689,900 and $2,800,000 for the nine months ended November 30, 2005 and 2004, respectively. The UBAH Division is a multi-level selling organization that markets its products through independent sales representatives (“consultants”). Sales are made to individual purchasers and school and public libraries. Most sales in the UBAH Division are at retail. As a part of the UBAH Division’s marketing programs, discounts between 40% and 50% of retail are offered on selected items at various times throughout the year. The discounts and allowances in the UBAH Division will vary from year to year depending upon the marketing programs in place during any given year. The UBAH Division’s discounts and allowances were 13.5% of UBAH’s gross sales for the nine months ended November 30, 2005 and 13.4% for the nine months ended November 30, 2004.
The Publishing Division’s discounts and allowances are a much larger percentage of gross sales than discounts and allowances in the UBAH Division due to the different customer markets that each division targets. The Publishing Division’s discounts and allowances were $6,754,100 and $5,898,000 for the nine months ended November 30, 2005 and 2004, respectively. The Publishing Division sells to retail book chains, regional and local bookstores, toy and gift stores, school supply stores and museums. To be competitive with other wholesale book distributors, the Publishing Division sells at discounts between 48% and 55% of the retail price, based upon the quantity of books ordered and the dollar amount of the order. The Publishing Division’s discounts and allowances were 51.7% of Publishing’s gross sales for the nine-month period ended November 30, 2005 and 51.4% for the nine-month period ended November 30, 2004.

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EDUCATIONAL DEVELOPMENT CORPORATION
The decrease in transportation revenues for the nine months ended November 30, 2005 is the result of decreased sales in the UBAH Division.
Expenses
                 
  Nine months Ended November 30,  $ Increase/  % Increase/ 
  2005  2004  (decrease)  (decrease) 
Cost of sales $9,134,200  $8,843,500  $290,700   3.3%
Operating & selling  5,295,500   5,102,700   192,800   3.8%
Sales commissions  5,967,100   6,277,900   (310,800)  (5.0%)
General & administrative  1,257,100   1,265,500   (8,400)  (0.7%)
Interest  75,600   51,100   24,500   47.9%
             
Total $21,729,500  $21,540,700  $188,800   0.9%
             
Cost of sales increased 3.3% or $290,700 for the nine months ended November 30, 2005 when compared with the nine months ended November 30, 2004. The 3.3% increase in cost of sales is consistent with the increase in gross sales of approximately $632,200 or 2.0% for the same two nine-month periods. In comparing the 2.0% increase in gross sales with the 3.3% increase in cost of sales, consideration must be given to the mix of products sold. During the nine months ended November 30, 2005, sales of consignment titles increased 27.8% or $572,000 over the same period last year. Consignment titles cost the Company 34% of gross sales price. The Company’s cost of products it sells from inventory ranges from 25% to 34% of the gross sales price, depending upon the product. Cost of sales as a percentage of gross sales for the nine months ended November 30, 2005 was 27.7% and for the nine months ended November 30, 2004 was 27.4%. Cost of sales is the inventory cost of the product sold, which includes the cost of the product itself and inbound freight charges. Purchasing and receiving costs, inspection costs, warehousing costs, and other costs of our distribution network are included in operating and selling expenses. These costs totaled $833,500 in the nine months ended November 30, 2005 and $871,000 in the nine months ended November 30, 2004. Readers are advised to be cautious when comparing our gross margins with the gross margins of other companies, since some companies include the costs of their distribution networks in cost of sales.
In addition to costs associated with our distribution network (noted above), operating and selling costs include expenses of the Publishing Division, the UBAH Division and the order entry and customer service functions. Operating and selling expenses increased due to a $138,200 increase in postage and freight costs, a $15,900 increase is payroll and benefits costs and a $30,100 increase in travel contest incentives and other sales incentives in the UBAH Division. Payroll and benefit costs increases are necessary to keep the Company competitive in the local job market. Operating and selling expenses as a percentage of gross sales were 16.1% for the nine months ended November 30, 2005 and 15.8% for the nine months ended November 30, 2004.
Sales commissions in the Publishing Division increased 13.4% to $76,100 for the nine months ended November 30, 2005. Publishing Division sales commissions are paid on net sales and were 1.2% of net sales for the nine months ended November 30, 2005 and November 30, 2004. Sales commissions in the Publishing Division will fluctuate depending upon the amount of sales made to the Company’s “house accounts,” which are the Publishing Division’s largest customers and do not have any commission expense associated with them, and sales made by the Company’s outside sales representatives. Sales commissions in the UBAH Division decreased 5.2% to $5,891,000 for the nine months ended November 30, 2005, the direct result of decreased sales in this division. UBAH Division sales commissions are paid on retail sales and were 37.8% of retail sales for the nine months ended November 30, 2005 and 38.5% of retail sales for the nine months ended November 30, 2004. The fluctuation in the percentages of commission expense to retail sales is the result of the type of sale. Home shows, book fairs, school and library sales and direct sales have different commissions rates. Also contributing to the fluctuations in the percentages is the payment of overrides and bonuses, both dependent on consultants’ monthly sales and downline sales.
General and administrative costs include the executive department, accounting department, information services department, general office management and building facilities management. General and administrative expenses for the nine months ended November 30, 2005 decreased 0.7% over the same period last year. Contributing to the decrease in general and administrative expenses were decreases in repairs and maintenance costs of $13,500 and materials and supplies costs of $22,400. Offsetting these decreases was an increase in depreciation costs of $12,100 attributable to the new warehouse and an increase in payroll and benefits costs of $13,900. Payroll and benefit costs increases are necessary to keep the Company competitive in the local job market. General and administrative expenses as a percentage of gross sales were 3.8% for the nine months ended November 30, 2005 and 3.9% for the nine months ended November 30, 2004.

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EDUCATIONAL DEVELOPMENT CORPORATION
Interest expense increased $24,500 due to slightly increased borrowings and higher interest rates throughout the nine months ended November 30, 2005. Interest expense as a percentage of gross sales was 0.2% for the nine months ended November 30, 2005 and November 30, 2004.
The Company’s effective tax rate was 37.5% for the nine-month period ended November 30, 2005 and 37.9% for the nine month period ended November 30, 2004. These rates are higher than the federal statutory rate due to state income taxes.
Liquidity and Capital Resources
The Company’s primary source of cash is operating cash flow. Its primary uses of cash are for purchasesto repay borrowings on the Company’s line of treasury stock under the stock buyback programcredit, purchase property and for working capital.equipment and pay dividends. The Company utilizes its bank credit facility to meet its short-term cash needs.
The Company’s Board of Directors has adopted a stock repurchase plan in which the Company may purchase up to 2,500,000 shares as market conditions warrant. Management believes the stock is undervalued and when stock becomes available at an attractive price, the Company will utilize free cash flow to repurchase shares. Management believes this enhances the value to the remaining stockholders and that these repurchases will have no adverse effect on the Company’s short-term and long-term liquidity. The Company did not repurchase any shares during the quarter ended May 31, 2006.
The Company has a history of profitability and positive cash flow. The Company can sustain planned growth levels with minimal capital requirements. Consequently, cash generated from operations is used to liquidate any existing debt and then to repurchase shares outstanding or capital distributions through dividends. The Company expects its ongoing cash flow to exceed cash required to operate the business. During the first nine months of fiscal year 2006 the Company repurchased 7,500 shares of its common stock under the stock repurchase program at a cost of $77,300.dividends
The Company’s primary source of liquidity is cash generated from operations. During the first ninethree months of fiscal year 20062007 the Company experienced a positive cash flow from operating activities of $1,354,300.$1,271,839. Cash flows from operating activities was positive due to increasesincreased by a decline in inventory of $1,144,243 and an increase in income taxes payable of $155,407. Offsetting this was a decrease in accounts payable and accrued expenses of $378,200, offset by increases$836,219. Fluctuations in net inventory involve the timing of $297,000 and a net increase in accounts receivable and income taxes receivable of $838,500. Inventory increased due toshipments received from the receipt of many new titles for the January 2006 selling season, offset by the moderate increase in sales for the first nine months ended November 30, 2005.Company’s principal supplier. The Company believes that the inventory levels are at an adequate level to meet sales requirements and does not foresee increasing inventory significantly during the balance of fiscal year 2006. The increase in accounts receivable is due primarily to increased sales in the Publishing Division and a special sales promotion in the Publishing Division which offered payment terms extended to mid-December.2007. Fluctuations in accounts payable and accrued expenses involve timing of shipments received from the Company’s principal supplier and the payments associated with these shipments. Cash generated from operations during the first nine months of fiscal year 2005 was $4,209,100. The reduction in cash generated from operations between the nine months of fiscal year 2006 versus fiscal year 2005 was primarily due to a decrease of $2,200,000 in inventories during the nine months of fiscal year 2005.
The Company believes that in fiscal year 20062007 it will experience a positive cash flow and that this positive cash flow along with the bank credit facility will be adequate to meet its liquidity requirements for the foreseeable future.
CashThere was no cash used in investing activities was $219,400. The principal uses of cash in investing activities were $169,500 in property improvements, a $41,300 automobile, $6,600 in warehouse equipment and $2,000 in computer equipment.during the quarter ended May 31, 2006. The Company estimates that cash used in investing activities for fiscal year 20062007 will be less than $250,000. This would consist of software and hardware enhancements to the Company’s existing data processing equipment, property improvements and additional warehouse equipment.
Cash used in financing activities was $1,336,000,$1,382,635, comprised of a net decrease$42,052 received from the sale of $895,000 in borrowings under the bank credit agreement, $49,400treasury stock, $2,500 received from the exercise of stock options, $12,300 tax benefit of stock options exercised, $135,300 received from the sale of treasury stock, $77,300 paid to acquire treasury stock$751,187 cash dividend payment and a $560,700 cash dividend payment.net reduction of $676,000 in borrowings under the bank credit agreement.
As of November 30, 2005May 31, 2006 the Company did not have any commitments in excess of one year.

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On January 11, 2006 the Board of Directors authorized a $0.20 per share cash dividend payable May 12, 2006 to shareholders of record May 2, 2006.
EDUCATIONAL DEVELOPMENT CORPORATION
Bank Credit Agreement
Effective June 30, 2005 the Company signed a Sixth Amendment to the Credit and Security Agreement with Arvest Bank which provided a $3,500,000 line of credit through June 30, 2006. Effective September 2, 2005, the Company signed a Seventh Amendment to the Credit and Security Agreement with Arvest Bank which increased the line of credit from $3,500,000 to $5,000,000 through June 30, 2006. Interest is payable monthly at theWall Street Journal prime-floating rate minus 0.75% (6.25%

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EDUCATIONAL DEVELOPMENT CORPORATION
(7.25% at November 30, 2005)May 31, 2006) and borrowings are collateralized by substantially all the assets of the Company. At November 30, 2005May 31, 2006 the Company had $533,000 outstanding.no debt outstanding under this agreement. Available credit under the revolving credit agreement was $4,467,000$5,000,000 at NovemberMay 31, 2006. Borrowings outstanding under the agreement ranged from $0 to $676,000 during the first quarter ended May 31, 2006. This agreement was renewed under similar terms through June 30, 2005.
2007.
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to our valuation of inventory, allowance for uncollectable accounts receivable, allowance for sales returns, long-lived assets and deferred income taxes. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may materially differ from these estimates under different assumptions or conditions. Historically, however, actual results have not differed materially from those determined using required estimates. The Company’s significant accounting policies are described in the notes accompanying the financial statements included in the Company’s Annual Report to Shareholders for the Fiscal Year ended February 28, 2005.2006. However, the Company considers the following accounting policies to be more dependent on the use of estimates and assumptions.assumptions
Revenue Recognition
Revenue from merchandiseSales are recognized and recorded when products are shipped. Products are shipped FOB shipping point. The UBAH Division’s sales are paid before the product is shipped. These sales accounted for 74% of net of returnsrevenues for the quarters ended May 31, 2006 and allowances.May 31, 2005. The provisions of the SEC Staff Accounting Bulletin No.104, “Revenue Recognition in Financial Statements,” have been applied, and as a result, a reserve is provided for estimated future sales returns. The Company’s sales return policy allows the customer to return all purchases for an exchange or refund for up to 30 days after the customer receives the item. Estimated allowances for sales returns are recorded as sales are recognized and recorded. Management uses a moving average calculation to estimate the allowance for sales returns. The Company is not responsible for product damaged in transit. Damaged returns are primarily from the retail stores. The damages occur in the stores, not in shipping to the stores. It is industry practice to accept returns from wholesale customers. Transportation revenue, the amount billed to the customer for shipping the product, is recorded when products are shipped. Management has estimated and included a reserve for sales returns of $66,000$70,000 as of November 30, 2005May 31, 2006 and $63,000$73,000 as of February 28, 2005. The reserve for sales returns is estimated by management using historical sales returns data.2006.
Allowance for Doubtful Accounts
The Company maintains an allowance for estimated losses resulting from the inability of its customers to make required payments. An estimate of uncollectable amounts is made by management based upon historical bad debts, current customer receivable balances, age of customer receivable balances, the customer’s financial condition and current economic trends. If the actual uncollected amounts significantly exceed the estimated allowance, then the Company’s operating results would be significantly adversely affected. Management has estimated and included an allowance for doubtful accounts of $85,900$121,840 and $77,400$112,209 as of November 30, 2005May 31, 2006 and February 28, 2005,2006, respectively.
Inventory
Management continually estimates and calculates the amount of non-current inventory. TheNon-current inventory arises due to the Company occasionally purchasing 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. Non-current inventory was estimated by management using the current year turnover ratio by title. All inventory in excess of 21/2 years of anticipated sales was classified as non-currentnoncurrent inventory. Non-currentNoncurrent inventory balances, before valuation allowance, were $674,000$588,000 at November 30, 2005May 31, 2006 and $1,111,700$657,000 at February 28, 2005. The decrease in non-current inventory is the result of the Company promoting many of these titles on its web site as well as special promotions of many of these titles through the UBAH Division.2006.

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EDUCATIONAL DEVELOPMENT CORPORATION
Inventories are presented net of a valuation allowance. Management has estimated and included a valuation allowance for both current and noncurrent inventory. This reserve is based on management’s identification of slow moving inventory on hand at November 30, 2005May 31, 2006 and February 28, 2005.2006. Management has estimated a valuation allowance for both current and noncurrent inventory of $227,400$265,198 and $424,900$304,890 as of November 30, 2005May 31, 2006 and February 28, 2005,2006, respectively. The decrease in the inventory valuation allowance is reflective of the decrease in the amount of inventory on hand in excess of our normal operating cycle.
Deferred Tax Assets
The Company does not currently have a valuation allowance recorded against its deferred tax assets. If management determines it is more likely than not that its deferred tax assets would not be realizable in the future, a valuation allowance would be recorded to reduce the deferred tax asset to its net realizable value.

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EDUCATIONAL DEVELOPMENT CORPORATION
Long-lived Assets
Whenever events or changes in circumstances indicate thatIn evaluating the carrying amountfair value and future benefits of our property and equipment may not be recoverable fromlong-lived assets, we perform an analysis of the anticipated undiscounted future operatingnet cash flows we will perform a test to determineof the related long-lived assets and reduce their carrying value by the excess, if any, of the asset values are impaired.result of such calculation. We believe at this time that the long-lived assets’ carrying values and useful lives continue to be appropriate.
Stock- Based Compensation
The Company accounts for stock-based compensation whereby share-based payment transactions with employees, such an evaluation is not necessary.as stock options and restricted stock, are measured at estimated fair value at date of grant and recognized as compensation expense over the vesting period.
Item 3.Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     The Company does not have any material market risk.
Item 4Item 4 CONTROLS AND PROCEDURES
An evaluation was performed of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) and 15d-15(e) as of November 30, 2005.May 31, 2006. This evaluation was conducted under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and its Controller and Corporate Secretary (Principal Financial and Accounting Officer). Based on that evaluation, the Company’s Chief Executive Officer and its Controller and Corporate Secretary (Principal Financial and Accounting Officer) concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported in accordance within the time periods specified in Securities and Exchange Commission rules and forms. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. There have been no changes in the Company’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect, its internal control over financial reporting, since the date these controls were evaluated.
PART II OTHER INFORMATION
Item 2Item 1A RISK FACTORS
     There were no material changes in the risk factors discussed in the Company’s Fiscal Year 2006 Form 10-K.

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EDUCATIONAL DEVELOPMENT CORPORATION
Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
     The following table sets forth certain information concerning the repurchase of the Company’s Common Stock made by the Company during the thirdfirst quarter ended November 30, 2005.May 31, 2006.
ISSUER PURCHASES OF EQUITY SECURITIES
                 
          (d) Maximum
(c) Total Number  (d) Maximum
Number (or
 
          of Shares (or  Approximate 
          Units) Purchased  Dollar Value) 
          as Part of  of Shares (or 
          Publicly  Units) that May 
  (a) Total Number  (b) Average  Announced  Yet Be Purchased 
  of Shares (or  Price Paid per  Plans  Under the 
Period UnitsUnits) Purchased (1)  Share (or Unit)  or Programs (1)(2)  Plans or Programs 
SeptemberMarch 1, 20052006September 30, 2005March 31, 2006           171,564 
                 
OctoberApril 1, 20052006October 31, 2005April 30, 2006           171,564 
                 
NovemberMay 1, 20052006November 30, 2005May 31, 2006           171,564 
              
                 
Total             
              

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EDUCATIONAL DEVELOPMENT CORPORATION
(1)All of the shares of common stock set forth in this column (a) were purchased pursuant to a publicly announced plan as described in footnote 2 below.
(1)
(2) In July 1998, the Board of Directors authorized the Company to purchase up to 1,000,000 shares of the Company’s common stock pursuant to a plan that was announced publicly on October 14, 1998. In May 1999, the Board of Directors authorized the Company to purchase up to an additional 1,000,000 shares of its common stock under this plan, which was announced publicly on May 19, 1999. In April 2004 the Board of Directors authorized the Company to purchase up to an additional 500,000 shares of its common stock under this plan. Pursuant to the plan, the Company may purchase such 2,500,000 shares of the Company’s common stock until 2,500,000 shares have been repurchased.
(3)There is no expiration date for the repurchase plan.
Item 5 OTHER INFORMATION
On July 13, 2006, the Company entered into an agreement to provide Debtor in Possession financing and to participate in a Plan of Reorganization with Intervisual Books, Inc., located in Inglewood, California. Intervisual Books, Inc. is currently operating as a debtor-in-possession in a Chapter 11 bankruptcy case voluntarily filed May 8, 2006. Upon Bankruptcy Court approval, the Company will provide Intervisual Books, Inc. with interim financing intended to facilitate the acquisition by, the Company of substantially all of the assets of Intervisual which would then become an operating division of the Company.
Item 6 EXHIBITSEXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
31.1 Certification of the Chief Executive Officer of Educational Development Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 furnished herewith.
 
31.2 Certification of Controller and Corporate Secretary (Principal Financial and Accounting Officer) of Educational Development Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 furnished herewith.
 
32.1 Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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(b) Reports on Form 8-K
A Form 8-K was filed on October 13, 2005 to submit to the Securities and Exchange Commission a press release announcing earnings and sales for the 2nd quarter ended August 31, 2005. The press release contained the following financial information for the 2nd quarter ended August 31, 2005 and the 2nd quarter ended August 31, 2004: (1) net revenues; (2) pre tax earnings; (3) income taxes; (4) net earnings; (5) earnings per share.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)
     
  
DateJanuary 13, 2006EDUCATIONAL DEVELOPMENT CORPORATIONBy        /s/ Randall W. White  
  Randall W. White(Registrant)  
President 

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DateJuly 13, 2006
By/s/ Randall W. White
Randall W. White
     President

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EDUCATIONAL DEVELOPMENT CORPORATION
EXHIBIT INDEX
   
Exhibit No. Description
 
31.1 Certification of the Chief Executive Officer of Educational Development Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 furnished herewith.
 
31.2 Certification of Controller and Corporate Secretary (Principal Financial and Accounting Officer) of Educational Development Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 furnished herewith.
   
32.1 Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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