UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2017
OR
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ___________ to ____________.
Commission file number: 000-04957
EDUCATIONAL DEVELOPMENT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 73-0750007 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
5402 South 122nd East Ave, Tulsa, Oklahoma | 74146 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (918) 622-4522
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $.20 par value | EDUC | NASDAQ |
(Title of class) | (Trading symbol) | (Name of each exchange on which registered) |
Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ | ||
Non-accelerated filer | Smaller reporting company ☒ | ||
Emerging Growth Company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of January 12, 2018,6, 2021, there were 4,088,9348,350,972 shares of Educational Development Corporation Common Stock, $0.20 par value outstanding.
Page | ||
PART I. FINANCIAL INFORMATION | ||
Item 1. | 3 | |
Item 2. | 15 | |
Item 3. | 23 | |
Item 4. | 23 | |
PART II. OTHER INFORMATION | ||
Item 1. | 24 | |
Item 1A. | 24 | |
Item 2. | 24 | |
Item 3. | 24 | |
Item 4. | 24 | |
Item 5. | 24 | |
Item 6. | 24 | |
25 |
CAUTIONARY REMARKS REGARDING FORWARD-LOOKING STATEMENTS
The information discussed in this Quarterly Report on Form 10-Q includes “forward-looking statements.” These forward-looking statements are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “continue,” “potential,” “should,” “could,” and similar terms and phrases. Although we believe that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties, and we can give no assurance that such expectations or assumptions will be achieved. Important factors that could cause actual results to differ materially from those in the forward-looking statements are described under “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended February 28, 201729, 2020 and in this Quarterly Report.quarterly report. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere in this Quarterly Report on Form 10-Q and speak only as of the date of this Quarterly Report on Form 10-Q. Other than as required under the securities laws, we do not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise.
PART I. FINANCIAL INFORMATION
EDUCATIONAL DEVELOPMENT CORPORATION | ||||||||
CONDENSED BALANCE SHEETS (UNAUDITED) | ||||||||
ASSETS | November 30, 2017 | February 28, 2017 | ||||||
CURRENT ASSETS: | ||||||||
Cash and cash equivalents | $ | 6,141,300 | $ | 699,200 | ||||
Accounts receivable, less allowance for doubtful accounts and sales returns of $637,000 (November 30) and $675,000 (February 28) | 3,834,700 | 2,917,000 | ||||||
Inventories—Net | 24,455,900 | 34,253,100 | ||||||
Prepaid expenses and other assets | 999,900 | 695,200 | ||||||
Total current assets | 35,431,800 | 38,564,500 | ||||||
NONCURRENT INVENTORIES —Net | 196,300 | 192,100 | ||||||
PROPERTY, PLANT AND EQUIPMENT—Net | 27,453,100 | 27,034,300 | ||||||
OTHER ASSETS | 61,400 | 61,400 | ||||||
DEFERRED INCOME TAXES | - | 128,000 | ||||||
TOTAL ASSETS | $ | 63,142,600 | $ | 65,980,300 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
CURRENT LIABILITIES: | ||||||||
Accounts payable | $ | 10,263,600 | $ | 17,565,300 | ||||
Line of credit | - | 4,882,900 | ||||||
Deferred revenue | 661,700 | 633,100 | ||||||
Current maturities of long-term debt | 1,239,500 | 898,500 | ||||||
Accrued salaries and commissions | 4,144,900 | 1,379,700 | ||||||
Income taxes payable | 1,989,000 | 1,519,400 | ||||||
Other current liabilities | 4,432,200 | 3,218,200 | ||||||
Total current liabilities | 22,730,900 | 30,097,100 | ||||||
LONG-TERM DEBT-Net of current maturities | 20,686,000 | 20,665,800 | ||||||
DEFERRED INCOME TAXES | 51,400 | - | ||||||
OTHER LONG-TERM LIABILITIES | 106,000 | - | ||||||
Total liabilities | 43,574,300 | 50,762,900 | ||||||
COMMITMENTS (Note 8) | ||||||||
SHAREHOLDERS’ EQUITY: | ||||||||
Common stock, $0.20 par value; Authorized 8,000,000 shares; Issued 6,046,040 (November 30) and 6,041,040 (February 28) shares; | 1,209,200 | 1,208,200 | ||||||
Capital in excess of par value | 8,573,300 | 8,548,000 | ||||||
Retained earnings | 20,708,400 | 16,317,800 | ||||||
30,490,900 | 26,074,000 | |||||||
Less treasury stock, at cost | (10,922,600 | ) | (10,856,600 | ) | ||||
Total shareholders' equity | 19,568,300 | 15,217,400 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 63,142,600 | $ | 65,980,300 |
EDUCATIONAL DEVELOPMENT CORPORATION |
CONDENSED BALANCE SHEETS (UNAUDITED) |
November 30, | February 29, | |||||||
ASSETS | 2020 | 2020 | ||||||
CURRENT ASSETS | ||||||||
Cash and cash equivalents | $ | 31,494,300 | $ | 2,999,400 | ||||
Accounts receivable, less allowance for doubtful accounts of $345,000 (November 30) and $237,400 (February 29) | 4,115,600 | 2,967,200 | ||||||
Inventories - net | 47,313,800 | 30,087,300 | ||||||
Income taxes receivable | 8,400 | 221,700 | ||||||
Prepaid expenses and other assets | 1,163,700 | 950,600 | ||||||
Total current assets | 84,095,800 | 37,226,200 | ||||||
INVENTORIES - net | 754,200 | 1,016,700 | ||||||
PROPERTY, PLANT AND EQUIPMENT - net | 27,209,800 | 26,377,700 | ||||||
OTHER ASSETS | 108,300 | 82,200 | ||||||
TOTAL ASSETS | $ | 112,168,100 | $ | 64,702,800 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable | $ | 45,159,800 | $ | 9,661,100 | ||||
Deferred revenues | 2,330,900 | 385,300 | ||||||
Current maturities of long-term debt | 527,700 | 1,027,400 | ||||||
Accrued salaries and commissions | 6,252,900 | 1,657,200 | ||||||
Dividends payable | 835,500 | 417,400 | ||||||
Other current liabilities | 7,432,100 | 3,238,200 | ||||||
Total current liabilities | 62,538,900 | 16,386,600 | ||||||
LONG-TERM DEBT - net of current maturities | 10,587,100 | 17,784,300 | ||||||
DEFERRED INCOME TAXES - net | 183,500 | 993,300 | ||||||
OTHER LONG-TERM LIABILITIES | 137,300 | 145,800 | ||||||
Total liabilities | 73,446,800 | 35,310,000 | ||||||
SHAREHOLDERS' EQUITY | ||||||||
Common stock, $0.20 par value; Authorized 16,000,000 shares; Issued 12,410,080 (November 30) and 12,410,080 (February 29) shares; Outstanding 8,355,972 (November 30) and 8,348,651 (February 29) shares | 2,482,000 | 2,482,000 | ||||||
Capital in excess of par value | 10,552,600 | 9,843,900 | ||||||
Retained earnings | 38,349,900 | 29,732,200 | ||||||
51,384,500 | 42,058,100 | |||||||
Less treasury stock, at cost | (12,663,200 | ) | (12,665,300 | ) | ||||
Total shareholders' equity | 38,721,300 | 29,392,800 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 112,168,100 | $ | 64,702,800 |
See notes to condensed financial statements.
EDUCATIONAL DEVELOPMENT CORPORATION | ||||||||||||||||
CONDENSED STATEMENTS OF EARNINGS (UNAUDITED) | ||||||||||||||||
Three Months Ended November 30, | Nine Months Ended November 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
GROSS SALES | $ | 41,894,600 | $ | 34,397,300 | $ | 100,989,500 | $ | 91,657,200 | ||||||||
Less discounts and allowances | (6,762,300 | ) | (6,948,000 | ) | (19,929,300 | ) | (20,581,900 | ) | ||||||||
Transportation revenue | 3,775,700 | 3,248,300 | 8,959,900 | 8,299,500 | ||||||||||||
NET REVENUES | 38,908,000 | 30,697,600 | 90,020,100 | 79,374,800 | ||||||||||||
COST OF GOODS SOLD | 10,494,800 | 8,328,100 | 24,579,200 | 22,500,300 | ||||||||||||
Gross margin | 28,413,200 | 22,369,500 | 65,440,900 | 56,874,500 | ||||||||||||
OPERATING EXPENSES: | ||||||||||||||||
Operating and selling | 7,837,300 | 6,520,300 | 17,549,900 | 16,790,900 | ||||||||||||
Sales commissions | 12,510,400 | 9,521,000 | 28,759,300 | 24,802,200 | ||||||||||||
General and administrative | 4,735,200 | 4,525,900 | 12,359,600 | 12,237,600 | ||||||||||||
Total operating expenses | 25,082,900 | 20,567,200 | 58,668,800 | 53,830,700 | ||||||||||||
OTHER INCOME (EXPENSE): | ||||||||||||||||
Interest expense | (287,600 | ) | (265,000 | ) | (863,800 | ) | (730,000 | ) | ||||||||
Other income | 390,100 | 502,800 | 1,189,400 | 1,251,600 | ||||||||||||
Total other income | 102,500 | 237,800 | 325,600 | 521,600 | ||||||||||||
EARNINGS BEFORE INCOME TAXES | 3,432,800 | 2,040,100 | 7,097,700 | 3,565,400 | ||||||||||||
INCOME TAXES | 1,304,400 | 765,900 | 2,707,100 | 1,352,500 | ||||||||||||
NET EARNINGS | $ | 2,128,400 | $ | 1,274,200 | $ | 4,390,600 | $ | 2,212,900 | ||||||||
BASIC AND DILUTED EARNINGS PER SHARE: | ||||||||||||||||
Basic | $ | 0.52 | $ | 0.31 | $ | 1.07 | $ | 0.54 | ||||||||
Diluted | $ | 0.52 | $ | 0.31 | $ | 1.07 | $ | 0.54 | ||||||||
DIVIDENDS PER SHARE | $ | 0.00 | $ | 0.09 | $ | 0.00 | $ | 0.27 | ||||||||
WEIGHTED AVERAGE NUMBER OF COMMON AND EQUIVALENT SHARES OUTSTANDING: | ||||||||||||||||
Basic | 4,087,268 | 4,079,916 | 4,087,686 | 4,074,355 | ||||||||||||
Diluted | 4,090,011 | 4,084,863 | 4,090,053 | 4,079,833 |
EDUCATIONAL DEVELOPMENT CORPORATION |
CONDENSED STATEMENTS OF EARNINGS (UNAUDITED) |
Three Months Ended November 30, | Nine Months Ended November 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
GROSS SALES | $ | 83,137,500 | $ | 53,619,900 | $ | 203,717,200 | $ | 122,635,300 | ||||||||
Less discounts and allowances | (24,131,100 | ) | (16,406,500 | ) | (58,390,400 | ) | (37,978,900 | ) | ||||||||
Transportation revenue | 7,743,900 | 3,611,200 | 18,965,300 | 8,193,600 | ||||||||||||
NET REVENUES | 66,750,300 | 40,824,600 | 164,292,100 | 92,850,000 | ||||||||||||
COST OF GOODS SOLD | 19,597,800 | 13,279,900 | 48,302,800 | 30,382,500 | ||||||||||||
Gross margin | 47,152,500 | 27,544,700 | 115,989,300 | 62,467,500 | ||||||||||||
OPERATING EXPENSES | ||||||||||||||||
Operating and selling | 11,616,200 | 6,513,500 | 28,488,300 | 15,089,900 | ||||||||||||
Sales commissions | 22,960,300 | 13,008,600 | 56,865,200 | 28,804,700 | ||||||||||||
General and administrative | 7,082,200 | 4,373,500 | 17,282,200 | 12,029,300 | ||||||||||||
Total operating expenses | 41,658,700 | 23,895,600 | 102,635,700 | 55,923,900 | ||||||||||||
INTEREST EXPENSE | 119,300 | 216,500 | 441,500 | 691,000 | ||||||||||||
OTHER INCOME | (399,800 | ) | (403,100 | ) | (1,305,600 | ) | (1,196,300 | ) | ||||||||
EARNINGS BEFORE INCOME TAXES | 5,774,300 | 3,835,700 | 14,217,700 | 7,048,900 | ||||||||||||
INCOME TAXES | 1,504,700 | 1,099,900 | 3,762,000 | 1,941,900 | ||||||||||||
NET EARNINGS | $ | 4,269,600 | $ | 2,735,800 | $ | 10,455,700 | $ | 5,107,000 | ||||||||
BASIC AND DILUTED EARNINGS PER SHARE | ||||||||||||||||
Basic | $ | 0.51 | $ | 0.33 | $ | 1.25 | $ | 0.62 | ||||||||
Diluted | $ | 0.51 | $ | 0.33 | $ | 1.25 | $ | 0.61 | ||||||||
WEIGHTED AVERAGE NUMBER OF COMMON AND EQUIVALENT SHARES OUTSTANDING | ||||||||||||||||
Basic | 8,355,831 | 8,406,709 | 8,354,156 | 8,301,209 | ||||||||||||
Diluted | 8,355,831 | 8,412,638 | 8,354,156 | 8,307,496 | ||||||||||||
Dividends per share | $ | 0.10 | $ | 0.05 | $ | 0.22 | $ | 0.15 |
See notes to condensed financial statements.
EDUCATIONAL DEVELOPMENT CORPORATION | ||||||||||||||||||||||||||||
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED) | ||||||||||||||||||||||||||||
FOR THE NINE MONTHS ENDED NOVEMBER 30, 2017 | ||||||||||||||||||||||||||||
Common Stock (par value $0.20 per share) | ||||||||||||||||||||||||||||
Number of | Capital in | Treasury Stock | ||||||||||||||||||||||||||
Shares | Excess of | Retained | Number of | Shareholders’ | ||||||||||||||||||||||||
Issued | Amount | Par Value | Earnings | Shares | Amount | Equity | ||||||||||||||||||||||
BALANCE—March 1, 2017 | 6,041,040 | $ | 1,208,200 | $ | 8,548,000 | $ | 16,317,800 | 1,950,966 | $ | (10,856,600 | ) | $ | 15,217,400 | |||||||||||||||
Exercise of stock options | 5,000 | 1,000 | 25,300 | - | - | - | 26,300 | |||||||||||||||||||||
Purchases of treasury stock | - | - | - | - | 10,041 | (98,000 | ) | (98,000 | ) | |||||||||||||||||||
Sales of treasury stock | - | - | - | - | (3,901 | ) | 32,000 | 32,000 | ||||||||||||||||||||
Net earnings | - | - | - | 4,390,600 | - | - | 4,390,600 | |||||||||||||||||||||
BALANCE— November 30, 2017 | 6,046,040 | $ | 1,209,200 | $ | 8,573,300 | $ | 20,708,400 | 1,957,106 | $ | (10,922,600 | ) | $ | 19,568,300 |
EDUCATIONAL DEVELOPMENT CORPORATION |
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED) |
FOR THE NINE MONTHS ENDED NOVEMBER 30, 2020 |
Common Stock (par value $0.20 per share) | Treasury Stock | |||||||||||||||||||||||||||
Number of Shares Issued | Amount | Capital in Excess of Par Value | Retained Earnings | Number of Shares | Amount | Shareholders' Equity | ||||||||||||||||||||||
BALANCE - February 29, 2020 | 12,410,080 | $ | 2,482,000 | $ | 9,843,900 | $ | 29,732,200 | 4,061,429 | $ | (12,665,300 | ) | $ | 29,392,800 | |||||||||||||||
Purchases of treasury stock | - | - | - | - | 17,565 | (75,500 | ) | (75,500 | ) | |||||||||||||||||||
Sales of treasury stock | - | - | 5,000 | - | (21,167 | ) | 66,000 | 71,000 | ||||||||||||||||||||
Dividends declared ($0.06/share) | - | - | - | (502,200 | ) | - | - | (502,200 | ) | |||||||||||||||||||
Share-based compensation expense (see Note 6) | - | - | 169,000 | - | - | - | 169,000 | |||||||||||||||||||||
Net earnings | - | - | - | 1,931,100 | - | - | 1,931,100 | |||||||||||||||||||||
BALANCE - May 31, 2020 | 12,410,080 | 2,482,000 | 10,017,900 | 31,161,100 | 4,057,827 | (12,674,800 | ) | 30,986,200 | ||||||||||||||||||||
Sales of treasury stock | - | - | 11,500 | - | (2,438 | ) | 7,600 | 19,100 | ||||||||||||||||||||
Dividends declared ($0.06/share) | - | - | - | (500,300 | ) | - | - | (500,300 | ) | |||||||||||||||||||
Share-based compensation expense (see Note 6) | - | - | 216,200 | - | - | - | 216,200 | |||||||||||||||||||||
Net earnings | - | - | - | 4,255,000 | - | - | 4,255,000 | |||||||||||||||||||||
BALANCE – August 31, 2020 | 12,410,080 | 2,482,000 | 10,245,600 | 34,915,800 | 4,055,389 | (12,667,200 | ) | 34,976,200 | ||||||||||||||||||||
Sales of treasury stock | - | - | 15,200 | - | (1,281 | ) | 4,000 | 19,200 | ||||||||||||||||||||
Dividends declared ($0.10/share) | - | - | - | (835,500 | ) | - | - | (835,500 | ) | |||||||||||||||||||
Share-based compensation expense (see Note 6) | - | - | 291,800 | - | - | - | 291,800 | |||||||||||||||||||||
Net earnings | - | - | - | 4,269,600 | - | - | 4,269,600 | |||||||||||||||||||||
BALANCE - November 30, 2020 | 12,410,080 | $ | 2,482,000 | $ | 10,552,600 | $ | 38,349,900 | 4,054,108 | $ | (12,663,200 | ) | $ | 38,721,300 |
FOR THE NINE MONTHS ENDED NOVEMBER 30, 2019 |
Common Stock (par value $0.20 per share) | Treasury Stock | |||||||||||||||||||||||||||
Number of Shares Issued | Amount | Capital in Excess of Par Value | Retained Earnings | Number of Shares | Amount | Shareholders' Equity | ||||||||||||||||||||||
BALANCE - February 28, 2019 | 12,092,080 | $ | 2,418,400 | $ | 8,975,100 | $ | 25,754,900 | 3,896,998 | $ | (11,217,900 | ) | $ | 25,930,500 | |||||||||||||||
Purchases of treasury stock | - | - | - | - | 36,959 | (302,500 | ) | (302,500 | ) | |||||||||||||||||||
Sales of treasury stock | - | - | 68,100 | - | (19,171 | ) | 54,300 | 122,400 | ||||||||||||||||||||
Dividends declared ($0.05/share) | - | - | - | (408,900 | ) | - | - | (408,900 | ) | |||||||||||||||||||
Share-based compensation expense (see Note 6) | - | - | 166,300 | - | - | - | 166,300 | |||||||||||||||||||||
Net earnings | - | - | - | 1,363,600 | - | - | 1,363,600 | |||||||||||||||||||||
BALANCE - May 31, 2019 | 12,092,080 | 2,418,400 | 9,209,500 | 26,709,600 | 3,914,786 | (11,466,100 | ) | 26,871,400 | ||||||||||||||||||||
Purchases of treasury stock | - | - | - | - | 60,357 | (417,100 | ) | (417,100 | ) | |||||||||||||||||||
Sales of treasury stock | - | - | 54,000 | - | (22,961 | ) | 54,600 | 108,600 | ||||||||||||||||||||
Dividends declared ($0.05/share) | - | - | - | (422,300 | ) | - | - | (422,300 | ) | |||||||||||||||||||
Share-based compensation expense (see Note 6) | - | - | 166,200 | - | - | - | 166,200 | |||||||||||||||||||||
Issuance of restricted share awards for vesting | 308,000 | 61,600 | (61,600 | ) | - | - | - | - | ||||||||||||||||||||
Net earnings | - | - | - | 1,007,600 | - | - | 1,007,600 | |||||||||||||||||||||
BALANCE - August 31, 2019 | 12,400,080 | 2,480,000 | 9,368,100 | 27,294,900 | 3,952,182 | (11,828,600 | ) | 27,314,400 | ||||||||||||||||||||
Purchases of treasury stock | - | - | - | - | 84,841 | (534,100 | ) | (534,100 | ) | |||||||||||||||||||
Sales of treasury stock | - | - | 69,000 | - | (24,959 | ) | 83,400 | 152,400 | ||||||||||||||||||||
Dividends declared ($0.05/share) | - | - | - | (423,500 | ) | - | - | (423,500 | ) | |||||||||||||||||||
Share-based compensation expense (see Note 6) | - | - | 166,300 | - | - | - | 166,300 | |||||||||||||||||||||
Net earnings | - | - | - | 2,735,800 | - | - | 2,735,800 | |||||||||||||||||||||
BALANCE - November 30, 2019 | 12,400,080 | $ | 2,480,000 | $ | 9,603,400 | $ | 29,607,200 | 4,012,064 | $ | (12,279,300 | ) | $ | 29,411,300 |
See notes to financial statements.
EDUCATIONAL DEVELOPMENT CORPORATION | ||||||||
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) | ||||||||
FOR THE NINE MONTHS ENDED NOVEMBER 30, | ||||||||
2017 | 2016 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net earnings | $ | 4,390,600 | $ | 2,212,900 | ||||
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities | ||||||||
Depreciation | 911,700 | 780,400 | ||||||
Deferred income taxes | 179,400 | (35,400 | ) | |||||
Provision for doubtful accounts | 438,000 | 558,900 | ||||||
Provision for inventory valuation allowance | 33,000 | (37,300 | ) | |||||
Changes in assets and liabilities: | ||||||||
Accounts receivable | (1,355,700 | ) | (1,994,200 | ) | ||||
Inventories, net | 9,760,000 | (16,775,100 | ) | |||||
Prepaid expenses and other assets | (304,700 | ) | (1,661,300 | ) | ||||
Accounts payable | (7,301,700 | ) | 6,889,100 | |||||
Deferred revenue | 28,600 | 6,632,500 | ||||||
Accrued salaries and commissions | 2,765,200 | 375,600 | ||||||
Other liabilities | 1,320,000 | 2,307,700 | ||||||
Income taxes payable | 469,600 | 576,800 | ||||||
Total adjustments | 6,943,400 | (2,382,300 | ) | |||||
Net cash provided by (used in) operating activities | 11,334,000 | (169,400 | ) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchases of property, plant and equipment | (1,330,500 | ) | (2,123,600 | ) | ||||
Net cash used in investing activities | (1,330,500 | ) | (2,123,600 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Payments on long-term debt | (657,800 | ) | (530,200 | ) | ||||
Proceeds from long-term debt | 1,019,000 | 4,000,000 | ||||||
Cash received from sales of treasury stock | 32,000 | 170,700 | ||||||
Cash used to purchase treasury stock | (98,000 | ) | (200 | ) | ||||
Proceeds from the issuance of stock options | 26,300 | - | ||||||
Net payments under the line of credit | (4,882,900 | ) | (451,800 | ) | ||||
Dividends paid | - | (1,099,500 | ) | |||||
Net cash provided by (used in) financing activities | (4,561,400 | ) | 2,089,000 | |||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 5,442,100 | (204,000 | ) | |||||
CASH AND CASH EQUIVALENTS—BEGINNING OF PERIOD | 699,200 | 1,183,700 | ||||||
CASH AND CASH EQUIVALENTS—END OF PERIOD | $ | 6,141,300 | $ | 979,700 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
Cash paid for interest | $ | 868,900 | $ | 730,000 | ||||
Cash paid for income taxes | $ | 2,058,100 | $ | 811,100 |
EDUCATIONAL DEVELOPMENT CORPORATION |
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) |
FOR THE NINE MONTHS ENDED NOVEMBER 30, |
2020 | 2019 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net earnings | $ | 10,455,700 | $ | 5,107,000 | ||||
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||||||||
Depreciation | 1,207,900 | 1,054,100 | ||||||
Deferred income taxes | (809,800 | ) | 81,100 | |||||
Provision for doubtful accounts | 115,800 | 39,900 | ||||||
Provision for inventory valuation allowance | 166,200 | 283,400 | ||||||
Share-based compensation expense | 677,000 | 498,800 | ||||||
Changes in assets and liabilities: | ||||||||
Accounts receivable | (1,264,200 | ) | (845,400 | ) | ||||
Inventories, net | (17,130,200 | ) | 3,147,500 | |||||
Prepaid expenses and other assets | (239,200 | ) | 583,600 | |||||
Accounts payable | 35,498,700 | (2,221,100 | ) | |||||
Accrued salaries and commissions, and other liabilities | 8,781,000 | 1,173,700 | ||||||
Deferred revenues | 1,945,600 | (470,800 | ) | |||||
Income taxes | 213,300 | 591,000 | ||||||
Total adjustments | 29,162,100 | 3,915,800 | ||||||
Net cash provided by operating activities | 39,617,800 | 9,022,800 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Purchases of property, plant and equipment | (2,040,000 | ) | (402,200 | ) | ||||
Net cash used in investing activities | (2,040,000 | ) | (402,200 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Payments on term debt | (9,144,300 | ) | (719,400 | ) | ||||
Proceeds from term debt | 1,447,400 | - | ||||||
Sales of treasury stock | 109,300 | 383,400 | ||||||
Purchases of treasury stock | (75,500 | ) | (1,253,700 | ) | ||||
Dividends paid | (1,419,800 | ) | (1,241,300 | ) | ||||
Net cash used in financing activities | (9,082,900 | ) | (2,831,000 | ) | ||||
NET INCREASE IN CASH AND CASH EQUIVALENTS | 28,494,900 | 5,789,600 | ||||||
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 2,999,400 | 3,199,300 | ||||||
CASH AND CASH EQUIVALENTS - END OF PERIOD | $ | 31,494,300 | $ | 8,988,900 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION | ||||||||
Cash paid for interest | $ | 463,600 | $ | 693,800 | ||||
Cash paid for income taxes | $ | 3,789,500 | $ | 1,318,000 |
See notes to condensed financial statements.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note 1
– BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBasis of Presentation
The accompanying Unaudited Condensed Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim condensed financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. The Unaudited Condensed Financial Statements include all adjustments considered necessary for a fair presentation of the financial position and results of operations for the interim periods presented. Such adjustments consist only of normal recurring items, unless otherwise disclosed herein. Accordingly, the Unaudited Condensed Financial Statements do not include all of the information and notes required by GAAP for complete financial statements. However, we believe that the disclosures made are adequate to make the information not misleading. These interim Unaudited Condensed Financial Statements should be read in conjunction with our audited financial statements as of and for the year ended February 28, 201729, 2020 included in our Form 10-K. The results of operations for interim periods are not necessarily indicative of the results to be expected for a full year due to the seasonality of our product sales.
COVID-19 Update
In December 2019, a novel strain of coronavirus, known as COVID-19, was reported in Wuhan, China and has since extensively impacted the global health and economic environment. In March 2020, the World Health Organization characterized COVID-19 as a pandemic, and President Trump declared the COVID-19 outbreak in the United States as a national emergency. The Company has taken numerous steps, and will continue to take further actions, in its approach to minimize the impact of the COVID-19 pandemic. To ensure the well-being of our employees, the Company offered employees in our office the ability to work from home on a temporary basis; we instructed employees in our warehouse and office to take their temperature at the start of every shift; we requested employees forgo any in-person meetings and instead opt to utilize virtual meeting spaces; and we published and continually updated our employees on the most recent developments related to COVID-19 and best practices for safety and health in the office, warehouse and at home. We are closely monitoring the impact of the COVID-19 pandemic and continually assessing its potential effects on our business. On April 16, 2020, the Company entered into a loan with MidFirst Bank as the lender in an aggregate principal amount of $1.4 million pursuant to the fiscal 2017 condensed balance sheetPaycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and condensed statement of earningsEconomic Security (CARES) Act. This loan program provided paycheck protection for our employees from the economic impact to conformour business due to COVID-19, which was seen most by the decline in our Publishing division’s sales due to the classifications usedtemporary closure of many retail outlets across the country, and in our UBAM division’s School and Library and Book Fair sales due to the temporary closure of many schools nation-wide. The Company determined the PPP loan was no longer needed and therefore repaid the loan in full on May 12, 2020. While the Company did not experience a decrease in net revenues in the first nine months of fiscal year 2021 compared with the same period in fiscal 2018. These reclassifications had no effect on net earnings.
Use of Estimates in the Preparation of Financial Statements
The preparation of the Unaudited Condensed Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.
Significant Accounting Policies
Our significant accounting policies, other than the adoption of new accounting pronouncements separately documented herein, are consistent with those disclosed in Note 1 to our audited financial statements as of and for the year ended February 28, 2017,29, 2020 included in our Form 10-K.
New Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. We have reviewed the recently issued accounting standards updates (“ASU”) and concluded that the following recently issued accounting standards apply to us.us:
In May 2014,December 2019, the FASB issuedpublished ASU No. 2014-09,2019-12: Income Taxes (Topic 740), which simplifies the accounting for income taxes. Topic 740 addresses a number of topics including but not limited to the removal of certain exceptions currently included in the standard related to intra-period allocation when there are losses, in addition to calculation of income taxes when current year-to-date losses exceed anticipated loss for the year. The amendment also simplifies accounting for certain franchise taxes and amended with ASU No. 2015-14 “Revenue from Contracts with Customers,” which provides a single revenue recognition model whichdisclosure of the effect of enacted change in tax laws or rates. Topic 740 is intended to improve comparability over a range of industries, companies and geographical boundaries and will also result in enhanced disclosures. The changes are effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2017, which means the first quarter of our fiscal year 2019. We do not expect the adoption of this ASU will have a significant impact on the Company’s financial position, results of operations and cash flows.
In May 2017,March 2020, the FASB issued ASU 2017-09, “Compensation - Stock Compensation2020-04: Reference Rate Reform (Topic 718): Scope848) Facilitation of Modification Accounting.”the Effects of Reference Rate Reform on Financial Reporting. This update amendsprovides optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as London Interbank Offered Rate (LIBOR). This ASU includes practical expedients for contract modifications due to reference rate reform. Generally, contract modifications related to reference rate reform may be considered an event that does not require remeasurement or reassessment of a previous accounting determination at the scope of modification accounting surrounding share-based payment arrangements as issued in ASU 2016-09 by providing guidance on the various types of changes which would trigger modification accounting for share-based payment awards.date. This ASU is effective for annual periods beginning afterMarch 12, 2020 through December 15, 2017, and interim periods within those annual periods, which means31, 2022. The Company’s debt agreements include the first quarteruse of our fiscal year 2019. Early adoptionalternate rates when LIBOR is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued.available. We do not expect the adoption of ASU 2017-09change from LIBOR to an alternate rate will have a material effect onimpact to our financial position, resultsstatements and, to the extent we enter into modifications of operations and cash flows.
Note 2
– INVENTORIESInventories consist of the following:
2017 | ||||||||
November 30, | February 28, | |||||||
Current: | ||||||||
Book inventory | $ | 24,480,900 | $ | 34,278,100 | ||||
Inventory valuation allowance | (25,000 | ) | (25,000 | ) | ||||
Inventories net–current | $ | 24,455,900 | $ | 34,253,100 | ||||
Noncurrent: | ||||||||
Book inventory | $ | 502,200 | $ | 467,100 | ||||
Inventory valuation allowance | (305,900 | ) | (275,000 | ) | ||||
Inventories net–noncurrent | $ | 196,300 | $ | 192,100 |
2020 | ||||||||
November 30, | February 29, | |||||||
Current: | ||||||||
Book inventory | $ | 47,785,300 | $ | 30,346,900 | ||||
Inventory valuation allowance | (471,500 | ) | (259,600 | ) | ||||
Inventories net – current | $ | 47,313,800 | $ | 30,087,300 | ||||
Noncurrent: | ||||||||
Book inventory | $ | 993,600 | $ | 1,226,500 | ||||
Inventory valuation allowance | (239,400 | ) | (209,800 | ) | ||||
Inventories net – noncurrent | $ | 754,200 | $ | 1,016,700 |
Book inventory quantities in excess of what we expect will be sold within the normal operating cycle, based on 2.52 ½ years of anticipated sales, are included in noncurrent inventory.
Significant portions of our inventory purchases are concentrated with an England-based publishing company.company, Usborne Publishing, Ltd. (“Usborne”). Purchases received from this company were approximately $6.9$26.2 million and $10.9$4.2 million for the three months ended November 30, 20172020 and 2016,2019, respectively. Total inventory purchases received from all suppliers were $10.9$35.0 million and $15.2$6.9 million for the three months ended November 30, 20172020 and 2016,2019, respectively.
Purchases received from this companyUsborne were approximately $18.2$37.5 million and $29.9$16.1 million for the nine months ended November 30, 20172020 and 2016,2019, respectively. Total inventory purchases received from all suppliers were $27.5$53.2 million and $43.7$24.1 million for the nine months ended November 30, 20172020 and 2016,2019, respectively.
Note 3 – PROPERTY, PLANT AND EQUIPMENT LEASES
We have both lessee and lessor arrangements. Our leases are evaluated at inception or at any subsequent modification. Depending on the terms, leases are classified as either operating or finance leases if we are the lessee, or as operating, sales-type or direct financing leases if we are the lessor, as appropriate under ASC 842. Our lessee arrangement includes a rental agreement where we have the exclusive use of dedicated office space in San Diego, California, and qualifies as an operating lease. Our lessor arrangements include three rental agreements for warehouse and office space in Tulsa, Oklahoma, and each qualifies as an operating lease under ASC 842.
In accordance with ASC 842, we have made an accounting policy election to not apply the new standard to lessee arrangements with a term of one year or less and no purchase option that is reasonably certain of exercise. We will continue to account for these short-term arrangements by recognizing payments and expenses as incurred, without recording a lease liability and right-of-use asset.
We have also made an accounting policy election for both our lessee and lessor arrangements to combine lease and non-lease components. This election is applied to all of our lease arrangements as our non-lease components are not material and do not result in significant timing differences in the recognition of rental expenses or income.
Operating Leases – Lessee
We recognize a lease liability, reported in other liabilities on the condensed balance sheets, for each lease based on the present value of remaining minimum fixed rental payments (which includes payments under any renewal option that we are reasonably certain to exercise), using a discount rate that approximates the rate of interest we would have to pay to borrow on a collateralized basis over a similar term. We also recognize a right-of-use asset, reported in other assets on the condensed balance sheets, for each lease, valued at the lease liability, adjusted for prepaid or accrued rent balances existing at the time of initial recognition. The lease liability and right-of-use asset are reduced over the term of the lease as payments are made and the assets are used.
2020 | ||||||||
November 30, | February 29, | |||||||
Operating lease assets: | ||||||||
Right-of-use asset | $ | 37,000 | $ | 45,200 | ||||
Operating lease liabilities: | ||||||||
Current lease liability | $ | 13,700 | $ | 13,500 | ||||
Long-term lease liability | $ | 23,300 | $ | 31,700 | ||||
Remaining lease term (months) | 34 | 43 | ||||||
Discount rate | 4.60 | % | 4.60 | % |
Minimum fixed rental payments are recognized on a straight-line basis over the life of the lease as costs and expenses on our condensed statements of earnings. Variable and short-term rental payments are recognized as costs and expenses as they are incurred.
Three Months Ended November 30, | Nine Months Ended November 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Fixed lease cost | $ | 3,300 | $ | 3,200 | $ | 9,800 | $ | 9,400 |
Future minimum rental payments under operating leases with initial terms greater than one year as of November 30, 2020, are as follows:
Year ending February 28 (29), | ||||
2021 | $ | 3,400 | ||
2022 | 13,700 | |||
2023 | 14,200 | |||
2024 | 8,400 | |||
Total future minimum rental payments | 39,700 | |||
Present value discount | (2,700 | ) | ||
Total operating lease liability | $ | 37,000 |
The following table provides further information about our operating leases reported in our condensed financial statements:
Three Months Ended November 30, | Nine Months Ended November 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Operating cash flows – operating lease | $ | 3,300 | $ | 3,200 | $ | 9,800 | $ | 9,400 |
Operating Leases – Lessor
We recognize fixed rental income on a straight-line basis over the life of the lease as revenue on our condensed statements of earnings. Variable rental payments are recognized as revenue in the period in which the changes in facts and circumstances on which the variable lease payments are based occur.
On April 4, 2020, we executed an amendment to one of our existing leases that abated rental payments for the months of May, June and July 2020. The amendment also extended the term of the lease for three additional months. This amendment represents a lease modification and, as such, we have adjusted our fixed rental income on a straight-line basis over the remaining term starting May 1, 2020.
Future minimum payments receivable under operating leases with terms greater than one year are estimated as follows:
Year ending February 28 (29), | ||||
2021 | $ | 383,400 | ||
2022 | 1,542,100 | |||
2023 | 1,573,200 | |||
2024 | 1,577,900 | |||
2025 | 1,547,100 | |||
Thereafter | 9,615,300 | |||
Total | $ | 16,239,000 |
The cost of the leased space was approximately $10,846,200 and $10,789,500 as of November 30, 2020 and February 29, 2020, respectively. The accumulated depreciation associated with the leased assets was $2,120,000 and $1,828,900 as of November 30, 2020 and February 29, 2020, respectively. Both the leased assets and accumulated depreciation are included in property, plant and equipment consist ofequipment-net on the following:
2017 | ||||||||
November 30, | February 28, | |||||||
Land | $ | 4,107,200 | $ | 4,107,200 | ||||
Building | 20,321,800 | 20,321,800 | ||||||
Building improvements | 1,750,100 | 1,692,500 | ||||||
Machinery and equipment | 6,493,200 | 5,230,700 | ||||||
Furniture and fixtures | 109,000 | 101,600 | ||||||
32,781,300 | 31,453,800 | |||||||
Less accumulated depreciation | (5,328,200 | ) | (4,419,500 | ) | ||||
Net property, plant and equipment | $ | 27,453,100 | $ | 27,034,300 |
Note 4
– DEBTDebt consists of the following:
2017 | ||||||||
November 30, | February 28, | |||||||
Line of credit | $ | - | $ | 4,882,900 | ||||
Long-term debt (net of debt issue costs) | $ | 21,925,500 | $ | 21,564,300 | ||||
Less current maturities | (1,239,500 | ) | (898,500 | ) | ||||
LONG-TERM DEBT-net of current maturities | $ | 20,686,000 | $ | 20,665,800 |
2020 | ||||||||
November 30, | February 29, | |||||||
Line of credit | $ | - | $ | - | ||||
Long-term debt | $ | 11,114,800 | $ | 18,811,700 | ||||
Less current maturities | (527,700 | ) | (1,027,400 | ) | ||||
Long-term debt, net of current maturities | $ | 10,587,100 | $ | 17,784,300 |
We have a Loan Agreement dated as of March 10, 2016 (as amended the “Loan Agreement”) with MidFirst Bank (“the Bank”) which includes multiple loans. Term Loan #1 is comprised of Tranche A totaling $13.4$11.1 million and Tranche B totaling $5.0 million, bothas of November 30, 2020, with the maturity date of December 1, 2025. Tranche A has a fixed interest rate of 4.23% and interest is payable monthly. Tranche B interestTerm Loan #1 is secured by the primary office, warehouse and land.
The Loan Agreement also provides a $10.0 million revolving loan (“line of credit”) through August 15, 2021, which is limited to advance rates on eligible receivables and eligible inventory levels. Interest is payable monthly at the greater of 2.75% or the bank adjusted LIBOR Index plus a tiered pricing rate based on the Company’s Adjusted Funded Debt to EBITDA Ratio (4.41%(2.75% at November 30, 2017)2020). Term
On August 15, 2020, the Company executed the Eleventh Amendment Loan #1 is secured byAgreement with the primary office, warehouseBank related to our Loan Agreement. The amendment modified the Loan Agreement, extended the termination date of the line of credit to August 15, 2021, reduced the maximum revolving principal amount from $15.0 million to $10.0 million, and land. The outstanding borrowings on Tranche A were $12,566,300amended the definition of the LIBOR and $12,902,800 at November 30, 2017 and February 28, 2017, respectively. The outstanding borrowings on Tranche B were $4,717,900 and $4,813,800 at November 30, 2017 and February 28, 2017, respectively.
Adjusted Funded Debt is defined as all long termlong-term and short-term bank debt less the outstanding balances of Tranche A and Trance B Term Loans.A. EBITDA is defined in the Loan Agreement as earnings before interest expense, income tax expense (benefit) and depreciation and amortization expenses.expenses, reduced by rental income. The $15.0 millionvariable interest pricing tier is as follows:
Pricing Tier | Adjusted Funded Debt to EBITDA Ratio | LIBOR Margin (bps) | ||
I | >2.00 | 300.00 | ||
II | >1.50 but <2.00 | 275.00 | ||
III | >1.00 but <1.50 | 250.00 | ||
IV | <1.00 | 225.00 |
We had no borrowings outstanding on our line of credit is limited to advance rates on eligible receivablesat November 30, 2020 and eligible inventory levels.
The Loan Agreement contains a provision for our use of the Bank’s letters of credit. The Bank agrees to issue or obtain issuance of commercial or stand-by letters of credit provided that no letters of credit will have an expiry date later than JuneAugust 15, 2018,2021, and that the sum of the line of credit plus the letters of credit would not exceed the borrowing base in effect at the time. For the quarter endedAs of November 30, 2017,2020, we had no letters of credit outstanding.
On April 16, 2020, the Company entered into a loan with the Bank of approximately $1.4 million pursuant to the PPP under the CARES Act. The PPP Loan Agreement also contains provisions that require ushad a fixed interest rate of 1.00%, with principal and interest payments starting December 1, 2020 and a scheduled maturity date of May 1, 2022. Subsequent to maintain specified financial ratios, restrict transactions with related parties, prohibit mergersreceiving the loan, the Company determined the PPP loan was not needed and repaid the loan in full, including interest accrued to date, on May 12, 2020.
On June 3, 2020, the Company paid off the remaining balance of the $4.0 million Term Loan #2 which originated on June 28, 2016. The final payment, including accrued interest, totaled $2.9 million. There were no additional fees or consolidation, disallowpenalties resulting from the payoff of Term Loan #2.
On August 4, 2020, the Company paid off the remaining balance of the $5.0 million Term Loan #1 Tranche B which originated on March 10, 2016. The final payment, including accrued interest, totaled $4.2 million. There were no additional fees or penalties resulting from the payoff of Term Loan #1 Tranche B.
The following table reflects aggregate future scheduled maturities of long-term debt during the next five fiscal years and limit the amount of compensation, salaries, investments, capital expenditures, leasing transactions we can make on a quarterly basis. Additionally, the Loan Agreement suspends dividends and stock buybacks.
Year ending February 28 (29), | ||||
2021 | $ | 128,800 | ||
2022 | 533,400 | |||
2023 | 556,800 | |||
2024 | 581,100 | |||
2025 | 605,400 | |||
Thereafter | 8,709,300 | |||
Total | $ | 11,114,800 |
Note 5
– EARNINGS PER SHAREBasic 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, we have utilized the treasury stock method.
The computation of weighted average common and common equivalent shares used in the calculation of basic and diluted EPS is shown below.
Three Months Ended November 30, | Nine Months Ended November 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Net earnings | $ | 2,128,400 | $ | 1,274,200 | $ | 4,390,600 | $ | 2,212,900 | ||||||||
Shares: | ||||||||||||||||
Weighted average shares outstanding – basic | 4,087,268 | 4,079,916 | 4,087,686 | 4,074,355 | ||||||||||||
Assumed exercise of options | 2,743 | 4,947 | 2,367 | 5,478 | ||||||||||||
Weighted average shares outstanding – diluted | 4,090,011 | 4,084,863 | 4,090,053 | 4,079,833 | ||||||||||||
Basic Earnings Per Share | $ | 0.52 | $ | 0.31 | $ | 1.07 | $ | 0.54 | ||||||||
Diluted Earnings Per Share | $ | 0.52 | $ | 0.31 | $ | 1.07 | $ | 0.54 |
Three Months Ended November 30, | Nine Months Ended November 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Earnings: | ||||||||||||||||
Net earnings applicable to common shareholders | $ | 4,269,600 | $ | 2,735,800 | $ | 10,455,700 | $ | 5,107,000 | ||||||||
Weighted average shares: | ||||||||||||||||
Weighted average shares outstanding-basic | 8,355,831 | 8,406,709 | 8,354,156 | 8,301,209 | ||||||||||||
Assumed exercise of options | - | 5,929 | - | 6,287 | ||||||||||||
Weighted average shares outstanding-diluted | 8,355,831 | 8,412,638 | 8,354,156 | 8,307,496 | ||||||||||||
Earnings per share: | ||||||||||||||||
Basic | $ | 0.51 | $ | 0.33 | $ | 1.25 | $ | 0.62 | ||||||||
Diluted | $ | 0.51 | $ | 0.33 | $ | 1.25 | $ | 0.61 |
Note 6
– STOCK-BASED COMPENSATIONWe account 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 the date of grant and recognized asgrant. For awards subject to service conditions, compensation expense is recognized over the vesting period.
In July 2018, our shareholders approved the Company’s 2019 Long-Term Incentive Plan (“2019 LTI Plan”). The 2019 LTI Plan establishes up to 600,000 shares of restricted stock which can be granted to certain members of management based on exceeding specified net revenues and pre-tax performance metrics during fiscal years 2019, 2020 or 2021. The number of restricted shares to be distributed depends on attaining the performance metrics defined by the 2019 LTI Plan and may result in the distribution of a number of shares that is less than, but not greater than, the number of restricted shares outlined in the terms of the 2019 LTI Plan. Restricted shares granted under the 2019 LTI Plan “cliff vest” after five years.
During fiscal year 2019, the Company granted 308,000 restricted shares under the 2019 LTI Plan with an average grant-date fair value of $9.94 per share. In the third quarter endedof fiscal year 2021, 5,000 of these restricted shares were forfeited. These shares were made available to be reissued to remaining participants upon forfeiture. The remaining compensation expense for the outstanding awards, totaling approximately $1,470,400, will be recognized ratably over the remaining vesting period of approximately 27 months.
During fiscal year 2021, the Company initially granted 151,000 restricted shares under the 2019 LTI Plan with an average grant-date fair value of $6.30 per share. 8,000 of these shares were granted, forfeited and re-granted to remaining participants in fiscal year 2021. In the third quarter of fiscal year 2021, the Company increased the number of shares granted for fiscal year 2021 from 151,000 to 305,000 due to revised performance expectations for the year. The remaining compensation expense of these awards, totaling approximately $1,669,400, will be recognized ratably over the remaining vesting period of approximately 51 months. As of November 30, 2017,2020, there are no restricted shares available for issuance as future awards under the 2019 LTI Plan.
A summary of compensation expense recognized in connection with restricted share awards follows:
Three Months Ended November 30, | Nine Months Ended November 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Share-based compensation expense | $ | 291,800 | $ | 166,300 | $ | 677,000 | $ | 498,800 |
The following table summarizes stock award activity during fiscal year 2021 under the 2019 LTI Plan:
Shares | Weighted Average Fair Value (per share) | |||||||
Outstanding at February 29, 2020 | 308,000 | $ | 9.94 | |||||
Granted | 305,000 | 6.30 | ||||||
Vested | - | - | ||||||
Forfeited | (13,000 | ) | (7.70 | ) | ||||
Outstanding at November 30, 2020 | 600,000 | $ | 8.14 |
As of November 30, 2020, total unrecognized stock-based compensation expense related to unvested restricted shares was $3,139,800, which we expect to recognize over a former employee exercised 5,000 vested stock options.
Note 7
– SHIPPING AND HANDLING COSTSWe classify shipping and handling costs incurred are included inas operating and selling expenses in the statements of earnings. Shipping and handling costs include postage, freight, handling costs, as well as, shipping materials and supplies. These costs were $5,328,900$10,610,900 and $4,569,900$6,037,600 for the three months ended November 30, 20172020 and 2016,2019, respectively. These costs were $12,200,100$26,910,800 and $12,134,700$14,087,400 for the nine months ended November 30, 20172020 and 2016,2019, respectively.
Note 98
We have two reportable segments: Usborne Books & More (“UBAM”) and Publishing. 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. TheOur UBAM segment markets its products through a network of independent sales consultants using a combination of internet sales, direct sales, home shows and book fairs. Our Publishing segment 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 anour internal tele-sales group. The UBAM segment markets its products through a network of independent sales consultants using a combination of home shows, internet shows and book fairs.
The accounting policies of the segments are the same as those described inof the summaryrest of significant accounting policies disclosed in the Company’s most recent 10-K annual report for the fiscal year ended February 28, 2017.Company. We evaluate segment performance based on earnings before income taxes of the segments, which is defined as segment net salesrevenues reduced by 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” row below. Corporate expenses include the executive department, accounting department, information services department, general office management, warehouse operations and building facilities management. Our assets and liabilities are not allocated on a segment basis
Information by reporting segment for the threethree- and nine-month periods ended November 30, 20172020 and 2016,2019, are as follows:
NET REVENUES | ||||||||||||||||
Three Months Ended November 30, | Nine Months Ended November 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Publishing | $ | 2,580,600 | $ | 2,724,200 | $ | 6,284,600 | $ | 7,766,300 | ||||||||
UBAM | 64,169,700 | 38,100,400 | 158,007,500 | 85,083,700 | ||||||||||||
Total | $ | 66,750,300 | $ | 40,824,600 | $ | 164,292,100 | $ | 92,850,000 |
EARNINGS (LOSS) BEFORE INCOME TAXES | ||||||||||||||||
Three Months Ended November 30, | Nine Months Ended November 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Publishing | $ | 773,000 | $ | 832,900 | $ | 1,858,400 | $ | 2,253,300 | ||||||||
UBAM | 10,821,600 | 6,501,200 | 26,311,300 | 14,358,500 | ||||||||||||
Other | (5,820,300 | ) | (3,498,400 | ) | (13,952,000 | ) | (9,562,900 | ) | ||||||||
Total | $ | 5,774,300 | $ | 3,835,700 | $ | 14,217,700 | $ | 7,048,900 |
NET REVENUES | ||||||||||||||||
Three Months Ended November 30, | Nine Months Ended November 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Publishing | $ | 2,439,600 | $ | 3,075,000 | $ | 6,538,700 | $ | 7,244,600 | ||||||||
UBAM | 36,468,400 | 27,622,600 | 83,481,400 | 72,130,200 | ||||||||||||
Total | $ | 38,908,000 | $ | 30,697,600 | $ | 90,020,100 | $ | 79,374,800 |
EARNINGS BEFORE INCOME TAXES | ||||||||||||||||
Three Months Ended November 30, | Nine Months Ended November 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Publishing | $ | 556,800 | $ | 979,500 | $ | 1,514,200 | $ | 2,138,700 | ||||||||
UBAM | 6,915,400 | 4,719,800 | 15,865,200 | 11,286,200 | ||||||||||||
Other | (4,039,400 | ) | (3,659,200 | ) | (10,281,700 | ) | (9,859,500 | ) | ||||||||
Total | $ | 3,432,800 | $ | 2,040,100 | $ | 7,097,700 | $ | 3,565,400 |
Note 109
The valuation hierarchy included in U.S. GAAP considers the transparency of inputs used to value assets and liabilities as of the measurement date. A financial instrument'sinstrument’s classification within the valuation hierarchy is based on the lowest level of input that is significant to its fair value measurement. The three levels of the valuation hierarchy and the classification of our financial assets and liabilities within the hierarchy are as follows:
Level 1 -– Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 -– Observable inputs other than quoted prices included within Level 1 for the asset or liability, either directly or indirectly. If an asset or liability has a specified term, a Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 -– Unobservable inputs for the asset or liability.
We do not report any assets or liabilities at fair value in the financial statements. However, the estimated fair value of our line of credit is estimated by management to approximate the carrying value of $0
Note 1110
The Company’s UBAM division receives payments on orders in advance of shipment. Any payments received prior to the end of the third quarter, we hadperiod that were not shipped as of November 30, 2020 or February 29, 2020 are recorded as deferred revenues on the condensed balance sheets. We received approximately $661,700$2,330,900 and $385,300 as of November 30, 2020 and February 29, 2020 in payments for sales orders which were shipped out subsequent to the quarter end. Asend of November 30, 2017, these prepaid sales orders arethe period. Orders that were included in deferred revenue onrevenues predominantly shipped within the condensed balance sheet.
Note 1211
On December 22, 2017, the U.S. President signed the Tax Cuts and Jobs ActJanuary 7, 2021, our Board of 2017 (the “Act”). Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”) requires that the effectsDirectors declared a distribution of changes in tax laws$0.10 per share of common stock. This cash distribution will be paid on or tax rates be recognized in the financial statements in the period in which such changes were enacted. Among other things, changes in tax laws or tax rates can affect the amountabout March 11, 2021 to shareholders of taxes payable for the current period, as well as the amount and timing of deferred tax liabilities and deferred tax assets. The Company is a fiscal year reporting company and as such would be required to account for the impact related to the Act in the financial statements included in the annual reportrecord on Form 10-K for February 28, 2018.
ITEMItem 2. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Factors Affecting Forward-Looking Statements
The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control, including among other things, the risk factors discussed in our Annual Report on Form 10-K for the year ended February 28, 2017.control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, our success in recruiting and retaining new consultants, our ability to locate and procure desired books, our ability to ship the volume of orders that are received without creating backlog,backlogs, our ability to obtain adequate financing for working capital and capital expenditures, economic and competitive conditions, regulatory changes and other uncertainties, the COVID-19 pandemic, as well as those factors discussed below and elsewhere in our Annual Report on Form 10-K for the year ended February 28, 201729, 2020 and this Quarterly Report on Form 10-Q, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may or may not occur. See “Cautionary Remarks Regarding Forward-Looking Statements” in the front of this Quarterly Report on Form 10-Q.
Overview
We are the exclusive United States trade co-publisher of Usborne children’s books and the owner of Kane Miller. We operate two separate segments:segments, UBAM and Publishing, to sell our Usborne and Kane Miller lines of children’s books. These two segments each have their own customer base. The Publishing segment markets its products on a wholesale basis to various retail accounts. The UBAM segment markets its products through a network of independent sales consultants using a combination of home shows, internet showsparty plan events and book fairs. All other supporting administrative activities are recognized as other expenses outside of our two segments. Other expenses areconsist primarily of the compensation of our office, warehouse and sales support staff as well as the cost of operating and maintaining our corporate office and distribution facility.
The following table shows our condensed statements of earnings data:
Three Months Ended November 30, | Nine Months Ended November 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Net revenues | $ | 38,908,000 | $ | 30,697,600 | $ | 90,020,100 | $ | 79,374,800 | ||||||||
Cost of goods sold | 10,494,800 | 8,328,100 | 24,579,200 | 22,500,300 | ||||||||||||
Gross margin | 28,413,200 | 22,369,500 | 65,440,900 | 56,874,500 | ||||||||||||
Operating expenses: | ||||||||||||||||
Operating and selling | 7,837,300 | 6,520,300 | 17,549,900 | 16,790,900 | ||||||||||||
Sales commissions | 12,510,400 | 9,521,000 | 28,759,300 | 24,802,200 | ||||||||||||
General and administrative | 4,735,200 | 4,525,900 | 12,359,600 | 12,237,600 | ||||||||||||
Total operating expenses | 25,082,900 | 20,567,200 | 58,668,800 | 53,830,700 | ||||||||||||
Other income (expense) | ||||||||||||||||
Interest expense | (287,600 | ) | (265,000 | ) | (863,800 | ) | (730,000 | ) | ||||||||
Other income | 390,100 | 502,800 | 1,189,400 | 1,251,600 | ||||||||||||
Earnings before income taxes | 3,432,800 | 2,040,100 | 7,097,700 | 3,565,400 | ||||||||||||
Income taxes | 1,304,400 | 765,900 | 2,707,100 | 1,352,500 | ||||||||||||
Net earnings | $ | 2,128,400 | $ | 1,274,200 | $ | 4,390,600 | $ | 2,212,900 |
Three Months Ended November 30, | Nine Months Ended November 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Net revenues | $ | 66,750,300 | $ | 40,824,600 | $ | 164,292,100 | $ | 92,850,000 | ||||||||
Cost of goods sold | 19,597,800 | 13,279,900 | 48,302,800 | 30,382,500 | ||||||||||||
Gross margin | 47,152,500 | 27,544,700 | 115,989,300 | 62,467,500 | ||||||||||||
Operating expenses | ||||||||||||||||
Operating and selling | 11,616,200 | 6,513,500 | 28,488,300 | 15,089,900 | ||||||||||||
Sales commissions | 22,960,300 | 13,008,600 | 56,865,200 | 28,804,700 | ||||||||||||
General and administrative | 7,082,200 | 4,373,500 | 17,282,200 | 12,029,300 | ||||||||||||
Total operating expenses | 41,658,700 | 23,895,600 | 102,635,700 | 55,923,900 | ||||||||||||
Interest expense | 119,300 | 216,500 | 441,500 | 691,000 | ||||||||||||
Other income | (399,800 | ) | (403,100 | ) | (1,305,600 | ) | (1,196,300 | ) | ||||||||
Earnings before income taxes | 5,774,300 | 3,835,700 | 14,217,700 | 7,048,900 | ||||||||||||
Income taxes | 1,504,700 | 1,099,900 | 3,762,000 | 1,941,900 | ||||||||||||
Net earnings | $ | 4,269,600 | $ | 2,735,800 | $ | 10,455,700 | $ | 5,107,000 |
See the detailed discussion of revenues, costs of services,goods sold, gross margin general and administrativeoperating expenses by reportable segment below. The following is a discussion of significant changes in the non-segment related general and administrativeoperating expenses, other income and expensesinterest expense and income taxes during the respective periods.
Non-Segment Operating Results for the Three Months Ended November 30 2017
Total operating expenses
not associated with a reporting segmentInterest expense decreased $0.1 million, partially offset by other cost reductions.
Income taxes
increasedNon-Segment Operating Results for the Nine Months Ended November 30 2017
Total operating expenses
not associated with a reporting segment increasedInterest expense
Income taxes increased $1.9 million, or 100.0%, to primarily to increased borrowings on the line of credit during the current year.
UBAM Operating Results for the Three and Nine Months Ended November 30 2017
The following table summarizes the operating results of the UBAM segment for the three and nine months ended November 30, 2017 and 2016:
For the Three Months Ended November 30, | For the Nine Months Ended November 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Gross sales | $ | 36,761,700 | $ | 27,907,200 | $ | 87,143,200 | $ | 76,263,200 | ||||||||
Less discounts and allowances | (4,059,000 | ) | (3,528,100 | ) | (12,595,300 | ) | (12,414,500 | ) | ||||||||
Transportation revenue | 3,765,700 | 3,243,500 | 8,933,500 | 8,281,500 | ||||||||||||
Net revenues | 36,468,400 | 27,622,600 | 83,481,400 | 72,130,200 | ||||||||||||
Cost of goods sold | 9,114,200 | 6,577,500 | 20,939,500 | 18,549,700 | ||||||||||||
Gross margin | 27,354,200 | 21,045,100 | 62,541,900 | 53,580,500 | ||||||||||||
Operating Expenses | ||||||||||||||||
Operating and selling | 6,860,200 | 5,613,300 | 14,752,100 | 14,311,500 | ||||||||||||
Sales commissions | 12,420,000 | 9,425,300 | 28,507,800 | 24,561,100 | ||||||||||||
General and administrative | 1,158,600 | 1,286,700 | 3,416,800 | 3,421,700 | ||||||||||||
Total operating expenses | 20,438,800 | 16,325,300 | 46,676,700 | 42,294,300 | ||||||||||||
Operating income | $ | 6,915,400 | $ | 4,719,800 | $ | 15,865,200 | $ | 11,286,200 | ||||||||
Average number of active consultants | 31,100 | 28,100 | 29,500 | 24,800 |
Three Months Ended November 30, | Nine Months Ended November 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Gross sales | $ | 77,674,100 | $ | 47,974,800 | $ | 190,488,500 | $ | 106,219,100 | ||||||||
Less discounts and allowances | (21,244,700 | ) | (13,469,600 | ) | (51,379,800 | ) | (29,298,200 | ) | ||||||||
Transportation revenue | 7,740,300 | 3,595,200 | 18,898,800 | 8,162,800 | ||||||||||||
Net revenues | 64,169,700 | 38,100,400 | 158,007,500 | 85,083,700 | ||||||||||||
Cost of goods sold | 18,230,200 | 11,830,100 | 45,048,500 | 26,317,100 | ||||||||||||
Gross margin | 45,939,500 | 26,270,300 | 112,959,000 | 58,766,600 | ||||||||||||
Operating expenses | ||||||||||||||||
Operating and selling | 10,055,900 | 5,599,200 | 24,619,800 | 12,690,500 | ||||||||||||
Sales commissions | 22,865,000 | 12,912,200 | 56,674,800 | 28,511,700 | ||||||||||||
General and administrative | 2,197,000 | 1,257,700 | 5,353,100 | 3,205,900 | ||||||||||||
Total operating expenses | 35,117,900 | 19,769,100 | 86,647,700 | 44,408,100 | ||||||||||||
Operating income | $ | 10,821,600 | $ | 6,501,200 | $ | 26,311,300 | $ | 14,358,500 | ||||||||
Average number of active consultants | 57,200 | 33,600 | 45,200 | 32,900 |
UBAM Operating Results for the Three Months Ended November 30 2017
UBAM segment’s sales consist of home shows, internet shows and book fairs. Netnet revenues increased $8.9$26.1 million, or 32.2%68.5%, to $36.5$64.2 million during the three-month period endingthree months ended November 30, 2017, when2020, compared with net revenues of $27.6to $38.1 million reported the same quarter a year ago. The increase in net revenues resulted primarily from an increase in the orders received during the period and an increase in our daily shipping volumes over the same period last year.
Gross margin increased $19.6 million, or 74.5%, to $45.9 million during the three months ended November 30, 2020, compared to $26.3 million during the same period lasta year due to recent facility changes. During the first and second quarters of this fiscal year, we modified our distribution center setup and added new automation that increased our daily shipping capacity. With this increased capacity, our shipments were able to keep pace with our incoming orders during the quarter ended November 30, 2017. During the third quarter last year, our shipments did not keep pace with incoming orders and we ended the quarter with a large backlog of orders totaling approximately $9.6 million, which was recognized as deferred revenue at quarter end.
UBAM operating expenses consists of operating and selling expenses, sales commissions and general and administrative expenses. Operating and selling expenses primarily consists of freight expenses and hostess awards associated with sales orders.materials and supplies. Sales commissions include amounts paid to consultants for new sales and promotions. These operating expenses are directly tied to the sales volumes of the UBAM segment. General and administrative expenses include payroll, travel and entertainment expenses, outside services, inventory reserves and other expenses directly associated with the UBAM segment. Total operating expenses increased $4.1$15.3 million, or 25.1%77.3%, to $20.4$35.1 million during the three-month period endingended November 30, 2017,2020, when compared withto $19.8 million reported in the same quarter a year ago. Operating and selling expenses increased $4.5 million, to $10.1 million, during the three-month period ended November 30, 2020, when compared to $5.6 million reported in the same quarter a year ago, primarily due to an increase in postage and freight costs of $3.9 million and an increase in accruals for trips and other consultant rewards of $0.5 million, both associated with increased UBAM sales. Sales commissions increased $10.0 million, to $22.9 million, during the three-month period ended November 30, 2020, when compared to $12.9 million reported in the same quarter a year ago, due primarily to the increase in sales volume and the increase in internet-based sales, which offer fewer discounts and higher sales commissions to consultants. General and administrative expenses increased $0.9 million to $2.2 million during the three months ended November 30, 2020, compared to $1.3 million during the same period last year. Operating expensesThis increase was primarily due to $0.6 million of increased primarily from increased operating and selling costs andcredit card transaction fees associated with increased sales commissions, both tied to the growthvolumes and a $0.2 million increase in revenues during the period.
Operating income of the UBAM segment increased $2.2$4.3 million, or 46.8%66.2%, to $6.9$10.8 million during the three-month period endingthree months ended November 30, 2017,2020, when compared to $6.5 million reported in the same quarter a year ago, primarily due to primarilythe growth in net revenues. Operating income of the UBAM division as a percentage of net revenues for the three months ended November 30, 2020 remained consistent at 16.9%, compared to increased sales and gross margins, partially offset by increased operating and selling expenses and sales commissions.
UBAM Operating Results for the Nine Months Ended November 30 2017
UBAM net revenues increased $11.4$72.9 million, or 15.8%85.7%, to $83.5$158.0 million during the nine-month period endingended November 30, 2017, when2020, compared with net revenues of $72.1to $85.1 million reported duringfrom the same period a year ago. The increase in net revenues primarily resulted from the increase in the number of active sales consultants during the period along with increase in the year over year shipments made during the third quarter.
Gross marginsmargin increased $8.9$54.2 million, or 92.2%, to $62.5$113.0 million forduring the nine-month period endingended November 30, 2017 from $53.62020, when compared to $58.8 million reported during the same period a year ago. Theago, due primarily to an increase in gross margins primarily resulted from the increase in sales.net revenues. Gross marginsmargin as a percentage of net revenues remained consistent at 74.9%increased to 71.5% for the nine-month period endingended November 30, 20172020, when compared to 74.3% reported69.1% for the same period a year ago.
Total UBAM operating expenses increased $4.4$42.2 million, or 10.4%95.0%, to $46.7$86.6 million during the nine-month period endingended November 30, 2017,2020, from $44.4 million for the same period a year ago. Operating and selling expenses increased $11.9 million, to $24.6 million during the nine-month period ended November 30, 2020, when compared to $12.7 million reported in the same period a year ago, primarily due to increased postage and freight costs of $11.4 million associated with $42.3the increase in volume of orders shipped. Sales commissions increased $28.2 million withto $56.7 million during the nine-month period ended November 30, 2020, when compared to $28.5 million reported in the same period a year ago, due primarily to the increase in operatinginternet-based sales, which offer fewer discounts and sellinghigher sales commissions to consultants. General and administrative expenses andincreased $2.2 million to $5.4 million, from $3.2 million recognized during the same period last year, due primarily to $1.6 million of increased credit card transaction fees associated with increased sales commissionsvolumes and a $0.6 million increase in promotions and marketing expenses associated with UBAM’s revenue growth.
Operating income of the UBAM segment increased $4.6$11.9 million, or 40.7%82.6%, to $15.9$26.3 million during the nine-month period endingnine months ended November 30, 20172020, when compared to $11.3$14.4 million reported duringin the same period last year. Operating income of the UBAM division as a year ago. The increase in operatingpercentage of net revenues for the nine months ended November 30, 2020 was 16.7%, compared to 16.9% for the nine months ended November 30, 2019, a change of 0.2%, or $0.4 million. Operating income wasas a percentage of net revenues changed from the prior year primarily due to increased gross margins on increased sales.
Publishing Operating Results for the Three and Nine Months Ended November 30 2017
The following table summarizes the operating results of the Publishing segment for the three and nine months ended November 30, 2017 and 2016:
For the Three Months Ended November 30, | For the Nine Months Ended November 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Gross sales | $ | 5,132,900 | $ | 6,490,100 | $ | 13,846,300 | $ | 15,394,000 | ||||||||
Less discounts and allowances | (2,703,300 | ) | (3,419,900 | ) | (7,334,000 | ) | (8,167,400 | ) | ||||||||
Transportation revenue | 10,000 | 4,800 | 26,400 | 18,000 | ||||||||||||
Net revenues | 2,439,600 | 3,075,000 | 6,538,700 | 7,244,600 | ||||||||||||
Cost of goods sold | 1,380,600 | 1,750,600 | 3,639,700 | 3,950,600 | ||||||||||||
Gross margin | 1,059,000 | 1,324,400 | 2,899,000 | 3,294,000 | ||||||||||||
Total operating expenses | 502,200 | 344,900 | 1,384,800 | 1,155,300 | ||||||||||||
Operating income | $ | 556,800 | $ | 979,500 | $ | 1,514,200 | $ | 2,138,700 |
Three Months Ended November 30, | Nine Months Ended November 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Gross sales | $ | 5,463,400 | $ | 5,645,100 | $ | 13,228,700 | $ | 16,416,200 | ||||||||
Less discounts and allowances | (2,886,400 | ) | (2,936,900 | ) | (7,010,600 | ) | (8,680,700 | ) | ||||||||
Transportation revenue | 3,600 | 16,000 | 66,500 | 30,800 | ||||||||||||
Net revenues | 2,580,600 | 2,724,200 | 6,284,600 | 7,766,300 | ||||||||||||
Cost of goods sold | 1,367,600 | 1,449,800 | 3,254,300 | 4,065,400 | ||||||||||||
Gross margin | 1,213,000 | 1,274,400 | 3,030,300 | 3,700,900 | ||||||||||||
Total operating expenses | 440,000 | 441,500 | 1,171,900 | 1,447,600 | ||||||||||||
Operating income | $ | 773,000 | $ | 832,900 | $ | 1,858,400 | $ | 2,253,300 |
Publishing Operating Results for the Three Months Ended November 30 2017
Our Publishing segment’sdivision’s net revenues decreased $0.6$0.1 million, or 19.4%3.7%, to $2.4$2.6 million forduring the three monthsthree-month period ended November 30, 20172020, from $3.1$2.7 million reported for the quarter ended November 30, 2016. Revenues declined fromin the same period lasta year dueago. Many Publishing customers began to smaller customer orders inre-open prior to the third periodstart of fiscal 2018 when compared to last year, as well as fewer customers placing orders. During the third quarter of fiscal year 2017, we had significant delays2021. The slight decrease in shipments which resulted in lost customers and customers reducing order sizessales was primarily due to stores that were unable to remain open for the full third quarter of fiscal 2021 due to the COVID-19 pandemic.
Gross margin decreased $0.1 million, or 7.7%, to $1.2 million during the fall selling season of fiscal 2018, based on slower delivery expectations.
Total operating expenses of the Publishing segment remained consistent at $0.4 million during the three-month periods ended November 30, 2020 and 2019.
Operating income of the Publishing segment remained consistent at $0.8 million for the three-month periods ended November 30, 2020 and 2019.
Publishing Operating Results for the Nine Months Ended November 30, 2020
Our Publishing division’s net revenues decreased $1.5 million, or 19.2%, to $6.3 million during the nine-month period ended November 30, 2020, from $7.8 million reported in the same period a year ago. The decrease in sales resulted from temporary store closures impacted by the COVID-19 pandemic. Many Publishing customers temporarily closed during our fiscal year 2021 first quarter, following the guidance from their local authorities to prevent the spread of the pandemic, and have begun reopening at varying times over the past six months.
Gross margin decreased $0.7 million, or 18.9%, to $3.0 million during the nine-month period ended November 30, 2020, from $3.7 million reported in the same period a year ago, primarily due to the decrease in net revenues. Gross margin as a percentage of net revenues increased 0.5%, to 48.2%, during the nine-month period ended November 30, 2020, from 47.7% reported in the same period a year ago. The increase in gross margin percentage results primarily from a change in our customer mix. Customers receive varying discounts due to sales volumes and contract terms.
Total operating expenses of the Publishing segment decreased $0.2 million to $1.2 million during the nine-month period ended November 30, 2020, from $1.4 million reported in the same period a year ago, resulting from a $0.1 million decrease in postage and freight from the decrease in sales volumes and a $0.1 million decrease in sales commissions due to decreased net revenues.
Operating income of the Publishing segment decreased $0.4 million, or 17.4%, to $1.9 million during the nine-month period ended November 30, 2020 when compared to $2.3 million reported in the same period a year ago, due primarily to the decline in sales. Gross margins as a percentage of sales remained consistent between the periods.
Liquidity and Capital Resources
EDC has a history of cash is typically operatingprofitability and positive cash flow. The majority ofWe typically fund our operations from the cash outflow over the past several years has been associated with increasing our inventorywe generate. We also use available cash to keep up with our increased demandpay down outstanding bank loan balances, for our products.capital expenditures, to pay dividends, and to acquire treasury stock. We have utilized a bank credit facility and other term loan borrowings to meet our short-term cash needs, as well as fund capital expenditures, when necessary.
During the nine-month period ended November 30, 2017,first nine months of fiscal 2021, we experiencedgenerated positive cash inflowflows from our operations of $11.3 million. Net$39,617,800. These cash flows resulted from:
● net earnings of $4.4 million were increased by the following items:
Adjusted for:
● depreciation expense of $0.9 million,
● share-based compensation expense of $0.2 million,
● provision for inventory valuation allowance of $166,200
● provision for doubtful accounts of $0.4 million,$115,800
Offset by:
● deferred income taxes of $809,800
Positively impacted by:
● increase in accounts payable of $35,498,700
● increase in accrued salaries and commissions, of $2.8 million,
● increase in deferred revenues of $1,945,600
● increase in income tax payable of $0.5 million.
Negatively impacted by:
● increase in accounts payableinventories, net of $7.3 million,
● increase in accounts receivable of $1.3 million, and
● increase in prepaid expenses and other assets of $0.3 million.
Cash used in investing activities was $1.3 million$2,040,000 for capital expenditures, which was primarilywere comprised of improvements made$1,488,300 in equipment purchased to two ofincrease our pick lines which were upgraded with new automated routing functionalitydaily shipping capacity, $359,500 in software upgrades that our UBAM consultants use to bypass zones that had no picks of approximately $1.0 millionmonitor their business and inventory management systems of $0.1 millionplace customer orders and various other improvements to the warehouse, facility$192,200 in building and equipment totaling $0.2 million.
Cash used in financing activities was $4.6 million,$9,082,900, which was primarily comprised of repayment of borrowings under our line of credit of $4.9 million and payments on long-termnet cash used to pay down term debt of $0.7 million,$7,696,900, payments of $1,419,800 for dividends, offset by draws on the recently executed Advancing Term Loan of $1.0 million along with other minor equity changes.
During fiscal year 2018,2021, we continue to expect our cash from operations, andalong with our expanded line of credit withand any additional equipment financing needed from our Bank, will provide us the ability to meet our liquidity requirements. We have a history of profitability and positive cash flow. Consequently, cashCash generated from operations will be used to increasereplace inventory, in anticipation of continued sales growth and to liquidate existing debt.
We have a Loan Agreement with the Bank, including Term Loan #1 comprised of Tranche A totaling $11.1 million as of $13.4 million and Tranche B of $5.0 million bothNovember 30, 2020, with thea maturity date of December 1, 2025. Tranche A has a fixed interest rate of 4.23% and interest is payable monthly.
We had no borrowings on our line of credit at November 30, 2017)2020 and February 29, 2020. Available credit under the revolving loan was $10.0 million at November 30, 2020.
During the second quarter of fiscal year 2021, we paid off Loan Agreement Term Loan #1 Tranche B totaling $4.2 million, which previously had a maturity date of December 1, 2025. In addition, we also paid off Term Loan #2 totaling $2.9 million, which previously had a maturity date of June 28, 2021. The purpose of paying off these loans early was to utilize our existing cash flows from operations to increase future profits by reducing interest expense, as well as, free up future cash flows to be used to either pay dividends or purchase additional shares.
On August 15, 2019, the Company executed the Tenth Amendment Loan Agreement which extended the termination date of the line of credit to August 15, 2020, amended the definition of LIBOR Margin, reduced the frequency of reports to the Lender, amended the Adjusted Funded Debt to EBITDA Ratio and amended the Compliance and Borrowing Base Certificates reporting requirements.
On August 15, 2020, the Company executed the Eleventh Amendment Loan Agreement which extended the termination date of the line of credit to August 15, 2021, reduced the maximum revolving principal amount from $15.0 million to $10.0 million, and amended the definition of the LIBOR Margin and Prime Margin, establishing a floor on the borrowing rates of 2.75%.
The Loan Agreement also contains a provision for our use of the Bank’s letters of credit. The Bank agrees to issue, or obtain issuance of, commercial or stand-by letters of credit provided that the sum of the line of credit plus the letters of credit issued would not exceed the borrowing base in effect at the time. Additionally, the Loan Agreement suspends dividends. For the quarter endedAs of November 30, 2017,2020, we had no letters of credit outstanding. The agreement contains provisions that require us to maintain specified financial ratios, restrict transactions with related parties, prohibit mergers or consolidation, disallow additional debt, and limit the amountamounts of compensation, salaries,dividends declared, investments, capital expenditures, leasing transactions, and leasing transactions.establish a dollar limit on the amount of shares that can be repurchased.
The following table reflects aggregate future maturities of long-term debt during the next five fiscal years and thereafter as follows:
Year Ending February 28 (29) | ||||
2018 | 267,100 | |||
2019 | 1,278,600 | |||
2020 | 1,331,200 | |||
2021 | 1,324,300 | |||
2022 | 1,069,000 | |||
Thereafter | 16,672,100 | |||
Total Maturities | $ | 21,942,300 |
Year ending February 28 (29), | ||||
2021 | $ | 128,800 | ||
2022 | 533,400 | |||
2023 | 556,800 | |||
2024 | 581,100 | |||
2025 | 605,400 | |||
Thereafter | 8,709,300 | |||
Total | $ | 11,114,800 |
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 uncollectible 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. Our significant accounting policies are described in the notes accompanying the financial statements included elsewhere in this report. However, we consider the following accounting policies to be more significantly dependent on the use of estimates and assumptions.
Revenue Recognition
Sales associated with product orders are generally recognized and recorded when products are shipped. Products are shipped FOB shipping point. The UBAM segment’sUBAM’s sales are generally paid at the time the product is ordered. These sales accounted for 93.7% of net revenues for the three-month period ended November 30, 2017, and 90.0% for the three-month period ended November 30, 2016. Sales thatwhich have been paid for but not shipped are classified as deferred revenue on the balance sheet. Sales associated with consignment inventory are recognized when reported and payment associated with the sale has been remitted. Transportation revenue represents the amount billed to the customer for shipping the product and is recorded when the product is shipped.
Estimated allowances for sales returns are recorded as sales are recognized and recorded.recognized. Management uses a moving average calculation to estimate the allowance for sales returns. We are not responsible for product damaged in transit. Damaged returns are primarily received from the retail stores. These returns primarily result from damage that occursstores of our Publishing Division. Those damages occur in the stores, not in shipping to the stores.stores, and we typically do not offer credit for damaged returns. It is industry practice to accept non-damaged returns from retail customers. Management has estimated and included a reserve for sales returns of $100,000$0.2 million as of November 30, 2017,2020 and $190,000 as of February 28, 2017.
Allowance for Doubtful Accounts
We maintain an allowance for estimated losses resulting from the inability of our customers to make required payments.payments and a reserve for vendor share markdowns (collectively “allowance for doubtful accounts”). An estimate of uncollectableuncollectible amounts is made by management based upon historical bad debts, current customer receivable balances, age of customer receivable balances, the customer'scustomers’ financial conditionconditions and current economic trends. Consignment inventory related to inactive consultants is reclassified to accounts receivable and the associated reserve is included within our allowance. If the actual uncollected amounts significantly exceed the estimated allowance, then our operating results would be significantly adversely affected. Management has estimated and included an allowance for doubtful accounts of $537,000$0.3 million at November 30, 2017,2020, and $485,000$0.2 million at February 28, 2017.29, 2020. Included within this allowance is $264,000 and $217,000$0.1 million of reserve for vendor discounts to sell remaining inventory as of November 30, 20172020 and February 28, 2017, respectively, of reserve related to consignment inventory held by inactive consultants.
Inventory
Our inventory contains approximately 2,200over 2,000 titles, each with different sell through rates of sale, depending upon the nature and popularity of the title. Almost all of our product line is saleable as the booksWe maintain very few titles that are not topical in nature andnature. As such, the majority of the titles we sell remain current in content today as well as in the future.for several years. Most of our products are printed in China, Europe, China, Singapore, India, Malaysia and Dubai resulting in a fivefour- to eight-monthsix-month lead-time to have a title printed and delivered to us.
Certain inventory is maintained in a noncurrent classification. Management continually estimates and calculates the amount of noncurrent inventory. Noncurrent inventory arises due to occasional purchases of titles in quantities in excess of what will be sold within the normal operating cycle, due to minimum order requirements of our suppliers. Noncurrent inventory was estimated by management using the current year turnover ratio by title. All inventoryInventory in excess of 2 ½ years of anticipated sales is classified as noncurrent inventory. These inventory quantities have exposure of becoming out of date, and therefore have higher obsolescence reserves. Noncurrent inventory balances prior to valuation allowances were $502,200$1.0 million and $467,100$1.2 million at November 30, 20172020 and February 28, 2017,29, 2020, respectively.
Consultants that meet certain eligibility requirements are allowed tomay request and receive inventory on consignment. We believe allowing our consultants to have consignment inventory greatly increases their ability to be successful in making effective presentations at home shows, book fairs and other events; andin summary, having consignment inventory leads to additional sales opportunities. Approximately 12% and 11%4.2% of our active consultants maintained consignment inventory at November 30, 2017 and February 28, 2017, respectively.the end of the third quarter of fiscal 2021. Consignment inventory is stated at cost, less an estimated reserve for consignment inventory that is not expected to be sold or returned to the Company. The total valuecost of inventory on consignment with active consultants was $1,533,100 and $1,140,700$1.3 million at November 30, 20172020 and $1.5 million at February 28, 2017, respectively. There is a seasonal29, 2020. During the current fiscal year, the Company increased its reserve for consignment inventory by approximately $0.2 million based on the estimated impact of the COVID-19 pandemic. Because our consultants are currently limited in their ability to sell consignment inventory at schools, book fairs or fall festivals, we expect an increase in consignment inventory during the fall when UBAMwrite-offs associated with consultants acquire inventory for sales events at annual state fair and other regional fall festival events. Inventory related to inactive consultants is reclassified to accounts receivables and amounted to $264,000 and $309,000 as of November 30, 2017 and February 28, 2017, respectively.
Inventories are presented net of a valuation allowance, which includes reserves for inventory obsolescence and active consultant consignmentreserves for consigned inventory that is not expected to be sold or returned.returned to the Company. Management estimates the inventory obsolescence allowance for both current inventory,and noncurrent inventory, and active consultant consignment inventory balances. The allowancewhich is based on management’s identification of slow moving inventory and estimated consignment inventory that will not be sold or returned.slow-moving inventory. Management has estimated a valuation allowance for these combined inventoriesboth current and noncurrent inventory, including the reserve for consigned inventory, of $330,900$0.7 million and $300,000$0.5 million as of November 30, 20172020 and February 28, 2017,29, 2020, respectively.
Our principal supplier, based in England, generally requires a minimum reorderre-order of 6,500 or more of a title in order to get a solo print run. Smaller orders would require a shared print run with the supplier’s other customers, which can result in lengthy delays to receive the ordered title. Anticipating customer preferences and purchasing habits requires historical analysis of similar titles in the same series. We then place the initial order or re-order based upon this analysis.
Stock-Based Compensation
We account 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 the date of grant and recognized asgrant. For awards subject to service conditions, compensation expense is recognized over the vesting period neton a straight-line basis. Awards subject to performance conditions are attributed separately for each vesting tranche of estimated forfeitures.the award and are recognized ratably from the service inception date to the vesting date for each tranche. Forfeitures are recognized when they occur. Any cash dividends declared after the restricted stock award is made, but before the vesting period is completed, will be reinvested in Company shares at the opening trading price on the dividend payment date. Shares purchased with cash dividends will also retain the same restrictions until the completion of the original vesting period associated with the awarded shares.
The restricted share awards granted under the 2019 Long-Term Incentive Plan (“2019 LTI Plan”) contain both service and performance conditions. The Company recognizes share-based compensation expense only for the portion of the restricted share awards that are considered probable of vesting. Shares are considered granted, and the service inception date begins, when a mutual understanding of the key terms and conditions between the Company and the employees have been established. The fair value of these awards is determined based on the closing price of the shares on the grant date. The probability of restricted share awards granted with future performance conditions is evaluated at each reporting period and compensation expense is adjusted based on the probability assessment.
During the first nine months of fiscal 2021, the Company recognized $0.7 million of compensation expense associated with the shares granted under the 2019 LTI Plan.
Not applicable.
An evaluation was performed of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) and 15d-15(e) as of November 30, 2017.2020. This evaluation was conducted under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer and Corporate Secretary (Principal Financial and Accounting Officer).
Based on that evaluation, these officers concluded that our disclosure controls and procedures were effective pursuant to Exchange Act Rule 13a-15(e).
In addition, no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during the quarter ended November 30, 20172020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Not Applicable.
Not required by smaller reporting company.
Period | Total # of Shares Purchased | Average Price Paid per Share | Total # of Shares Purchased as Part of Publicly Announced Plan (1) | Maximum # of Shares that May be Repurchased under the Plan (2)(3) | ||||||||||||
September 1 - 30, 2017 | 736 | $ | 10.19 | 0 | 297,368 | |||||||||||
October 1 - 31, 2017 | 0 | $ | N/A | 0 | 297,368 | |||||||||||
November 1 - 30, 2017 | 0 | N/A | 0 | 297,368 | ||||||||||||
Total | 736 | $ | 10.19 | 0 |
Period | Total # of Shares Purchased | Average Price Paid per Share | Total # of Shares Purchased as Part of Publicly Announced Plan (1) | Maximum # of Shares that may be Repurchased under the | ||||||||||||
September 1 - 30, 2020 | - | $ | - | - | 519,594 | |||||||||||
October 1 - 31, 2020 | - | - | - | 519,594 | ||||||||||||
November 1 - 30, 2020 | - | - | - | 519,594 | ||||||||||||
Total | - | $ | - | - |
(1) | On February 4, 2019 the Board of Directors |
Not Applicable.
None.
None.
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) | |||||
Date: January | By | /s/ Randall W. White | |||
Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) | |||||