Educational Development Corp 10-Q for FY2026 Q2
Educational Development Corp (EDUC)
About this 10-Q
Educational Development Corp filed this 10-Q on October 9, 2025, covering the quarter ended August 31, 2025 (FY2026 Q2).
Headline figures
Quarter ended August 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.62M
- down 29.0% from $6.51M a year earlier
- Net loss
- $1.29M
- compared with a net loss of $1.8M a year earlier
- Diluted EPS
- -$0.15
- compared with -$0.22 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from to .
Commission file number:
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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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.
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| 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 October 5, 2025, there were
TABLE OF CONTENTS
| Page | ||
| PART I. FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | 4 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 30 |
| Item 4. | Controls and Procedures | 30 |
| PART II. OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 31 |
| Item 1A. | Risk Factors | 31 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 31 |
| Item 3. | Defaults Upon Senior Securities | 31 |
| Item 4. | Mine Safety Disclosures | 31 |
| Item 5. | Other Information | 31 |
| Item 6. | Exhibits | 32 |
| Signatures | 34 | |
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. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by 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 brand partners, | |
| ● | our ability to locate and procure desired books, | |
| ● | product and supplier concentrations, | |
| ● | our relationship with our primary supplier and the related distribution requirements and contractual limitations, | |
| ● | adverse publicity associated with our Company or the industry, | |
| ● | our ability to ship timely, | |
| ● | changes to our primary sales channels, including social media and party plan platforms, | |
| ● | changing consumer preferences and demands, | |
| ● | cybersecurity threats and incidents, | |
| ● | changes in macroeconomic conditions in international trade including recently announced and potential future tariffs, | |
| ● | legal matters, | |
| ● | reliance on information technology infrastructure, | |
| ● | restrictions imposed by covenants in the agreements governing our indebtedness, | |
| ● | our ability to obtain adequate financing for working capital and capital expenditures, | |
| ● | economic and competitive conditions, regulatory changes and other uncertainties, as well as | |
| ● | those factors discussed below and elsewhere in our Annual Report on Form 10-K for the year ended February 28, 2025 and in 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 not occur. 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. As used in this Quarterly Report on Form 10-Q, the terms “the Company,” “EDC,” “we,” “our” or “us” mean Educational Development Corporation, a Delaware corporation, unless the context indicates otherwise.
3
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
| EDUCATIONAL DEVELOPMENT CORPORATION |
| CONDENSED BALANCE SHEETS (UNAUDITED) |
| August 31, | February 28, | |||||||
| 2025 | 2025 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, less allowance for credit losses of $ | ||||||||
| Inventories - net | ||||||||
| Prepaid expenses and other assets | ||||||||
| Assets held for sale | ||||||||
| Total current assets | ||||||||
| INVENTORIES - net | ||||||||
| PROPERTY, PLANT AND EQUIPMENT - net | ||||||||
| DEFERRED INCOME TAX ASSET | ||||||||
| OPERATING LEASE RIGHT-OF-USE ASSETS | ||||||||
| OTHER ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | $ | ||||||
| Line of credit | ||||||||
| Deferred revenues | ||||||||
| Operating lease liabilities, current | ||||||||
| Current maturities of long-term debt | ||||||||
| Accrued salaries and commissions | ||||||||
| Income taxes payable | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| OPERATING LEASE LIABILITIES, non-current | ||||||||
| OTHER LONG-TERM LIABILITIES | ||||||||
| Total liabilities | ||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Common stock, $ | ||||||||
| Capital in excess of par value | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ||||||
| Less treasury stock, at cost | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
See notes to condensed financial statements (unaudited).
4
| EDUCATIONAL DEVELOPMENT CORPORATION |
| CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) |
| Three Months Ended August 31, |
Six Months Ended August 31, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| PRODUCT REVENUES, net of discounts and allowances | $ | $ | $ | $ | ||||||||||||
| Transportation revenue | ||||||||||||||||
| NET REVENUES | ||||||||||||||||
| COST OF GOODS SOLD | ||||||||||||||||
| Gross margin | ||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Operating and selling | ||||||||||||||||
| Sales commissions | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| INTEREST EXPENSE | ||||||||||||||||
| OTHER INCOME | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| LOSS BEFORE INCOME TAXES | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| INCOME TAX BENEFIT | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| NET LOSS | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| BASIC AND DILUTED LOSS PER SHARE | ||||||||||||||||
| Basic | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Diluted | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| WEIGHTED AVERAGE NUMBER OF COMMON AND EQUIVALENT SHARES OUTSTANDING | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
| Dividends per share | $ | $ | $ | $ | ||||||||||||
See notes to condensed financial statements (unaudited).
5
| EDUCATIONAL DEVELOPMENT CORPORATION |
| CONDENSED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) |
| Three Months Ended August 31, |
Six Months Ended August 31, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Other comprehensive income: | ||||||||||||||||
| Unrealized loss on interest rate exchange agreement | ( |
) | ( |
) | ||||||||||||
| Comprehensive loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
See notes to condensed financial statements (unaudited).
6
| EDUCATIONAL DEVELOPMENT CORPORATION |
| CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED) |
| FOR THE SIX MONTHS ENDED AUGUST 31, 2025 |
| Common Stock (par value $0.20 per share) | Accumulated | Treasury Stock | ||||||||||||||||||||||||||||||
| Number of Shares Issued | Amount | Capital in Excess of Par Value | Retained Earnings | Other Comprehensive Loss | Number of Shares | Amount | Shareholders’ Equity | |||||||||||||||||||||||||
| BALANCE – February 28, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Change in fair value of interest rate exchange agreement | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | - | - | - | ( | ) | ||||||||||||||||||||||
| BALANCE - May 31, 2025 | $ | $ | $ | $ | - | $ | ( | ) | $ | |||||||||||||||||||||||
| Net Loss | - | - | - | ( | ) | - | - | - | ( | ) | ||||||||||||||||||||||
| BALANCE - August 31, 2025 | $ | $ | $ | $ | - | $ | ( | ) | $ | |||||||||||||||||||||||
| FOR THE SIX MONTHS ENDED AUGUST 31, 2024 |
Common
Stock | Accumulated | Treasury Stock | ||||||||||||||||||||||||||||||
Number
of | Amount | Capital
in | Retained | Other Comprehensive Income | Number | Amount | Shareholders' Equity | |||||||||||||||||||||||||
| BALANCE – February 29, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Sale of treasury stock | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||
| Share-based compensation expense - net | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Change in fair value of interest rate exchange agreement | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | - | - | - | ( | ) | ||||||||||||||||||||||
| BALANCE - May 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Sale of treasury stock | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||
| Share-based compensation expense - net | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Change in fair value of interest rate exchange agreement | - | - | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | - | - | - | ( | ) | ||||||||||||||||||||||
| BALANCE - August 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
See notes to condensed financial statements (unaudited).
7
| EDUCATIONAL DEVELOPMENT CORPORATION |
| CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) |
| Six Months Ended August 31, |
||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Deferred income taxes | ( |
) | ( |
) | ||||
| Provision for credit losses | ||||||||
| Provision for inventory valuation allowance | ||||||||
| Share-based compensation expense - net | ||||||||
| Net loss on sale of assets | ||||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | ( |
) | ||||||
| Inventories - net | ||||||||
| Prepaid expenses and other assets | ( |
) | ||||||
| Accounts payable | ( |
) | ( |
) | ||||
| Accrued salaries and commissions and other liabilities | ( |
) | ( |
) | ||||
| Deferred revenues | ( |
) | ||||||
| Income taxes payable/receivable | ||||||||
| Total adjustments | ||||||||
| Net cash provided by operating activities | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchases of property, plant and equipment | ( |
) | ( |
) | ||||
| Proceeds from sale of assets | ||||||||
| Net cash used in investing activities | ( |
) | ( |
) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Payments on term debt | ( |
) | ( |
) | ||||
| Sales of treasury stock | ||||||||
| Net borrowings under line of credit | ||||||||
| Net cash used in financing activities | ( |
) | ( |
) | ||||
| NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ( |
) | ||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH - BEGINNING OF PERIOD | ||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH - END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash (received)/paid for income taxes - net of refunds | $ | ( |
) | $ | ||||
See notes to condensed financial statements (unaudited).
8
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis 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, 2025 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.
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 and unless otherwise disclosed, are consistent with those disclosed in Note 1 to our audited financial statements as of and for the year ended February 28, 2025 included in our Form 10-K.
Reclassifications
Certain reclassifications have been made to the fiscal 2025 condensed statements of operations to combine Gross Sales and Discounts and allowances now presented as Product Revenues, net of discount and allowances to conform with the current year financial statement presentation. These reclassifications had no effect on net earnings.
Liquidity
In accordance with ASC 205-40, Going Concern, the Company has evaluated whether there are conditions and events considered in the aggregate that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
Determining the extent to which conditions or events raise substantial doubt about our ability to continue as a going concern and the extent to which mitigating plans sufficiently alleviate any such substantial doubt requires significant judgment and estimation by us. Our significant estimates related to this analysis may include identifying business factors such as completing the planned sale of owned real estate, changes in our Brand Partners, and sales and profitability trends used in the forecasted financial results and liquidity. Further, we make assumptions about the probability that management’s plans will be effectively implemented and alleviate substantial doubt and our ability to continue as a going concern. We believe that the estimated values used in our going concern analysis are based on reasonable assumptions. However, such assumptions are inherently uncertain, and actual results could differ materially from those estimates.
9
The default status of our credit agreement, along with recurring operating losses and other items, raise substantial doubt over the Company’s ability to continue as a going concern.
The Company’s credit
agreement with its lender expired on September 19, 2025, with the balances of our term loans and the revolving loan remain unpaid. On
September 30, 2025, the Company received a Reservation of Rights notice from its lender outlining that events of default have occurred
and are continuing due to our failure to pay in full in cash the unpaid balance of the term loans and revolving loan before the maturity
date. The Lender has not waived the specified defaults and reserves all of its rights, powers, privileges and remedies under the credit
agreement, the UCC, and applicable law. Under the credit agreement, the lender has the right, among other remedies listed, to demand payment
or repossess and liquidate the Company’s assets used as collateral for the loans. Under the terms of the credit agreement, an additional
default interest rate of
To address these concerns,
the Company has taken steps in its plans to pay off its bank debts by selling owned real estate.
Following the loan payoff, management plans to fund ongoing operations with limited borrowings through local banks or other financing sources. In addition, management’s plans include reducing inventory, which will generate free cashflows, and building the number of active PaperPie Brand Partners back to historical levels. Although there is no guarantee these plans will be successful, management believes these plans, if achieved, will alleviate the substantial doubt about continuing as a going concern and generate sufficient liquidity to meet our obligations as they become due over the next twelve months.
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 pronouncements and concluded the following new accounting standard updates (“ASU”) apply to us:
New Accounting Standards or Updates Not Yet Adopted
In July 2025, the FASB issued Accounting Standards Update 2025-05 – Financial Instruments – Credit Losses (Topic ASC 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this ASU provide entities with a practical expedient they may elect to use when developing an estimate of expected credit losses on current accounts receivable and current contract asset balances arising from transactions accounted for under Topic ASC 606 – Revenue from Contracts with Customers. Under this practical expedient, entities may elect to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments in ASU 2025-05 become effective for fiscal years and for interim periods beginning after December 15, 2025, and early adoption is permitted. This ASU will be effective for our Form 10-K for fiscal 2026. We are currently evaluating the impact this ASU may have on our financial statement disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively; however, retrospective application is also permitted. This ASU will be effective for our Form 10-K for fiscal 2026. We are currently evaluating the impact this ASU may have on our financial statement disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company’s annual periods beginning March 1, 2027, and interim periods beginning March 1, 2028, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on the Company’s financial statements and disclosures.
10
Note 2 – CASH
The table below reconciles cash, cash equivalents and restricted cash as reported in the balance sheets to the total of the same amounts shown in the statements of cash flows:
| August 31, 2025 |
August 31, 2024 |
|||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash, cash equivalents and restricted cash shown in the statements of cash flows | $ | $ | ||||||
The Company has contracted with Nexio and PayPal, Inc., third-party merchant service processors, to capture Visa, Discover, Mastercard and PayPal payments from customers. Approximately 90% of all payments received by the Company are channelled through these processors. These processors hold cash payments received from customers in reserve for a specified number of days to offset any potential chargebacks. The Company also has a short-term certificate of deposit with the Company’s bank as collateral for business credit card use. The Company has classified the cash held in reserves by Nexio and PayPal and the restricted certificate of deposit as restricted cash.
Note 3 – ASSETS HELD FOR SALE
During the third quarter of
fiscal 2024, the Company listed its real estate property located at 5402 S. 122nd E. Ave, Tulsa, Oklahoma 74146 for sale. This property,
consisting of approximately
As
outlined in the Contract for the Hilti Complex, , EDC expects to assign the existing tenant leases to the buyer along with executing a
new lease for the Company’s occupied space, but retain ownership of the excess land, consisting of approximately
During the second quarter
of fiscal year 2025, the Company entered into a triple-net lease agreement for approximately
On March 21, 2025, the Company executed a new brokerage agreement with Keen-Summit Capital Partners, LLC (“Keen-Summit”) to assist with the marketing and sale of the Hilti Complex. The Agreement offers Keen-Summit the opportunity to list and provide sale opportunities of the Hilti Complex for a term of nine months, along with providing other services customary with brokerage agreements. The Agreement includes the engagement of McGraw Davisson Stewart, LLC to provide local services as a licensed broker in the state of Oklahoma.
11
The proceeds from the sale
will be utilized to pay off the Term Loans and Revolving Loan outstanding in the Credit Agreement with the Company’s Lender. At
closing, the Company has agreed to assign the existing tenant leases to the Buyer and enter a new lease for its occupied space in the
Hilti Complex. The Agreement does not include the excess land parcel, consisting of approximately
The Agreement and Amendment to the Agreement provide the Buyer a due diligence period through November 25, 2025, to secure financing, perform inspections, review leases, perform other assessments and close the transaction.
The assets held for sale consist
of property and equipment. The Company records assets held for sale at the lower of their carrying value or fair value less costs to sell.
The total carrying value of assets held for sale was $
Note 4 – INVENTORIES
Inventories consist of the following:
| August 31, 2025 |
February 28, 2025 |
|||||||
| Current: | ||||||||
| Product inventory | $ | $ | ||||||
| Inventory valuation allowance | ( |
) | ( |
) | ||||
| Inventories net – current | $ | $ | ||||||
| Noncurrent: | ||||||||
| Product inventory | $ | $ | ||||||
| Inventory valuation allowance | ( |
) | ( |
) | ||||
| Inventories net – noncurrent | $ | $ | ||||||
Inventory in transit totalled
$
Product inventory quantities in excess of what we expect will be sold within the normal operating cycle, based on 2½ years of anticipated sales, are included in noncurrent inventory.
12
Note 5 – LEASES
We have both lessee and lessor arrangements. Our lessee arrangements include six rental agreements where we have the exclusive use of dedicated office space in San Diego, California, Ogden, Utah, Seattle, Washington, a warehouse space in Joplin, Missouri and two leases for office and warehouse space locally in Tulsa, Oklahoma, all of which qualify as operating leases under ASC 842. Our lessor arrangements include three rental agreements for warehouse and office space in Tulsa, Oklahoma, and qualify as operating leases under ASC 842.
Operating Leases – Lessee
We recognize a lease liability,
reported in other liabilities on the 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. Expected payments in the next twelve
months are classified as current lease liabilities. Payments in excess of twelve months are classified as long-term lease liabilities.
We also recognize a right-of-use asset, reported in other assets on the balance sheets, for each lease, valued at the lease liability
and adjusted for prepaid or accrued rent balances existing at the time of initial recognition.
| August 31, 2025 | February 28, 2025 | |||||||
| Operating lease assets: | ||||||||
| Right-of-use assets | $ | $ | ||||||
| Operating lease liabilities: | ||||||||
| Current lease liabilities | $ | $ | ||||||
| Long-term lease liabilities | $ | $ | ||||||
| Weighted-average remaining lease term (months) | ||||||||
| Weighted-average discount rate | % | % | ||||||
Minimum fixed rental payments are recognized on a straight-line basis over the life of the lease as costs and expenses in our statements of operations. Variable and short-term rental payments are recognized as costs and expenses as they are incurred.
| Three Months Ended August 31, |
Six Months Ended August 31, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Fixed lease costs | $ | $ | $ | $ | ||||||||||||
13
Future minimum rental payments under operating leases with initial terms greater than one year as of August 31, 2025, are as follows:
| Years ending February 28, | ||||
| 2026 | $ | |||
| 2027 | ||||
| Total future minimum rental payments | ||||
| Less: imputed interest | ( |
) | ||
| Total operating lease liabilities | $ | |||
The following table provides further information about our operating leases reported in our condensed financial statements:
| Three Months Ended August 31, |
Six Months Ended August 31, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating cash outflows – operating leases | $ | $ | $ | $ | ||||||||||||
The Company assesses its leases to determine whether it is reasonably certain that these renewal options will be exercised. In general, most of the office space outside of Tulsa, Oklahoma is associated with remote employees. Their continued employment determines the need for this space. Much of the warehouse space outside of the Hilti Complex is used to store non-current inventory. As the Company sells down excess inventory, less outside space will be needed, and any renewals will be for less space. Accordingly, the renewal options are not included in the calculation of its right-of-use assets and lease liabilities, as the Company does not believe that it is reasonably certain that these renewal options will be exercised.
Operating Leases – Lessor
In connection with the 2015
purchase of the Hilti Complex, we entered into a
On May 26, 2024, the Company
entered into a triple-net lease agreement for approximately
14
The Company also subleases some office and warehouse space in one of its other leased facilities.
Future minimum payments receivable under operating leases with terms greater than one year are estimated as follows:
| Years ending February 28 (29), | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | $ | |||
The cost of the leased space
was approximately $
Note 6 – DEBT
Debt consists of the following:
| August 31, 2025 |
February 28, 2025 |
|||||||
| Line of credit | $ | $ | ||||||
| Floating rate Term Loan | $ | $ | ||||||
| Fixed rate Term Loan | ||||||||
| Total term debt | ||||||||
| Less current maturities | ( |
) | ( |
) | ||||
| Less debt issue cost | ( |
) | ( |
) | ||||
| Long-term debt, net | $ | $ | ||||||
On August 9, 2022, the Company
executed a Credit Agreement (“Loan Agreement”) with BOKF, NA (“Bank of Oklahoma” or the “Lender”).
The Loan Agreement established a fixed rate Term Loan in the principal amount of $
On December 22, 2022, the Company executed the First Amendment to our Loan Agreement with the Lender. This amendment clarified the definition of the Fixed Charge Coverage Ratio to exclude dividends paid prior to November 30, 2022, and placed restrictions on acquisitions and cash dividends.
On May 10, 2023, the Company
executed the Second Amendment to our Loan Agreement with the Lender. This amendment waived the fixed charge ratio default which occurred
on February 28, 2023 and amended the financial covenant to not require the fixed charge ratio to be measured at May 31, 2023. The Second
Amendment also added a cumulative maximum level of fiscal year to date inventory purchases through the expiration of the Revolving Loan
Agreement, increased the borrowing rate on the Company’s Revolving Loan to Term SOFR Rate plus
15
On June 6, 2023, pursuant
to its interest rate risk and risk management strategy, the Company entered into a swap transaction (the “Swap Transaction”)
with the Lender, which converts a portion of the original $
On August 9, 2023, the Company
executed the Third Amendment along with a Revised Credit Agreement (“Credit Agreement”) with the Lender. This amendment extended
the Revolving Loan maturity date to January 31, 2024 and introduced a stepdown to the Revolving Commitment from $
On November 30, 2023, the
Company executed the Fourth Amendment to the Credit Agreement with the Lender. This amendment, effective December 1, 2023, increased the
Revolving Loan commitment to $
On June 13, 2024, the Company
executed the Fifth Amendment to the Credit Agreement with the Lender. The amendment, effective May 31, 2024, adjusts the maximum availability
of the Revolving Loan commitment to $
On October 7, 2024, the Company
executed the Sixth Amendment to the Credit Agreement with the Lender. The amendment, effective October 3, 2024, extended the maturity
date to
On January 13, 2025, the Company
executed the Seventh Amendment to the Credit Agreement with the Lender. The amendment, effective January 4, 2025, decreased the maximum
availability of the Revolving Loan commitment to $
On April 16, 2025, the Company
executed the Eighth Amendment to the Credit Agreement with the Lender. The amendment, effective April 4, 2025, increased the Revolving
Loan interest rate on the effective date to SOFR +
On August 12, 2025, Educational
Development Corporation executed the Ninth Amendment to the Existing Credit Agreement with the Lender. The Amendment, effective July 11,
2025, extends the maturity date of the Revolving Loan to September 19, 2025, increased the Revolving Loan interest rate on the effective
date to SOFR +
Features of the Revised Loan Agreement include:
| (i) | Two Term Loans on 20-year amortization with maturity dates of | ||
| (i)(a) | $ | ||
| (i)(b) | $ | ||
| (ii) | $ | ||
| (iii) | Revolving Loan allows for Letters of Credit upon bank approval (none were outstanding at August 31, 2025) | ||
| (iv) | The Two Term Loans and the Revolving Loan included an additional |
16
The Company’s credit agreement with its lender expired on September 19, 2025, with the balances of our Term Loans and the Revolving Loan remain unpaid.
On September 30, 2025, the
Company received a Reservation of Rights notice from its lender outlining that events of default have occurred and are continuing due
to our failure to pay in full in cash the unpaid balance of the Term Loans and Revolving Loan before the maturity date. The Lender has
not waived the specified defaults and reserves all of its rights, powers, privileges and remedies under the credit agreement, the UCC,
and applicable law. Under the credit agreement, the lender has the right, among other remedies listed, to demand payment or repossess
and liquidate the Company’s assets used as collateral for the loans. Under the terms of the credit agreement, an additional default
interest rate of
Note 7 – BUSINESS CONCENTRATION
Significant portions of our
inventory purchases are concentrated with an England-based publishing company, Usborne Publishing Limited (“Usborne”). During
fiscal 2023, we entered into a new distribution agreement (“Agreement”) with Usborne. The Agreement includes annual minimum
purchase volumes along with specific payment terms and letter of credit requirements, which if not met offer Usborne the right to terminate
the Agreement on less than 30 days’ written notice. Should termination of the Agreement occur, the Company will be allowed to sell
its remaining Usborne inventory for an agreed upon period, but not less than twelve months following the termination date. As of August
31, 2025, the Company did not meet the minimum purchase requirements and did not supply the letter of credit required under the Agreement,
which offers Usborne the right to exercise their option to terminate the Agreement. Usborne has not notified the Company of termination
of the Agreement. In addition, Usborne has refused to pay the $
The following table summarizes Usborne product revenues, net of discounts, by division and inventory purchases by product type:
| Three Months Ended August 31, |
Six Months Ended August 31, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Product revenues, net of discounts of Usborne products by division: | ||||||||||||||||
| PaperPie division | $ | $ | $ | $ | ||||||||||||
| % of total PaperPie Product revenues, net of discounts | % | % | % | % | ||||||||||||
| Publishing division | ||||||||||||||||
| % of total Publishing Product revenues, net of discounts | % | % | % | % | ||||||||||||
| Total Product revenues, net of discounts of Usborne products | $ | $ | $ | $ | ||||||||||||
| Purchases received by product type: | ||||||||||||||||
| Usborne | $ | $ | $ | $ | ||||||||||||
| % of total purchases received | % | % | % | % | ||||||||||||
| All other product types | ||||||||||||||||
| % of total purchases received | % | % | % | % | ||||||||||||
| Total purchases received | $ | $ | $ | $ | ||||||||||||
Total Usborne inventory owned
by the Company and included in our balance sheets was $
Note 8 – LOSS PER SHARE
Basic earnings (loss) per share (“EPS”) is computed by dividing net earnings (loss) 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 and the assumed vesting of granted restricted share awards. In computing Diluted EPS, we have utilized the treasury stock method.
17
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 August 31, |
Six Months Ended August 31, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net loss per share: | ||||||||||||||||
| Net loss applicable to common shareholders | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
| Loss per share: | ||||||||||||||||
| Basic | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Diluted | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
As shown in the table below, the following shares have not been included in the calculation of diluted loss per share as they would be anti-dilutive to the calculation above.
| Three Months Ended August 31, |
Six Months Ended August 31, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Weighted average shares: | ||||||||||||||||
| Issued unvested restricted stock and assumed shares issuable under granted unvested restricted stock awards | ||||||||||||||||
Note 9 – SHARE-BASED COMPENSATION
We account for share-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. For awards subject to service conditions, compensation expense is recognized over the vesting period on a straight-line basis. Awards subject to performance conditions are attributed separately for each vesting tranche of the award and are recognized rateably from the service inception date to the vesting date for each tranche. Forfeitures are recognized when they occur. The probability of restricted share awards granted with future performance conditions is evaluated at each reporting period and share awards are updated and compensation expense is adjusted based on updated information.
In July 2018, our shareholders
approved the Company’s 2019 Long-Term Incentive Plan (“2019 LTI Plan”).
18
In July 2021, our shareholders
approved the Company’s 2022 Long-Term Incentive Plan (“2022 LTI Plan”).
A summary of compensation expense recognized in connection with restricted share awards follows:
| Three Months Ended August 31, |
Six Months Ended August 31, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Share-based compensation expense - net of forfeitures | $ | $ | $ | $ | ||||||||||||
Note 10 – SHIPPING AND HANDLING COSTS
We classify shipping and handling
costs as operating and selling expenses in the condensed statements of operations. Shipping and handling costs include postage, freight,
handling costs, as well as shipping materials and supplies. These costs were $
Note 11 – BUSINESS SEGMENTS
We have
The accounting policies for the segments are the same as those for the rest of the Company. We evaluate segment performance based on earnings before income taxes of the segments, which is defined as segment net revenues reduced by cost of sales and direct expenses. Direct expenses are composed of payroll, commissions, general and administrative, and operating and selling expenses. Corporate expenses, depreciation, interest expense, other income, 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. Separate financial information is regularly evaluated by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources. For the Company, the Chief Executive Officer is the CODM.
19
Information by reporting segment for the six-month periods ended August 31, 2025 and 2024, are as follows:
| NET REVENUES | ||||||||||||||||
| Three Months Ended August 31, |
Six Months Ended August 31, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| PaperPie | $ | $ | $ | $ | ||||||||||||
| Publishing | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| EARNINGS (LOSS) BEFORE INCOME TAXES | ||||||||||||||||
| Three Months Ended August 31, | Six Months Ended August 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| PaperPie | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||
| Publishing | ||||||||||||||||
| Other | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
PAPERPIE OPERATING RESULTS
The following table summarizes the operating results of the PaperPie segment for the three and six months ended August 31, 2025 and 2024:
| Three Months Ended August 31, |
Six Months Ended August 31, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net revenues | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross margin | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Operating and selling | ||||||||||||||||
| Sales commissions | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating income (loss) | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||
20
PUBLISHING OPERATING RESULTS
The following table summarizes the operating results of the Publishing segment for the three and six months ended August 31, 2025 and 2024:
| Three Months Ended August 31, |
Six Months Ended August 31, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net revenues | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross margin | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Operating and selling | ||||||||||||||||
| Sales commissions | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating income | $ | $ | $ | $ | ||||||||||||
Information for the Other segment above for the three and six months ended August 31, 2025 and 2024 is set forth below:
OTHER NON-SEGMENT LOSS BEFORE INCOME TAXES
| Three Months Ended August 31, |
Six Months Ended August 31, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating and selling: | $ | $ | $ | $ | ||||||||||||
| Freight | ||||||||||||||||
| Computer support | ( |
) | ||||||||||||||
| Total operating and selling expenses | ||||||||||||||||
| General and administrative: | ||||||||||||||||
| Payroll | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Building and warehouse rents | ||||||||||||||||
| Outside services | ||||||||||||||||
| Property taxes | ||||||||||||||||
| Property insurance | ||||||||||||||||
| Professional service fees | ||||||||||||||||
| Dues and subscriptions | ||||||||||||||||
| Other | ||||||||||||||||
| Total general and administrative expenses | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Other income | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Total other non-segment loss before income taxes | $ | $ | $ | $ | ||||||||||||
Note 12 – INTEREST RATE EXCHANGE AGREEMENT
The Company maintains an interest-rate risk-management strategy that uses interest-rate swap instruments at times to minimize significant, unanticipated earnings fluctuations caused by interest-rate volatility. The Company’s specific goal is to lower the cost of its borrowed funds, when possible.
On June 5, 2023, the Company
entered into a receive-variable (based on 30-Day SOFR)/pay-fixed interest-rate swap agreement related to $
21
The effective portion of the unrealized gain or loss on this interest-rate swap is reported as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the interest rate swap representing amounts excluded from the assessment of hedge effectiveness were recognized in the current earnings.
The fair value of the interest rate swap is included in the following caption on the balance sheets as follows:
| August 31, 2025 | February 28, 2025 | |||||||
| Other current liabilities | $ | $ | ||||||
Note 13 – FINANCIAL INSTRUMENTS
The following methods and assumptions are used in estimating the fair-value disclosures for financial instruments:
| - | The carrying amounts reported on the balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments. | |
| - | The estimated fair value of our assets held for sale was $ | |
| - | The estimated fair value of our term notes payable is estimated by management to approximate $ |
Note 14 – DEFERRED REVENUES
The Company’s PaperPie
division receives payments on orders in advance of shipment. Any payments received prior to the end of the period that were not shipped
as of August 31, 2025 or February 28, 2025 are recorded as deferred revenues on the balance sheets. We received approximately $
Note 15 – SUBSEQUENT EVENTS
The Company’s Credit Agreement with its lender expired on September 19, 2025, with the balances of our Term Loans and the Revolving Loan remain unpaid.
On September 30, 2025, the
Company received a Reservation of Rights notice from its lender outlining that events of default have occurred and are continuing due
to our failure to pay in full in cash the unpaid balance of the Term Loans and Revolving Loan before the maturity date. The Lender has
not waived the specified defaults and reserves all of its rights, powers, privileges and remedies under the credit agreement, the UCC,
and applicable law. Under the credit agreement, the lender has the right, among other remedies listed, to demand payment or repossess
and liquidate the Company’s assets used as collateral for the loans. Under the terms of the credit agreement, an additional default
interest rate of
On October 6, 2025, the Company received the Buyer’s Notice to Proceed pursuant to the Contract. This notice to proceed, subject to certain conditions, waives the Buyer’s right to the escrow deposit in the Contract. The sale of the Hilti Complex is expected to be completed on or before November 25, 2025.
22
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Factors Affecting Forward-Looking Statements
See “Cautionary Remarks Regarding Forward-Looking Statements” in the front of this Quarterly Report on Form 10-Q.
Overview
We are the owner and exclusive publisher of Kane Miller children’s books; Learning Wrap-Ups, maker of educational manipulatives; and SmartLab Toys, maker of STEAM-based toys and games. We are also the exclusive United States Multi-Level Marketing (“MLM”) distributor of Usborne Publishing Limited (“Usborne”) children’s books. Significant portions of our product offering and inventory are concentrated with Usborne. Our distribution agreement with Usborne includes annual minimum purchase volumes along with specific payment terms, which, if not met or if payments are not received in a timely manner, offer Usborne the right to terminate the agreement. During fiscal 2024 and fiscal 2025, the Company did not meet the minimum purchase volumes and certain payments were not received timely. No notification of non-compliance or termination has been received from Usborne. Should termination of the agreement occur, the Company will be allowed, at a minimum, to sell through our remaining Usborne inventory over a period of twelve months following the termination date.
We sell our products through two separate divisions, PaperPie and Publishing. These two divisions each have their own customer base. The PaperPie division markets our complete line of products through a network of independent Brand Partners using a combination of home shows, internet party events, and book fairs. The Publishing division markets Kane Miller, Learning Wrap-Ups, and SmartLab Toys on a wholesale basis to various retail accounts. All other supporting administrative activities are recognized as other expenses outside of our two divisions. Other expenses consist primarily of compensation for our office, warehouse, and sales support staff as well as the cost of operating and maintaining our corporate offices, warehouses and distribution facility.
The following table shows our condensed statements of operations data:
| Three Months Ended August 31, |
Six Months Ended August 31, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Product revenues, net of discounts and allowances | $ | 4,396,300 | $ | 6,119,600 | $ | 11,161,100 | $ | 15,710,500 | ||||||||
| Transportation revenue | 224,800 | 389,600 | 566,400 | 792,100 | ||||||||||||
| Net revenues | 4,621,100 | 6,509,200 | 11,727,500 | 16,502,600 | ||||||||||||
| Cost of goods sold | 1,933,000 | 2,862,500 | 4,902,300 | 6,396,500 | ||||||||||||
| Gross margin | 2,688,100 | 3,646,700 | 6,825,200 | 10,106,100 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Operating and selling | 739,500 | 1,385,800 | 1,734,100 | 3,265,800 | ||||||||||||
| Sales commissions | 1,268,900 | 1,850,900 | 3,281,000 | 4,909,700 | ||||||||||||
| General and administrative | 2,503,200 | 2,905,500 | 5,198,100 | 6,105,100 | ||||||||||||
| Total operating expenses | 4,511,600 | 6,142,200 | 10,213,200 | 14,280,600 | ||||||||||||
| Interest expense | 603,200 | 545,700 | 1,107,500 | 1,122,400 | ||||||||||||
| Other income | (676,500 | ) | (575,100 | ) | (1,296,000 | ) | (1,083,800 | ) | ||||||||
| Loss before income taxes | (1,750,200 | ) | (2,466,100 | ) | (3,199,500 | ) | (4,213,100 | ) | ||||||||
| Income tax benefit | (455,500 | ) | (662,700 | ) | (829,600 | ) | (1,130,700 | ) | ||||||||
| Net loss | $ | (1,294,700 | ) | $ | (1,803,400 | ) | $ | (2,369,900 | ) | $ | (3,082,400 | ) | ||||
See the detailed discussion of revenues, gross margin and general and administrative expenses by reportable segment below. The following is a discussion of significant changes in the non-segment related general and administrative expenses, other income and expenses and income taxes during the respective periods.
Non-Segment Operating Results for the Three Months Ended August 31, 2025
Total operating expenses not associated with a reporting segment decreased $0.3 million, or 13.0%, to $2.0 million for the three-month period ended August 31, 2025, when compared to $2.3 million for the same quarterly period a year ago. Operating expenses decreased primarily as a result of a $0.1 million decrease in labor expenses within our warehouse operations due primarily to lower number of orders and outbound shipments, a $0.1 million decrease in depreciation expenses as certain assets have moved to Assets Held for Sale and depreciation is no longer applied, and a $0.1 million decrease in property taxes and insurance.
23
Interest expense increased $0.1 million, or 20.0%, to $0.6 million for the three months ended August 31, 2025, when compared to $0.5 million for the same quarterly period a year ago, due to increased interest rates on all our debt, period over period.
Income taxes decreased $0.2 million, or 28.6%, to a tax benefit of $0.5 million for the three months ended August 31, 2025, from a tax benefit of $0.7 million for the same quarterly period a year ago, resulting primarily from a decrease in gross sales. Our effective tax rate decreased to 26.0% for the quarter ended August 31, 2025, from 26.9% for the quarter ended August 31, 2024, due primarily to sales mix fluctuations between states. Our tax rates are higher than the federal statutory rate of 21% due to the inclusion of state income and franchise taxes.
Non-Segment Operating Results for the Six Months Ended August 31, 2025
Total operating expenses not associated with a reporting segment decreased $0.8 million, or 16.0%, to $4.2 million for the six-month period ended August 31, 2025, when compared to $5.0 million for the same period a year ago. Labor expenses decreased $0.5 million from staff reductions across all departments and freight handling costs decreased $0.1 million for the six months ended August 31, 2025, both associated with reduced sales, and a $0.2 million decrease in depreciation expenses as certain assets have moved to Assets Held for Sale and depreciation is no longer applied.
Interest expense stayed consistent at $1.1 million for the six months ended August 31, 2025 and August 31, 2024.
Other income increased $0.2 million, or 18.2%, to $1.3 million for the six months ended August 31, 2025, when compared to $1.1 million for the same quarterly period a year ago, primarily from a $0.4 million increase in rental income from the new tenant in the Hilti Complex, offset by a $0.2 decrease in other income related to a Chik-fil-A promotion held last year and the loss associated with the sale of property and equipment.
Income taxes decreased $0.3 million, or 27.3%, to a tax benefit of $0.8 million for the six months ended August 31, 2025, from a tax benefit of $1.1 million for the same period a year ago primarily related to reduced operating losses between the periods. Our effective tax rate decreased to 25.9% for the six months ended August 31, 2025, from 26.8% for the six months ended August 31, 2024, due primarily to sales mix fluctuations between states. Our tax rates are higher than the federal statutory rate of 21% due to the inclusion of state income and franchise taxes.
PaperPie Operating Results for the Three and Six Months Ended August 31, 2025
The following table summarizes the operating results of the PaperPie segment:
| Three Months Ended August 31, |
Six Months Ended August 31, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net revenues | $ | 3,731,200 | $ | 5,440,300 | $ | 9,791,500 | $ | 14,340,600 | ||||||||
| Cost of goods sold | 1,569,400 | 2,440,100 | 4,038,700 | 5,526,500 | ||||||||||||
| Gross margin | 2,161,800 | 3,000,200 | 5,752,800 | 8,814,100 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Operating and selling | 554,500 | 1,180,100 | 1,294,100 | 2,672,900 | ||||||||||||
| Sales commissions | 1,245,300 | 1,827,100 | 3,226,800 | 4,860,900 | ||||||||||||
| General and administrative | 376,700 | 463,700 | 784,900 | 979,900 | ||||||||||||
| Total operating expenses | 2,176,500 | 3,470,900 | 5,305,800 | 8,513,700 | ||||||||||||
| Operating income (loss) | $ | (14,700 | ) | $ | (470,700 | ) | $ | 447,000 | $ | 300,400 | ||||||
| Average number of active brand partners | 5,800 | 13,900 | 6,800 | 13,700 | ||||||||||||
PaperPie Operating Results for the Three Months Ended August 31, 2025
PaperPie net revenues decreased $1.7 million, or 31.5%, to $3.7 million during the three months ended August 31, 2025, when compared to $5.4 million during the same period a year ago. The average number of active brand partners in the second quarter of fiscal 2026 was 5,800, a decrease of 8,100, or 58.3%, from 13,900 average active brand partners selling in the second quarter of fiscal 2025. The Company reports the average number of active Brand Partners as a key indicator for this division. The Company saw new Brand Partner recruiting negatively impacted due to several factors including economic challenges that include inflation, resulting in high fuel costs and food price increases that continue to impact the disposable income of our customers. Additionally, the Company executed a distribution agreement with Usborne Publishing Limited in fiscal 2023. This agreement required the rebranding of the direct sales division from Usborne Books & More (“UBAM”) to PaperPie along with providing a letter of credit and minimal level of annual purchases. This rebranding was completed in the fourth quarter of fiscal 2023. The letter of credit was not provided by the Company and the Company did not meet the minimum purchase requirements in fiscal 2024 or 2025, creating uncertainty with the relationship on a go-forward basis. The reduced sales and uncertainty resulting from the revised Usborne distribution agreement increased Brand Partner turnover and negatively impacted new Brand Partner recruits.
Recent sales levels have also been impacted by the lack of new titles being introduced and certain out of stock items, due to purchasing restrictions placed on us from our lender. We expect to place reorders and purchase new titles following the sale of Hilti Complex and the payoff of the loans with our bank. Returning to our past practice of introducing new titles, along with additional enhancements to our PaperPie e-commerce and “backoffice” systems, are expected to create existing Brand Partner excitement and increase our number of new recruits in this division.
24
PaperPie gross margin decreased $0.8 million, or 26.7%, to $2.2 million during the three months ended August 31, 2025, when compared to $3.0 million during the same period a year ago. Gross margin as a percentage of net revenues for the three months ended August 31, 2025 increased to 57.9%, compared to 55.1% the same period a year ago, representing an increase of $0.2 million. The increase in gross margin as a percentage of net revenues was primarily attributed to increased discounts offered in the prior year to spur sales along with additional shipping promotions.
Total PaperPie operating expenses decreased $1.3 million, or 37.1%, to $2.2 million during the three-month period ended August 31, 2025, when compared to $3.5 million reported in the same quarter a year ago. Operating and selling expenses decreased $0.6 million, or 50.0%, to $0.6 million during the three-month period ended August 31, 2025, when compared to $1.2 million reported in the same quarter a year ago. These decreased expenses were due to a $0.3 million decrease in shipping costs associated with the decrease in volume of orders shipped, and a decrease of $0.3 million in accruals for Brand Partner incentive trip expenses as the Division expects less trip earners this year. Sales commissions decreased $0.6 million, or 33.3%, to $1.2 million during the three-month period ended August 31, 2025, when compared to $1.8 million reported in the same quarter a year ago, due primarily to the decrease in net revenues. General and administrative expenses decreased $0.1 million, or 20.0%, to $0.4 million during the three months ended August 31, 2025, when compared to $0.5 million during the same period a year ago. This decrease was due to a $0.1 million decrease in credit card transaction fees associated with decreased sales volumes coupled with a decrease in Home Office challenge awards used to incentivize selling more products each quarter.
Operating loss for the PaperPie segment decreased $0.5 million, to $14,700 during the three months ended August 31, 2025, when compared to the loss of $0.5 million reported in the same quarter a year ago. Operating loss for the PaperPie division as a percentage of net revenues for the year ended August 31, 2025 was (0.4)%, compared to (8.7)% for the year ended August 31, 2024, a decrease of 8.3%. Operating loss as a percentage of net revenues changed from the prior year primarily due to the decrease in net revenues due primarily to the reduced number of active brand partners and higher discounts offered to spur sales, offset by a decrease in operating expenses as shown above.
PaperPie Operating Results for the Six Months Ended August 31, 2025
PaperPie net revenues decreased $4.5 million, or 31.5%, to $9.8 million during the six-month period ended August 31, 2025, compared to $14.3 million from the same period a year ago. The average number of active brand partners in the six-month period ended August 31, 2025, was 6,800, a decrease of 6,900, or 50.4%, from 13,700 selling in same period a year ago. Recruiting and maintaining brand partners has been negatively impacted by several factors including record inflation, our distribution agreement with Usborne and the rebranding of the division in the fourth quarter of fiscal year 2023. Inflation was most evident in increased food and fuel prices, which impacts the disposable income of our target customer base, which is families with small children. Sales during the first and second quarters of fiscal year 2025 continued to be negatively impacted by continuing inflationary pressures and we expect this to continue through the rest of fiscal year 2026, as these pressures persist. Historically, when we have experienced these difficult inflationary times, our active brand partner numbers have been positively impacted as more families look for non-traditional income streams to offset rising costs of living.
Recent sales levels have also been impacted by the lack of new titles being introduced and certain out of stock items, due to purchasing restrictions placed on us from our lender. We expect to place reorders and purchase new titles following the sale of Hilti Complex and the payoff of the loans with our bank. Returning to our past practice of introducing new titles, along with additional enhancements to our PaperPie e-commerce and “backoffice” systems, are expected to create existing Brand Partner excitement and increase our number of new recruits in this division.
Gross margin decreased $3.0 million, or 34.1%, to $5.8 million during the six-month period ended August 31, 2025, when compared to $8.8 million during the same period a year ago, due primarily to a decrease in net revenues. Gross margin as a percentage of net revenues decreased to 58.8% for the six-month period ended August 31, 2025, when compared to 61.5% for the same period a year ago. The decrease in gross margin as a percentage of net revenues was primarily attributed to increased recruiting promotions offered to increase brand partner levels and additional discounts offered to customers between the periods to spur sales, as well as increased cost of goods from the tariffs implemented by the current administration on our SmartLab Toys product line.
Total operating expenses decreased $3.2 million, or 37.6%, to $5.3 million during the six-month period ended August 31, 2025, from $8.5 million for the same period a year ago. Operating and selling expenses decreased $1.4 million, or 51.9%, to $1.3 million during the six-month period ended August 31, 2025, when compared to $2.7 million reported in the same period a year ago. This decrease relates primarily to a decrease in shipping costs associated with the decrease in volume of orders shipped, totalling approximately $0.9 million; a $0.4 million decrease in brand partner incentive trip expenses as fewer brand partners are expected to earn the trip this year; and a $0.1 million decrease in various other operating and selling expenses. Sales commissions decreased $1.7 million, or 34.7%, to $3.2 million during the six-month period ended August 31, 2025, when compared to $4.9 million reported in the same period a year ago, primarily due to the decrease in net revenues. General and administrative expenses decreased $0.2 million, or 20.0%, to $0.8 million, from $1.0 million recognized during the same period last year, due primarily to decreased credit card transaction fees associated with decreased sales volumes totalling $0.1 million and a $0.1 million decrease in other various general and administrative expenses.
Operating income of the PaperPie segment increased $0.1 million, or 33.3%, to $0.4 million during the six months ended August 31, 2025, when compared to $0.3 million reported in the same period last year. Operating income of the PaperPie division as a percentage of net revenues for the six months ended August 31, 2025 was 4.6%, compared to 2.1% for the six months ended August 31, 2024. Operating income for the PaperPie division increased primarily from reduced operating expenses
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Publishing Operating Results for the Three and Six Months Ended August 31, 2025
The following table summarizes the operating results of the Publishing segment:
| Three Months Ended August 31, |
Six Months Ended August 31, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net revenues | $ | 889,900 | $ | 1,068,900 | $ | 1,936,000 | $ | 2,162,000 | ||||||||
| Cost of goods sold | 363,600 | 422,400 | 863,600 | 870,000 | ||||||||||||
| Gross margin | 526,300 | 646,500 | 1,072,400 | 1,292,000 | ||||||||||||
| Total operating expenses | 320,600 | 391,300 | 658,900 | 805,200 | ||||||||||||
| Operating income | $ | 205,700 | $ | 255,200 | $ | 413,500 | $ | 486,800 | ||||||||
Publishing Operating Results for the Three Months Ended August 31, 2025
Our Publishing division’s net revenues decreased $0.2 million, or 18.2%, to $0.9 million during the three-month period ended August 31, 2025, from $1.1 million reported in the same period a year ago. The change in net revenues was primarily from additional discounts offered to retail customers in the second quarter of fiscal 2026 to spur sales.
Gross margin decreased $0.1 million, or 16.7%, to $0.5 million during the three-month period ended August 31, 2025, from $0.6 million reported in the same quarter a year ago, primarily due to the decrease in net revenues. Gross margin as a percentage of net revenues decreased to 59.1% during the three-month period ended August 31, 2025, from 60.5% reported in the same quarter a year ago. Gross margin as a percentage of net revenues changed primarily from additional discounts offered to retail customers in the second quarter of fiscal 2026 to spur sales.
Total operating expenses of the Publishing segment decreased $0.1 million, or 25.0%, to $0.3 million, from $0.4 million, during the three-month periods ended August 31, 2025 and 2024, respectively. This change was primarily due to a $0.1 million decrease in shipping costs associated with the decrease in volume of orders shipped.
Operating income decreased $0.1 million, or 33.3%, to $0.2 million, from $0.3 million, during the three-month periods ended August 31, 2025 and 2024, respectively. Operating income for the Publishing division as a percentage of net revenues for the year ended August 31, 2025 was 23.1%, compared to 23.9% for the year ended August 31, 2024, a decrease of 0.8%. The decrease in operating income was primarily associated with the decline in revenues associated with the increased discounts to spur sales.
Publishing Operating Results for the Six Months Ended August 31, 2025
Our Publishing division’s net revenues decreased by $0.3 million, or 13.6%, to $1.9 million during the six-month period ended August 31, 2025, from $2.2 million reported in the same period a year ago primarily due to the increased discounts offered to spur sales.
Gross margin decreased $0.2 million, or 15.4%, to $1.1 million during the six-month period ended August 31, 2025, from $1.3 million reported in the same period a year ago. Gross margin as a percentage of net revenues decreased to 55.4%, during the six-month period ended August 31, 2025, from 59.8% reported in the same period a year ago. Gross margin as a percentage of net revenues changed primarily from changes in the mix of products sold between EDC-owned brands and Usborne, with Kane Miller, SmartLab Toys and Learning Wrap-Ups products carrying a better margin on average and the increased discounts offered to customers during the current fiscal year.
Total operating expenses of the Publishing segment decreased $0.1 million, or 12.5%, to $0.7 million during the six-month period ended August 31, 2025, from $0.8 million reported in the same period a year ago. This change was due to a $0.1 million decrease in shipping costs associated with the decrease in volume of orders shipped.
Operating income of the Publishing segment decreased $0.1 million, or 20.0%, to $0.4 million during the six-month period ended August 31, 2025 when compared to $0.5 million reported in the same period a year ago, due primarily to the decrease in sales and operating expenses. The decrease in operating income was primarily associated with the decline in revenues associated with the discounts offered in the current fiscal year.
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Liquidity and Capital Resources
Prior to the last two fiscal years, which have been challenged with higher product discounting to spur sales and increased interest rates on borrowings, EDC has a history of profitability and positive cash flow. We typically fund our operations from the cash we generate. During periods of operating losses, EDC will reduce purchases and sell through excess inventory to generate cash flow. The Company expects to reduce current excess inventory levels and use the cash proceeds to offset any future operating losses until it returns to profitability. In addition, the Company intends to sell its owned real estate to pay off the revolving line of credit and term debts with our bank. Available cash has historically been used to pay down the outstanding bank loan balances, for capital expenditures, to pay dividends, and to acquire treasury stock.
During the first six months of fiscal year 2026, we experienced positive cash inflows from operations of $1,459,700. These cash inflows resulted from:
| ● | net loss of $2,369,900 |
Adjusted for:
| ● | depreciation and amortization expense of $729,700 | |
| ● | provision for inventory allowance of $72,000 | |
| ● | net loss on sale of assets of $57,000 | |
| ● | provision for credit losses of $24,000 |
Offset by:
| ● | deferred income taxes of $862,600 |
Positively impacted by:
| ● | decrease in inventories, net of $3,958,500 | |
| ● | decrease in accounts receivable of $333,400 | |
| ● | increase in income taxes payable of $233,100 | |
| ● | increase in deferred revenues of $55,200 | |
| ● | decrease in prepaid expenses and other assets of $8,600 |
Negatively impacted by:
| ● | decrease in accounts payable of $249,300 | |
| ● | decrease in accrued salaries and commissions, and other liabilities of $530,000 |
Cash used in investing activities was $263,900 for capital expenditures, consisting of $174,200 in software upgrades to our proprietary systems that our PaperPie Brand Partners use to monitor their business and place customer orders and $134,700 in building improvements currently in Assets Held for Sale, offset by $45,000 from the sale of machinery and equipment.
Cash used in financing activities was $900,000 to pay down existing term debt.
The Company continues to expect the cash generated from operations, specifically from the reduction of excess inventory, will provide us with the liquidity we need to support ongoing operations. Additionally, we expect to obtain short term financing from traditional or non-traditional lenders following the completion of the sale of the Hilti Complex and the payoff of its debts with our current lender. Cash generated from operations will be used to acquire new inventory and pay down any short-term borrowings.
The Company’s Credit Agreement with its lender expired on September 19, 2025, with the balances of our Term Loans and the Revolving Loan remain unpaid.
On September 30, 2025, the Company received a Reservation of Rights notice from its lender outlining that events of default have occurred and are continuing due to our failure to pay in full in cash the unpaid balance of the Term Loans and Revolving Loan before the maturity date. The Lender has not waived the specified defaults and reserves all of its rights, powers, privileges and remedies under the credit agreement, the UCC, and applicable law. Under the credit agreement, the lender has the right, among other remedies listed, to demand payment or repossess and liquidate the Company’s assets used as collateral for the loans. Under the terms of the credit agreement, an additional default interest rate of 2% is added to the existing interest rates defined in the credit agreement. The bank has taken no action other than to deliver the Reservation of Rights notice and the Company continues to work with its lender on ongoing operations. See Item 5. OTHER INFORMATION for further details.
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Risks and Uncertainties
In accordance with ASC 205-40, Going Concern, the Company has evaluated whether there are conditions and events considered in the aggregate that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.
The default status of our credit agreement, along with recurring operating losses and other items, raise substantial doubt over the Company’s ability to continue as a going concern. To address these concerns, the Company has taken steps in its plans to eliminate the bank borrowings by selling the Hilti Complex. The proceeds from the sale of the Hilti Complex are expected to pay off the Term Loans and Revolving Loan. Following the loan payoff, management plans to fund ongoing operations with limited borrowings through local banks or other financing sources. In addition, management’s plans include reducing inventory, which will generate free cash flows, and building the active PaperPie Brand Partners to pre-pandemic levels. Although there is no guarantee these plans will be successful, management believes these plans, if achieved, will alleviate the substantial doubt about continuing as a going concern and generate sufficient liquidity to meet our obligations as they become due over the next twelve months.
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 (“GAAP”). 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, provision for credit losses, 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 and in our audited financial statements as of and for the year ended February 28, 2025 included in our Form 10-K. However, we consider the following accounting policies to be more significantly dependent on the use of estimates and assumptions.
Share-Based Compensation
We account for share-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. For awards subject to service conditions, compensation expense is recognized over the vesting period on a straight-line basis. Awards subject to performance conditions are attributed separately for each vesting tranche of the award and are recognized rateably 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 issued, 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 under the 2019 Long-Term Incentive Plan (“2019 LTI Plan”) and 2022 Long-Term Incentive Plan (“2022 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 has 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 six months of fiscal year 2026, there was no share-based compensation expense associated with the shares, as all shares previously granted have been vested and all have been previously expensed.
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Revenue Recognition
Sales associated with product orders are recognized and recorded when products are shipped. Products are shipped FOB-Shipping Point. PaperPie’s sales are generally paid at the time the product is ordered. Sales which 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. Management uses a moving average calculation to estimate the allowance for sales returns. We are not responsible for a product damaged in transit. Damaged returns are primarily received from the retail customers of our Publishing division. This damage occurs in the stores, not in shipping to the stores, and we typically do not offer credit for damaged returns. It is an industry practice to accept non-damaged returns from retail customers. Management has estimated and included a reserve for sales returns of $0.2 million for August 31, 2025 and February 28, 2025, respectively.
Allowance for Credit Losses
We maintain an allowance for estimated losses resulting from the inability of our customers to make required payments and a reserve for vendor share markdowns, when applicable (collectively “credit losses”). An estimate of uncollectible amounts is made by management based upon historical bad debts, current customer receivable balances, age of customer receivable balances, customers’ financial conditions and current economic trends. Management has estimated and included an allowance for credit losses of $0.1 million for August 31, 2025 and February 28, 2025, respectively.
Inventory
Our inventory contains approximately 2,000 titles, each with different rates of sale depending upon the nature and popularity of the title. Almost all of our product line is saleable as the products are not topical in nature and remain current in content today as well as in the future. Most of our products are printed in China, Europe, Singapore, India, Malaysia, and Dubai typically resulting in a four- to eight-month lead-time to have a title printed and delivered to us.
Certain inventory is maintained in a non-current classification. Management continually estimates and calculates the amount of non-current 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 the minimum order requirements of our suppliers, as well as reduced sales volumes. Noncurrent inventory is estimated by management using an anticipated turnover ratio by title, based primarily on historical trends. Inventory in excess of 2½ years of anticipated sales is classified as noncurrent inventory. These inventory quantities have additional exposure for storage damages, aging of topical related content, and associated issues, and therefore have higher obsolescence reserves. Noncurrent inventory balances prior to valuation allowances were $17.8 million and $16.3 million at August 31, 2025 and February 28, 2025, respectively. Noncurrent inventory valuation allowances were $0.8 million at August 31, 2025 and $0.7 million at February 28, 2025.
Brand Partners that meet certain eligibility requirements may request and receive inventory on consignment. We believe allowing Brand Partners to have consignment inventory greatly increases their ability to be successful in making effective presentations at home shows, book fairs, and other events; in summary, having consignment inventory leads to additional sales opportunities. Approximately 18.5% of our active Brand Partners maintained consignment inventory at the end of the second quarter of fiscal year 2026. 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 cost of inventory on consignment with Brand Partners was $1.2 million and $1.3 million at August 31, 2025 and February 28, 2025, respectively.
Inventories are presented net of a valuation allowance, which includes reserves for inventory obsolescence and reserves for consigned inventory that is not expected to be sold or returned to the Company. Management estimates the inventory obsolescence allowance for both current and noncurrent inventory, which is based on management’s identification of slow-moving inventory. Management has estimated a valuation allowance for both current and noncurrent inventory, including the reserve for consigned inventory, of $1.3 million and $1.2 million at August 31, 2025 and February 28, 2025.
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We performed an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. This evaluation was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chairman of the Board (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 designed and were effective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is accumulated and communicated to them, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized, and reported in accordance with the time periods specified in SEC rules and forms. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events.
Changes in Internal Control over Financial Reporting
During the second quarter of the fiscal year covered by this report on Form 10-Q, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
We are not a party to any material legal proceedings.
Item 1A. RISK FACTORS
Not required by smaller reporting company.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
| 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 (1) | ||||||||||||
| June 1 - 30, 2025 | - | $ | - | - | 375,993 | |||||||||||
| July 1 - 31, 2025 | - | - | - | 375,993 | ||||||||||||
| August 1 - 31, 2025 | - | - | - | 375,993 | ||||||||||||
| Total | - | $ | - | - | ||||||||||||
| (1) | On February 4, 2019 the Board of Directors approved a new stock repurchase plan, replacing the former 2008 stock repurchase plan. The maximum number of shares which can be purchased under the new plan is 800,000. This plan has no expiration date. |
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. MINE SAFETY DISCLOSURES
Item 5. OTHER INFORMATION
On September 30, 2025, Educational Development Corporation (the “Company”) received a Notice of Default and Reservation of Rights Letter (the “Notice”) from BOKF, NA (the “Lender”) under the Company’s existing Credit Agreement (the “Credit Agreement”), dated as of August 9, 2022. The Notice indicated that an event of default had occurred and is continuing under the Credit Agreement (the “Existing Default”). See Exhibit 10.20 under Item 6 filed herewith.
Under the terms of the Notice, the lender has the right, among other remedies listed, to demand payment or repossess and liquidate the Company’s assets used as collateral for the loans. Additionally, under the terms of the credit agreement, there is an additional 2% default interest rate added to the existing borrowing rates defined in the Credit Agreement and Amendments. The bank has taken no action other than to deliver the Reservation of Rights notice, and the Company continues to work with its lender on ongoing operations. The total outstanding principal balance under the Credit Agreement is approximately $29,949,100 as of September 30, 2025.
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Item 6. EXHIBITS
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| * | Paper Filed |
| ** | Filed Herewith |
33
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| EDUCATIONAL DEVELOPMENT CORPORATION (Registrant) | ||
| Date: October 9, 2025 | By | /s/ Craig M. White |
| President, Chief Executive Officer, and Chairman of the Board (Principal Executive Officer) | ||
| Date: October 9, 2025 | By | /s/ Dan E. O’Keefe |
| Dan E. O’Keefe Chief Financial Officer and Corporate Secretary (Principal Financial and Accounting Officer) | ||
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Exhibit 10.20
RESERVATION OF RIGHTS NOTICE
September 30, 2025
Via E-Mail and Courier Mail
Educational Development Corporation 5402 South
122nd East Avenue
Tulsa, OK 74146 Attention:
Craig White
E-mail: craig.white@edcpub.com
| Re: | Notice of Default; Reservation of Rights |
Ladies & Gentlemen:
Reference is made to that certain Credit Agreement dated as of August 9, 2022 (as amended, supplemented, restated or otherwise modified prior to the date hereof, the “Credit Agreement”), between Educational Development Corporation, a Delaware corporation (“Borrower”), and BOKF, NA dba Bank of Oklahoma (together with its successors and assigns, the “Lender”). Capitalized terms used but not otherwise defined herein will have the meanings set forth in the Credit Agreement.
Notice is hereby given that the following Events of Default have occurred and are continuing under the Loan Documents (collectively, the “Specified Defaults”): (1) Borrower’s failure to pay in full in cash the unpaid balance of the Term Loans on or before the Term Loan Maturity Date, and (2) Borrower’s failure to pay in full in cash all of the Secured Obligations arising out of the Revolving Loans on or before the Revolving Loan Maturity Date.
The Lender hereby notifies the Borrower that the Specified Defaults remain unwaived and continuing.
This letter confirms that the Lender has not waived the Specified Defaults, and the Lender expressly reserves all of its rights, powers, privileges and remedies under the Loan Documents, the UCC, applicable law or otherwise with respect to any Default or Event of Default (including, without limitation, the Specified Defaults) now existing or hereafter arising under the Credit Agreement or any of the other Loan Documents, including without limitation: (i) the right to demand immediate full payment of all loans and obligations owing under the Credit Agreement and the other Loan Documents; (ii) the right to demand payment and/or performance of the Guarantors (if any) as a result of the existence of the Specified Defaults; (iii) the right to demand payment of the Obligations at the default rate of interest set forth in the applicable Loan Documents; and (iv) the right to repossess and/or take other action with respect to any or all collateral, including the liquidation thereof pursuant to the security interest granted under the Credit Agreement and any other Loan Document. Without limitation of any of the foregoing regarding the Specified Defaults, there may be other, additional Defaults or Events of Default presently existing under the Credit Agreement and/or the other Loan Documents, and the failure to enumerate any such additional Defaults or Events of Default in this letter shall not be deemed to constitute a waiver of any rights or remedies of the Lender with respect thereto or any waiver thereof. The failure of Lender to exercise any such rights, powers, privileges and remedies is not intended, and shall not be construed, to be a waiver of any such Default or Event of Default (including, without limitation, the Specified Defaults). The Lender may elect to exercise any or all of its rights, at its sole option, at any time hereafter, without the necessity of any further notice, demand or other action on the part of the Lender. As a result of the occurrence and existence of the Specified Defaults, the Lender has no obligation to make any additional advances (or to issue or renew any letter of credits) under the Credit Agreement or otherwise.
Services provided by BOKF, NA
Nothing in this letter shall be deemed to amend or modify any provision of the Credit Agreement or any other Loan Document. All documents evidencing the obligations and all security interests under the Credit Agreement and the other Loan Documents remain in full force and effect. In addition, nothing contained in this letter or any delay by the Lender in exercising any rights, powers, privileges and remedies under the Credit Agreement, any other Loan Document, or applicable law with respect to the Specified Defaults or any other Defaults or Events of Default now existing or hereafter arising under the Credit Agreement or any of the other Loan Documents shall be construed as a waiver or modification of such rights, powers, privileges and remedies or indicate agreement on the part of the Lender to forbear from exercising any of its rights or remedies (including, without limitation, with respect to the Specified Defaults), except to the extent (if any) otherwise hereafter expressly agreed upon by the Lender in a subsequent written instrument. Any exercise of the Lender’s rights and remedies are cumulative, and may be now or hereafter exercised and enforced separately and/or concurrently, at the sole discretion of the Lender.
This letter is sent to the Borrower as a courtesy and is not an admission that any written notice is otherwise due to Borrower, nor shall this letter be deemed to constitute an election of remedies or a waiver of the Lender’s right to exercise any prejudgment or self-help rights or remedies which may now or hereafter be available to the Lender. This letter shall not entitle Borrower or any other Loan Party to any other or further notice or demand.
The holding of any discussions between or among any or all of the Lender, the Borrower, and/or any other Loan Party regarding the administration of the Loan Documents or proposals regarding amendments to, or modifications or restructurings of the Credit Agreement or any Loan Document shall not constitute any waiver of any Default or Event of Default (including, without limitation, the Specified Defaults), or an agreement to forbear from the exercise of the Lender’s rights and remedies under the Credit Agreement, any other Loan Document, or applicable law, nor shall it be construed as an undertaking by the Lender to continue such discussions or to enter into any such amendments, modifications or restructurings.
The Lender does not and has not hereby made any promise or commitment to the Borrower or to any other Loan Party, neither express nor implied, and the Lender has no obligation, to: (i) extend, renew or otherwise modify the terms or conditions of any of the Credit Agreement or any other Loan Document; or (ii) extend any other financial or other accommodation to the Borrower or any other Loan Party.
| Very truly yours, | ||
| BOKF, NA DBA BANK OF OKLAHOMA | ||
| By: | /s/ Julie H. Chase | |
| Name: | Julie H. Chase | |
| Title: | Senior Vice President | |
Exhibit 31.1
CERTIFICATION
I, Craig M. White, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Educational Development Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: October 9, 2025
| /s/ Craig M. White | |
| President, Chief Executive Officer, and | |
| Chairman of the Board | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION
I, Dan E. O’Keefe, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Educational Development Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: October 9, 2025
| /s/ Dan E. O’Keefe | |
| Chief Financial Officer and Corporate Secretary | |
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
In connection with the quarterly report of Educational Development Corporation (the “Company”) on Form 10-Q for the period ended August 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: October 9, 2025 | By | /s/ Craig M. White |
| Craig M. White | ||
| President, Chief Executive Officer, and | ||
| Chairman of the Board | ||
| (Principal Executive Officer) |
| Date: October 9, 2025 | By | /s/ Dan E. O’Keefe |
| Dan E. O’Keefe | ||
| Chief Financial Officer and Corporate Secretary | ||
| (Principal Financial and Accounting Officer) |