UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28 , 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
.
Commission file number: 000-04957
EDUCATIONAL DEVELOPMENT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 73-0750007
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification No.)
5402 South 122nd East Avenue , Tulsa , Oklahoma 74146
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code ( 918 ) 622-4522
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $.20 par value EDUC NASDAQ
(Title of class) (Trading symbol) (Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.
Yes ☐
No ☒
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐
No ☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes ☒
No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒
No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company.
See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.
☐
If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.
☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes ☐
No ☒
The aggregate market value of the outstanding
shares of common stock held by non-affiliates of the registrant at the price at which the common stock was last sold on August 31, 2025
on the NASDAQ Stock Market, LLC was $ 9,597,100 .
As of May 14, 2026 there were 8,511,364 shares
of common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for fiscal year
2026 relating to our Annual Meeting of Shareholders to be held on July 8, 2026, are incorporated by reference into Part III of this Report
on Form 10-K.
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
3
PART I
Item 1.
Business
4
Item 1A.
Risk Factors
5
Item 1B.
Unresolved Staff Comments
5
Item 1C.
Cybersecurity
5
Item 2.
Properties
7
Item 3.
Legal Proceedings
7
Item 4.
Mine Safety Disclosures
7
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
8
Item 6.
[Reserved]
8
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
8
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
17
Item 8.
Financial Statements and Supplementary Data
17
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
17
Item 9A.
Controls and Procedures
17
Item 9B.
Other Information
18
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
18
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
19
Item 11.
Executive Compensation
19
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
19
Item 13.
Certain Relationships and Related Transactions, and Director Independence
19
Item 14.
Principal Accounting Fees and Services
19
PART IV
Item 15.
Exhibits and Financial Statement Schedules
20
Item 16.
Form 10-K Summary
22
PART I
FORWARD-LOOKING STATEMENTS
CAUTIONARY REMARKS REGARDING FORWARD LOOKING
STATEMENTS
The information discussed
in this Annual Report on Form 10-K 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 potential future tariffs,
●
legal matters,
●
reliance on information technology infrastructure,
●
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 this Annual Report on Form 10-K, 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 Annual Report on Form 10-K and speak only as of the date of this Annual Report on Form 10-K. 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 Annual Report on Form 10-K, the terms “ the Company, ”
“ EDC, ” “ we, ” “ our ” or “ us ” mean Educational Development
Corporation, a Delaware corporation, unless the context indicates otherwise.
3
Table of Contents
Item 1. BUSINESS
( a) General Description of Business
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. We are a corporation incorporated under the laws of the State of Delaware on August 23,
1965. Our fiscal year ends on February 28 (29).
Our Company vision statement
reflects “We believe that education is the catalyst for wonderment, kindness, and connection. Our vision is to empower the world
by sparking a child’s natural curiosity and lifelong love of learning through products and experiences that meet at the intersection
of education and play.”
Our Company mission statement
reflects “We are creating the story of tomorrow through people, products, and purpose.”
(b) Financial Information about Our Segments
We sell children’s books,
educational toys and games and other related products (collectively referred to as “products” or “books”) through
two business segments described below, which we refer to as “divisions” or “sales channels:”
●
Direct Sales Division (“PaperPie”) – This division sells our books and products through independent sales representatives (“Brand Partners”) direct to the customer. Our Brand Partners sell our products in various ways, including hosting home parties, through social media collaboration platforms on the internet, hosting book fairs with schools and public libraries and through other events. This division had approximately 4,300 active Brand Partners as of February 28, 2026.
●
Publishing Division (“EDC Publishing” or “Publishing”) – This is our trade division which markets our Kane Miller, SmartLab Toys, and Learning Wrap-Ups products through commissioned trade representatives who call on retail book, toy and specialty stores along with other retail outlets. This division also has in-house representatives marketing by telephone and email to other customers and potential customers. This division markets to approximately 4,000 retail outlets. In addition to exhibiting at national trade and regional bookselling shows, our products are featured in agency showrooms in AmericasMart Atlanta, Dallas Market Center, and Minneapolis Mart. In accordance with our distribution agreement with Usborne Publishing, the Company does not have the rights to distribute Usborne’s products to retail customers.
Percent of Net Revenues by Division
FY 2026
FY 2025
PaperPie
84 %
87 %
Publishing
16 %
13 %
Total net revenues
100 %
100 %
Additional financial information relating to the
Company’s reportable segments is included in Note 16, “Business Segments”, of the Notes to Financial Statements in Item
15, “Exhibits and Financial Statement Schedules,” which is included herein.
(c) Narrative Description of Business
Products
EDC’s current
catalog contains approximately 2,000 titles, with new additions added periodically across all lines of our products. Additionally, a
similar number of titles that do not have sufficient sales are identified as “out of print” and these titles are no
longer re-printed or included in future catalogs. The Company sells the remaining quantities of these out-of-print titles through
their normal sales channels at normal pricing and has not historically participated in the publishing industry’s
“remainder” market. Many of our products are interactive in nature, including our touchy-feely board books, activity
books and flashcards, adventure and search books, art books, sticker books, foreign language books, learning manipulatives and toys.
We also have a broad line of ‘internet-linked’ books which allow readers to expand their educational experience by
referring them to relevant non-Company websites. Our books also include science and math titles, as well as chapter books and
novels. Many of our Kane Miller books were originally published in other countries, in their native languages, and we translate them
to common American English and have exclusive rights to publish the titles in the United States. Certain Kane Miller agreements
include North American rights, and these titles are also sold into Canada. Our SmartLab Toys and Learning Wrap-Ups imprints are
product lines that are sold domestically and internationally, including the sale of foreign distribution rights to specific
customers.
4
Table of Contents
Seasonality
Sales for both divisions are
greatest during the fall due to the holiday season. Additionally, there is a seasonal increase in spring associated with our annual PaperPie
day as well as the Easter holiday season.
Competition
While we have the exclusive
rights to sell Kane Miller books, Learning Wrap-Ups, and SmartLab Toys and are the exclusive United States Multi-Level Marketing (“MLM”)
distributor of Usborne books, we face competition from other publishers selling on the internet and directly to our customer base. Our
PaperPie division competes in recruiting and retaining Brand Partners, who continuously receive opportunities to work for other direct
selling companies, as well as other non-traditional employment opportunities, especially in the gig marketplace that provides multiple
opportunities for part-time supplemental income. We also compete with other publishers in the school and library book-fair market, of
which Scholastic Corporation is the largest.
Our Publishing division faces
competition from U.S. and international publishing companies that sell online and through the same retail bookstores, toy stores, and
gift and novelty stores that offer a variety of non-book products.
Employees
As of February 28, 2026, 64
full-time employees worked at our Tulsa, OK, San Diego, CA, and Ogden, UT facilities. Of these employees, approximately 41% work in our
distribution warehouse in Tulsa, OK.
Company Reports
Pursuant to Section 13 or
15 of the Exchange Act, as soon as reasonably practicable after filing electronically or otherwise furnishing it to the Securities and
Exchange Commission (“SEC”), we make available, free of charge, on our website (www.edcpub.com) copies of our Annual Reports,
Quarterly Reports and Definitive Proxy Statements. Our website also includes an internet link to the federal SEC website that contains
additional public reports, including Current Reports on Form 8-K, amendments to those reports filed or furnished to the SEC and reports
of holdings of our securities filed by our officers and directors under Section 16 of the Exchange Act. These reports can also be provided
electronically, free of charge, upon request.
Item 1A. RISK FACTORS
We are a smaller reporting company and are not
required to provide this information.
Item 1B. UNRESOLVED STAFF COMMENTS
None
Item 1C. CYBERSECURITY
The Company has developed
and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical
systems and information. We designed and assessed our cybersecurity risk based on the Payment Card Industry Data Security Standard (PCI
DSS). This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use these frameworks
as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
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Table of Contents
Our cybersecurity risk management
program is integrated into our overall enterprise risk management program and shares common methodologies, reporting channels, and governance
processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk
areas. Our cybersecurity risk management program includes:
●
Risk assessments that are designed to help identify material cybersecurity risks to our critical systems and information.
●
A security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents.
●
The use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls.
●
Cybersecurity awareness training of our employees, including our incident response personnel.
●
A cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents.
We have not identified risks
from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected the Company,
including our operations, business strategy, results of operations, or financial condition. We face risks from cybersecurity threats that,
if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial
condition.
Cybersecurity Governance
Our Board considers cybersecurity
risk as part of its risk oversight function and has delegated oversight of cybersecurity and other information technology risks to the
Company’s Chief Executive Officer and Chief Financial Officer , who oversee management’s implementation of our cybersecurity
risk management program and incident response plans.
Our management team and incident
response team have overall responsibility for assessing and managing our material risks from cybersecurity threats. The team has primary
responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our
retained external cybersecurity consultants that conduct vulnerability scans on a quarterly basis per PCI DSS standards. While cyber-attacks
are common threats to all businesses, the Company did not experience a material cyber security incident in either fiscal year 2026 or
2025.
Our management team is informed
about and monitors the prevention, detection, mitigation, and remediation of key cybersecurity risks and incidents through various means.
This may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public,
or private sources, including external consultants engaged by us, and alerts and reports produced by security tools deployed in the information
technology environment.
6
Table of Contents
Item 2. PROPERTIES
Our headquarters office and
distribution warehouse are located at 5402 South 122nd East Ave, Tulsa, Oklahoma. The Company leases approximately 109,700 square feet
of office and warehouse space in a 402,000 square foot complex (“Hilti Complex”), which the Company owned until October 27,
2025. Substantially all customer orders are fulfilled from our 85,000 square foot warehouse, in Tulsa, Oklahoma, using multiple flow-rack
systems, referred to as “lines,” to expedite order completion, packaging, and shipment.
During the third quarter of
fiscal 2024, the Company listed for sale/leaseback our headquarters office and warehouse property. The listing of the property for sale
resulted in a reclassification of the owned property as “Assets Held for Sale” in the Company’s financial statements.
On October 27, 2025, the Company
completed the sale of the Hilti Complex to 10Mark 10K Industrial, LLC. The agreed upon sale price of the Hilti Complex per the executed
Contract totaled $32,200,000. The net proceeds, less the carrying value of the assets held for sale, resulted in a gain on sale of $12,243,700.
Following the sale of the Hilti Complex, 17 acres of excess land with a cost basis of $850,000, was reclassified from Assets held for
Sale to land as it no longer listed for sale. The proceeds from the sale were utilized to pay off the Term Loans and Revolving Loan outstanding
in the Credit Agreement with the Company’s Bank. At closing, EDC assigned the existing third-party tenant leases to the Buyer and
executed a separate Triple-Net Lease (the “Lease”) for its occupied space in the Hilti Complex.
In addition, we also lease
additional warehouse space in Tulsa, Oklahoma and Joplin, Missouri as needed for overflow inventory, an office space in San Diego, California
that is used by our Kane Miller employees and office space in Ogden, Utah for our Learning Wrap-Ups employees. We believe that our operating
facilities meet both present and future capacity needs.
Item 3. LEGAL PROCEEDINGS
We are not a party to any material pending legal
proceedings.
Item 4. MINE SAFETY DISCLOSURES
None
7
Table of Contents
PART II
Item 5. MARKET FOR REGISTRANT’S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The common stock of EDC is
traded on NASDAQ (symbol “EDUC”). The number of shareholders of record of EDC’s common stock as of May 14, 2026, was
435.
For information regarding
our compensation plans see Note 13 of the notes to the financial statements and our definitive Proxy Statement to be filed in connection
with the Annual Meeting of Shareholders to be held on July 8, 2026, as outlined in Part III, Item 12 in this Annual Report.
Issuer Purchases of Equity Securities
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)
December 1 - 31, 2025
-
$ -
-
288,156
January 1 - 31, 2026
-
-
-
288,156
February 1 - 28, 2026
-
-
-
288,156
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 may be purchased under the new plan is 800,000. This plan has no expiration date.
Item 6. [RESERVED]
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management ’ s
Discussion and Analysis of Financial Condition and Results of Operations contain a discussion of our business, including a general overview
of our segments, our results of operations, our liquidity and capital resources, and our quantitative and qualitative disclosures about
market risk.
The following discussion
contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements
are dependent upon events, risks and uncertainties that may be outside of our control. Our actual results could differ materially from
those discussed in these forward-looking statements. See “ Cautionary Remarks Regarding Forward Looking Statements ”
in the front of this Annual Report on Form 10-K.
Management Summary
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 2025 and fiscal
2026, the Company did not meet the minimum purchase volumes. 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.
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Table of Contents
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.
PaperPie Division
Our PaperPie division uses
a multi-level direct selling organizational structure to market our products using independent sales representatives (“Brand Partners”)
located throughout the United States. The customer base of PaperPie consists of individual purchasers, as well as schools and public libraries.
Revenues are primarily generated through book showings in individual homes, on social media collaboration platforms, through book fairs
with school and public libraries, and other in-person events.
An important factor in the
growth of the PaperPie division is the addition of new Brand Partners and the retention of existing Brand Partners. Active Brand Partners
(defined as those with sales during the past six months) are primarily responsible for recruiting new Brand Partners. PaperPie entices
new recruits by providing joining incentives to new Brand Partners, including discounted products and cash bonus awards based on exceeding
certain sales criteria. In addition, our PaperPie division provides our Brand Partners with an extensive operational handbook, valuable
training, and an individual website they can customize and use to generate sales. The Company also provides a “back-office”
operations platform that allows Brand Partners to track their individual and team business results.
Brand Partners
FY 2026
FY 2025
New Brand Partners Added During Fiscal Year
2,700
7,800
Active Brand Partners at End of Fiscal Year
4,300
7,800
Our PaperPie division’s
multi-level marketing organizational structure currently has eight levels of sales representatives, collectively known as Brand Partners:
●
Brand Partners
●
Team Leaders
●
Advanced Leaders
●
Senior Leaders
●
Executive Leaders
●
Senior Executive Leaders
●
Directors
●
Senior Directors
Upon signing up, sales representatives
begin as “Brand Partners.” Brand Partners receive “weekly commissions” from each sale they make; the commission
rate they receive on each sale is determined by the “order type” assigned to the sale. In addition, Brand Partners receive
a monthly sales bonus once their total sales reach an established monthly goal, as well as other awards (called “Level Perks”)
for meeting other individual sales and recruiting goals for the month. Brand Partners who recruit a specified number of other Brand Partners
into their downline become “Team Leaders.” These downline recruits are known as their “Central Group.” Upon reaching
this Team Leader level, Brand Partners become eligible to receive “monthly override payments” which are calculated on sales
made by their Central Group and downlines up to two levels below their Central Group. Team Leaders that recruit and promote other Team
Leaders and meet other established criteria are eligible to become “Advanced Leaders.”
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Table of Contents
Once Advanced Leaders promote
a second level Brand Partner, add additional recruits, and meet other established criteria, they become “Senior Leaders,”
“Executive Leaders,” “Senior Executive Leaders,” “Directors” or “Senior Directors.” One-time
cash bonus payments are awarded at each promotion level above Brand Partner with increasing award amounts at each promotion level. Executive
Leaders and higher receive an additional monthly override payment based upon the sales of their executive group. Directors and higher
receive an additional bonus payment if they promote a Team Leader from their Central Group. The maximum override payment a leader can
receive is calculated on the sales of their Central Group and three levels below.
During fiscal year 2026, internet
sales continued to be the largest sales channel within our PaperPie division. The use of social media and party plan platforms, such as
those available on Facebook, continue to be popular sales tools. These platforms allow Brand Partners to “present” and customers
to “attend” online purchasing events from any geographical location.
Customers’ internet
orders are primarily received via the Brand Partner’s customized website, which is hosted by the Company. Brand Partners contact
hosts or hostesses (collectively “hostess”) who then provide a list of contacts to invite to an online party. During the online
party, the Brand Partner answers attendees’ questions and provides product recommendations. These attendees then select desired
products and place orders via the Brand Partner’s customized website. Internet orders are processed through a standard online “shopping
cart checkout” and the Brand Partner receives sales credit and commission on the transaction. All internet orders are shipped directly
to the end customer. The hostess earns discounted products based on the total sales from the attendees at the online party. Brand Partners
use the list of contacts provided by the hostess as additional contacts for future hostess and recruiting opportunities.
In-person parties also occur
when Brand Partners contact hostesses to hold book shows in their homes. The Brand Partner assists the hostess in setting up the details
for the show, makes a presentation at the show, and takes orders for the products. The hostess earns discounted products based on the
total sales at the party, including internet orders for those customers who can only attend via online access. These orders are typically
shipped to the hostess, who then distributes the products to the end customer. Customer specials are also available when customers, or
their party, order above a specified amount. As with online parties, home shows often provide an excellent opportunity to recruit new
Brand Partners.
PaperPie net revenues also
include sales to schools and libraries through PaperPie Learning. PaperPie Learning is a separate program for eligible Brand Partners
which requires certain qualifications and the completion of additional training requirements. The PaperPie Learning program includes book
fairs which are held within an organization as the sponsor. The Brand Partner provides promotional materials to introduce our products
to parents, who then turn in their orders at a designated time. The book fair program generates discounted products for the sponsoring
organization.
PaperPie also generates revenues
through various fundraiser programs directed toward schools and community organizations. Reach for the Stars is a pledge-based
reading incentive program that provides cash and products to the sponsoring organization, and products for the participating children.
An additional fundraising program, Gathered Goods (2026) , which replaced Cards for a Cause (2025) offers Brand Partners
the opportunity to help members of the community by sharing proceeds from the sale of specific items. Organizations do this by selling
a variety package of educational items and donating a portion of the proceeds to help support their related causes.
Publishing Division
Our Publishing division operates
in a market that is highly fragmented, with many types of retail companies engaged in selling children’s books and toys. The Publishing
division’s customer base includes national book chains, regional and local bookstores, toy and gift stores, school supply stores,
and museums. To reach these markets, the Publishing division utilizes a combination of commissioned sales representatives, as well as
an in-house sales group located at our headquarters.
The table below shows the percentage
of net revenues from our Publishing division based on market type:
Publishing Division Net Revenues by Market Type
FY 2026
FY 2025
National chain bookstores
11 %
11 %
All other
89 %
89 %
Total net revenues
100 %
100 %
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Publishing uses a variety
of methods to attract potential new customers and maintain current customers. Our employees attend many of the national trade shows held
by the book and toy selling industry each year, allowing us to contact potential buyers who may be unfamiliar with our products. Our marketing
strategy targets toy and specialty stores, in addition to bookstores and museum gift shops, through print media advertising in trade publications.
In some instances, our products are featured in promotions and catalogs by participation in co-ops with national chain retailers.
Publishing’s sales representatives
actively target the smaller independent bookstore and gift shop customers. This market has seen continued growth due to a resurgence in
the opening of local bookstores, toy stores, and specialty stores across the U.S., coupled with the efforts of both our in-house and outside
sales representatives to increase sales to local and independent businesses. References to our online Publishing catalog are mailed out
to approximately 3,500 customers and potential customers on a yearly basis. See Publishing Operating Results for discussion of our updated
distribution agreement with Usborne.
Result of Operations
The following table shows
our statements of operations data:
Twelve Months Ended
February 28,
2026
2025
Product revenues, net of discounts and allowances
$ 21,814,500
$ 32,547,700
Transportation revenue
1,099,100
1,643,300
Net revenues
22,913,600
34,191,000
Cost of goods sold
9,309,300
13,163,300
Gross margin
13,604,300
21,027,700
Operating expenses
Operating and selling
3,462,400
5,751,600
Sales commissions
6,399,200
10,096,600
General and administrative
10,928,100
11,955,100
Total operating expenses
20,789,700
27,803,300
Interest expense
1,478,900
2,188,400
Other income
(14,011,100 )
(2,109,000 )
Earnings (loss) before income taxes
5,346,800
(6,855,000 )
Income tax expense (benefit)
3,021,600
(1,591,400 )
Net earnings (loss)
$ 2,325,200
$ (5,263,600 )
See the detailed discussion
of net revenues, gross margin and operating expenses by reportable segment below:
Non-Segment Operating Results
Total operating expenses
not associated with a reporting segment were $8.9 million for the fiscal year ended February 28, 2026, compared to $9.9 million for the
same period a year ago. Operating expenses decreased primarily because of a $0.6 million decrease in labor expense within our warehouse
operations due to lower number of orders, a decrease of $0.3 million in depreciation due to Lines 1, 2 & 3 moved to ‘Assets
Held for Sale” in Fiscal 25, as well as a $0.1 million in other various operating expenses.
Interest expense decreased
$0.7 million, to $1.5 million for fiscal year ended February 28, 2026, compared to $2.2 million reported for fiscal year ended February
28, 2025 due to the Company selling the Hilti Complex at the end of October 2025 and paying in full all outstanding indebtedness and terminating
all commitments and obligations under its Credit Agreement dated August 9, 2022 between the Company and its Lender.
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Other income increased
$11.9 million, to $14.0 million for fiscal year ended February 28, 2026, compared to $2.1 million reported for fiscal year ended February
28, 2025, resulting from the gain of $12.4 million from the sale of the Hilti Complex, offset by a $0.5 million decrease in rental income
from existing tenant leases that were assigned to the buyer with the sale of the Hilti Complex.
Income taxes increased
$4.6 million, to a tax expense of $3.0 million for the fiscal year ended February 28, 2026, from a tax benefit of $1.6 million for the
same period a year ago, resulting primarily from an increase in other income as result of the sale of the Hilti Complex and a valuation
allowance adjustment of $1.5 million in the fourth quarter of fiscal 2026 offsetting the Company’s net deferred tax asset position.
This increase was primarily related to the increase in taxable income for the current fiscal year compared to the prior fiscal year. The
effective tax rate increased by 33.3%, to 56.5% for fiscal year ending February 28, 2026, as compared to 23.2% for fiscal year ended February
28, 2025, primarily due to the valuation adjustment, the sales mix fluctuations between states, and the credits eligible for research
and development expenses. Our tax rates are higher than the federal statutory rate of 21% due to the one-time valuation adjustment and
inclusion of state income and franchise taxes.
PaperPie Operating Results
The following table summarizes
the operating results of the PaperPie segment for the twelve months ended February 28:
Twelve Months Ended
February 28,
2026
2025
Net revenues
$ 19,344,700
$ 29,850,300
Cost of goods sold
7,763,100
11,406,000
Gross margin
11,581,600
18,444,300
Operating expenses
Operating and selling
2,598,700
4,575,400
Sales commissions
6,305,500
9,998,800
General and administrative
1,733,100
1,919,300
Total operating expenses
10,637,300
16,493,500
Operating income
$ 944,300
$ 1,950,800
Average number of active Brand Partners
5,800
12,300
PaperPie net revenues decreased
$10.6 million, or 35.5%, to $19.3 million for the fiscal year ended February 28, 2026, when compared with net revenues of $29.9 million
reported for the fiscal year ended February 28, 2025. The average number of active Brand Partners in fiscal year 2026 was 5,800, a decrease
of 6,500, or 52.8%, from 12,300 in fiscal year 2025. The Company reports the average number of active Brand Partners as a key indicator
for this division. Recruiting and maintaining Brand Partners has been negatively impacted by several factors including inflation, our
distribution agreement with Usborne whereby Usborne actively sells their products through discounted retailers in the U.S. market, and
the rebranding of the division in the fourth quarter of fiscal year 2023. Inflation was most evident in the increase of food and fuel
prices, both impacting the disposable income of our target customer base, which is families with small children. Sales during fiscal 2026
continued to be negatively impacted by continuing inflationary pressures and we expect this to continue into the next fiscal year, 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 in the first three quarters of this fiscal year. We have begun a conservative plan to place reorders and purchase new titles
since the sale of the Hilti Complex, the payoff of the revolver and term loans with our bank and subsequent removal of purchasing restrictions.
The Company is now returning to our past practice of introducing new titles, along with additional enhancements to our PaperPie e-commerce
and “Backoffice” systems that are expected to create existing Brand Partner excitement and should increase our number of new
recruits in this division.
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PaperPie gross
margin decreased $6.8 million, or 37.0%, to $11.6 million for the fiscal year ended February 28, 2026, from $18.4 million reported for
fiscal year ended February 28, 2025. Gross margin as a percentage of net revenues decreased 1.9% to 59.9% for fiscal year 2026 when compared
to 61.8% for fiscal year 2025. 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 PaperPie operating expenses
decreased $5.9 million, or 35.8%, to $10.6 million during the fiscal year ended February 28, 2026, when compared with $16.5 million reported
for the fiscal year ended February 28, 2025. Operating and selling expenses decreased $2.0 million, to $2.6 million for the fiscal year
ended February 28, 2026, from $4.6 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, totaling approximately $1.4 million, as well as a $0.6 million decrease
in brand partner incentive trip and meeting expenses as fewer brand partners participated in various meetings and earn the trip this year.
Sales commissions decreased $3.7 million to $6.3 million during the fiscal year ended February 28, 2026, when compared to $10.0 million
reported in the same period a year ago, primarily due to the decrease in net revenues, which resulted in a decrease of commissions of
$3.6 million, as well as a decrease in sales bonuses of $0.1 million. General and administrative expenses decreased $0.2 million, to $1.7
million during the fiscal year ended February 28, 2026, when compared with $1.9 million reported for the fiscal year ended February 28,
2025, due primarily to $0.3 million of decreased credit card transaction fees associated with decreased sales volumes offset by a $0.1
million increase in other various general and administrative expenses.
Operating income of our PaperPie
division decreased $1.1 million, or 55.0%, to $0.9 million for the fiscal year ended February 28, 2026, as compared to $2.0 million reported
for fiscal year ended February 28, 2025. Operating income for the PaperPie division as a percentage of net revenues for the year ended
February 28, 2026 was 4.9%, compared to 6.5% for the year ended February 28, 2025, a decrease of 1.6%. Operating income as a percentage
of net revenues changed from the prior year primarily due to the decrease in net revenues from the reduced number of active brand partners
in addition to higher discounts offered to spur sales, which were both offset by the decrease in operating expenses.
Publishing Operating Results
The following table summarizes
the operating results of the Publishing segment for the twelve months ended February 28:
Twelve Months Ended
February 28,
2026
2025
Net revenues
$ 3,568,900
$ 4,340,700
Cost of goods sold
1,546,200
1,757,300
Gross margin
2,022,700
2,583,400
Total operating expenses
1,274,900
1,428,000
Operating income
$ 747,800
$ 1,155,400
Our Publishing division’s
net revenues decreased $0.7 million, or 16.3%, to $3.6 million for fiscal year ended February 28, 2026 from $4.3 million reported for
fiscal year ended February 28, 2025. The change in net revenues was directly associated with the decrease in overall sales volume offset
by a slight decrease in discounts.
Gross margin decreased $0.6
million, or 23.1%, to $2.0 million for fiscal year ended February 28, 2026, from $2.6 million reported for fiscal year ended February
28, 2025. Gross margin as a percentage of net revenues decreased 2.8%, to 56.7% for fiscal year 2026, compared to 59.5% reported in the
same period a year ago mainly due to product mix change and from the increase in cost of goods due to the additional tariffs implemented
by the current administration on our SmartLab Toys product line.
Total operating expenses of
the Publishing segment decreased $0.1 million, or 7.1%, to $1.3 million for fiscal year ended February 28, 2026, from $1.4 million reported
for fiscal year ended February 28, 2025. The decrease in operating expenses resulted from the decrease in freight expense of $0.1 million
associated with lower sales.
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Operating income decreased
$0.5 million, or 41.7%, to $0.7 million for fiscal year ended February 28, 2026, from $1.2 million for fiscal year ended February 28,
2025. The decrease in operating income was primarily associated with the decline in net revenues associated with the decrease in gross
sales in addition to the increase in cost of goods due to the additional tariffs implemented by the current administration on our SmartLab
Toys product line.
Liquidity and Capital Resources
During the past two years
we have offered higher product discounts to spur sales and experienced increased interest rates on borrowings due to restrictions imposed
by our lender. Prior to this period EDC had 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 sold the real estate it owned, the Hilti Complex, and paid 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 fiscal year 2026, we
experienced positive cash flows from operations of $2,005,300. These cash flows resulted from:
●
net gain of $2,325,200
Adjusted for:
●
depreciation and amortization expense of $1,391,700
●
Deferred income taxes of $2,536,100
●
impairment on assets held for sale of $287,100
●
provision for inventory allowance of $144,000
●
provision for credit losses of $36,000
Offset by:
●
net gain on sale of assets of $12,190,900
Positively impacted by:
●
decrease in inventories, net of $6,884,200
●
decrease in accounts receivable of $1,228,700
●
Increase in income taxes payable of $685,900
●
decrease in prepaid expenses and other assets of $297,800
Negatively impacted by:
●
decrease in accrued salaries and commissions, and other liabilities of $1,288,200
●
decrease in deferred revenues of $171,300
●
decrease in accounts payable of $161,000
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Cash provided by investing
activities totaled $29,389,800, consisting of $29,932,600 in proceeds from the sale of the Hilti Complex, along with a few other assets,
offset by $378,200 in software upgrades to our proprietary systems that our PaperPie Brand Partners use to monitor their business and
place customer orders and $164,600 in building improvements in Assets Held for Sale.
Cash used in financing activities
was $31,031,200, consisting of $26,715,400 to pay down existing term debt, $4,198,100 to pay down existing line of credit, $137,900 paid
to acquire treasury stock, offset by cash received of $20,200 from the sale of treasury stock.
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, subsequent to the fiscal year end, we obtained a $2,000,000 line of credit from a new lender
to fund any short-term cash flow needs. Cash generated from operations will be used to acquire new inventory and pay down any short-term
borrowings we expect to obtain.
Contractual Obligations
We are a smaller reporting company and are not
required to provide this information.
Off-Balance Sheet Arrangements
As of February 28, 2026, we
had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial
condition, results of operations, liquidity, capital expenditures or capital resources.
Seasonality
The Company experiences increased
sales in the Fall season along with increased sales during the Annual PaperPie Day sale annually on 3/14 as well as the Easter holiday
season. Historically, we have experienced an increase in inventory during the Summer in anticipation for the Fall increase in sales.
Critical Accounting Policies
Our discussion and analysis
of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets
and liabilities. On an on-going basis, we evaluate our estimates, including those related to our valuation of inventory, 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. However, we consider the following accounting policies to be significantly more dependent
on the use of estimates and assumptions.
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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, a warehouse space in Joplin, Missouri and three leases for office and warehouse space locally in Tulsa, Oklahoma,
all of which qualify as operating leases under ASC 842. Our lessor arrangements include one rental agreement for warehouse and office
space in Tulsa, Oklahoma, and qualify as operating leases under ASC 842.
We recognize an operating
lease liability 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 operating lease liabilities. Payments in excess of twelve months are classified as long-term operating lease liabilities. We
also recognize an operating lease right-of-use asset on the balance sheets, valued at the lease liability and adjusted for prepaid or
accrued rent balances existing at the time of initial recognition. The operating lease liability and right-of-use assets are reduced over
the term of the lease as payments are made and the assets are used.
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. The Company also considered the renewal options for the operating lease at the
Hilti Complex and is not reasonably certain to exercise the renewal options. 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.
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 product getting 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 the fiscal years ended February 28, 2026 and February 28, 2025.
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.
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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 sales. 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 $21.1 million and $16.3 million at February 28, 2026 and February 28, 2025, respectively. Noncurrent inventory valuation allowances
were $0.8 million at February 28, 2026 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 21.6% of our active Brand Partners maintained consignment
inventory at the end 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 $1.1 million
and $1.3 million at February 28, 2026 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 $1.2 million at both February 28, 2026 and February
28, 2025.
New Accounting Pronouncements
See the New Accounting Pronouncements
section of Note 1 to our financial statements, included in Part IV, Item 15 of this report, for further details of recent accounting pronouncements.
Item 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting
company and are not required to provide this information.
Item 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
The information required by
Item 8 begins at page 24.
Item 9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
An evaluation was performed
of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to the Securities Exchange Act of
1934 (the “Exchange Act”) Rule 13a-15(a) as of February 28, 2026. 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).
17
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Based on that evaluation,
these officers concluded that our disclosure controls and procedures 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 the
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 fiscal year covered by this report on
Form 10-K, 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.
Management ’ s Report on Internal
Control Over Financial Reporting
The Company’s management
is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13(a)
through 15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer
and our Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting based on the framework
set forth in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”). All internal control systems, no matter how well they are designed, have inherent limitations.
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation
and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on our evaluation
under the 2013 COSO Framework and applicable SEC rules, our management concluded that our internal control over financial reporting was
effective as of February 28, 2026.
This annual report does not
include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s
report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide
only management’s report in this annual report.
Item 9B. OTHER INFORMATION
None .
Item 9C. DISCLOSURE REGARDING
FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
18
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PART III
Item 10. DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE
(a) Identification of Directors
The information required by
this Item 10 is furnished by incorporation by reference to the information under the caption “Election of Directors” in our
definitive Proxy Statement to be filed in connection with the Annual Meeting of Shareholders to be held on July 8, 2026.
(b) Identification of Executive
Officers
The information required by
this Item 10 is furnished by incorporation by reference to the information under the caption “Executive Officers of the Registrant”
in our definitive Proxy Statement to be filed in connection with the Annual Meeting of Shareholders to be held on July 8, 2026.
(c) Compliance with Section 16 (a) of the Exchange
Act
The information required by
this Item 10 is furnished by incorporation by reference to the information under the caption “Section 16 (a) Beneficial Ownership
Reporting Compliance” in our definitive Proxy Statement to be filed in connection with the Annual Meeting of Shareholders to be
held on July 8, 2026.
Item 11. EXECUTIVE COMPENSATION
The information required by
this Item 11 is furnished by incorporation by reference to the information under the caption “Executive Compensation” in our
definitive Proxy Statement to be filed in connection with the Annual Meeting of Shareholders to be held on July 8, 2026.
Item 12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by
this Item 12 is furnished by incorporation by reference to the information under the captions “Security Ownership of Certain Beneficial
Owners and Management” and “Compensation Plans” in our definitive Proxy Statement to be filed in connection with the
Annual Meeting of Shareholders to be held on July 8, 2026.
Item 13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
None.
Item 14. PRINCIPAL ACCOUNTING
FEES AND SERVICES
The information required by
this Item 14 is furnished by incorporation by reference to the information under the caption “Independent Registered Public Accountants”
in our definitive Proxy Statement to be filed in connection with the Annual Meeting of Shareholders to be held on July 8, 2026.
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PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of
this report:
1. Financial Statements
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 483 ) 24
Balance Sheets as of February 28, 2026 and February 28, 2025 25
Statements of Operations for the Years ended February 28, 2026 and February 28, 2025 26
Statements of Comprehensive Income (Loss) for the Years ended February 28, 2026 and February 28, 2025 27
Statements of Shareholders’ Equity for the Years ended February 28, 2026 and February 28, 2025 28
Statements of Cash Flows for the Years ended February 28, 2026 and February 28, 2025 29
Notes to Financial Statements 30-47
Schedules have been omitted as such information
is either not required or is included in the financial statements.
2. Exhibits
*3.1
Restated Certificate of Incorporation dated April 26, 1968, and Certificate of Amendment thereto dated June 21, 1968 are incorporated herein by reference to Exhibit 1 to Registration Statement on Form 10-K (File No. 0-04957).
*3.2
Certificate of Amendment of Restated Certificate of Incorporation dated August 27, 1977 is incorporated herein by reference to Exhibit 20.1 to Form 10-K for fiscal year ended February 28, 1981 (File No. 0-04957).
*3.3
By-Laws, as amended, are incorporated herein by reference to Exhibit 20.2. to Form 10-K for fiscal year ended February 28, 1981 (File No. 0-04957).
*3.4
Certificate of Amendment of Restated Certificate of Incorporation dated November 17, 1986 is incorporated herein by reference to Exhibit 3.3 to Form 10-K for fiscal year ended February 28, 1987 (File No. 0-04957).
3.5
Certificate of Amendment of Restated Certificate of Incorporation dated March 22, 1996 is incorporated herein by reference to Exhibit 3.4 to Form 10-K for fiscal year ended February 28, 1997 (File No. 0-04957).
3.6
Certificate of Amendment of Restated Certificate of Incorporation dated July 15, 2002 is incorporated herein by reference to Exhibit 10.30 to Form 10-K dated February 28, 2003 (File No. 0-04957).
3.7
Certificate of Amendment of Restated Certificate of Incorporation dated August 15, 2018 is incorporated herein by reference to Exhibit 3.1 to Form 8-K dated August 21, 2018 (File No. 0-04957).
*4.1
Specimens of Common Stock Certificates are incorporated herein by reference to Exhibits 3.1 and 3.2 to Registration Statement on Form 10-K (File No. 0-04957) filed June 29, 1970.
20
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*10.1
Usborne Agreement-Contractual agreement by and between the Company and Usborne Publishing Limited dated November 25, 1988 is incorporated herein by reference to Exhibit 10.12 to Form 10-K dated February 28, 1989 (File No. 0-04957).
*10.2
Party Plan-Contractual agreement by and between the Company and Usborne Publishing Limited dated March 14, 1989 is incorporated herein by reference to Exhibit 10.13 to Form 10-K dated February 28, 1989 (File No. 0-04957).
*10.3
Amendment dated January 1, 1992 to Usborne Agreement - Contractual agreement by and between the Company and Usborne Publishing Limited is incorporated herein by reference to Exhibit 10.13 to Form 10-K dated February 29, 1992 (File No. 0-04957).
10.4
Educational Development Corporation 2002 Incentive Stock Option Plan is incorporated herein by reference to Exhibit A to definitive proxy statement on Schedule 14A dated May 23, 2002 (File No. 0-04957).
10.5
Amendment dated November 12, 2002 to Usborne Agreement – Contractual agreement by and between us and Usborne Publishing Limited is incorporated herein by reference to Exhibit 10.32 to Form 10-K dated February 28, 2003 (File No. 0-04957).
10.6
Employment Agreement between Randall W. White and the Company dated February 28, 2004 incorporated herein by reference to Exhibit 10.8 to Form 10-K dated February 28, 2005 (File No. 0-04957).
10.7
Purchase and Sale Agreement dated December 1, 2015 by and between the Company and Hilti, Inc., Tulsa, OK incorporated herein by reference to Exhibit 10.8 to Form 10-K dated February 28, 2019 (File No. 0-04957).
10.8
Lease Agreement dated December 1, 2015 by and between the Company and Hilti, Inc., Tulsa, OK incorporated herein by reference to Exhibit 10.9 to Form 10-K dated February 28, 2019 (File No. 0-04957).
10.9
Usborne Distribution Agreement dated May 16, 2022 by and between the Company and Usborne Publishing Limited, London, England is incorporated herein by reference to Exhibit 10.2 to form 10-Q dated May 31, 2022 (File No. 0-04957).
10.10
Credit Agreement dated August 9, 2022 by and between the Company and BOKF, NA, Tulsa, OK is incorporated herein by reference to Exhibit 10.01 to form 8-K dated August 11, 2022 (File No. 0-04957).
10.11
First Amendment to Credit Agreement, dated December 22, 2022 by and between the Company and BOKF, NA, Tulsa, OK. Is incorporated herein by reference to Exhibit 10.4 to Form 10-Q dated November 30, 2022 (File No. 0-04957).
10.12
Second Amendment to Credit Agreement, dated May 10, 2023 by and between the Company and BOKF, NA, Tulsa, OK is incorporated herein by reference to Exhibit 10.18 to Form 10-K dated February 28, 2023 (File No. 0-04957).
10.13
Third Amendment to Credit Agreement, dated August 9, 2023 by and between the Company and BOKF, NA, Tulsa, OK is incorporated herein by reference to Exhibit 10.01 to Form 8-K dated August 17, 2023 (File No. 0-04957).
10.14
Fourth Amendment to Credit Agreement, dated December 1, 2023 by and between the Company and BOKF, NA, Tulsa, OK is incorporated herein by reference to Exhibit 10.01 to Form 8-K dated December 28, 2023 (File No. 0-04957)..
10.15
Fifth Amendment to Credit Agreement, effective May 31, 2024 by and between the Company and BOKF, NA, Tulsa, OK is incorporated herein by reference to Exhibit 10.01 to Form 8-K dated June 17, 2024 (File No. 0-04957).
21
Table of Contents
10.16
Sixth Amendment to Credit Agreement, effective October 3, 2024 by and between the Company and BOKF, NA, Tulsa, OK is incorporated herein by reference to Exhibit 10.01 to Form 8-K dated October 7, 2024 (File No. 0-04957).
10.17
Seventh Amendment to Credit Agreement, effective January 4, 2025 by and between the Company and BOKF, NA, Tulsa, OK is incorporated herein by reference to Exhibit 10.09 to Form 10-Q dated November 30, 2024 (File No. 0-04957).
10.18
Eighth Amendment to Credit Agreement, effective April 4, 2025 by and between the Company and BOKF, NA, Tulsa, OK is incorporated herein by reference to Exhibit 10.01 to Form 8-K dated April 17, 2025 (File No. 0-04957).
10.19
Ninth Amendment to Credit Agreement, effective July 11, 2025 by and between the Company and BOKF, NA, Tulsa, OK is incorporated herein by reference to Exhibit 10.01 to Form 8-K dated August 12, 2025 (File No. 0-04957).
10.20
Notice of Default and Reservation of Rights, dated September 30, 2025, from BOKF, NA, Tulsa, OK is incorporated herein by reference to Exhibit 10.20 to Form 10-Q dated August 31, 2025 (File No. 0-04957).
**23.1
Consent of Independent Registered Public Accounting Firm.
**31.1
Certification of the Chief Executive Officer of Educational Development Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
**31.2
Certification of the Chief Financial Officer and Corporate Secretary (Principal Financial and Accounting Officer) of Educational Development Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
**32.1
Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
***97.1
Educational Development Corporation’s Clawback Policy is incorporated herein by reference to Exhibit 97.1 to Form 10-K dated May 21, 2024 (File No. 0-04957).
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Paper Filed
**
Filed Herewith
***
Management Contract or compensatory plan or arrangement
Item 16. FORM 10-K SUMMARY
Not applicable
22
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SIGNATURES
Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
EDUCATIONAL DEVELOPMENT CORPORATION
Date:
May 19, 2026
By
/s/ Craig M. White
Craig M. White
President, Chief Executive Officer, and
Chairman of the Board
(Principal Executive Officer)
Date:
May 19, 2026
By
/s/ Dan E. O’Keefe
Dan E. O’Keefe
Chief Financial Officer and
Corporate Secretary
(Principal Financial and Accounting Officer)
Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the date indicated.
Date:
May 19, 2026
/s/ Craig M. White
Craig M. White, Director
President, Chief Executive Officer, and
Chairman of the Board
(Principal Executive Officer)
May 19, 2026
/s/ Dr. Kara Gae Neal
Dr. Kara Gae Neal,
Director
May 19, 2026
/s/ Bradley V. Stoots
Bradley V. Stoots,
Director
May 19, 2026
/s/ Dr. Amy N. Emmerson
Dr. Amy N. Emmerson,
Director
May 19, 2026
/s/ Steven Hooser
Steven Hooser
Director
May 19, 2026
/s/ Dan E. O’Keefe
Dan E. O’Keefe
Chief Financial Officer and
Corporate Secretary
(Principal Financial and Accounting Officer)
23
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Shareholders and the Board of Directors
of Educational Development Corporation
Opinion on the Financial Statements
We have audited the accompanying balance sheets
of Educational Development Corporation (the Company) as of February 28, 2026 and 2025, the related statements of operations, comprehensive
income (loss), shareholders’ equity and cash flows for the years then ended, and the related notes to the financial statements (collectively,
the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of
the Company as of February 28, 2026 and 2025, and the results of its operations and its cash flows for the years then ended, in conformity
with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. We determined that there are no critical audit matters.
/s/ HOGANTAYLOR LLP
We have served as the Company’s auditor
since 2005.
Tulsa, Oklahoma
May 19, 2026
24
Table of Contents
EDUCATIONAL DEVELOPMENT CORPORATION
BALANCE SHEETS
AS OF FEBRUARY 28,
2026
2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$ 1,118,400
$ 428,400
Restricted cash
222,000
548,100
Accounts receivable, less allowance for credit losses of $ 109,600 (2026) and $ 112,300 (2025)
861,300
2,126,000
Inventories - net
17,412,200
29,099,600
Prepaid expenses and other assets
374,600
768,100
Assets held for sale
563,600
19,277,000
Total current assets
20,552,100
52,247,200
INVENTORIES - net
20,251,700
15,592,500
PROPERTY, PLANT AND EQUIPMENT - net
6,291,200
6,398,700
DEFERRED INCOME TAX ASSET - net
-
2,536,100
OPERATING LEASE RIGHT-OF-USE ASSETS
6,716,100
1,108,100
OTHER ASSETS
500,500
431,700
TOTAL ASSETS
$ 54,311,600
$ 78,314,300
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable
$ 1,686,400
$ 1,847,400
Line of credit
-
4,198,100
Deferred revenues
320,500
491,800
Operating lease liabilities, current
1,371,700
697,000
Current maturities of long-term debt
-
26,685,500
Accrued salaries and commissions
218,600
313,700
Income taxes payable
1,146,800
460,900
Other current liabilities
1,427,500
2,528,300
Total current liabilities
6,171,500
37,222,700
OPERATING LEASE LIABILITIES, noncurrent
5,344,400
411,100
OTHER LONG-TERM LIABILITIES
5,200
112,900
Total liabilities
11,521,100
37,746,700
SHAREHOLDERS’ EQUITY:
Common stock, $ 0.20 par value; Authorized 16,000,000 shares; Issued 12,702,080 shares; Outstanding 8,511,364 (2026) and 8,583,201 (2025) shares
2,540,400
2,540,400
Capital in excess of par value
13,769,400
13,800,000
Retained earnings
39,628,200
37,303,000
Accumulated other comprehensive loss
-
( 15,400 )
55,938,000
53,628,000
Less treasury stock, at cost
( 13,147,500 )
( 13,060,400 )
Total shareholders’ equity
42,790,500
40,567,600
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$ 54,311,600
$ 78,314,300
See notes to financial statements.
25
Table of Contents
EDUCATIONAL DEVELOPMENT CORPORATION
STATEMENTS OF OPERATIONS
FOR
THE YEARS ENDED FEBRUARY 28,
2026
2025
PRODUCT REVENUES, net of discounts and allowances
$ 21,814,500
$ 32,547,700
Transportation revenue
1,099,100
1,643,300
NET REVENUES
22,913,600
34,191,000
COST OF GOODS SOLD
9,309,300
13,163,300
Gross margin
13,604,300
21,027,700
OPERATING EXPENSES:
Operating and selling
3,462,400
5,751,600
Sales commissions
6,399,200
10,096,600
General and administrative
10,928,100
11,955,100
Total operating expenses
20,789,700
27,803,300
INTEREST EXPENSE
1,478,900
2,188,400
OTHER INCOME
Gain from sale of assets - net
( 12,190,900 )
-
Other - net
( 1,820,200 )
( 2,109,000 )
Total other income
( 14,011,100 )
( 2,109,000 )
EARNINGS (LOSS) BEFORE INCOME TAXES
5,346,800
( 6,855,000 )
INCOME TAX EXPENSE (BENEFIT)
3,021,600
( 1,591,400 )
NET EARNINGS (LOSS)
$ 2,325,200
$ ( 5,263,600 )
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE:
Basic
$ 0.27
$ ( 0.63 )
Diluted
$ 0.27
$ ( 0.63 )
WEIGHTED AVERAGE NUMBER OF COMMON AND EQUIVALENT SHARES OUTSTANDING:
Basic
8,563,491
8,348,971
Diluted
8,563,491
8,348,971
Dividends per share
$ -
$ -
See notes to financial statements.
26
Table of Contents
EDUCATIONAL DEVELOPMENT CORPORATION
STATEMENTS OF COMPREHENSIVE
INCOME (LOSS)
FOR
THE YEARS ENDED FEBRUARY 28,
February 28,
2026
2025
Net earnings (loss)
$ 2,325,200
$ ( 5,263,600 )
Other comprehensive income:
Unrealized loss on interest rate exchange agreement
-
( 39,800 )
Comprehensive income (loss)
$ 2,325,200
$ ( 5,303,400 )
See
notes to financial statements.
27
Table of Contents
EDUCATIONAL
DEVELOPMENT CORPORATION
STATEMENTS
OF SHAREHOLDERS ’ EQUITY
AS
OF FEBRUARY 28 (29),
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
Income (Loss)
Number of
Shares
Amount
Shareholders’
Equity
BALANCE - February 29, 2024
12,702,080
$ 2,540,400
$ 13,405,400
$ 42,566,600
$ 24,400
4,126,992
$ ( 13,086,100 )
$ 45,450,700
Purchases of treasury stock
-
-
600
-
-
400
( 1,300 )
( 700 )
Sales of treasury stock
-
-
( 9,300 )
-
-
( 8,513 )
27,000
17,700
Change in fair value of interest rate exchange agreement
-
-
-
-
( 39,800 )
-
-
( 39,800 )
Share-based compensation expense – net
-
-
403,300
-
-
-
-
403,300
Net loss
-
-
-
( 5,263,600 )
-
-
-
( 5,263,600 )
BALANCE - February 28, 2025
12,702,080
$ 2,540,400
$ 13,800,000
$ 37,303,000
$ ( 15,400 )
4,118,879
$ ( 13,060,400 )
$ 40,567,600
Purchases of treasury stock
-
-
-
-
-
87,837
( 137,900 )
( 137,900 )
Sales of treasury stock
-
-
( 30,600 )
-
-
( 16,000 )
50,800
20,200
Change in fair value of interest rate exchange agreement
-
-
-
-
15,400
-
-
15,400
Net earnings
-
-
-
2,325,200
-
-
-
2,325,200
BALANCE - February 28, 2026
12,702,080
$ 2,540,400
$ 13,769,400
$ 39,628,200
-
4,190,716
$ ( 13,147,500 )
$ 42,790,500
See
notes to financial statements.
28
Table of Contents
EDUCATIONAL
DEVELOPMENT CORPORATION
STATEMENTS
OF CASH FLOWS
FOR
THE YEARS ENDED FEBRUARY 28,
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss)
$ 2,325,200
$ ( 5,263,600 )
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization
1,391,700
1,724,900
Deferred income taxes
2,536,100
( 1,129,600 )
Provision for credit losses
36,000
48,000
Provision for inventory valuation allowance
144,000
144,000
Share-based compensation expense - net
-
403,300
Net loss (gain) on sale of assets
( 12,190,900 )
3,300
Impairment loss on assets
287,100
318,100
Changes in assets and liabilities:
Accounts receivable
1,228,700
( 237,100 )
Inventories - net
6,884,200
10,754,100
Prepaid expenses and other assets
297,800
( 168,300 )
Accounts payable
( 161,000 )
( 2,062,800 )
Accrued salaries and commissions and other liabilities
( 1,288,200 )
( 918,400 )
Deferred revenues
( 171,300 )
( 91,700 )
Income taxes payable/receivable
685,900
( 312,500 )
Total adjustments
( 319,900 )
8,475,300
Net cash provided by operating activities
2,005,300
3,211,700
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment
( 542,800 )
( 439,400 )
Proceeds from sale of assets
29,932,600
9,800
Net cash provided by (used in) investing activities
29,389,800
( 429,600 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on term debt
( 26,715,400 )
( 1,800,000 )
Cash paid to acquire treasury stock
( 137,900 )
( 700 )
Sales of treasury stock
20,200
17,700
Net payments under line of credit
( 4,198,100 )
( 1,300,000 )
Net cash used in financing activities
( 31,031,200 )
( 3,083,000 )
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
363,900
( 300,900 )
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - BEGINNING OF PERIOD
976,500
1,277,400
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - END OF PERIOD
$ 1,340,400
$ 976,500
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash paid for interest
$ 1,337,500
$ 2,156,300
Cash (received)/paid for income taxes - net of refunds
$ ( 200,500 )
$ ( 274,300 )
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:
Fair value of the interest rate exchange agreement
$ -
$ ( 39,800 )
NONCASH TRANSACTIONS
Leased assets obtained in exchange for operating lease liabilities
$ 6,338,900
$ 282,800
Inventory donations
$ 291,700
-
See
notes to financial statements.
29
Table of Contents
EDUCATIONAL
DEVELOPMENT CORPORATION
NOTES
TO FINANCIAL STATEMENTS
YEARS
ENDED FEBRUARY 28, 2026 AND FEBRUARY 28, 2025
1.
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature
of Business —Educational Development Corporation (“we,” “our,” “us,” or “the Company”)
distributes books and educational products and publications through our PaperPie and EDC Publishing (“Publishing”) divisions
to individual consumers, book, toy and gift stores, libraries and home educators located throughout the United States (“U.S.”).
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.
Estimates —Our
financial statements were prepared in conformity with accounting principles generally accepted in the United States of America, which
requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements. Actual results
could differ from these estimates.
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 raises 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 changes in our Brand Partners, sales growth and profitability
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.
In prior periods, we identified
conditions and events that raised substantial doubt about the Company’s ability to continue as a going concern within one year
after the date that the financial statements were issued. During the third quarter of fiscal 2026, the Company completed the planned
sale of the Hilti Complex and paid off the Line of Credit and Term Loans with the Company’s bank, which was a key step in management’s
plans for returning to profitability. Paying off the bank debts and eliminating the bank-imposed restrictions allows the Company to begin
a conservative plan to re-order some key out of stock products along with introducing a limited number of new titles which are expected
to energize our Brand Partners and provide our retail customers with new offerings.. In addition, subsequent to year end, the Company
obtained a $ 2.0 million line of credit with a local bank to cover any short-term borrowing needs. Based on the elimination of the bank
debt, the Company’s current cash and other resources, and management’s operating plans, we have concluded that the Company
has sufficient liquidity to meet its obligations as they become due for at least twelve months from the issuance date of these financial
statements. Accordingly, management determined that substantial doubt about the Company’s ability to continue as a going concern
has been alleviated.
Sales
Concentration —Significant portions of our sales are generated in our Direct Sales division, PaperPie. Of these sales, a
substantial portion is facilitated through the use of social media collaboration platforms that allow our Brand Partners to interact
in real-time, or near real-time, with customers. Brand Partners use these platforms to invite potential customers to “online parties,”
provide product recommendations, answer questions, and provide links to other supporting online materials. When a customer is ready to
purchase products from the online party, they are redirected from the social media platform to the Brand Partner’s company hosted
e-commerce site where the order can be placed.
Cash,
Cash Equivalents and Restricted Cash —Cash, cash equivalents, and restricted cash are maintained at financial institutions
and, at times, balances may exceed federally insured limits of $ 250,000 . We have never experienced any losses related to these balances.
The majority of payments settled from banks for third party credit card transactions within three to twenty business days, depending
on the credit card processors’ reserve requirements. The payments in transit from our credit card processors and the short-term
certificate of deposit with our bank supporting our monthly credit card usage are classified as restricted cash. Cash and cash equivalents
include demand and time deposits, money market funds, and other short-term investments with maturities of three months or less when acquired.
30
Table of Contents
Accounts
Receivable —Accounts receivable are uncollateralized customer obligations due under normal trade terms, generally requiring
payment within thirty days from the invoice date. Extended payment terms are offered at certain times of the year for orders that meet
minimum quantities or amounts. Payments of accounts receivable are allocated to the specific invoices identified on the customers’
remittance advice. Accounts receivable is stated at net realizable value, which includes an allowance for credit losses representing
the amount expected to be uncollectible. Balances which remain outstanding after management has made reasonable collection efforts are
written off through a charge to the valuation allowance and a credit to accounts receivable. Recoveries of accounts receivable previously
written off are recorded as income when received.
Allowance
for Credit Losses — The allowance for credit losses is the Company’s best estimate of the amount of expected lifetime
credit losses in the Company’s accounts receivable. The Company, as required by ASU 2025-05, has elected to use the practical expedient
method, which permits entities to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating
expected credit losses for current accounts receivable. The practical expedient method and allowance for credit losses is based on our
history of write-off levels, along with evaluating current market conditions, customers concentrations and economic indicators.
Inventories —Inventories
are stated at the lower of either cost or net realizable value. Cost is determined using the average costing method. We present a portion
of our inventory as a non-current asset. Occasionally we purchase product inventory in quantities in excess of what will be sold within
the normal operating cycle due to the minimum order requirements of our suppliers or changes in sales levels. We estimate non-current
inventory using an anticipated turnover ratio by title, based primarily on historical trends. These excess quantities of 2½ years
of anticipated sales are classified as noncurrent inventory.
The
Company assumes title and responsibility for inventory purchased according to the contract language with our suppliers, and the individual
shipment terms for the order. The Company maintains insurance for the value of the inventory once the title has been passed until it
is received at our warehouse (“inventory in transit”).
Brand
Partners that meet certain eligibility requirements may request and receive inventory on consignment. Consignment inventory is stated
at the lower of either cost or net realizable value, 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, excluding the estimated reserve, with Brand Partners was $ 1,110,200
and $ 1,335,700 at February 28, 2026 and February 28, 2025, respectively. The Company has a reserve for consignment inventory not expected
to be sold or returned of $ 340,300 and $ 402,400 as of February 28, 2026, and February 28, 2025, respectively.
Inventories
are presented net of a valuation allowance, which includes reserves for inventory obsolescence and Brand Partner consignment inventory
that is not expected to be sold or returned. Management estimates the allowance for both current and noncurrent inventory. The allowance
is based on management’s identification of slow-moving inventory and estimated consignment inventory that will not be sold or returned.
Property,
Plant and Equipment —Property, plant and equipment are stated at cost and depreciated on a straight-line basis over their
estimated useful life, as follows:
Building
30 years
Building
improvements
5 – 15 years
Machinery
and equipment
3 – 15 years
Furniture
and fixtures
3 years
Capitalized
software
4 – 10 years
Molds
and tooling
3 – 5 years
Capitalized
projects that are not placed in service are recorded as in progress and are not depreciated until the related assets are placed in service,
including capitalized software. The development of customer and Brand Partner software applications is critical to our ongoing business
operations and included in capitalized software. External and internal costs associated with the development of new software applications
incurred during the application development stage are capitalized. Training and maintenance costs are expensed as incurred, while upgrades
and enhancements are capitalized if it is probable that such expenditures will result in additional functionality .
31
Table of Contents
Assets
Held for Sale — The Company classifies long-lived assets, or disposal groups to be sold, as held for sale in the period
in which all of the following criteria are met per ASC 360: (1) management, having the authority to approve the action, commits to a
plan to sell the asset or disposal group; (2) the asset or disposal group is available for immediate sale in its present condition subject
only to terms that are usual and customary for sales of such assets or disposal groups; (3) an active program to locate a buyer and other
actions required to complete the plan to sell the asset or disposal group have been initiated; (4) the sale of the asset or disposal
group is probable, and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale within one
year, except if events or circumstances beyond our control extend the period of time required to sell the asset or disposal group beyond
one year; (5) the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current
fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made
or that the plan will be withdrawn.
We
initially measure a long-lived asset or disposal group that is classified as held for sale at the lower of its carrying value or fair
value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held-for-sale criteria
are met. Conversely, gains are not recognized on the sale of a long-lived asset or disposal group until the date of the sale. We assess
the fair value of a long-lived asset or disposal group less any costs to sell each reporting period it remains classified as held for
sale and report any subsequent changes as an adjustment to the carrying value of the asset or disposal group, as long as the new carrying
value does not exceed the carrying value of the asset at the time it was initially classified as held for sale.
Upon
determining that a long-lived asset or disposal group meets the criteria to be classified as held for sale, the Company ceases depreciation
of the asset and reports long-lived assets and/or the assets and liabilities of the disposal group, if material, in the line items assets
held for sale and liabilities held for sale, respectively, in our balance sheet. Refer to Note 3.
During
the second quarter of fiscal year 2025, the Company entered into a triple-net lease agreement for approximately 111,000 square feet of
available office and warehouse space in the Hilti Complex to a new tenant. To create space for this new tenant, the Company removed three
production lines from the warehouse before July 31, 2024. As a result, in the second quarter of fiscal 2025, the Company made available
and committed to sell the disassembled equipment. The Company is actively marketing the unused equipment using a national on-line auction
house. The Company is subject to the presentation and disclosure requirements since the equipment meets all the criteria and is classified
as an “Asset Held for Sale.” Once management determined that the disassembled equipment met the criteria to be classified
as held for sale, the Company ceased depreciation of the asset and reported it separately on the balance sheet, beginning on August 31,
2024. The Company evaluated the carrying amount of the assets and the estimated fair values less costs to sell and recorded an impairment
loss on the assets of $ 287,100 as of February 28, 2026.
Impairment
of Long-Lived Assets —We review the value of long-lived assets for possible impairment whenever events or changes in circumstances
indicate that the carrying value of the assets may not be recoverable based on estimated future cash flows. Such indicators include,
among others, the nature of the asset, the projected future economic benefit of the asset, historical and future cash flows and profitability
measurements. If the carrying value of an asset exceeds the future undiscounted cash flows expected from the asset, we recognize an impairment
charge for the excess of the carrying value of the asset over its estimated fair value. Determination as to whether and how much an asset
is impaired involves management estimates and can be impacted by other uncertainties. No impairment was noted during fiscal year 2025
but we recorded an impairment of $287,100 during fiscal year 2026.
Leases —We
have both lessee and lessor arrangements. Our leases are evaluated at inception or at any subsequent modification. Depending on the terms,
leases are classified as either operating or finance leases if we are the lessee, or as operating, sales-type or direct financing leases
if we are the lessor, as appropriate under ASC 842 – Leases . In accordance with ASC 842, we have made an accounting policy
election to not apply the standard to lessee arrangements with a term of one year or less and no purchase option that is reasonably certain
of exercise. We account for these short-term arrangements by recognizing payments and expenses as incurred, without recording a lease
liability and right-of-use asset. We have also made an accounting policy election for both our lessee and lessor arrangements to combine
lease and non-lease components. This election is applied to all of our lease arrangements as our non-lease components are not material
and do not result in significant timing differences in the recognition of rental expenses or income.
We
recognize lease liabilities, reported on the balance sheets, for each lease based on the present value of the remaining minimum fixed
rental payments (which include 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, on the balance sheet for each lease, which is valued at the lease liability and
adjusted for prepaid or accrued rent balances existing at the time of the initial recognition. The lease liability and right-of-use assets
are reduced over the term of the lease as payments are made and the assets are used. Minimum fixed rental payments are recognized on
a straight-line basis over the life of the lease as costs and expensed in our statements of operations. Variable and short-term rental
payments are recognized as costs and expenses as they are incurred.
Revenues
associated with the lessor leases are recorded on a straight-line basis over the initial lease term and are reported in other income
in the statements of operations. We recognize variable rental payments as revenue in the period in which the changes in facts and circumstances,
on which the variable lease payments are based, occur. Sublease rental income is recognized on a straight-line basis over the duration
of each lease term.
Income
Taxes —We account for income taxes under ASC 740 - Income Taxes , which requires an asset and liability approach.
Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and the
tax basis of assets and liabilities using the current tax laws and rates. A valuation allowance is established, when necessary, to reduce
net deferred tax assets to the amounts that are “more likely than not” to be realized.
The
Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations
in various taxing jurisdictions. The Company recognizes tax liabilities for uncertain tax positions based on management’s estimate
of whether it is more likely than not that additional taxes will be required. The Company had no uncertain tax positions as of February
28, 2026 and 2025.
Deferred
income taxes are recognized in the financial statements for the tax consequences in future years of differences between the tax basis
of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences
arise from net operating losses, differences in depreciation methods of property and equipment, disallowed interest, accounts receivable
allowances, inventory capitalization and allowances, sales returns, and other accrued expenses.
The
application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations
themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court
rulings. Therefore, the actual liability for U.S., or the various state jurisdictions, may be materially different from management’s
estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities
and valuation allowances. Interest and penalties are included in tax expense.
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Revenue
Recognition —Revenue is derived from the sales of children’s books and related products which are generally capable
of being distinct and accounted for as a single performance obligation to deliver tangible goods. Substantially all of our products are
sold to end consumers through our PaperPie division and to retail outlets through our Publishing division. Refer to Note 16 – Business
Segments for revenue by segment. Revenues of both divisions are recognized when the product is shipped, FOB-Shipping Point, which is
the point in time the customer obtains control of the products and risk of loss and rewards of ownership have been transferred. Sales
taxes that are collected from customers and remitted to governmental authorities are accounted for as a pass-through liability and therefore
are excluded from net sales.
The
majority of PaperPie’s sales contracts have a single performance obligation and are short-term in nature. PaperPie’s sales
are generally collected 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 by the consignee and payment associated
with the sale has been collected. Transportation revenue represents the amount billed to the customer for shipping the product and is
recorded when the product is shipped.
Certain
PaperPie sales contracts associated with the hostess award programs include sales incentives, such as discounted products. These incentives
provide a separate performance obligation in the contract and material rights to the customer. The transaction price is allocated to
the material right based on its relative standalone selling price and is recognized in revenue as the performance obligations are satisfied,
which occurs at shipping point or at the expiration of the material right. As the products included as sales incentives are shipped with
the associated products ordered, there is no deferral required. Revenues allocated to the material right are recognized in product revenues,
net of discounts and allowances, and cost of goods sold in our statements of operations.
The
majority of Publishing’s sales contracts have a single performance obligation and are short-term in nature. Publishing sales may
be collected at the time the product is shipped, or the customers may be given payment terms based primarily on their credit worthiness
and payment history.
Estimated
allowances for sales returns, which reduce net revenues and cost of goods sold, 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 and
most damaged returns are primarily from retail stores. These returns result from damage that occurs in the stores, not in shipping to
the stores. It is an industry practice to accept non-damaged returns from retail customers. Management has estimated sales returns of
approximately $ 201,500 for both February 28, 2026 and February 28, 2025, which is included in other current liabilities on the Company’s
balance sheet. In addition, management has recorded an asset for the expected value of non-damaged inventories to be returned. The estimated
value of returned products of $ 100,800 is included in other current assets on the Company’s balance sheet for both February 28,
2026 and February 28, 2025.
The
Company generally expenses sales commissions in the same period that the revenue is recognized. These costs are recorded within operating
expenses. The Company does not disclose the value of unsatisfied performance obligations for contracts with an unexpected length of one
year or less.
Advertising
Costs —Advertising costs are expensed as incurred. Advertising expenses, included in general and administrative expenses
in the statements of operations, were $ 249,800 and $ 265,500 for the years ended February 28, 2026 and February 28, 2025, respectively.
Shipping
and Handling Costs —We classify shipping and handling costs as operating and selling expenses in the statements of operations.
Shipping and handling costs include postage, freight, handling costs, as well as shipping materials and supplies. These costs were $ 2,809,500
and $ 4,574,200 for the years ended February 28, 2026 and February 28, 2025, respectively.
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 ratably from the service inception date to the vesting date for each tranche.
Forfeitures are recognized when they occur.
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Earnings
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.
The
computation of weighted average common and common equivalent shares used in the calculation of basic and diluted EPS is shown below:
Year Ended February 28,
2026
2025
Earnings (loss) per share:
Net earnings (loss) applicable to common shareholders
$ 2,325,200
$ ( 5,263,600 )
Weighted average shares outstanding:
Basic
8,563,491
8,348,971
Diluted
8,563,491
8,348,971
Earnings (loss) per share:
Basic
$ 0.27
$ ( 0.63 )
Diluted
$ 0.27
$ ( 0.63 )
As
shown in the table below, the following shares have not been included in the calculation of diluted earnings (loss) per share as they
would be anti-dilutive to the calculation above:
Year Ended February 28,
2026
2025
Weighted average shares:
Issued unvested restricted stock and assumed shares issuable under granted unvested restricted stock awards
-
139,249
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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 Adopted
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 is effective for our Form 10-K for fiscal 2026 and the Company has applied the application on a prospective basis. Refer to
Note 9.
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 is effective for our Form 10-K for fiscal 2027, but the Company has chosen to early adopt the
ASU as of February 28, 2026 and applied the changes prospectively. The adoption of this ASU did not have a material effect to the measurement
of credit losses.
New
Accounting Standards or Updates Not Yet Adopted
In
December 2025, the FASB issued ASU 2025-12, Codification Improvements (“ASU 2025-12”). ASU 2025-12 addresses suggestions
received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to U.S. GAAP. The
update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that
are intended to make it easier to understand and apply. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and
interim periods within those fiscal years. Entities are required to apply the amendments to ASC 260 retrospectively. All other amendments
may be applied prospectively or retrospectively. Early adoption is permitted. We are currently evaluating the impact this ASU may have
on our financial statement disclosures.
In
December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11,
Interim Reporting (Topic 270) Improvements to Interim Disclosure Requirements. The standard clarifies disclosure requirements for interim
financial statements and is effective for interim periods beginning after December 15, 2027. Early adoption is permitted. We are currently
evaluating the impact this ASU may have on our financial statement disclosures.
In
September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements
to the Accounting for Internal-Use Software (“ASU 2025-06”), which requires software capitalization to begin when both of
the following occur: (1) management has authorized and committed to funding the software project; and (2) it is probable that the project
will be completed and the software will be used to perform the function intended. For public entities, the provisions within ASU 2025-06
are effective for the first annual and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The
provisions within ASU 2025-06 allow for a prospective, modified, or retrospective transition approach. The Company is currently evaluating
this ASU to determine its impact on the Company’s financial statements and 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.
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2.
CASH
The
table below reconciles cash, cash equivalents, and restricted cash as reported in the balance sheet to the total of the same amounts
shown in the statements of cash flows:
February 28,
2026
2025
Cash and cash equivalents
$ 1,118,400
$ 428,400
Restricted cash
222,000
548,100
Total cash, cash equivalents, and restricted cash shown in the statements of cash flows
$ 1,340,400
$ 976,500
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 channeled 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.
3.
ASSETS HELD FOR SALE
The
assets held for sale on the balance sheet at February 28, 2025, totaling $ 19,277,000 consisted of disassembled equipment, the Hilti Complex
and approximately 17 acres of excess land. The assets held for sale at February 28, 2026, totaling $ 563,600 consists of disassembled
equipment. The Company records assets held for sale at the lower of their carrying value or fair value less costs to sell.
Hilti
Complex
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. The property consisted of approximately 402,000 square feet of office and warehouse space on 35 -acres (the “Hilti Complex”),
along with 17 -acres of adjacent undeveloped land. The Company ceased recording depreciation on the assets upon meeting the held for sale
criteria at the end of the third quarter of fiscal 2024.
On
October 27, 2025, the Company completed the sale of the Hilti Complex to 10Mark 10K Industrial, LLC. The agreed upon sale price of the
Hilti Complex per the executed Contract totaled $ 32,200,000 . The net proceeds less than the carrying value of the assets held for sale
resulted in a gain on sale of $ 12,243,700 . Following the sale of the Hilti Complex, the 17 acres of excess land that was not part of
the sale agreement, with a cost basis of $ 850,000 , was reclassified from Assets held for Sale to land, as it is no longer listed for
sale. The proceeds from the sale were utilized to pay off the Term Loans and Revolving Loan outstanding in the Credit Agreement with
the Company’s Bank. At closing, EDC assigned the existing third-party tenant leases to the Buyer and executed a separate Triple-Net
Lease for its occupied space in the Hilti Complex.
Equipment
During
the second quarter of fiscal year 2025, the Company entered into a triple-net lease agreement for approximately 111,000 square feet of
available office and warehouse space in the Hilti Complex to a new tenant. To create space for this new tenant, the Company removed three
production lines from the warehouse before July 31, 2024. As a result, in the second quarter of fiscal 2025, the Company made available
and committed to sell the disassembled equipment with a net book value of $ 850,700 . The Company is actively marketing the unused equipment
using a national on-line auction house as of February 28, 2026. The Company is subject to the presentation and disclosure requirements
since the equipment meets all the criteria and is classified as an “Asset Held for Sale.” Once management determined that
the disassembled equipment met the criteria to be classified as held for sale, the Company ceased depreciation of the asset and reported
it separately on the balance sheet, beginning in the second quarter of fiscal 2025. In the third quarter of fiscal 2026, the Company
evaluated the carrying amount of the assets and the estimated fair values less costs to sell and recorded an impairment loss on the assets
of $ 287,100 .
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4.
INVENTORIES
Inventories
consist of the following at:
February 28,
2026
2025
Current:
Product inventory
$ 17,771,000
$ 29,530,100
Inventory valuation allowance
( 358,800 )
( 430,500 )
Inventories net - current
$ 17,412,200
$ 29,099,600
Noncurrent:
Product inventory
$ 21,056,700
$ 16,326,500
Inventory valuation allowance
( 805,000 )
( 734,000 )
Inventories net - noncurrent
$ 20,251,700
$ 15,592,500
Inventory
in transit totaled $ 147,900 and $ 25,500 at February 28, 2026 and February 28, 2025, respectively.
Product
inventory quantities in excess of what we expect will be sold within the normal operating cycle, based on 2 ½ years of anticipated
sales, are included in noncurrent inventory.
5.
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 February 28, 2026, 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 $ 1.0 million volume rebate owed to the Company from
purchases made during fiscal 2022. The Company is disputing the cancellation of the rebate but has not recognized any rebate due to its
uncertainty. Additionally, under the terms in the Agreement, the Company no longer has the rights to distribute Usborne’s products
to retail customers through our Publishing division. As a result, the Company discontinued selling Usborne products to retail customers
in the first quarter of fiscal 2024.
The
following table summarizes Usborne product revenues, net of discounts, by division and inventory purchases by product type:
Year Ended February 28,
2026
2025
Product revenues, net of discounts of Usborne products by division:
PaperPie division
$ 9,069,700
$ 12,282,100
% of total PaperPie Product revenues, net of discounts
49.7 %
43.5 %
Publishing division
-
-
% of total Publishing Product revenues, net of discounts
0.0 %
0.0 %
Total Product revenues, net of discounts of Usborne products
$ 9,069,700
$ 12,282,100
Purchases received by product type:
Usborne
$ 567,900
$ 230,100
% of total purchases received
28.3 %
9.3 %
All other product types
1,436,800
2,243,200
% of total purchases received
71.7 %
90.7 %
Total purchases received
$ 2,004,700
$ 2,473,300
Total
Usborne inventory owned by the Company and included in our balance sheets was $ 20,158,500 and $ 23,696,800 as of February 28, 2026 and
February 28, 2025, respectively.
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6.
PROPERTY, PLANT AND EQUIPMENT
Property,
plant and equipment consist of the following:
February 28,
2026
2025
Land
$ 850,000
$ -
Machinery and equipment
10,191,200
10,224,600
Furniture and fixtures
124,000
124,000
Capitalized software
3,702,500
3,350,100
Molds and tooling
733,200
733,200
Capitalized software - in progress
25,800
-
Total property, plant and equipment
15,626,700
14,431,900
Less accumulated depreciation
( 9,335,500 )
( 8,033,200 )
Property, plant and equipment-net
$ 6,291,200
$ 6,398,700
7.
OTHER CURRENT LIABILITIES
Other
current liabilities consist of the following:
February 28,
2026
2025
Accrued royalties
$ 137,300
$ 228,800
Accrued PaperPie incentives
267,700
897,700
Accrued property tax
292,600
254,400
Sales tax payable
193,600
237,200
Short-term note payable
-
407,300
Allowance for expected inventory returns
201,500
201,500
Other
334,800
301,400
Total other current liabilities
$ 1,427,500
$ 2,528,300
8.
OTHER INCOME
A
summary of other income (expense) is shown below:
Year Ended February 28,
2026
2025
Gain from sale of assets - net
$ 12,190,900
$ -
Rental income
1,939,000
2,274,900
Impairment on assets
( 287,100 )
( 318,100 )
Other, net
168,300
149,800
Total other income
$ 14,011,100
$ 2,109,000
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9.
INCOME TAXES
Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. The tax effects of significant items comprising our net deferred tax
assets and liabilities are as follows:
February 28,
2026
2025
Deferred tax assets:
Allowance for credit losses
$ 29,600
$ 30,300
Inventory overhead capitalization
182,700
115,000
Inventory valuation allowance
96,900
116,200
Inventory valuation allowance – noncurrent
217,300
198,200
Allowance for sales returns
27,200
27,200
Research and development capitalization
-
457,600
Net operating loss carryforward (1)
109,300
1,141,200
Disallowed interest (2)
2,001,300
1,655,500
Accruals
12,100
136,500
Total deferred tax assets
2,676,400
3,877,700
Deferred tax liabilities:
Property, plant, and equipment
( 1,121,600 )
( 1,341,600 )
Total deferred tax liabilities
( 1,121,600 )
( 1,341,600 )
Valuation allowance (3)
( 1,554,800 )
-
Net deferred tax assets
$ -
$ 2,536,100
(1) The Company’s net operating loss (“NOL”) carryforward was generated from losses incurred in fiscal 2025. The Company’s NOL can be carried forward indefinitely but are limited to an 80 % maximum offset of taxable income.
(2) The
Company’s disallowed interest was generated from interest expense that was not deductible for tax purposes due to a maximum allowable
deduction of 30 % of taxable income. The disallowed interest is carried forward to be deducted against future income, subject to the 30 %
limitation.
(3) In evaluating the need for a valuation allowance and the realizability of deferred tax assets, the Company utilized the framework contained in ASC 740, “Income Taxes,” pursuant to which management analyzed all positive and negative evidence available at the balance sheet date to determine whether all or some portion of the deferred tax assets will not be realized. Under this guidance, a valuation allowance must be established for deferred tax assets when it is more likely than not that they will not be realized. In conclusion, management placed significant emphasis on guidance in ASC 740, which includes that a cumulative loss in recent years is a significant piece of negative evidence that is difficult to overcome. Based upon available evidence, it was concluded on a more-likely-than-not basis that certain deferred tax assets were not realizable as of February 28, 2026. Accordingly, a valuation allowance has been recorded to offset these deferred tax assets.
The
reconciliation of taxes at the federal statutory rate to our provision for income taxes for the year ended February 28, 2026 was as follows:
February 28, 2026
Amount
Percentage
U.S. federal statutory income tax rate
$ 1,122,800
21.0 %
Tax credits
Research and development
( 60,000 )
( 1.1 )%
Nontaxable or nondeductible items
9,400
0.2 %
U.S. state and local income taxes, net of federal benefit
326,500
6.1 %
Changes in valuation allowance
1,554,800
29.1 %
Other
68,100
1.2 %
Effective tax rate
$ 3,021,600
56.5 %
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The
components of income tax expense (benefit) are as follows:
Year Ended February 28,
2026
2025
Current:
Federal (1)
$ 187,800
$ -
State and local (1)
129,000
-
316,800
-
Deferred:
Federal
2,452,200
( 1,439,500 )
State and local
252,600
( 151,900 )
2,704,800
( 1,591,400 )
Total income tax expense (benefit)
$ 3,021,600
$ ( 1,591,400 )
(1) The
Company incurred losses in fiscal 2025, resulting in a net operating loss carryforward and reclassification from current to deferred.
The
following reconciles our expected income tax rate to the U.S. federal statutory income tax rate:
Year Ended February 28,
2026
2025
U.S. federal statutory income tax rate
21.0 %
21.0 %
U.S. state and local income taxes–net of federal benefit
6.1 %
6.6 %
Valuation allowance
29.1 %
- %
Other
0.3 %
( 4.4 )%
Total income tax expense
56.5 %
23.2 %
We
file our tax returns in the U.S. and certain state jurisdictions in which we have nexus. We are no longer subject to income tax examinations
by tax authorities for the fiscal years before 2020.
10.
EMPLOYEE BENEFIT PLAN
The
Company has created the Educational Development Corporation Employee 401(k) Plan (“EDC 401(k) Plan”) as a benefit plan for
employees offering retirement investment options as well as profit sharing with its employees, in the form of matching contributions.
The EDC 401(k) Plan includes, as an investment option, the ability to purchase shares of the Company’s stock which the Plan Administrator
acquires directly from NASDAQ. This plan incorporates the provisions of Section 401(k) of the Internal Revenue Code that allow favorable
tax treatments on investments. The EDC 401(k) Plan is available to all employees that meet specific age and length of service requirements.
The Company’s matching contributions are discretionary and approved at the annual meeting of the EDC 401(k) Plan’s Trustees
and Company’s management. Matching contributions made to the Plan by the Company totaled $ 126,100 and $ 104,000 during the years
ended February 28, 2026 and February 28, 2025, respectively.
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11.
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, a warehouse space in Joplin, Missouri and three leases for office and warehouse space
locally in Tulsa, Oklahoma, all of which qualify as operating leases under ASC 842. Our lessor arrangements include one rental agreement
for warehouse and office space in Tulsa, Oklahoma, and qualify as operating leases under ASC 842.
In
connection with the sale of the Hilti Complex, the Company leased back a portion of the Complex for office and warehouse space. The term
of the lease is 10 years, and the initial lease rate is $ 8.00 per square foot, with 2.5 % annual escalations. The Company also has two
five-year renewal and extension options with 2.5% increases annually in the base rental rate of the preceding year. The Lease also includes
triple-net terms, where the Company and other tenants will be responsible for utilities, insurance, property taxes, and regular maintenance.
Operating
Leases – Lessee
We
recognize an operating lease liability 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 operating lease liabilities. Payments in excess of twelve months are classified as long-term operating
lease liabilities. We also recognize an operating lease right-of-use asset on the balance sheets, valued at the lease liability and adjusted
for prepaid or accrued rent balances existing at the time of initial recognition. The operating lease liability and right-of-use assets
are reduced over the term of the lease as payments are made and the assets are used.
February 28,
2026 2025
Operating lease assets:
Right-of-use assets $ 6,716,100 $ 1,108,100
Operating lease liabilities:
Current lease liabilities $ 1,371,700 $ 697,000
Long-term lease liabilities $ 5,344,400 $ 411,100
Weighted-average remaining lease term (months) 108.9 18.4
Weighted-average discount rate 6.36 % 4.89 %
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.
Year Ended February 28,
2026
2025
Fixed lease costs
$ 1,018,400
$ 790,400
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Future
minimum rental payments under operating leases with initial terms greater than one year as of February 28, 2026, are as follows:
Years ending February 28
2027
$ 1,311,500
2028
884,500
2029
906,600
2030
929,200
2031
952,500
Thereafter
4,766,500
Total future minimum rental payments
9,750,800
Less: imputed interest
( 3,034,700 )
Total operating lease liabilities
$ 6,716,100
Supplemental
cash flow information related to leases is as follows:
Year Ended February 28,
2026
2025
Operating cash flows – operating leases
$ 1,018,400
$ 790,400
Year Ended February 28,
2026
2025
NONCASH TRANSACTIONS
Lease assets obtained in exchange for new lease liabilities
$ 6,338,900
$ 282,800
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. The Company also considered the renewal
options for the operating lease at the Hilti Complex and is not reasonably certain to exercise the renewal options. 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
The
Company also subleases some office and warehouse space in one of its leased facilities.
Future
minimum payments receivable under operating leases was $52,700 to be received during the year-ended February 28, 2027.
The
cost of the leased space was approximately $ 0 as of February 28, 2026, and $ 16,333,900 as of February 28, 2025, respectively. The accumulated
depreciation associated with the leased assets was $ 0 and $ 3,906,700 as of February 28, 2026, and February 28, 2025, respectively. During
the third quarter of fiscal 2024, the Company announced its plans to sell the Hilti Complex and reclassified the land and buildings from
property, plant and equipment to assets held for sale. The leased space was included in this reclassification. During the third quarter
of fiscal 2026, the Company completed the sale and leaseback of the Hilti Complex, which resulted in a net gain of $ 12,243,700 .
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12.
DEBT
Debt
consists of the following:
February 28,
2026
2025
Line of credit
$ -
$ 4,198,100
Floating rate term loan
$ -
$ 16,250,000
Fixed rate term loan
-
10,550,900
Total term debt
-
26,800,900
-
Less current portion
-
( 26,685,500 )
Less debt issue cost
-
( 115,400 )
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 $ 15,000,000 (the “Fixed
Rate Term Loan”), a floating rate term loan in the principal amount of $ 21,000,000 (the “Floating Rate Term Loan”;
together with the Fixed Rate Term Loan, collectively, the “Term Loans”), and a revolving promissory note in the principal
amount up to $ 15,000,000 (the “Revolving Loan” or “Line of Credit”).
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 + 6.00 %, extended the maturity date of the Revolving Loan
to July 11, 2025, and includes a required step down on the Revolving Loan to $ 4,500,000 million by May 31, 2025. The amendment also changed
the maturity dates of the two term loans to September 19, 2025.
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, extended the maturity date of the Revolving Loan to September 19, 2025, increased the Revolving Loan
interest rate on the effective date to SOFR + 8.00 % and added a 2 % deferred interest rate to the Term loans and Revolving Loan.
The
Company’s credit agreement with its lender expired on September 19, 2025, with the balances of our Term Loans and the Revolving
Loan 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 did not waive the specified defaults and reserved all of its rights, powers, privileges and remedies under the credit
agreement, the UCC, and applicable law. Under the credit agreement, the lender had 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 % was added to the existing interest rates defined in the credit agreement.
On
October 27, 2025, upon the completion of the sale of the Hilti Complex, the Company repaid in full all outstanding indebtedness and terminated
all commitments and obligations under its Credit Agreement dated August 9, 2022, between the Company and its Lender. The Company’s
payment, including interest, was approximately $ 30.0 million, which satisfied all of the Company’s debt obligations with the Lender.
The Company did not incur any early termination penalties because of the repayment of indebtedness or termination of the Amended and
Restated Credit Agreement. Further, the Lender waived the additional 2 % default interest charge associated with the Ninth Amendment.
In connection with the repayment of outstanding indebtedness, the Company was released from all security interests, mortgages, liens
and encumbrances under the Amended and Restated Credit Agreement with the Lender.
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13.
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 ratably 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”). The 2019 LTI Plan
established up to 600,000 shares of restricted stock available to be granted to certain members of management based on exceeding specified
net revenues and pre-tax performance metrics during fiscal years 2019, 2020 or 2021. The Company exceeded all defined metrics during
these fiscal years, and 600,000 shares were granted to members of management according to the Plan. The granted shares under the 2019
LTI Plan “cliff vest” after five years from the fiscal year that the defined metrics were exceeded. All remaining shares
under the 2019 Long-Term Incentive Plan vested on February 28, 2025.
A
summary of compensation expense recognized in connection with restricted share awards follows:
Year Ended February 28,
2026
2025
Share-based compensation expense - net of forfeitures
$ -
$ 403,300
14.
STOCK REPURCHASE PLAN
In
April 2008, the Board of Directors authorized us to repurchase up to an additional 1,000,000 shares of our common stock under the plan
initiated in 1998 (“amended 2008 plan”). On February 4, 2019, the Board of Directors replaced the amended 2008 plan with
a new plan which authorized us to repurchase up to 800,000 shares of outstanding common stock in the open market or in privately negotiated
transactions, and to utilize any derivative or similar instrument to effect share repurchase transactions (including without limitation,
accelerated share repurchase contracts, equity forward transactions, equity swap transactions, floor transactions or other similar transactions
or any combination of the foregoing transactions). This plan has no expiration date.
During
fiscal year 2025, the Company purchased 400 shares of treasury stock under the amended 2008 plan. During fiscal year 2026, the Company
purchased 87,837 shares of treasury stock for an average purchase price of $ 1.57 per share, totaling $ 137,900 . The maximum number of
shares that may be repurchased in the future is 288,156 as of February 28, 2026.
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15.
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The
following is a summary of the quarterly results of operations for the years ended February 28, 2026 and February 28, 2025:
Net
Revenues
Gross
Margin
Net
Earnings
(Loss)
Basic
Earnings
(Loss)
Per Share
Diluted
Earnings
(Loss)
Per Share
2026
First quarter
$ 7,106,400
$ 4,137,100
$ ( 1,075,200 )
$ ( 0.13 )
$ ( 0.13 )
Second quarter
4,621,100
2,688,100
( 1,294,700 )
( 0.15 )
( 0.15 )
Third quarter
7,007,800
4,309,700
7,802,100
0.91
0.91
Fourth quarter
4,178,300
2,469,400
( 3,107,000 )
( 0.37 )
( 0.37 )
Total year
$ 22,913,600
$ 13,604,300
$ 2,325,200
$ 0.27
$ 0.27
2025
First quarter
$ 9,993,400
$ 6,459,400
$ ( 1,279,000 )
$ ( 0.15 )
$ ( 0.15 )
Second quarter
6,509,200
3,646,700
( 1,803,400 )
( 0.22 )
( 0.22 )
Third quarter
11,052,100
6,903,900
( 835,700 )
( 0.10 )
( 0.10 )
Fourth quarter
6,636,300
4,017,700
( 1,345,500 )
( 0.16 )
( 0.16 )
Total year
$ 34,191,000
$ 21,027,700
$ ( 5,263,600 )
$ ( 0.63 )
$ ( 0.63 )
16.
BUSINESS SEGMENTS
We
have two reportable segments: PaperPie and Publishing. These reportable segments are business units that offer different methods of distribution
to different types of customers. They are managed separately based on the fundamental differences in their operations. Our PaperPie segment
markets its products through a network of independent Brand Partners using a combination of internet sales, direct sales, home shows,
and book fairs. Our Publishing segment markets its products to retail accounts, which include book, school supply, toy and gift stores,
museums, trade and specialty wholesalers, through commissioned sales representatives, and our internal tele-sales group. See Note 5 for
the impact of our updated Usborne distribution agreement on the Publishing segment.
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.
Information
by industry segment for the years ended February 28, 2026 and February 28, 2025 is set forth below:
NET
REVENUES
Year Ended February 28,
2026 2025
Publishing $ 3,568,900 $ 4,340,700
PaperPie 19,344,700 29,850,300
Total $ 22,913,600 $ 34,191,000
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EARNINGS
(LOSS) BEFORE INCOME TAXES
Year Ended February 28,
2026 2025
Publishing $ 747,800 $ 1,155,400
PaperPie 944,300 1,950,800
Other 3,654,700 ( 9,961,200 )
Total $ 5,346,800 $ ( 6,855,000 )
Publishing
Operating Results
The
following table summarizes the operating results of the Publishing segment for the twelve months ended February 28:
Year Ended February 28,
2026
2025
Net revenues
$ 3,568,900
$ 4,340,700
Cost of goods sold
1,546,200
1,757,300
Gross margin
2,022,700
2,583,400
Operating expenses
Operating and selling
281,300
424,300
Sales commissions
93,700
97,700
General and administrative
899,900
906,000
Total operating expenses
1,274,900
1,428,000
Operating income
$ 747,800
$ 1,155,400
PaperPie
Operating Results
The
following table summarizes the operating results of the PaperPie segment for the twelve months ended February 28:
Year Ended February 28,
2026
2025
Net revenues
$ 19,344,700
$ 29,850,300
Cost of goods sold
7,763,100
11,406,000
Gross margin
11,581,600
18,444,300
Operating expenses
Operating and selling
2,598,700
4,575,400
Sales commissions
6,305,500
9,998,800
General and administrative
1,733,100
1,919,300
Total operating expenses
10,637,300
16,493,500
Operating income
$ 944,300
$ 1,950,800
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Information
for the Other segment above for the years ended February 28, 2026 and February 28, 2025 is set forth below:
OTHER
NON-SEGMENT EARNINGS (LOSS) BEFORE INCOME TAXES
Year Ended February 28,
2026
2025
Operating and selling:
Freight
$ 447,000
$ 668,500
Computer support
135,400
83,400
Operating and selling total
582,400
751,900
General and administrative:
Payroll
4,029,700
4,672,600
Depreciation
1,086,100
1,358,600
Building and warehouse rents
1,162,200
830,900
Outside services
394,600
458,000
Property taxes
210,700
370,300
Dues and subscriptions
256,000
260,200
Property insurance
255,800
242,200
Professional service fees
233,400
238,000
Other
666,600
699,100
General and administrative total
8,295,100
9,129,900
Interest expense
1,478,900
2,188,400
Gain from sale of assets - net
( 12,190,900 )
-
Other income
( 1,820,200 )
( 2,109,000 )
Total other non-segment (earnings) loss before income taxes
$ ( 3,654,700 )
$ 9,961,200
17.
INTEREST RATE EXCHANGE AGREEMENT
The
Company maintains an interest-rate risk-management strategy that uses interest-rate swap instruments 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 $ 18,000,000
of our $ 21,000,000 Floating Rate Term Loan. This swap is utilized to manage interest-rate exposure over the period of the interest-rate
swap and is designated as a highly effective cash-flow hedge. The differential to be paid or received on the swap agreement is accrued
as interest rates change and is recognized in interest expense over the life of the agreement. The swap agreement offsets a corresponding
portion of the amortizing $ 21,000,000 Floating Rate Term Loan, which expires on May 30, 2025 , and has effectively fixed the interest
rate on the offsetting, outstanding balance of the $ 21,000,000 Floating Rate Term Loan at 6.48 %. The notional amount of the swap and
the offsetting, outstanding portion of the term loan was $ 11,250,000 on February 28, 2025. The interest-rate swap contains no credit-risk-related
contingent features and is cross-collateralized by all assets of the Company. The sell of the Hilti Complex enabled the company to repay
all the debt in October 2026.
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 are 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:
February 28,
2026
February 28,
2025
Other current liabilities
$ -
$ 15,400
18.
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 $ 563,600 as of February 28, 2026, and $ 37,000,000 February 28, 2025, respectively.
- The estimated fair value of our term notes payable is estimated by management to approximate $ 0 and $ 26,507,100 as of February 28, 2026 and February 28, 2025, respectively. Management’s estimates are based on the obligations’ characteristics, including floating interest rate, maturity, and collateral.
19.
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 February 28, 2026 or February 28, 2025 are recorded as deferred revenues on the balance sheets. We received
approximately $ 320,500 and $ 491,800 as of February 28, 2026 and February 28, 2025, respectively, in payments for sales orders which were,
or will be, shipped out subsequent to the end of the period.
20.
SUBSEQUENT EVENTS
In
March 2026, the Company executed a new credit agreement with Regent Bank (the Lender). The loan agreement establishes a revolving promissory
note in the principal amount up to $ 2,000,000 . Interest shall be calculated each month on the outstanding borrowings. The credit agreement
was secured by the assets of the Company including accounts receivable, inventory, equipment and excess land. As an additional inducement
to enter into the loan agreement, the Lender required the personal guarantee of Craig White, President and Chief Executive Officer of
the Company.
47
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.