−Removed: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
−Removed: Management ’ s Discussion and Analysis of Financial Condition and Results of Operations contains a discussion of our business,
−Removed: including a general overview of our segments, our results of operations, our liquidity and capital resources, and our quantitative and
−Removed: qualitative disclosures about market risk.
−Removed: following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance.
−Removed: The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of our control.
−Removed: Our actual results
−Removed: could differ materially from those discussed in these forward-looking statements.
−Removed: See “ Cautionary Remarks Regarding Forward
−Removed: Looking Statements ” in the front of this Annual Report on Form 10-K.
−Removed: are the owner and exclusive publisher of Kane Miller children’s books;
+Added: MANAGEMENT’S DISCUSSION AND ANALYSIS
+Added: OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
+Added: This Management ’ s
+Added: Discussion and Analysis of Financial Condition and Results of Operations contain a discussion of our business, including a general overview
+Added: of our segments, our results of operations, our liquidity and capital resources, and our quantitative and qualitative disclosures about
+Added: The following discussion
+Added: contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance.
+Added: The forward-looking statements
+Added: are dependent upon events, risks and uncertainties that may be outside of our control.
+Added: Our actual results could differ materially from
+Added: those discussed in these forward-looking statements.
+Added: See “ Cautionary Remarks Regarding Forward Looking Statements ”
+Added: in the front of this Annual Report on Form 10-K.
+Added: Management Summary
+Added: We are the owner and exclusive
+Added: publisher of Kane Miller children’s books;
Learning Wrap-Ups, maker of educational manipulatives;
−Removed: SmartLab Toys, maker of STEAM-based toys and games.
−Removed: We are also the exclusive United States Multi-Level Marketing (“MLM”)
−Removed: distributor of Usborne Publishing Limited (“Usborne”) children’s books.
−Removed: Significant portions of our product offering
−Removed: and inventory are concentrated with Usborne.
−Removed: Our distribution agreement with Usborne includes annual minimum purchase volumes along with
−Removed: specific payment terms, which, if not met or if payments are not received in a timely manner, offer Usborne the right to terminate the
−Removed: During fiscal 2024 and fiscal 2025, the Company did not meet the minimum purchase volumes and certain payments were not received
+Added: and SmartLab Toys, maker of STEAM-based
+Added: toys and games.
+Added: We are also the exclusive United States Multi-Level Marketing (“MLM”) distributor of Usborne Publishing Limited
+Added: (“Usborne”) children’s books.
+Added: Significant portions of our product offering and inventory are concentrated with Usborne.
+Added: Our distribution agreement with Usborne includes annual minimum purchase volumes along with specific payment terms, which, if not met
+Added: or if payments are not received in a timely manner, offer Usborne the right to terminate the agreement.
+Added: During fiscal 2025 and fiscal
+Added: 2026, the Company did not meet the minimum purchase volumes.
No notification of non-compliance or termination has been received from Usborne.
−Removed: Should termination of the agreement occur, the
−Removed: Company will be allowed, at a minimum, to sell through our remaining Usborne inventory over a period of twelve months following the termination
−Removed: sell our products through two separate divisions, PaperPie and Publishing.
+Added: Should termination of the agreement occur, the Company will be allowed, at a minimum, to sell through our remaining Usborne inventory
+Added: over a period of twelve months following the termination date.
+Added: We sell our products through
+Added: two separate divisions, PaperPie and Publishing.
These two divisions each have their own customer base.
−Removed: PaperPie division markets our complete line of products through a network of independent Brand Partners using a combination of home shows,
−Removed: internet party events, and book fairs.
−Removed: The Publishing division markets Kane Miller, Learning Wrap-Ups, and SmartLab Toys on a wholesale
−Removed: basis to various retail accounts.
−Removed: All other supporting administrative activities are recognized as other expenses outside of our two
−Removed: Other expenses consist primarily of compensation for our office, warehouse, and sales support staff as well as the cost of
−Removed: operating and maintaining our corporate offices, warehouses and distribution facility.
−Removed: PaperPie division uses a multi-level direct selling organizational structure to market our products using independent sales representatives
−Removed: (“Brand Partners”) located throughout the United States.
−Removed: The customer base of PaperPie consists of individual purchasers,
−Removed: as well as schools and public libraries.
−Removed: Revenues are primarily generated through book showings in individual homes, on social media
−Removed: collaboration platforms, through book fairs with school and public libraries, and other in-person events.
−Removed: important factor in the growth of the PaperPie division is the addition of new Brand Partners and the retention of existing Brand Partners.
−Removed: Active Brand Partners (defined as those with sales during the past six months) are primarily responsible for recruiting new Brand Partners.
−Removed: PaperPie entices new recruits by providing joining incentives to new Brand Partners, including discounted products and cash bonus awards
−Removed: based on exceeding certain sales criteria.
−Removed: In addition, our PaperPie division provides our Brand Partners with an extensive operational
−Removed: handbook, valuable training, and an individual website they can customize and use to generate sales.
+Added: The PaperPie division markets
+Added: our complete line of products through a network of independent Brand Partners using a combination of home shows, internet party events,
+Added: and book fairs.
+Added: The Publishing division markets Kane Miller, Learning Wrap-Ups, and SmartLab Toys on a wholesale basis to various retail
+Added: All other supporting administrative activities are recognized as other expenses outside of our two divisions.
+Added: Other expenses
+Added: consist primarily of compensation for our office, warehouse, and sales support staff as well as the cost of operating and maintaining
+Added: our corporate offices, warehouses and distribution facility.
+Added: PaperPie Division
+Added: Our PaperPie division uses
+Added: a multi-level direct selling organizational structure to market our products using independent sales representatives (“Brand Partners”)
+Added: located throughout the United States.
+Added: The customer base of PaperPie consists of individual purchasers, as well as schools and public libraries.
+Added: Revenues are primarily generated through book showings in individual homes, on social media collaboration platforms, through book fairs
+Added: with school and public libraries, and other in-person events.
+Added: An important factor in the
+Added: growth of the PaperPie division is the addition of new Brand Partners and the retention of existing Brand Partners.
+Added: Active Brand Partners
+Added: (defined as those with sales during the past six months) are primarily responsible for recruiting new Brand Partners.
+Added: PaperPie entices
+Added: new recruits by providing joining incentives to new Brand Partners, including discounted products and cash bonus awards based on exceeding
+Added: certain sales criteria.
+Added: In addition, our PaperPie division provides our Brand Partners with an extensive operational handbook, valuable
+Added: 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.
+Added: Brand Partners
New Brand Partners Added During Fiscal Year
Active Brand Partners at End of Fiscal Year
−Removed: PaperPie division’s multi-level marketing organizational structure currently has eight levels of sales representatives, collectively
−Removed: known as Brand Partners:
+Added: Our PaperPie division’s
+Added: multi-level marketing organizational structure currently has eight levels of sales representatives, collectively known as Brand Partners:
+Added: Brand Partners
+Added: Advanced Leaders
+Added: Senior Leaders
Executive Leaders
−Removed: signing up, sales representatives begin as “Brand Partners.” Brand Partners receive “weekly commissions” from
−Removed: each sale they make;
−Removed: the commission rate they receive on each sale is determined by the “order type” assigned to the sale.
−Removed: In addition, Brand Partners receive a monthly sales bonus once their total sales reach an established monthly goal, as well as other
−Removed: awards (called “Level Perks”) for meeting other individual sales and recruiting goals for the month.
−Removed: Brand Partners who recruit
−Removed: a specified number of other Brand Partners into their downline become “Team Leaders.” These downline recruits are known as
−Removed: their “Central Group.” Upon reaching this Team Leader level, Brand Partners become eligible to receive “monthly override
−Removed: payments” which are calculated on sales made by their Central Group and downlines up to two levels below their Central Group.
−Removed: Leaders that recruit and promote other Team Leaders and meet other established criteria are eligible to become “Advanced Leaders.”
−Removed: Advanced Leaders promote a second level Brand Partner, add additional recruits, and meet other established criteria, they become “Senior
−Removed: Leaders,” “Executive Leaders,” “Senior Executive Leaders,” “Directors” or “Senior Directors.”
−Removed: One-time cash bonus payments are awarded at each promotion level above Brand Partner with increasing award amounts at each promotion
−Removed: Executive Leaders and higher receive an additional monthly override payment based upon the sales of their executive group.
−Removed: and higher receive an additional bonus payment if they promote a Team Leader from their Central Group.
−Removed: The maximum override payment a
−Removed: leader can receive is calculated on the sales of their Central Group and three levels below.
−Removed: fiscal year 2025, internet sales continued to be the largest sales channel within our PaperPie division.
−Removed: The use of social media and
−Removed: party plan platforms, such as those available on Facebook, continue to be popular sales tools.
−Removed: These platforms allow Brand Partners to
−Removed: “present” and customers to “attend” online purchasing events from any geographical location.
−Removed: internet orders are primarily received via the Brand Partner’s customized website, which is hosted by the Company.
+Added: Senior Executive Leaders
+Added: Senior Directors
+Added: Upon signing up, sales representatives
+Added: begin as “Brand Partners.” Brand Partners receive “weekly commissions” from each sale they make;
+Added: the commission
+Added: rate they receive on each sale is determined by the “order type” assigned to the sale.
+Added: In addition, Brand Partners receive
+Added: a monthly sales bonus once their total sales reach an established monthly goal, as well as other awards (called “Level Perks”)
+Added: for meeting other individual sales and recruiting goals for the month.
+Added: Brand Partners who recruit a specified number of other Brand Partners
+Added: into their downline become “Team Leaders.” These downline recruits are known as their “Central Group.” Upon reaching
+Added: this Team Leader level, Brand Partners become eligible to receive “monthly override payments” which are calculated on sales
+Added: made by their Central Group and downlines up to two levels below their Central Group.
+Added: Team Leaders that recruit and promote other Team
+Added: Leaders and meet other established criteria are eligible to become “Advanced Leaders.”
+Added: Once Advanced Leaders promote
+Added: a second level Brand Partner, add additional recruits, and meet other established criteria, they become “Senior Leaders,”
+Added: “Executive Leaders,” “Senior Executive Leaders,” “Directors” or “Senior Directors.” One-time
+Added: cash bonus payments are awarded at each promotion level above Brand Partner with increasing award amounts at each promotion level.
+Added: Leaders and higher receive an additional monthly override payment based upon the sales of their executive group.
+Added: Directors and higher
+Added: receive an additional bonus payment if they promote a Team Leader from their Central Group.
+Added: The maximum override payment a leader can
+Added: receive is calculated on the sales of their Central Group and three levels below.
+Added: During fiscal year 2026, internet
+Added: sales continued to be the largest sales channel within our PaperPie division.
+Added: The use of social media and party plan platforms, such as
+Added: those available on Facebook, continue to be popular sales tools.
+Added: These platforms allow Brand Partners to “present” and customers
+Added: to “attend” online purchasing events from any geographical location.
+Added: Customers’ internet
+Added: orders are primarily received via the Brand Partner’s customized website, which is hosted by the Company.
+Added: Brand Partners contact
+Added: hosts or hostesses (collectively “hostess”) who then provide a list of contacts to invite to an online party.
+Added: During the online
+Added: party, the Brand Partner answers attendees’ questions and provides product recommendations.
+Added: These attendees then select desired
+Added: products and place orders via the Brand Partner’s customized website.
+Added: Internet orders are processed through a standard online “shopping
+Added: cart checkout” and the Brand Partner receives sales credit and commission on the transaction.
+Added: All internet orders are shipped directly
+Added: to the end customer.
+Added: The hostess earns discounted products based on the total sales from the attendees at the online party.
Brand Partners
−Removed: contact hosts or hostesses (collectively “hostess”) who then provide a list of contacts to invite to an online party.
−Removed: the online party, the Brand Partner answers attendees’ questions and provides product recommendations.
−Removed: These attendees then select
−Removed: desired products and place orders via the Brand Partner’s customized website.
−Removed: Internet orders are processed through a standard
−Removed: online “shopping cart checkout” and the Brand Partner receives sales credit and commission on the transaction.
−Removed: orders are shipped directly to the end customer.
−Removed: The hostess earns discounted products based on the total sales from the attendees at
−Removed: the online party.
−Removed: Brand Partners use the list of contacts provided by the hostess as additional contacts for future hostess and recruiting
−Removed: opportunities.
−Removed: parties also occur when Brand Partners contact hostesses to hold book shows in their homes.
−Removed: The Brand Partner assists the hostess in
−Removed: setting up the details for the show, makes a presentation at the show, and takes orders for the products.
−Removed: The hostess earns discounted
−Removed: products based on the total sales at the party, including internet orders for those customers who can only attend via online access.
−Removed: These orders are typically shipped to the hostess, who then distributes the products to the end customer.
−Removed: Customer specials are also
−Removed: available when customers, or their party, order above a specified amount.
−Removed: As with online parties, home shows often provide an excellent
−Removed: opportunity to recruit new Brand Partners.
−Removed: net revenues also include sales to schools and libraries through PaperPie Learning.
−Removed: PaperPie Learning is a separate program for eligible
−Removed: Brand Partners which requires certain qualifications and the completion of additional training requirements.
−Removed: The PaperPie Learning program
−Removed: includes book fairs which are held within an organization as the sponsor.
−Removed: The Brand Partner provides promotional materials to introduce
−Removed: our products to parents, who then turn in their orders at a designated time.
−Removed: The book fair program generates discounted products for
−Removed: the sponsoring organization.
−Removed: also generates revenues through various fundraiser programs directed toward schools and community organizations.
−Removed: Reach for the Stars
−Removed: is a pledge-based reading incentive program that provides cash and products to the sponsoring organization, and products for the
−Removed: participating children.
−Removed: An additional fundraising program, Cards for a Cause , offers Brand Partners the opportunity to help members
−Removed: of the community by sharing proceeds from the sale of specific items.
−Removed: Organizations do this by selling a variety box of greeting-type
−Removed: cards and donating a portion of the proceeds to help support their related causes.
−Removed: Publishing division operates in a market that is highly fragmented, with many types of retail companies engaged in selling children’s
−Removed: books and toys.
−Removed: The Publishing division’s customer base includes national book chains, regional and local bookstores, toy and gift
−Removed: stores, school supply stores, and museums.
−Removed: To reach these markets, the Publishing division utilizes a combination of commissioned sales
−Removed: representatives, as well as an in-house sales group located at our headquarters.
−Removed: table below shows the percentage of net revenues from our Publishing division based on market type:
−Removed: Division Net Revenues by Market Type
+Added: use the list of contacts provided by the hostess as additional contacts for future hostess and recruiting opportunities.
+Added: In-person parties also occur
+Added: when Brand Partners contact hostesses to hold book shows in their homes.
+Added: The Brand Partner assists the hostess in setting up the details
+Added: for the show, makes a presentation at the show, and takes orders for the products.
+Added: The hostess earns discounted products based on the
+Added: total sales at the party, including internet orders for those customers who can only attend via online access.
+Added: These orders are typically
+Added: shipped to the hostess, who then distributes the products to the end customer.
+Added: Customer specials are also available when customers, or
+Added: their party, order above a specified amount.
+Added: As with online parties, home shows often provide an excellent opportunity to recruit new
+Added: Brand Partners.
+Added: PaperPie net revenues also
+Added: include sales to schools and libraries through PaperPie Learning.
+Added: PaperPie Learning is a separate program for eligible Brand Partners
+Added: which requires certain qualifications and the completion of additional training requirements.
+Added: The PaperPie Learning program includes book
+Added: fairs which are held within an organization as the sponsor.
+Added: The Brand Partner provides promotional materials to introduce our products
+Added: to parents, who then turn in their orders at a designated time.
+Added: The book fair program generates discounted products for the sponsoring
+Added: organization.
+Added: PaperPie also generates revenues
+Added: through various fundraiser programs directed toward schools and community organizations.
+Added: Reach for the Stars is a pledge-based
+Added: reading incentive program that provides cash and products to the sponsoring organization, and products for the participating children.
+Added: An additional fundraising program, Gathered Goods (2026) , which replaced Cards for a Cause (2025) offers Brand Partners
+Added: the opportunity to help members of the community by sharing proceeds from the sale of specific items.
+Added: Organizations do this by selling
+Added: a variety package of educational items and donating a portion of the proceeds to help support their related causes.
+Added: Publishing Division
+Added: Our Publishing division operates
+Added: in a market that is highly fragmented, with many types of retail companies engaged in selling children’s books and toys.
+Added: The Publishing
+Added: division’s customer base includes national book chains, regional and local bookstores, toy and gift stores, school supply stores,
+Added: To reach these markets, the Publishing division utilizes a combination of commissioned sales representatives, as well as
+Added: an in-house sales group located at our headquarters.
+Added: The table below shows the percentage
+Added: of net revenues from our Publishing division based on market type:
+Added: Publishing Division Net Revenues by Market Type
National chain bookstores
Total net revenues
−Removed: uses a variety of methods to attract potential new customers and maintain current customers.
−Removed: Our employees attend many of the national
−Removed: trade shows held by the book and toy selling industry each year, allowing us to contact potential buyers who may be unfamiliar with our
−Removed: Our marketing strategy targets toy and specialty stores, in addition to bookstores and museum gift shops, through print media
−Removed: advertising in trade publications.
−Removed: In some instances, our products are featured in promotions and catalogs by participation in co-ops
−Removed: with national chain retailers.
−Removed: sales representatives actively target the smaller independent bookstore and gift shop customers.
−Removed: This market has seen continued growth
−Removed: due to a resurgence in the opening of local bookstores, toy stores, and specialty stores across the U.S., coupled with the efforts of
−Removed: both our in-house and outside sales representatives to increase sales to local and independent businesses.
−Removed: Our annual catalogs are mailed
−Removed: out to approximately 4,000 customers and potential customers on a yearly basis.
−Removed: See Publishing Operating Results for discussion of our
−Removed: updated distribution agreement with Usborne.
−Removed: of Operations
−Removed: following table shows our statements of operations data:
+Added: Publishing uses a variety
+Added: of methods to attract potential new customers and maintain current customers.
+Added: Our employees attend many of the national trade shows held
+Added: by the book and toy selling industry each year, allowing us to contact potential buyers who may be unfamiliar with our products.
+Added: Our marketing
+Added: strategy targets toy and specialty stores, in addition to bookstores and museum gift shops, through print media advertising in trade publications.
+Added: In some instances, our products are featured in promotions and catalogs by participation in co-ops with national chain retailers.
+Added: Publishing’s sales representatives
+Added: actively target the smaller independent bookstore and gift shop customers.
+Added: This market has seen continued growth due to a resurgence in
+Added: 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
+Added: sales representatives to increase sales to local and independent businesses.
+Added: References to our online Publishing catalog are mailed out
+Added: to approximately 3,500 customers and potential customers on a yearly basis.
+Added: See Publishing Operating Results for discussion of our updated
+Added: distribution agreement with Usborne.
+Added: Result of Operations
+Added: The following table shows
+Added: our statements of operations data:
Twelve Months Ended
−Removed: February 28 (29),
Product revenues, net of discounts and allowances
7 unchanged sentences
Interest expense
+Added: (14,011,100 )
Earnings (loss) before income taxes
2 unchanged sentences
$ (5,263,600 )
−Removed: the detailed discussion of net revenues, gross margin and operating expenses by reportable segment below:
−Removed: Operating Results
−Removed: operating expenses not associated with a reporting segment were $9.9 million for the fiscal year ended February 28, 2025, compared
−Removed: to $11.3 million for the same period a year ago.
−Removed: Operating expenses decreased $1.4 million primarily as a result of a reduction in labor
−Removed: expenses of $0.9 million, with our warehouse payroll having the largest reduction, plus a $0.7 million decrease in depreciation expense
−Removed: due to the sale of the Company’s old headquarters and classification as assets held for sale of our current headquarters and excess
−Removed: warehouse and machinery and equipment, and a $0.4 million decrease in freight-handling costs associated with a decrease in product revenues
−Removed: prior to discounts and allowances, offset by a $0.4 million increase in building rent due to sale and leaseback of our excess warehouse
−Removed: facility and additional warehouse space in Tulsa and Missouri used to house excess inventory, $0.1 million increase in personal property
−Removed: taxes, and $0.1 million increase in reserve for bad debt due to an increase in long-term and consignment inventory reserves.
−Removed: expense decreased $0.6 million, to $2.2 million for fiscal year ended February 28, 2025, compared to $2.8 million reported for fiscal
−Removed: year ended February 29, 2024, with a $0.3 million decrease due primarily to the paydown of the line of credit required by the bank, and
−Removed: a $0.3 million decrease from the reduction of principle on the two term loans.
−Removed: income decreased $7.3 million, to $2.1 million for fiscal year ended February 28, 2025, compared to $9.4 million reported for fiscal
−Removed: year ended February 29, 2024, due to a $3.8 million decrease of other income related to the Employee Retention Credit received in fiscal
−Removed: 2024, a $4.0 million decrease due to the gain from the sale of the excess warehouse facility recognized in fiscal 2024, and a $0.3 million
−Removed: decrease from the loss associated with the abandonment of the Host Portal IT project, offset by $0.7 million increase in rental income
−Removed: due to the new tenant lease in our headquarters facility that started in the second quarter of fiscal 2025, and a $0.1 million increase
−Removed: related to royalties received from a promotion with Chick-fil-A which used a version of our books to distribute with their kids meals.
−Removed: taxes decreased $1.8 million, to a tax benefit of $1.6 million for the fiscal year ended February 28, 2025, from a tax expense of
−Removed: $0.2 million for the same period a year ago.
−Removed: This decrease was primarily related to the decrease in taxable income for the current fiscal
−Removed: year compared to the prior fiscal year.
−Removed: The effective tax rate decreased by 2.4%, to 23.2% for fiscal year ending February 28, 2025,
−Removed: as compared to 25.6% for fiscal year ended February 29, 2024, primarily due to sales mix fluctuations between states and credits eligible
−Removed: for research and development expenses.
−Removed: Our tax rates are higher than the federal statutory rate of 21% due to the inclusion of state
−Removed: income and franchise taxes.
−Removed: Operating Results
−Removed: following table summarizes the operating results of the PaperPie segment for the twelve months ended February 28 (29):
+Added: See the detailed discussion
+Added: of net revenues, gross margin and operating expenses by reportable segment below:
+Added: Non-Segment Operating Results
+Added: Total operating expenses
+Added: 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
+Added: same period a year ago.
+Added: Operating expenses decreased primarily because of a $0.6 million decrease in labor expense within our warehouse
+Added: operations due to lower number of orders, a decrease of $0.3 million in depreciation due to Lines 1, 2 & 3 moved to ‘Assets
+Added: Held for Sale” in Fiscal 25, as well as a $0.1 million in other various operating expenses.
+Added: Interest expense decreased
+Added: $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
+Added: 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
+Added: all commitments and obligations under its Credit Agreement dated August 9, 2022 between the Company and its Lender.
+Added: Other income increased
+Added: $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
+Added: 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
+Added: from existing tenant leases that were assigned to the buyer with the sale of the Hilti Complex.
+Added: Income taxes increased
+Added: $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
+Added: 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
+Added: allowance adjustment of $1.5 million in the fourth quarter of fiscal 2026 offsetting the Company’s net deferred tax asset position.
+Added: This increase was primarily related to the increase in taxable income for the current fiscal year compared to the prior fiscal year.
+Added: 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
+Added: 28, 2025, primarily due to the valuation adjustment, the sales mix fluctuations between states, and the credits eligible for research
+Added: and development expenses.
+Added: Our tax rates are higher than the federal statutory rate of 21% due to the one-time valuation adjustment and
+Added: inclusion of state income and franchise taxes.
+Added: PaperPie Operating Results
+Added: The following table summarizes
+Added: the operating results of the PaperPie segment for the twelve months ended February 28:
Twelve Months Ended
−Removed: February 28 (29),
Cost of goods sold
6 unchanged sentences
Average number of active Brand Partners
−Removed: net revenues decreased $15.7 million, or 34.4%, to $29.9 million for the fiscal year ended February 28, 2025, when compared with net
−Removed: revenues of $45.6 million reported for the fiscal year ended February 29, 2024.
−Removed: The average number of active Brand Partners in fiscal
−Removed: year 2025 was 12,300, a decrease of 6,000, or 32.8%, from 18,300 in fiscal year 2024.
−Removed: The Company reports the average number of active
−Removed: Brand Partners as a key indicator for this division.
−Removed: The Company saw new Brand Partner recruiting negatively impacted due to several
−Removed: factors including economic factors that include inflation, resulting in high fuel costs and food price increases that continue to impact
−Removed: the disposable income of our customers.
−Removed: Additionally, the Company executed a new distribution agreement with Usborne Publishing Limited
−Removed: in fiscal 2023.
−Removed: This agreement required the rebranding of the direct sales division from Usborne Books & More (“UBAM”)
−Removed: This rebranding was completed in the fourth quarter of fiscal 2023.
−Removed: The reduced sales and uncertainty resulting from the
−Removed: new Usborne distribution agreement increased Brand Partner turnover and negatively impacted new Brand Partner recruits.
−Removed: We expect this
−Removed: impact on sales to continue as inflationary pressures persist.
−Removed: gross margin decreased $11.5 million, or 38.5%, to $18.4 million for the fiscal year ended February 28, 2025, from $29.9 million reported
−Removed: for fiscal year ended February 29, 2024.
−Removed: Gross margin as a percentage of net revenues decreased 3.7% to 61.8% for fiscal year 2025 when
−Removed: compared to 65.5% for fiscal year 2024.
−Removed: The decrease in gross margin as a percentage of net revenues is primarily attributed to increased
−Removed: discounts and promotions offered in fiscal 2025 to spur sales and turn excess inventory into cash, which was used to pay down payables
−Removed: and bank debts.
−Removed: PaperPie operating expenses decreased $9.3 million, or 36.0%, to $16.5 million during the fiscal year ended February 28, 2025, when compared
−Removed: with $25.8 million reported for the fiscal year ended February 29, 2024.
−Removed: Operating and selling expenses decreased $2.6 million, to $4.6
−Removed: million for the fiscal year ended February 28, 2025, from $7.2 million reported in the same period a year ago.
−Removed: These decreased expenses
−Removed: were due to a $1.7 million decrease in shipping costs associated with the decrease in volume of orders shipped, and a decrease of $0.8
−Removed: million in accruals for Brand Partner incentive trip expenses, as well as a $0.1 million decrease in various other expenses.
−Removed: Sales commissions
−Removed: decreased $5.9 million, to $10.0 million during the fiscal year ended February 28, 2025, when compared to $15.9 million reported in the
−Removed: same period a year ago primarily due to the decrease in net revenues.
+Added: PaperPie net revenues decreased
+Added: $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
+Added: reported for the fiscal year ended February 28, 2025.
+Added: The average number of active Brand Partners in fiscal year 2026 was 5,800, a decrease
+Added: of 6,500, or 52.8%, from 12,300 in fiscal year 2025.
+Added: The Company reports the average number of active Brand Partners as a key indicator
+Added: for this division.
+Added: Recruiting and maintaining Brand Partners has been negatively impacted by several factors including inflation, our
+Added: distribution agreement with Usborne whereby Usborne actively sells their products through discounted retailers in the U.S.
+Added: the rebranding of the division in the fourth quarter of fiscal year 2023.
+Added: Inflation was most evident in the increase of food and fuel
+Added: prices, both impacting the disposable income of our target customer base, which is families with small children.
+Added: Sales during fiscal 2026
+Added: continued to be negatively impacted by continuing inflationary pressures and we expect this to continue into the next fiscal year, as
+Added: these pressures persist.
+Added: Historically, when we have experienced these difficult inflationary times, our active brand partner numbers have
+Added: been positively impacted as more families look for non-traditional income streams to offset rising costs of living.
+Added: Recent sales levels have also
+Added: been impacted by the lack of new titles being introduced and certain out-of-stock items due to purchasing restrictions placed on us from
+Added: our lender in the first three quarters of this fiscal year.
+Added: We have begun a conservative plan to place reorders and purchase new titles
+Added: since the sale of the Hilti Complex, the payoff of the revolver and term loans with our bank and subsequent removal of purchasing restrictions.
+Added: The Company is now returning to our past practice of introducing new titles, along with additional enhancements to our PaperPie e-commerce
+Added: and “Backoffice” systems that are expected to create existing Brand Partner excitement and should increase our number of new
+Added: recruits in this division.
+Added: PaperPie gross
+Added: 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
+Added: fiscal year ended February 28, 2025.
+Added: Gross margin as a percentage of net revenues decreased 1.9% to 59.9% for fiscal year 2026 when compared
+Added: to 61.8% for fiscal year 2025.
+Added: The decrease in gross margin as a percentage of net revenues was primarily attributed to increased recruiting
+Added: promotions offered to increase Brand Partner levels and additional discounts offered to customers between the periods to spur sales,
+Added: as well as increased cost of goods from the tariffs implemented by the current administration on our SmartLab Toys product line.
+Added: Total PaperPie operating expenses
+Added: 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
+Added: for the fiscal year ended February 28, 2025.
+Added: Operating and selling expenses decreased $2.0 million, to $2.6 million for the fiscal year
+Added: ended February 28, 2026, from $4.6 million reported in the same period a year ago.
+Added: This decrease relates primarily to a decrease in shipping
+Added: costs associated with the decrease in volume of orders shipped, totaling approximately $1.4 million, as well as a $0.6 million decrease
+Added: in brand partner incentive trip and meeting expenses as fewer brand partners participated in various meetings and earn the trip this year.
+Added: Sales commissions decreased $3.7 million to $6.3 million during the fiscal year ended February 28, 2026, when compared to $10.0 million
+Added: reported in the same period a year ago, primarily due to the decrease in net revenues, which resulted in a decrease of commissions of
+Added: $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,
−Removed: This decrease was due to a $0.4 million decrease in credit card transaction fees and $0.2 million decrease in payroll expenses,
−Removed: both associated with decreased sales volumes, as well as $0.2 million decrease in various other expenses.
−Removed: income of our PaperPie division decreased $2.1 million, or 51.2%, to $2.0 million for the fiscal year ended February 28, 2025, as compared
−Removed: to $4.1 million reported for fiscal year ended February 29, 2024.
−Removed: Operating income for the PaperPie division as a percentage of net revenues
−Removed: for the year ended February 28, 2025 was 6.5%, compared to 9.1% for the year ended February 29, 2024, a decrease of 2.6%.
−Removed: Operating income
−Removed: as a percentage of net revenues changed from the prior year primarily due to the decrease in net revenues due primarily from the reduced
−Removed: number of active brand partners and higher discounts offered to spur sales.
−Removed: Operating Results
−Removed: following table summarizes the operating results of the Publishing segment for the twelve months ended February 28 (29):
+Added: 2025, due primarily to $0.3 million of decreased credit card transaction fees associated with decreased sales volumes offset by a $0.1
+Added: million increase in other various general and administrative expenses.
+Added: Operating income of our PaperPie
+Added: 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
+Added: for fiscal year ended February 28, 2025.
+Added: Operating income for the PaperPie division as a percentage of net revenues for the year ended
+Added: February 28, 2026 was 4.9%, compared to 6.5% for the year ended February 28, 2025, a decrease of 1.6%.
+Added: Operating income as a percentage
+Added: of net revenues changed from the prior year primarily due to the decrease in net revenues from the reduced number of active brand partners
+Added: in addition to higher discounts offered to spur sales, which were both offset by the decrease in operating expenses.
+Added: Publishing Operating Results
+Added: The following table summarizes
+Added: the operating results of the Publishing segment for the twelve months ended February 28:
Twelve Months Ended
−Removed: February 28 (29),
Cost of goods sold
1 unchanged sentence
Operating income
−Removed: Publishing division’s net revenues decreased $1.1 million, or 20.4%, to $4.3 million for fiscal year ended February 28, 2025 from
−Removed: $5.4 million reported for fiscal year ended February 29, 2024.
−Removed: The Publishing divisions net revenues decreased as the new distribution
−Removed: agreement with Usborne does not allow the retail division to sell these products.
−Removed: Retail sales of Usborne products discontinued in the
−Removed: first quarter of fiscal 2024.
−Removed: margin decreased $0.5 million, or 16.1%, to $2.6 million for fiscal year ended February 28, 2025, from $3.1 million reported for fiscal
−Removed: year ended February 29, 2024.
−Removed: Gross margin as a percentage of net revenues increased 2.0%, to 59.5% for fiscal year 2025, compared to
−Removed: 57.5% reported in the same period a year ago mainly due to product mix change.
−Removed: During fiscal 2025, sales of SmartLab Toys increased,
−Removed: which has a lower cost of goods sold than the Usborne product line that was discontinued in fiscal 2024.
−Removed: expenses decreased $0.5 million, or 26.3%, to $1.4 million for fiscal year ended February 28, 2025, from $1.9 million reported for fiscal
−Removed: year ended February 29, 2024.
−Removed: The decrease in operating expenses resulted from the decrease in sales commissions of $0.1 million for
−Removed: EDC Publishing due to lower net revenues and the restructuring of our in-house sales department, a decrease in freight expense of $0.1
−Removed: million associated with lower sales, and a decrease of $0.3 million in payroll expenses.
−Removed: income for the segment remained consistent at $1.2 million for fiscal year ended February 28, 2025 and February 29, 2024.
−Removed: and Capital Resources
−Removed: has a history of profitability and positive cash flow.
−Removed: We typically fund our operations from the cash we generate.
−Removed: During periods of
−Removed: operating losses, EDC will reduce purchases and sell through excess inventory to generate cash flow.
−Removed: The Company expects to reduce current
−Removed: excess inventory levels and use the cash proceeds to offset any future operating losses, and to pay down the revolving line of credit
−Removed: and portions of the term debts with our bank.
−Removed: Available cash has historically been used to pay down the outstanding bank loan balances,
−Removed: for capital expenditures, to pay dividends, and to acquire treasury stock.
−Removed: We utilize a bank credit facility and other term loan borrowings
−Removed: to meet our short-term cash needs, as well as fund capital expenditures, when necessary.
−Removed: As of the end of fiscal year 2025, our revolving
−Removed: bank credit facility loan balance was $4.2 million with $0.6 million of borrowing availability.
−Removed: fiscal year 2025, we experienced positive cash flows from operations of $3,211,700.
+Added: Our Publishing division’s
+Added: 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
+Added: fiscal year ended February 28, 2025.
+Added: The change in net revenues was directly associated with the decrease in overall sales volume offset
+Added: by a slight decrease in discounts.
+Added: Gross margin decreased $0.6
+Added: 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
+Added: 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
+Added: 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
+Added: by the current administration on our SmartLab Toys product line.
+Added: Total operating expenses of
+Added: 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
+Added: for fiscal year ended February 28, 2025.
+Added: The decrease in operating expenses resulted from the decrease in freight expense of $0.1 million
+Added: associated with lower sales.
+Added: Operating income decreased
+Added: $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,
+Added: The decrease in operating income was primarily associated with the decline in net revenues associated with the decrease in gross
+Added: sales in addition to the increase in cost of goods due to the additional tariffs implemented by the current administration on our SmartLab
+Added: Toys product line.
+Added: Liquidity and Capital Resources
+Added: During the past two years
+Added: we have offered higher product discounts to spur sales and experienced increased interest rates on borrowings due to restrictions imposed
+Added: by our lender.
+Added: Prior to this period EDC had a history of profitability and positive cash flow.
+Added: We typically fund our operations from the
+Added: cash we generate.
+Added: During periods of operating losses, EDC will reduce purchases and sell through excess inventory to generate cash flow.
+Added: The Company expects to reduce current excess inventory levels and use the cash proceeds to offset any future operating losses until it
+Added: returns to profitability.
+Added: In addition, the Company sold the real estate it owned, the Hilti Complex, and paid off the revolving line of
+Added: credit and term debts with our bank.
+Added: Available cash has historically been used to pay down the outstanding bank loan balances, for capital
+Added: expenditures, to pay dividends, and to acquire treasury stock.
+Added: During fiscal year 2026, we
+Added: experienced positive cash flows from operations of $2,005,300.
These cash flows resulted from:
−Removed: loss of $5,263,600
−Removed: ● depreciation
−Removed: and amortization expense of $1,724,900
−Removed: ● share-based
−Removed: compensation expense, net of $403,300
−Removed: loss on sale of assets of $321,400
−Removed: for inventory allowance of $144,000
−Removed: for credit losses of $48,000
−Removed: income taxes of $1,129,600
−Removed: in inventories, net of $10,754,100
−Removed: in deferred revenues of $91,700
−Removed: in accounts payable of $2,062,800
−Removed: in accrued salaries and commissions, and other liabilities of $918,400
−Removed: in income taxes payable of $312,500
−Removed: in accounts receivable of $237,100
−Removed: in prepaid expenses and other assets of $168,300
−Removed: used in investing activities was $429,600 for capital expenditures, consisting of $396,200 in new software development costs to add new
−Removed: features to our proprietary systems that PaperPie Brand Partners use to monitor their business and place customer orders and $43,200
−Removed: in building improvements, offset by $9,800 from the sale of machinery and equipment.
−Removed: used in financing activities was $3,083,000, which was comprised of net payments on the line of credit of $1,300,000 and payments on
−Removed: term debt of $1,800,000, offset by $17,000 from other financing activities.
−Removed: Company continues to expect the cash generated from operations, specifically from the reduction of excess inventory, and cash available
−Removed: through our line of credit with our Lender, will provide us with the liquidity we need to support ongoing operations.
−Removed: Cash generated
−Removed: from operations will be used to pay down existing debts with our bank and to purchase replacement inventory and new inventory in order
−Removed: to improve our product offerings.
−Removed: August 9, 2022, the Company executed a Credit Agreement (“Loan Agreement”) with BOKF, NA (“Bank of Oklahoma”
−Removed: or the “Lender”).
−Removed: The Loan Agreement established a fixed rate term loan in the principal amount of $15,000,000 (the “Fixed
−Removed: Rate Term Loan”), a floating rate term loan in the principal amount of $21,000,000 (the “Floating Rate Term Loan”;
−Removed: together with the Fixed Rate Term Loan, collectively, the “Term Loans”), and a revolving promissory note in the principal
−Removed: amount up to $15,000,000 (the “Revolving Loan” or “Line of Credit”).
−Removed: December 22, 2022, the Company executed the First Amendment to our Loan Agreement with the Lender.
−Removed: This amendment clarified the definition
−Removed: of the Fixed Charge Coverage Ratio to exclude dividends paid prior to November 30, 2022, and placed restrictions on acquisitions and
−Removed: cash dividends.
−Removed: May 10, 2023, the Company executed the Second Amendment to our Loan Agreement with the Lender.
−Removed: This amendment waived the fixed charge
−Removed: ratio default which occurred on February 28, 2023 and amended the financial covenant to not require the fixed charge ratio to be measured
−Removed: at May 31, 2023.
−Removed: The Second Amendment also added a cumulative maximum level of fiscal year to date inventory purchases through the expiration
−Removed: of the Revolving Loan Agreement, increased the borrowing rate on the Company’s Revolving Loan to Term SOFR Rate plus 3.5%, required
−Removed: certain swap agreements be executed within 30 days of the amendment, reduced the revolving commitment from $15,000,000 to $14,000,000,
−Removed: effective May 10, 2023, and further reduced the revolving commitment to $13,500,000, effective July 15, 2023, among other items.
−Removed: June 6, 2023, pursuant to its interest rate risk and risk management strategy, the Company entered into a swap transaction (the “Swap
−Removed: Transaction”) with the Lender, which converts a portion of the original $21,000,000 Floating Rate Term Loan from a floating interest
−Removed: rate to a fixed interest rate for the next two years.
−Removed: The Swap Transaction has a notional amount of $18,000,000 through fiscal quarter
−Removed: ending May 31, 2024, and then resets to $13,000,000 through May 30, 2025, while continuing to mirror the amortizing balance of the Floating
−Removed: Rate Term Loan.
−Removed: Under the terms of this agreement, the Company, in effect, has exchanged the floating interest rate of 30-Day Term SOFR
−Removed: Rate at the trade date of June 5, 2023, to a fixed rate of 4.73%.
−Removed: The Swap Transaction commenced on June 7, 2023, with a termination
−Removed: date of May 30, 2025.
−Removed: August 9, 2023, the Company executed the Third Amendment along with a Revised Credit Agreement (“Revised Loan Agreement”)
−Removed: with the Lender.
−Removed: This amendment extended the Revolving Loan maturity date to January 31, 2024 and introduced a stepdown to the Revolving
−Removed: Commitment from $13,500,000, through August 30, 2023;
−Removed: to $10,500,000 through October 30, 2023;
−Removed: to $9,000,000 through November 29, 2023;
−Removed: to $5,000,000 through December 30, 2023;
−Removed: to $4,500,000 through January 30, 2024;
−Removed: and to $4,000,000 on January 31, 2024.
−Removed: The amendment
−Removed: restricted the Company from entering into any new purchase orders and encouraged the Company to use its best efforts to cancel existing
−Removed: purchase orders.
−Removed: The Third Amendment also increased the borrowing rate on the Revolving Loan to 30-Day Term SOFR Rate + 4.50%.
−Removed: Loan Agreement was updated for the changes in the Third Amendment as well as removed the fixed charge ratio and the ability for borrowings
−Removed: to be accelerated before the January 31, 2024 Revolving Loan maturity date.
−Removed: to the Third Amendment, executed on August 9, 2023, the Loan Agreement contained provisions that required the Company to maintain a minimum
−Removed: fixed charge ratio.
−Removed: The Company was in violation of the minimum fixed charge ratio covenant as of February 28, 2023, for which the Company
−Removed: obtained a written waiver of compliance from the Lender and was not required to measure the fixed charge ratio as of May 31, 2023.
−Removed: with the execution of the Third Amendment to the Loan Agreement, the Loan Agreement was modified to incorporate the changes outlined
−Removed: in the Third Amendment and the fixed charge ratio covenant was removed, as well as the Lender’s right to accelerate the maturities
−Removed: of the Fixed Rate Term Loan and Floating Rate Term Loan due to the fixed charge ratio covenant.
−Removed: November 30, 2023, the Company executed the Fourth Amendment to the Credit Agreement (“Amendment”) with the Lender.
−Removed: The Amendment,
−Removed: effective December 1, 2023, increased the Revolving Loan commitment to $8,000,000 and extended the maturity date to May 31, 2024.
−Removed: Amendment also required the Company to list the Hilti Complex for sale, allowed the Company to execute additional purchase orders, subject
−Removed: to the lender’s approval and conditions, not to exceed $2,100,000 between December 1, 2023 and March 31, 2024, among other items.
−Removed: June 13, 2024, the Company executed the Fifth Amendment to the Existing Credit Agreement with the Lender.
−Removed: The Amendment, effective May
−Removed: 31, 2024, adjusts the maximum availability of the Revolving Loan commitment to $7,000,000 through the maturity date of October 4, 2024.
−Removed: The Amendment also requires an additional decrease in the Revolving Loan to $4,500,000.
−Removed: October 7, 2024, the Company executed the Sixth Amendment to the Existing Credit Agreement with the Lender.
−Removed: The Amendment, effective
−Removed: October 3, 2024, extended the maturity date to January 4, 2025 and includes required step downs on the Revolving Loan to $5,500,000 by
−Removed: November 30, 2024.
−Removed: January 13, 2025, the Company executed the Seventh Amendment to the Existing Credit Agreement with the Lender.
−Removed: The Amendment, effective
−Removed: January 4, 2025, adjusted the maximum availability of the Revolving Loan commitment to $4,750,000 through the maturity date of April
−Removed: April 16, 2025, the Company executed the Eighth Amendment to the Existing Credit Agreement with the Lender.
−Removed: The Amendment, effective
−Removed: April 4, 2025, increases the Revolving Loan interest rate on the effective date to SOFR + 6.00%, extends the maturity date of the Revolving
−Removed: Loan to July 11, 2025, and includes a required step down on the Revolving Loan to $4,500,000 million by May 31, 2025.
−Removed: The Amendment also
−Removed: redefined the maturity dates of the two term loans to September 19, 2025 (see Note 20 of the notes to the financial statements).
−Removed: credit under the current $4,750,000 revolving line of credit with the Company’s Lender was approximately $551,900 at February 28,
−Removed: of the Revised Loan Agreement include:
−Removed: Term Loans on 20-year amortization with original 5-year maturity date of August 9, 2027, revised to September 19, 2025.
−Removed: Note 12 and Note 20 of the financial statements for additional information.
−Removed: Million Fixed Rate Term Loan bears interest at a fixed rate per annum equal to 4.26%
−Removed: Million Floating Rate Term Loan bears interest at a rate per annum equal to Term SOFR Rate + 1.75%
−Removed: Million Revolving Loan with maturity date of July 11, 2025.
−Removed: The Revolving Loan bears interest at a rate per annum equal to Term SOFR
−Removed: Rate + 5.50% (effective rate was 9.85% at February 28, 2025), revised to SOFR + 6% effective April 4, 2025.
−Removed: (v) Revolving
−Removed: Loan allows for Letters of Credit upon bank approval (none were outstanding at February 28, 2025)
−Removed: and Uncertainties
−Removed: accordance with ASC 205-40, Going Concern , the Company has evaluated whether there are conditions and events considered in the
−Removed: aggregate that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date
−Removed: the financial statements are issued.
−Removed: short-term duration of the revolving and term loans and uncertainty of the bank’s ongoing support beyond July 11, 2025, along with
−Removed: recurring operating losses and other items, raise substantial doubt over the Company’s ability to continue as a going concern.
−Removed: these concerns, the Company has taken steps in its plans to reduce debt by selling owned real estate.
−Removed: The proceeds from the sale are
−Removed: expected to pay off the Term Loans and Revolving Loan.
−Removed: Following the loan payoff, management plans to fund ongoing operations with limited
−Removed: borrowings through local banks or other financing sources.
−Removed: In addition, management’s plans include reducing inventory, which will
−Removed: generate free cash flows, and building the active PaperPie Brand Partners to pre-pandemic levels.
−Removed: Although there is no guarantee these
−Removed: plans will be successful, management believes these plans, if achieved, will alleviate the substantial doubt about continuing as a going
−Removed: concern and generate sufficient liquidity to meet our obligations as they become due over the next twelve months.
−Removed: are a smaller reporting company and are not required to provide this information.
−Removed: Sheet Arrangements
−Removed: of February 28, 2025, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material
−Removed: effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
−Removed: Company experiences increased sales in the Fall season along with increased sales during the Easter holiday season.
−Removed: Historically, we
−Removed: have experienced an increase in inventory during the Summer in anticipation for the Fall increase in sales.
−Removed: We do not expect inventory
−Removed: to increase in fiscal year 2026 as we continue to sell-down excess inventory.
−Removed: Accounting Policies
−Removed: discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been
−Removed: prepared in accordance with accounting principles generally accepted in the United States.
−Removed: The preparation of these financial statements
−Removed: requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related
−Removed: disclosures of contingent assets and liabilities.
−Removed: On an on-going basis, we evaluate our estimates, including those related to our valuation
−Removed: of inventory, provision for credit losses, allowance for sales returns, long-lived assets, and deferred income taxes.
−Removed: We base our estimates
−Removed: on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of
−Removed: which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other
−Removed: results may materially differ from these estimates under different assumptions or conditions.
−Removed: Historically, however, actual results have
−Removed: not differed materially from those determined using required estimates.
−Removed: Our significant accounting policies are described in the notes
−Removed: accompanying the financial statements included elsewhere in this report.
−Removed: However, we consider the following accounting policies to be
−Removed: significantly more dependent on the use of estimates and assumptions.
−Removed: account for share-based compensation whereby share-based payment transactions with employees, such as stock options and restricted stock,
−Removed: are measured at estimated fair value at the date of grant.
−Removed: For awards subject to service conditions, compensation expense is recognized
−Removed: over the vesting period on a straight-line basis.
−Removed: Awards subject to performance conditions are attributed separately for each vesting
−Removed: tranche of the award and are recognized ratably from the service inception date to the vesting date for each tranche.
−Removed: Forfeitures are
−Removed: recognized when they occur.
−Removed: Any cash dividends declared after the restricted stock award is issued, but before the vesting period is
−Removed: completed, will be reinvested in Company shares at the opening trading price on the dividend payment date.
−Removed: Shares purchased with cash
−Removed: dividends will also retain the same restrictions until the completion of the original vesting period associated with the awarded shares.
−Removed: restricted share awards under the 2019 Long-Term Incentive Plan (“2019 LTI Plan”) and 2022 Long-Term Incentive Plan (“2022
−Removed: LTI Plan”) contain both service and performance conditions.
−Removed: The Company recognizes share-based compensation expense only for the
−Removed: portion of the restricted share awards that are considered probable of vesting.
−Removed: Shares are considered granted, and the service inception
−Removed: date begins, when a mutual understanding of the key terms and conditions between the Company and the employee has been established.
−Removed: fair value of these awards is determined based on the closing price of the shares on the grant date.
−Removed: The probability of restricted share
−Removed: awards granted with future performance conditions is evaluated at each reporting period and compensation expense is adjusted based on
−Removed: the probability assessment.
−Removed: fiscal years 2025 and 2024, the Company recognized $0.4 million and $0.2 million, respectively, of compensation expense associated with
−Removed: the shares granted.
−Removed: associated with product orders are recognized and recorded when products are shipped.
+Added: net gain of $2,325,200
+Added: Adjusted for:
+Added: depreciation and amortization expense of $1,391,700
+Added: Deferred income taxes of $2,536,100
+Added: impairment on assets held for sale of $287,100
+Added: provision for inventory allowance of $144,000
+Added: provision for credit losses of $36,000
+Added: net gain on sale of assets of $12,190,900
+Added: Positively impacted by:
+Added: decrease in inventories, net of $6,884,200
+Added: decrease in accounts receivable of $1,228,700
+Added: Increase in income taxes payable of $685,900
+Added: decrease in prepaid expenses and other assets of $297,800
+Added: Negatively impacted by:
+Added: decrease in accrued salaries and commissions, and other liabilities of $1,288,200
+Added: decrease in deferred revenues of $171,300
+Added: decrease in accounts payable of $161,000
+Added: Cash provided by investing
+Added: 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,
+Added: offset by $378,200 in software upgrades to our proprietary systems that our PaperPie Brand Partners use to monitor their business and
+Added: place customer orders and $164,600 in building improvements in Assets Held for Sale.
+Added: Cash used in financing activities
+Added: 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
+Added: to acquire treasury stock, offset by cash received of $20,200 from the sale of treasury stock.
+Added: The Company continues to expect
+Added: the cash generated from operations, specifically from the reduction of excess inventory, will provide us with the liquidity we need to
+Added: support ongoing operations.
+Added: Additionally, subsequent to the fiscal year end, we obtained a $2,000,000 line of credit from a new lender
+Added: to fund any short-term cash flow needs.
+Added: Cash generated from operations will be used to acquire new inventory and pay down any short-term
+Added: borrowings we expect to obtain.
+Added: Contractual Obligations
+Added: We are a smaller reporting company and are not
+Added: required to provide this information.
+Added: Off-Balance Sheet Arrangements
+Added: As of February 28, 2026, we
+Added: had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial
+Added: condition, results of operations, liquidity, capital expenditures or capital resources.
+Added: The Company experiences increased
+Added: 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
+Added: Historically, we have experienced an increase in inventory during the Summer in anticipation for the Fall increase in sales.
+Added: Critical Accounting Policies
+Added: Our discussion and analysis
+Added: of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with
+Added: accounting principles generally accepted in the United States.
+Added: The preparation of these financial statements requires us to make estimates
+Added: and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets
+Added: and liabilities.
+Added: On an on-going basis, we evaluate our estimates, including those related to our valuation of inventory, provision for
+Added: credit losses, allowance for sales returns, long-lived assets, and deferred income taxes.
+Added: We base our estimates on historical experience
+Added: and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making
+Added: judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
+Added: Actual results may materially
+Added: differ from these estimates under different assumptions or conditions.
+Added: Historically, however, actual results have not differed materially
+Added: from those determined using required estimates.
+Added: Our significant accounting policies are described in the notes accompanying the financial
+Added: statements included elsewhere in this report.
+Added: However, we consider the following accounting policies to be significantly more dependent
+Added: on the use of estimates and assumptions.
+Added: We have both lessee and lessor
+Added: arrangements.
+Added: Our lessee arrangements include six rental agreements where we have the exclusive use of dedicated office space in San Diego,
+Added: California, Ogden, Utah, a warehouse space in Joplin, Missouri and three leases for office and warehouse space locally in Tulsa, Oklahoma,
+Added: all of which qualify as operating leases under ASC 842.
+Added: Our lessor arrangements include one rental agreement for warehouse and office
+Added: space in Tulsa, Oklahoma, and qualify as operating leases under ASC 842.
+Added: We recognize an operating
+Added: lease liability on the balance sheets for each lease based on the present value of remaining minimum fixed rental payments (which includes
+Added: payments under any renewal option that we are reasonably certain to exercise), using a discount rate that approximates the rate of interest
+Added: we would have to pay to borrow on a collateralized basis over a similar term.
+Added: Expected payments in the next twelve months are classified
+Added: as current operating lease liabilities.
+Added: Payments in excess of twelve months are classified as long-term operating lease liabilities.
+Added: also recognize an operating lease right-of-use asset on the balance sheets, valued at the lease liability and adjusted for prepaid or
+Added: accrued rent balances existing at the time of initial recognition.
+Added: The operating lease liability and right-of-use assets are reduced over
+Added: the term of the lease as payments are made and the assets are used.
+Added: The Company assesses its leases
+Added: to determine whether it is reasonably certain that these renewal options will be exercised.
+Added: In general, most of the office space outside
+Added: of Tulsa, Oklahoma is associated with remote employees.
+Added: Their continued employment determines the need for this space.
+Added: Much of the warehouse
+Added: space outside of the Hilti Complex is used to store non-current inventory.
+Added: As the Company sells down excess inventory, less outside space
+Added: will be needed, and any renewals will be for less space.
+Added: The Company also considered the renewal options for the operating lease at the
+Added: Hilti Complex and is not reasonably certain to exercise the renewal options.
+Added: Accordingly, the renewal options are not included in the
+Added: calculation of its right-of-use assets and lease liabilities, as the Company does not believe that it is reasonably certain that these
+Added: renewal options will be exercised.
+Added: Revenue Recognition
+Added: Sales associated with product
+Added: orders are recognized and recorded when products are shipped.
Products are shipped FOB-Shipping Point.
−Removed: sales are generally paid at the time the product is ordered.
−Removed: Sales which have been paid for but not shipped are classified as deferred
−Removed: revenue on the balance sheet.
−Removed: Sales associated with consignment inventory are recognized when reported and payment associated with the
−Removed: sale has been remitted.
−Removed: Transportation revenue represents the amount billed to the customer for shipping the product and is recorded
−Removed: when the product is shipped.
−Removed: allowances for sales returns are recorded as sales are recognized.
−Removed: Management uses a moving average calculation to estimate the allowance
−Removed: for sales returns.
−Removed: We are not responsible for a product damaged in transit.
−Removed: Damaged returns are primarily received from the retail customers
−Removed: of our Publishing division.
−Removed: This damage occurs in the stores, not in shipping to the stores, and we typically do not offer credit for
−Removed: damaged returns.
+Added: PaperPie’s sales are generally
+Added: paid at the time the product is ordered.
+Added: Sales which have been paid for but not shipped are classified as deferred revenue on the balance
+Added: Sales associated with consignment inventory are recognized when reported and payment associated with the sale has been remitted.
+Added: Transportation revenue represents the amount billed to the customer for shipping the product and is recorded when the product is shipped.
+Added: Estimated allowances for sales
+Added: returns are recorded as sales are recognized.
+Added: Management uses a moving average calculation to estimate the allowance for sales returns.
+Added: We are not responsible for product getting damaged in transit.
+Added: Damaged returns are primarily received from the retail customers of our
+Added: Publishing division.
+Added: This damage occurs in the stores, not in shipping to the stores, and we typically do not offer credit for damaged
It is an industry practice to accept non-damaged returns from retail customers.
−Removed: Management has estimated and included
−Removed: a reserve for sales returns of $0.2 million for the fiscal years ended February 28, 2025 and February 29, 2024.
−Removed: for Credit Losses
−Removed: maintain an allowance for estimated losses resulting from the inability of our customers to make required payments and a reserve for
−Removed: vendor share markdowns, when applicable (collectively “credit losses”).
−Removed: An estimate of uncollectible amounts is made by management
−Removed: based upon historical bad debts, current customer receivable balances, age of customer receivable balances, customers’ financial
−Removed: conditions and current economic trends.
−Removed: Management has estimated and included an allowance for credit losses of $0.1 million for the
−Removed: fiscal years ended February 28, 2025 and February 29, 2024, respectively.
−Removed: inventory contains approximately 2,000 titles, each with different rates of sale depending upon the nature and popularity of the title.
−Removed: 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
−Removed: Most of our products are printed in China, Europe, Singapore, India, Malaysia, and Dubai typically resulting in a four- to
−Removed: eight-month lead-time to have a title printed and delivered to us.
−Removed: inventory is maintained in a non-current classification.
+Added: Management has estimated and included a reserve
+Added: for sales returns of $0.2 million for the fiscal years ended February 28, 2026 and February 28, 2025.
+Added: Our inventory contains approximately
+Added: 2,000 titles, each with different rates of sale depending upon the nature and popularity of the title.
+Added: Almost all of our product line
+Added: is saleable as the products are not topical in nature and remain current in content today as well as in the future.
+Added: Most of our products
+Added: are printed in China, Europe, Singapore, India, Malaysia, and Dubai typically resulting in a four- to eight-month lead-time to have a
+Added: title printed and delivered to us.
+Added: Certain inventory is maintained in
+Added: a non-current classification.
Management continually estimates and calculates the amount of non-current inventory.
−Removed: Noncurrent inventory arises due to occasional purchases of titles in quantities in excess of what will be sold within the normal operating
−Removed: cycle, due to the minimum order requirements of our suppliers, as well as reduced sales volumes.
−Removed: Noncurrent inventory is estimated by
−Removed: management using an anticipated turnover ratio by title, based primarily on historical trends.
−Removed: Inventory in excess of 2½ years
−Removed: of anticipated sales is classified as noncurrent inventory.
−Removed: These inventory quantities have additional exposure for storage damages,
−Removed: aging of topical related content, and associated issues, and therefore have higher obsolescence reserves.
−Removed: Noncurrent inventory balances
−Removed: prior to valuation allowances were $16.3 million and $12.3 million at February 28, 2025 and February 29, 2024, respectively.
−Removed: inventory valuation allowances were $0.7 million at February 28, 2025 and $0.6 million at February 29, 2024.
−Removed: Partners that meet certain eligibility requirements may request and receive inventory on consignment.
−Removed: We believe allowing our Brand Partners
−Removed: to have consignment inventory greatly increases their ability to be successful in making effective presentations at home shows, book
−Removed: fairs, and other events;
−Removed: in summary, having consignment inventory leads to additional sales opportunities.
−Removed: Approximately 17.3% of our
−Removed: active Brand Partners maintained consignment inventory at the end of fiscal year 2025.
−Removed: Consignment inventory is stated at cost, less
−Removed: an estimated reserve for consignment inventory that is not expected to be sold or returned to the Company.
−Removed: The total cost of inventory
−Removed: on consignment with Brand Partners was $1.3 million and $1.4 million at February 28, 2025 and February 29, 2024, respectively.
−Removed: are presented net of a valuation allowance, which includes reserves for inventory obsolescence and reserves for consigned inventory that
−Removed: is not expected to be sold or returned to the Company.
−Removed: Management estimates the inventory obsolescence allowance for both current and
−Removed: noncurrent inventory, which is based on management’s identification of slow-moving inventory.
−Removed: Management has estimated a valuation
−Removed: allowance for both current and noncurrent inventory, including the reserve for consigned inventory, of $1.2 million at February 28, 2025,
−Removed: and $1.0 million at February 29, 2024.
−Removed: Accounting Pronouncements
−Removed: the New Accounting Pronouncements section of Note 1 to our financial statements, included in Part IV, Item 15 of this report, for further
−Removed: details of recent accounting pronouncements.
−Removed: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
−Removed: are a smaller reporting company and are not required to provide this information.
−Removed: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
−Removed: information required by Item 8 begins at page 28.
−Removed: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
+Added: Noncurrent inventory
+Added: arises due to occasional purchases of titles in quantities in excess of what will be sold within the normal operating cycle, due to the
+Added: minimum order requirements of our suppliers, as well as reduced sales volumes.
+Added: Noncurrent inventory is estimated by management using
+Added: an anticipated turnover ratio by title, based primarily on historical sales.
+Added: Inventory in excess of 2½ years of anticipated sales
+Added: is classified as noncurrent inventory.
+Added: These inventory quantities have additional exposure for storage damages, aging of topical related
+Added: content, and associated issues, and therefore have higher obsolescence reserves.
+Added: Noncurrent inventory balances prior to valuation allowances
+Added: were $21.1 million and $16.3 million at February 28, 2026 and February 28, 2025, respectively.
+Added: Noncurrent inventory valuation allowances
+Added: were $0.8 million at February 28, 2026 and $0.7 million at February 28, 2025.
+Added: Brand Partners that meet certain
+Added: eligibility requirements may request and receive inventory on consignment.
+Added: We believe allowing Brand Partners to have consignment inventory
+Added: greatly increases their ability to be successful in making effective presentations at home shows, book fairs, and other events;
+Added: having consignment inventory leads to additional sales opportunities.
+Added: Approximately 21.6% of our active Brand Partners maintained consignment
+Added: inventory at the end of fiscal year 2026.
+Added: Consignment inventory is stated at cost, less an estimated reserve for consignment inventory
+Added: that is not expected to be sold or returned to the Company.
+Added: The total cost of inventory on consignment with Brand Partners was $1.1 million
+Added: and $1.3 million at February 28, 2026 and February 28, 2025, respectively.
+Added: Inventories are presented
+Added: net of a valuation allowance, which includes reserves for inventory obsolescence and reserves for consigned inventory that is not expected
+Added: to be sold or returned to the Company.
+Added: Management estimates the inventory obsolescence allowance for both current and noncurrent inventory,
+Added: which is based on management’s identification of slow-moving inventory.
+Added: Management has estimated a valuation allowance for both
+Added: current and noncurrent inventory, including the reserve for consigned inventory, of $1.2 million at both February 28, 2026 and February
+Added: New Accounting Pronouncements
+Added: See the New Accounting Pronouncements
+Added: section of Note 1 to our financial statements, included in Part IV, Item 15 of this report, for further details of recent accounting pronouncements.
+Added: QUANTITATIVE AND QUALITATIVE
+Added: DISCLOSURES ABOUT MARKET RISK
+Added: We are a smaller reporting
+Added: company and are not required to provide this information.
+Added: FINANCIAL STATEMENTS AND
+Added: SUPPLEMENTARY DATA
+Added: The information required by
+Added: Item 8 begins at page 24.
+Added: CHANGES IN AND DISAGREEMENTS
+Added: WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.