Tag: Form

Factors Affecting Forward-Looking Statements

The following discussion contains forward-looking statements that reflect our
future plans, estimates, beliefs and expected performance. The forward-looking
statements are dependent upon events, risks and uncertainties that may be
outside our control. Our actual results could differ materially from those
discussed in these forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, our success in
recruiting and retaining new consultants, our ability to locate and procure
desired books, our ability to ship the volume of orders that are received
without creating backlogs, our ability to obtain adequate financing for working
capital and capital expenditures, economic and competitive conditions,
regulatory changes and other uncertainties, the COVID-19 pandemic, as well as
those factors discussed below and elsewhere in our Annual Report on Form 10-K
for the year ended February 28, 2022 and this Quarterly Report on Form 10-Q, all
of which are difficult to predict. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed may or may not occur. See
"Cautionary Remarks Regarding Forward-Looking Statements" in the front of this
Quarterly Report on Form 10-Q.



Overview



We are the 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 inventory purchases
are concentrated with Usborne. Our distribution agreement includes annual
minimum purchase volumes along with specific payment terms, which if not met or
payments are not received timely may result in termination of the agreement.
Should termination of the agreement occur, the Company will be allowed, at a
minimum, to sell through their remaining Usborne inventory over the twelve
months following the termination date. We operate two separate segments, UBAM
and Publishing, to sell our products. These two segments each have their own
customer base. The UBAM segment markets our complete line of products through a
network of independent sales consultants using a combination of home shows,
internet party plan events and book fairs. The Publishing segment 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 segments. Other expenses consist primarily
of the compensation of our office, warehouse and sales support staff as well as
the cost of operating and maintaining our corporate office and distribution
facility.

The following table shows our condensed statements of operations data:

                                                Three Months Ended                 Nine Months Ended
                                                   November 30,                       November 30,
                                               2022             2021             2022             2021
Net revenues                               $ 30,269,400     $ 45,112,300     $ 72,848,700     $ 118,914,600
Cost of goods sold                           11,041,400       13,897,300       25,832,600        36,426,000
Gross margin                                 19,228,000       31,215,000    

47,016,100 82,488,600

Operating expenses
Operating and selling                         5,397,300        7,354,500       12,966,700        19,037,000
Sales commissions                             8,982,300       14,515,500       21,489,800        37,587,400
General and administrative                    4,635,700        5,915,000       13,037,500        15,847,900
Total operating expenses                     19,015,300       27,785,000       47,494,000        72,472,300

Interest expense                                600,600          228,300        1,516,900           609,800
Other income                                   (389,100 )       (400,900 )     (1,175,600 )      (1,514,800 )
Earnings (loss) before income taxes               1,200        3,602,600         (819,200 )      10,921,300

Income taxes                                        300          956,000         (234,000 )       2,938,400
Net earnings (loss)                        $        900     $  2,646,600     $   (585,200 )   $   7,982,900

See the detailed discussion of revenues, gross margin and general and
administrative expenses by reportable segment below. The following is a
discussion of significant changes in the non-segment related general and
administrative expenses, other income and expenses and income taxes during the
respective periods.

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Non-Segment Operating Results for the Three Months Ended November 30, 2022

Total operating expenses not associated with a reporting segment decreased $1.3
million, or 24.5{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to $4.0 million for the three-month period ended November 30,
2022, when compared to $5.3 million for the same quarterly period a year ago.
Operating expenses decreased primarily as a result of a $0.8 million decrease in
labor expenses, primarily within our warehouse operations, and a $0.3 million
decrease in freight handling expenses, both resulting from a decrease in gross
sales, along with a decrease of $0.2 million in other various cost changes.

Interest expense increased $0.4 million, or 200.0{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to $0.6 million for the
three months ended November 30, 2022, when compared to $0.2 million for the same
quarterly period a year ago, due to increased borrowings with our Lenders
primarily associated with inventory and increases in floating interest rates.

Income taxes decreased $1.0 million, or 100.0{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to $0.0 million for the three
months ended November 30, 2022, from $1.0 million for the same quarterly period
a year ago, resulting from a decrease in gross sales. Our effective tax rate
decreased to 25.0{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf} for the quarter ended November 30, 2022, from 26.5{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf} for the
quarter ended November 30, 2021 due primarily to sales mix fluctuations between
states. Our tax rates are higher than the federal statutory rate of 21{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf} due to
the inclusion of state income and franchise taxes.

Non-Segment Operating Results for the Nine Months Ended November 30, 2022

Total operating expenses not associated with a reporting segment decreased $2.7
million, or 19.3{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to $11.3 million for the nine-month period ended November 30,
2022, when compared to $14.0 million for the same period a year ago. Operating
expenses decreased primarily as a result of a reduction in labor expenses of
$2.1 million, primarily within our warehouse operations, and a decrease in
freight handling costs of $0.8 million, both associated with a decrease in gross
sales. Other various expenses in this segment decreased by $0.1 million. These
expense reductions were offset by a $0.3 million increase in depreciation
expense primarily driven by last year's addition of two new pick/pack/ship
lines.

Interest expense increased $0.9 million, or 150.0{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to $1.5 million for the nine
months ended November 30, 2022, when compared to $0.6 million for the same
period a year ago, due to increased borrowings with our Lenders primarily
associated with inventory and increases in floating interest rates.

Income taxes decreased $3.1 million, or 106.9{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to a tax benefit of $0.2 million
for the nine months ended November 30, 2022, from a tax expense of $2.9 million
for the same period a year ago, primarily resulting from operating losses
experienced during our fiscal 2023 second quarter. Our effective tax rate
increased to 28.6{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf} for the nine months ended November 30, 2022, from 26.9{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf} for
the nine months ended November 30, 2021 due to sales mix fluctuations between
states. Our tax rates are higher than the federal statutory rate of 21{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf} due to
the inclusion of state income and franchise taxes.

UBAM Operating Results for the Three and Nine Months Ended November 30, 2022

The following table summarizes the operating results of the UBAM segment:

                                                 Three Months Ended                  Nine Months Ended
                                                    November 30,                       November 30,
                                               2022             2021              2022              2021
Gross sales                                $ 31,925,700     $  50,232,200     $  77,068,300     $ 132,557,400
Less discounts and allowances                (8,664,100 )     (12,891,300 )     (21,317,300 )     (35,767,700 )
Transportation revenue                        2,191,100         4,056,900         5,650,700        11,743,100
Net revenues                                 25,452,700        41,397,800        61,401,700       108,532,800

Cost of goods sold                            8,372,000        11,961,700        19,619,400        30,848,200
Gross margin                                 17,080,700        29,436,100        41,782,300        77,684,600

Operating expenses
Operating and selling                         4,318,700         6,069,000        10,264,900        15,628,600
Sales commissions                             8,777,900        14,351,100        20,986,600        37,147,000
General and administrative                      964,300         1,480,000         2,481,700         3,932,600
Total operating expenses                     14,060,900        21,900,100        33,733,200        56,708,200

Operating income                           $  3,019,800     $   7,536,000     $   8,049,100     $  20,976,400

Average number of active consultants             27,100            41,500            28,700            47,300




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UBAM Operating Results for the Three Months Ended November 30, 2022

UBAM net revenues decreased $15.9 million, or 38.4{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to $25.5 million during the
three months ended November 30, 2022, when compared to $41.4 million during the
same period a year ago. The average number of active consultants in the third
quarter of fiscal 2023 was 27,100, a decrease of 14,400, or 34.7{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, from 41,500
average active consultants selling in the third quarter of fiscal 2022. Our
consultant numbers have declined due to consultants returning to full-time
employment, as well as families experiencing children returning to the
classroom, therefore requiring less learning from home materials than they had
in the prior year. We also saw new consultant recruiting negatively impacted by
the recent change in our distribution agreement with Usborne Publishing Limited.
The new agreement created a level of uncertainty with our consultants until we
were able to effectively communicate the continuation of our relationship within
the Direct Sales division. In addition, sales during the third quarter of fiscal
2023 continued to be negatively impacted by recent record inflation, resulting
in high fuel cost and food price increases that continues to impact the
disposable income of our customers. We expect this impact on sales to continue
as inflationary pressures persist. Historically, when we have experienced these
difficult inflationary times, our active consultant numbers have been positively
impacted as more families look for non-traditional income streams to offset
rising costs of living.



Gross margin decreased $12.3 million, or 41.8{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to $17.1 million during the
three months ended November 30, 2022, when compared to $29.4 million during the
same period a year ago. Gross margin as a percentage of net revenues for the
three months ended November 30, 2022 decreased to 67.1{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, compared to 71.1{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf} the
same period a year ago. The decrease in gross margin as a percentage of net
revenues is primarily attributed to higher discounts being offered to induce
sales impacting margins by approximately $0.4 million, rising ocean freight
costs on inbound inventory totaling approximately $0.3 million and reduced
purchasing volume discounts/rebates totaling approximately $0.3 million.



UBAM operating expenses consists of operating and selling expenses, sales
commissions and general and administrative expenses. Operating and selling
expenses primarily consists of freight expenses and materials and supplies.
Sales commissions include amounts paid to consultants for new sales and
promotions. These operating expenses are directly tied to the sales volumes of
the UBAM segment. General and administrative expenses include payroll, outside
services, inventory reserves and other expenses directly associated with the
segment. Total operating expenses decreased $7.8 million, or 35.6{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to $14.1
million during the three-month period ended November 30, 2022, when compared to
$21.9 million reported in the same quarter a year ago. Operating and selling
expenses decreased $1.8 million, or 29.5{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to $4.3 million during the
three-month period ended November 30, 2022, when compared to $6.1 million
reported in the same quarter a year ago, primarily due to a decrease in outbound
freight from fewer sales and shipments totaling approximately $2.2 million. This
expense reduction was partially offset by a $0.4 million increase in consultant
incentive trip accruals associated with promotions to bolster sales. Sales
commissions decreased $5.6 million, or 38.9{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to $8.8 million during the
three-month period ended November 30, 2022, when compared to $14.4 million
reported in the same quarter a year ago, due primarily to the decrease in net
revenues. General and administrative expenses decreased $0.5 million, or 33.3{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf},
to $1.0 million during the three months ended November 30, 2022, when compared
to $1.5 million during the same period a year ago, due primarily to $0.2 million
of reduced bank fees from fewer credit card transactions, a $0.2 million
reduction in consultant bonus awards, both resulting from the decrease in sales,
as well as a $0.1 million reduction in payroll costs.



Operating income of the UBAM segment decreased $4.5 million, or 60.0{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf} to $3.0
million during the three months ended November 30, 2022, when compared to $7.5
million reported in the same quarter a year ago. Operating income of the UBAM
division as a percentage of net revenues for the three months ended November 30,
2022 decreased to 11.9{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, compared to 18.2{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf} for the three months ended November
30, 2021. This change primarily resulted from increased cost of goods sold,
increased freight costs and increased operating and selling expenses as a
percent of net revenues.

UBAM Operating Results for the Nine Months Ended November 30, 2022

UBAM net revenues decreased $47.1 million, or 43.4{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to $61.4 million during the
nine-month period ended November 30, 2022, compared to $108.5 million from the
same period a year ago. The average number of active consultants in the
nine-month period ended November 30, 2022 was 28,700, a decrease of 18,600, or
39.3{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, from 47,300 selling in same period a year ago. Our consultant numbers
declined from the prior period due to consultants returning to full-time
employment, as well as families experiencing children returning to the
classroom, therefore requiring less learning from home materials. In addition,
sales during the first nine months of fiscal 2023 were negatively impacted by
recent record inflation, resulting in fuel cost and food price increases
impacting the disposable income of our customers. We expect this impact on sales
to continue as inflationary pressures persist. Historically, when we have
experienced these difficult inflationary times, our UBAM active consultant
numbers have been positively impacted as more families look for non-traditional
income streams to offset rising costs of living.



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Gross margin decreased $35.9 million, or 46.2{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to $41.8 million during the
nine-month period ended November 30, 2022, when compared to $77.7 million during
the same period a year ago, due primarily to a decrease in net revenues. Gross
margin as a percentage of net revenues decreased to 68.0{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf} for the nine-month
period ended November 30, 2022, when compared to 71.6{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf} for the same period a
year ago. The decrease in gross margin as a percentage of net revenues is
attributed to higher discounts being offered to induce sales impacting margins
by approximately $0.6 million, rising ocean freight costs on inbound inventory
totaling approximately $0.7 million and reduced purchasing volume
discounts/rebates totaling approximately $0.9 million.



Total operating expenses decreased $23.0 million, or 40.6{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to $33.7 million
during the nine-month period ended November 30, 2022, from $56.7 million for the
same period a year ago. Operating and selling expenses decreased $5.3 million,
or 34.0{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to $10.3 million during the nine-month period ended November 30, 2022,
when compared to $15.6 million reported in the same period a year ago, primarily
due to a decrease in shipping costs associated with the decrease in volume of
orders shipped totaling approximately $6.4 million. This expense reduction was
partially offset by a $1.1 million increase in consultant incentive trip
expenses and convention expenses. Sales commissions decreased $16.1 million, or
43.4{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to $21.0 million during the nine-month period ended November 30, 2022,
when compared to $37.1 million reported in the same period a year ago, primarily
due to the decrease in net revenues. General and administrative expenses
decreased $1.4 million, or 35.9{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to $2.5 million, from $3.9 million recognized
during the same period last year, due primarily to decreased credit card
transaction fees associated with decreased sales volumes of $0.9 million and a
$0.5 million reduction in consultant bonus awards, both resulting from the
decrease in sales during the nine months ended November 30, 2022.



Operating income of the UBAM segment decreased $13.0 million, or 61.9{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to $8.0
million during the nine months ended November 30, 2022, when compared to $21.0
million reported in the same period last year. Operating income of the UBAM
division as a percentage of net revenues for the nine months ended November 30,
2022 was 13.1{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, compared to 19.3{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf} for the nine months ended November 30, 2021.
This change primarily resulted from increased cost of goods sold, increased
freight costs and increased operating and selling expenses as a percent of net
revenues.

Publishing Operating Results for the Three and Nine Months Ended November 30,
2022

The following table summarizes the operating results of the Publishing segment:



                                                Three Months Ended                  Nine Months Ended
                                                   November 30,                       November 30,
                                               2022             2021             2022              2021
Gross sales                                $ 10,125,200     $  7,800,600     $  24,090,400     $  22,054,100
Less discounts and allowances                (5,311,300 )     (4,087,300 )     (12,651,400 )     (11,678,500 )
Transportation revenue                            2,800            1,200             8,000             6,200
Net revenues                                  4,816,700        3,714,500        11,447,000        10,381,800

Cost of goods sold                            2,669,400        1,935,600         6,213,200         5,577,800
Gross margin                                  2,147,300        1,778,900         5,233,800         4,804,000

Total operating expenses                        908,000          592,800         2,428,800         1,773,500

Operating income                           $  1,239,300     $  1,186,100     $   2,805,000     $   3,030,500

Publishing Operating Results for the Three Months Ended November 30, 2022

Our Publishing division's net revenues increased $1.1 million, or 29.7{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to $4.8
million during the three-month period ended November 30, 2022, from $3.7 million
reported in the same period a year ago. During fiscal 2023, we entered into a
new distribution agreement with Usborne. Under the terms in our new distribution
agreement, the Company no longer has the rights to distribute Usborne's products
to retail customers after November 15, 2022, at which time Usborne will use a
different distributor to supply retail accounts with their products. The
November 15, 2022 transition date, at Usborne's request, was extended until
January 31, 2023. The transition between distributors brought disruption
concerns to many of our retail customers and resulted in additional sales orders
before the November 15, 2022 transition date. Usborne's products sold within the
Publishing Division accounted for 85.6{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf} of all products sold during the three
months ended November 30, 2022.



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Gross margin increased $0.3 million, or 16.7{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to $2.1 million during the
three-month period ended November 30, 2022, from $1.8 million reported in the
same quarter a year ago, primarily due to the increase in net revenues. Gross
margin as a percentage of net revenues decreased to 44.6{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf} during the three-month
period ended November 30, 2022, from 47.9{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf} reported in the same quarter a year
ago. Gross margin as a percentage of net revenues changed primarily from an
increase in cost of goods sold resulting from rising ocean freight costs on
inbound inventory of $0.1 million, as well as changes in the mix of products
sold between Kane Miller and Usborne.



Total operating expenses of the Publishing segment increased $0.3 million, or
50.0{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to $0.9 million, from $0.6 million, during the three-month periods ended
November 30, 2022 and 2021, respectively. This change was due to an increase of
$0.1 million in wages for Learning Wrap-Ups not present in the prior year, a
$0.1 million increase in freight expense due to higher shipping costs on
increased sales and a $0.1 million increase in other various costs.

Operating income of the Publishing division remained consistent at $1.2 million
for the three-month periods ended November 30, 2022 and 2021, respectively.

Publishing Operating Results for the Nine Months Ended November 30, 2022

Our Publishing division's net revenues increased by $1.0 million, or 9.6{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to
$11.4 million during the nine-month period ended November 30, 2022, from $10.4
million reported in the same period a year ago. During fiscal 2023, we entered
into a new distribution agreement with Usborne. Under the terms in our new
distribution agreement, the Company no longer has the rights to distribute
Usborne's products to retail customers after November 15, 2022, at which time
Usborne will use a different distributor to supply retail accounts with their
products. The November 15, 2022 transition date, at Usborne's request, was
extended until January 31, 2023. The transition between distributors brought
disruption concerns to many of our retail customers and resulted in additional
sales orders before the November 15, 2022 transition date. Usborne's products
sold within the Publishing Division accounted for 89.2{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf} of all products sold
during the nine months ended November 30, 2022.



Gross margin increased $0.4 million, or 8.3{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to $5.2 million during the
nine-month period ended November 30, 2022, from $4.8 million reported in the
same period a year ago, primarily from increased net revenues. Gross margin as a
percentage of net revenues decreased slightly to 45.7{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, during the nine-month
period ended November 30, 2022, from 46.3{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf} reported in the same period a year
ago primarily due to increased inbound transportation costs.



Total operating expenses of the Publishing segment increased $0.6 million, or
33.3{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to $2.4 million during the nine-month period ended November 30, 2022,
from $1.8 million reported in the same period a year ago. This change was due to
an increase of $0.3 million in wages and $0.1 million in other various expenses
related to Learning Wrap-Ups, which was acquired in December 2021. Other
increases include $0.1 million in outbound freight costs and $0.1 million in
other various expenses related to the Publishing division.



Operating income of the Publishing segment decreased $0.2 million, or 6.7{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}, to
$2.8 million during the nine-month period ended November 30, 2022 when compared
to $3.0 million reported in the same period a year ago, due primarily to the
increase in operating expenses.

Liquidity and Capital Resources

EDC has a history of profitability and positive cash flows. We typically fund
our operations from the cash we generate. We also use available cash to pay down
outstanding bank loan balances, to pay for capital expenditures, to pay
dividends, and to acquire treasury stock. We have utilized a bank credit
facility and other term loan borrowings to meet our short-term cash needs, as
well as fund capital expenditures, when necessary.

During the first nine months of fiscal year 2023, we experienced cash inflows
from operations of $703,700. These cash inflows resulted from:

?net loss of $585,200



Adjusted for:

?depreciation and amortization expense of $1,824,400

?share-based compensation expense, net of $640,100

?deferred income taxes of $558,400

?provision for inventory allowance of $393,000

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Positively impacted by:

?decrease in inventories, net of $8,950,500

?increase in deferred revenues of $728,300

?decrease in prepaid expenses and other assets of $295,600

Negatively impacted by:

?decrease in accounts payable of $8,483,300

?increase in accounts receivable of $2,052,700

?decrease in income taxes payable of $1,040,600

?decrease in accrued salaries and commissions, and other liabilities of $524,800

Cash used in investing activities was $1,245,200 for capital expenditures,
consisting of $658,200 associated with the purchase of SmartLab Toys, $484,900
of software upgrades to our proprietary systems that our UBAM consultants use to
monitor their business and place customer orders, $99,000 of other assets
associated with the Company's rebrand of its UBAM sales division and $3,100 of
other various changes.



Cash provided by financing activities was $835,200, which was comprised of net
proceeds from term debt of $36,000,000 and cash received in treasury stock
transactions of $63,400, offset by payments on term debt of $25,450,100, net
payments on the line of credit of $8,729,000, payments of $870,700 for dividends
declared in fiscal 2022 and payments of debt issue costs of $178,400.



During fiscal year 2023, we continue to expect the cash generated from our
operations and cash available through our line of credit with our Lender will
provide us the liquidity we need to support ongoing operations. We expect to
generate positive operational cash flow as we normalize inventory levels. Cash
generated from operations will be used to purchase inventory in order to expand
our product offerings and to pay down existing debt. Following a return to
profitability, any excess cash is expected to be distributed to our
shareholders.



On August 9, 2022, the Company repaid in full all outstanding indebtedness and
terminated all commitments and obligations under its Amended and Restated Loan
Agreement dated February 15, 2021 (as amended), between the Company and MidFirst
Bank. The Company's payment to MidFirst Bank, including interest, was
approximately $45.0 million, which satisfied all of the Company's debt
obligations with MidFirst Bank. The Company did not incur any early termination
penalties as a result of the repayment of indebtedness or termination of the
Amended and Restated Loan Agreement, which provided Term Loan #1, Advancing Term
Loan #1, Advancing Term Loan #2 and the Revolving Loan.

On August 9, 2022, the Company executed a new Credit Agreement (“Loan
Agreement”) with BOKF, NA (“Bank of Oklahoma” or the “Lender”). The Loan
Agreement establishes 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”).

Features of the Loan Agreement include:

  (i)   Term Loans on 20-year
        amortization with 5-year
        maturity date of August 9, 2027
  (ii)  Revolving Loan maturity date of
        August 9, 2023
  (iii) Fixed Rate Term Loan bears
        interest at a fixed rate per
        annum equal to 4.26{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}
  (iv)  Floating Rate Term Loan bears
        interest at a rate per annum
        equal to Term SOFR Rate + 1.75{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf}
        (effective rate was 5.48{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf} at
        November 30, 2022)
  (v)   Revolving Loan bears interest at
        a rate per annum equal to Term
        SOFR Rate + 2.50{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf} (effective
        rate was 6.23{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf} at November 30,
        2022)
  (vi)  Revolving Loan allows for
        Letters of Credit up to
        $7,500,000 upon bank approval
        (none were outstanding at
        November 30, 2022)




The Loan Agreement also contains provisions that require the Company to maintain
a minimum fixed charge ratio and limits any additional debt with other lenders.
Available credit under the current $15,000,000 revolving line of credit with the
Company's new Lender was approximately $6,005,500 at November 30, 2022.



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The following table reflects aggregate future maturities of long-term debt
during the next five fiscal years and thereafter as follows:

Years ending February 28 (29),
2023                             $    450,000
2024                                1,800,000
2025                                1,800,000
2026                                1,800,000
2027                                1,800,000
Thereafter                         27,900,000
Total                            $ 35,550,000




Critical Accounting Policies



Our discussion and analysis of our financial condition and results of operations
are based upon our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States("GAAP"). The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosures of contingent assets and liabilities. On an
on-going basis, we evaluate our estimates, including those related to our
valuation of inventory, allowance for uncollectible accounts receivable,
allowance for sales returns, long-lived assets and deferred income taxes. We
base our estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources.



Actual results may materially differ from these estimates under different
assumptions or conditions. Historically, however, actual results have not
differed materially from those determined using required estimates. Our
significant accounting policies are described in the notes accompanying the
financial statements included elsewhere in this report and in our audited
financial statements as of and for the year ended February 28, 2022 included in
our Form 10-K. However, we consider the following accounting policies to be more
significantly dependent on the use of estimates and assumptions.



Revenue Recognition



Sales associated with product orders are recognized and recorded when products
are shipped. Products are shipped FOB shipping point. UBAM'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 damaged in transit. Damaged returns
are primarily received from the retail stores of our Publishing division. Those
damages occur in the stores, not in shipping to the stores, and we typically do
not offer credit for damaged returns. It is industry practice to accept
non-damaged returns from retail customers. Management has estimated and included
a reserve for sales returns of $0.2 million as of November 30, 2022 and February
28, 2022.

Allowance for Doubtful Accounts

We maintain an allowance for estimated losses resulting from the inability of
our customers to make required payments and a reserve for vendor share
markdowns, when applicable (collectively "allowance for doubtful accounts"). An
estimate of uncollectible amounts is made by management based upon historical
bad debts, current customer receivable balances, age of customer receivable
balances, customers' financial conditions and current economic trends.
Management has estimated and included an allowance for doubtful accounts of $0.2
million and $0.3 million at November 30, 2022 and February 28, 2022,
respectively.



Inventory



Our inventory contains over 2,000 titles, each with different sell through rates
depending upon the nature and popularity of the title. We maintain very few
titles that are topical in nature. As such, the majority of the titles we sell
remain current in content for several years. Most of our products are printed in
China, Europe, Singapore, India, Malaysia and Dubai resulting in a six to
eight-month lead-time to have a title printed and delivered to us.



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Certain inventory is maintained in a noncurrent classification. Management
continually estimates and calculates the amount of noncurrent inventory.
Noncurrent inventory arises due to occasional purchases of titles in quantities
in excess of what will be sold within the normal operating cycle, due to minimum
order requirements of our suppliers. Noncurrent inventory was estimated by
management using an anticipated turnover ratio by title. Inventory in excess of
2½ years of anticipated sales is classified as noncurrent inventory. These
inventory quantities have additional exposure for storage damages and related
issues, and therefore have higher obsolescence reserves. Noncurrent inventory
balances prior to valuation allowances were $3.8 million and $2.4 million at
November 30, 2022 and February 28, 2022, respectively. Noncurrent inventory
valuation allowances were $0.5 million and $0.4 million at November 30, 2022 and
February 28, 2022, respectively.



Our principal supplier, based in England, generally requires a minimum reorder
of 6,500 or more of a title in order to get a solo print run. Smaller orders
would require a shared print run with the supplier's other customers, which can
result in lengthy delays to receive the ordered title. Anticipating customer
preferences and purchasing habits requires historical analysis of similar titles
in the same series. We then place the initial order or reorder based upon this
analysis. These factors and historical analysis have led our management to
determine that 2½ years represents a reasonable estimate of the normal operating
cycle for our products.



Consultants that meet certain eligibility requirements may request and receive
inventory on consignment. We believe allowing our consultants to have
consignment inventory greatly increases their ability to be successful in making
effective presentations at home shows, book fairs and other events; in summary,
having consignment inventory leads to additional sales opportunities.
Approximately 8.3{e4f787673fbda589a16c4acddca5ba6fa1cbf0bc0eb53f36e5f8309f6ee846cf} of our active consultants have maintained consignment
inventory at the end of the third quarter of fiscal year 2023. 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 consultants was $1.7 million and $1.4 million at
November 30, 2022 and February 28, 2022, 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 $1.0 million at
November 30, 2022 and $0.9 million at February 28, 2022.



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. Any cash dividends declared after the restricted
stock award is issued, but before the vesting period is completed, will be
reinvested in Company shares at the opening trading price on the dividend
payment date. Shares purchased with cash dividends will also retain the same
restrictions until the completion of the original vesting period associated with
the awarded shares.



The restricted share awards under the 2019 Long-Term Incentive Plan ("2019 LTI
Plan") and 2022 Long-Term Incentive Plan ("2022 LTI Plan") contain both service
and performance conditions. The Company recognizes share-based compensation
expense only for the portion of the restricted share awards that are considered
probable of vesting. Shares are considered granted, and the service inception
date begins, when a mutual understanding of the key terms and conditions between
the Company and the employees have been established. The fair value of these
awards is determined based on the closing price of the shares on the grant date.
The probability of restricted share awards granted with future performance
conditions is evaluated at each reporting period and compensation expense is
adjusted based on the probability assessment.



During the first nine months of fiscal year 2023, the Company recognized $0.7
million of compensation expense associated with the shares granted, which was
offset by a $0.1 million reduction of compensation expense during the fiscal
second quarter associated with shares that were forfeited. These shares were
re-issued under the terms of the 2019 LTI Plan during the fiscal third quarter.



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