edc10k022813.htm

10-K 1 edc10k022813.htm edc10k022813.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended February 28, 2013

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number: 0-4957

EDUCATIONAL DEVELOPMENT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	73-0750007
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

10302 East 55th Place, Tulsa, Oklahoma	74146-6515
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (918) 622-4522

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.20 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o

No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o

No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x

No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x

No o

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

	Large accelerated filero	Accelerated filer o
	Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes o

No x

The aggregate market value of the voting shares held by non-affiliates of the registrant at the price at which the common stock was last sold on August 31, 2012, on the NASDAQ Stock Market, LLC was $15,528,300.

As of May 23, 2013, 3,969,866 shares of common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for fiscal year 2013 relating to our Annual Meeting of Shareholders to be held on July 18, 2013 are incorporated by reference into Part III of this Report on Form 10-K.

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TABLE OF CONTENTS

FACTORS AFFECTING FORWARD LOOKING STATEMENTS		4

PART I
Item 1.	Business	4
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	6
Item 2.	Properties	6
Item 3.	Legal Proceedings	6
Item 4.	Mine Safety Disclosures	6

PART II
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6.	Selected Financial Data	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 8.	Financial Statements and Supplementary Data	15
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	15
Item 9A(T).	Controls and Procedures	16
Item 9B.	Other Information	16

PART III
Item 10.	Directors and Executive Officers of the Registrant	17
Item 11.	Executive Compensation	17
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	17
Item 13.	Certain Relationships and Related Transactions	17
Item 14.	Principal Accountant’s Fees and Services	17

PART IV
Item 15.	Exhibits and Financial Statement Schedules	18

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PART I

FORWARD LOOKING STATEMENTS

This report contains statements that are forward-looking. You should read the following discussion in connection with our financial statements, including the notes to those statements, included in this document. These forward-looking statements are not historical facts but are expectations or projections based on certain assumptions and analyses made by our senior management in light of their experience and perception of historical trends, current conditions, expected future developments and other factors. Actual events and results may be materially different from anticipated results described in such statements. As used in this Annual Report on Form 10-K, the terms “EDC,” “we,” “our” or “us” mean Educational Development Corporation, a Delaware corporation, unless the context indicates otherwise.

Our ability to achieve such results is subject to certain risks and uncertainties which are not currently known to us. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date that they are made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this report.

Item 1. BUSINESS

(a) General Development of Business

Educational Development Corporation (“EDC”) is the exclusive United States trade publisher of the line of educational children’s books produced in the United Kingdom by Usborne Publishing Limited (“Usborne”). We were incorporated on August 23, 1965. Our fiscal years end on February 28 (29).

We also own Kane/Miller Book Publishers; award-winning publishers of International children’s books.

Our company motto is “The future of our world depends on the education of our children. EDC delivers educational excellence one book at a time. We provide economic opportunity while fostering strong family values. We touch the lives of children for a lifetime.”

(b) Financial Information about Industry Segments

While selling children’s books is our only line of business, we sell them through two divisions:

Home Business Division (“Usborne Books and More” or “UBAM”) - This division distributes books nationwide through independent consultants who hold book showings in individual homes, and through book fairs, direct sales and Internet sales. The UBAM Consultants also distribute these titles to school and public libraries.

·	Publishing Division (“Publishing”) – This division markets books to bookstores (including major national chains), toy stores, specialty stores, museums and other retail outlets throughout the country.

Percent Net Revenues by Division

	2013			2012
Publishing		42	%		42	%
UBAM		58	%		58	%
Total revenues		100	%		100	%

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Products

As the sole United States trade publisher of the Usborne line of books, we offer over 1,500 different titles. Many are interactive in nature, including our Touchy-Feely board books, jigsaw puzzle books, activity and flashcards, adventure and search books, art books, sticker books and foreign language books. The majority of the titles published by Kane/Miller Book Publishers originally were published in other countries in their native languages.

We have a broad line of ‘internet-linked’ books which allow readers to expand their educational experience by referring them to relevant non-Usborne websites. Our books include science and math titles, as well as chapter books and novels. We continually introduce new titles across all lines of our products.

UBAM markets the books through commissioned consultants using a combination of direct sales, home parties, book fairs and the Internet. The division had approximately 4,700 consultants in 50 states at February 28, 2013.

Publishing markets through commissioned trade representatives who call on book, toy, specialty stores and other retail outlets, as well as through in-house marketing by telephone to the trade. This division markets to approximately 5,000 book, toy and specialty stores. Significant orders totaling 28% of the Publishing Division’s sales have been received from major book chains.

Key Customers

No customer represents more than 10% of our net sales.

Seasonality

Sales for both divisions are greatest during the fall due to the holiday season.

Competition

We face competition on two fronts for our UBAM Division from several other larger direct selling companies - for sales and consultants. However, no other direct selling company exclusively sells children’s books. Our school and library market faces competition from Scholastic Books for the book fair market.

Publishing faces strong competition from large U.S. and international companies. Historically, this division's sales represent less than 1.0% of industry sales of juvenile paperbacks.

Employees

As of April 1, 2013, 75 full-time and 1 part-time employees worked at our Tulsa and San Diego facilities; about half of those are in the assembly/distribution warehouse. We believe our relations with our employees are good.

Company Reports

Our annual and quarterly reports (Forms 10-K and 10-Q), current Form 8-K reports and amendments to those reports filed with the SEC are available for download from the Investor Relations portion of our Internet website at www.edcpub.com.

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Item 1A. RISK FACTORS

We are a smaller reporting company and are not required to provide this information.

Item 1B. UNRESOLVED STAFF COMMENTS

None

Item 2. PROPERTIES

We are located at 10302 E. 55th Pl., Tulsa, Oklahoma. These facilities are owned by us and contain approximately 105,000 square feet of office and warehouse space. All product distributions are made from this warehouse. We believe that our operating facility meets both present and future capacity needs.

We lease 11,400 square feet of additional warehouse space two blocks from our main facilities. This space is located at 5432 S. 103rd E. Ave., Tulsa, Oklahoma, and is used to store longer-term inventory requirements.

We also lease a small office in San Diego, California which houses Kane/Miller Book Publishers.

Item 3. LEGAL PROCEEDINGS

We are not a party to any material pending legal proceedings.

Item 4. MINE SAFETY DISCLOSURES

None

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PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The common stock of EDC is traded on the NASDAQ Stock Market, LLC (symbol--EDUC). The high and low quarterly common stock quotations for fiscal years 2013 and 2012, as reported by the National Association of Securities Dealers, Inc., were as follows:

	2013				2012
Period	High		Low		High		Low
1st Qtr		5.00		4.25		6.90		4.18
2nd Qtr		4.64		3.85		5.81		5.00
3rd Qtr		4.13		3.79		5.70		3.80
4th Qtr		4.12		3.80		5.40		4.75

The number of shareholders of record of EDC's common stock at February 28, 2013 was 663.

During fiscal year 2013, we paid quarterly dividends totaling $0.48 per share as follows: $0.12 per share dividend on March 16, 2012, $0.12 per share dividend on June 22, 2012, $0.12 per share dividend on September 21, 2012, and $0.12 per share dividend on December 21, 2012. An additional $0.08 per share dividend was declared on February 28, 2013 and was paid during fiscal year 2014 to shareholders of record on March 8, 2013.

The following table shows repurchases of our common stock which we made during the fourth quarter of fiscal year 2013.

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total # of Shares Purchased		Average Price Paid per Share		Total # of Shares Purchased as Part of Publicly Announced Plan (1)		Maximum # of Shares that May be Repurchased under the Plan

December 1 - 31, 2012		0	$	0.00		0		348,649
January 1 - 31, 2013		646	$	3.92		646		348,003
February 1 - 28, 2013		0	$	0.00		0		348,003
Total		646	$	3.92		646

(1)	In April 2008 the Board of Directors authorized us to purchase up to 500,000 additional shares of our common stock under a plan initiated in 1998. This plan has no expiration date.

Item 6. SELECTED FINANCIAL DATA

We are a smaller reporting company and are not required to provide this information.

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Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MD&A contains statements that are forward-looking and include numerous risks which you should carefully consider. Additional risks and uncertainties may also materially and adversely affect our business. You should read the following discussion in connection with our financial statements, including the notes to those statements, included in this document. Our fiscal years end on February 28 (29).

Management Summary

Educational Development Corporation is the sole distributor in the United States of the Usborne line of children’s books. We operate two separate divisions, Publishing and Usborne Books and More (“UBAM”), to sell these books. Our Corporate headquarters, including the distribution facility for both divisions, is located in Tulsa, Oklahoma.

These two divisions each have their own customer base. The Publishing Division markets its products on a wholesale basis to various retail accounts. The UBAM Division markets its products to individual consumers as well as to school and public libraries through direct-selling consultants.

Publishing Division

The Publishing Division operates in a market that is highly competitive, with a large number of companies engaged in the selling of books. The Publishing Division’s customer base includes national book chains, regional and local bookstores, toy and gift stores, school supply stores and museums. To reach these markets, the Publishing Division utilizes a combination of commissioned sales representatives located throughout the country and a commissioned inside sales group located in our headquarters. The Vice President of the Publishing Division manages sales to the national chains.

Publishing Division Sales by Market Type

	FY 2013			FY 2012
National chain stores		28	%		40	%
All other		72	%		60	%
Total net sales		100	%		100	%

The Publishing Division uses a variety of methods to attract potential new customers and maintain current customers. Company personnel attend many of the national trade shows held by the book selling industry each year, allowing us to make contact with potential buyers who may be unfamiliar with our books. We actively target the national chains through joint promotional efforts and institutional advertising in trade publications. The Publishing Division also participates with certain customers in a cooperative advertising allowance program, under which we pay back up to 2% of the net sales to that customer. Our products are then featured in promotions, such as catalogs, offered by the vendor.

We may also acquire, for a fee, an end cap position in a bookstore (our products are placed on the end of a shelf), which in the publishing industry is considered an advantageous location in the bookstore. The costs of these promotions have been classified as reductions in revenue in the statements of earnings.

The Publishing Division’s in-house telesales group targets the smaller independent book and gift store market. Our semi-annual, full-color, 160-page catalogs, are mailed to over 5,000 customers and potential customers. We also offer two display racks to assist stores in displaying our products.

Net Revenues for Publishing Division
	FY 2013		FY 2012
Net Revenues	$	10,811,600	$	10,981,100

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Publishing Division’s net revenues decreased $169,500 in fiscal year 2013 from fiscal year 2012, or 1.5%. Net revenues were down 31.0% for national chain stores, offset by an increase of 25.0% for smaller retail stores, and 13.6% for inside sales.

Usborne Books and More (“UBAM”) Division

The UBAM Division is a multi-level direct selling organization that markets its products through independent sales representatives (“consultants”) located throughout the United States. The customer base of UBAM consists of individual purchasers, as well as school and public libraries. Revenues are generated through home shows, direct sales, Internet sales, book fairs and contracts with school and public libraries.

An important factor in the continued growth of the UBAM Division is the addition of new sales consultants and the retention of existing consultants. Current active consultants recruit new sales consultants. UBAM makes it easy to recruit by providing low-cost signing kits. UBAM provides an extensive handbook that is a valuable tool in explaining the various programs to the new recruit.

Consultants During Year

	FY 2013		FY 2012
New Sales Representatives		2,700		4,300
Active Sales Representatives End of Fiscal Year		4,700		6,100

The UBAM Division presently has six levels of sales representatives:

·	Consultants

·	Team Leaders

·	Senior Team Leaders

·	Executive Team Leaders

·	Senior Executive Team Leaders

Directors

Upon signing up, each individual is considered a consultant. Consultants receive commissions from each sale they make; the commission rate being determined by the marketing program under which the sale is made. In addition, consultants receive a monthly sales bonus once their sales reach an established monthly goal. Consultants who recruit other consultants and meet certain established criteria are eligible to become team leaders. Upon reaching this level, they receive monthly override payments based upon the sales of their downline groups.

Once team leaders reach certain established criteria, they become senior team leaders and are eligible to earn promotion bonuses on their consultants. Once senior team leaders reach certain established criteria, they become executive team leaders, senior executive team leaders or directors. Executive team leaders and higher may receive an additional monthly override payment based upon the sales of their downline groups.

Percent of Net Sales by UBAM Marketing Program
	FY 2013			FY 2012
Home Shows		27	%		32	%
Direct Sales		2	%		2	%
School & Library		46	%		43	%
Internet		12	%		12	%
Fund Raisers		5	%		3	%
Transportation Revenues		8	%		8	%
Totals		100	%		100	%

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Number of Orders by UBAM Marketing Program
	FY 2013		FY 2012
Home Shows		17,100		19,200
Direct Sales		3,100		3,300
School & Library		11,000		11,000
Internet		33,800		34,600
Fund Raisers		1,400		900
		66,400		69,000

Net revenues, after commissions, from home shows declined 14% or $449,500 during fiscal year 2013. This was primarily due to 11% fewer orders placed during the period and a 3% decrease in average order size. Consultants contact individuals (“hostesses”) to hold book shows in their homes. The consultant assists the hostess in setting up the details for the show and makes a presentation at the show and takes orders for the books. The hostess earns free books based upon the total sales at the show. Customer specials are available for customers when they order a selected amount. Additionally, home shows provide an excellent opportunity for recruiting new consultants.

Net revenues, after commissions, from direct sales decreased 5% or $11,500 during fiscal year 2013. This resulted from a 6% decrease in the number of orders placed during the year. Direct sales are sales without a hostess being involved.

The UBAM Division offers many promotions (customer specials) throughout the year. These promotions offer the customer the opportunity to purchase selected items at a discount if the customer meets the defined criteria. The discounts under these promotions are recorded in discounts and allowances.

The school and library marketing program, after commissions, including book fairs, increased 2% or $86,200 during fiscal year 2013, primarily due to the per-order average increase of 2%.

School and library sales are restricted to consultants who have received additional, specialized training which allows them to sell to schools and libraries. The UBAM consultant is the only source that a library or school has for library-bound Usborne books and for most Kane/Miller titles. They are not available through any of the school supply distribution companies.

This program includes our book fairs. Book fairs can be held with almost any organization as the sponsor. The consultant provides promotional materials to acquaint parents with the books. Parents turn in their orders at a designated time. The book fair program generates free books for the sponsoring organization. UBAM also has a Reach for the Stars fundraiser program. This is a pledge-based reading incentive program that provides cash and books to the sponsoring organization and books for the children.

Internet sales, after commissions, were down 10% or $129,700 during fiscal year 2013. Consultants utilize in-house-developed and hosted web sites in their businesses for a nominal annual fee. They can customize the web sites to their own particular needs or they can maintain the generic site. Orders are transmitted to us through a shopping cart arrangement and the consultant receives sales credit and commission on the sales.

Our fund-raising program, after commissions, Cards for a Cause, which was added during the second quarter of the prior fiscal year, increased 39% or $136,100 in sales over its inaugural year. Organizations sell variety boxes of greeting-type cards and keep a portion of the proceeds to help support themselves and their related causes.

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Transportation revenues decreased 11% or $101,900 during fiscal year 2013. Transportation revenues are based on order sales, with minimums per order depending on order type.

The cost of free books provided under the various UBAM marketing programs is recorded as operating and selling expense in the statements of earnings.

While there are many, UBAM continues to be the only multi-level company in the United States exclusively selling books. We believe this is a fertile market with opportunities for growth. The keys to future growth in the UBAM Division are recruiting and retaining consultants.

(1-2) Liquidity and Capital Resources

EDC has a history of profitability and positive cash flow. We can continue to grow with minimal additional capital requirements. Our primary source of cash is generated from operations. Outside of cash used in operating activities, generally our primary uses of cash are to pay dividends and acquire treasury stock. During fiscal year 2013, we have utilized our bank credit facility to meet some short-term cash requirements.

We expect our ongoing cash flow to continue to exceed cash required to operate the business. Consequently, we expect to pay down our short-term borrowings during fiscal year 2014.

During fiscal year 2013, we experienced a positive cash flow from operations of $639,000. Cash flow from net earnings of $802,900 was increased due to the provision for doubtful accounts and sales returns of $1,508,700, a decrease in inventories of $118,300 and depreciation expense of $114,200, offset by an increase in accounts receivable of $1,352,800, a $293,500 increase in net income tax receivable, a decrease in deferred income taxes of $12,600, a decrease in current liabilities of $128,900, and a $117,300 increase in prepaid expenses and other assets.

Cash used in investing activities was $209,600 due to an additional $180,300 investment in Demibooks and $29,300 for capital expenditures. We estimate that cash used in investing activities for fiscal year 2014 will be less than $200,000. This would consist of software and hardware enhancements to our existing data processing equipment, property improvements and additional warehouse equipment.

Cash used in financing activities was $720,400 which was primarily due to dividend payments of $1,884,800, $1,185,000 payments under our revolving credit agreement, and $56,700 paid to acquire treasury stock. These were offset by cash received of $2,185,000 from borrowings under our revolving credit agreement and $221,100 from the sale of treasury stock. In September 2002, the Board of Directors authorized a minimum annual cash dividend of 20% of net earnings. In fiscal years 2013 and 2012, we declared dividends equal to 216% and 132%, respectively, of net earnings.

Our Board of Directors adopted a stock repurchase plan in which we may purchase up to an additional 500,000 shares as market conditions warrant. Management believes the stock is undervalued and when stock becomes available at an attractive price, we can utilize free cash flow to repurchase shares. Management believes this enhances the value to the remaining stockholders and that these repurchases will have no adverse effect on our short-term and long-term liquidity.

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(3) Results of Operations

Earnings as a Percent of Net Revenues
	FY 2013			FY 2012
Net revenues		100.0	%		100.0	%
Cost of sales		41.2	%		40.2	%
Gross margin		58.8	%		59.8	%
Operating expenses:
Operating and selling		26.3	%		25.5	%
Sales commissions		18.7	%		18.5	%
General and administrative		9.0	%		7.5	%
Total operating expenses		54.0	%		51.5	%
Other income		0.2	%		0.4	%
Earnings before income taxes		5.0	%		8.7	%
Income taxes		1.9	%		3.3	%
Net earnings		3.1	%		5.4	%

Fiscal Year 2013 Compared with Fiscal Year 2012

The following presents an overview of our results of operations for years ended February 28, 2013 and February 29, 2012. We had earnings before income taxes of $1,282,000 for fiscal year 2013 compared with $2,277,700 for fiscal year 2012.

Revenues

	FY 2013			FY 2012			$ Change
Gross sales	$	39,215,300		$	40,906,200		$	(1,690,900	)
Less discounts & allowances		(14,585,800	)		(15,592,000	)		1,006,200
Transportation revenue		858,000			959,100			(101,100	)
Net revenues	$	25,487,500		$	26,273,300		$	(785,800	)

The UBAM Division’s gross sales decreased 6.9% or $1,243,700 during fiscal year 2013 when compared with fiscal year 2012. This decrease is attributable to lower sales in the home party, direct sales, and internet markets, offset by an increase in fund raisers and school and library/book fair sales. Average sales per order for this division were down 0.3% and the overall number of orders was down 3.8% due to reductions in each of those markets, except fund raisers which were up.

The Publishing Division’s gross sales decreased 2.0% or $447,200 during fiscal year 2013 when compared with fiscal year 2012. Sales to national chain stores decreased 31%, offset by increases of 25% in sales to smaller retail stores and 14% in inside sales.

The Publishing Division’s discounts and allowances are a much larger percentage of gross sales than discounts and allowances in the UBAM Division due to the different customer markets that each division targets. The Publishing Division’s discounts and allowances were $11,679,500 in fiscal year 2013 and $11,956,400 in fiscal year 2012. To be competitive with other wholesale book distributors, the Publishing Division sells at discounts between 48% and 55% of the retail price, based upon the quantity of books ordered and the dollar amount of the order. The Publishing Division’s discounts and allowances were 52.0% of Publishing’s gross sales in fiscal year 2013 and 52.2% in fiscal year 2012.

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The UBAM Division’s discounts and allowances were $2,906,300 in fiscal year 2013 and $3,635,600 in fiscal year 2012. Most sales in the UBAM Division are at retail. As a part of the UBAM Division’s marketing programs, discounts between 40% and 50% of retail are offered on selected items at various times throughout the year. The discounts and allowances in the UBAM Division will vary from year to year depending upon the marketing programs in place during any given year. The UBAM Division’s discounts and allowances were 17.3% of UBAM’s gross sales in fiscal year 2013 and 20.2% in fiscal year 2012.

Transportation revenues decreased $101,100 in fiscal year 2013, primarily due to the decrease in UBAM sales during the year.

Expenses

	FY 2013		FY 2012		$ Change
Cost of sales	$	10,494,200	$	10,549,000	$	(54,800	)
Operating and selling		6,714,600		6,710,400		4,200
Sales commissions		4,764,900		4,855,200		(90,300	)
General and administrative		2,285,700		1,972,500		313,200
Total	$	24,259,400	$	24,087,100	$	172,300

Cost of sales decreased 0.5% in fiscal year 2013 when compared with fiscal year 2012. Our cost of products is 25% to 34% of the gross sales price, depending upon the product. In comparing the percentage change in gross sales with the percentage change in cost of goods, consideration must be given to the mix of products sold. Approximately 76% of our products come from one vendor, where the cost of the products is a fixed percentage of the retail price.

Cost of sales is the inventory cost of product sold (including the cost of the product itself and inbound freight charges). Operating and selling expenses include purchasing and receiving, inspection, warehousing, and other costs of our distribution network. These costs totaled $1,283,900 in fiscal year 2013 and $1,274,100 in fiscal year 2012. When comparing our gross margins with the gross margins of other companies, note that we do not include the costs of our distribution network in our cost of sales.

In addition to costs associated with our distribution network (noted above), operating and selling costs include expenses of the Publishing Division, the UBAM Division and the order entry and customer service functions. Operating and selling expenses as a percentage of gross sales were 17.1% for fiscal year 2013 and 16.4% for fiscal year 2012.

Sales commissions in the Publishing Division increased $55,900 for the fiscal year ended 2013. Sales commissions for this division fluctuate depending upon the amount of sales made to our “house accounts,” which are our largest customers and do not have any commission expense associated with them, and sales made by our outside sales representatives. Publishing Division sales commissions are paid on net sales and were 2.7% for fiscal year 2013 and 2.1% for fiscal year 2012.

Sales commissions in the UBAM Division decreased $146,200. UBAM Division sales commissions are paid based on the retail price of non-promotional products sold and were 26.7% of gross sales for fiscal year 2013 and 25.7% for fiscal year 2012. The fluctuation in the percentages of commission expense to gross sales is the result of the type of sale. Home shows, book fairs, school and library sales and direct sales have different commission rates. Also contributing to the fluctuations in the percentages is the payment of overrides and bonuses, both dependent on consultants’ monthly sales and downline sales. The decrease in sales commissions is the result of lower gross sales in the UBAM Division.

General and administrative expenses include the executive department, accounting department, information services department, general office management and building facilities management. General and administrative expenses as a percentage of gross sales were 5.8% for fiscal year 2013 and 4.8% for fiscal year 2012.

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The tax provision for fiscal year 2013 was $479,100. The effective rate for fiscal year 2013 was 37.4% and for fiscal year 2012 was 37.6%. Our effective tax rate is higher than the Federal statutory rate due to state income taxes.

Contractual Obligations

We are a smaller reporting company and are not required to provide this information.

Critical Accounting Policies

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

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

Stock-Based Compensation

We account for stock-based compensation whereby share-based payment transactions with employees, such as stock options and restricted stock, are measured at estimated fair value at date of grant and recognized as compensation expense.

Revenue Recognition

Sales are recognized and recorded when products are shipped. Products are shipped FOB shipping point. The UBAM Division’s sales are paid at the time the product is shipped. These sales accounted for 58% of net revenues in both fiscal years 2013 and 2012.

Estimated allowances for sales returns are recorded as sales are recognized and recorded. 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 from the retail stores. The damages occur in the stores, not in shipping to the stores. It is industry practice to accept returns from wholesale customers. Transportation revenue, the amount billed to the customer for shipping the product, is recorded when products are shipped. Management has estimated and included a reserve for sales returns of $100,000 as of both February 28, 2013 and February 29, 2012.

Allowance for Doubtful Accounts

We maintain an allowance for estimated losses resulting from the inability of our customers to make required payments. An estimate of uncollectable 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 allowance for doubtful accounts of $471,900 and $456,300 as of February 28, 2013 and February 29, 2012, respectively.

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Inventory

Management continually estimates and calculates the amount of non-current inventory. The inventory arises due to occasional purchases of book inventory in quantities in excess of what will be sold within the normal operating cycle due to minimum order requirements of our primary supplier. Noncurrent inventory was estimated by management using the current year turnover ratio by title. All inventory in excess of 2 ½ years of anticipated sales was classified as noncurrent inventory. Noncurrent inventory balances were $934,000 and $888,000 at February 28, 2013 and February 29, 2012, respectively.

Inventories are presented net of a valuation allowance. Management has estimated and included a valuation allowance for both current and noncurrent inventory. This allowance is based on management’s identification of slow moving inventory on hand. Management has estimated a valuation allowance for both current and noncurrent inventory of $400,000 and $365,000 as of February 28, 2013 and

February 29, 2012, respectively.

Our product line contains approximately 1,500 titles, each with different rates of sale, depending upon the nature and popularity of the title. Almost all of our product line is saleable as the books are not topical in nature and remain current in content today as well as in the future. Most of our products are printed in Europe, China, Singapore, India, Malaysia and Dubai resulting in a three to four-month lead-time to have a title reprinted and delivered to us.

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 more lengthy delays to receive the ordered title. Anticipating customer preferences and purchasing habits requires historical analysis of similar titles in the same series. We then place the initial order or re-order based upon this analysis.

These factors and historical analysis have led Management to determine that 2 ½ years represents a reasonable estimate of the normal operating cycle for our products.

New Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. We have reviewed the recently issued pronouncements and concluded that the recently issued accounting standards are not applicable to us.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company and are not required to provide this information.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item 8 begins at page 21.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

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Item 9A. CONTROLS AND PROCEDURES

An evaluation was performed of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) and 15d-15(e) as of February 28, 2013. This evaluation was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and our Controller/Corporate Secretary (Principal Financial and Accounting Officer).

Based on that evaluation, these officers concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to them, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported in accordance within the time periods specified in Securities and Exchange Commission rules and forms. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events.

During the fourth fiscal quarter of the fiscal year covered by this report on Form 10-K, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934 (the "Exchange Act"). Under the supervision and with the participation of our management, including our President and our Controller, we evaluated the effectiveness of our internal control over financial reporting based on the framework in INTERNAL CONTROL-INTEGRATED FRAMEWORK issued by the Committee of Sponsoring Organizations of the Treadway Commission. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on our evaluation under that framework and applicable SEC rules, our management concluded that our internal control over financial reporting was effective as of February 28, 2013.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.

Item 9B. OTHER INFORMATION

None

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PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a) Identification of Directors

The information required by this Item 10 is furnished by incorporation by reference to the information under the caption "Election of Directors" in our definitive Proxy Statement to be filed in connection with the Annual Meeting of Shareholders to be held on July 18, 2013.

(b) Identification of Executive Officers

Information regarding our executive officers required by Item 401 of Regulation S-K is presented in Item 1 hereof under the subcaption "Executive Officers" as permitted by General Instruction G (3) to Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K.

The information required by this Item 10 is furnished by incorporation by reference to the information under the caption "Section 16 (a) Beneficial Ownership Reporting Compliance” in our definitive Proxy Statement to be filed in connection with the Annual Meeting of Shareholders to be held on July 18, 2013.

Item 11. EXECUTIVE COMPENSATION

The information required by this Item 11 is furnished by incorporation by reference to the information under the caption "Executive Compensation" in our definitive Proxy Statement to be filed in connection with the Annual Meeting of Shareholders to be held on July 18, 2013.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item 12 is furnished by incorporation by reference to the information under the captions "Security Ownership of Certain Beneficial Owners and Management" and "Compensation Plans" in our definitive Proxy Statement to be filed in connection with the Annual Meeting of Shareholders to be held on July 18, 2013.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

Item 14. PRINCIPAL ACCOUNTANT’S FEES AND SERVICES

The information required by this Item 14 is furnished by incorporation by reference to the information under the caption "Independent Registered Public Accountants" in our definitive Proxy Statement to be filed in connection with the Annual Meeting of Shareholders to be held on July 18, 2013.

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PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:

1. Financial Statements

	Page

Report of Independent Registered Public Accounting Firm	21

Balance Sheets - February 28, 2013 and February 29, 2012	22

Statements of Earnings - Years ended February 28, 2013 and February 29, 2012	23

Statements of Shareholders' Equity -Years ended February 28, 2013 and February 29, 2012	24

Statements of Cash Flows - Years ended February 28, 2013 and February 29, 2012	25

Notes to Financial Statements	26 - 34

Schedules have been omitted as such information is either not required or is included in the financial statements.

2. Exhibits

	3.1	Restated Certificate of Incorporation dated April 26, 1968 and Certificate of Amendment thereto dated June 21, 1968 are incorporated herein by reference to Exhibit 1 to Registration Statement on Form 10-K (File No. 0-4957).

	3.2	Certificate of Amendment of Restated Certificate of Incorporation dated August 27, 1977 is incorporated herein by reference to Exhibit 20.1 to Form 10-K for fiscal year ended February 28, 1981 (File No. 0-4957).

	3.3	By-Laws as amended are incorporated herein by reference to Exhibit 20.2 to Form 10-K for fiscal year ended February 28, 1981 (File No. 0-4957).

	3.4	Certificate of Amendment of Restated Certificate of Incorporation dated November 17, 1986 is incorporated herein by reference to exhibit 3.3 to Form 10-K for fiscal year ended February 28, 1987 (File No. 0-4957).

	3.5	Certificate of Amendment of Restated Certificate of Incorporation dated March 22, 1996 is incorporated herein by reference to Exhibit 3.4 to Form 10-K for fiscal year ended February 28, 1997 (File No. 0-4957).

	3.6	Certificate of Amendment of Restated Certificate of Incorporation dated July 15, 2002 is incorporated herein by reference to Exhibit 10.30 to Form 10-K dated February 28, 2003 (File No. 0-4957).

	4.1	Specimens of Common Stock Certificates are incorporated herein by reference to Exhibits 3.1 and 3.2 to Registration Statement on Form 10-K (File No. 0-4957) filed June 29, 1970.

	10.1	Usborne Agreement-Contractual agreement by and between the Company and Usborne Publishing Limited dated November 25, 1988 is incorporated herein by reference to Exhibit 10.12 to Form 10-K dated February 28, 1989 (File No. 0-4957).

	10.2	Party Plan-Contractual agreement by and between the Company and Usborne Publishing Limited dated March 14, 1989 is incorporated herein by reference to Exhibit 10.13 to Form 10-K dated February 28, 1989 (File No. 0-4957).

	10.3	Amendment dated January 1, 1992 to Usborne Agreement - Contractual agreement by and between the Company and Usborne Publishing Limited is incorporated herein by reference to Exhibit 10.13 to Form 10-K dated February 29, 1992 (File No. 0-4957).

	10.4	Educational Development Corporation 1992 Incentive Stock Option Plan is incorporated herein by reference to Exhibit 4(c) to Registration Statement on Form S-8 (File No. 33-60188).

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	10.5	Restated Loan Agreement dated June 30, 1999 between the Company and State Bank & Trust, N.A., Tulsa, OK, is incorporated herein by reference to Exhibit 10.24 to Form 10-K dated February 29, 2000 (File No. 0-4957).

	10.6	Educational Development Corporation 2002 Incentive Stock Option Plan is incorporated herein by reference to Exhibit A to definitive proxy statement on Schedule 14A dated May 23, 2002 (File No. 0-4957).

	10.7	Amendment dated November 12, 2002 to Usborne Agreement – Contractual agreement by and between we and Usborne Publishing Limited is incorporated herein by reference to Exhibit 10.24 to Form 10-K dated February 28, 2003 (File No. 0-4957).

	10.8	Employment Agreement between Randall W. White and the Company dated February 28, 2004.

	10.9	Fifth Amendment dated June 30, 2004 to Restated Loan Agreement between the Company and Arvest Bank, Tulsa, OK.

	10.10	Sixth Amendment dated June 30, 2005 to Restated Loan Agreement between the Company and Arvest Bank, Tulsa, OK.

	10.11	Seventh Amendment dated September 2, 2005 to Restated Loan Agreement between the Company and Arvest Bank, Tulsa, OK.

	10.12	Eighth Amendment dated June 30, 2006 to Restated Loan Agreement between the Company and Arvest Bank, Tulsa, OK.

	10.13	Ninth Amendment dated June 30, 2007 to Restated Loan Agreement between the Company and Arvest Bank, Tulsa, OK.

	10.14	Tenth Amendment dated June 30, 2008 to Restated Loan Agreement between the Company and Arvest Bank, Tulsa, OK.

	10.15	Eleventh Amendment dated June 30, 2009 to Restated Loan Agreement between the Company and Arvest Bank, Tulsa, OK.

	10.16	Twelfth Amendment dated June 30, 2010 to Restated Loan Agreement between the Company and Arvest Bank, Tulsa, OK.

	10.17	Thirteenth Amendment dated June 30, 2011 to Restated Loan Agreement between the Company and Arvest Bank, Tulsa, OK.

	10.18	Fourteenth Amendment dated June 30, 2012 to Restated Loan Agreement between the Company and Arvest Bank, Tulsa, OK.

	*23.1	Consent of Independent Registered Public Accounting Firm.

	*31.1	Certification of the Chief Executive Officer of Educational Development Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	*31.2	Certification of the Controller and Corporate Secretary (Principal Financial and Accounting Officer) of Educational Development Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	*32.1	Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed Herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(b) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EDUCATIONAL DEVELOPMENT CORPORATION

Date: May 28, 2013 By /s/ Marilyn Pinney

Marilyn Pinney

Controller and Corporate Secretary

(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Date: May 28, 2013 /s/ Randall W. White

Randall W. White

Chairman of the Board

President, Treasurer and

Director

May 28, 2013 /s/ John A. Clerico

John A. Clerico, Director

May 28, 2013 /s/ Ronald McDaniel

Ronald McDaniel, Director

May 28, 2013 /s/ Kara Gae Neal

Kara Gae Neal, Director

May 28, 2013 /s/ Betsy Rickert

Betsy Rickert, Director

May 28, 2013 /s/ Marilyn Pinney

Marilyn Pinney

Controller and Corporate Secretary

(Principal Financial and Accounting Officer)

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Educational Development Corporation

We have audited the accompanying balance sheets of Educational Development Corporation as of February 28, 2013 and February 29, 2012, and the related statements of earnings, shareholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Educational Development Corporation as of February 28, 2013 and February 29, 2012, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

/s/ HOGANTAYLOR LLP

Tulsa, Oklahoma

May 28, 2013

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EDUCATIONAL DEVELOPMENT CORPORATION

BALANCE SHEETS

AS OF FEBRUARY 28 (29),

	2013			2012
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	469,100		$	760,100
Accounts receivable, less allowance for doubtful accounts and sales returns $571,900 (2013) and $556,300 (2012)		3,419,100			3,575,000
Inventories—Net		9,724,700			9,854,000
Prepaid expenses and other assets		438,800			277,100
Income tax receivable		229,300			-
Deferred income taxes		381,400			379,800
Total current assets		14,662,400			14,846,000

INVENTORIES—Net		559,000			548,000

PROPERTY, PLANT AND EQUIPMENT—Net		1,915,500			2,000,400

INVESTMENT IN NONMARETABLE EQUITY SECURITIES		430,300			250,000

OTHER ASSETS		256,700			301,100
DEFERRED INCOME TAXES		76,900			65,900

TOTAL	$	17,900,800		$	18,011,400

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable	$	1,862,100		$	1,793,900
Line of credit, current portion		1,250,000			250,000
Accrued salaries and commissions		439,300			436,700
Income taxes payable		-			64,200
Dividends payable		317,900			469,600
Other current liabilities		579,700			779,400
Total current liabilities		4,449,000			3,793,800

COMMITMENTS (Note 7)

SHAREHOLDERS’ EQUITY:
Common stock, $0.20 par value; Authorized 8,000,000 shares; Issued 6,041,040 Outstanding 3,960,812 (2013) and 3,913,183 (2012) shares		1,208,200			1,208,200
Capital in excess of par value		8,548,000			8,548,000
Retained earnings		15,194,700			16,124,900
		24,950,900			25,881,100
Less treasury stock, at cost		(11,499,100	)		(11,663,500	)
		13,451,800			14,217,600
TOTAL	$	17,900,800		$	18,011,400

See notes to financial statements.

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EDUCATIONAL DEVELOPMENT CORPORATION

STATEMENTS OF EARNINGS

FOR THE YEARS ENDED FEBRUARY 28 (29),

	2013			2012

GROSS SALES	$	39,215,300		$	40,906,200
Less discounts and allowances		(14,585,800	)		(15,592,000	)
Transportation revenue		858,000			959,100
NET REVENUES		25,487,500			26,273,300
COST OF SALES		10,494,200			10,549,000
Gross margin		14,993,300			15,724,300

OPERATING EXPENSES:
Operating and selling		6,714,600			6,710,400
Sales commissions		4,764,900			4,855,200
General and administrative		2,285,700			1,972,500
Total operating expenses		13,765,200			13,538,100

OTHER INCOME		53,900			91,500

EARNINGS BEFORE INCOME TAXES		1,282,000			2,277,700

INCOME TAXES		479,100			856,800
NET EARNINGS	$	802,900		$	1,420,900

BASIC AND DILUTED EARNINGS PER SHARE:
Basic	$	0.20		$	0.36
Diluted	$	0.20		$	0.36

WEIGHTED AVERAGE NUMBER OF COMMON AND EQUIVALENT SHARES OUTSTANDING:
Basic		3,934,352			3,898,145
Diluted		3,934,352			3,898,793
Dividends per share	$	0.42		$	0.48

See notes to financial statements.

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EDUCATIONAL DEVELOPMENT CORPORATION

STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED FEBRUARY 28 (29),

	Common Stock
	(par value $0.20 per share)
	Number of				Capital in					Treasury Stock
	Shares				Excess of		Retained			Number of						Shareholders’
	Issued		Amount		Par Value		Earnings			Shares			Amount			Equity


BALANCE—March 1, 2011		6,041,040	$	1,208,200	$	8,548,000	$	16,575,100			2,135,141		$	(11,672,800	)	$	14,658,500
Purchases of treasury stock		-		-		-		-			36,731			(214,300	)		(214,300	)
Sales of treasury stock		-		-		-		-			(44,015	)		223,600			223,600
Dividends declared ($0.12/share)		-		-		-		(469,600	)		-			-			(469,600	)
Dividends paid ($0.36/share)		-		-		-		(1,401,500	)		-			-			(1,401,500	)
Net earnings		-		-		-		1,420,900			-			-			1,420,900
BALANCE—February 29, 2012		6,041,040	$	1,208,200	$	8,548,000	$	16,124,900			2,127,857		$	(11,663,500	)	$	14,217,600
Purchases of treasury stock		-		-		-		-			12,106			(56,700	)		(56,700	)
Sales of treasury stock		-		-		-		-			(59,735	)		221,100			221,100
Dividends declared ($0.08/share)		-		-		-		(317,900	)		-			-			(317,900	)
Dividends paid ($0.36/share)		-		-		-		(1,415,200	)		-			-			(1,415,200	)
Net earnings		-		-		-		802,900			-			-			802,900
BALANCE—February 28, 2013		6,041,040	$	1,208,200	$	8,548,000	$	15,194,700			2,080,228		$	(11,499,100	)	$	13,451,800

See notes to financial statements.

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EDUCATIONAL DEVELOPMENT CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED FEBRUARY 28 (29),

	2013			2012

CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	802,900		$	1,420,900
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		114,200			118,100
Deferred income taxes		(12,600	)		(22,700	)
Provision for doubtful accounts and sales returns		1,508,700			874,800
Changes in assets and liabilities:
Accounts receivable		(1,352,800	)		(1,373,500	)
Inventories, net		118,300			201,100
Prepaid expenses and other assets		(117,300	)		(6,200	)
Accounts payable, accrued salaries and commissions, and other current liabilities		(128,900	)		(469,000	)
Income tax payable/receivable		(293,500	)		40,400
Total adjustments		(163,900	)		(637,000	)
Net cash provided by operating activities		639,000			783,900
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in nonmarketable equity securities		(180,300	)		(250,000	)
Purchases of property, plant and equipment		(29,300	)		(76,100	)
Net cash used in investing activities		(209,600	)		(326,100	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable		-			(75,000	)
Cash received from sale of treasury stock		221,100			223,600
Cash paid to acquire treasury stock		(56,700	)		(214,300	)
Borrowings under revolving credit agreement		2,185,000			250,000
Payments under revolving credit agreement		(1,185,000	)		-
Dividends paid		(1,884,800	)		(1,870,200	)
Net cash used in financing activities		(720,400	)		(1,685,900	)
NET DECREASE IN CASH AND CASH EQUIVALENTS		(291,000	)		(1,228,100	)
CASH AND CASH EQUIVALENTS—BEGINNING OF YEAR		760,100			1,988,200
CASH AND CASH EQUIVALENTS—END OF YEAR	$	469,100		$	760,100
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	24,300		$	3,700
Cash paid for income taxes	$	785,100		$	839,100

See notes to financial statements.

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EDUCATIONAL DEVELOPMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED FEBRUARY 28, 2013 AND FEBRUARY 29, 2012

1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business—We distribute books and publications through our Publishing and Usborne Books and More (“UBAM”) Divisions to book, toy and gift stores, libraries and home educators located throughout the United States (“U.S.”). We are the sole U.S. distributor of books and related items, which are published by an England-based publishing company, Usborne, our primary supplier. We are also in the direct publishing market through our ownership of Kane/Miller Publishers.

Estimates—Our financial statements were prepared in conformity with accounting principles generally accepted in the United States of America, which requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements. Actual results could differ from these estimates.

Business Concentration—A significant portion of our inventory purchases are concentrated with an England-based publishing company. Purchases from this company were approximately $8.6 million for the year ended February 28, 2013 and $8.3 million for the year ended February 29, 2012. Total inventory purchases for those same periods were approximately $11.3 million and $11.4 million, respectively.

Cash and Cash Equivalents—Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. We have never experienced any losses related to these balances. Effective January 1, 2013, insurance coverage on our non-interest bearing cash balances reverted to $250,000 and our non-interest bearing cash balances exceed federally insured limits. The majority of payments due from banks for third party credit card transactions process within two business days. These amounts due are classified as cash and cash equivalents.

Accounts Receivable— Accounts receivable are uncollateralized customer obligations due under normal trade terms generally requiring payment within thirty days from the invoice date. Trade accounts are stated at the amount management expects to collect from outstanding balances. Delinquency fees are not assessed. Payments of accounts receivable are allocated to the specific invoices identified on the customers’ remittance advice. Accounts receivable are carried at original invoice amount less an estimated reserve made for returns and discounts based on quarterly review of historical rates of returns and expected discounts to be taken. The carrying amount of accounts receivable is reduced, if needed, by a valuation allowance that reflects management’s best estimate of the amounts that will not be collected.

Management periodically reviews accounts receivable balances and, based on an assessment of historical bad debts, current customer receivable balances, age of customer receivable balances, customers’ financial conditions and current economic trends, estimates the portion, of the balance that will not be collected. Management provides for probable uncollectible amounts through a charge to earnings and a credit to a valuation account based on its assessment of the current status of the individual accounts. Balances which remain outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to trade accounts receivable. Recoveries of trade receivables previously written off are recorded when received.

Inventories—Inventories are stated at the lower of cost or market. Cost is determined using the FIFO method. We present a portion of our inventory as a noncurrent asset. Occasionally we purchase book inventory in quantities in excess of what will be sold within the normal operating cycle due to minimum order requirements of our primary supplier. These excess quantities are included in noncurrent inventory. We estimate noncurrent inventory using the current year turnover ratio by title. All inventory in excess of 2½ years of anticipated sales is classified as noncurrent inventory.

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Inventories are presented net of a valuation allowance. Management has estimated and included an allowance for slow moving inventory for both current and noncurrent inventory. This allowance is based on management’s analysis of inventory on hand at February 28, 2013 and February 29, 2012.

Property, Plant and Equipment—Property, plant and equipment are stated at cost and depreciated on a straight-line basis over the estimated useful lives, as follows:

Building	30 years
Machinery and equipment	3 - 10 years
Furniture and fixtures	3 years

Income Taxes—We account for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and the tax basis of assets and liabilities using the current tax laws and rates. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized.

Revenue Recognition—Sales are recognized and recorded when products are shipped. Products are shipped FOB shipping point. The UBAM Division’s sales are paid at the time the product is shipped. These sales accounted for 58% of net revenues in both fiscal years 2013 and 2012.

Estimated allowances for sales returns are recorded as sales are recognized and recorded. 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 from the retail stores related to damages which occur in the stores, not in shipping to the stores. It is industry practice to accept returns from wholesale customers. Management has estimated and included a reserve for sales returns of $100,000 as of February 28, 2013 and February 29, 2012.

Transportation revenue, the amount billed to the customer for shipping the product, is recorded when products are shipped.

Advertising Costs—Advertising costs are expensed as incurred. Advertising expenses, included in selling and operating expenses in the statements of earnings, were $222,600 and $219,900 for the years ending February 28, 2013 and February 29, 2012, respectively.

Shipping and Handling Costs— We classify shipping and handling costs as operating and selling expenses in the statements of earnings. Shipping and handling costs were $2,348,900 and $2,289,700 for the years ending February 28, 2013 and February 29, 2012, respectively.

Earnings per Share—Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS is based on the combined weighted average number of common shares outstanding and dilutive potential common shares issuable which include, where appropriate, the assumed exercise of options. In computing Diluted EPS we have utilized the treasury stock method.

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The following reconciles the diluted earnings per share:

	Year Ended February 28 (29),
	2013		2012
Diluted Earnings Per Share:
Net earnings applicable to common shareholders	$	802,900	$	1,420,900

Shares:
Weighted average shares outstanding–basic		3,934,352		3,898,145
Assumed exercise of options		-		648

Weighted average shares outstanding–diluted		3,934,352		3,898,793

Diluted Earnings Per Share	$	0.20	$	0.36

There were no stock options for the fiscal year ended February 28, 2013 included in the diluted earnings per share calculation as they were all anti-dilutive. At February 29, 2012 no options were excluded from the diluted earnings per share calculation.

Long-Lived Asset Impairment— We review the value of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on estimated future cash flows. No impairment was noted as a result of such review during the years ended February 28, 2013 and February 29, 2012.

Stock-Based Compensation—Share-based payment transactions with employees, such as stock options and restricted stock, are measured at estimated fair value at date of grant and recognized as compensation expense.

New accounting pronouncements—The Financial Accounting Standards Board (“FASB”) periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. We have reviewed the recently issued pronouncements and concluded that the recently issued accounting standards are not applicable to us.

2. INVENTORIES

Inventories consist of the following:

	February 28 (29),
	2013			2012
Current:
Book inventory	$	9,749,700		$	9,879,000
Inventory valuation allowance		(25,000	)		(25,000	)
Inventories net–current	$	9,724,700		$	9,854,000

Noncurrent:
Book inventory	$	934,000		$	888,000
Inventory valuation allowance		(375,000	)		(340,000	)
Inventories net–noncurrent	$	559,000		$	548,000

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3.	PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

	February 28 (29),
	2013			2012
Land	$	250,000		$	250,000
Building		2,124,700			2,124,700
Machinery and equipment		2,287,900			2,258,600
Furniture and fixtures		74,100			74,100
		4,736,700			4,707,400
Less accumulated depreciation		(2,821,200	)		(2,707,000	)
	$	1,915,500		$	2,000,400

4. INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The tax effects of significant items comprising our net deferred tax assets and liabilities as of February 28 (29) are as follows:

	2013			2012
Current:
Deferred tax assets:
Allowance for doubtful accounts	$	175,900		$	173,600
Inventory overhead capitalization		77,800			78,500
Allowance for slow moving inventory		9,500			9,500
Allowance for sales returns		38,000			38,000
Accruals		80,200			80,200

Deferred tax assets		381,400			379,800

Noncurrent:
Deferred tax assets:
Allowance for slow moving inventory	$	140,600		$	129,200

Deferred tax assets		140,600			129,200

Deferred tax liabilities:
Property and equipment		(63,700	)		(63,300	)

Deferred tax liabilities		(63,700	)		(63,300	)

Deferred tax asset–Net	$	76,900		$	65,900

Management has determined that no valuation allowance is necessary to reduce the carrying value of deferred tax assets as it is more likely than not that such assets are realizable.

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The components of income tax expense are as follows:

	February 28 (29),
	2013			2012
Current:
Federal	$	411,000		$	737,500
State		80,700			142,000
		491,700			879,500
Deferred:
Federal		(10,600	)		(19,100	)
State		(2,000	)		(3,600	)
		(12,600	)		(22,700	)
Total income tax expense	$	479,100		$	856,800

The following reconciles our expected income tax expense utilizing statutory tax rates to the actual tax expense:

	February 28 (29),
	2013			2012
Tax expense at federal statutory rate	$	435,900		$	774,400
State income tax–net of federal tax benefit		50,400			89,800
Other		(7,200	)		(7,400	)
Total income tax expense	$	479,100		$	856,800

We file our tax returns in the US and certain state jurisdictions. We are no longer subject to income tax examinations by tax authorities for fiscal years before 2010. We are not currently the subject of any income tax examinations by any tax authorities.

Based upon a review of our income tax filing positions, we believe that our positions would be sustained upon an audit and do not anticipate any adjustments that would result in a material change to our financial position. Therefore, no reserves for uncertain income tax positions have been recorded. We classify interest and penalties associated with income taxes as a component of income tax expense on the statement of earnings.

5.	EMPLOYEE BENEFIT PLAN

We have a profit sharing plan that incorporates the provisions of Section 401(k) of the Internal Revenue Code. The 401(k) plan covers substantially all employees meeting specific age and length of service requirements. Matching contributions are discretionary and amounted to $67,500 and $74,400 in the fiscal years ended February 28, 2013 and February 29, 2012, respectively. The 401(k) plan includes an option for employees to invest in our stock, which is purchased from our Treasury stock shares. Shares purchased for the 401(k) plan from Treasury stock amounted to 57,367 net shares and 41,689 net shares in the fiscal years ended February 28, 2013 and February 29, 2012, respectively.

DEBT

We have a $2,500,000 revolving credit agreement, with interest payable monthly at the greater of (a) prime rate minus 0.75% or (b) 4.00%. At February 28, 2013, the rate in effect was 4.00%, collateralized by substantially all of our assets and maturing on June 30, 2013.

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We had $1,250,000 in borrowings outstanding on the above revolving credit agreement at February 28, 2013 and $250,000 in borrowings at February 29, 2012. Available credit under the revolving credit agreement was $1,250,000 at February 28, 2013. This agreement also contains a provision for our use of the Bank’s letters of credit. The Bank agrees to issue, or obtain issuance of commercial or stand-by letters of credit provided that no letters of credit will have an expiry date later than June 30, 2013 and that the sum of the line of credit plus the letters of credit would not exceed the borrowing base in effect at the time. The agreement contains provisions that require us to maintain specified financial ratios, restrict transactions with related parties, prohibit mergers or consolidation, disallow additional debt, and limit the amount of compensation, salaries, investments, capital expenditures and leasing transactions. We intend to renew the bank agreement or obtain other financing upon maturity.

7. COMMITMENTS

At February 28, 2013, we had outstanding purchase commitments for inventory totaling approximately $3,128,200 and outstanding payment commitments for contracts related to custom sports stories totaling approximately $80,000.

Rent expense for the year ended February 28, 2013 was $81,000. The following table provides a summary of our future lease obligations as of February 28, 2013:

		Total				2014				2015
Total lease payments due		$	20,500			$	11,500			$	9,000

8.	CAPITAL STOCK, STOCK OPTIONS AND WARRANTS

The Board of Directors adopted the 1992 Incentive Stock Option Plan (the “1992 Plan”) in June of 1992, which authorized us to grant up to 1,000,000 stock options. The 1992 Plan expired in June of 2002 upon which the Board of Directors adopted the 2002 Stock Option Plan (the “2002 Plan”). The 2002 Plan also authorized us to grant up to 1,000,000 stock options.

Options granted under the 1992 Plan and 2002 Plan (collectively the “Incentive Plans”) vest at date of grant and are exercisable up to ten years from the date of grant. The exercise price on options granted is equal to the market price at the date of grant. Options outstanding at February 28, 2013 expire beginning in March 2014 through December 2019.

A summary of the status of our Incentive Plans as of February 28, 2013 and February 29, 2012, and changes during the years then ended is presented below:

	February 28, 2013				February 29, 2012
			Weighted				Weighted
			Average				Average
			Exercise				Exercise
	Shares		Price		Shares		Price

Outstanding at Beginning of Year		16,000	$	5.55		16,000	$	5.55

Exercised/canceled		-		-		-		-

Outstanding at End of Year		16,000	$	5.55		16,000	$	5.55

All options outstanding are exercisable at February 28, 2013.

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9.	QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a summary of the quarterly results of operations for the years ended February 28, 2013 and February 29, 2012.

								Basic			Diluted
	Net							Earnings			Earnings
	Revenues		Gross Margin		Net Earnings			Per Share			Per Share
2013
First quarter	$	6,594,600	$	4,118,700	$	350,200		$	0.09		$	0.09
Second quarter		5,464,400		3,024,200		138,200			0.04			0.04
Third quarter		7,864,400		4,813,200		525,700			0.13			0.13
Fourth quarter		5,564,100		3,037,200		(211,200	)		(0.06	)		(0.06	)
Total year	$	25,487,500	$	14,993,300	$	802,900		$	0.20		$	0.20

2012
First quarter	$	6,264,400	$	3,824,000	$	300,200	$	0.08	$	0.08
Second quarter		5,437,100		3,036,700		126,200		0.03		0.03
Third quarter		8,690,400		5,283,600		724,900		0.19		0.19
Fourth quarter		5,881,400		3,580,000		269,600		0.06		0.06
Total year	$	26,273,300	$	15,724,300	$	1,420,900	$	0.36	$	0.36

10.	BUSINESS SEGMENTS

We have two reportable segments: Publishing and Usborne Books and More (“UBAM”) which are business units that offer different methods of distribution to different types of customers. They are managed separately based on the fundamental differences in their operations.

·	The Publishing Division markets its products to retail accounts, which include book, toy and gift stores, school supply stores and museums, through commissioned sales representatives, trade and specialty wholesalers and an internal telesales group.

·	UBAM markets its product line through a nationwide network of independent sales consultants using a combination of direct sales, home shows and book fairs. The UBAM Division also distributes to school and public libraries.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. We evaluate segment performance based on earnings (loss) before income taxes of the segments, which is defined as segment net sales reduced by direct cost of sales and direct expenses. Corporate expenses, depreciation, interest expense and income taxes are not allocated to the segments, but are listed in the “other” column. Corporate expenses include the executive department, accounting department, information services department, general office management and building facilities management. Our assets and liabilities are not allocated on a segment basis.

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Information by industry segment for the years ended February 28, 2013 and February 29, 2012 is set forth below:

	NET REVENUES

	2013		2012
Publishing	$	10,811,600	$	10,981,100
UBAM	$	14,675,900	$	15,292,200
Other	$	-	$	-
Total	$	25,487,500	$	26,273,300

EARNINGS (LOSS) BEFORE INCOME TAXES

	2013			2012
Publishing	$	3,457,900		$	3,635,100
UBAM	$	2,105,800		$	2,582,500
Other	$	(4,281,700	)	$	(3,939,900	)
Total	$	1,282,000		$	2,277,700

11.	STOCK REPURCHASE PLAN

In April 2008, the Board of Directors authorized us to purchase up to an additional 500,000 shares of our common stock under the plan initiated in 1998. This plan has no expiration date. During fiscal year 2013, we purchased 12,106 shares of common stock at an average price of $4.68 per share totaling approximately $56,700. The maximum number of shares that may be repurchased in the future is 348,003.

12. RECEIVABLE FROM CUSTOMER IN BANKRUPTCY

At February 28, 2013, we had a receivable in the amount of $364,500 due from a customer who has filed for protection from its creditors under Chapter 11 of the Bankruptcy Reform Act of 1978 ("Act"). It had been unable to secure further financing to satisfy the claims of its creditors. At February 28, 2013, this receivable remains $364,500, of which, $340,000 is reserved.

13. STOCK PURCHASE AGREEMENT

During fiscal year 2012, we signed a Stock Purchase Agreement to acquire an 11% position with Demibooks, Inc. for an initial investment of $250,000. We have accounted for this investment using the cost method, as reflected on the balance sheet under ‘investment in nonmarketable equity securities’. Demibooks provides a publishing platform, Composer, which is a code-free way for publishers and self-published authors and illustrators to create interactive books for the iPad on the device itself. We utilize the Composer platform to create proprietary interactive products. The Stock Purchase Agreement allowed for an additional $250,000 investment, of which we have invested an additional $180,300 during fiscal year 2013, resulting in a total position of 15.6%. Our investment in Demibooks is subject to a high degree of risk because such securities are illiquid and the value of such securities could decline causing us to write-down or write-off the value of our investment, which would result in a negative impact to our earnings.

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14. FAIR VALUE MEASUREMENTS

The valuation hierarchy included in U.S. GAAP considers the transparency of inputs used to value assets and liabilities as of the measurement date. The less transparent or observable the inputs used to value assets and liabilities, the lower the classification of the assets and liabilities in the valuation hierarchy. A financial instrument's classification within the valuation hierarchy is based on the lowest level of input that is significant to its fair value measurement. The three levels of the valuation hierarchy and the classification of our financial assets and liabilities within the hierarchy are as follows:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 - Observable inputs other than quoted prices included within Level 1 for the asset or liability, either directly or indirectly. If an asset or liability has a specified term, a Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 - Unobservable inputs for the asset or liability.

We do not report any assets or liabilities at fair value in the financial statements. However, the estimated fair value of our line of credit is estimated by management to approximate the carrying value of $1,250,000 and $250,000 at February 28, 2013 and February 29, 2012, respectively. Management's estimates are based on the obligations' characteristics, including floating interest rate, maturity, and collateral. Such valuation inputs are considered a Level 2 measurement in the fair value valuation hierarchy.

It was not practicable to estimate the fair value of an investment representing 15.6% of the issued common stock of an untraded company; that investment is carried at its original cost of $430,300 and $250,000 at February 28, 2013, and February 29, 2012, respectively.

There were no transfers among Level 1, Level 2 or Level 3 assets during the years ended February 28, 2013 and February 29, 2012.

15. SUBSEQUENT EVENT

On March 22, 2013, we paid the previously declared $0.08 dividend per share to shareholders of record as of March 15, 2013.

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