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, 2021 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 exclusive United States trade co-publisher of Usborne children's
books and the owner of Kane Miller. We operate two separate segments, UBAM and
Publishing, to sell our Usborne and Kane Miller children's books. These two
segments each have their own customer base. The UBAM segment markets its
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 its products 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 earnings data:





                                        Three Months Ended                  Nine Months Ended
                                           November 30,                       November 30,
                                       2021             2020             2021              2020
Net revenues                       $ 45,112,300     $ 66,750,300     $ 118,914,600     $ 164,292,100
Cost of goods sold                   13,897,300       19,597,800        36,426,000        48,302,800
Gross margin                         31,215,000       47,152,500        

82,488,600 115,989,300



Operating expenses
Operating and selling                 7,354,500       11,616,200        19,037,000        28,488,300
Sales commissions                    14,515,500       22,960,300        37,587,400        56,865,200
General and administrative            5,915,000        7,082,200        15,847,900        17,282,200
Total operating expenses             27,785,000       41,658,700        

72,472,300 102,635,700



Interest expense                        228,300          119,300           609,800           441,500
Other income                           (400,900 )       (399,800 )      (1,514,800 )      (1,305,600 )
Earnings before income taxes          3,602,600        5,774,300        10,921,300        14,217,700

Income taxes                            956,000        1,504,700         2,938,400         3,762,000
Net earnings                       $  2,646,600     $  4,269,600     $   7,982,900     $  10,455,700

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, 2021





Total operating expenses not associated with a reporting segment decreased $0.8
million, or 13.1%, to $5.3 million for the three-month period ended November 30,
2021, when compared to $6.1 million for the same quarterly period a year ago.
Operating expenses decreased primarily as a result of a $0.8 million decrease in
warehouse labor and a $0.3 million decrease in freight handling expenses, both
resulting from a decrease in gross sales, offset by a $0.2 million increase in
depreciation expense and a $0.1 million increase in other various expenses.



Interest expense increased $0.1 million, or 100.0%, to $0.2 million for the
three months ended November 30, 2021, when compared to $0.1 million for the same
quarterly period a year ago associated with the borrowings against our line of
credit and the addition of the advancing term loans in the current fiscal year,
not utilized in the same quarterly period a year ago.



Income taxes decreased $0.5 million, or 33.3%, to $1.0 million for the three
months ended November 30, 2021, from $1.5 million for the same quarterly period
a year ago, resulting from a decrease in gross sales. Our effective tax rate
increased to 26.5% for the quarter ended November 30, 2021, from 26.1% for the
quarter ended November 30, 2020 due to sales mix fluctuations between states.
Our tax rates are higher than the federal statutory rate of 21% due to the
inclusion of state income and franchise taxes.



Non-Segment Operating Results for the Nine Months Ended November 30, 2021





Total operating expenses decreased $0.8 million, or 5.4%, to $14.0 million for
the nine months ended November 30, 2021, from $14.8 million for the same
quarterly period a year ago. Warehouse labor decreased $1.0 million and freight
handling decreased $0.8 million for the nine months ended November 30, 2021,
both associated with reduced sales. These changes were offset by an increase in
warehouse rental expenses of $0.3 million, an increase in depreciation expense
of $0.3 million, an increase in property insurance of $0.1 million associated
with increased inventory levels, along with a $0.1 million increase in other
various expenses.


Interest expense increased $0.2 million, or 50.0%, to $0.6 million for the nine months ended November 30, 2021, when compared to $0.4 million for the same period a year ago as a result of the increase in our line of credit and the addition of the advancing term loans in the current fiscal year.





Income taxes decreased $0.9 million, or 23.7%, to $2.9 million for the nine
months ended November 30, 2021, from $3.8 million for the same period a year
ago, resulting from a decrease in gross sales. Our effective tax rate increased
to 26.9% for the nine months ended November 30, 2021, from 26.5% for the nine
months ended November 30, 2020 due to sales mix fluctuations between states. Our
tax rates are higher than the federal statutory rate of 21% due to the inclusion
of state income and franchise taxes.



UBAM Operating Results for the Three and Nine Months Ended November 30, 2021

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





                                             Three Months Ended                   Nine Months Ended
                                                November 30,                        November 30,
                                           2021              2020              2021              2020
Gross sales                            $  50,232,200     $  77,674,100     $ 132,557,400     $ 190,488,500
Less discounts and allowances            (12,891,300 )     (21,244,700 )     (35,767,700 )     (51,379,800 )
Transportation revenue                     4,056,900         7,740,300        11,743,100        18,898,800
Net revenues                              41,397,800        64,169,700      

108,532,800 158,007,500



Cost of goods sold                        11,961,700        18,230,200        30,848,200        45,048,500
Gross margin                              29,436,100        45,939,500      

77,684,600 112,959,000



Operating expenses
Operating and selling                      6,069,000        10,055,900        15,628,600        24,619,800
Sales commissions                         14,351,100        22,865,000        37,147,000        56,674,800
General and administrative                 1,480,000         2,197,000         3,932,600         5,353,100
Total operating expenses                  21,900,100        35,117,900      

56,708,200 86,647,700



Operating income                       $   7,536,000     $  10,821,600

$ 20,976,400 $ 26,311,300



Average number of active consultants          41,500            57,200            47,300            45,200




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UBAM Operating Results for the Three Months Ended November 30, 2021





UBAM net revenues decreased $22.8 million, or 35.5%, to $41.4 million during the
three months ended November 30, 2021, when compared to $64.2 million during the
same period a year ago. The average number of active consultants in the third
quarter of fiscal 2022 was 41,500, a decrease of 15,700, or 27.4%, from 57,200
consultants selling in the third quarter of fiscal 2021. During the first and
second quarter of fiscal 2021, our active consultants grew significantly due to
pandemic-related events such as seeking replacement income from the loss of
full-time employment, an increase in the need for work-from-home opportunities
and an increased demand for educational products in the home. Our consultant
numbers declined this year 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.
While the decrease in sales and consultants has occurred in fiscal 2022, our
UBAM division's active consultants and sales continue to exceed pre-pandemic
levels.



Gross margin decreased $16.5 million, or 35.9%, to $29.4 million during the
three months ended November 30, 2021, when compared to $45.9 million during the
same period a year ago, primarily associated with the decrease in net revenues.
Gross margin as a percentage of net revenues decreased 0.5%, to 71.1% for the
three-month period ended November 30, 2021, when compared to 71.6% the same
period a year ago. The decrease in gross margin as a percentage of net revenues
resulted from a change in order mix partially offset by reduced cost of goods
sold. Throughout the quarter ended November 30, 2021 sales through book fairs,
booths and home parties increased over the third quarter last year when these
sales types were challenged. These sales types have higher sales discounts and
pay less sales commissions to our consultants, resulting in similar operating
income. Reduced cost of goods sold resulted from larger volume discounts and
vendor rebates associated with increased purchasing volumes over pre-COVID-19
levels.



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
UBAM segment. Total operating expenses decreased $13.2 million, or 37.6%, to
$21.9 million during the three-month period ended November 30, 2021, when
compared to $35.1 million reported in the same quarter a year ago. Operating and
selling expenses decreased $4.0 million, or 39.6%, to $6.1 million during the
three-month period ended November 30, 2021, when compared to $10.1 million
reported in the same quarter a year ago, primarily due to a $3.4 million
decrease in postage and freight and a $0.6 million decrease in accruals for the
Company's annual incentive trip and other consultant rewards associated with the
decrease in net sales. Sales commissions decreased $8.5 million, or 37.1%, to
$14.4 million during the three-month period ended November 30, 2021, when
compared to $22.9 million reported in the same quarter a year ago, due primarily
to the decrease in net revenues. General and administrative expenses decreased
$0.7 million, or 31.8%, to $1.5 million during the three months ended November
30, 2021, when compared to $2.2 million during the same period a year ago, due
primarily to $0.6 million of reduced bank fees from less credit card
transactions during the quarter ended November 30, 2021.



Operating income of the UBAM segment decreased $3.3 million, or 30.6% to $7.5
million during the three months ended November 30, 2021, when compared to $10.8
million reported in the same quarter a year ago, primarily due to the change in
net revenues. Operating income of the UBAM division as a percentage of net
revenues for the three months ended November 30, 2021 increased to 18.2%,
compared to 16.9% for the three months ended November 30, 2020, a change of $0.6
million. This operating improvement resulted primarily from $0.2 million of
reduced outbound shipping peak surcharges, a $0.2 million decrease in accruals
for the Company's annual incentive trip and other consultant rewards and a $0.2
million decrease in consultant promotion bonuses paid.



UBAM Operating Results for the Nine Months Ended November 30, 2021





UBAM net revenues decreased $49.5 million, or 31.3%, to $108.5 million during
the nine-month period ended November 30, 2021, compared to $158.0 million from
the same period a year ago. The average number of active consultants in the
nine-month period ended November 30, 2021 was 47,300, an increase of 2,100, or
4.6%, from 45,200 selling in same period a year ago. During fiscal 2021, our
active consultants grew from 29,600 at the beginning of the year to 57,600 at
the end of the fiscal year. This active consultant growth resulted from
pandemic-related events such as seeking replacement income from loss of
full-time employment, an increase in the need for work-from-home opportunities
and an increased demand for educational products in the home. During fiscal 2022
our active consultant count has declined due to consultants returning to
full-time work, as well as families experiencing children returning to the
classroom, therefore requiring less learning from home materials than they had
in the prior year. While a decrease in sales and consultants has occurred in
fiscal 2022, our UBAM division's active consultants and sales continue to exceed
pre-pandemic levels.



Gross margin decreased $35.3 million, or 31.2%, to $77.7 million during the
nine-month period ended November 30, 2021, when compared to $113.0 million
during the same period a year ago, due primarily to a decrease in net revenues.
Gross margin as a percentage of net revenues remained consistent at 71.6% for
the nine-month period ended November 30, 2021, when compared to 71.5% for the
same period a year ago.



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Total operating expenses decreased $29.9 million, or 34.5%, to $56.7 million
during the nine-month period ended November 30, 2021, from $86.6 million for the
same period a year ago. Operating and selling expenses decreased $9.0 million,
or 36.6%, to $15.6 million during the nine-month period ended November 30, 2021,
when compared to $24.6 million reported in the same period a year ago, primarily
due to a $8.1 million decrease in shipping costs associated with the decrease in
volume of orders shipped and a $0.9 million decrease in accruals for the
Company's annual incentive trip and other consultant rewards associated with the
decrease in UBAM sales. Sales commissions decreased $19.6 million, or 34.6%, to
$37.1 million during the nine-month period ended November 30, 2021, when
compared to $56.7 million reported in the same period a year ago, primarily due
to the decrease in net revenues. General and administrative expenses decreased
$1.5 million, or 27.8%, to $3.9 million, from $5.4 million recognized during the
same period last year, due primarily to a $1.2 million decrease in credit card
transaction fees associated with decreased sales volumes and a $0.3 million
decrease in other various expenses.



Operating income of the UBAM segment decreased $5.3 million, or 20.2%, to $21.0
million during the nine months ended November 30, 2021, when compared to $26.3
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,
2021 was 19.3%, compared to 16.7% for the nine months ended November 30, 2020, a
change of 2.6%. Operating income as a percentage of net revenues increased from
the prior year primarily due to $0.9 million of reduced cost of goods sold
resulting from larger volume discounts and vendor rebates associated with
increased purchasing volumes, $0.9 million of increased transportation revenue
due to the increase of our minimum shipping charge implemented in the third
quarter of fiscal 2021, $0.9 million of reduced freight handling costs primarily
from reduced peak surcharges in the current fiscal year due to lower shipping
volumes, $0.7 million improvement from the change in order type mix, a $0.5
million decrease in accrual expenses for the Company's annual incentive trip and
other consultant rewards resulting from less award earners and $0.2 million of
other various cost reductions, offset by $1.2 million of reduced transportation
revenue associated with free shipping days offered in the current fiscal year,
not offered in the previous fiscal year.



Publishing Operating Results for the Three and Nine Months Ended November 30, 2021





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



                                        Three Months Ended                 Nine Months Ended
                                           November 30,                       November 30,
                                       2021             2020             2021              2020
Gross sales                        $  7,800,600     $  5,463,400     $  22,054,100     $ 13,228,700
Less discounts and allowances        (4,087,300 )     (2,886,400 )     (11,678,500 )     (7,010,600 )
Transportation revenue                    1,200            3,600             6,200           66,500
Net revenues                          3,714,500        2,580,600        

10,381,800 6,284,600



Cost of goods sold                    1,935,600        1,367,600         5,577,800        3,254,300
Gross margin                          1,778,900        1,213,000         

4,804,000 3,030,300



Total operating expenses                592,800          440,000         

1,773,500 1,171,900



Operating income                   $  1,186,100     $    773,000     $   3,030,500     $  1,858,400

Publishing Operating Results for the Three Months Ended November 30, 2021





Our Publishing division's net revenues increased $1.1 million, or 42.3%, to $3.7
million during the three-month period ended November 30, 2021, from $2.6 million
reported in the same period a year ago. Many Publishing customers closed their
stores during the first and second quarters of fiscal 2021 due to the COVID-19
pandemic and did not reopen until the third or fourth quarter of fiscal 2021. As
such, much of the sales increase resulted from the return of customer activity
to pre-pandemic levels. In addition, sales in the current year third fiscal
quarter were boosted by the addition of new customers added during the quarter.



Gross margin increased $0.6 million, or 50.0%, to $1.8 million during the
three-month period ended November 30, 2021, from $1.2 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 increased to 47.9% during the three-month
period ended November 30, 2021, from 47.0% reported in the same quarter a year
ago. Gross margin as a percentage of net revenues fluctuates primarily from the
different discount levels offered to customers as well as changes in the mix of
products sold between Kane Miller and Usborne.



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Total operating expenses of the Publishing segment increased $0.2 million, or
50.0%, to $0.6 million, from $0.4 million, during the three-month periods ended
November 30, 2021 and 2020, resulting from a $0.1 million increase in postage
and freight from an increase in sales volumes and a $0.1 million increase in
sales commissions from an increase in sales volumes.



Operating income of the Publishing segment increased $0.4 million, or 50.0%, to
$1.2 million from $0.8 million for the three-month periods ended November 30,
2021 and 2020, primarily driven by the increase in gross margin.



Publishing Operating Results for the Nine Months Ended November 30, 2021





Our Publishing division's net revenues increased $4.1 million, or 65.1%, to
$10.4 million during the nine-month period ended November 30, 2021, from $6.3
million reported in the same period a year ago. The increase in sales primarily
resulted from temporary store closures in fiscal year 2021 due to the COVID-19
pandemic. Many Publishing customers closed during the first and second quarters
of fiscal year 2021, following the guidance from their local authorities to slow
the spread of the pandemic, and began reopening at varying times in the latter
half of fiscal year 2021. In addition, Publishing's sales during the first nine
months increased beyond pre-pandemic levels from the addition of new customers,
as well as increased sales volumes with existing customers due to increased
demand for our products.



Gross margin increased $1.8 million, or 60.0%, to $4.8 million during the
nine-month period ended November 30, 2021, from $3.0 million reported in the
same period a year ago, primarily due to the increase in net revenues. Gross
margin as a percentage of net revenues decreased to 46.3%, during the nine-month
period ended November 30, 2021, from 48.2% reported in the same period a year
ago. The decrease in gross margin percentage results primarily from a change in
our customer mix, as customers receive varying discounts due to sales volumes
and contract terms, as well as changes in the mix of products sold between Kane
Miller and Usborne.



Total operating expenses of the Publishing segment increased $0.6 million, or
50.0%, to $1.8 million during the nine-month period ended November 30, 2021,
from $1.2 million reported in the same period a year ago, resulting from a $0.3
million increase in postage and freight from an increase in sales volumes and a
$0.3 million increase in sales commissions from an increase in sales volumes.



Operating income of the Publishing segment increased $1.1 million, or 57.9%, to
$3.0 million during the nine-month period ended November 30, 2021 when compared
to $1.9 million reported in the same period a year ago, due primarily to the
increase in gross margin.


Liquidity and Capital Resources





EDC has a history of profitability and positive cash flow. We typically fund our
operations from the cash we generate. We also use available cash to pay down
outstanding bank loan balances, 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 2022, we experienced cash outflows from operations of $7,377,100. These cash outflows resulted from:





?net earnings of $7,982,900



Adjusted for:


?depreciation expense of $1,518,700

?share-based compensation expense of $784,900

?provision for inventory valuation allowance of $180,000

?provision for doubtful accounts of $91,800





Offset by:


?deferred income taxes of $226,700





Positively impacted by:


?increase in accounts payable of $4,451,400

?increase in income taxes payable of $453,900


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Negatively impacted by:


?increase in inventories, net of $18,817,000

?increase in accounts receivable of $1,476,700

?decrease in deferred revenues of $1,320,200

?decrease in accrued salaries and commissions, and other liabilities of $841,100

?increase in prepaid expenses and other assets of $159,000





Cash used in investing activities was $3,387,100 for capital expenditures, which
were comprised of $2,901,600 in equipment purchased to increase our daily
shipping capacity, $392,800 in software upgrades to our proprietary systems that
our UBAM consultants use to monitor their business and place customer orders and
$92,700 in other building and equipment improvements.



Cash provided by financing activities was $9,858,700, which was comprised of
proceeds from term debt of $15,244,700 and net cash received in treasury stock
transactions of $154,400, offset by payments of $2,563,400 for dividends,
repayment of borrowings on the line of credit of $2,225,900, and payments on
term debt of $751,100.



During fiscal year 2022, we continue to expect the cash generated from our
operations and cash available through our line of credit with our Bank will
provide us the liquidity we need to support ongoing operations. Cash generated
from operations will be used to increase inventory by expanding our product
offerings, to liquidate existing debt, and any excess cash is expected to be
distributed to our shareholders.



On February 15, 2021, the Company executed the Amended and Restated Loan
Agreement with MidFirst Bank which replaced the prior loan agreement and
includes multiple loans. Term Loan #1 Tranche A ("Term Loan #1"), originally
totaling $13.4 million, was part of the prior loan agreement. Term Loan #1 had a
fixed interest rate of 4.23%, with principal and interest payable monthly and a
stated maturity date of December 1, 2025. Term Loan #1 is secured by the primary
office, warehouse and land. Term Loan #1 was amended on April 1, 2021 by
executing the First Amendment to the Loan Agreement which reduced the fixed
interest rate to 3.12% and removed the prepayment premium from the Loan
Agreement. The outstanding borrowings on Term Loan #1 were $10.5 million and
$11.0 million as of November 30, 2021 and February 28, 2021, respectively.



In addition, the Amended and Restated Loan Agreement provides a $6.0 million
Advancing Term Loan #1 to be used to finance planned equipment purchases. The
Advancing Term Loan #1 required interest-only payments through July 15, 2021, at
which time it was converted to a 60-month amortizing term loan maturing July 15,
2026. The Advancing Term Loan #1 accrues interest at the Bank-adjusted LIBOR
Index plus a tiered pricing rate based on the Company's Adjusted Funded Debt to
EBITDA Ratio, with a minimum rate of 3.00%. Our borrowings outstanding under the
Advancing Term Loan #1 at November 30, 2021 were $5.0 million.



The Amended and Restated Loan Agreement also provides a $20.0 million revolving
loan ("line of credit") through August 15, 2022 with interest payable monthly at
the Bank-adjusted LIBOR Index plus a tiered pricing rate based on the Company's
Adjusted Funded Debt to EBITDA Ratio, with a minimum rate of 3.00%. On July 16,
2021, the Company executed the Second Amendment to the Loan Agreement which
increased the Maximum Revolving Principal Amount from $15.0 million to $20.0
million. On August 31, 2021, the Company executed the Third Amendment to the
Loan Agreement which modified the advance rates used in the borrowing base
certificate. Our borrowings outstanding on our line of credit at November 30,
2021 and February 28, 2021 were $3.0 million and $5.2 million, respectively.
Available credit under the revolving line of credit was approximately $17.0
million and $9.6 million at November 30, 2021 and February 28, 2021,
respectively.



On November 19, 2021, the Company executed the Fourth Amendment to the Loan
Agreement which established Advancing Term Loan #2 in the principal amount of
$10.0 million, amended the definition of LIBO Rate and LIBOR Margin and added
Benchmark Replacement Provisions. The Advancing Term Loan #2 is a 120-month
amortizing loan maturing November 19, 2031 and accrues interest at the
Bank-adjusted LIBOR Index plus a tiered pricing rate based on the Company's
Adjusted Funded Debt to EBITDA Ratio, with a minimum rate of 3.00%. Our
borrowings outstanding under the Advancing Term Loan #2 at November 30, 2021
were $10.0 million.



The Amended and Restated Loan 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 the sum of the line of
credit plus the letters of credit issued would not exceed the borrowing base in
effect at the time. As of November 30, 2021, we had no letters of credit
outstanding. The agreement contains provisions that require us to maintain
specified financial ratios, place limitations on additional debt with other
banks, limit the amounts of dividends declared and limits the number of shares
that can be repurchased using funding from the line of credit.



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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),
2022                             $    622,700
2023                                2,541,800
2024                                2,587,900
2025                                2,634,700
2026                               10,499,200
Thereafter                          6,641,600
Total                            $ 25,527,900




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. 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, 2021 and February
28, 2021.


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
(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 $0.3 million at November 30, 2021, and $0.3
million at February 28, 2021.



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 four- to
six-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 the current year turnover ratio by title. Inventory in excess
of 2½ years of anticipated sales is classified as noncurrent inventory. These
inventory quantities have exposure of becoming out of date, and therefore have
higher obsolescence reserves. Noncurrent inventory balances prior to valuation
allowances were $2.2 million and $0.9 million at November 30, 2021 and February
28, 2021, respectively. Noncurrent inventory valuation allowances were $0.3
million and $0.2 million at November 30, 2021 and February 28, 2021,
respectively.



Our principal supplier, based in England, generally requires a minimum re-order
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 re-order 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 6.5% of our active consultants have maintained consignment
inventory at the end of the third quarter of fiscal 2022. 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 $1.6 million and $1.1 million at November
30, 2021 and February 28, 2021, 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 $0.9 million and
$0.7 million at November 30, 2021 and February 28, 2021, respectively.



Share-Based Compensation



We account for share-based compensation whereby share-based payment transactions
with employees, such as stock options and restricted stock, are measured at
estimated fair value at the date of grant. For awards subject to service
conditions, compensation expense is recognized over the vesting period on a
straight-line basis. Awards subject to performance conditions are attributed
separately for each vesting tranche of the award and are recognized ratably from
the service inception date to the vesting date for each tranche. Forfeitures are
recognized when they occur. 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 2022, the Company recognized $0.8 million of compensation expense associated with the shares granted.


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