Educational Development Corp 2024年度报告

pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Portions of the Proxy Statement for fiscal year 2025 relating to our Annual Meeting of Shareholders to be held on July 2, 2025, areincorporated by reference into Part III of this Report on Form 10-K. CAUTIONARY REMARKS REGARDING FORWARD LOOKING STATEMENTS The information discussed in this Annual Report on Form 10-K includes“forward-looking statements.”These forward-looking statements are identified by their use of terms and phrases such as“may,” “expect,” “estimate,” “project,” “plan,” “believe,”“intend,” “achievable,” “anticipate,” “continue,” “potential,” “should,” “could,”and similar terms and phrases. Although we believethat the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and such differences include, but are not limited to, ●our success in recruiting and retaining new brand partners, ●our ability to locate and procure desired books, ●product and supplier concentrations,●our relationship with our primary supplier and the related distribution requirements and contractual limitations, ●adverse publicity associated with our Company or the industry, ●our ability to ship timely, ●changes to our primary sales channels, including social media and party plan platforms, ●changing consumer preferences and demands, ●cybersecurity threats and incidents, ●changes in macroeconomic conditions in international trade including recently announced and potential future tariffs,●legal matters, ●reliance on information technology infrastructure, ●restrictions imposed in the agreements governing our indebtedness, ●our ability to obtain adequate financing for working capital and capital expenditures, ●economic and competitive conditions, regulatory changes and other uncertainties, as well as ●those factors discussed below and elsewhere in this Annual Report on Form 10-K, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere in this Annual Report on Form 10-K and speak only as of the date of this Annual Reporton Form 10-K. Other than as required under the securities laws, we do not assume a duty to update these forward-looking statements,whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise. As used in thisAnnual Report on Form 10-K, the terms“the Company,” “EDC,” “we,” “our”or“us”mean Educational Development Corporation, aDelaware corporation, unless the context indicates otherwise. “books”) through two business segments described below, which we refer to as “divisions” or “sales channels:” ●DirectSales Division(“PaperPie”)–This division sells our books and products through independent salesrepresentatives (“Brand Partners”) direct to the customer. Our Brand Partners sell our products in various ways, including hosting home parties, through social media collaboration platforms on the internet, hosting book fairs with schools andpublic libraries and through other events. This division had approximately 7,800 active Brand Partners as of February 28,2025.●Publishing Division (“EDC Publishing”or “Publishing”) –This is our trade division which markets our Kane Miller,SmartLab Toys, and Learning Wrap-Ups products through commissioned trade representatives who call on retail book,toy and specialty stores along with other retail outlets. This division also has in-house representatives marketing bytelephone and email to other customers and potential customers. This division markets to approximately 4,000 retailoutlets. In addition to exhibiting at national trade and regional bookselling shows, our products are featured in agency 87%13%Total net revenues100% Notes to Financial Statements in Item 15, “Exhibits and Financial Statement Schedules,” which is included herein. E