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Operator: Good afternoon, ladies and gentlemen, and welcome to the Educational Development Corporation’s First Quarter Fiscal Year 2025 Earnings Call. At this time, all lines are in a listen-only-mode. Following the presentation, we will conduct the question-and-answer session. [Operator Instructions] This call is being recorded on Thursday, July 11, 2024. Before beginning the call, we would like to remind you that some of the statements made today will be forward-looking and are protected under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied due to a variety of factors. We refer you to Educational Development Corporation’s recent filings with the SEC for a more detailed discussion of the company’s financial condition. I would now like to turn the conference over to John Beisler, Investor Relations. Please go ahead.

John Beisler: Thank you, operator. With the Safe Harbor statement read, I’ll turn the call over to Craig White.

Craig White : Okay. Thank you. I want to introduce a couple of the people joining me on the call. We have myself, Craig White, President and Chief Executive Officer; Heather Cobb, Chief Sales and Marketing Officer; and Dan O’Keefe, Chief Financial Officer. After the market closed this afternoon, the company issued a press release announcing its results for the third quarter, which will be on our company’s website at edcpub.com. Welcome, everyone, to the call. We appreciate your continued interest. I will start today’s call with some general comments regarding the quarter. Then I’ll pass the call over to Dan and Heather to run through the financials and provide an update on our sales and marketing. Finally, I will wrap up the call with an update on our progress of the sale leaseback of our headquarters, the healthy complex and provide some comments on strategy and fiscal 2025 outlook.

Our first quarter as well as previous quarters of fiscal 2024 were driven by strategic decisions to prioritize cash flow over profitability. During the quarter, we ran several promotions to energize our current sales force and customers by offering discounts on our products as well as the freight we charge on shipments. These decisions were necessary in these difficult economic times when high inflation is eating the discretionary spending of our customers, coupled with our higher-than-normal inventory levels. We are continuing to evaluate and implement cost-cutting measures as well as leverage IT to provide new tools to energize the field sales force as well as contribute to the bottom line. While I’m not pleased to report a loss, we are actively working on the long-term strength of our business model.

With that, I would like to turn the call over to Dan O’Keefe to provide a brief overview of the financials.

Dan O’Keefe : Thank you, Craig. To our first quarter summary compared to the prior first quarter, net revenues were $10 million compared to $14.5 million. Our average active brand partners totaled 13,400 compared to 15,000 at the end of our last fiscal year. Loss before income taxes were $1.7 million compared to a loss of $1.2 million in the first quarter last year. Net loss totaled $1.3 million compared to $0.9 million and loss per share totaled $0.15 compared to a loss of $0.11 on a fully diluted basis. To update everyone on our inventory and working capital levels, net inventories decreased $2.9 million from $55.6 million at the end of February 28, 2024 — February 29, 2024, to $52.7 million at May 31, 2024. Now for working capital update.

Our working capital line of credit borrowed was $5.5 million at the end of February 2024 and $5.6 million at the end of May 2024, with $1.4 million of availability at the end of the first quarter. That concludes the financial update. I’ll now turn the call over to Heather Cobb, to talk about sales and marketing opportunities in further detail. Heather?

Heather Cobb : Thanks, Dan. As Craig mentioned earlier, we continue to make strategic choices and changes to bring new initiatives for success to our PaperPie brand partners. We had a May site-wide sales promotion where we hosted an exciting week long site-wide sale that seem to capture the attention of our customers. It was definitely a hit. Our June convention, we hosted attendees here in Tulsa at the Cox Business Convention Center, during which we had over 50 presenters, including 3 of our Kane Miller authors and creators from both England and Australia as well as keynote presentations on the science of hope and the importance of early literacy by our newest Board member, Dr. Amy Emerson. Response to all that was presented was overwhelmingly positive and the excitement and energy that our brand partners left with was palpable.

That was evidenced as we held our next promotion the week after we returned a one-day account activation special offer. As a result of this, we saw over 3,700 new brand partners join us, keeping us around the 15,000 active brand partner count. We have already seen success from many of them who are sharing our mission and our products with their networks, bringing in new customers just in time to lead us into the fall selling season. This excitement is fueled by the introduction of new products, which we have been doing through the month of June, and that will continue through the summer. Both our PaperPie sales division and our retail division see an increase of activity around the launch of new titles. Our retail customers continue to delight in our offerings, finding new series live from Kane Miller, educational manipulative from Learning Wrap-Ups and STEAM based kits and products from SmartLab Toys.

That concludes our sales and marketing update. I’ll turn the call back over to Craig for closing remarks. Craig?

Craig White : Thank you, both, Heather and Dan. One of, if not the biggest event in fiscal 2025 is the anticipated sale and leaseback of our headquarters building, the Hilti Complex. The proceeds from this sale will not only bring savings from reduced interest expense but allow us to build a positive — build positive cash position as we continue to work down our excess inventory level, which was approximately $30 million at year-end. On June 6, we executed our sale leaseback agreement for the Hilti Complex, totaling $35.5 million. The proceeds from the sale are expected to pay off our borrowings with the bank. With our new amendment, we will also have a line available to us post sale with our bank of $4.5 million. The building sale agreement calls for a 60-day due diligence period with an additional 30 days to close the transaction.

So we expect the building sale will be complete by the end of second fiscal quarter or the start of the third fiscal quarter. Additionally, starting July 1, 2024, we have leased approximately half of our 220,000 square feet to a new tenant in a triple-net lease structure. The initial term of the lease is for 5 years includes a 5-year extension. This lease improves our monthly cash flow and further positions us to return to profitability. I want to reiterate that everything that we’ve done in the last 15 months are to meet the bank’s requirements, which we have done so. All of our efforts are beginning to come to fruition and once they fully do, we will start to see the fruits of our effort, from reduced interest expense, lease income, which reduces our lease commitment, our cost cutting and capitalizing on the goodwill received from charging less for our products and shipping.

Our sales force is grateful and excited coming off convention, heading to incentive trip to Vienna next week and working towards next year’s trip to Scotland. There are a lot of reasons to be positive as we head into our fall selling season. I want to thank all of our shareholders for their patience, our employees for their commitment to our mission and our customers and brand partners for their loyalty during this difficult period. I’m confident in our collective ability to emerge stronger and more resilient than ever before. With that, I will hand it back over to the operator for questions and answers.

Operator: Thank you. Ladies and gentlemen, we will now begin the question-and-answer session. [Operator Instructions] The first question comes from Paul Carter of Capstone Asset Management. Your line is already open.

Paul Carter: Thank you. Good afternoon, everybody.

Heather Cobb : Hi, Paul.

Paul Carter: Just to start. So the $10 million of net revenue, how is that split between PaperPie and your Publishing division?

Dan O’Keefe : About 85-15, Paul.

Craig White : Similar to pretty much every other quarter, yeah.

Paul Carter: Okay. Great. And then you added over 3,700 brand partners thus far, which is great. Was that just during the month of June? Or was that post-convention up until today, I guess?

Heather Cobb : No, that’s a great question. That was just during the promo in the month of June.

Paul Carter: Okay. Great. Excellent. And then so how confident are you — I know it’s a tough question to answer, but how confident are you at stabilizing your brand partner count at this 15,000 level? It sort of seems like it is stabilizing somewhat, I know the macro employment picture is getting slightly worse, which I think that might encourage more people to sign on as part-time brand partners. But are you, I guess, getting incrementally more confident in stabilization?

Heather Cobb : That’s a great way to put it, Paul. Incrementally more confident is exactly what we should say. I think we’ll put that on a T-shirt. But yes, I think that as we see things start to stabilize in the market as a whole, it makes us more reassured that we are heading in the direction of what we want the future of our brand partner base to look like.

Paul Carter: Okay. All right. Thanks for that. And then just switching gears, talking about your building. So I guess is this new buyer, Rockford Holdings, is that associated with the same group of investors is the original ones that bowed out Blue Ledge Group? Or is it a different group?

Craig White : Yeah. Thank you. It is associated with the prior group. There’s brothers involved, one with each group. And so it was kind of a fairly seamless handoff from one group to the other. But yet, it is a new group. So they’re still going through their due diligence.

Paul Carter: Okay. Because yes, that’s what I was just going to ask about is I know the — I guess, the first group would have done their due diligence, right? I think they had 60 days of due diligence. And just curious why the second group, if they’re associated, if they also need that sort of 60-day window? Is there something that they didn’t, I guess, learn in the first due diligence period?

Craig White : Well, I said they’re closely related, but still, it is yet a different group. One of the pros as from Blue Ledge maybe wasn’t comfortable, but one was still very comfortable. So he handed it off to Rockford, which is actually a brother. So yeah, we’re confident, nothing has changed. It’s just a new group, and they still need to go through their due diligence and have their own lending partner.

Paul Carter: Fair enough. And so assuming that gets done as you anticipate, including commission costs, what do you think the total cost of selling the building is going to be? I don’t know what sort of typical commission is for a commercial building down there.

Dan O’Keefe : Well, we think we’ll net $34.5 million after commissions and expenses. So that will be sufficient to pay off our borrowings with our bank.

Paul Carter: That’s great. Okay. And then so your revolver with the bank, I know it steps down after you sell the building, but it matures on October 4. I know you’re going to be hopefully generating some pretty good free cash flow. Do you intend on operating without a line of credit after October 4? Or are you looking for a different banking relationship?

Dan O’Keefe : That’s a complex question. We are — the good news is that when I said the $34.5 million will pay off the bank that includes paying off the letter of credit. So the bank is offering us a $4.5 million letter of credit post sale, which is a very positive thing. We’re still evaluating what the right financing solution is, and we have several different options. So we — but the good news is that BOK has offered us an operating line post close that will allow us to operate. We’ve got some vendors that we need to catch up that we’ve kind of delayed a little bit. And so we’ll have availability of $4.5 million to fund operations going into the fall, which you know is our busy season, which if we’re turning a lot of inventory into cash during that period, hopefully, we’ll be without a line by the end of the fall.

Paul Carter: Okay. Great. And I suspect you don’t want to count your chickens before they’ve hatched but it looks like you’ll end up having a book value per share somewhere in the neighborhood of like $6 to $7 once the building is sold and the bank is paid off. I know — and you’ll be generating significant free cash flow as you kind of work through your inventory. You did reference dividends in your press release. But why — have you thought or has the board thought about like maybe buying a big chunk of stock back through a Dutch auction tender offer or something, which would boost the value of each remaining share pretty meaningfully, even if you buy back stock at a premium to what the stock price is right now?

Craig White : Yeah. We have — just like we’ve said in past quarters, we have all those tools at our disposal, whether it’s — while we’re reducing debt by this transaction but stock buyback, dividends, yeah, we have options. We haven’t — like you said, we’re not counting any chickens before they hatch. So that will be — remains to be seen, which direction we give.

Paul Carter: Okay. And then just lastly, curious — just curiosity more than anything. The undeveloped land that you’re retaining, do you have any sort of long-term plan for that? Or is it just you’re going to hold on to that for the foreseeable future and just sort of an option for somewhere down the road?

Craig White : Yeah. So bringing down those tenants, they’re moving in the space that was not part of our operations but we still have needs for storage. And I hate to use land just for storage, but that’s a possibility or once we get this thing rightsized again and get going again, maybe it’s further operations.

Paul Carter: Okay. So it sounds like you don’t have plans to liquidate that at any point in the foreseeable future that’s —

Craig White : No.

Paul Carter: Okay, great. Well, listen, that’s it for me. Thank you very much for taking my questions.

Heather Cobb : Thanks, Paul.

Craig White : Thanks, Paul.

Operator: [Operator Instructions] Your next question comes from Frank Payer, Private Investor. Please go ahead.

Unidentified Analyst: Hi, everybody. My question is — I have kind of two questions, maybe three. When the promotion that increase the brand partners was announced as a result of that, did the partners were they added through people recruiting to their downside existing partners recruiting people? Or are they fresh with no upside person?

Heather Cobb : That’s a great question, Frank. We actually — we don’t do any direct recruiting. We count on our brand partners to spread the words, read our mission and make that opportunity available. We did see some come in initially without somebody that they were wanting to sign up under as a sponsor. But as is part of our protocol, we automatically assign those to a sponsor just because that’s how our structure works.

Unidentified Analyst: Okay. If I would summarize that I would maybe conclude that your promotion was inspiring to the existing brand partners, and they went out and got some new folks.

Heather Cobb : That’s absolutely correct.

Unidentified Analyst: Perfect. Okay. The previous caller had mentioned buying back shares of stock or dividends, and I’ve been a shareholder for quite a while, and I did appreciate the dividends is very attractive. I guess I’m wondering what does your banker think about starting to buy back stock or pay dividends at this point in time.

Craig White : Well, yeah, we didn’t commit to doing it at this point in time. They would not yet be in favor of that. It’s just once we are out of debt with our current lender and potentially moving to different lender or whatever our future may be, then we would look at it. It’s not going to be before we execute this sale transaction.

Unidentified Analyst: Okay. One more is that, if I took my notes correctly, you have — you think you have $30 million of excess inventory?

Craig White : Unfortunately, yes.

Unidentified Analyst: Okay. Any great idea on how to get rid of that, that you haven’t thought of?

Craig White : Well, there’s been a lot of people that try to advise us. Now it’s very delicate. We don’t want to do anything that would damage our current business model. So we’re using tactics like discounting and things like that. And we’ve done — on decreased sales, we’ve still moved a lot of inventory. So it’s working well. We’re staying within the confines of our — the restrictions put on us by the bank within our line of credit. So everything we’re doing so far is working. But yeah, we’re going to get into the fall, which is normally at a higher selling time, so that should reduce inventory. But like we’ve said before, this is all good inventory. It’s not — doesn’t need to be written off or written down or anything like that. It’s still very, very salable product. So we’re going to turn it into cash and get more — get stronger.

Unidentified Analyst: Sounds great. Thank you, folks. Keep up the good work.

Heather Cobb : Thanks, Frank.

Operator: There are no further questions at this time. I would hand over the call to Craig White for closing comments. Please go ahead.

Craig White : Thanks, everyone, for joining us on our call today. Just as a heads up, because of the timing of the 4th of July holiday, we will be filing our 10-Q on Monday. So again, appreciate your continued support, and we look forward to providing you an additional update in October. Thank you.

Operator: Ladies and gentlemen, this concludes today’s conference call. Thank you for your participation, and you may now disconnect.