<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended March 31, 1999.
[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 (No Fee Required)
For the transition period from to .
------------------ ----------------
Commission File No. 2-86551C
Peoples Educational Holdings, Inc.
----------------------------------------------
(Name of small business issuer in its charter)
Minnesota 41-1368898
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
230 W. Passaic Street, Maywood, NJ 07607
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
(201) 712-1142
-------------------------
Issuer's telephone number
Former name: Concourse Corporation
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the past 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 [ ]
Indicate the number of shares outstanding of each of the Issuer's
classes of common stock, as of the latest practical date: 153,260 shares of
Common Stock (par value $0.02 per share) outstanding on May 14, 1999.
<PAGE> 2
PART 1
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PEOPLES EDUCATIONAL HOLDING, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
-------------- -----------------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 548,940 $ 565,678
Accounts receivable, less allowance of
$ 193,248 and $ 186,917 592,983 504,545
Inventory 452,373 439,089
Refundable Income Taxes 132,500 132,500
Deferred Income Taxes 76,000 55,800
Advance Royalties 61,594 66,000
Prepaid catalog expenses and other current assets 27,216 65,692
-------------- ----------------
Total current assets 1,891,606 1,829,304
-------------- ----------------
Equipment - At Cost, Less Accumulated
Depreciation of $ 89,984 and $ 82,109 104,428 112,698
-------------- ----------------
Other Assets
Deferred Prepublication Costs 649,451 540,333
Other Intangible Assets, net 62,165 72,983
Advance Royalties 37,794 40,123
Deferred Income Taxes 32,614 32,636
Deferred Financing Costs 15,000 0
Other 11,044 7,845
-------------- ----------------
Total other assets 808,068 693,920
-------------- ----------------
Total Assets $ 2,804,102 $ 2,635,922
============== ================
</TABLE>
<PAGE> 3
PEOPLES EDUCATIONAL HOLDING, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
<TABLE>
<CAPTION>
March 31, 1999 December 31,1998
-------------- ----------------
<S> <C> <C>
Current Liabilities
Accounts payable $ 585,007 $ 671,053
Notes payable under line of credit 484,000 234,000
Accrued expenses 182,137 148,693
Corporate taxes payable 4,500 4,500
-------------- ----------------
Total current liabilities 1,255,644 1,058,246
-------------- ----------------
Mandatory Redeemable Stock
1990 Redeemable Convertible Stock, $0.02 par value; voting; authorized
1,300,000 shares; issued and outstanding 1,278,120
shares; stated at liquidation value plus accrued dividends 1,578,145 1,564,725
1993 Redeemable Convertible Stock, $0.02 par value; voting;
authorized 700,000 shares; issued and outstanding 680,000
shares; stated at liquidation value plus accrued dividends 1,092,420 1,081,880
-------------- ----------------
Total Mandatory redeemable stock 2,670,565 2,646,605
-------------- ----------------
Stockholders' deficit
Common stock, $0.02 par value; authorized 15,000,000 shares
issued and outstanding 153,260 shares in 1998 3,065 3,065
1998 Convertible Stock, $0.02 par value; voting; authorized
600,000 shares; issued and outstanding 600,000 shares 12,000 12,000
Additional Paid In Capital 95,464 95,464
Accumulated (Deficit) (1,107,636) (1,054,458)
-------------- ----------------
(997,107) (943,929)
Less: Note Receivable from issuance of 1998 Stock (125,000) (125,000)
-------------- ----------------
Total Stockholders' deficit (1,122,107) (1,068,929)
-------------- ----------------
Total Liabilities and Stockholders' deficit $ 2,804,102 $ 2,635,922
============== ================
</TABLE>
<PAGE> 4
PEOPLES EDUCATIONAL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
---------------------------------
March 31 March 31
1999 1998
----------- -----------
<S> <C> <C>
Sales and Commision Revenues $ 1,097,246 $ 990,871
Cost of Sales 458,778 366,978
----------- -----------
GROSS PROFIT 638,468 623,893
Selling and administrative expenses 685,768 581,610
----------- -----------
INCOME (LOSS) FROM OPERATIONS (47,300) 42,283
Non-operating income (expense):
Interest Expense (9,631) (1,004)
Interest Income 7,535 2,168
----------- -----------
INCOME (LOSS) BEFORE INCOME TAXES (49,396) 43,447
Federal and state income tax expense (benefit) (20,178) 17,747
----------- -----------
NET INCOME (LOSS) $ (29,218) $ 25,700
Mandatory Redeemable Convertible Stock Dividends (23,960) (23,960)
----------- -----------
NET INCOME (LOSS) APPLICABLE TO
COMMON STOCKHOLDERS $ (53,178) $ 1,740
=========== ===========
Net income (loss) per common share:
Basic $ (0.07) 0.00
Diluted $ (0.07) 0.00
=========== ===========
Weighted average number of common
shares outstanding 805,760 543,760
=========== ===========
</TABLE>
<PAGE> 5
PEOPLES EDUCATIONAL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
---------------------------------------
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss) $ (29,218) $ 25,700
-------------- --------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 7,875 5,088
Amortization 10,818 10,818
(Increase) decrease in accounts receivable (88,438) 135,703
(Increase) decrease in inventory (13,284) 13,604
(Increase) decrease in Prepaid Catalog Expenses 38,476 17,990
(Increase) decrease in Prepaid Expenses - -
(Increase) decrease in Advance Royalties 6,735 (22,874)
(Increase) decrease in Deferred Income Taxes (20,178) 17,748
(Increase) decrease in Other Assets (2,804) -
Increase (decrease) in accounts payable (86,046) (233,942)
Increase (decrease) in income taxes payable - (3,220)
Increase (decrease) in accrued expenses 33,444 17,737
-------------- --------------
Total Adjustments (113,402) (41,348)
-------------- --------------
Net cash used in operating activities (142,620) (15,648)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of Fixed Assets - (29,160)
Pre-Publication Costs (109,118) (31,969)
-------------- --------------
Net cash used in investing activities (109,118) (61,129)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on notes - (11,438)
Net Proceeds from Borrowing of Credit line 250,000 110,000
Deferred Financing Costs (15,000) -
-------------- --------------
Net cash (used) provided by financing activities 235,000 98,562
-------------- --------------
Net increase (decrease) in cash and cash equivalents (16,738) 21,785
Supplemental Cash Flow Information
Cash at beginning of period 565,678 182,116
-------------- --------------
Cash at end of period $ 548,940 $ 203,901
============== ==============
Cash payments for:
Interest $ 8,150 $ 1,004
Income Taxes - 3,220
Non-cash Financing Activities:
Increase in mandatory redeemable stock and increase
in accumulated deficit from accrued dividends $ 23,960 $ 23,960
</TABLE>
<PAGE> 6
Peoples Educational Holdings, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 1 - Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared by the Company without audit and in accordance with the instructions to
Form 10-QSB and therefore do not include all information and disclosures
necessary for a fair presentation of financial position, results of operations,
and cash flows in conformity with generally accepted accounting principles.
These unaudited financial statements contain, in the opinion of management, all
adjustments (consisting of normal accruals and other recurring adjustments)
necessary for a fair presentation of the consolidated financial position,
results of operations, and cash flows for the periods presented. The operating
results for the period ended March 31, 1999, are not necessarily indicative of
the operating results to be expected for the full fiscal year.
NOTE 2 - Net Income (Loss) Per Share
Dilutive earnings (loss) per share amounts for the quarters ended March
31, 1998 and March 31, 1999 are the same as basic earnings (loss) per share
amounts, since the effect of the 1990 and 1993 redeemable convertible stock
(convertible into 2,129,456 common shares) is antidilutive for each period.
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
FORWARD LOOKING STATEMENTS
This form 10-QSB contains forward-looking statements regarding Peoples
Educational Holdings, Inc. (the "Company"), its wholly-owned subsidiary The
Peoples Publishing Group, Inc. ("PPG") and their markets as defined in section
21E of the Securities Exchange Act of 1934. These forward-looking statements
involve a number of risks and uncertainties, including (1) demand from major
customers, (2) effects of competition, (3) changes in product or customer mix or
revenues and in the level of operating expenses, (4) rapidly changing
technologies and the Company's ability to respond thereto, (5) the impact of
competitive products and pricing, (6) local and state levels of educational
spending, (7) the Company's and PPG's Year 2000 readiness, (8) the Company's and
PPG's ability to retain qualified personnel, (9) PPG's ability to retain its
distribution agreements in the Advanced Placement market, (10) the sufficiency
of PPG's copyright protection, (11) PPG's ability to continue to rely on the
services of American Book Center, and other factors disclosed below and
throughout this report.
The actual results that the Company or PPG achieves may differ materially from
any forward-looking statements due to such risks and uncertainties. The Company
undertakes no obligation to revise any forward-looking statements in order to
reflect events or circumstances that may arise after the date of this report.
Readers are urged to carefully review and consider the various disclosures made
by the Company in this report, including the discussion set forth below and in
the Company's other reports filed with the Securities and Exchange Commission
from time to time that attempt to advise interested parties of the risks and
factors that may affect the Company's business and results of operations.
INTRODUCTION
PPG was incorporated in Delaware in 1989 and on March 19, 1990, completed an
asset purchase of a high school remedial education product line from New Readers
Press, a division of Laubach Literacy International. Effective November 1, 1998,
PPG merged into a subsidiary of Peoples Educational Holdings, Inc. (the
"Company") (formerly Concourse Corporation) a public company with only minimal
operations. As a result of the merger, PPG became a wholly-owned subsidiary of
the company. All of the Company's operations are currently conducted through
PPG. For accounting purposes, the merger was treated as if PPG acquired
Concourse Corporation in a purchase transaction. As a result, this report and
the following discussion excludes any financial results of Concourse Corporation
prior to the merger.
SEASONALITY
The supplementary school publishing business is seasonal, cycling around the
school year that runs September through May. For PPG, the quarter ending March
31, has historically been the lowest revenue quarter.
<PAGE> 8
REVENUES AND NET INCOME
Revenues for the quarter ended March 31, 1999 were $1,097,246, which represents
a $106,375 or 10.7% increase over the same quarter in 1998. Instruction sales in
the first quarter 1999 were $433,833, increasing $35,851 or 9.0% over the same
quarter in 1998. Advanced Placement sales lead the overall first quarter
increase with first quarter 1999 revenues of $241,497 up $75,015 or 45% over the
1998 first quarter. Test Preparation sales were $421,916 down $4,492 from the
first quarter 1998 level.
<TABLE>
<CAPTION>
Three Months Ended
Revenues: March 31, March 31, Variance % change
1999 1998
<S> <C> <C> <C> <C>
Instruction $ 433,833 $397,982 $ 35,851 9.0
Advanced Placement $ 241,497 $166,482 $ 75,015 45.0
Test Preparation $ 421,916 $426,408 ($4,492) (1.0)
- ---------------------------------------------------------------------------------------------------
TOTAL $1,097,246 $990,871 $106,375 10.7
</TABLE>
The increase in Instruction sales was due to an increase in Student-At-Risk
sales in both proprietary and non-proprietary products. The small decrease in
Test Preparation sales relates to the seasonality of first quarter sales. The
Advanced Placement sales increase is a result of improved marketing and sales.
GROSS MARGIN AND COST OF SALES
The gross margin for the quarter ended March 31, 1999 was $638,468 or 58.2% of
sales compared to 63.0% for the same period in 1998. The decline in gross margin
as a percentage of sales can be primarily attributed to the increase in Advanced
Placement sales, which are publications purchased for resale and therefore have
higher relative costs and in turn lower gross margins.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling and Marketing Expense for the quarter ended March 31, 1999 was $255,991
compared to $273,972 for the first quarter of 1998. The decrease in expenses is
related to the timing of advertising and free copy expenses both of which will
be pushed into the third and fourth quarters. General and Administrative
Expenses for the first quarter 1999 increased $122,139, over the first quarter
of 1998 and were $429,777 and $307,638 for the first quarter of 1999 and 1998,
respectively. The increase is due to the addition of two full time and three
part time employees resulting in increased salaries and benefits, increases in
volume related expenses such as general office, travel expenses, and accrued
incentive and incremental expenses associated with the Company's public status.
INCOME (LOSS) FROM OPERATIONS
For the quarter ended March 31, 1999 the Company produced a net loss from
operations of $47,300 compared to a net profit of $42,283 for the same period in
1998. Although first quarter 1999 sales increased by $106,375, due to the higher
percentage cost of sales as compared to the first quarter of 1998, the increase
in gross margin was only $18,800 in the first quarter of 1999 as compared to
1998. This increased gross margin was insufficient to cover the increases in
General and Administrative expenses, resulting in a decrease in first quarter
net operating
<PAGE> 9
results.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1999, the Company had cash and working capital of $548,940 and
$635,962, respectively, as compared to cash and working capital of $565,678 and
$771,058, respectively, as of December 31, 1998. The decreases in cash and
working capital were primarily due to the Company's net operating loss for the
quarter.
PPG has a line of credit agreement with a bank which currently allows borrowings
of up to $1,000,000 during certain peak seasonal months of the year and is
otherwise limited to $500,000. This credit agreement has been renewed through
May 2000 and the credit limit has been increased to $1,500,000 during certain
peak seasonal months and $1,000,000 during the remainder of the year.
Inventories totaled $452,373 and $439,089 at March 31, 1999, and December 31,
1998, respectively. The higher level of inventory in 1999 is associated with
higher levels of actual and anticipated sales in the current year as compared to
the prior year.
Accounts receivable totaled $592,983 and $565,678 at March 31, 1999 and December
31, 1998, respectively. This higher level in 1999 is associated with the
increase in sales activity recorded during the first quarter of the year.
PPG's business is substantially based on development of new educational
materials whose costs are capitalized on the Company's balance sheet as
pre-publications costs and are then amortized over a number of years.
Pre-publication expenditures for the first quarter of 1999 were $109,118,
representing a substantial increase over the expenditure of $31,969 for the
first quarter of 1998. This increase in pre-publication spending is associated
with an increase in the number of new products under development.
The Company believes that its cash and line of credit together with cash
generated from operations will be sufficient to meet its normal cash needs in
1999.
Y2K COMPLIANCE
The Company is currently in the process of testing all of its computer equipment
and replacing any that is not Year 2000 ("Y2K") compliant with Pentium II 350
computers with Y2K compliant Intel chips. The Company's LAN is a Pentium II 400
MHZ with a Y2K compliant Intel chip. The Company intends to have its computer
systems tested by an outside consultant in the second quarter of 1999. The
computer system used by the Company's telemarketers is a new Y2K compliant
system and is tied into the Company's LAN. All computer terminals used by PPG's
in-house Operations Department, which are tied into the Y2K compliant LAN, are
currently being tested and will be replaced if not Y2K compliant.
The Company's bookkeeping system ties in with the Company's outside accounting
service's system, and was upgraded during the first quarter of 1999 to be Y2K
compliant. The Company has tested its credit card system and postage meter, and
believes that they meet the Y2K compliance standards.
American Book Center, the independent fulfillment center which is responsible
for PPG's important billing and reporting operations systems, uses an IBM AS/400
operating system. American Book Center
<PAGE> 10
has notified PPG in writing that it is aware of the importance of its role in
PPG's operations and that its IBM AS/400 operating system is Y2K compliant and
that its query programs, telephone system, and postage system are Y2K compliant.
During the first quarter of 1999 American Book Center powered up and tested post
2000 dates and advised the Company that no problems were encountered. In the
second quarter the Company plans to run a test group of invoices entered and
printed with a post 2000 date. Output files will be created to test reports and
make adjustments. American Book Center has advised the Company that the "Aged
Trial Balance," the only system using a date calculation, is being rewritten.
The Company and American Book Center will be conducting a test of this entire
system in the second quarter of 1999. The failure of the computer systems of
American Book Center to be Y2K compliant would have a material adverse effect on
the Company. Although the Company believes alternate manual processes exist that
could temporarily minimize any disruption caused by a Y2K failure at PPG or
American Book Center, such manual processes would not likely be effective or
sufficient for an extended period of time.
PPG is dependent on certain outside software vendors, printers, and pre-press
houses for book production, and has sent letters to these companies asking them
to confirm that their operations, as they effect PPG, are Y2K compliant. In
addition, PPG has contacted publishers whose products PPG distributes and which
are in PPG's catalogs, banks and insurance carriers, and to date, has not
received negative responses from any of these companies.
The Company's costs to date to determine Y2K compliance have been under $10,000
and the Company currently estimates that its expenditures to test and ensure Y2K
compliance will be approximately $35,000. In the event of a failure of any Y2K
tests scheduled by the Company for this spring, such expenditures would be
considerably higher.
PART 2
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
Exhibit 27. Financial Data Schedule
<PAGE> 11
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 14, 1999 PEOPLES EDUCATIONAL HOLDINGS, INC.
By: /s/ James J. Peoples
--------------------------------
James J. Peoples, Chairman,
President and Chief Executive
Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 548,940
<SECURITIES> 0
<RECEIVABLES> 592,983
<ALLOWANCES> 0
<INVENTORY> 452,373
<CURRENT-ASSETS> 1,891,606
<PP&E> 194,412
<DEPRECIATION> 89,984
<TOTAL-ASSETS> 2,804,102
<CURRENT-LIABILITIES> 1,255,644
<BONDS> 0
2,670,565
0
<COMMON> 3,065
<OTHER-SE> 107,464
<TOTAL-LIABILITY-AND-EQUITY> 2,804,102
<SALES> 1,097,246
<TOTAL-REVENUES> 1,097,246
<CGS> 458,778
<TOTAL-COSTS> 458,778
<OTHER-EXPENSES> 685,768
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,096
<INCOME-PRETAX> (49,396)
<INCOME-TAX> (20,178)
<INCOME-CONTINUING> (29,218)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (29,218)
<EPS-PRIMARY> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
