<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 September 30, 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)
299 Market Street, Saddle Brook, NJ 07663
--------------------------------------------------
(Address of principal executive offices) (Zip Code)
(201) 712-0090
--------------
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 November 12, 1999.
<PAGE> 2
PART 1
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PEOPLES EDUCATIONAL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
September 30, 1999 December 31, 1998
------------------ -----------------
<S> <C> <C>
ASSETS
Current Assets
Cash and Cash Equivalents $ 1,571,020 $ 565,678
Accounts Receivable, Net of Returns Allowances, less Allowance
for Doubtful Accounts of $62,162 in 1999 and $35,162 in 1998 3,153,129 504,545
Inventory 425,937 439,089
Refundable Income Taxes - 132,500
Deferred Income Taxes 87,035 55,800
Advance Royalties 72,645 66,000
Prepaid Catalog Expenses and Other Current Assets 70,847 65,692
---------------- -----------------
Total Current Assets 5,380,613 1,829,304
---------------- -----------------
Equipment - At Cost, Less Accumulated Depreciation
of $107,889 in 1999 and $82,109 in 1998 101,451 112,698
---------------- -----------------
Deferred Prepublication Costs - Net 768,750 540,333
Intangible Assets - Net 40,529 72,983
Advance Royalties 35,479 40,123
Deferred Income Taxes 34,252 32,636
Deferred Finance Charges 30,000 -
Other 27,524 7,845
---------------- -----------------
Total Other Assets 936,534 693,920
---------------- -----------------
Total Assets $ 6,418,598 $ 2,635,922
================ =================
</TABLE>
<PAGE> 3
PEOPLES EDUCATIONAL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
September 30, 1999 December 31, 1998
------------------ -----------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities
Accounts Payable $ 3,768,389 $ 671,053
Accrued Expenses 280,305 148,693
Line of Credit Note - 234,000
Corporate Taxes payable 260,500 4,500
----------------- ----------------
Total Current Liabilities 4,309,194 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 1,604,988 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 1,113,500 1,081,880
----------------- ----------------
Total Mandatory Redeemable Stock 2,718,488 2,646,605
----------------- ----------------
Stockholder's Deficit
Common stock, $0.02 par value; authorized 15,000,000 shares;
issued and outstanding 153,260 3,065 3,065
1998 Convertible Stock, $0.02 par value; voting; authorized,
issued and outstanding 600,000 shares 12,000 12,000
Additional Paid In Capital 95,464 95,464
Accumulated Deficit (594,613) (1,054,458)
----------------- ----------------
(484,084) (943,929)
Less: Note Receivable from issuance of 1998 Convertible Stock (125,000) (125,000)
----------------- ----------------
Total Stockholder's deficit (609,084) (1,068,929)
----------------- ----------------
Total Liabilities and stockholder's deficit $ 6,418,598 $ 2,635,922
================= ================
</TABLE>
<PAGE> 4
PEOPLES EDUCATIONAL HOLDINGS, INC. AND SUBSIDIARY
CONDENSED STATEMENTS OF INCOME AND ACCUMULATED DEFICIT (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
--------------------------------- ----------------------------------
September 30 September 30 September 30 September 30
1999 1998 1999 1998
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales and Commission Revenues $ 5,329,228 $ 2,584,549 $ 7,909,736 $ 5,292,837
---------------------------------- -----------------------------------
Costs and Other Expenses:
Cost of Sales 3,753,461 1,549,021 5,137,483 2,692,362
Selling and Administrative Expenses 597,008 564,229 1,869,655 1,646,727
----------------------------------- ----------------------------------
Operating Income 978,759 471,299 902,598 953,748
Interest Expense (3,428) (6,641) (20,966) (10,951)
Interest Income 540 12,382 14,293 20,326
Gain on Sale of Assets - - 500 -
----------------------------------- ----------------------------------
Net Income Before Taxes 975,871 477,040 896,425 963,123
Provision for Taxes 397,149 195,683 364,697 393,430
----------------------------------- ----------------------------------
Net Income 578,722 281,357 531,728 569,693
Preferred Stock Dividends (23,960) (23,960) (71,880) (71,880)
----------------------------------- ----------------------------------
Net Income Applicable to Common Shareholders $ 554,762 $ 257,397 $ 459,848 $ 497,813
=================================== ==================================
Net Income per Common Share
Basic: $ 0.69 $ 0.42 $ 0.57 $ 0.88
Diluted: $ 0.20 $ 0.10 $ 0.35 $ 0.29
=================================== ==================================
Weighted Average no. of Common
Shares Outstanding
Basic: 805,760 615,586 805,760 568,049
Diluted: 2,935,216 2,745,312 1,515,578 1,987,429
=================================== ==================================
</TABLE>
<PAGE> 5
PEOPLES EDUCATIONAL HOLDINGS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
September 30, 1999 September 30, 1998
-------------------- --------------------
<S> <C> <C>
Cash Flows From Operating Activities
Net Income $ 531,728 $ 569,693
Adjustments to Reconcile Net Income to Net Cash Provided by Operating
Activities
Depreciation 25,780 18,240
Amortization of Prepublication Costs and Intangible Assets 277,532 157,674
Changes in Assets and Liabilities
Accounts Receivable (2,648,584) (669,761)
Inventory 13,152 (43,628)
Prepaid Catalog Expenses (5,155) 46,741
Advance Royalties (2,001) (24,873)
Deferred Income Taxes (32,851) 220,097
Other (19,679) 1,500
Accounts Payable 3,097,336 811,877
Accrued Expenses 131,612 (8,302)
Corporate Taxes Payable 388,500 37,337
-------------- --------------
Net Cash Provided by Operating Activities 1,757,370 1,116,595
-------------- --------------
Cash Flows From Investing Activities
Purchases of Fixed Assets (14,533) (65,103)
Expenditures for Prepublication Costs (473,495) (301,107)
-------------- --------------
Net Cash (Used in) Investing Activities (488,028) (366,210)
-------------- --------------
Cash Flows From Financing Activities
Net Proceeds under (Repayments on) Line of Credit (234,000) 296,000
Deferred Finance Charges (30,000)
Principal Payments on Notes Payable (33,651)
-------------- --------------
Net Cash Provided by (Used in) Financing Activities (264,000) 262,349
-------------- --------------
Net Increase in Cash and Cash Equivalents 1,005,342 1,012,734
Cash and Cash Equivalents
Beginning of Year 565,678 182,116
-------------- --------------
End of Year $ 1,571,020 $ 1,194,850
============== ==============
Supplemental Cash Flow Information
Cash Payments for:
Interest $ 20,966 $ 15,300
Income Taxes 6,075 135,920
============== ==============
Noncash Financing Activities
Increase in mandatory redeemable preferred stock, and increase
in accumulated deficit from accrued dividends $ 71,880 $ 71,880
============== ==============
</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 September 30, 1999, are not necessarily indicative
of the operating results to be expected for the full fiscal year.
NOTE 2 - Basic & Diluted Per Share
Basic per share amounts are computed, generally, by dividing net income or loss
by the weighted average number of common shares outstanding. Diluted per share
amounts assume the conversion, exercise or issuance of all potential common
stock instruments unless the effect is anti-dilutive thereby reducing the loss
or increasing the income per common share.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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. 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 the
Concourse Corporation prior to the merger.
<PAGE> 7
SEASONALITY
The supplementary school publishing business is seasonal, cycling around the
school year that runs from September through May. The third quarter ended
September 30th has historically produced over 50% of the annual revenue. The
nine-months ended September 30,1999 historically represent over 80% of full year
revenues.
RESULTS OF OPERATIONS
Third Quarter 1999 vs. Third Quarter 1998
Total revenues for the three months ended September 30, 1999 were $5,329,000 as
compared to $2,585,000 for the same period in 1998 representing a 106.2%
increase. Test Preparation and Advanced Placement product line revenue increased
$363,000 and $2,808,000, respectively, from the prior year, whereas Instruction
product line revenue and Commissions were down $138,000 and $288,000,
respectively, from the prior year.
Third quarter 1999 Test Preparation revenues increased by $363,000 (243.6%) over
the same period in 1998 as a result of increased market penetration and the
publication of new titles.
Advanced Placement revenue in the third quarter of 1999 increased by $2,808,000
(195.8%) over the third quarter of 1998. On May 1, 1999, PPG signed a new
three-year contract with one of its large volume Advanced Placement publishers.
Under the terms of the old contract, PPG limited its activity to sales and
marketing and received a sales commission from the publisher with no
corresponding cost of sales. Under the new agreement, PPG now invoices customers
for the full amount of the sale and is billed for inventory as the publisher
drop ships to the customer. This new arrangement has the effect of increasing
Advanced Placement revenue and cost of sales while yielding lower gross margins
than Instruction and Test Preparation revenue. As a result of this new
agreement, PPG believes that it will be able to grow Advanced Placement revenue
and to increase the total amount of gross margin associated with those sales.
Commission revenue for the quarter ended September 30,1999 was $1,000 which is
$288,000 less than the same period in the prior year. This is a result of the
new Advanced Placement contract as discussed above.
Gross Margin for the third quarter in 1999 was $1,576,000 (29.6%) as compared to
$1,036,000 (40.1%) in the same period in 1998. The increase in gross margin
dollars is a result of the higher Test Preparation and Advanced Placement
revenue. The decline in gross margin percentage is primarily due to the increase
in Advanced Placement sales, which, effective May 1, 1999, are publications
purchased for resale with a resulting overall lower gross margin percentage.
Selling and Administrative expense for the third quarter in 1999 was $597,000,
an increase of $33,000 (5.8%) from the same period in 1998. Increase is due to
increased commission expense related to Test Preparation revenue and increases
in personnel related expenses and systems upgrades.
For the quarter ended September 30, 1999, the Company had operating income of
$979,000 (18.4%) as compared to $471,000 (18.2%) during the same period in 1998.
This increase is a result of higher revenues in both Test Preparation and
Advanced Placement and the resulting gross margin dollars.
Nine Months 1999 vs. Nine Months 1998
Total revenue for the nine months ended September 30, 1999 was $7,910,000 as
compared to $5,293,000 for the same period in 1998 representing a 49.4%
increase. Test Preparation and Advanced Placement product line revenue increased
$367,000 and $3,254,000, respectively, from the prior year whereas Instruction
product line revenue and Commissions were down $633,000 and $370,000,
respectively, from the same period in 1998.
Instruction revenue decreased by $633,000 primarily as a result of a $591,000
sale of Instruction materials to a Midwest school district during the first nine
months of 1998. This sale was unusual in terms of size. It resulted in a
significant increase in gross margins and operating income in 1998. No
comparable sales developed during the nine months ended September 30, 1999.
Excluding this sale from Instruction revenues for the nine months ended
September 30, 1998, Instruction revenues for the current period were $43,000
(2.8%) below prior year.
<PAGE> 8
Test Preparation revenue for the nine months ended September 30, 1999 increased
by $367,000 (56.3%) over the same period in 1998 as a result of increased market
penetration and the publication of new titles.
Advanced Placement revenue for the nine months ended September 30, 1999
increased $3,254,000 (155.4%) over the same period in 1998. This is attributed
to the new contract that PPG entered into with one of its large volume Advanced
Placement publishers changing the relationship from a commission-based agreement
to a resale-based agreement as discussed above under the headings Third Quarter
1999 vs. Third Quarter 1998.
Commission revenue decreased $370,000 (91.7%) for the nine months ended
September 30, 1999, as compared to same period in 1998 as a result of the new
Advanced Placement contract as discussed above.
Gross Margin for the nine months ended September 30, 1999 was $2,772,000 (35.0%)
as compared to $2,600,000 (49.1%) in the same period in 1998. The increase in
dollars is a result of the overall net increase in revenue as discussed above.
The decline in gross margin percentage is primarily due to the increase in
Advanced Placement sales, which effective May 1, 1999, are publications
purchased for resale with a resulting lower gross margin percentages.
Selling and Administrative expense for the nine months ended September 30, 1999
was $1,870,000, an increase of $223,000 (13.5%) from the same period in 1998.
Selling expense for 1999 are consistent with the prior year. Increase in
Administrative expense is related to increases in personnel and general office
expense and systems upgrades. In addition, expenses associated with the
Company's public status added approximately $46,000 to Administrative expense as
compared to the same period in 1998.
For the nine months ended September 30, 1999, the Company had income from
operations of $903,000 as compared to $954,000 for the same period in 1998. The
prior year results were positively skewed as a result of the large Instruction
material sale to the aforementioned Midwest school district. This was offset in
the current year by the significant increase in Test Preparation and Advanced
Placement revenues and the associated gross margin.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1999, the Company had cash and working capital of $1,571,000
and $1,071,000, respectively, as compared to cash and working capital of
$566,000 and $771,000, respectively, as of December 31, 1998. The increase in
cash and working capital is primarily due to the company's income for the period
and increase in accounts payable offset by the increase in expenditures for
Pre-publication costs, paydown on the line of credit borrowings and increase in
accounts receivable.
The Company has a line of credit agreement with a bank, which currently allows
borrowings of up to $1,500,000.
Inventories totaled $426,000 and $439,000 at September 30, 1999, and December
31, 1998, respectively and are comparable between periods.
Accounts Receivable totaled $3,153,000 and $505,000 at September 30, 1999 and
December 31, 1998, respectively. The higher Accounts Receivable level in 1999 is
associated with direct billing of customers for Advanced Placement materials and
the revenue recorded in the third quarter of 1999.
The Company's core business is based substantially on the development of new
proprietary educational materials with associated costs capitalized on the
Company's balance sheet as Pre-publication costs. These costs are amortized over
a three-year period. Pre-publication expense for the nine months ending
September 30,1999 increased 105.9 %, to $245,000 in 1999 from $119,000 in 1998.
Pre-publication capital expenditures increased to $473,000 in 1999 an increase
of $172,000 (57.1%) from the same period in 1998.
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.
<PAGE> 9
Y2K COMPLIANCE
The Company has tested all of its computer equipment and replaced any that was
not Year 2000 ("Y2K") compliant. The Company's LAN is a Pentium II 400 MHz with
a Y2K compliant Intel chip.
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 that is responsible for
PPG's important billing and reporting operations systems, uses an IBM AS/400
operating system. American Book Center 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, telephone system, and postage system are Y2K compliant. During
the third quarter of 1999 American Book Center and the Company conducted a
detailed test of its systems utilizing transactions with a post 1999 date. All
mission critical reports were compliant. Some query reports were not compliant
and are in the process of being rewritten and will be completed in the fourth
quarter. The Company and American Book Center will be conducting additional
tests in the fourth 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.
The Company 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 affect the Company, are
Y2K compliant. In addition, The Company has contacted publishers whose products
are distributed in the Company'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 $20,000
and the Company currently estimates that it's fourth quarter expenditures for
additional testing to ensure Y2K compliance will be minimal.
<PAGE> 10
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: November 12, 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,571,020
<SECURITIES> 0
<RECEIVABLES> 3,153,129
<ALLOWANCES> 0
<INVENTORY> 425,937
<CURRENT-ASSETS> 5,380,613
<PP&E> 209,340
<DEPRECIATION> 107,889
<TOTAL-ASSETS> 6,418,598
<CURRENT-LIABILITIES> 4,309,194
<BONDS> 0
2,718,488
0
<COMMON> 3,065
<OTHER-SE> 107,464
<TOTAL-LIABILITY-AND-EQUITY> 6,418,598
<SALES> 7,909,736
<TOTAL-REVENUES> 7,909,736
<CGS> 5,137,483
<TOTAL-COSTS> 5,137,483
<OTHER-EXPENSES> 1,869,655
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 20,966
<INCOME-PRETAX> 896,425
<INCOME-TAX> 364,697
<INCOME-CONTINUING> 531,728
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 531,728
<EPS-BASIC> .57
<EPS-DILUTED> .35
</TABLE>
