<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 June 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)
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 August 13, 1999.
<PAGE> 2
PART 1
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PEOPLES EDUCATIONAL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
ASSETS June 30,1999 December 31, 1998
------------ -----------------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 140,291 $ 565,678
Accounts receivable, less allowance of $ 178,094 in 1999
and $186,917 in 1998 902,608 504,545
Inventory 447,942 439,089
Refundable Income Taxes 132,900 132,500
Deferred Income Taxes 86,891 55,800
Advance Royalties 44,420 66,000
Prepaid catalog expenses and other current assets 8,193 65,692
---------- ----------
Total Current Assets 1,763,245 1,829,304
---------- ----------
Equipment - At Cost, Less Accumulated
Depreciation of $ 99,804 and $ 82,109 98,675 112,698
---------- ----------
Other Assets
Deferred Prepublication Costs 723,092 540,333
Intangible Assets, net 51,347 72,983
Advance Royalties 37,636 40,123
Deferred Income Taxes 34,252 32,636
Deferred Finance Charges 30,000 --
Other 12,881 7,845
---------- ----------
Total Other Assets 889,208 693,920
---------- ----------
Total Assets $2,751,128 $2,635,922
========== ==========
</TABLE>
<PAGE> 3
PEOPLES EDUCATIONAL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' (DEFICIT) June 30,1999 December 31, 1998
------------ -----------------
<S> <C> <C>
Current Liabilities
Accounts payable $ 938,972 $ 671,053
Notes payable 100,500 234,000
Accrued expenses 180,719 148,693
Corporate taxes payable 255 4,500
----------- -----------
Total Current Liabilities 1,220,446 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 1,591,565 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 1,102,960 1,081,880
----------- -----------
Total Mandatory Redeemable Stock 2,694,525 2,646,605
----------- -----------
Stockholders' Deficit
Common stock, $0.02 par value; authorized
15,000,000; shares issued and outstanding
153,260 shares 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 (1,149,372) (1,054,458)
----------- -----------
(1,038,843) (943,929)
Less: Note Receivable from issuance of 1998 Stock (125,000) (125,000)
----------- -----------
Total Stockholder's deficit (1,163,843) (1,068,929)
----------- -----------
Total Liabilities and stockholder's deficit $ 2,751,128 $ 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 Six Months Ended
---------------------------- ----------------------------
June 30 June 30 June 30 June 30
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Sales and Commission revenues $ 1,483,261 $ 1,717,018 $ 2,580,507 $ 2,707,788
----------- ----------- ----------- -----------
Costs and Other Expenses:
Cost of Sales 969,791 776,362 1,428,539 1,143,342
Selling and administrative expenses 542,329 500,490 1,228,128 1,082,000
----------- ----------- ----------- -----------
Income (Loss) Before Other Expenses (28,859) 440,166 (76,160) 482,446
Interest Expense (7,908) (17,539) (4,310)
(3,306)
Interest Income 6,218 5,776 13,753 7,943
Gain on Sale of Assets 500 -- 500 --
----------- ----------- ----------- -----------
Net Income(Loss) Before Taxes (30,049) 442,636 (79,446) 486,079
Provision for taxes (12,273) 180,004 (32,452) 197,747
----------- ----------- ----------- -----------
Net Income (Loss) (17,776) 262,632 (46,994) 288,332
Preferred stock dividends (23,960) (23,960) (47,920) (47,920)
----------- ----------- ----------- -----------
Net income applicable to common
shareholders (41,736) 238,672 (94,914) 240,412
=========== =========== =========== ===========
Net income (loss) per common share
Basic: (0.05) 0.44 (0.12) 0.44
Diluted: (0.05) 0.09 (0.12) 0.15
=========== =========== =========== ===========
Weighted average no. of common
shares outstanding
Basic: 805,760 543,760 805,760 543,760
Diluted 805,760 2,673,216 805,760 1,608,488
=========== =========== =========== ===========
Accumulated Deficit
Deficit at beginning of period (1,107,636) (1,273,015) (1,054,458) (1,274,755)
----------- ----------- ----------- -----------
Deficit at end of period (1,149,372) (1,034,343) (1,149,372) (1,034,343)
=========== =========== =========== ===========
</TABLE>
<PAGE> 5
PEOPLES EDUCATIONAL HOLDINGS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
June 30, 1999 June 30, 1998
------------- -------------
<S> <C> <C>
Cash Flows From Operating Activities
Net Income (Loss) $ (46,994) $ 288,333
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
Depreciation 17,695 10,842
Amortization 21,636 26,136
Changes in Assets and Liabilities
Accounts Receivable (398,053) (264,006)
Inventory (8,853) 35,059
Prepaid Catalog Expenses 57,499 30,870
Advance Royalties 24,067 (9,742)
Deferred Income Taxes (32,707) 194,329
Other (5,616) (7,500)
Accounts Payable 267,919 212,294
Accrued Expenses 32,026 32,015
Corporate Taxes Payable (4,255) --
--------- ---------
Net Cash Provided by (Used in) Operating Activities (75,636) 548,630
--------- ---------
Cash Flows From Investing Activities
Purchases of Fixed Assets (3,672) (59,236)
Expenditures for Prepublication Costs (182,579) (116,559)
--------- ---------
Net Cash Used in Investing Activities (186,251) (175,795)
--------- ---------
Cash Flows From Financing Activities
Net Proceeds from Line of Credit Borrowings (133,500) 128,000
Deferred Finance Charges (30,000) --
Payments on Loans -- (23,110)
--------- ---------
Net Cash Provided by (Used in) Financing Activities (163,500) 104,890
--------- ---------
Net Increase (Decrease) in Cash and Cash Equivalents (425,387) 477,725
Cash and Cash Equivalents
Beginning of Year 565,678 182,116
--------- ---------
End of Year $ 140,291 $ 659,841
========= =========
Supplemental Cash Flow Information
Cash Payments for:
Interest $ 17,062 $ 4,310
Income Taxes 4,900 10,920
========= =========
Noncash Financing Activities
Increase in mandatory redeemable preferred stock, and increase
in accumulated deficit from accrued dividends $ 47,920 $ 47,920
========= =========
</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 June 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.
SEASONALITY
The supplementary school publishing business is seasonal, cycling around the
school year that runs from September through May. The second quarter ended June
30th has historically produced 19-24% of the annual revenue and the six-month
period
<PAGE> 7
from 29-38% of the full-year revenues. The major revenue period for the
Company is in the third quarter, where it is anticipated that 47-55% of the
full-year sales have historically been recorded.
RESULTS OF OPERATIONS
2nd Quarter 1999 vs. 2nd Quarter 1998
Total revenues for the three months ended June 30, 1999 were $1,483,000 as
compared to $1,717,000 for the same period in 1998. Test Preparation and
Advanced Placement product line revenue increased $11,000 and $369,000,
respectively, from the prior year, whereas Instruction product line revenue and
commissions were down $531,000 and $83,000, respectively, from the prior year.
During the first six months of 1998 PPG had a $591,000 sale of Instruction
materials to a Midwest school district. Of this total sale, $41,000 occurred in
the first quarter of 1998 and the balance, $550,000, in the second quarter of
1998. This large second quarter sale was unusual both in terms of size and
timing. It resulted in gross margins and operating income performance not
normally encountered within the seasonal context of second quarter revenue. No
comparable sales developed during the three or six months ended June 30, 1999.
Excluding this sale from total revenues for the three months ended June 30,
1998, revenues for the second quarter 1999 increased by $316,000 (27.1%) over
the same period in 1998.
Test Preparation revenue for the second quarter of 1999 increased by $11,000
(14.9%) over the same period in 1998 as a result of increased market
penetration.
Advanced Placement revenue in the second quarter of 1999 increased by $369,000
(71.2%) over the second quarter of 1998. On May 1, 1999, PPG signed a new
three-year contact 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 decreased $83,000 (90.2%) for the three months ended June
30,1999 as compared to the same period in 1998 as a result of the new Advanced
Placement contract as discussed above.
Gross Margin for the second quarter in 1999 was $513,000 (34.6%) as compared to
$941,000 (54.8%) in the same period in 1998. The decrease in dollars is a result
of the lower revenues 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.
Selling and Administrative expense for the second quarter in 1999 was $542,000,
an increase of $42,000 (8.4%) from the same period in 1998. Selling expenses
decreased by $23,000 primarily due to the timing of advertising and free copy
expenses, both of which are being delayed until the third and fourth quarters.
This decrease was offset by an increase in Administrative expenses of $92,000
from the same period in 1998. Administrative expenses increased primarily due to
the addition of several full and part-time employees resulting in increased
salaries and related benefits and increased operating expenses.
For the quarter ended June 30, 1999, the Company had a loss from operations of
$29,000 as compared to $440,000 of income in the same period in 1998. The
current period results were not unexpected due to the seasonality of the
company's business cycle. The prior year results were positively skewed as a
result of the large sale to the Midwest school district, as discussed above.
Six Months 1999 vs. Six Months 1998
Total revenue for the six months ended June 30, 1999 was $2,581,000 as compared
to $2,708,000 for the same period in 1998. Test Preparation and Advanced
Placement product line revenue increased $6,000 and $445,000, respectively, from
the prior year whereas Instruction product line revenue and commissions were
down $495,000 and $83,000, respectively, from
<PAGE> 8
the same period in 1998. The Company attributes the decrease in total revenue to
the $591,000 sale of Instruction materials to a Midwest school district during
the first six months of 1998 as discussed above. No comparable sale developed
during the three or six months ended June 30, 1999. Excluding this sale from the
revenues for the six months ended June 30, 1998, revenues for the six months
ended June 30, 1999 increased by $464,000 (21.9%) over the same period in 1998.
Test Preparation revenue for the six months ended June 30, 1999 increased by
$6,000 (1.2%) over the same period in 1998 as a result of increased market
penetration.
Advanced Placement revenue for the six months ended June 30, 1999 increased
$445,000 (67.3%) over the same period in 1998. The Company believes this is
attributable 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 2nd Quarter 1999 vs. 2nd Quarter 1998.
Commission revenue decreased $83,000 (72.2%) for the six months ended June 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 six months ended June 30, 1999 was $1,128,000 (43.7%) as
compared to $1,564,000 (57.8%) in the same period in 1998. The decrease in
dollars is a result of the overall net decrease 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.
Selling and Administrative expense for the six months ended June 30, 1999 was
$1,228,000, an increase of $146,000 (13.5%) from the same period in 1998.
Selling expenses decreased by $32,000 primarily due to the timing of advertising
and free copy expenses, both of which are being delayed until the third and
fourth quarters. In addition, commission expense of $97,000 for the six months
ended June 30, 1999 is $18,000 less in the same period in 1998 as result of
lower commission sales. This decrease was offset by an increase in
Administrative expenses of $188,000 from the prior year. The increase is
primarily due to the addition of several full and part-time employees resulting
in increased salaries and related benefits and increased operating expenses. In
addition, expense associated with the Company's public status added
approximately $31,000 to Administrative expense as compared to the same period
in 1998.
For the six months ended June 30, 1999, the Company had a loss from operations
of $100,000 as compared to income of $482,000 for the same period in 1998. The
current period results were not unexpected due to the seasonality of the
Company's business cycle. The prior year results were positively skewed as a
result of the large sale to the Midwest school district.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1999, the Company had cash and working capital of $140,000 and
$563,000, respectively, as compared to cash and working capital of $566,000 and
$771,000, respectively, as of December 31, 1998. The decrease in cash and
working capital is primarily due to the company net loss for the period;
increase in Accounts Receivable; increase in expenditures for Pre-publication
costs; paydown on the line of credit borrowings and was offset by an increase in
accounts payable.
The Company has a line of credit agreement with a bank, which currently allows
borrowings of up to $1,500,000.
Inventories totaled $448,000 and $439,000 at June 30, 1999, and December 31,
1998, respectively and are comparable between periods.
Accounts receivable totaled $903,000 and $504,545 at June 30, 1999 and December
31, 1998, respectively. The higher inventory level in 1999 is associated with
direct billing of customers for Advanced Placement materials.
The Company's business is based substantially on the development of new
proprietary educational materials with associated costs capitalized on the
Company's balance sheet as Pre-publications costs. These costs are amortized
over a three-year period. Pre-publication expenditures for the quarter ended
June 30, 1999 were $77,000, a $38,000 increase from the same period in 1998.
Pre-Publication expenditures for the six months ending June 30, 1999 were
$131,000, a $59,000 increase from the same period in 1998, reflecting increased
product development.
<PAGE> 9
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 has tested its computer systems
and upgraded any systems that were not Y2K compliant. 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 the Company'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 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 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 ran a test group
of invoices entered and printed with a post 2000 date. Output files were 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 third 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 effect 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 $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 the third quarter, such expenditures would be
considerably higher.
<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: August 16, 1999 PEOPLES EDUCATIONAL HOLDINGS, INC.
By: /s/ James J. Peoples
----------------------------------------
James J. Peoples, Chairman, President and
Chief Executive Officer
<TABLE> <S> <C>
<ARTICLE> 5
<CURRENCY> U.S.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 140,291
<SECURITIES> 0
<RECEIVABLES> 902,608
<ALLOWANCES> 0
<INVENTORY> 447,942
<CURRENT-ASSETS> 1,763,245
<PP&E> 198,479
<DEPRECIATION> 99,804
<TOTAL-ASSETS> 2,751,128
<CURRENT-LIABILITIES> 1,220,446
<BONDS> 0
2,694,525
0
<COMMON> 3,065
<OTHER-SE> 107,464
<TOTAL-LIABILITY-AND-EQUITY> 2,751,128
<SALES> 2,580,507
<TOTAL-REVENUES> 2,580,507
<CGS> 1,428,539
<TOTAL-COSTS> 1,428,539
<OTHER-EXPENSES> 1,228,128
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,786
<INCOME-PRETAX> (79,446)
<INCOME-TAX> (32,452)
<INCOME-CONTINUING> (46,994)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (46,994)
<EPS-BASIC> (0.12)
<EPS-DILUTED> (0.12)
</TABLE>
