<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, 2000
[ ] 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: 3,188,849 shares of
Common Stock (par value $0.02 per share) outstanding on May 11, 2000.
<PAGE> 2
PART 1
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PEOPLES EDUCATIONAL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
<S> <C> <C>
ASSETS
Current Assets
Cash and Cash Equivalents $ 104,208 $ 143,852
Accounts Receivable, Net of Allowance for Doubtful
Accounts of $80,000 and Allowance for Returns 999,180 1,424,411
Inventory 671,167 566,357
Deferred Income Taxes 99,000 99,000
Advance Royalties 141,559 71,840
Prepaid Catalog Expenses and Other Current Assets 136,478 56,123
---------- ----------
Total Current Assets 2,151,592 2,361,583
---------- ----------
Equipment - At Cost, Less Accumulated Depreciation
of $135,168 in 2000 and $121,438 in 1999 213,603 212,316
---------- ----------
Other Assets
Deferred Prepublication Costs, net 895,637 853,340
Intangible Assets, net 18,837 29,710
Advance Royalties 34,657 35,100
Deferred Income Taxes 9,000 9,000
Other 81,091 25,289
---------- ----------
Total Other Assets 1,039,222 952,439
---------- ----------
Total Assets $3,404,417 $3,526,338
========== ==========
</TABLE>
<PAGE> 3
PEOPLES EDUCATIONAL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 598,911 $ 886,746
Accrued Expenses 342,160 103,190
Notes Payable under Line of Credit 725,000 450,000
Current Maturities of Long Term Debt 30,000 30,000
Corporate Taxes Payable -- 94,516
---------- ----------
Total Current Liabilities 1,696,071 1,564,452
---------- ----------
Long Term Debt, less current maturities 83,978 83,978
---------- ----------
Accrued and Unpaid Dividends on previously
outstanding 1990 and 1993 Redeemable Convertible Stock -- 810,850
---------- ----------
Total Liabilities 1,780,049 2,459,280
---------- ----------
Stockholders' Equity
Common stock, $0.02 par value; authorized 15,000,000 shares
issued and outstanding 3,188,849 shares in 2000 and 2,935,216
in 1999 63,777 58,704
Additional Paid In Capital 2,751,772 1,994,071
Accumulated Deficit (1,053,656) (850,067)
Less: Note Receivable from issuance of 1998 Stock (137,525) (135,650)
---------- ----------
Total Stockholders' Equity 1,624,368 1,067,058
---------- ----------
Total Liabilities and Stockholders' Equity $3,404,417 $3,526,338
========== ==========
</TABLE>
<PAGE> 4
PEOPLES EDUCATIONAL HOLDINGS, INC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31, 2000 March 31, 1999
---------------------- --------------------
<S> <C> <C>
Sales and Commissions $ 1,579,619 $ 1,097,246
Cost of Sales 831,079 458,778
---------------------- --------------------
GROSS PROFIT 748,540 638,468
Selling, General and Administrative Expenses 1,046,696 685,768
---------------------- --------------------
LOSS FROM OPERATIONS (298,156) (47,300)
Nonoperating Income (Expense)
Interest Income - 7,535
Interest Expense (14,433) (9,631)
---------------------- --------------------
LOSS BEFORE INCOME TAXES (312,589) (49,396)
Federal and State Income Tax Benefit (109,000) (20,178)
---------------------- --------------------
NET LOSS (203,589) (29,218)
Mandatory Redeemable Convertible Stock Dividends - (23,960)
---------------------- --------------------
NET LOSS APPLICABLE TO COMMON SHAREHOLDERS $ (203,589) $ (53,178)
====================== ====================
Net Loss per Common Share
Basic $ (0.07) $ (0.07)
Diluted (0.07) (0.07)
====================== ====================
Weighted-average Number of Common Shares Outstanding
Basic 3,104,305 805,760
Diluted 3,104,305 805,760
====================== ====================
</TABLE>
<PAGE> 5
PEOPLES EDUCATIONAL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Paid-In Accumulated Notes
Stock Capital Deficit Receivable Total
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1999 $ 58,704 $ 1,994,071 $ (850,067) $ (135,650) $ 1,067,058
Conversion of Accrued
Dividends on Redeemable
Convertible Stock into Common
Stock 5,073 755,826 760,899
Interest on Notes Receivable
from issuance of 1998
Convertible Stock 1,875 (1,875) -
Net Loss (203,589) (203,589)
----------- ------------- -------------- ------------ -------------
Balance, March 31, 2000 $ 63,777 $ 2,751,772 $ (1,053,656) $ (137,525) $ 1,624,368
=========== ============= ============== ============ =============
</TABLE>
<PAGE> 6
PEOPLES EDUCATIONAL HOLDINGS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------------------
March 31, 2000 March 31, 1999
-------------------- --------------------
<S> <C> <C>
Cash Flows From Operating Activities
Net Loss $ (203,589) $ (29,218)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities
Depreciation 14,230 7,875
Amortization of Prepublication Costs and Intangible
Assets 108,594 65,089
Changes in Assets and Liabilities
Accounts Receivable 425,231 (88,438)
Inventory (104,810) (13,284)
Prepaid Catalog and Other Current Assets (80,355) 38,476
Advance Royalties (69,276) 6,735
Other (55,802) (2,804)
Accounts Payable and Accrued Expenses (48,865) (52,602)
Corporate Taxes Payable (94,516) (20,178)
------------------ ----------------
Net Cash Used in Operating Activities (109,158) (88,349)
------------------ ----------------
Cash Flows From Investing Activities
Purchases of Fixed Assets (15,017) -
Expenditures for Prepublication Costs (140,518) (163,389)
------------------ ----------------
Net Cash Used in Investing Activities (155,535) (163,389)
------------------ ----------------
Cash Flows From Financing Activities
Net Proceeds under Line of Credit 275,000 250,000
Deferred Financing Costs - (15,000)
Payment of Accrued Dividends on Redeemable Convertible Stock (49,951) -
------------------ ----------------
Net Cash Provided by Financing Activities 225,049 235,000
------------------ ----------------
Net Decrease in Cash and Cash Equivalents (39,644) (16,738)
Cash and Cash Equivalents
Beginning of Period 143,852 565,678
------------------ ----------------
End of Period $ 104,208 $ 548,940
================== ====================
Supplemental Cash Flow Information
Cash Payments for:
Interest $ 14,435 $ 8,150
Income Taxes 50,000 -
================== ====================
Noncash Financing Activities
Increase in Mandatory Redeemable Preferred Stock, and Increase
in Accumulated Deficit from Accrued Dividends $ - $ 23,960
Conversion of Accrued Dividends into Common Stock 760,899 -
================== ====================
</TABLE>
<PAGE> 7
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, 2000, 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 their 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 ability to retain qualified personnel, (8)
PPG's ability to retain its distribution agreements in the Advanced Placement
market, (9) the sufficiency of PPG's copyright protection, (10) PPG's ability to
expand its product lines into additional states and (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.
SEASONALITY
The supplementary school publishing business is seasonal, cycling around the
school year that runs September through May. Typically, the major marketing
campaigns, including mailing of new catalogs and focused sales efforts, begin in
September when schools reopen. This is the period when sample books are provided
free for review to teachers for their purchase consideration. General marketing
efforts including additional sales and marketing campaigns, catalog mailings,
and complementary copies, continue throughout the school year. Teachers and
school districts generally review and consider books throughout the school year,
make their decisions in the winter and spring, and place their purchase orders
with the district office or other administrative units at that time. During
spring and summer, the district offices process purchase orders and send them to
publishers.
<PAGE> 8
For PPG, approximately 48-55% of sales via purchase orders have historically
been received from July through September. The remainder of the year is slower
for sales of most product lines. An exception is the Test Preparation product
line, with purchases occurring near the time the test is given as well as during
the summer months for summer programs that add extra test preparation for
students who are behind in their performance, and for the upcoming school year.
This natural seasonality of the supplementary educational materials market means
that PPG's fiscal year (calendar year) does not coincide with the school
purchase year. However new product development and launch, as well as expenses,
must be planned around the school year. A product launched in the fall of 2000,
for example, would not be expected to generate significant sales until summer of
2001. This seasonal delay in purchase must be accounted for when considering
growth and forecasts in the supplementary educational materials market. As noted
above, PPG receives and fulfills customer orders throughout the year, but its
largest revenue is produced in the July to September third-quarter. In general,
the Company's historical quarterly percentages of revenues to the full year
revenues fall within a predictable range, with net sales ranging from 10-14% in
the 1st quarter, 16-20% in the 2nd quarter, 48-55% in the 3rd quarter and 14-16%
in the 4th quarter.
RESULTS OF OPERATIONS
First Quarter 2000 vs. First Quarter 1999
Total revenue for the three months ended March 31, 2000 was $1,580,000 as
compared to $1,097,000 for the same period in 1999 representing a 44.0%
increase. All product lines, Instruction, Test Preparation and Advanced
Placement had revenue increases as compared to the prior period.
Instruction revenue increased by $89,000 (20.5%) from the same period in the
prior year. This increase is the result of increased telemarketing from the
prior year.
Test Preparation revenue for the three months ended March 31, 2000 increased by
$79,000 (18.7%) over the same period in 1999. The Test Preparation growth can be
attributed to increased market penetration and the release of new products into
a new state. In first quarter of 1999, the Company published Test Preparation
products for only one state. In 2000, the Company publishes products for two
states and is planning to expand into other states.
Advanced Placement revenue in the first quarter of 2000 increased by $315,000
(130.7%) over the first quarter of 1999. Effective 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, is responsible for collections, and is billed
for the cost of the books 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.
The following table summarizes and compares Advanced Placement revenues for the
first quarter of 2000 and 1999.
2000 1999 Variance % Change
---------- ---------- ---------- --------
Resale Agreements $ 556,000 $ 218,000 $ 338,000 155.0%
Commission Agreement - 23,000 (23,000) -100.0%
---------- ---------- ---------- --------
Total $ 556,000 $ 241,000 $ 315,000 130.7%
For comparison purposes only, as a result of the aforementioned publisher
contract change from a commission to a sales arrangement, the following table
converts 1999 commission revenue to resale revenue on a proforma basis.
2000 1999 Variance % Change
---------- ---------- ---------- --------
Resale Revenue $ 556,000 $ 371,000 $ 185,000 49.9%
Advanced Placement revenues increased 130.7% in 2000 over 1999. However, by
converting 1999 commission revenue to
<PAGE> 9
sales on a proforma basis, the increase would be 49.9% over 1999. The increase
is due to improved telemarketing and the allocation of increased marketing
resources including additional catalog mailings and direct mail.
Gross Margin for the three months ended March 31, 2000 was $749,000 (47.4%) as
compared to $638,000 (58.2%) in the same period in 1999. 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, General and Administrative expense for the three months ended March 31,
2000 was $1,047,000, an increase of $361,000 from the same period in 1999.
Selling expense for the first quarter 2000 increased $224,000 from the prior
year. The change is primarily the result of increased commission expense related
to increased sales and additional advertising, sample and catalog expense from
the prior period. Administrative expense increased $137,000 from the prior year.
This is a result of higher rent expense related to the Company's move into a new
facility in October 1999 and increases in personnel and related benefits to
support the Company's revenue growth.
For the three months ended March 31, 2000, the Company had a loss from
operations of $298,000 as compared to $47,000 loss for the same period in 1999.
The increase in the loss is due to the increased Selling and Administrative
expenses, as discussed above.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2000, the Company had cash and working capital of $104,000 and
$456,000, respectively, as compared to cash and working capital of $144,000 and
$797,000, respectively, as of December 31, 1999. The decreases in both cash and
working capital are primarily due to the Company's loss for the period ended
March 31, 2000.
Inventory totaled $671,000 and $566,000 at March 31, 2000, and December 31,
1999, respectively. The increase is due to additional Test Preparation inventory
for the new state that the Company entered.
Accounts Receivable totaled $999,000 and $1,424,000 at March 31, 2000 and
December 31, 1999, respectively. The decrease in Accounts Receivable is due to
normal collections and the seasonality of the business. Historically first
quarter revenues are the lowest of the year, thereby resulting in lower
outstanding Accounts Receivable.
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 amortization expense for the three months
ending March 31, 2000 increased 81.5%, to $98,000 for the first quarter of 2000
from $54,000 in 1999. Pre-publication capital expenditures were $141,000 in the
first quarter of 2000, an increase of $32,000 (29.4%) from the same period in
1999.
PPG has a line of credit agreement with a bank, which currently allows
borrowings up to $1,500,000. The company also has a five-year term loan with the
bank. As of March 31, 2000, PPG had outstanding balances of $725,000 and
$114,000 under the line of credit and the term loan, respectively.
The Company finalized a financing arrangement with a new bank in April 2000. The
new arrangement provides for up to $2,500,000 under a two year revolving credit
agreement with availability based on certain percentages of inventory and
receivables. Of this amount, $1,000,000 is available for acquisitions. The new
agreement also provides for up to $500,000 under a one year revolving credit
line to support prepublication expenditures. The arrangement also requires the
Company to maintain certain financial covenants.
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
2000.
<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: May 11, 2000 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-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 104,208
<SECURITIES> 0
<RECEIVABLES> 999,180
<ALLOWANCES> 0
<INVENTORY> 671,167
<CURRENT-ASSETS> 2,151,592
<PP&E> 348,771
<DEPRECIATION> 135,168
<TOTAL-ASSETS> 3,404,417
<CURRENT-LIABILITIES> 1,696,071
<BONDS> 0
0
0
<COMMON> 63,777
<OTHER-SE> 2,751,772
<TOTAL-LIABILITY-AND-EQUITY> 3,404,417
<SALES> 1,579,619
<TOTAL-REVENUES> 1,579,619
<CGS> 831,079
<TOTAL-COSTS> 831,079
<OTHER-EXPENSES> 1,046,696
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,433
<INCOME-PRETAX> (312,589)
<INCOME-TAX> (109,000)
<INCOME-CONTINUING> (203,589)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (203,589)
<EPS-BASIC> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
