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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): November 17, 2004
PEOPLES EDUCATIONAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
000-50916 41-1368898
(Commission File Number) (I.R.S. Employer Identification No.)
299 MARKET STREET
SADDLE BROOK, NJ 07663
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (201) 712-0090
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 7.01 REGULATION FD DISCLOSURE.
In this Form 8-K, the registrant is providing guidance for its revenue and
earnings for the full fiscal year ending December 31, 2004 and on a preliminary
basis for fiscal year 2005. The guidance for 2004 and 2005 will also be provided
in a conference call to be held on November 17, 2004, at 10:00 a.m. EST to
review the registrant's results of operations for the third quarter ended
September 30, 2004. Details regarding the conference call are included below.
The information in this Form 8-K shall not be deemed "filed" for purposes of
Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such filing.
Business Outlook
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The following business outlook is based on current expectations. This business
outlook contains forward-looking statements regarding 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" represent the Company's present expectations or
beliefs concerning future events. The Company cautions that such statements are
necessarily based on certain assumptions, which are subject to risks and
uncertainties which could cause actual results to differ materially from those
indicated in the forward-looking statements. These risk factors include changes
in general economic conditions; local and state levels of educational spending;
changes in demand from customers; variations in the mix of products sold; the
impact of competitive products and pricing; the Company's ability to respond to
rapidly changing technologies; and other factors disclosed below and throughout
this report. 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 its 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.
The Company is forecasting full year 2004 revenue to be in the range of $31 to
$33 million, growing to $41 to $43 million in 2005. The expected revenue growth
for 2005 of approximately 30% is somewhat higher than the Company's historical
compound annual growth rate over the past three years of 24%. This is due to
new product and product line launches.
Operating income is projected to be between $2.3 to $2.5 million for 2004
growing to $3.1 to $3.5 million in 2005. Operating income as a percent of
revenue is expected to increase slightly, from 7.8% of revenue in 2004 to 8.3%
in 2005. This positive trend will continue as revenue grows and the product mix
continues to shift toward high margin, proprietary product and the fixed
component of our costs are fully absorbed. The Company feels that an operating
income of 15% to 18% of revenue is achievable over the next three to four years.
Net income for 2004 is projected to be between $1.3 and $1.6 million, growing to
$1.8 to $2.1 million in 2005 or 5% of revenue. We feel, as we do with operating
income, that significant
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growth in this area, both in dollars and as a percent of revenue, is achievable.
We feel that a net income percentage of 10% to 12% is attainable over the next
three to four years.
Conference Call
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Details for participating in the live conference call or listening to the replay
are as follows:
Live Conference Call
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Wednesday, November 17, 2004, 10 a.m. Eastern
US: 800-638-4930
International: 617-614-3944
Live Audio Webcast: http://phx.corporate-ir.net/playerlink.zhtml?c=184416&s=wm&e=960235
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Webcast Replay (available approximately two hours after conference call ends
through Thursday, November 17, 2005.)
http://phx.corporate-ir.net/playerlink.zhtml?c=184416&s=wm&e=960235
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PEOPLES EDUCATIONAL HOLDINGS, INC.
(Registrant)
By: /s/ Brian T. Beckwith
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Name: Brian T. Beckwith
Title: President and Chief
Executive Officer
Date: November 17, 2004
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