UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~August~~November 3130, 2011

o¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______________ to _______________.

Commission File No. 000-50916

Peoples Educational Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		41-1368898
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

299 Market Street, Saddle Brook, NJ 07663

(Address of principal executive offices) (Zip Code)

(201) 712-0090

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o¨

Indicate by check mark whether the registrant has submitted electronically and posted on its Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such file). Yes ox No o¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o¨ Accelerated filer o¨ Non-accelerated filer o¨ (Do not check if a smaller reporting company) Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o¨ No x

Indicate the number of shares outstanding of each of the Issuer's classes of common stock, as of the latest practical date: 4,465,202 shares of Common Stock (par value $0.02 per share) outstanding on ~~September~~December 23, 2011

TABLE OF CONTENTS

Page

			Page

PART I.		FINANCIAL INFORMATION

	Item 1:	Financial Statements:

		Condensed Consolidated Balance Sheets as of November 30, 2011 (Unaudited) and May 31, 2011 and November 30, 2010 (Unaudited)	3
		Condensed Consolidated Statements of Operations for the Six Months Ended November 30, 2011 and 2010 (Unaudited)	4
		Condensed Consolidated Statements of Cash Flows for the Six Months Ended November 30, 2011 and 2010 (Unaudited)	5
		Notes to Condensed Consolidated Financial Statements (Unaudited)	6

	Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10

	Item 4:	Controls and Procedures	18

PART II.		OTHER INFORMATION

	Item 1:	Legal Proceedings	19

	Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	19

	Item 3:	Defaults Upon Senior Securities	19

	Item 5:	Other Information	19

	Item 6:	Exhibits	19

SIGNATURES			20

EXHIBITS

PART I.	FINANCIAL INFORMATION
Item 1:	Financial Statements:
	Condensed Consolidated Balance Sheets as of August 31, 2011 (Unaudited) and May 31, 2011 and August 31, 2010 (Unaudited)	3
	Condensed Consolidated Statements of Income for the Three Months Ended August 31, 2011 and 2010 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended August 31, 2011 and 2010 (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 4:	Controls and Procedures	16
PART II.	OTHER INFORMATION
Item 1:	Legal Proceedings	17
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3:	Defaults Upon Senior Securities	17
Item 5:	Other Information	17
Item 6:	Exhibits	17
SIGNATURES		18
EXHIBITS		19

Part I

Financial Information

Item 1. Financial Statements

PEOPLES EDUCATIONAL HOLDINGS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

	UNAUDITED						UNAUDITED
(In Thousands-Except Share Data)	~~August~~November 3130, 2011			May 31, 2011			~~August~~November 3130, 2010
ASSETS
Current Assets
Cash and Cash Equivalents	$	3024		$	18		$	~~209~~34
Accounts Receivable, Net of Allowances for
Accounts Receivable, Net of Allowances for Doubtful Accounts and Returns		1,613			2,745			2,190
Doubtful Accounts and Returns		4,022			2,745			5,728
Inventory, Net		3,143			3,196			3,673
Inventory, Net		3,059			3,196			3,565
Prepaid Expenses and Other		299			322			320
Prepaid Expenses and Other		326			322			309
Prepaid Marketing Expenses		521			505			625
Prepaid Marketing Expenses		573			505			788
Deferred Income Taxes		476			1,136			632
Deferred Income Taxes		654			1,136			692
Total Current Assets		6,076			7,922			7,474
Total Current Assets		8,664			7,922			11,291
Equipment - At Cost, Less Accumulated Depreciation of $2,532, $2,515 and $2,528, respectively		313			314			206
Equipment - At Cost, Less Accumulated Depreciation of $2,517, $2,515 and $2,486, respectively		324			314			236
Other Assets
Deferred Prepublication Costs, Net		11,~~757~~319			12,269			13,~~064~~445
Deferred Income Taxes		~~472~~1,160			501			-402
Trademarks, Net		~~255~~265			255			~~224~~226
Prepaid Expenses and Other		9781			108			~~149~~131
Total Other Assets		12,~~581~~825			13,133			1314,~~437~~204
Total Assets	$	2119,~~569~~214		$	21,369		$	2421,~~964~~884
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current Maturities of Long Term Obligations	$	2,000		$	2,000		$	2,000
Accounts Payable		43,~~695~~627			4,340			86,~~857~~097
Accrued Compensation		~~409~~259			394			~~346~~199
Other Accrued Expenses		~~496~~456			520			~~585~~438
Deferred Revenue		~~448~~498			438			~~441~~534
Total Current Liabilities		86,~~048~~840			7,692			129,~~229~~268
Long Term Obligations, Less Current Maturities		76,~~165~~844			8,234			56,~~845~~315
Total Liabilities		1513,~~213~~684			15,926			1815,~~074~~583
Commitments and Contingencies
Stockholders' Equity
Preferred Stock, authorized 1,500,000 shares; none issued		-			-			-
Common Stock, $0.02 par value; authorized 8,500,000 shares; issued:
Common Stock, $0.02 par value; authorized 8,500,000 shares; issued: 4,481,434 shares for all periods reported		90			90			90
4,481,434 shares as of August 31, 2011, May 31, 2011 and August 31, 2010		90			90			90
Additional Paid In Capital		8,390			8,305			8,146
Additional Paid In Capital		8,347			8,305			8,154
Accumulated Deficit		(2,886	)		(2,888	)		(1,871	)
Accumulated Deficit		(2,017	)		(2,888	)		(1,290	)
Treasury Stock - 16,232 shares, at cost		(64	)		(64	)		(64	)
Total Stockholders' Equity		65,~~356~~530			5,443			6,~~890~~301
Total Liabilities and Stockholders' Equity	$	2119,~~569~~214		$	21,369		$	2421,~~964~~884

See Notes to Condensed Consolidated Financial Statements.

PEOPLES EDUCATIONAL HOLDINGS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF ~~INCOME~~OPERATIONS (UNAUDITED)

(In Thousands, Except Per Share Data)

	Three Months Ended						Six Months Ended
	August 31,
	November 30,						November 30,
	2011			2010			2011		2010
Revenue, Net	$	124,~~051~~568		$	136,~~148~~156		$	16,619	$	19,304
Cost of Revenue
Direct Costs		61,~~223~~769			62,~~666~~399			7,992		9,065
Prepublication Cost Amortization		1,~~367~~258			1,~~294~~239			2,625		2,533
Total		73,~~590~~027			73,~~960~~638			10,617		11,598
Gross Profit		41,~~461~~541			52,~~188~~518			6,002		7,706
Selling, General and Administrative Expenses		2,~~995~~832			3,~~409~~374			5,827		6,783
Income from Operations		1,466			1,779
Income (Loss) from Operations		(1,291	)		(856	)		175		923
Other Expenses, Net		139			89			23		17
Interest Expense		7079			~~101~~58			149		159
Income Before Income Taxes		1,383			1,670
Income (Loss) Before Income Taxes		(1,379	)		(923	)		3		747
Income Tax Expense		512			618
Income Tax Expense (Benefit)		(510	)		(342	)		1		276
Net Income	$	871		$	1,052
Net Income (Loss)	$	(869	)	$	(581	)	$	2	$	471
Net Income per Common Share:
Net Income (Loss) per Common Share:
Basic	$	(0.2019	)	$	(0.2413	)	$	0.00	$	0.11
Diluted	$	(0.19	)	$	(0.2413	)	$	0.00	$	0.11
Weighted-average Number of
Weighted-average Number of Common Shares Outstanding:
Common Shares Outstanding:
Basic		4,465			4,465			4,465		4,464
Basic		4,465			4,464
Diluted		4,465			4,465			4,475		4,465
Diluted		4,471			4,464

See Notes to Condensed Consolidated Financial Statements .

PEOPLES EDUCATIONAL HOLDINGS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In Thousands)	~~Three~~Six Months Ended
	August 31,
	November 30,
	2011			2010
Cash Flows From Operating Activities
Net Income	$	~~871~~2		$	~~1,052~~471
Adjustments to Reconcile Net Income to Net Cash
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
Provided by Operating Activities
Depreciation		71			84
Depreciation		35			42
Amortization of Prepublication Costs and Intangible Assets		2,635			2,544
Amortization of Prepublication Costs and Intangible Assets		1,371			1,301
Stock-Based Compensation		85			22
Stock-Based Compensation		41			30
Market Value Adjustment of Interest Rate Swap		(8	)		16
Market Value Adjustment of Interest Rate Swap		(5	)		23
Deferred Income Taxes		1			276
Deferred Income Taxes		512			618
Changes in Assets and Liabilities
Accounts Receivable		(1,~~277~~132	)		~~(2,738~~800	)
Inventory		~~137~~53			26(82	)
Prepaid Expenses and Other		750			(2720	)
Prepaid Marketing Expenses		(6816	)		~~(146~~17	)
Accounts Payable and Accrued Expenses		~~346~~(912	)		41,~~204~~150
Deferred Revenue		1060			37130
Net Cash Provided By Operating Activities		13,~~980~~153			45,~~422~~408
Cash Flows From Investing Activities
Purchases of Equipment		(4671	)		(2941	)
Expenditures for Intangibles		(319	)		(4248	)
Expenditures for Prepublication Costs		(~~855~~1,675	)		(13,~~494~~114	)
Net Cash Used In Investing Activities		(~~904~~1,765	)		(13,~~565~~203	)
Cash Flows From Financing Activities
Net Payments Under Line of Credit		(~~564~~382	)		(21,~~262~~285	)
Exercise of Stock Options		-			4
Principal Payments On Long-Term Debt		(~~500~~1,000	)		(~~500~~1,000	)
Net Cash Used In Financing Activities		(1,~~064~~382	)		(2,~~758~~281	)
Net Increase in Cash and Cash Equivalents		12			99
Net Increase (Decrease) in Cash and Cash Equivalents		6			(76	)
Cash and Cash Equivalents
Beginning of Period		18			110
End of Period	$	3024		$	~~209~~34
Supplemental Cash Flow Information
Cash Payments for:
Interest	$	74157		$	66135

See Notes to Condensed Consolidated Financial Statements.

Peoples Educational Holdings, Inc., and Subsidiary

Notes to Condensed Consolidated Financial Statements (UNAUDITED)

NOTE 1 – Nature of Business and Basis of Presentation

Nature of business: Peoples Educational Holdings, Inc. (PEH), through its wholly owned subsidiary, Peoples Education, Inc. (PE), publishes and markets its own supplementary educational textbooks and digital programs for K-12 school market. The materials are predominantly state specific and standards-based, focused on state-required tests, offering instruction, practice, and formative assessment tools in both print and digital formats. PE publishes its own proprietary materials, and distributes on an exclusive basis for other publishers, college textbooks and supplements to the high school Advanced Placement*, (*Advanced Placement is a registered trademark of the College Board) honors and college preparation market. PE also distributes ~~on an exclusive basis,~~ for three publishers supplemental literacy materials for grades K–8. Marketing channels include direct and commission sales representatives, telemarketing, direct mail, and catalogs. PE and PEH are together referred to herein as the “Company”.

Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission and instructions to Form 10-Q for interim financial information and therefore do not include all information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. These unaudited condensed consolidated 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 three and six month ~~period~~periods ended ~~August~~November 3130, 2011 are not necessarily indicative of the operating results to be expected for the full fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the year ended May 31, 2011.

Use of Estimates: Management is required to make certain estimates and assumptions which affect the amounts of assets, liabilities, revenue and expenses that the Company has reported and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. Actual results could differ materially from these estimates and assumptions.

NOTE 2 – Revenue Recognition and Accounts Receivable

Revenue is recognized when products are shipped, the customer takes title and assumes risk of loss, and collection of related receivable is probable. The Company recognizes subscription based revenue on its digital products prorata over the life of the subscription agreement. The allowances for returns were as follows:

August 31, 2011	$	259,000
November 30, 2011	$	121,000
August 31, 2010	$	431,000
November 30, 2010	$	266,000

This allowance is recorded at the time of revenue recognition, if the right of return exists, and is recorded as a reduction of revenue and accounts receivable. The Company recognizes shipping and handling revenues as part of revenue, and shipping and handling expenses as part of cost of revenue on the consolidated statements of ~~income~~operations.

In ~~August~~November 2011, the Company ~~extended~~entered ~~the~~into ~~interim~~a ~~contract~~new ~~amendment~~agreement with one of its college publishers. ~~while~~Under athe new ~~multi-year~~ agreement, isthe ~~being negotiated. The~~ Company ~~continues~~will continue to perform all the same functions ~~that~~as it did under the ~~original~~previous agreement, including all sales, marketing and administration functions. However, the college publisher will now ~~invoices~~invoice the customers directly~~. The~~ ~~college~~and ~~publisher~~remit ~~then remits~~ to the Company, onthe adifference ~~monthly~~between ~~basis~~ the ~~gross profit (~~revenue ~~less~~and the ~~costs~~cost associated with that revenue). The Company has established a reserve for returns ~~associated~~on ~~with~~ this revenue, which is reflected as a reduction from accounts receivable.

Peoples Educational Holdings, Inc., and Subsidiary

Notes to Condensed Consolidated Financial Statements (UNAUDITED)

The Company provides credit to its customers determined on a customer-by-customer basis. Trade receivables are carried at original invoice amount less an estimate made for doubtful accounts based on a monthly review of all outstanding amounts. Management determines the allowance for doubtful accounts after reviewing individual customer accounts as well as considering both historical and expected credit loss experience. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. The allowance for doubtful accounts was $10,000 as of ~~August~~November 3130, 2011, May 31, 2011 and ~~August~~November 3130, 2010.

NOTE 3 – Basic and Diluted Per Share Amounts

Basic per share amounts are computed, generally, by dividing net income 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. In Due ~~calculating~~to ~~diluted~~the ~~weighted~~net ~~average~~losses ~~shares~~for ~~and per share amounts,~~ the ~~Company~~three ~~included~~months ~~stock~~ended ~~options~~November ~~with~~30, ~~exercise~~2011 ~~prices~~and ~~below~~2010, ~~average~~diluted ~~market~~shares ~~prices,~~were ~~for~~ the ~~respective~~same ~~reporting~~as ~~periods~~basic inshares ~~which~~since ~~they~~the ~~were~~effect ~~dilutive,~~of ~~using~~options ~~the~~and ~~treasury~~warrants ~~stock~~would ~~method~~have been anti-dilutive. The ~~number~~dilutive effect of these additional shares ~~was~~for ~~calculated by assuming~~ the ~~outstanding~~six ~~stock~~months ~~options~~ended ~~were~~November ~~exercised~~30, 2011 and ~~that~~2010 ~~the~~was ~~proceeds from such exercises were used~~ to ~~acquire~~increase ~~common stock at~~ the ~~average market price during the reporting period. The~~ weighted average common shares outstanding ~~included~~by 59,~~621~~337 and ~~324~~283 shares ~~of common stock equivalents for the three months ended August 31~~, ~~2011 and 2010,~~ respectively.

NOTE 4 – Deferred Prepublication Costs

Deferred prepublication (product development) costs are recorded at their original cost and amortized over a three or five-year period, based on the estimated lives of the related publications. The net carrying value of the deferred prepublication costs is periodically reviewed and compared to an estimate of future undiscounted cash flows. If future undiscounted cash flows are not sufficient to support the net carrying value of the asset, an impairment charge will be recognized. At ~~August~~November 3130, 2011 and 2010 the Company had an allowance of $137,000, reducing prepublication costs to their estimated net realizable value.

The activity in deferred prepublication costs is as follows for the periods presented:

(In Thousands)
	August 31,			August 31,
	Three Months Ended						Six Months Ended
	2011			2010
	November 30,			November 30,			November 30,			November 30,
Balances, Beginning	$	12,269		$	12,864
	2011			2010			2011			2010
Prepublication Cost Additions		855			1,494
Balances, Beginning	$	11,757		$	13,064		$	12,269		$	12,864
Amortization Expense		(1,367	)		(1,294	)
Prepublication Cost Additions		820			1,620			1,675			3,114
Balances, Ending	$	11,757		$	13,064
Amortization Expense		(1,258	)		(1,239	)		(2,625	)		(2,533	)
Balances, Ending	$	11,319		$	13,445		$	11,319		$	13,445

The estimated future amortization expense over the next five years as related to the above deferred prepublication costs is as follows:

(In Thousands)
Remainder of fiscal year ending May 31, 2012	$	32,~~556~~418
Year ending May 31, 2013		3,~~663~~882
Year ending May 31, 2014		2,~~345~~564
Year ending May 31, 2015		1,~~474~~608
Year ending May 31, 2016 and thereafter		~~719~~847
	$	11,~~757~~319

Peoples Educational Holdings, Inc., and Subsidiary

Notes to Condensed Consolidated Financial Statements (UNAUDITED)

The future estimated expense amount is expected to increase as the Company continues its investments in product development.

NOTE 5 – Prepaid Marketing Expense

The costs of catalogs and promotional materials that have not been completed or delivered to customers are carried as a prepaid expense until the actual date of completion and mailing. Prepaid samples consist of materials that will be distributed to educators and are expensed as they are distributed. Prepaid marketing expenses include samples, catalogs and promotional materials.

NOTE 6 – Financing Arrangements

The Company has a revolving line of credit and a term loan with Sovereign Bank. Amounts borrowed under the agreement are secured by substantially all of the assets of the Company.

The revolving line of credit provides for advances up to $10.0 million. The interest rate on the revolving line of credit ranges from LIBOR plus 2.0% to LIBOR plus 2.25%, or prime to prime plus 0.5%, with the exact interest rate based on the ratio of the Company’s Total Funded Debt to EBITDA. The average interest rates for the reporting periods ending ~~August~~November 3130, 2011, and ~~August~~November 3130, 2010 were 2.48% and 2.5%, respectively. At ~~August~~November 3130, 2011, $6.23 million was outstanding under this facility, and $3.87 million was available for borrowing.

On August 10, 2011, the Company entered into an amendment to its credit agreement with Sovereign Bank which extends the maturity date of the revolving line of credit from March 1, 2012 to December 31, 2012, increases the interest rate by 0.75% for both the revolving line of credit and the term loan over the interest range in the original agreements, reduces the maximum amount of advances under the revolving line of credit to $9.0 million on March 1, 2012 and provides for an additional 0.25% interest rate increase effective July 1, 2012.

The term loan was originally for $10.0 million and matures in December 2012. The term loan provides for 20 equal quarterly payments of principal and interest, which began on March 31, 2008. The term loan bears interest at the same rate as the revolving line of credit for $1.63 million of the $32.05 million outstanding. On June 3, 2010, the Company entered into a ~~new~~ swap agreement for $3.0 million, expiring in February 2012, fixing the interest rate at 1.25% plus an interest spread of 2.00% to 2.25% based upon the Company’s total funded debt to EBITDA ratio. After February 2012, the interest rate reverts to a variable rate. At ~~August~~November 3130, 2011, $32.05 million was outstanding under ~~this~~the ~~agreement~~term loan. The change in the fair value of the interest rate swap is recognized as an adjustment to interest expense during each reporting period. For the ~~three~~six months ended ~~August~~November 3130, 2011, the Company recorded interest income of $58,000 relating to the swap.

The credit agreement contains certain financial covenants, calculated on a consolidated basis for the Company and its subsidiary, which, among other things, impose a maximum ratio of total funded debt to EBITDA, and a minimum fixed charge coverage ratio. These financial covenants restrict the payment of dividends on the Company’s common stock. The Company is in compliance with each of these covenants at ~~August~~November 3130, 2011.

NOTE 7 – Income Taxes

On a quarterly basis, the Company estimates what the effective tax rate will be for the full fiscal year and records a quarterly income tax provision based on the anticipated rate. As the year progresses, the Company refines the estimate based on the facts and circumstances by each tax jurisdiction. The effective tax rates for the ~~three~~six months ended ~~August~~November 3130, 2011 and 2010 were approximately 37%.

The Company has a valuation allowance of $700,000 against its deferred tax asset. There has not been any change in this allowance since May 31, 2011.

Peoples Educational Holdings, Inc., and Subsidiary

Notes to Condensed Consolidated Financial Statements (UNAUDITED)

The carrying value of the net deferred tax asset assumes that the Company will be able to generate sufficient taxable income in the future. The Company performs a comprehensive tax review quarterly and if future levels of taxable income are not sufficient or fail to materialize in the near term, management will adjust the valuation allowance accordingly.

NOTE 8 – Recently Issued Accounting Standards

In October 2009, the FASB issued FASB Accounting Standards Update (“FASB ASU”) No. 09-13, “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (a consensus of the FASB Emerging Issues Task Force)” (“FASB ASU 09-13”). FASB ASU 09-13 updates the existing multiple-element arrangement guidance currently in FASB ASC 605-25 (“Revenue Recognition-Multiple-Element Arrangements”). This new guidance eliminates the requirement that all undelivered elements have objective and reliable evidence of fair value before a company can recognize the portion of the overall arrangement fee that is attributable to the items that have already been delivered. Further, companies will be required to allocate revenue in arrangements involving multiple deliverables based on the estimated selling price of each deliverable, even though such deliverables are not sold separately by either the company itself or other vendors. This new guidance also significantly expands the disclosures required for multiple-element revenue arrangements. The revised guidance was effective for the first annual period beginning on or after June 15, 2010. The adoption of FASB ASU 09-13 did not have an impact on the Company’s consolidated financial position, results of operations and cash flows.

In January 2010, the FASB issued FASB ASU No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements” (“ASU 2010-06”). This update requires additional disclosures about (1) the different classes of assets and liabilities measured at fair value, (2) the valuation techniques and inputs used, (3) the activity in Level 3 fair value measurements, and (4) the transfers between Levels 1, 2, and 3 fair value measurements. ASU 2010-06 was effective for interim and annual reporting periods beginning after December 15, 2009. The Company has complied with the additional disclosures required by this standard. The adoption of this standard had no impact on the Company’s consolidated financial position, results of operations and cash flows.

NOTE 9 – Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718 by recognizing the fair value of stock-based compensation in the statement of operations. The fair value of the Company’s stock option awards are estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. In addition, the calculation of compensation costs requires that the Company estimate the number of awards that will be forfeited during the vesting period. The fair value of stock-based awards is amortized over the vesting period of the award. ~~For the three months ended August 31, 2011 and 2010, stock-based compensation expense was approximately $41,000 and $30,000, respectively.~~

AsFor ofthe ~~August~~six ~~31,~~months ~~2011,~~ended ~~there~~November ~~was approximately $424~~30,~~000~~ of2011 ~~total~~and ~~unrecognized~~2010, ~~compensation cost related to unvested~~ stock-based compensation ~~awards~~expense ~~granted~~was ~~under~~approximately ~~the equity compensation plan which will be amortized over the weighted average remaining requisite service period. Such amount does not include the effect of future grants of equity compensation~~$85,000 ifand ~~any. Of the~~ $~~424~~22,000 ~~unrecognized compensation cost~~, ~~the Company expects to recognize approximately 32% of the total in the balance of fiscal 2012, 40% in fiscal 2013, and 28% in fiscal 2014~~respectively.

As of November 30, 2011, there was approximately $358,000 of total unrecognized compensation cost related to unvested stock-based compensation awards granted under the equity compensation plan which will be amortized over the weighted average remaining requisite service period. Such amount does not include the effect of future grants of equity compensation, if any. Of the $358,000 unrecognized compensation cost, the Company expects to recognize approximately 25% of the total in the balance of fiscal 2012, 44% in fiscal 2013, and 31% in fiscal 2014.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

FORWARD–LOOKING STATEMENTS

This Form 10-Q contains “forward-looking statements” (as defined in section 21E of the Securities Exchange Act of 1934) regarding the Company and its markets. These forward-looking statements involve a number of risks and uncertainties, including (1) changes in demand from customers, (2) changes in product or customer mix or revenues and in the level of operating expenses, (3) rapidly changing technologies and the Company's ability to respond thereto, (4) the impact of competitive products and pricing, (5) federal, state and local levels of educational spending, (6) the Company's ability to retain qualified personnel, (7) the Company’s ability to retain its distribution agreements in the College Preparation and Literacy markets, (8) the sufficiency of the Company’s copyright protection, and (9) the Company’s ability to continue to rely on the services of a third-party warehouse, and other factors disclosed below and throughout this report. The actual results that the Company 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 supplemental school publishing business is seasonal, cycling around the school year that runs from September through May. Typically, the major marketing campaigns, including mailings of new catalogs and focused sales efforts, begin in September when schools reopen. This is the period when sample books are provided free-of-charge for review to teachers for their purchase consideration. General marketing efforts, including additional sales and marketing campaigns, catalog mailings, and complimentary copies, continue throughout the school year.

Each of our product lines has its own seasonality. The average revenue percentage over the past two fiscal years by quarter is summarized in the table below.

	Jun - Aug			Sep - Nov			Dec - Feb			Mar - May
	1st Quarter			2nd Quarter			3rd Quarter			4th Quarter
Test Preparation, Assessment, and Instruction		30	%		24	%		22	%		24	%
College Preparation		62	%		16	%		5	%		17	%
Literacy		36	%		16	%		18	%		30	%
Total Revenue		42	%		20	%		16	%		22	%

PRODUCT OVERVIEW

We are a leading publisher and distributor of supplemental instructional materials for the kindergarten through high school sector. We design and produce materials in both print and digital formats, with a growing emphasis on Internet-based delivery. Our materials are predominantly state-specific and standards-based, focused on state-required tests. We also distribute college preparation products developed internally, and by other publishers, and literacy products developed by other publishers.

We operate as one business segment, with three product groups.

Test Preparation, Assessment, and Instruction Product Group

Test Preparation, Assessment

We create and sell print and digital products targeted to grades 1-12 to help students prepare for state proficiency tests. The Measuring Up® Test Preparation and Assessment print products are sold in eleven states. Measuring Up® is positioned as standards-based, state customized instruction and classroom assessment, designed to be an integral part of a school’s instructional program throughout the school year. In addition, we also recently launched our Common Core Standards, test preparation products which can be used on a national basis.

· ~~ePath~~Measuring ~~Knowledge~~Up Live™, is a suite of two online ~~tools~~products designed to meet unique needs of individual schools and school districts. ~~Our~~Measuring ~~first~~Up ~~offering~~Insight™, formerly ePath Assess ®™, ®is ~~was~~a ~~developed~~customized ~~in conjunction with Cisco Learning Systems. ePath Assess® provides~~ formative assessment and ~~ongoing~~ progress- monitoring program that allows educators to make data-driven decisions. ~~ePath~~Measuring ~~Discovery®~~Up ~~delivers immediate online standards-based instructional intervention for students. Lastly~~MyQuest™, formerly Practice Path™, ~~provides~~offers ana ~~easy-to-use~~ student~~-based~~ ~~interface~~driven ~~for~~approach ~~online~~to ~~standards~~skills practice and ~~test-based~~instruction ~~skill~~that ~~building~~is ~~and~~standards ~~practice~~customized. The ~~ePath~~Measuring ~~Knowledge~~Up Live™ suite of tools provides educators with online options to best meet the needs of their students and teachers, while providing specific state ~~customized~~and common core standards content for assessment and instruction.

Instruction

The primary products within this group are our Focused Instruction materials. Focused Instruction materials provide standards–based, state-specific supplemental instruction in particular subject areas such as reading comprehension, mathematics problem solving, and vocabulary development. Essential to this strategy is the market alignment of the Focused Instruction and Test Preparation and Assessment products so that both product lines are suitable for sale to an identical customer base with an identical sales force. Also included within this product group are our backlist remedial and multicultural products which we continue to sell; however we are not investing in new development for these products.

College Preparation Product Group

We have the exclusive U.S. high school distribution rights for college textbooks and related instruction materials published by two major college publishers. In addition to these distributed products, we also publish our own proprietary products for the college preparation market. The college preparation products that we offer are utilized in a wide range of Advanced Placement*, honors, electives and other high-level high school courses. Distribution revenue consists of direct billings to customers, as well as commissions earned on sales generated by our marketing efforts, but billed ~~directly~~ by ~~the~~other ~~college publishers~~parties. Such sales, for which the commission rate varies, include purchases by schools through online bookstores and sales derived as a result of purchases made through state adoption contracts.

In ~~August~~November 2011, we ~~extended~~entered ~~the~~into ~~interim~~a ~~contract~~new ~~amendment~~agreement with one of our college publishers. ~~while~~Under athe new ~~multi-year~~ agreement, iswe ~~being~~will ~~negotiated. We~~ continue to perform all the same functions as we did under the ~~original~~previous agreement, including all sales, marketing and administration functions. However, the college publisher will now ~~invoices~~invoice the customers directly~~. The~~ ~~college~~and ~~publisher~~remit ~~then remits~~ to us, onthe adifference ~~monthly~~between ~~basis~~ the ~~gross profit (~~revenue ~~less~~and the costs associated with that revenue). We have established a reserve for returns on this revenue which is reflected as a reduction from accounts receivable.

Literacy Product Group

Our Literacy products are developed by other publishers and we have the U.S. distribution rights. These products are competitively positioned in the supplemental reading market for grades K-8 for districts that are looking for literacy resources to enhance or fill gaps in their existing programs. Products within this group include an extensive selection of leveled reading materials; high-interest engaging resources for striving readers; series that integrate reading, science, and social studies; and selections and strategies for students who are in the process of learning English.

RESULTS OF OPERATIONS

Three Months Ended ~~August~~November 3130, 2011 vs. Three Months Ended ~~August~~November 3130, 2010

(Amounts in Thousands - Except Per Share Data)	Three Months Ended ~~August~~November 3130,
	2011					2010
Revenue
Test Preparation, Assessment and Instruction	$	42,~~534~~797		3761.62	%	$	53,~~121~~978		3864.96	%
College Preparation		71,~~114~~573		5934.04	%		71,~~177~~807		5429.64	%
Literacy		~~403~~198		34.3	%		~~850~~371		6.50	%
Total Revenue		124,~~051~~568		100.0	%		136,~~148~~156		100.0	%
Cost of Revenue
Direct Costs		61,~~223~~769		5138.67	%		62,~~666~~399		5039.70	%
Prepublication Cost Amortization		1,~~367~~258		1127.35	%		1,~~294~~239		920.81	%
Total Cost Of Revenue		73,~~590~~027		6366.03	%		73,~~960~~638		6059.51	%
Gross Profit		41,~~461~~541		3733.07	%		52,~~188~~518		3940.59	%
Selling, General and Administrative Expenses
Marketing and Selling		1,~~908~~831		1540.81	%		2,~~231~~329		1737.08	%
General and Administrative		1,~~087~~001		921.09	%		1,~~178~~045		917.0	%
Total Selling, General and Administrative Expenses		2,~~995~~832		2462.90	%		3,~~409~~374		2554.98	%
Operating Income		1,466		12.2	%		1,779		13.5	%
Operating Loss		(1,291	)	-28.3	%		(856	)	-13.9	%
Other Expenses, Net		139		0.12	%		89		0.1	%
Interest Expense		7079		01.67	%		~~101~~58		0.89	%
Income Before Income Tax Expense		1,383		11.5	%		1,670		12.7	%
Loss Before Income Tax Benefit		(1,379	)	-30.2	%		(923	)	-15.0	%
Income Tax Expense		512		4.2	%		618		4.7	%
Income Tax Benefit		(510	)	-11.2	%		(342	)	-5.6	%
Net Income	$	871		7.2	%	$	1,052		8.0	%
Net Loss	$	(869	)	-19.0	%	$	(581	)	-9.4	%
Net Income per Common Share:
Net Loss per Common Share:
Basic	$	0.20				$	0.24
Basic and Diluted	$	(0.19	)			$	(0.13	)
Diluted	$	0.19				$	0.24

Overview

~~Schools~~Revenue ~~are~~continues ~~continuing~~ to be impacted by ~~budget~~the ~~cuts~~reaction ~~as a result~~ of ~~budgetary~~schools ~~pressures, and our revenue continues~~ to bebudgetary ~~negatively impacted by this~~pressures. Revenue for the quarter was $124.16 million, a decline of 8$1.3%6 million from the prior year. The year-over-year decline was ~~related~~primarily toin ~~our~~the Testing, Assessment and Instruction, ~~and Literacy~~ product ~~lines~~line. Net ~~Income~~loss for the ~~current~~quarter ~~year~~ was $~~871~~869,000, aan ~~decline~~increase of $~~181~~288,000 from the prior year.

REVENUE

Test Preparation, Assessment, and Instruction

Revenue for this product group for the quarter was $42.58 million, compared to $54.10 million during the same period in the prior year. Test Preparation and Assessment revenue for the quarter was $42.04 million, a decrease of $~~554,000 and 12~~1.2%1 million from the prior year, while Instruction revenue was $~~529~~281,000, ~~compared~~a todecline of $~~561~~144,000 incompared to the prior year. The revenue shortfall is primarily in Texas, one of the states in which we publish state-specific materials. ~~This~~ Texas ~~state~~ is in the process of transitioning over to new standards and new tests and as such, schools and districts have reduced their expenditures. ~~This~~ ~~along~~Although ~~with~~this ~~budgetary~~change ~~issues~~has ~~resulted~~had ina ~~the~~short-term impact on our revenue, ~~decline~~it creates future opportunities as educators are in need of products supporting these new standards and tests. In addition, we have recently released materials for the ~~quarter~~Texas ~~compared~~End toof Course (EOC) exit exams. This is the ~~prior~~first year~~. We~~ ~~anticipate~~these ~~this~~EOC ~~shortfall~~tests will becount ~~offset~~and bythere ~~the~~is ~~end~~a ofsignificant ~~our~~amount ~~fiscal~~of ~~year~~anxiety with ~~the~~educators ~~late~~regarding ~~2011~~having ~~release~~students ~~of updated~~prepared ~~products~~for ~~focusing~~these tests. The initial feedback from the market on ~~these new~~our ~~standards~~EOC ~~and~~products ~~tests,~~has been favorable and ~~new~~we are optimistic about the revenue potential for these products for the ~~state’s~~balance ~~high-stakes End-~~of ~~Course~~fiscal ~~examinations~~2012 and beyond.

College Preparation

College Preparation revenue for the quarter was $7.1.6 million, compared to $71.28 million during the same period in the prior year. Revenue for this product group is extremely seasonal; historically approximately 16% of the annual revenue is derived during the three months ended November 30. Revenue from the sale of products offered from the two major college publishers was $61.84 million, a decline of $28320,000 from the prior year. Revenue from our proprietary products ~~and other distribution products~~ was $~~270~~204,000, aan ~~decrease~~increase of $3686,000 from the prior year. ~~Revenue for this product group is extremely seasonal; historically approximately 62% of the annual revenue is derived during the three months ended August 31.~~

Literacy

Revenue for this group was $~~403~~198,000 for the quarter, compared to $~~850~~371,000 during the same period in the prior year. Revenue from this product group was affected significantly due to a decrease in federally funded literacy initiatives, specifically ARRA funding (American Recovery and Reinvestment Act of 2009) which was a funding source utilized by customers. ~~We continue to aggressively market and promote this product group.~~

COST OF REVENUE

Cost of revenue for the quarter was $73.60 million (6366.03% of revenue) compared to $83.06 million (6059.51% of revenue) during the same period in the prior year.

Cost of revenue consists of two components: direct costs and amortization of prepublication costs. Direct costs consist of (1) product cost, which includes paper, printing, and binding for proprietary print products and product purchases for nonproprietary products, (2) web-hosting fees for our digital products, (3) royalties on proprietary products, and (4) warehousing and shipping costs for all non-digital products.

· Direct costs ~~consist~~as ofa ~~(1)~~percentage ~~product~~of ~~cost,~~revenue ~~which includes paper, printing, and binding~~ for ~~proprietary~~the ~~print~~quarter ~~products~~were ~~and product purchases for nonproprietary products~~38.7%, ~~(2)~~as ~~web-hosting~~compared ~~fees~~to ~~for~~39.0% ~~our~~during ~~digital~~the ~~products,~~same ~~(3)~~period ~~royalties~~in onthe ~~proprietary~~prior ~~products,~~year. ~~and~~The ~~(4)~~fluctuation ~~warehousing~~is ~~and~~primarily ~~shipping~~due ~~costs~~to ~~for~~product ~~all~~revenue ~~non-digital products~~mix.

· ~~Direct~~Prepublication costs asinclude aone-time ~~percentage~~expenses ofassociated ~~revenue~~with ~~for~~developing ~~the~~and ~~quarter~~producing ~~were~~new 51or revised proprietary products.6% It includes all development expenses, asincluding ~~compared~~but not limited to ~~50.7%~~writing, ~~during~~design, art, permissions, and any other costs incurred up to the ~~same~~release ~~period~~date inof the ~~prior~~product in print and/or digital format. Prepublication costs are capitalized and expensed on a straight-line basis over a three- or five-year period, based upon the product. ~~The~~We ~~increase~~believe our amortization policy is ~~due~~in toline with industry practice. For the ~~revenue~~quarter, ~~mix~~amortization expense was $1.3 million of prepublication costs, ~~specifically~~an ~~the~~increase ~~higher~~of ~~College~~$19,000 ~~Preparation~~from ~~revenue~~the asprior year. As a percentage of ~~total~~ revenue ~~(59.0%)~~the ~~compared~~expense toincreased ~~the~~from ~~prior~~20.1% ~~year~~to ~~(54~~27.65%).

· Prepublication costs include one-time expenses associated with developing and producing new or revised proprietary products. It includes all development expenses, including but not limited to writing, design, art, permissions, and any other costs incurred up to the release date of the product in print and/or digital format. Prepublication costs are capitalized and expensed on a straight-line basis over a three- or five-year period, based upon the product. We believe our amortization policy is in line with industry practice. For the quarter, we amortized $1.4 million of prepublication costs, an increase of $73,000 from the prior year. As a percentage of revenue the expense increased from 9.8% to 11.3%.

MARKETING AND SELLING

Selling and marketing expenses for the quarter were $1.98 million, a decrease of 1421.54% from the prior year. The ~~expense~~decrease asis adue ~~percent~~to oflower ~~revenue~~salary ~~for~~and ~~the~~related ~~quarter was 15.8%~~expenses, alower ~~decrease~~sample ~~from~~and ~~17.0%~~marketing inpromotional ~~the~~expenses, ~~prior~~and ~~year. The decrease from the prior year is due to~~ a ~~reduction~~decline in commission expense as a result of ~~lower~~decreased revenue~~, a decline in sample expense, and the timing of various promotional campaigns~~.

GENERAL AND ADMINISTRATIVE

General and administrative expenses for the quarter were $1.10 million, a decrease of 74.872% compared to the prior year. The decrease is due to ~~overall~~continuing cost containment efforts.

INTEREST EXPENSE

Interest expense for the quarter was $79,000, compared to $58,000 for the same period in the prior year. The change is primarily due to an increase in the average outstanding debt and interest rate, offset by the change in the fair-value of our swap agreement. Included in interest expense for the quarter was $3,000 of income, compared to $7,000 of income during the same period in the prior year.

Six Months Ended November 30, 2011 vs. Six Months Ended November 30, 2010

(Amounts in Thousands - Except Per Share Data)	Six Months Ended November 30,
	2011				2010
Revenue
Test Preparation, Assessment and Instruction	$	7,332	44.1	%	$	9,100	47.1	%
College Preparation		8,686	52.3	%		8,984	46.5	%
Literacy		601	3.6	%		1,220	6.3	%
Total Revenue		16,619	100.0	%		19,304	100.0	%

Cost of Revenue
Direct Costs		7,992	48.1	%		9,065	47.0	%
Prepublication Cost Amortization		2,625	15.8	%		2,533	13.1	%
Total Cost Of Revenue		10,617	63.9	%		11,598	60.1	%

Gross Profit		6,002	36.1	%		7,706	39.9	%

Selling, General and Administrative Expenses
Marketing and Selling		3,739	22.5	%		4,560	23.6	%
General and Administrative		2,088	12.6	%		2,223	11.5	%
Total Selling, General and Administrative Expenses		5,827	35.1	%		6,783	35.1	%

Operating Income		175	1.1	%		923	4.8	%

Other Expenses, Net		23	0.1	%		17	0.1	%
Interest Expense		149	0.9	%		159	0.8	%
Income Before Income Tax Expense		3	0.0	%		747	3.9	%

Income Tax Expense		1	0.0	%		276	1.4	%

Net Income	$	2	0.0	%	$	471	2.4	%

Net Income per Common Share:
Basic and Diluted	$	0.00			$	0.11

Overview

Revenue for the six months ended November 30, 2011 continues to reflect challenges in the supplemental education material market as schools are continuing to react to budgetary shortfalls and have been delaying or reducing orders, and in some instances not purchasing new materials for the classrooms. These circumstances continue to have an adverse impact on our revenue. Net revenue for the six month period ended November 30, 2011 was $16.6 million, a decline of 13.9% from the same period in the prior year. Revenue was below the prior year for all three product groups.

Although we reduced expenses on a year-over-year basis, these reductions were not able to offset the decline in revenue, resulting in net income for the six month period of $2,000, compared to $471,000 in the prior year. Basic and diluted earnings per common share for the period were $0.00 compared to $0.11 in the prior year.

REVENUE

Test Preparation, Assessment, and Instruction

Revenue for this product group for the six months ended November 30, 2011 was $7.3 million, a decline of 19.4% compared to the prior year. Test Preparation and Assessment revenue for the period was $6.2 million, a 23.1% decline from the prior year while Instruction revenue was $812,000, a decrease of 17.8% on a year-over-year basis. The revenue shortfall for the six months ended November 30, 2011, as it was for the quarter, was primarily related to the revenue decline in Texas. Texas is in the process of transitioning over to new standards and new tests and as such, schools and districts have reduced their expenditures. Although this change has had a short-term impact on our revenue, it creates future opportunities as educators are in need of products supporting these new standards and tests. In addition, we have recently released materials for the Texas End of Course (EOC) exit exams. This is the first year these EOC tests will count and there is a significant amount of anxiety with educators regarding having students prepared for these tests. The initial feedback from the market on our EOC products has been favorable and we are optimistic about the revenue potential for these products for the balance of fiscal 2012.

College Preparation

College Preparation revenue for the six-month period was $8.7 million, compared to $9.0 million during the same period in the prior year. Revenue for this product group is extremely seasonal; historically over 78% of the annual revenue is derived in the six months ended November 30th. Revenue from the sale of products offered from the two major college publishers, which represents more than 90% of the total revenue within this product group, was $8.2 million, a decline of 4.2% compared to the prior year. Revenue from proprietary products was $462,000, an increase of 17.1% from the prior year.

Literacy

Revenue for this product group for the six-month period was $601,000, a year-over-year decline of 50.7%. Revenue from this product group was greatly affected by the decrease in federally funded literacy initiatives, specifically ARRA funding (American Recovery and Reinvestment Act of 2009) which was a funding source utilized by customers.

COST OF REVENUE

Cost of revenue for the six-month period was $10.6 million (63.9% of revenue) compared to $11.6 million (60.1% of revenue) during the same period in the prior year.

Direct costs as a percentage of revenue increased from 47.0% in the prior year to 48.1% in the current year. The percentage increase is primarily due to revenue mix, as College Preparation revenue for the period increased from 46.5% of the total revenue in the prior year, to 52.3% in the current year. College Preparation direct costs are substantially higher than those of our other products.

Prepublication costs include one-time expenses associated with developing and producing new or revised proprietary products. It includes all development expenses, including but not limited to writing, design, art, permissions, and any other costs incurred up to the release date of the product in print and/or digital format. Prepublication costs are capitalized and expensed on a straight-line basis over a three- or five-year period, based upon the product. We believe our amortization policy is in line with industry practice. For the period, we amortized $2.6 million of prepublication costs, a year-over-year increase of 3.6%.

MARKETING AND SELLING

Selling and marketing expenses for the period were $3.7 million, a decrease of 18.0% from the prior year. The decrease is due to a reduction in commission expense as a result of lower revenue, a decrease in salary and related expenses, the timing of various promotional campaigns and an overall decline in sample expense. The expense as a percent of revenue for the six months was 22.5%, a decrease from 23.6% in the prior year.

GENERAL AND ADMINISTRATIVE

General and administrative expenses for the period were $2.1 million, a decrease of 6.1% from the prior year, due to continuing cost containment efforts.

INTEREST EXPENSE

Interest expense for the ~~quarter~~period was $70149,000, compared to $~~101~~159,000 for the same period in the prior year. The change is primarily due to ~~the~~an increase in the average outstanding debt and interest rate, offset by the change in the fair-value of our swap agreement~~. Included~~, inwhich ~~interest expense~~ for the ~~quarter~~current six-month period was $58,000 of income, compared to $2316,000 of expense ~~during the same period in the prior year~~.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities for the ~~three~~six months ended ~~August~~November 3130, 2011 was $23.02 million. Cash was primarily provided by our net income before depreciation, amortization and ~~deferred~~stock-based ~~income~~compensation ~~taxes~~expense, as well as ~~increases in accounts payable and accrued expenses and~~ a decrease in ~~Inventory~~accounts receivable, offset by ana ~~increase~~decrease in accounts ~~receivable~~payable and accrued expenses.

Net cash used in investing activities was $~~904~~1.8 million,~~000,~~ consisting primarily of prepublication expenditures of $~~855,000~~1. 7 million. Prepublication expenditures for the period were $~~639,000~~1.4 million lower than the prior year. The decrease in expenditures is primarily related to timing of expenditures; however we expect full year expenditures to be between $~~400~~700,000 to $~~600~~900,000 less than the prior year expenditures of $4.8 million.

Net cash used in financing activities was $1.14 million, consisting of $~~564~~382,000 of net payments on our revolving line of credit and ~~$500,000~~a reduction of ~~payments~~$1.0 million on our term loan.

We have a revolving line of credit and a term loan with Sovereign Bank. Amounts borrowed under the agreement are secured by substantially all of the assets of the Company.

The revolving line of credit provides for advances up to $10.0 million. The interest rate on the revolving line of credit ranges from LIBOR plus 2.0% to LIBOR plus 2.25%, or prime to prime plus 0.5%, with the exact interest rate based on the ratio of the Company’s Total Funded Debt to EBITDA. The average interest rates for the ~~reporting~~six months periods ending ~~August~~November 3130, 2011, and ~~August~~November 3130, 2010 were 2.48% and 2.5%, respectively. At ~~August~~November 3130, 2011, $6.23 million was outstanding under this facility, and $3.87 million was available for borrowing.

On August 10, 2011, we entered into an amendment of our credit agreement with Sovereign Bank which extends the maturity date of the revolving line of credit from March 1, 2012 to December 31, 2012, increases the interest rate by 0.75% for both the revolving line of credit and the term loan over the interest range in the original agreements, reduces the maximum amount of advances under the revolving line of credit to $9.0 million on March 1, 2012 and provides for an additional 0.25% interest rate increase effective July 1, 2012.

The term loan was originally for $10.0 million and matures in December 2012. The term loan provides for 20 equal quarterly payments of principal and interest, which began on March 31, 2008. The term loan bears interest at the same rate as the revolving line of credit for $1.63 million of the $32.05 million outstanding. On June 3, 2010, we entered into a swap agreement for $3.0 million, expiring in February 2012, fixing the interest rate at 1.25% plus an interest spread of 2.00% to 2.25% based upon the Company’s total funded debt to EBITDA ratio. After February 2012, the interest rate reverts to a variable rate. At ~~August~~November 3130, 2011, $32.05 million was outstanding under ~~this~~the ~~agreement~~term loan. The change in the fair value of the interest rate swap is recognized as an adjustment to interest expense during each reporting period. For the ~~three~~six months ended ~~August~~November 3130, 2011, we recorded interest income of $58,000 relating to the swap.

The credit agreement contains certain financial covenants, calculated on a consolidated basis for the Company and its subsidiary, which, among other things, impose a maximum ratio of total funded debt to EBITDA, and a minimum fixed charge coverage ratio. These financial covenants restrict the payment of dividends on the Company’s common stock. We were in compliance with each of these covenants at ~~August~~November 3130, 2011.

1416

We use our cash and borrowing availability under our financing arrangements, together with cash generated from operations, to meet our cash needs. We believe that our borrowing capacity together with our existing sources of cash will be sufficient to meet our anticipated cash needs for the balance of the fiscal year. We intend to continue investing in prepublication costs for our proprietary products, using cash generated from operations, and borrowings under financing arrangements.

OFF-BALANCE SHEET ARRANGEMENTS

None.

CRITICAL ACCOUNTING ESTIMATES

Our significant accounting policies are summarized in the footnotes to our financial statements included in our May 31, 2011 Form 10-K. Some of our accounting policies require management to exercise significant judgment in selecting the appropriate assumptions for calculating financial estimates. These judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, known trends in our industry, terms of existing contracts and other information from outside sources, as appropriate. Actual results may differ from these estimates under different assumptions and conditions. Certain of the most critical estimates that require significant judgment are as follows:

Revenue Recognition and Allowance for Returns

Revenue is recognized when products are shipped, the customer takes title and assumes risk of loss, and collection of the related receivable is probable. On ~~August~~November 3130, 2011, we had a returns valuation allowance of $~~259~~121,000. The allowance is recorded at the time of revenue recognition, if the right of return exists, and is recorded as a reduction of accounts receivable. This allowance is estimated by management based on our historical rate of returns. We recognize shipping and handling revenues as part of revenue, and shipping and handling expenses as part of cost of revenue on the statements of operations. Subscription based revenue on our electronic products is recognized prorata over the life of the subscription agreement.

Deferred Prepublication Costs

Deferred prepublication costs are recorded at their original cost and amortized over a three or five-year period, based on the estimated lives of the related publications. The net carrying value of the deferred prepublication costs is periodically reviewed and compared to an estimate of future net undiscounted cash flows. On ~~August~~November 3130, 2011, we had an allowance against this asset of $137,000. If future net undiscounted cash flows are not sufficient to realize the net carrying value of the asset, an impairment charge may be necessary.

Allowance for Doubtful Accounts

Credit to our customers is determined on a customer-by-customer basis. Trade receivables are carried at original invoice amount less an estimate made for the doubtful receivables based on a monthly review of all outstanding amounts. We determine the allowance for doubtful accounts after reviewing individual customer accounts as well as considering both historical and expected credit loss experience. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. The allowance for doubtful accounts was $10,000 at ~~August~~November 3130, 2011 and is believed to be adequate for any exposure to loss.

Allowance for Excess and Slow-Moving Inventory

We continuously monitor our inventory ~~on hand~~ for salability. This monitoring includes review of historical sales experience, projected sales activity by title, and any planned changes to a title that are known by management. Any slow-moving or non-salable inventory identified is reserved or written down at that time. The reserve of $~~890~~796,000 at ~~August~~November 3130, 2011 is believed to be adequate to cover potential inventory loss exposure.

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Income Taxes

We recognize deferred tax assets and liabilities based on the differences between the financial statements carrying amounts and the tax basis of assets and liabilities. We provide a valuation allowance for deferred tax assets if we determine, based on the weight of available evidence, that it is more likely than not that some or all of the deferred tax assets will not be realized. A valuation allowance has been established in the amount of $700,000 related to the tax benefit of our available federal and state ~~Net~~net ~~Operating~~operating ~~Losses~~losses. The carrying value of the net deferred tax asset assumes that we will be able to generate sufficient taxable income in the future. We perform a comprehensive tax review quarterly, and if future levels of taxable income are not sufficient or fail to materialize in the near term, management will adjust the valuation allowance accordingly.

Stock-Based Compensation Expense

We recognize compensation expense based on the grant-date fair value of the awards. Compensation expense for stock options is recognized over the vesting period of the award. The grant-date fair value of the stock options is determined using the Black-Scholes option-pricing model, using assumptions determined by management to be appropriate. For the ~~three~~six months ended ~~August~~November 3130, 2011, stock-based compensation expense was approximately $4185,000.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934 (the “Exchange Act”)), as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”).

The purpose of this evaluation is to determine if, as of the Evaluation Date, our disclosure controls and procedures were operating effectively such that the information relating to the Company, required to be disclosed in our Securities and Exchange Commissions (“SEC”) reports (i) was recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were operating effectively.

Changes in Internal Control over Financial Reporting

During the fiscal quarter covered by this report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended ~~August~~November 3130, 2011, we did not issue any securities without registration under the Securities Act of 1933.

In October 2005, our Board of Directors approved a share repurchase program, permitting us to repurchase up to 100,000 shares of our common stock. We did not repurchase any shares during the three months ended ~~August~~November 3130, 2011. At ~~August~~November 3130, 2011, 83,768 shares remained that could be purchased under the plan or programs. No share repurchase plan or program expired, or was terminated, during the period covered by this report.

Item 3. Defaults Upon Senior Securities

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit 31.1 CEO Certification pursuant to Rule 13a-14(a).

Exhibit 31.1	CEO Certification pursuant to Rule 13a-14(a).

Exhibit 31.2	CFO Certification pursuant to Rule 13a-14(a).

Exhibit 32	Certification of the CEO and the CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 101	Financial statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended November 30, 2011, formatted in XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.*

Exhibit 31.2 CFO Certification pursuant to Rule 13a-14(a).

Exhibit 32 Certification of the CEO and the CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 101 Financial statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended August 31, 2011, formatted in XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.*

*Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filings

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: October 11, 2011	PEOPLES EDUCATIONAL HOLDINGS, INC.
Dated: January 13, 2012	PEOPLES EDUCATIONAL HOLDINGS, INC.
	By:	/s/ Brian T. Beckwith
	By: /s/ Brian T. Beckwith
	Brian T. Beckwith	~~Brian T. Beckwith~~
	President and Chief Executive Officer	~~President and Chief Executive Officer~~

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