1124289--3/22/2006--HAIGHTS_CROSS_COMMUNICATIONS

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{product, market, service}

{debt, indebtedness, cash}

{regulation, government, change}

{stock, price, operating}

{property, intellectual, protect}

{competitive, industry, competition}

{cost, regulation, environmental}

{customer, product, revenue}

{system, service, information}

{control, financial, internal}

{investment, property, distribution}

{product, liability, claim}

{acquisition, growth, future}

{personnel, key, retain}

{tax, income, asset}

{regulation, change, law}

Risks Related to Our Business Our substantial leverage and indebtedness may adversely affect our ability to operate our business and place us at a competitive disadvantage in our industry. We have a history of losses, which we expect to continue, and we might not ever achieve or maintain profitability. A decrease in funding of schools and libraries by federal, state and local governments could reduce our sales and profits. We may be unable to compete successfully in our highly competitive industry. Our business is seasonal and our operating results may fluctuate; as a result of this seasonality, our common stock price may be volatile, which could cause the value of your investment to decline. Misuse, misappropriation or other loss of our proprietary rights could have a material adverse effect on our results of operations. We may have to defend against intellectual property infringement claims and other claims which may cause us to incur significant costs and may divert management attention. Our management has broad discretion over the application of cash and cash equivalents on hand, and investors will not have the opportunity to evaluate information concerning the application of such amounts. We are dependent upon our key personnel. Growth of multimedia products may compete with and reduce our publishing activities. Technological changes may reduce our sale of products. Our business may be adversely affected by an increase in paper or postage costs. We may be unable to successfully complete acquisitions and our acquisitions may divert management attention from operating our business. Our principal stockholders own a large percentage of our common stock and will be able to influence or control substantially all corporate decisions. Changes in Media/ Communications Partners III Limited Partnership s beneficial ownership interest in us could result in an event of default under our senior revolving credit facility. Restrictive covenants in our debt instruments may adversely affect our operations. Our success depends in large part on our ability to update and expand the content of existing products and develop new products in a cost-effective manner and on a timely basis. If the federal NCLB is materially changed, repealed, or found unconstitutional, our revenue and profitability could be adversely affected. If there is a substantial reduction in the emphasis placed by federal and state governments on assessment and remediation in K-12 education, our business may be adversely affected. We are dependent on a limited number of suppliers and service providers, and any interruption of supply or services from these vendors could have a material adverse effect on our operations. Disruption in our distribution centers could significantly lower our revenues and profitability. We are dependent upon a central computer system and if we experience damage, service interruptions or failures in this system, or if our security measures are breached, our customer relationships and our ability to attract new customers may be adversely affected. We will incur increased costs as a result of our efforts to comply with the requirements of the Sarbanes-Oxley Act. Future transactions may limit our ability to use our net operating loss carryforwards.

Full 10-K form ▸

1124289--3/22/2006--HAIGHTS_CROSS_COMMUNICATIONS_INC