Exhibit 99.2
THE PRINCETON REVIEW, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except share data)
| | | | | | | | | | | | | | | | |
| | As Previously Issued | | | As Restated | |
| | December 31, | | | December 31, | | | December 31, | | | December 31, | |
| | 2006 | | | 2005 | | | 2006 | | | 2005 | |
ASSETS: | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 10,822 | | | $ | 8,002 | | | $ | 10,822 | | | $ | 8,002 | |
Accounts receivable | | | 31,531 | | | | 22,493 | | | | 31,531 | | | | 22,493 | |
Accounts receivable-related parties | | | 124 | | | | 1,591 | | | | 124 | | | | 1,591 | |
Other receivables | | | 1,999 | | | | 813 | | | | 1,999 | | | | 813 | |
Inventory | | | 2,950 | | | | 2,798 | | | | 2,950 | | | | 2,798 | |
Prepaid expenses | | | 1,653 | | | | 2,229 | | | | 1,653 | | | | 2,229 | |
Other current assets | | | 2,612 | | | | 1,307 | | | | 2,612 | | | | 1,307 | |
Other current assets related to discontinued operations | | | 181 | | | | — | | | | 181 | | | | — | |
| | | | | | | | | | | | |
Total current assets | | | 51,872 | | | | 39,233 | | | | 51,872 | | | | 39,233 | |
Furniture, fixtures, equipment and software development, net | | | 18,340 | | | | 16,155 | | | | 18,340 | | | | 16,155 | |
Goodwill | | | 31,006 | | | | 31,506 | | | | 31,006 | | | | 31,506 | |
Investment in affiliates | | | 1,639 | | | | 1,938 | | | | 1,639 | | | | 1,938 | |
Other intangibles, net | | | 11,527 | | | | 13,371 | | | | 11,527 | | | | 13,371 | |
Other assets | | | 1,744 | | | | 3,168 | | | | 1,744 | | | | 3,168 | |
Other assets related to discontinued operations | | | 1,980 | | | | — | | | | 1,980 | | | | — | |
| | | | | | | | | | | | |
Total assets | | $ | 118,108 | | | $ | 105,371 | | | $ | 118,108 | | | $ | 105,371 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
LIABILITIES & STOCKHOLDERS’ EQUITY: | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Line of credit | | $ | 3,000 | | | $ | — | | | $ | 3,000 | | | $ | — | |
Accounts payable | | | 15,220 | | | | 10,449 | | | | 15,220 | | | | 10,449 | |
Accrued expenses | | | 11,277 | | | | 10,826 | | | | 11,277 | | | | 10,826 | |
Current maturities of long-term debt | | | 1,369 | | | | 1,530 | | | | 1,369 | | | | 1,530 | |
Deferred income | | | 20,672 | | | | 16,548 | | | | 20,672 | | | | 16,548 | |
Current liabilities related to discontinued operations | | | 2,541 | | | | — | | | | 2,541 | | | | — | |
| | | | | | | | | | | | |
Total current liabilities | | | 54,079 | | | | 39,353 | | | | 54,079 | | | | 39,353 | |
Deferred rent | | | 2,558 | | | | 2,327 | | | | 2,558 | | | | 2,327 | |
Long-term debt | | | 14,127 | | | | 2,845 | | | | 14,127 | | | | 2,845 | |
Deferred tax liability | | | — | | | | — | | | | 3,703 | | | | 3,037 | |
Fair value of derivatives and warrant | | | 181 | | | | 393 | | | | 181 | | | | 393 | |
|
Series B-1 Preferred Stock | | | 6,000 | | | | 10,000 | | | | 6,000 | | | | 10,000 | |
|
Common stock | | | 276 | | | | 276 | | | | 276 | | | | 276 | |
Additional paid-in capital | | | 117,082 | | | | 116,279 | | | | 117,082 | | | | 116,279 | |
Accumulated deficit | | | (75,871 | ) | | | (65,823 | ) | | | (79,574 | ) | | | (68,860 | ) |
Accumulated other comprehensive loss | | | (324 | ) | | | (279 | ) | | | (324 | ) | | | (279 | ) |
| | | | | | | | | | | | |
Total stockholders’ equity | | | 41,163 | | | | 50,453 | | | | 37,460 | | | | 47,416 | |
| | | | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 118,108 | | | $ | 105,371 | | | $ | 118,108 | | | $ | 105,371 | |
| | | | | | | | | | | | |
THE PRINCETON REVIEW, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(unaudited)
(in thousands, except per share data)
| | | | | | | | | | | | | | | | |
| | Years Ended | | | Years Ended | |
| | December 31, | | | December 31, | |
| | As Previously Issued (1) | | | As Reissued | |
| | 2006 | | | 2005 | | | 2006 | | | 2005 | |
Revenue | | | | | | | | | | | | | | | | |
Test Preparation Services | | $ | 90,418 | | | $ | 93,808 | | | $ | 90,418 | | | $ | 93,808 | |
SES | | | 6,798 | | | | — | | | | 6,798 | | | | — | |
K-12 Services | | | 37,965 | | | | 31,931 | | | | 37,965 | | | | 31,931 | |
| | | | | | | | | | | | |
Total revenue | | | 135,181 | | | | 125,739 | | | | 135,181 | | | | 125,739 | |
| | | | | | | | | | | | |
Cost of revenue | | | | | | | | | | | | | | | | |
Test Preparation Services | | | 30,861 | | | | 28,686 | | | | 30,861 | | | | 28,686 | |
SES | | | 3,722 | | | | — | | | | 3,722 | | | | — | |
K-12 Services | | | 23,365 | | | | 17,681 | | | | 23,365 | | | | 17,681 | |
| | | | | | | | | | | | |
Total cost of revenue | | | 57,948 | | | | 46,367 | | | | 57,948 | | | | 46,367 | |
| | | | | | | | | | | | |
Gross Profit | | | 77,233 | | | | 79,372 | | | | 77,233 | | | | 79,372 | |
Operating expenses | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses | | | 85,990 | | | | 83,507 | | | | 85,990 | | | | 83,507 | |
| | | | | | | | | | | | |
Impairment of investment | | | 300 | | | | — | | | | 300 | | | | — | |
| | | | | | | | | | | | |
Total operating expenses | | | 86,290 | | | | 83,507 | | | | 86,290 | | | | 83,507 | |
| | | | | | | | | | | | |
|
Income (loss) from continuing operations | | | (9,057 | ) | | | (4,135 | ) | | | (9,057 | ) | | | (4,135 | ) |
Interest income (expense) | | | (649 | ) | | | (347 | ) | | | (649 | ) | | | (347 | ) |
Other income (expense) | | | (34 | ) | | | 2,420 | | | | (34 | ) | | | 2,420 | |
| | | | | | | | | | | | |
Income (loss) before income taxes | | | (9,740 | ) | | | (2,062 | ) | | | (9,740 | ) | | | (2,062 | ) |
|
(Provision) benefit for income taxes | | | (153 | ) | | | — | | | | (671 | ) | | | (672 | ) |
| | | | | | | | | | | | |
Net income (loss) from continuing operations | | | (9,893 | ) | | | (2,062 | ) | | | (10,411 | ) | | | (2,734 | ) |
|
Discontinued operations | | | | | | | | | | | | | | | | |
Income (loss) from discontinued operations | | | 362 | | | | (123 | ) | | | 362 | | | | (123 | ) |
Gain from disposal of discontinued operations | | | — | | | | — | | | | — | | | | — | |
(Provision) benefit for income taxes | | | — | | | | — | | | | (148 | ) | | | — | |
| | | | | | | | | | | | |
Income (loss) from discontinued operations | | | 362 | | | | (123 | ) | | | 214 | | | | (123 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net income (loss) | | | (9,531 | ) | | | (2,185 | ) | | | (10,197 | ) | | | (2,857 | ) |
Dividends and accretion on Series C and B-1 Preferred Stock | | | (517 | ) | | | (2,443 | ) | | | (517 | ) | | | (2,443 | ) |
| | | | | | | | | | | | |
Income (loss) attributed to common stockholders | | $ | (10,048 | ) | | $ | (4,628 | ) | | $ | (10,714 | ) | | $ | (5,300 | ) |
| | | | | | | | | | | | |
Earnings (loss) per share | | | | | | | | | | | | | | | | |
Basic and Diluted | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | (0.37 | ) | | $ | (0.16 | ) | | $ | (0.40 | ) | | $ | (0.19 | ) |
Income (loss) from discontinued operations | | $ | 0.01 | | | $ | (0.01 | ) | | $ | 0.01 | | | $ | (0.00 | ) |
| | | | | | | | | | | | |
Income (loss) attributed to common shareholders | | $ | (0.36 | ) | | $ | (0.17 | ) | | $ | (0.39 | ) | | $ | (0.19 | ) |
| | | | | | | | | | | | |
Weighted average shares used in computing income (loss) per share | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
Basic | | | 27,578 | | | | 27,570 | | | | 27,578 | | | | 27,570 | |
| | | | | | | | | | | | |
Diluted | | | 27,578 | | | | 27,570 | | | | 27,578 | | | | 27,570 | |
| | | | | | | | | | | | |
| | |
(1) | | In February 2007 the Company completed its sale of certain assets of the Company’s Admissions Services Division. All 10-Qs filed in 2007 have been restated reflecting this transaction as discontinued operations. |