Exhibit 99.1
Schedule Condensed Financial Information of RegistrantSchedule I Condensed Financial Information of Registrant
ARCHIPELAGO LEARNING, INC.
BALANCE SHEETS
| | | | | | | | |
| | As of December 31, | |
| | 2011 | | | 2010 | |
| | (in thousands) | |
Assets | | | | | | | | |
Cash and cash equivalents | | $ | 15,411 | | | $ | 15,373 | |
Deferred tax assets | | | — | | | | 2,875 | |
Receivable from subsidiary | | | 382 | | | | 200 | |
Note receivable from subsidiary | | | 25,650 | | | | 25,650 | |
Investment in subsidiaries | | | 80,903 | | | | 66,173 | |
| | | | | | | | |
Total assets | | $ | 122,346 | | | $ | 110,271 | |
| | | | | | | | |
Liabilities and Equity | | | | | | | | |
Income taxes payable | | $ | 157 | | | $ | — | |
Long-term deferred tax liabilities | | | — | | | | 2,954 | |
| | | | | | | | |
Total liabilities | | | 157 | | | | 2,954 | |
Commitments and contingencies | | | | | | | | |
Stockholders’ Equity: | | | | | | | | |
Preferred stock ($0.001 par value, 10,000,000 shares authorized, none issued and outstanding at December 31, 2011 and 2010) | | | — | | | | — | |
Common stock ($0.001 par value, 200,000,000 shares authorized, 26,340,135 and 26,354,198 shares issued and outstanding at December 31, 2011 and 2010, respectively) | | | 26 | | | | 26 | |
Additional paid-in capital | | | 98,356 | | | | 95,395 | |
Accumulated other comprehensive income | | | 1,497 | | | | 1,531 | |
Retained earnings | | | 22,310 | | | | 10,365 | |
| | | | | | | | |
Total stockholders’ equity | | | 122,189 | | | | 107,317 | |
| | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 122,346 | | | $ | 110,271 | |
| | | | | | | | |
STATEMENTS OF INCOME
| | | | | | | | |
| | Years Ended December 31, | |
| | 2011 | | | 2010 | |
| | (in thousands) | |
Interest income | | $ | 220 | | | $ | 253 | |
Gain on investment in subsidiaries | | | 11,802 | | | | 3,299 | |
| | | | | | | | |
Net income before tax | | | 12,022 | | | | 3,552 | |
Provision for income tax | | | 77 | | | | 100 | |
| | | | | | | | |
Net income | | $ | 11,945 | | | $ | 3,452 | |
| | | | | | | | |
STATEMENTS OF CASH FLOWS
| | | | | | | | |
| | Years Ended December 31, | |
| | 2011 | | | 2010 | |
| | (in thousands) | |
Cash flows from operating activities | | | | | | | | |
Net income | | $ | 11,945 | | | $ | 3,452 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | | | | | | |
Accrued interest on intercompany note | | | (182 | ) | | | (182 | ) |
Deferred income taxes | | | (80 | ) | | | 79 | |
Gain on investment in subsidiary | | | (11,802 | ) | | | (3,299 | ) |
Changes in operating assets and liabilities: | | | | | | | | |
Investment in subsidiaries | | | — | | | | (32,792 | ) |
Change in taxes payable | | | 157 | | | | (540 | ) |
| | | | | | | | |
Net cash provided by (used in) operating activities | | | 38 | | | | (33,282 | ) |
| | | | | | | | |
Cash flows from investing activities | | | | | | | | |
Net cash used in investing activities | | | — | | | | — | |
| | | | | | | | |
Cash flows from financing activities | | | | | | | | |
Net cash provided by financing activities | | | — | | | | — | |
| | | | | | | | |
Net change in cash and cash equivalents | | | 38 | | | | (33,282 | ) |
Beginning of period | | | 15,373 | | | | 48,655 | |
| | | | | | | | |
End of period | | $ | 15,411 | | | $ | 15,373 | |
| | | | | | | | |