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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2003
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
---------- -----------
Commission File Number 000-32469
THE PRINCETON REVIEW, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3727603
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2315 Broadway 10024
New York, New York (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (212) 874-8282
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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
The Company had 27,275,122 shares of $0.01 par value common stock
outstanding at May 12, 2003.
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TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (unaudited)....................2
Consolidated Balance Sheets as of March 31, 2003 and
December 31, 2002.............................................2
Consolidated Statements of Operations for the Three Month
Periods ended March 31, 2003 and 2002.........................3
Consolidated Statements of Cash Flows for the Three Months
ended March 31, 2003 and 2002.................................4
Notes to Unaudited Consolidated Financial Statements.............5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................10
Item 3. Quantitative and Qualitative Disclosures about Market Risk......13
Item 4. Controls and Procedures.........................................13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings...............................................14
Item 2. Changes in Securities and Use of Proceeds.......................14
Item 3. Defaults Upon Senior Securities.................................14
Item 4. Submission of Matters to a Vote of Security Holders.............14
Item 5. Other Information...............................................14
Item 6. Exhibits and Reports on Form 8-K................................14
SIGNATURES....................................................................16
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
THE PRINCETON REVIEW, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except share data)
March 31, December 31,
----------- ------------
2003 2002
----------- ------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents ........................................... $ 9,926 $ 11,963
Accounts receivable, net ............................................ 13,375 13,605
Notes receivable .................................................... 524 717
Other receivables ................................................... 449 1,273
Prepaid expenses .................................................... 1,081 1,238
Securities, available for sale ...................................... 5 31
Other assets ........................................................ 2,567 1,954
-------- --------
Total current assets ............................................. 27,927 30,781
Furniture, fixtures, equipment and software development, net ........... 10,907 11,353
Franchise costs, net ................................................... 135 144
Publishing rights, net ................................................. 1,205 1,223
Deferred income taxes .................................................. 19,481 18,599
Investment in affiliates ............................................... 416 420
Territorial marketing rights ........................................... 1,481 1,481
Goodwill ............................................................... 38,372 38,157
Other assets ........................................................... 10,251 9,958
-------- --------
Total assets ..................................................... $110,175 $112,116
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable .................................................... $ 2,467 $ 6,284
Accrued expenses .................................................... 6,535 4,857
Current maturities of long-term debt ................................ 2,095 1,866
Deferred income ..................................................... 15,437 13,545
Book advances ....................................................... 453 610
-------- --------
Total current liabilities ........................................ 26,987 27,162
Long-term debt ......................................................... 4,995 5,656
Stockholders' equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized; none
issued and outstanding at March 31, 2003 and December 31, 2002 ... -- --
Common stock, $.01 par value; 100,000,000 shares authorized;
27,275,122 issued and outstanding at March 31, 2003 and 27,261,085
issued and outstanding at December 31, 2002 ...................... 273 273
Additional paid-in capital .......................................... 114,080 113,972
Accumulated deficit ................................................. (35,773) (34,570)
Accumulated other comprehensive loss ................................ (387) (377)
-------- --------
Total stockholders' equity ....................................... 78,193 79,298
-------- --------
Total liabilities and stockholders' equity ....................... $110,175 $112,116
======== ========
See accompanying notes.
2
THE PRINCETON REVIEW, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except per share data)
Three Months Ended
March 31,
------------------
2003 2002
------- -------
(unaudited)
Revenue
Test Preparation Services.................................. $16,030 $14,826
Admissions Services........................................ 2,674 3,206
K-12 Services.............................................. 2,990 1,365
------- -------
Total revenue........................................... 21,694 19,397
------- -------
Cost of revenue
Test Preparation Services.................................. 4,470 4,580
Admissions Services........................................ 908 660
K-12 Services.............................................. 1,242 394
------- -------
Total cost of revenue................................... 6,620 5,634
------- -------
Gross profit............................................ 15,074 13,763
------- -------
Operating expenses............................................ 17,051 17,616
------- -------
Loss from operations.......................................... (1,977) (3,853)
------- -------
Interest expense.............................................. (144) (152)
Other income.................................................. 47 257
------- -------
Loss before benefit for income taxes.......................... (2,074) (3,748)
Benefit for income taxes...................................... 871 1,494
------- -------
Net loss...................................................... $(1,203) $(2,254)
======= =======
Net loss per share - basic and diluted....................... $ (0.04) $ (0.08)
======= =======
Weighted average shares used in computing net loss per share.. 27,272 27,187
======= =======
See accompanying notes.
3
The Princeton Review, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
Three Months Ended
March 31,
------------------
2003 2002
------- -------
(unaudited)
Cash flows from operating activities:
Net loss ............................................................. $(1,203) $(2,254)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation ...................................................... 389 342
Amortization ...................................................... 1,053 1,143
Bad debt expense .................................................. 230 132
Loss on disposal of fixed assets .................................. -- 4
Deferred income taxes ............................................. (871) (1,634)
Deferred rent ..................................................... 90 36
Stock based compensation .......................................... 50 101
Net change in operating assets and liabilities:
Accounts receivable ............................................ -- (1,879)
Other receivables .............................................. 824 (226)
Prepaid expenses ............................................... 157 (642)
Other assets ................................................... (627) (368)
Accounts payable ............................................... (3,817) (4,751)
Accrued expenses and taxes payable ............................. 1,679 3,507
Deferred income ................................................ 1,802 1,979
Book advances .................................................. (157) (211)
------- -------
Net cash used in operating activities ................................ (401) (4,721)
------- -------
Cash flows from investing activities:
Purchase of furniture, fixtures, equipment and software development... (600) (968)
Investment in affiliates ............................................. -- (270)
Purchase of franchises and other businesses, net of cash acquired .... (215) (375)
Stockholder loan ..................................................... -- (416)
Notes receivable ..................................................... 193 733
Investment in other assets ........................................... (640) (224)
------- -------
Net cash used in investing activities ................................ (1,262) (1,520)
------- -------
Cash flows from financing activites:
Capital leases payments .............................................. (10) (29)
Notes payable related to acquisitions ................................ (422) (425)
Proceeds from exercise of options .................................... 58 129
------- -------
Net cash used in financing activities ................................ (374) (325)
------- -------
Net decrease in cash and cash equivalents ............................ (2,037) (6,566)
Cash and cash equivalents, beginning of period ....................... 11,963 21,935
------- -------
Cash and cash equivalents, end of period ............................. $ 9,926 $15,369
======= =======
See accompanying notes.
4
THE PRINCETON REVIEW, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2003
1. Basis of Presentation
The accompanying unaudited interim consolidated financial statements of The
Princeton Review, Inc. (the "Company") include the accounts of the Company and
its wholly-owned subsidiaries, Princeton Review Products, LLC, Princeton Review
Management, LLC, Princeton Review Publishing, LLC, Princeton Review Operations,
LLC, Princeton Review Carolinas, LLC and The Princeton Review Canada Inc.
This financial information has been prepared in accordance with generally
accepted accounting principles for interim financial information and reflects
all adjustments, consisting only of normal recurring accruals, that are, in the
opinion of management, necessary for a fair presentation of the interim
financial statements. The interim consolidated financial statements should be
read in conjunction with the consolidated financial statements and related notes
for the year ended December 31, 2002 included in the Company's Annual Report on
Form 10-K, as filed with the Securities and Exchange Commission. The results of
operations for the three-month period ended March 31, 2003 are not necessarily
indicative of the results to be expected for the entire fiscal year or any
future period.
Products and Services
The following table summarizes the Company's revenue and cost of revenue
for the three months ended March 31, 2003 and 2002;
Book, Software Web Based
Course Royalty and Publication Subscription and Other
Revenues Service Fees Income Processing Fees Income Total
-------- ------------ --------------- ---------------- ------ -------
(in thousands)
Three Months Ended March 31, 2003
- ---------------------------------
Revenue
Test Preparation Services $14,487 $ 790 $ 477 -- $ 276 $16,030
Admissions Services -- -- 120 $2,385 169 2,674
K-12 Services 386 -- 621 517 1,466 2,990
------- ------ ------ ------ ------ -------
Total $14,873 $ 790 $1,218 $2,902 $1,911 $21,694
======= ====== ====== ====== ====== =======
Cost of Revenue
Test Preparation Services $ 4,352 -- $ 118 -- -- $ 4,470
Admissions Services -- -- 52 $ 856 -- 908
K-12 Services 196 -- 119 210 $ 717 1,242
------- ------ ------ ------ ------ -------
Total $ 4,548 -- $ 289 $1,066 $ 717 $ 6,620
======= ====== ====== ====== ====== =======
Three Months Ended March 31, 2002
- ---------------------------------
Revenue
Test Preparation Services $12,898 $1,265 $ 605 -- $ 58 $14,826
Admissions Services -- -- 68 $2,876 262 3,206
K-12 Services -- -- 763 259 343 1,365
------- ------ ------ ------ ------ -------
Total $12,898 $1,265 $1,436 $3,135 $ 663 $19,397
======= ====== ====== ====== ====== =======
Cost of Revenue
Test Preparation Services $ 4,360 -- $ 220 -- -- $ 4,580
Admissions Services -- -- 11 $ 649 -- 660
K-12 Services -- -- 80 158 $ 156 394
------- ------ ------ ------ ------ -------
Total $ 4,360 -- $ 311 $ 807 $ 156 $ 5,634
======= ====== ====== ====== ====== =======
5
Reclassification
Beginning January 1, 2003, the Company changed the reported components to
its divisions so that a portion of the book revenues (and related expenses) it
receives from Random House Inc. are now reported in each of its three divisions
whereas previously all book revenues (and related expenses) from Random House
were reported in the Admissions Services division. The operating results from
these books are now reported by topics, so that test preparations books dealing
with college and graduate school admissions tests are reported in the Test
Preparation Services division, college and graduate school guidebooks are
reported in the Admissions Services division and books dealing with state tests
in the K-12 market are reported in the K-12 division. The operating results
contained in this Form 10-Q are reported using this new reporting structure and
all prior period results have been restated to reflect the reclassification of
the operating results for the related books into their respective divisions. The
Company's overall operating results did not change due to this reclassification.
Certain other balances have also been reclassified to conform to the current
year presentation.
2. Adoption of New Accounting Pronouncements
In April 2002, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards ("SFAS") No. 145, Rescission of
FASB Statements No. 4, 44, and 62, Amendment of FASB Statement No. 13, and
Technical Corrections as of April 2000. SFAS No. 145 revises the criteria for
classifying the extinguishment of debt as extraordinary and the accounting
treatment of certain lease modifications. SFAS No. 145 was effective for fiscal
2003 and its adoption did not have a material impact on the Company's
consolidated financial statements.
In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. SFAS No. 146 provides guidance on the timing
of the recognition of costs associated with exit or disposal activities. The new
guidance requires costs associated with exit or disposal activities to be
recognized when incurred. Previous guidance required recognition of costs at the
date of commitment to an exit or disposal plan. The provisions of the statement
are for exit activities after December 31, 2002. Although SFAS No. 146 impacts
the accounting for costs related to exit or disposal activities that the Company
may enter into in the future, particularly the timing of recognition of these
costs, the adoption of the statement will not have an impact on the Company's
present financial condition or results of operations.
3. Segment Information
The Company's operations are aggregated into three reportable segments. The
operating segments reported below are the segments of the Company for which
separate financial information is available and for which operating income is
evaluated regularly by executive management in deciding how to allocate
resources and in assessing performance.
The following segment results include the allocation of certain information
technology costs, accounting services, executive management costs, office
facilities expenses, human resources expenses
6
and other shared services which are allocated based on consumption. Corporate
consists of unallocated administrative support functions. The Company operates
its business through three divisions. The majority of the Company's revenue is
earned by the Test Preparation Services division, which sells a range of
services including test preparation, tutoring and academic counseling. Test
Preparation Services derives its revenue from Company operated locations and
from royalties from and product sales to independently-owned franchises. The
Admissions Services division earns revenue from subscription, transaction and
marketing fees from higher education institutions and sells advertising and
sponsorships. The K-12 Services division earns fees from its content development
work, an Internet-based subscription service for K-12 schools, professional
training and development services and K-12 print-based products. Additionally,
each division earns royalties and other fees from sales of its books published
by Random House. (See Note 1)
The segment results include EBITDA for the periods indicated. As used
in this report, EBITDA means earnings before interest, income taxes,
depreciation and amortization. The Company believes that EBITDA, a non-GAAP
financial measure, represents a useful measure of evaluating its financial
performance because it reflects earnings trends without the impact of certain
non-cash and non-operations-related charges or income. The Company's management
uses EBITDA to measure the operating profits or losses of the business.
Analysts, investors and rating agencies frequently use EBITDA in the evaluation
of companies, but the Company's presentation of EBITDA is not necessarily
comparable to other similarly titled measures of other companies because of
potential inconsistencies in the method of calculation. EBITDA is not intended
as an alternative to net income as an indicator of the Company's operating
performance, nor as an alternative to any other measure of performance
calculated in conformity with GAAP.
7
Three Months Ended March 31, 2003
--------------------------------------------------------------------
(in thousands)
Test Preparation Admissions
Services Services K-12 Services Corporate Total
---------------- ---------- ------------- --------- --------
Revenue $16,030 $ 2,674 $ 2,990 -- $ 21,694
Operating Expenses (including depreciation and
amortization) $ 9,975 $ 3,264 $ 3,136 $ 676 $ 17,051
Segment Assets $32,190 $24,775 $10,394 $42,815 $110,175
Segment operating income (loss) $ 1,584 $(1,498) $(1,387) $ (676) $ (1,977)
Depreciation & Amortization 376 436 361 269 1,442
Other -- (4) -- -- (4)
------- ------- ------- ------- --------
Segment EBITDA $ 1,960 $(1,066) $(1,026) $ (407) $ (539)
======= ======= ======= ======= ========
Three Months Ended March 31, 2002
--------------------------------------------------------------------
(in thousands)
Test Preparation Admissions
Services Services K-12 Services Corporate Total
---------------- ---------- ------------- --------- --------
Revenue $14,826 $ 3,206 $ 1,365 -- $ 19,397
Operating Expenses (including depreciation and
amortization) $ 9,363 $ 4,227 $ 3,407 $ 619 $ 17,616
Segment Assets $30,234 $24,960 $ 8,056 $46,512 $109,762
Segment operating income (loss) $ 882 $(1,681) $(2,435) $ (619) $ (3,853)
Depreciation & Amortization 439 562 290 194 1,485
------- ------- ------- ------- --------
Segment EBITDA $ 1,321 $(1,119) $(2,145) $ (425) $ (2,368)
======= ======= ======= ======= ========
Reconciliation of operating loss to net loss
2003 2002
------- -------
(in thousands)
Total income (loss) for reportable segments $(1,977) $(3,853)
Unallocated amounts:
Interest expense (144) (152)
Other income 47 257
Benefit for income taxes 871 1,494
------- -------
Net loss $(1,203) $(2,254)
======= =======
8
4. Loss Per Share
Basic and diluted net loss per share information for all periods is
presented under the requirements of SFAS No. 128, Earnings per Share. Basic net
loss per share is computed by dividing net loss applicable to common
stockholders by the weighted average number of common shares outstanding during
the period. Diluted net loss per share is determined in the same manner as basic
net loss per share except that the number of shares is increased assuming
exercise of dilutive stock options, warrants and convertible securities. The
calculation of diluted net loss per share excludes potential common shares if
the effect is antidilutive. During the periods presented, shares of convertible
securities and stock options that would be dilutive were excluded because to
include them would have been antidilutive.
5. Comprehensive Loss
The components of comprehensive loss for the three-month periods ended March 31,
2003 and 2002 are as follows:
2003 2002
------- -------
(in thousands)
Net loss $(1,203) $(2,254)
Foreign currency translation adjustment 5 (95)
Unrealized loss on available-for-sale
securities, net of tax benefits of
$11 and $119, respectively (15) (135)
------- -------
Total comprehensive loss $(1,213) $(2,484)
======= =======
6. Stock Options
The Company accounts for the issuance of stock options using the intrinsic
value method in accordance with Accounting Principles Board ("APB") No. 25,
Accounting for Stock Issued to Employees, and related interpretations. Generally
for the Company's stock option plans, no compensation cost is recognized in the
Consolidated Statements of Operations because the exercise price of the
Company's stock options equals the market price of the underlying stock on the
date of grant.
Had the Company accounted for its employee stock options under the
fair-value method of that statement, the Company's net loss and earnings per
share would have been as follows:
9
Three Months Ended March 31,
-------------------------------------
2003 2002
--------- ---------
(in thousands, except per share data)
Net loss, as reported ................................................... $(1,203) $(2,254)
Total stock-based employee compensation expense determined
under fair-value based method for all awards, net of
related tax effects ............................................... (613) (194)
Pro forma net loss ...................................................... $(1,816) $(2,448)
Basic and diluted earnings per share, as reported ....................... $ (0.04) $ (0.08)
Basic and diluted earnings per share, pro forma ......................... $ (0.07) $ (0.09)
Prior to the Company's initial public offering, the fair value for these
options was estimated at the date of grant using the minimum-value method, which
utilizes a near-zero volatility factor. After the Company's initial public
offering, these options were valued using a Black-Scholes option pricing model.
The following weighted-average assumptions were used under these methods:
Black Scholes
Minimum Option
Fair Value Pricing Model
Assumptions Method -------------
----------- ---------- 2003 2002
---- ----
Expected life (years) .................................. 5 3 5
Risk-free interest rate ................................ 5.5% 4.5% 4.5%
Dividend yield ......................................... 0% 0% 0%
Volatility factor ...................................... -- 0.800 0.761
Options to purchase 330,199 shares of common stock were granted in the first
quarter of 2003.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
All statements in this Form 10-Q that are not historical facts are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such
forward-looking statements may be identified by words such as "believe,"
"intend," "expect," "may," "could," "would," "will," "should," "plan,"
"project," "contemplate," "anticipate" or similar statements. Because these
statements reflect our current views concerning future events, these
forward-looking statements are subject to risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of many factors, including, but not limited to, demand
for our products and services, our ability to compete effectively, our ability
to increase revenue from our newer products and services and the other factors
described under the caption "Risk Factors" in our Annual Report on Form 10-K for
the year ended December 31, 2002 filed with the Securities and Exchange
Commission. We undertake no obligation to update publicly any forward-looking
statements for any reason, even if new information becomes available or other
events occur in the future.
The following information should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the consolidated financial statements and related notes included in our Annual
Report on Form 10-K for the year ended December 31, 2002,
10
as well as in conjunction with the consolidated financial statements and related
notes appearing elsewhere in this Form 10-Q.
As more fully described in Note 1 to our consolidated financial statements
appearing elsewhere in this Form 10-Q, beginning January 1, 2003, we have
changed the reported components to our divisions so that a portion of the book
revenues (and related expenses) we receive from Random House are now reported in
each of our three divisions, whereas previously all book revenues (and related
expenses) from Random House were reported in the Admissions Services division.
Accordingly, the operating results contained in this Form 10-Q, including the
period to period comparisons contained in this section, are reported using this
new reporting structure and all prior period results have been restated to
reflect this reclassification.
Results of Operations
Three Months Ended March 31, 2003 Compared With Three Months Ended March 31,
2002
Revenue
Our total revenue increased from $19.4 million in 2002 to $21.7 million in
2003, representing a 12% increase.
Test Preparation Services revenue increased from $14.8 million in 2002 to
$16.0 million in 2003, representing an 8% increase, comprised primarily of an
increase of approximately $1.6 million in revenue from our company-owned
operations, which was partially offset by a decrease in royalties received from
our independent franchises. The increased revenue from company-owned operations
resulted from an increase of approximately $1.4 million attributable to
enrollment increases and approximately $248,000 attributable to the operations
acquired from our former franchisee, Princeton Review of St. Louis.
Admissions Services revenue decreased from $3.2 million in 2002 to $2.7
million in 2003, representing a 17% decrease. This decrease resulted primarily
from a decrease of approximately $525,000 in Web-based subscription, application
and marketing fees, primarily attributable to a lower customer base of post
secondary schools compared with the same period last year.
K-12 Services revenue increased from $1.4 million in 2002 to $3.0 million
in 2003 representing a 119% increase. This increase resulted primarily from an
increase of approximately $1.8 million in revenue from schools for printed test
materials, Homeroom.com subscriptions and training and professional development
fees, which was partially offset by a decrease in revenues from McGraw-Hill.
Cost of Revenue
Our total cost of revenue increased from $5.6 million in 2002 to $6.6
million in 2003, representing an 18% increase.
Test Preparation Services cost of revenue decreased from $4.6 million in
2002 to $4.5 million in 2003, representing a 2% decrease largely due to improved
cost efficiencies in delivering courses.
11
Admissions Services cost of revenue increased from $660,000 in 2002 to
$908,000 in 2003, representing a 38% increase primarily due to an increase in
sales commissions.
K-12 Services cost of revenue increased from $394,000 in 2002 to $1.2
million in 2003, representing a 215% increase. This increase is primarily
attributable to an increase in costs incurred to service the contracts with its
school-based customers.
Operating Expenses
Selling, general and administrative expenses decreased from $17.6 million
in 2002 to $17.1 million in 2003, representing a 3% decrease. This decrease
resulted from the following:
o a decrease of approximately $578,000 in advertising and marketing
expenses;
o a decrease of approximately $249,000 in professional fees; and
o a decrease of approximately $249,000 in web site technology and
development expenses.
These decreases were partially offset by:
o an increase of approximately $218,000 in bad debt expense;
o an increase of approximately $187,000 in salaries and payroll taxes; and
o an increase of approximately $96,000 attributable primarily to personnel
related costs, including office rent and expenses, travel and
entertainment, employee benefits and recruiting fees.
Other Income
Other income decreased from $257,000 in 2002 to $47,000 in 2003. In 2002 we
received a one-time payment of $135,000 in interest on late royalty payments
from one of our franchisees.
Liquidity and Capital Resources
Net cash used in operating activities during the three months ended March
31, 2003 was $401,000, resulting primarily from the net loss from operations.
Net cash used in investing activities during the three months ended March 31,
2003 was $1.3 million, resulting primarily from the purchase of fixed assets and
investment in software development projects. Net cash used in financing
activities during the three months ended March 31, 2003 was $374,000, resulting
primarily from payments made with respect to an outstanding loan.
At March 31, 2003, we had approximately $9.9 million of cash and cash
equivalents. We anticipate that our cash balances, together with cash generated
from operations, will be sufficient to meet our normal operating requirements
for at least the next 12 months. We may also seek to obtain a new
12
credit facility as a source of additional liquidity and to fund a portion of the
purchase price of any future acquisitions of the businesses of our franchisees.
Impact of Inflation
Inflation has not had a significant impact on our historical operations.
Seasonality in Results of Operations
We experience, and we expect to continue to experience, seasonal
fluctuations in our revenue because the markets in which we operate are subject
to seasonal fluctuations based on the scheduled dates for standardized
admissions tests and the typical school year. These fluctuations could result in
volatility or adversely affect our stock price. In addition, as our revenue
grows, these seasonal fluctuations may become more evident. We typically
generate the largest portion of our test preparation revenue in the third
quarter. The electronic application revenue from the business we acquired from
Embark is highest in the first and fourth quarters, corresponding with the
busiest times of year for submission of applications to academic institutions.
Our K-12 Services division may also experience seasonal fluctuations in revenue,
but we are not yet able to predict the impact of seasonal factors on this
business with any degree of accuracy.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Our portfolio of marketable securities includes primarily short-term money
market funds. The fair value of our portfolio of marketable securities would not
be significantly impacted by either a 100 basis point increase or decrease in
interest rates due primarily to the short-term nature of the portfolio. Our
outstanding long-term debt bears interest at fixed rates. We do not currently
hold or issue derivative financial instruments.
Royalty payments from our international franchisees constitute an
insignificant percentage of our revenue. Accordingly, our exposure to exchange
rate fluctuations is minimal.
Item 4. Controls and Procedures
Within 90 days prior to the filing of this report, we performed an
evaluation under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were
effective.
There have been no significant changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are involved in legal proceedings incidental to the
conduct of our business. We are not currently a party to any legal proceeding
which, in the opinion of our management, is likely to have a material adverse
effect on us.
Item 2. Changes in Securities and Use of Proceeds
Initial Public Offering and Use of Proceeds from Sales of Registered
Securities
Our Registration Statement on Form S-1 (File No. 333-43874) related to our
initial public offering was declared effective by the Securities and Exchange
Commission on June 18, 2001. Through the end of the reporting period covered by
this report on Form 10-Q, we have used approximately $22.0 million of the net
proceeds from the initial public offering for working capital and other general
corporate purposes and $29.9 million of the net proceeds to repay outstanding
indebtedness, including accrued interest, under our previously existing credit
facilities.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit
Number Description
- ------- -----------
10.1 The Princeton Review, Inc. 2000 Stock Incentive Plan, as amended and
restated effective March 24, 2003.
10.2 Form of Stock Option Agreement with Mark Chernis, Stephen Melvin,
Stephen Quattrociocchi and Bruce Task, dated March 31, 2003.
10.3 The Princeton Review Glossary, as amended.
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
14
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the period covered by this
report on Form 10-Q.
15
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.
The Princeton Review, Inc.
By: /s/ Stephen Melvin
----------------------------------------
Stephen Melvin
Chief Financial Officer and
Treasurer
(Duly Authorized Officer and
Principal Financial and
Accounting Officer)
May 14, 2002
CERTIFICATION
I, John S. Katzman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Princeton
Review, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
16
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 14, 2003
/s/ John S. Katzman
----------------------------------------
John S. Katzman
Chairman and Chief Executive Officer
CERTIFICATION
I, Stephen Melvin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Princeton
Review, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
17
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 14, 2003
/s/ Stephen Melvin
----------------------------------------
Stephen Melvin
Chief Financial Officer and Treasurer
18