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 September 30, 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)
(212) 874-8282
(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
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 27,357,034 shares of $0.01 par value common stock
outstanding at November 10, 2003.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (unaudited)....................................................2
Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002.......................2
Consolidated Statements of Operations for the Three-Month and Nine-Month Periods ended
September 30, 2003 and 2002....................................................................3
Consolidated Statements of Cash Flows for the Nine Months ended September 30, 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...........12
Item 3. Quantitative and Qualitative Disclosures about Market Risk......................................16
Item 4. Controls and Procedures ........................................................................16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings...............................................................................17
Item 2. Changes in Securities and Use of Proceeds.......................................................17
Item 3. Defaults Upon Senior Securities.................................................................17
Item 4. Submission of Matters to a Vote of Security Holders.............................................17
Item 5. Other Information...............................................................................17
Item 6. Exhibits and Reports on Form 8-K................................................................17
SIGNATURES..........................................................................................................19
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
THE PRINCETON REVIEW, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except share data)
September 30, December 31,
2003 2002
---- ----
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents................................................................ $ 15,833 $ 11,963
Accounts receivable, net................................................................. 13,706 13,605
Notes receivable......................................................................... 462 717
Other receivables........................................................................ 820 1,273
Prepaid expenses......................................................................... 1,866 1,238
Securities, available for sale........................................................... 64 31
Other assets............................................................................. 2,243 1,954
-------- --------
Total current assets................................................................... 34,994 30,781
Furniture, fixtures, equipment and software development, net............................... 10,617 11,353
Franchise costs, net....................................................................... 117 144
Publishing rights, net..................................................................... 1,168 1,223
Deferred income taxes...................................................................... 17,015 18,599
Investment in affiliates................................................................... 416 420
Territorial marketing rights............................................................... 1,481 1,481
Goodwill................................................................................... 39,377 38,157
Other assets............................................................................... 10,620 9,958
-------- --------
Total assets........................................................................... $115,805 $112,116
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable......................................................................... $ 4,152 $ 6,284
Accrued expenses......................................................................... 6,538 4,857
Current maturities of long-term debt..................................................... 1,198 1,866
Deferred income.......................................................................... 15,872 13,545
Book advances............................................................................ 273 610
-------- --------
Total current liabilities.............................................................. 28,033 27,162
Long-term debt............................................................................. 5,674 5,656
Stockholders' equity
Preferred stock, $.01 par value; 5,000,000 shares authorized; none issued and outstanding
at Septmber 30, 2003 and December 31, 2002.............................................. - -
Common stock, $.01 par value; 100,000,000 shares authorized; 27,337,307 issued and
outstanding at September 30, 2003 and 27,261,085 issued and outstanding at December 31,
2002.................................................................................... 274 273
Additional paid-in capital............................................................... 114,625 113,972
Accumulated deficit...................................................................... (32,402) (34,570)
Accumulated other comprehensive loss..................................................... (399) (377)
-------- --------
Total stockholders' equity............................................................. 82,098 79,298
-------- --------
Total liabilities and stockholders' equity............................................. $115,805 $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 September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
2003 2002 2003 2002
------- -------- -------- --------
(Unaudited) (Unaudited)
Revenue
Test Preparation Services ..................................... $ 25,045 $ 23,228 $ 57,523 $ 53,827
Admissions Services ........................................... 3,000 2,212 7,797 7,728
K-12 Services ................................................. 3,959 2,279 12,073 6,610
-------- -------- -------- --------
Total revenue ............................................... 32,004 27,719 77,393 68,165
-------- -------- -------- --------
Cost of revenue
Test Preparation Services ..................................... 6,983 6,106 17,182 15,304
Admissions Services ........................................... 812 779 2,190 2,039
K-12 Services ................................................. 1,871 950 4,527 2,136
-------- -------- -------- --------
Total cost of revenue ....................................... 9,666 7,835 23,899 19,479
-------- -------- -------- --------
Gross profit ................................................ 22,338 19,884 53,494 48,686
-------- -------- -------- --------
Operating expenses .............................................. 16,995 17,431 49,447 50,820
-------- -------- -------- --------
Income (loss) from operations ................................... 5,343 2,453 4,047 (2,134)
-------- -------- -------- --------
Interest expense ................................................ (69) (159) (428) (468)
Other income (expense) .......................................... 22 (25) 118 236
-------- -------- -------- --------
Income (loss) before (provision) benefit for income taxes ....... 5,296 2,269 3,737 (2,366)
(Provision) benefit for income taxes ............................ (2,225) (953) (1,570) 994
-------- -------- -------- --------
Net income (loss) ............................................... 3,071 1,316 2,167 (1,372)
Basic income (loss) per share ................................... $ 0.11 $ 0.05 $ 0.08 $ (0.05)
======== ======== ======== ========
Diluted income (loss) per share ................................. $ 0.11 $ 0.05 $ 0.08 $ (0.05)
======== ======== ======== ========
Weighted average shares used in computing net income (loss)
per share
Basic ......................................................... 27,317 27,259 27,288 27,231
======== ======== ======== ========
Diluted ....................................................... 27,527 27,381 27,425 27,231
======== ======== ======== ========
See accompanying notes.
3
The Princeton Review, Inc and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
Nine Months Ended
September 30,
2003 2002
-------- --------
(unaudited)
Cash flows from operating activities:
Net income (loss).................................................................. $ 2,167 $ (1,372)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation..................................................................... 1,263 1,187
Amortization..................................................................... 3,223 3,433
Bad debt expense................................................................. 262 815
Loss on disposal of fixed assets................................................. 2 199
Deferred income taxes............................................................ 1,570 (994)
Deferred rent.................................................................... 187 47
Stock based compensation......................................................... 115 202
Net change in operating assets and liabilities:
Accounts receivable............................................................ (263) (3,444)
Other receivables.............................................................. 453 (320)
Prepaid expenses............................................................... (602) (383)
Other assets................................................................... (526) 148
Accounts payable............................................................... (2,130) (3,870)
Accrued expenses............................................................... 1,537 1,716
Deferred income................................................................ 1,925 4,354
Book advances.................................................................. (336) (646)
-------- --------
Net cash provided by operating activities.......................................... 8,847 1,072
-------- --------
Cash flows from investing activities:
Purchase of furniture, fixtures, equipment and software development................ (2,550) (4,923)
Investment in affiliates........................................................... - (270)
Purchase of franchises and other businesses, net of cash acquired.................. (465) (320)
Stockholder loan................................................................... - (454)
Notes receivable................................................................... 255 807
Additions to capitalized development costs and other assets........................ (1,391) (1,216)
-------- --------
Net cash used in investing activities.............................................. (4,151) (6,376)
-------- --------
Cash flows from financing activites:
Repayment term loan, net........................................................... - (2)
Capital leases payments............................................................ (118) (120)
Notes payable related to acquisitions.............................................. (1,248) (1,275)
Proceeds from exercise of options.................................................. 540 261
-------- --------
Net cash used in financing activities.............................................. (826) (1,136)
-------- --------
Net increase (decrease) in cash and cash equivalents............................... 3,870 (6,440)
Cash and cash equivalents, beginning of period..................................... 11,963 21,935
-------- --------
Cash and cash equivalents, end of period........................................... $ 15,833 $ 15,495
======== ========
See accompanying notes.
4
THE PRINCETON REVIEW, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
September 30, 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, The Princeton Review of Canada Inc. and
Princeton Review of North Carolina 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 and nine-month periods ended September 30, 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-month and nine-month periods ended September 30, 2003 and 2002;
5
Book, Software Initial Web Based
Course Royalty and Publication Franchise Subscription and Other
Revenues Service Fees Income Fees Processing Fees Income Total
-------- ------------ --------------- --------- ---------------- ----- -----
(in thousands)
Three Months Ended September 30, 2003
- -------------------------------------
Revenue
Test Preparation Services $23,093 $ 1,344 $ 543 -- -- $ 65 $25,045
Admissions Services -- -- 141 -- $ 2,589 270 3,000
K-12 Services 179 -- 528 -- 777 2,475 3,959
------- ------- ------- ------- ------- ------- -------
Total $23,272 $ 1,344 $ 1,212 -- $ 3,366 $ 2,810 $32,004
======= ======= ======= ======= ======= ======= =======
Cost of Revenue
Test Preparation Services $ 6,896 -- $ 87 -- -- -- $ 6,983
Admissions Services -- -- 292 -- $ 520 -- 812
K-12 Services 123 -- 385 -- 195 $ 1,168 1,871
------- ------- ------- ------- ------- ------- -------
Total $ 7,019 -- $ 764 -- $ 715 $ 1,168 $ 9,666
======= ======= ======= ======= ======= ======= =======
Three Months Ended September 30, 2002
- -------------------------------------
Revenue
Test Preparation Services $21,326 $ 1,205 $ 340 -- -- $ 357 $23,228
Admissions Services -- -- 258 -- $ 1,483 471 2,212
K-12 Services 150 -- 1,087 -- 540 502 2,279
------- ------- ------- ------- ------- ------- -------
Total $21,476 $ 1,205 $ 1,685 -- $ 2,023 $ 1,330 $27,719
======= ======= ======= ======= ======= ======= =======
Cost of Revenue
Test Preparation Services $ 6,003 -- $ 103 -- -- -- $ 6,106
Admissions Services -- -- 140 -- $ 639 -- 779
K-12 Services 260 -- 300 -- 169 $ 221 950
------- ------- ------- ------- ------- ------- -------
Total $ 6,263 -- $ 543 -- $ 808 $ 221 $ 7,835
======= ======= ======= ======= ======= ======= =======
Nine Months Ended September 30, 2003
- ------------------------------------
Revenue
Test Preparation Services $52,538 $ 3,228 $ 1,637 -- -- $ 120 $57,523
Admissions Services -- -- 494 -- $ 6,650 653 7,797
K-12 Services 1,360 -- 1,791 -- 2,033 6,889 12,073
------- ------- ------- ------- ------- ------- -------
Total $53,898 $ 3,228 $ 3,922 -- $ 8,683 $ 7,662 $77,393
======= ======= ======= ======= ======= ======= =======
Cost of Revenue
Test Preparation Services $16,720 -- $ 462 -- -- -- $17,182
Admissions Services -- -- 535 -- $ 1,655 -- 2,190
K-12 Services 414 -- 810 -- 631 $ 2,672 4,527
------- ------- ------- ------- ------- ------- -------
Total $17,134 -- $ 1,807 -- $ 2,286 $ 2,672 $23,899
======= ======= ======= ======= ======= ======= =======
Nine Months Ended September 30, 2002
- ------------------------------------
Revenue
Test Preparation Services $48,194 $ 3,568 $ 1,368 $ 120 -- $ 577 $53,827
Admissions Services -- -- 578 -- $ 5,918 1,232 7,728
K-12 Services 548 -- 3,441 -- 1,282 1,339 6,610
------- ------- ------- ------- ------- ------- -------
Total $48,742 $ 3,568 $ 5,387 $ 120 $ 7,200 $ 3,148 $68,165
======= ======= ======= ======= ======= ======= =======
Cost of Revenue
Test Preparation Services $14,779 -- $ 525 -- -- -- $15,304
Admissions Services -- -- 324 -- $ 1,715 -- 2,039
K-12 Services 372 -- 791 -- 490 $ 483 2,136
------- ------- ------- ------- ------- ------- -------
Total $15,151 -- $ 1,640 -- $ 2,205 $ 483 $19,479
======= ======= ======= ======= ======= ======= =======
6
Stock Options
The Company accounts for the issuance of stock options using the intrinsic
value method in accordance with Accounting Principles Board No. 25, Accounting
for Stock Issued to Employees. 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 income (loss) and
income (loss) per share would have been as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
2003 2002 2003 2002
---- ---- ---- ----
(in thousands, except per share data)
Net income (loss), as reported $3,071 $1,316 $2,167 $(1,372)
Total stock-based employee compensation
expense determined under fair-value based method
for all awards, net of related tax effects (239) (194) (1,095) (582)
Pro forma net income (loss) $2,832 $1,122 $1,072 $(1,954)
Basic and diluted income (loss) per share, as reported $ 0.11 $ 0.05 $ 0.08 $ (0.05)
Basic and diluted income (loss) per share, pro forma $ 0.10 $ 0.04 $ 0.04 $ (0.07)
Prior to the Company's initial public offering, the fair value for these
options was estimated at the date of grant using the minimum fair-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:
Minimum Black Scholes
Fair Value Option
Assumptions Method Pricing Model
----------- ---------- -------------
2003 2002
---- ----
Expected life (years) 5 3.55 5
Risk-free interest rate 5.5% 4.5% 4.5%
Dividend yield 0% 0% 0%
Volatility Factor .782 .761
Options to purchase 31,125 shares of common stock were granted in the third
quarter of 2003.
Reclassification
7
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 January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities which requires the consolidation of variable interest
entities, as defined. This interpretation is applicable to variable interest
entities created after January 31, 2003. Variable interest entities created
prior to February 1, 2003, must be consolidated effective December 31, 2003. The
adoption of this new statement is not expected to have a material impact on the
Company's financial statements.
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 results as
measured by EBITDA are 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 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)
8
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.
9
- -----------------------------------------------------------------------------------------------------------------------------------
(in thousands)
Three Months Ended September 30, 2003
- -----------------------------------------------------------------------------------------------------------------------------------
Test Preparation Admissions
Services Services K-12 Services Corporate Total
---------------- ---------- ------------- --------- -----
Revenue $ 25,045 $ 3,000 $ 3,959 -- $ 32,004
Operating Expenses (including depreciation and
amortization) $ 10,444 $ 2,842 $ 3,398 $ 311 $ 16,995
Segment Assets $ 32,079 $ 24,033 $ 12,430 $ 47,263 115,805
Segment operating income (loss) $ 7,617 $ (653) $ (1,310) $ (311) $ 5,343
Depreciation & Amortization 381 457 413 311 1,562
------------------------------------------------------------------------------
Segment EBITDA $ 7,998 $ (196) $ (897) $ -- $ 6,905
==============================================================================
- -----------------------------------------------------------------------------------------------------------------------------------
Three Months Ended September 30, 2002
- -----------------------------------------------------------------------------------------------------------------------------------
Test Preparation Admissions
Services Services K-12 Services Corporate Total
---------------- ---------- ------------- --------- -----
Revenue $ 23,228 $ 2,212 $ 2,279 -- $ 27,719
Operating Expenses (including depreciation and
amortization) $ 10,515 $ 3,798 $ 2,852 $ 266 $ 17,431
Segment Assets $ 30,383 $ 25,721 $ 7,118 $ 47,797 111,019
Segment operating income (loss) $ 6,607 $ (2,366) $ (1,522) $ (266) 2,453
Depreciation & Amortization 425 561 320 266 1,572
------------------------------------------------------------------------------
Segment EBITDA $ 7,032 $ (1,805) $ (1,202) $ -- $ 4,025
==============================================================================
- -----------------------------------------------------------------------------------------------------------------------------------
Nine Months Ended September 30, 2003
- -----------------------------------------------------------------------------------------------------------------------------------
Test Preparation Admissions
Services Services K-12 Services Corporate Total
---------------- ---------- ------------- --------- -----
Revenue $ 57,523 $ 7,797 $ 12,073 -- $ 77,393
Operating Expenses (including depreciation and
amortization) $ 29,497 $ 9,051 $ 9,481 $ 1,418 $ 49,447
Segment Assets $ 32,079 $ 24,033 $ 12,430 $ 47,263 115,805
Segment operating income (loss) $ 10,844 $ (3,444) $ (1,935) $ (1,418) $ 4,047
Depreciation & Amortization 1,141 1,329 1,140 876 4,486
Other -- $ (4) -- -- $ (4)
------------------------------------------------------------------------------
Segment EBITDA $ 11,985 $ (2,119) $ (795) $ (542) $ 8,529
==============================================================================
- -----------------------------------------------------------------------------------------------------------------------------------
Nine Months Ended September 30, 2002
- -----------------------------------------------------------------------------------------------------------------------------------
Test Preparation Admissions
Services Services K-12 Services Corporate Total
---------------- ---------- ------------- --------- -----
Revenue $ 53,827 $ 7,728 $ 6,610 -- $ 68,165
Operating Expenses (including depreciation and
amortization) $ 28,673 $ 11,807 $ 9,016 $ 1,324 $ 50,820
Segment Assets $ 30,383 $ 25,721 $ 7,118 $ 47,797 $ 111,019
Segment operating income (loss) $ 9,849 $ (6,118) $ (4,541) $ (1,324) $ (2,134)
Depreciation & Amortization 1,315 1,714 903 688 4,620
------------------------------------------------------------------------------
Segment EBITDA $ 11,164 $ (4,404) $ (3,638) $ (636) $ 2,486
==============================================================================
Reconciliation of operating income (loss) to Three Months Ended September 30, Nine Months Ended September 30,
net income (loss) 2003 2002 2003 2002
-------------------------------- -------------------------------
Total income (loss) for reportable segments $ 5,343 $ 2,453 $ 4,047 $ (2,134)
Unallocated amounts:
Interest expense (69) (159) (428) (468)
Other income 22 (25) 118 236
(Provision) benefit for income taxes (2,225) (953) (1,570) 994
-------------------------------- -------------------------------
Net income (loss) $ 3,071 $ 1,316 $ 2,167 $ (1,372)
-------------------------------- -------------------------------
10
4. Income (Loss) Per Share
Basic and diluted net income (loss) per share information for all periods
is presented under the requirements of Statements of Financial Accounting
Standards No. 128, Earnings per Share. Basic net income (loss) per share is
computed by dividing net income (loss) applicable to common stockholders by the
weighted average number of common shares outstanding during the period. Diluted
net income (loss) per share is determined in the same manner as basic net income
(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 income (loss) per share excludes potential common shares if the
effect is antidilutive. During the periods presented in which the Company
reported a loss, shares of convertible securities and stock options that would
be dilutive were excluded because to include them would have been antidilutive.
5. Comprehensive Income (Loss)
The components of comprehensive income (loss) for the three-month and nine-month
periods ended September 30, 2003 and 2002 are as follows:
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
2003 2002 2003 2002
---- ---- ---- ----
(in thousands)
Net income (loss) $3,071 $1,316 $2,167 $(1,372)
Foreign currency translation adjustment
(9) (51) (41) (184)
Unrealized gain (loss) on
available-for-sale securities, net of
tax (provision) benefits of $(24) and
$57, and $(14) and $407, respectively 33 (79) 19 (532)
------ ------ ------ -------
Total comprehensive income (loss) $3,095 $1,186 $2,145 $(2,088)
====== ====== ====== =======
11
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, 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 September 30, 2003 Compared With Three Months Ended September
30, 2002
Revenue
Our total revenue increased from $27.7 million in 2002 to $32.0 million in
2003, representing a 15% increase.
Test Preparation Services revenue increased from $23.2 million in 2002 to
$25.0 million in 2003, representing an 8% increase, comprised primarily of an
increase of approximately $1.8 million in revenue from our company-owned
operations. The increased revenue from company-owned operations resulted from an
increase of approximately $700,000 in revenue attributable to the operations
acquired from our former franchisees, Princeton Review of St. Louis and
Princeton
12
Review of North Carolina, and an increase of approximately $1.1 million at our
other locations. The $1.1 million increase at our other locations is primarily
attributable to enrollment increases.
Admissions Services revenue increased from $2.2 million in 2002 to $3.0
million in 2003, representing a 36% increase. This increase resulted primarily
from an increase in Web-based subscription, application and marketing fees.
K-12 Services revenue increased from $2.3 million in 2002 to $4.0 million
in 2003, representing a 74% increase. This increase resulted primarily from an
increase of approximately $2.2 million in revenue from schools for Homeroom.com
subscriptions, printed materials, professional development and after school
supplemental programs. These increases were partially offset by a decrease of
approximately $560,000 in workbook development fees from McGraw-Hill.
Cost of Revenue
Our total cost of revenue increased from $7.8 million in 2002 to $9.7
million in 2003, representing a 23% increase.
Test Preparation Services cost of revenue increased from $6.1 million in
2002 to $7.0 million in 2003, representing a 14% increase. This increase
resulted primarily from the following: an increase of approximately $150,000 in
costs associated with the operation of the businesses acquired from Princeton
Review of St. Louis and Princeton Review of North Carolina; teacher pay
increased by approximately $425,000 due to salary increases as well as an
increased number of classes; additional classes also resulted in an increase of
$150,000 in facility rental expense; finally the cost of classroom materials and
other course-related expenses increased by $160,000 as a result of the increase
in sales.
Admissions Services cost of revenue increased from $779,000 in 2002 to
$812,000 in 2003, representing a 4% increase. The increase is primarily
attributable to greater commission expense.
K-12 Services cost of revenue increased from $950,000 in 2002 to $1.9
million in 2003, representing a 97% increase. This increase is primarily
attributable to an increase in costs incurred to service the school contracts
for the Homeroom.com subscription service, printed materials and consulting
services.
Operating Expenses
Selling, general and administrative expenses decreased from $17.4 million
in 2002 to $17.0 million in 2003, representing a 3% decrease. This decrease
resulted from the following:
o a decrease of approximately $200,000 in advertising and marketing expenses;
o a decrease of approximately $670,000 in bad debt expense;
o a decrease of approximately $350,000 in web site technology and development
expenses; and
o a decrease of approximately $80,000 in depreciation and amortization
expense.
These decreases were partially offset by:
o an increase of approximately $650,000 attributable primarily to personnel
related costs,
13
including office rent and expenses, travel and entertainment, employee
benefits and recruiting fees; and
o an increase of approximately $425,000 in salaries and payroll taxes.
Nine Months Ended September 30, 2003 Compared With Nine Months Ended September
30, 2002
Revenue
Our total revenue increased from $68.2 million in 2002 to $77.4 million in
2003, representing a 14% increase.
Test Preparation Services revenue increased from $53.8 million in 2002 to
$57.5 million in 2003, representing a 7% increase, comprised primarily of an
increase of approximately $3.9 million in revenue from our company-owned
operations. The increased revenue from company-owned operations resulted from an
increase of approximately $1.2 million in revenue attributable to the operations
acquired from our former franchisees Princeton Review of St. Louis and Princeton
Review of North Carolina, and an increase of approximately $2.7 million at our
other locations. Of the $2.7 million increase at our other locations
approximately $3.7 million is attributable to enrollment increases, which was
partially offset by decreases in average prices for courses.
Admissions Services revenue increased from $7.7 million in 2002 to $7.8
million in 2003, representing a 1% increase. The revenue increases in the third
quarter described earlier were offset by decreases in the first half of the year
compared to the same periods last year.
K-12 Services revenue increased from $6.6 million in 2002 to $12.1 million
in 2003 representing an 83% increase. This increase resulted primarily from an
increase of approximately $7.1 million in revenue from schools for Homeroom.com
subscriptions, printed materials, professional development and after school
supplemental programs. These increases were partially offset by a decrease of
approximately $1.7 million in workbook development fees from McGraw-Hill.
Cost of Revenue
Our total cost of revenue increased from $19.5 million in 2002 to $23.9
million in 2003, representing a 23% increase.
Test Preparation Services cost of revenue increased from $15.3 million in
2002 to $17.2 million in 2003, representing an 12% increase. This increase
resulted primarily from the following: an increase of approximately $350,000 in
costs associated with the operation of the businesses acquired from Princeton
Review of St. Louis in October 2002 and Princeton Review of North Carolina in
July 2003; teacher pay increased by approximately $1.0 million due to salary
increases as well as an increased number of classes; additional classes also
resulted in an increase of $270,000 in facility rental expense; finally, the
cost of classroom materials and other course related expenses increase by
approximately $240,000.
14
Admissions Services cost of revenue increased from $2.0 million in 2002 to
$2.2 million in 2003, representing a 7% increase. The increase is primarily
attributable to greater commission expense.
K-12 Services cost of revenue increased from $2.1 million in 2002 to $4.5
million in 2003, representing a 112% increase. This increase is primarily
attributable to an increase in costs of approximately $2.4 million incurred to
service the school contracts for the Homeroom.com subscription service,
consulting and other services.
Operating Expenses
Selling, general and administrative expenses decreased from $50.8 million
in 2002 to $49.4 million in 2003, representing a 3% decrease. This decrease
resulted from the following:
o a decrease of approximately $1.2 million in advertising and marketing
expenses;
o a decrease of approximately $785,000 in bad debt expense;
o a decrease of approximately $695,000 in web site technology and development
expenses; and
o a decrease of approximately $330,000 in depreciation and amortization
expense.
These decreases were partially offset by:
o an increase of approximately $1.1 million attributable primarily to
personnel related costs, including office rent and expenses, travel and
entertainment, employee benefits and recruiting fees; and
o an increase of approximately $495,000 in salaries and payroll taxes.
Liquidity and Capital Resources
Net cash provided by operating activities during the nine months ended
September 30, 2003 was $8.8 million, resulting primarily from the net income
from operations after adjusting for the non-cash items, primarily depreciation
and amortization. Net cash used in investing activities during the nine months
ended September 30, 2003 was $4.2 million, resulting primarily from the purchase
of fixed assets and investment in software development projects. Net cash used
in financing activities during the nine months ended September 30, 2003 was
$826,000, resulting primarily from payments made with respect to acquisition
debt.
At September 30, 2003, we had approximately $15.8 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 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.
15
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 recorded in our Admissions Services
division 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
We have 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 as of the end of the period covered by
this report.
During the period covered by this report, there has been no change in our
internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On September 10, 2003, CollegeNet, Inc. filed suit in Federal District
Court in Oregon (CollegeNet, Inc. v. Princeton Review, Inc.), alleging that The
Princeton Review infringed a certain patent owned by CollegeNet related to the
processing of on-line applications. CollegeNet seeks injunctive relief and
unspecified monetary damages. Notwithstanding the filing of this suit,
CollegeNet has not formally served The Princeton Review with process in this
case. Because this potential proceeding is at a very preliminary stage, we are
unable to predict its outcome with any degree of certainty. However, The
Princeton Review believes that it has meritorious defenses to CollegeNet's
claims of infringement and intends to vigorously defend this action in the event
that The Princeton Review is served.
In addition to the foregoing claim, from time to time, we are involved in
legal proceedings incidental to the conduct of our business, none of which, in
the opinion of our management, is likely to have a material adverse effect on
The Princeton Review.
Item 2. Changes in Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit
Number Description
------- -----------
31.1 Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
17
(b) Reports on Form 8-K
A current report on Form 8-K was furnished to the SEC on August 6, 2003 in
connection with The Princeton Review's public announcement of financial
results for the second quarter of 2003.
18
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)
November 13, 2003