UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
|
ý |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
|
|
|
|
For The Quarterly Period Ended March 31, 2005 |
|
|
|
|
|
|
|
OR |
|
|
|
|
|
o |
|
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 001-31825
The First Marblehead Corporation
(Exact Name of Registrant as Specified in Its Charter)
|
Delaware |
|
04-3295311 |
|
(State or
Other Jurisdiction of |
|
(I.R.S. Employer |
|
|
|
|
|
The Prudential Tower |
|
02199-8157 |
|
(Address of Principal Executive Offices) |
|
(Zip Code) |
|
|
|
|
|
Registrant’s telephone number, including area code: (617) 638-2000 |
||
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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes o No ý
As of April 30, 2005, the registrant had 66,113,757 shares of Common Stock, $0.01 par value per share, outstanding.
THE FIRST MARBLEHEAD CORPORATION AND SUBSIDIARIES
Table of Contents
2
THE FIRST MARBLEHEAD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share and per share amounts)
|
|
|
March 31, |
|
June 30, |
|
||
|
|
|
|
|
|
|
||
|
ASSETS |
|
|
|
|
|
||
|
Cash and other short-term investments |
|
$ |
218,467 |
|
$ |
168,712 |
|
|
|
|
|
|
|
|
||
|
Service receivables: |
|
|
|
|
|
||
|
Structural advisory fees |
|
42,767 |
|
34,334 |
|
||
|
Residuals |
|
210,332 |
|
108,495 |
|
||
|
Processing fees from The Education Resources Institute (TERI) |
|
8,358 |
|
6,052 |
|
||
|
|
|
261,457 |
|
148,881 |
|
||
|
|
|
|
|
|
|
||
|
Property and equipment |
|
42,810 |
|
15,146 |
|
||
|
Less accumulated depreciation and amortization |
|
(8,874 |
) |
(4,315 |
) |
||
|
Property and equipment, net |
|
33,936 |
|
10,831 |
|
||
|
|
|
|
|
|
|
||
|
Goodwill |
|
3,176 |
|
3,176 |
|
||
|
Intangible assets, net |
|
2,776 |
|
3,180 |
|
||
|
Prepaid income taxes |
|
17,115 |
|
20,267 |
|
||
|
Other prepaid expenses |
|
3,281 |
|
2,763 |
|
||
|
Other assets |
|
3,466 |
|
2,246 |
|
||
|
|
|
|
|
|
|
||
|
Total assets |
|
$ |
543,674 |
|
$ |
360,056 |
|
|
|
|
|
|
|
|
||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
||
|
Liabilities: |
|
|
|
|
|
||
|
Accounts payable and accrued expenses |
|
$ |
29,425 |
|
$ |
26,285 |
|
|
Net deferred income tax liability |
|
70,416 |
|
40,138 |
|
||
|
Notes payable and capital lease obligations |
|
7,452 |
|
9,179 |
|
||
|
Notes payable to TERI |
|
5,474 |
|
6,004 |
|
||
|
Other liabilities |
|
801 |
|
314 |
|
||
|
Total liabilities |
|
113,568 |
|
81,920 |
|
||
|
Commitments and contingencies |
|
|
|
|
|
||
|
Stockholders’ equity: |
|
|
|
|
|
||
|
Preferred stock, par value $0.01 per share; 20,000,000 shares authorized; no shares issued or outstanding |
|
— |
|
— |
|
||
|
Common stock, par value $0.01 per share; 150,000,000 and 100,000,000 shares authorized at March 31, 2005 and June 30, 2004, respectively; 66,113,757 and 63,975,000 shares issued and outstanding at March 31, 2005 and June 30, 2004, respectively |
|
661 |
|
640 |
|
||
|
Additional paid-in capital |
|
202,516 |
|
163,572 |
|
||
|
Retained earnings |
|
230,541 |
|
113,924 |
|
||
|
Deferred compensation |
|
(3,612 |
) |
— |
|
||
|
Total stockholders’ equity |
|
430,106 |
|
278,136 |
|
||
|
|
|
|
|
|
|
||
|
Total liabilities and stockholders’ equity |
|
$ |
543,674 |
|
$ |
360,056 |
|
See accompanying notes to unaudited condensed consolidated financial statements.
3
THE FIRST MARBLEHEAD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(in thousands, except per share amounts)
|
|
|
Three months ended |
|
Nine months ended |
|
|||||||||
|
|
|
2005 |
|
2004 |
|
2005 |
|
2004 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Service revenue: |
|
|
|
|
|
|
|
|
|
|||||
|
Structural advisory fees |
|
$ |
62,942 |
|
$ |
484 |
|
$ |
138,733 |
|
$ |
39,184 |
|
|
|
Residuals |
|
35,153 |
|
2,253 |
|
101,836 |
|
34,790 |
|
|||||
|
Processing fees from TERI |
|
20,610 |
|
7,933 |
|
54,547 |
|
22,917 |
|
|||||
|
Administrative and other fees |
|
829 |
|
457 |
|
2,660 |
|
1,228 |
|
|||||
|
Total service revenue |
|
119,534 |
|
11,127 |
|
297,776 |
|
98,119 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
| |||||