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8-K - FORM 8-K - PRINCETON REVIEW INCd8k.htm
The Princeton Review, Inc.
Investor Presentation January 2010
Exhibit 99.1


All statements in this presentation that are not historical are forward-
looking statements within the meaning of 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 The Princeton Review's
current views concerning future events, these forward-looking statements
are subject to risks and uncertainties. The Princeton Review's 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 the company's products and services; the company's ability
to compete effectively and adjust to rapidly changing market dynamics;
the timing of revenue recognition from significant contracts with schools
and school districts; market acceptance of the company's newer products
and services; continued federal and state focus on assessment and
remediation in K-12 education; and the other factors described under the
caption "Risk Factors" in The Princeton Review's most recent Forms 10-
K and 10-Q filed with the Securities and Exchange Commission. The
Princeton Review undertakes no obligation to update publicly any
forward-looking statements contained in this presentation.


3
Presenting Management
Michael Perik
President and Chief Executive Officer
Stephen Richards
Chief Operating Officer and Chief Financial Officer


4
The Princeton Review
Test Preparation
Provides live and online college and graduate school test
preparation and private tutoring
Offers comprehensive resources to students and parents on
higher education
Partners with schools to assist in college readiness, test
prep, and career planning services
169 print and digital publications and a free website


5
Penn Foster
134,000 active enrollments
108 career programs (64
diplomas and 44 certificates)
Program focus:  Allied Health,
Business, Technology & Trade
Regionally and Nationally
accredited
37,000 active enrollments
21 associate degrees and two
bachelor’s degrees
Program focus: Business,
Healthcare and Education
Nationally accredited
52,000 active enrollments
Three diploma tracks
General Education
Healthcare Career
Virtual High School
Regionally and Nationally
accredited
One of the oldest, largest and most recognized online career education providers in the world
Operates three educational institutions serving more than 223,000 students in over 150 countries
Unique online academic model
Academic institutions leverage a highly scalable, in-house industry-leading enrollment and student
services infrastructure
Information as of June 2009


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Company Highlights
Scaled platform provides comprehensive educational offerings covering the post-
secondary and test-preparation markets
Focus on affordable and accessible education, with proven results, addresses large, unmet
online market demand
The Princeton Review and Penn Foster brands are two of the most widely recognizable
education brands in the world
Significant opportunity remains in turnaround of legacy business
and integration of Penn
Foster acquisition
Attractive growth initiatives include both organic and external opportunities
Cost-efficient business model is highly leveragable with strong revenue visibility, free
cash flow generation, and free of Title IV regulation
Deep and experienced management team ready to execute its plan and take The
Princeton Review to the next level


7
Scaled Platform With Diversified
Educational Offering
108 programs
134,000 active students
23 degree programs
37,000 active students
Three diploma tracks
52,000 active students
Consumer
100,000 students
Test Prep
Publishing/
Admissions
169 titles


8
Providing Accessible and
Affordable Career Education
Penn Foster Addresses Market Demands
Quality
Regional and national accreditation
Programs address relevant 21st-
century skills
Accessible
Affordable
Outcomes
Asynchronous, self-paced
100% online
Priced well below competitors
Flexible payment options
Immediate return on investment
High student satisfaction rates


9
rd
Announced
Partnership with the AFL-CIO
National Labor College
High quality online platform
Industry-leading infrastructure enables low student
acquisition costs and efficient student servicing
Proven
model
with
other
3
party
institutions
Only accredited higher education institution devoted
exclusively to union leaders, members and activists
Regional accreditation (Middle States)
Access to 11.5 million AFL-CIO members and their families
“College for Working Families”
Target 11.5 million potential students at low student
acquisition costs
Offer affordable and accessible associate and full degree
programs that are 100% online
Regional accreditation


10
The Princeton Review
Growth Initiatives
Market Share Expansion
Expansion Into New Segments
Growth In Institutional Business
Untapped Geographies
Approximately 12% of business today
Large district level test prep contracts had not been
prior strategic focus
Increased focus on college readiness at district level
throughout the country
Developed targeted sales effort; several 2008 wins
indicative of larger opportunity
Low
High
TPR Center
Prep
Population
Key
Currently cover 70% of geographic footprint opportunity
Entry into lower
priced segments
can expand market
opportunity
Reasonable
market share
gain
assumptions
deliver 30%
more revenue
over long term
26%
10%
5%
0%
5%
10%
15%
20%
25%
30%
20% of
Sites with
Highest Shares
Middle 60%
of Markets
20% of
Sites with
Lowest Shares
> $1,000
Price Point
45%
$500 -
$999
Price Point
21%
< $500
Price Point
34%


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Penn Foster
Growth Initiatives
Pursue partnerships with top-
100 U.S. school districts
Launched in 2008
Key partnership districts
already under contract
Introduce specialty diplomas
aimed toward post-secondary
and career readiness
Acquire a regionally accredited
college and leverage existing
infrastructure
College redesign to improve
retention
Introduce additional bachelor’s
and master’s degree programs
Build, partner or acquire
ground-based allied health
institutes to augment existing
course offering
Grow and penetrate new
markets
Military
Community college
Workforce development
Continued optimization of all three schools
Increase enrollments through greater market penetration and improved student quality
Opportunity to increase pricing without sacrificing enrollment volume
Further improve marketing efficiency and retention through continued implementation of process
improvement teams


FINANCIAL
OVERVIEW


13
Overview of Financial Model
High revenue
visibility
Student tuition from test-prep classes and Penn Foster
offerings provide reliable revenue streams
Free of Title IV regulation (90/10 rule)
Operating leverage &
margin expansion
Strong free cash flow
generation
Significant synergies between The Princeton Review and
Penn Foster platforms
Incremental scale leverages infrastructure and fixed costs
Brand value and highly integrated student acquisition model
provide low student acquisition costs
Partnerships such as National Labor College can provide significant
revenue opportunities with low student acquisition costs
Online and bricks and mortar infrastructure is in-place
Modest maintenance capital expenditures required


14
Pro-Forma Segmented Financials
Pro
Forma
Revenue
Breakdown
Historical
Revenue
2006
LTM
Sept
2009
2008
Revenue
Breakout
Pro
forma
combined
revenue
for
the
LTM
period
ended
September
30,
2009
is
$238.9
million,
derived
from
several
different
revenue
streams
$97.2
$110.6
$138.8
$144.9
$75.2
$80.5
$89.4
$94.1
$172.4
$191.1
$228.2
$238.9
$0
$50
$100
$150
$200
$250
2006
2007
2008
LTM
Sept-09
Princeton Review
Penn Foster
Test-
Prep
SES
Career
High School
College
$228.2
$0
$50
$100
$150
$200
$250
1


15
Pro
Forma
Historical
Financials
Significant revenue and Adjusted EBITDA
growth between 2006 and 2008
Revenue CAGR of 15%
Adjusted EBITDA CAGR of 158%
Adjusted EBITDA margin increase of 11.6%
Continued strong performance year-to-date
LTM September 2009 Adjusted EBITDA
grew 21.3% over FYE 2008
LTM September 2009 Adjusted EBITDA
margin grew 2% points over FYE 2008
Pro forma combined revenue and EBITDA demonstrate strong growth
Note: LTM September 2009 pro forma combined
Adjusted EBITDA includes $1 million of synergies to
be realized within first 30 days post-close
Strong Historical Performance
$172.4
$191.1
$228.2
$238.9
$4.2
$9.1
$28.2
$34.2
$0
$5
$10
$15
$20
$25
$30
$35
$40
$45
$50
$0
$50
$100
$150
$200
$250
$300
2006
2007
2008
LTM
Sept-09
Revenue
Pro Forma EBITDA
Please see Appendix for definition of Adjusted EBITDA


16
Company Highlights
Scaled platform provides comprehensive educational offerings covering the post-
secondary and test-preparation markets
Focus on affordable and accessible education, with proven results, addresses large, unmet
market demand
The Princeton Review and Penn Foster brands are two of the most widely recognizable
education brands in the world
Significant
opportunity
remains
in
turnaround
of
legacy
business
and
integration
of
Penn
Foster acquisition
Attractive growth initiatives include both organic and external opportunities
Cost-efficient business model is highly leveragable with strong revenue visibility, free
cash flow generation, and free of Title IV regulation
Deep and experienced management team ready to execute its plan and take The
Princeton Review to the next level


17
APPENDIX 
APPENDIX


18
Use of Non-GAAP Measures
Use of Non-GAAP measures
In this presentation, The Princeton Review (the “Company”) discussed Adjusted EBITDA, a non-GAAP (Generally Accepted
Accounting Principles) financial measure.  The Company defines Adjusted EBITDA as income from continuing operations before
income taxes, interest income and expense and depreciation, amortization, restructuring and acquisition expenses and, with respect to
Penn Foster, expenses and fees paid to or on behalf of prior shareholders. We believe that these measures can facilitate operating
performance comparisons from period to period and company to company by backing out potential differences caused by variations in
tax positions, capital structures (affecting interest expense), the lives, methods and purchase accounting impact on fixed and intangible
assets (affecting depreciation and amortization expense) and one-time charges not expected to reoccur in the future. Adjusted EBITDA
is not a measurement of our financial performance under GAAP and
should not be considered as an alternative to net income, operating
income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities
as
a
measure
of
our
profitability
or
liquidity.
Adjusted
EBITDA
has
limitations
as
an
analytical
tool,
and
you
should
not
consider
them
in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
Adjusted EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
Adjusted
EBITDA
does
not
reflect
the
interest
expense,
or
the
cash
requirements
necessary
to
service
interest
or
principal
payments,
on
our debts;
Although
depreciation
and
amortization
are
non-cash
charges,
the
assets
being
depreciated
and
amortized
will
often
have
to
be
replaced
in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and
Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative
measure.
The Company is unable to furnish a reconciliation of  EBITDA or
Adjusted EBITDA to  the most  comparable GAAP financial 
measures at this time because  financial statements  containing such measures  have not yet been prepared.  The Company intends to file
pro-forma financial information prepared in accordance with GAAP on Form 8-K on or before February 22, 2010.   This pro-forma
financial information will contain comparable GAAP financial measures.


19