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Exhibit 99.1

LOGO

The Princeton Review Reports Second Quarter 2011 Financial Results

FRAMINGHAM, Mass., August 5, 2011 – The Princeton Review, Inc. (NASDAQ: REVU), a leading provider of test preparation, educational support services and online career education services, reported financial results for the second quarter ended June 30, 2011.

Q2 2011 Financial Results

Total revenue in the second quarter of 2011 decreased 12% to $49.6 million, compared to $56.2 million in the same year-ago quarter. The decrease was primarily attributable to the company’s exit from the SES (Supplementary Educational Services) business effective at the end of the 2009–2010 school year. Excluding the impact of the former SES business, total revenue decreased 4% to $49.6 million, compared to $51.5 million in the same year-ago quarter.

Loss from continuing operations was $6.2 million in the second quarter of 2011, improving from a loss of $12.9 million in the same year-ago quarter. The reduced loss included the reduction of cost of goods sold by $4.1 million due in large part to the exit of the SES business. The company also reduced depreciation and amortization expenses by $3.6 million due primarily to accelerated charges in the same year-ago quarter that were not repeated in the current quarter.

Adjusted EBITDA in the second quarter of 2011 was $6.1 million, compared to $7.4 million in the same year-ago quarter (see “Reconciliation of Non-GAAP Financial Measures” below for an important discussion of this non-GAAP term).

At the end of the second quarter of 2011, cash and cash equivalents totaled $3.8 million, compared to $2.0 million at March 31, 2011 and $14.8 million at December 31, 2010. The increase in cash over the previous quarter was primarily due to cash generated from operations. As of June 30, 2011, the undrawn balance on our revolving credit facility was $12.1 million and the company had total cash and accessible borrowing availability of $9.3 million, compared to $8.5 million in the previous quarter.

Financial Results by Segment

 

Segment Revenues ($ in thousands)

   Q2 11      Q2 10      D%  

Higher Education Readiness

   $ 26,905       $ 26,591         1

Penn Foster

     22,692         24,948         -9

Career Education Partnerships

     45         —           n/a   

SES

     —           4,649         -100
  

 

 

    

 

 

    

 

 

 

Total

   $ 49,642       $ 56,188         -12

Higher Education Readiness

Higher Education Readiness (formerly “Test Prep”) revenue for the second quarter of 2011 increased 1% to $26.9 million, compared to $26.6 million reported in the same year-ago quarter. The increase was primarily due to higher retail enrollments, especially for the company’s MCAT prep offering.

Penn Foster

Penn Foster revenue in the second quarter of 2011 decreased 9% to $22.7 million, compared to $24.9 million in the same year-ago quarter. The company achieved higher revenue per enrollment during the quarter, which was offset by a 17% decrease in the number of new enrollments. The decrease in enrollments was primarily driven by


higher costs in third-party lead generation during the quarter, as well as the company’s strategy to target more committed students. The engagement of more committed students is expected to translate into better retention and ultimately higher profitability. The company is actively pursuing initiatives to improve lead generation, including more productive acquisition channels.

Career Education Partnerships

Career Education Partnerships revenue in the second quarter of 2011 was $45,000, which represents fees earned in conjunction with student enrollments into pilot programs of the National Labor College School of Professional Studies. During the quarter, the company divested its Community College Partnerships business and recorded a $1.4 million gain in discontinued operations on the sale of these assets and related liabilities.

Management Commentary

“Our Higher Ed Readiness segment realized year-over-year revenue growth for the first time in three quarters as we’ve begun to focus more on our core business and execute our go-to-market strategy as a differentiated player at a premium price point,” said John Connolly, interim president and CEO of The Princeton Review. “These efforts also contributed to ending the quarter with positive cash flow.”

“The divestiture of the Community College Partnerships business during the quarter was an important step in advancing our core business,” continued Connolly, “since it eliminated a business line that was not core to our overall strategic plan. We also recently signed a new agreement with Random House for the publishing of all print and electronic books branded by The Princeton Review. The deal expands our brand beyond print media into the fast-growing digital world and guarantees $33 million in royalties through 2018.”

“As we move forward in 2011, we will continue to eliminate distractions and apply our efforts toward driving value and growth in Higher Ed Readiness and Penn Foster. For Penn Foster, this will include introducing new courses and pursuing new customer acquisition channels to drive growth, with continued emphasis on engaging students that are more committed to their future and pursuing the opportunities our programs provide. As we execute our growth strategy, we will remain focused on free cash flow generation and overall value creation for The Princeton Review,” concluded Connolly.

Conference Call

The Princeton Review will host a conference call at 11:00 a.m. Eastern time today to discuss its second quarter 2011 results. The company’s senior management will host the presentation, followed by a question and answer period.

To participate on the call, investors should dial the appropriate number 5-10 minutes prior to the start time.

Date: Friday, August 5, 2011

Time: 11:00 a.m. Eastern time (8:00 a.m. Pacific time)

Dial-In Number: 1-914-495-8597

Conference ID#: 86178980

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization and instruct you to wait until the call begins. If you have any difficulty connecting with the conference call, please contact Liolios Group at 1-949-574-3860.

Investors may also listen to the conference call live online via a link available on The Princeton Review’s investor relations home page at http://ir.princetonreview.com/events.cfm.

 

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An archived webcast will be available shortly after the completion of the call and accessible until September 5, 2011:

Toll-free replay number: 1-855-859-2056

Passcode: 86178980

Reconciliation of Non-GAAP Financial Measures

In addition to the results prepared in accordance with generally accepted accounting principles (“GAAP”), the company uses adjusted EBITDA, a non-GAAP financial measure, in analyzing and assessing the overall performance of the business. The company defines adjusted EBITDA as loss from continuing operations before income taxes, interest income and expense, depreciation and amortization, stock based compensation, restructuring expense, acquisition and integration expenses and certain other non-cash income and expense items. The other non-cash items include the purchase accounting impact to revenue of acquired deferred revenue, which would have been recognized if not for the purchase accounting treatment, a charge to cost of goods and services sold for the write-off of inventory in conjunction with the decision to exit the SES business, the loss from extinguishment and refinancing of debt, and gains and losses from changes in fair values of embedded derivatives.

The company believes that adjusted EBITDA 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 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 the company’s profitability or liquidity. Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of the company’s results as reported under GAAP. Some of these limitations are:

 

   

Adjusted EBITDA does not reflect cash expenditures, or future requirements, for capital expenditures or contractual commitments;

 

   

Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital;

 

   

Adjusted EBITDA does not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on debt;

 

   

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may need to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for such replacements; and

 

   

Other companies may calculate adjusted EBITDA differently than the company, thus limiting its usefulness as a comparative measure.

 

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Unaudited Reconciliation of Adjusted EBITDA (in thousands):

 

     Three Months Ended
June 30
 
     2011     2010  

Loss from continuing operations

   $ (6,201   $ (12,930

Provision for income taxes

     441        1,550   

Interest expense

     5,143        5,136   

Interest income

     —          (14

Depreciation and amortization

     4,894        8,519   

Restructuring

     —          890   

Acquisition and integration expenses

     1,017        1,350   

Stock based compensation

     799        1,238   

Acquisition related adjustment-Revenue

     —          269   

Writeoff of SES inventory-Cost of goods and services sold

     —          942   

Loss from extinguishment and refinancing of debt

     —          954   

Loss (gain) from change in fair value of embedded derivatives

     37        (402

Other non-cash income

     (34     (55
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 6,096      $ 7,447   
  

 

 

   

 

 

 

About The Princeton Review

The Princeton Review (Nasdaq: REVU) has been a pioneer and leader in helping students achieve their higher education goals for 30 years through college and graduate school test preparation and private tutoring. With more than 165 print and digital publications and a free website, www.PrincetonReview.com, the company provides students and their parents with the resources to research, apply to, prepare for, and learn how to pay for higher education. The Princeton Review partners with schools and guidance counselors throughout the U.S. to assist in college readiness, test preparation and career planning services, helping more students pursue postsecondary education.

The company also owns and operates Penn Foster Education Group, a global leader in online education, providing career-focused degree and vocational programs in the fields of allied health, business, technology, education, and select trades through the Penn Foster High School and Penn Foster Career School (www.pennfoster.edu). Penn Foster creates the platform to leverage the company’s Career Education Partnerships division with the National Labor College (NLC). This venture was formed to bring high-quality bachelor degree completion and certificate programs to the AFL-CIO’s 13 million members and the working adults in their families. For more information, visit www.PrincetonReview.com.

Safe Harbor Statement

All statements in this press release 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 Form 10-K and Form 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 press release.

 

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Company Contacts:

Chris Kasper

Chief Financial Officer

The Princeton Review, Inc.

Tel: 508-663-5050

Scott Liolios or Cody Slach

Investor Relations

Liolios Group, Inc.

Tel: 949-574-3860

REVU-e

 

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THE PRINCETON REVIEW, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands, except per share data)

 

     June 30,
2011
    December 31,
2010
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 3,840      $ 14,831   

Restricted cash

     471        456   

Accounts receivable, net of allowance of $715 and $997, respectively

     9,627        9,744   

Other receivables, including $71 from related parties as of December 31, 2010

     1,067        1,625   

Inventory

     7,441        7,488   

Prepaid expenses and other current assets

     3,103        3,633   

Deferred tax assets

     7,038        7,006   
  

 

 

   

 

 

 

Total current assets

     32,587        44,783   
  

 

 

   

 

 

 

Property, equipment and software development, net

     38,261        37,551   

Goodwill

     185,237        185,237   

Other intangibles, net

     99,942        106,174   

Other assets

     6,287        6,440   
  

 

 

   

 

 

 

Total assets

   $ 362,314      $ 380,185   
  

 

 

   

 

 

 

LIABILITIES & STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Accounts payable

   $ 8,380      $ 6,914   

Accrued expenses

     14,940        14,874   

Deferred acquisition payments

     5,000        5,750   

Current maturities of long-term debt

     7,749        6,258   

Deferred revenue

     31,501        29,783   
  

 

 

   

 

 

 

Total current liabilities

     67,570        63,579   
  

 

 

   

 

 

 

Deferred rent

     1,950        1,913   

Long-term debt

     124,499        124,516   

Long-term portion of deferred acquisition payments

     5,000        10,000   

Other liabilities

     5,477        6,202   

Deferred tax liability

     26,116        25,561   
  

 

 

   

 

 

 

Total liabilities

     230,612        231,771   

Series D Preferred Stock, $0.01 par value; 300,000 shares authorized; 111,503 shares issued and outstanding

     120,382        115,614   

Commitments and contingencies

    

Stockholders’ equity

    

Common stock, $0.01 par value; 100,000,000 shares authorized; 54,698,820 and 53,563,915 shares issued and 54,617,609 and 53,499,759 shares outstanding, respectively

     547        536   

Treasury stock (81,211 and 64,156 shares, respectively; at cost)

     (178     (168

Additional paid-in capital

     210,634        213,813   

Accumulated deficit

     (199,809     (181,365

Accumulated other comprehensive income (loss)

     126        (16
  

 

 

   

 

 

 

Total stockholders’ equity

     11,320        32,800   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 362,314      $ 380,185   
  

 

 

   

 

 

 

 

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THE PRINCETON REVIEW, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share data)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2011     2010     2011     2010  

Revenue

        

Higher Education Readiness

   $ 26,905      $ 26,591      $ 50,613      $ 53,348   

Penn Foster

     22,692        24,948        48,703        51,387   

Career Education Partnerships

     45        —          60        —     

SES

     —          4,649        —          14,638   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     49,642        56,188        99,376        119,373   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses

        

Costs of goods and services sold (exclusive of items below)

     17,838        21,907        35,057        44,421   

Selling, general and administrative

     26,507        29,283        59,440        65,420   

Depreciation and amortization

     4,894        8,519        9,887        19,080   

Restructuring

     —          890        63        1,921   

Acquisition and integration expenses

     1,017        1,350        1,891        2,373   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     50,256        61,949        106,338        133,215   

Operating loss from continuing operations

     (614     (5,761     (6,962     (13,842

Interest expense

     (5,143     (5,136     (10,225     (11,738

Interest income

     —          14        —          14   

Other expense, net

     (3     (497     (100     (217
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from continuing operations before income taxes

     (5,760     (11,380     (17,287     (25,783

Provision for income taxes

     (441     (1,550     (1,178     (2,736
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from continuing operations

     (6,201     (12,930     (18,465     (28,519

Discontinued operations

        

Loss from discontinued operations

     (312     (345     (1,411     (1,370

Gain from disposal of discontinued operation

     1,432        —          1,432        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from discontinued operations

     1,120        (345     21        (1,370
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (5,081     (13,275     (18,444     (29,889

Earnings to common shareholders from conversion of Series E to Series D preferred stock

     —          1,128        —          1,128   

Dividends and accretion on preferred stock

     (2,422     (2,452     (4,768     (5,255
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss attributed to common stockholders

   $ (7,503   $ (14,599   $ (23,212   $ (34,016
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss per share

        

Basic and diluted:

        

Loss from continuing operations

   $ (0.16   $ (0.30   $ (0.43   $ (0.80

Income (loss) from discontinued operations

     0.02        (0.01     —          (0.03
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss attributed to common stockholders

   $ (0.14   $ (0.31   $ (0.43   $ (0.83
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares used in computing loss per share

        

Basic and diluted:

     54,415        47,822        54,029        40,836   

 

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