FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For Quarter Ended: June 30, 2002
Commission file number: 1-11106
PRIMEDIA INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 13-3647573
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
745 Fifth Avenue, New York, New York
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(Address of principal executive offices)
10151
(Zip Code)
Registrant's telephone number, including area code (212) 745-0100
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, and (2) has been subject to such filing requirements
for the past 90 days.
Yes /X/ No / /
Number of shares of common stock, par value $.01 per share, outstanding as of
July 31, 2002: 258,387,999.
The aggregate market value of the common equity of PRIMEDIA Inc. which is held
by non-affiliates of PRIMEDIA Inc. at July 31, 2002 was approximately
$224 million.
PRIMEDIA Inc.
INDEX
PAGE
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets
(Unaudited) as of June 30, 2002 and
December 31, 2001 2
Condensed Statements of Consolidated
Operations (Unaudited) for the six months
ended June 30, 2002 and 2001 3
Condensed Statements of Consolidated
Operations (Unaudited) for the three months
ended June 30, 2002 and 2001 4
Condensed Statements of Consolidated
Cash Flows (Unaudited) for the six months
ended June 30, 2002 and 2001 5
Notes to Condensed Consolidated
Financial Statements (Unaudited) 6-37
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 38-62
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 63
ITEM 4. Submission of Matters to a Vote of Security Holders 64
PART II. OTHER INFORMATION:
ITEM 2. Changes in Securities and Use of Proceeds 65
ITEM 5. Other Information 66
ITEM 6. Exhibits and Reports on Form 8-K 67
Signatures 68
Exhibits 69-80
2
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
June 30, December 31,
2002 2001
-------------------- -----------------
(dollars in thousands, except per share amounts)
ASSETS
Current assets:
Cash and cash equivalents $ 19,595 $ 33,588
Accounts receivable, net 232,904 275,704
Inventories, net 28,180 34,064
Prepaid expenses and other 40,871 64,612
-------------------- ------------------
Total current assets 321,550 407,968
Property and equipment, net 154,447 170,234
Other intangible assets, net 487,876 605,097
Goodwill, net 1,429,972 1,424,630
Other investments 38,138 45,993
Other non-current assets 71,261 78,085
-------------------- ------------------
$ 2,503,244 $ 2,732,007
==================== ==================
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable $ 109,916 $ 135,502
Accrued interest payable 28,635 33,568
Accrued expenses and other 221,456 243,266
Deferred revenues 210,762 207,626
Current maturities of long-term debt 9,830 8,265
-------------------- ------------------
Total current liabilities 580,599 628,227
-------------------- ------------------
Long-term debt 1,901,299 1,945,631
-------------------- ------------------
Deferred revenues 41,852 49,016
-------------------- ------------------
Deferred income taxes 64,500 -
-------------------- ------------------
Other non-current liabilities 25,483 26,768
-------------------- ------------------
Exchangeable preferred stock 493,839 562,957
-------------------- ------------------
Shareholders' deficiency:
Series J convertible preferred stock 135,036 122,015
Common stock ($.01 par value, 350,000,000 shares and 300,000,000 shares
authorized at June 30, 2002 and December 31, 2001, respectively, and
264,777,806 shares and 250,894,668 shares issued at June 30, 2002 and
December 31, 2001, respectively) 2,648 2,509
Additional paid-in capital (including warrants of $29,947 and $25,799
at June 30, 2002 and December 31, 2001, respectively) 2,328,111 2,258,932
Accumulated deficit (2,984,152) (2,772,201)
Accumulated other comprehensive loss (99) (2,122)
Unearned compensation (8,029) (11,882)
Common stock in treasury, at cost (7,793,175 shares
at June 30, 2002 and December 31, 2001) (77,843) (77,843)
-------------------- ------------------
Total shareholders' deficiency (604,328) (480,592)
-------------------- ------------------
$ 2,503,244 $ 2,732,007
==================== ==================
See notes to condensed consolidated financial statements (unaudited).
3
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
Six Months Ended
June 30,
2002 2001
-------------------- -----------------
(dollars in thousands, except per share amounts)
Sales, net $ 830,190 $ 830,932
Operating costs and expenses:
Cost of goods sold 198,418 205,796
Marketing and selling 175,415 209,703
Distribution, circulation and fulfillment 148,789 124,427
Editorial 77,290 76,034
Other general expenses 120,169 122,581
Corporate administrative expenses (excluding $7,746 and $12,727
of non-cash compensation and non-recurring charges in 2002
and 2001, respectively) 16,452 16,090
Depreciation of property and equipment 32,274 30,556
Amortization of intangible assets, goodwill and other
(including $4,844 of provision for impairment in 2002) 40,612 116,430
Non-cash compensation and non-recurring charges 7,746 12,727
Provision for severance, closures and restructuring related costs 25,093 12,502
(Gain) loss on sales of businesses and other, net 2,131 (502)
-------------------- ------------------
Operating loss (14,199) (95,412)
Other expense:
Provision for the impairment of investments (7,557) (30,807)
Interest expense (71,814) (66,849)
Amortization of deferred financing costs (1,722) (9,063)
Other, net (1,670) (27,327)
-------------------- ------------------
Loss from continuing operations before income taxes (96,962) (229,458)
Deferred provision for income taxes (64,500) -
-------------------- ------------------
Loss from continuing operations (161,462) (229,458)
Discontinued operations (including $10,579 gain on sales of divested
entities in 2002) 9,068 3,970
Cumulative effect of a change in accounting principle (from the
adoption of Statement of Financial Accounting Standards
No. 142) (21,535) -
-------------------- ------------------
Net loss (173,929) (225,488)
Preferred stock dividends and related accretion, net (including $28,301 gain
on exchange of exchangeable preferred stock in 2002) (15,952) (27,347)
-------------------- ------------------
Loss applicable to common shareholders $ (189,881) $ (252,835)
==================== ==================
Per Common Share:
Loss from continuing operations $ (0.71) $ (1.30)
Discontinued operations 0.04 0.02
Cumulative effect of a change in accounting principle (0.09) -
-------------------- ------------------
Basic and diluted loss applicable to common shareholders $ (0.76) $ (1.28)
==================== ==================
Basic and diluted common shares outstanding 249,349,254 198,271,477
==================== ==================
See notes to condensed consolidated financial statements (unaudited).
4
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
Three Months Ended
June 30,
2002 2001
-------------------- -----------------
(dollars in thousands, except per share amounts)
Sales, net $ 422,553 $ 419,904
Operating costs and expenses:
Cost of goods sold 100,090 107,151
Marketing and selling 81,207 100,923
Distribution, circulation and fulfillment 72,771 60,270
Editorial 37,410 38,154
Other general expenses 59,243 65,331
Corporate administrative expenses (excluding $2,061 and $10,168
of non-cash compensation and non-recurring charges in 2002
and 2001, respectively) 8,090 7,875
Depreciation of property and equipment 17,208 15,869
Amortization of intangible assets, goodwill and other 17,297 74,870
Non-cash compensation and non-recurring charges 2,061 10,168
Provision for severance, closures and restructuring related costs 14,562 6,015
Loss on sales of businesses and other, net 2,686 24
-------------------- ------------------
Operating income (loss) 9,928 (66,746)
Other income (expense):
Provision for the impairment of investments (4,098) (27,559)
Interest expense (36,246) (33,692)
Amortization of deferred financing costs (772) (8,050)
Other, net 167 (7,887)
-------------------- ------------------
Loss from continuing operations before income taxes (31,021) (143,934)
Deferred provision for income taxes (6,500) -
-------------------- ------------------
Loss from continuing operations (37,521) (143,934)
Discontinued operations (including $4,069 gain on sale of divested
entity in 2002) 3,125 4,254
-------------------- ------------------
Net loss (34,396) (139,680)
Preferred stock dividends and related accretion, net (including $25,323
gain on exchange of exchangeable preferred stock in 2002) 3,478 (13,673)
-------------------- ------------------
Loss applicable to common shareholders $ (30,918) $ (153,353)
==================== ==================
Per Common Share:
Loss from continuing operations $ (0.13) $ (0.74)
Discontinued operations 0.01 0.02
==================== ==================
Basic and diluted loss applicable to common shareholders $ (0.12) $ (0.72)
==================== ==================
Basic and diluted common shares outstanding 255,514,428 213,515,036
==================== ==================
See notes to condensed consolidated financial statements (unaudited).
5
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
Six Months Ended
June 30,
2002 2001
-------------------- -----------------
(dollars in thousands)
OPERATING ACTIVITIES:
Net loss $ (173,929) $ (225,488)
Adjustments to reconcile net loss to net cash used in
operating activities 168,339 182,019
Changes in operating assets and liabilities (4,314) (96,288)
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Net cash used in operating activities (9,904) (139,757)
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INVESTING ACTIVITIES:
Additions to property, equipment and other, net (19,128) (26,114)
Proceeds from sales of businesses and other, net 87,255 6,731
(Payments) for businesses acquired, net of cash acquired (2,699) 86,986
Payments for other investments (738) (10,397)
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Net cash provided by investing activities 64,690 57,206
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FINANCING ACTIVITIES:
Borrowings under credit agreements 213,465 991,800
Repayments of borrowings under credit agreements (254,465) (1,363,800)
Proceeds from issuance of 8 7/8% Senior Notes, net - 492,685
Payments of acquisition obligation - (8,833)
Proceeds from issuances of common stock, net 891 5,063
Dividends paid to preferred stock shareholders (26,263) (26,531)
Deferred financing costs paid (52) (15,650)
Other (2,355) (2,573)
-------------------- ------------------
Net cash provided by (used in) financing activities (68,779) 72,161
-------------------- ------------------
Decrease in cash and cash equivalents (13,993) (10,390)
Cash and cash equivalents, beginning of period 33,588 23,690
-------------------- ------------------
Cash and cash equivalents, end of period $ 19,595 $ 13,300
==================== ==================
Supplemental information:
Cash interest paid $ 71,440 $ 59,816
==================== ==================
Cash taxes paid, net of refunds $ (98) $ (531)
==================== ==================
Businesses acquired:
Fair value of assets acquired $ - $ 766,683
Less: Liabilities assumed 2,699 42,272
Less: Stock and stock option consideration for About.com, Inc.
acquisition - 700,549
Less: Cash acquired in connection with the About.com, Inc.
acquisition - 110,848
-------------------- ------------------
(Payments) for businesses acquired, net of cash acquired $ (2,699) $ 86,986
==================== ==================
Non-cash activities:
Issuance of warrants in connection with Emap acquisition and
related financing $ 4,148 $ -
==================== ==================
Accretion in carrying value of exchangeable and convertible
preferred stock $ 5,446 $ 408
==================== ==================
Payments of dividends-in-kind on Series J Convertible Preferred Stock $ 8,182 $ -
==================== ==================
Carrying value of exchangeable preferred stock converted
to common stock $ 69,934 $ -
==================== ==================
Fair value of common stock issued in connection with conversion of
exchangeable preferred stock $ 41,633 $ -
==================== ==================
Asset-for-equity investments $ 2,690 $ 27,950
==================== ==================
See notes to condensed consolidated financial statements (unaudited).
6
PRIMEDIA INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1. BASIS OF PRESENTATION
PRIMEDIA Inc., together with its subsidiaries, is herein referred to as either
"PRIMEDIA" or the "Company." In the opinion of the Company's management, the
financial statements present fairly the financial position, results of
operations and cash flows of the Company as of and for the six and three month
periods ended June 30, 2002 and 2001 and all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. All significant intercompany accounts and transactions have been
eliminated in consolidation. These statements should be read in conjunction with
the Company's annual consolidated financial statements and related notes for the
year ended December 31, 2001, which are included in the Company's annual report
on Form 10-K for the year ended December 31, 2001. The operating results for the
six and three month periods ended June 30, 2002 are not necessarily indicative
of the results that may be expected for a full year. Certain amounts in the
prior periods' consolidated financial statements have been reclassified to
conform to the presentation as of and for the six and three-month periods ended
June 30, 2002.
RECENT ACCOUNTING PRONOUNCEMENTS:
In April 2001, the Emerging Issues Task Force ("EITF") issued Consensus No.
00-25 "Vendor Income Statement Characterization of Consideration Paid to a
Reseller of the Vendor's Products," which addresses whether consideration
from a vendor to a reseller of the vendor's products is an adjustment to the
selling price or the cost of the product. This issue was further addressed by
EITF Consensus No. 01-9, "Accounting for Consideration Given by a Vendor to a
Customer (Including a Reseller of the Vendor's Products)," issued in
September 2001. The Company adopted EITF 00-25 and EITF 01-9 effective
January 1, 2002. The adoption of EITF 00-25 and EITF 01-9 resulted in a net
reclassification of product placement costs, relating to single copy sales,
previously classified as distribution, circulation and fulfillment expense on
the accompanying condensed statements of consolidated operations, to
reductions of sales from such activities. The change in classifications is
industry-wide and had no impact on the Company's results of operations, cash
flows or financial position. The reclassification resulted in a net decrease
in sales and a corresponding decrease in operating expenses of $10,765 and
$9,670 for the six months ended June 30, 2002 and 2001, respectively, and
$5,506 and $4,540 for the three-months ended June 30, 2002 and 2001,
respectively.
In July 2001, the Financial Accounting Standards Board ("FASB") issued two new
statements, Statement of Financial Accounting Standards ("SFAS") No.141,
"Business Combinations," and SFAS No.142, "Goodwill and Other Intangible
Assets". SFAS No. 141 requires that the purchase method be used for all business
combinations initiated after June 30, 2001 and prohibits the use of the pooling
of interest method. SFAS No.142 changes the method by which companies may
recognize intangible assets in purchase business combinations and generally
requires identifiable intangible assets to be recognized separately from
goodwill. In addition, it eliminates the amortization of all existing and newly
acquired goodwill and indefinite lived intangible assets on a prospective basis
and requires companies to assess goodwill and indefinite lived intangible assets
for impairment, at least annually.
During 2001, the Company adopted SFAS 141 and certain provisions of SFAS 142 in
connection with the EMAP Inc. ("EMAP") acquisition as required by the
statements. The goodwill and indefinite lived intangible assets related to the
acquisition of EMAP have not and will not be amortized. The other identifiable
intangible assets are being amortized over a five to ten year useful life.
On January 1, 2002, the Company adopted SFAS 142 for all remaining goodwill and
indefinite lived intangible assets. Upon adoption, the Company ceased the
amortization of goodwill and indefinite lived intangible assets, which consist
primarily of trademarks. All of the Company's other intangible assets are
subject to amortization (See Note 7).
7
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations". The standard requires entities to record the fair value of a
liability for an asset retirement obligation in the period in which it is
incurred. When the liability is initially recorded, the entity capitalizes a
cost by increasing the carrying amount of the related long-lived asset. Over
time, the liability is accreted to its present value each period, and the
capitalized cost is depreciated over the useful life of the related asset. Upon
settlement of the liability, an entity either settles the obligation for its
recorded amount or incurs a gain or loss upon settlement. The standard is
effective for the Company beginning January 1, 2003. The adoption of SFAS 143 is
not expected to have a material impact on the Company's results of operations or
financial position.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets," which superseded SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of". This statement also supersedes accounting and reporting
provisions of Accounting Principles Board ("APB") Opinion 30, "Reporting the
Results of Operations--Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions," relating to the disposal of a segment of a business. SFAS No.
121 did not address the accounting for business segments accounted for as
discontinued operations under APB Opinion 30 and therefore two accounting
models existed for long-lived assets to be disposed of. SFAS No. 144
established one accounting model for long-lived assets to be held and used,
long-lived assets (including those accounted for as a discontinued operation)
to be disposed of by sale and long-lived assets to be disposed of other than
by sale, and resolved certain implementation issues related to SFAS No. 121.
The Company adopted SFAS No. 144 on January 1, 2002, and as a result, the
results of the Modern Bride Group and ExitInfo were recorded as discontinued
operations for the six and three months ended June 30, 2002 and 2001.
Discontinued operations includes sales of $13,581 and $31,682 and operating
income of $9,068 (including a gain on sale of $10,579) and $3,970 for the
six-months ended June 30, 2002 and 2001, respectively; and sales of $4,703
and $20,834 and operating income of $3,125 (including a gain on sale of
$4,069) and $4,254 for the three-months ended June 30, 2002 and 2001,
respectively.
As a result of the adoption of EITF 00-25, EITF 01-9 and SFAS 144, the Company
reclassified amounts from sales, net for the six and three months ended June 30,
2001, as follows:
Six Months Ended Three Months Ended
June 30, 2001 June 30, 2001
--------------------- ----------------------
Sales, net (as originally reported) $ 872,284 $ 445,278
Less: Effect of SFAS 144 31,682 20,834
Effect of EITF 00-25 and 01-9 9,670 4,540
--------------------- ----------------------
Sales, net (as reclassified) $ 830,932 $ 419,904
===================== ======================
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 will supersede EITF Consensus
No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)". SFAS No. 146 will affect the timing of the recognition of costs
associated with an exit or disposal plan by requiring them to be recognized when
incurred rather than at the date of a commitment to exit or disposal plan and
will affect the classification of restructuring costs on the consolidated
statements of operations. SFAS No. 146 is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002.
8
BARTER TRANSACTIONS
The Company trades advertisements in its traditional and online properties in
exchange for advertising in properties of other companies and trade show space
and booths. Revenue and related expenses from barter transactions are recorded
at fair value in accordance with EITF No. 99-17, "Accounting for Advertising
Barter Transactions." Revenue from barter transactions is recognized in
accordance with the Company's revenue recognition policies. Expense from barter
transactions is recognized as incurred. Revenue from barter transactions was
approximately $8,900 and $26,000 for the six months ended June 30, 2002 and
2001, respectively, and approximately $3,400 and $16,000 for the three months
ended June 30, 2002 and 2001, respectively, with equal related expense amounts
in each six and three month period.
2. ACQUISITIONS AND OTHER INVESTMENTS
ACQUISITIONS
In 2001, the Company acquired the stock of About.com, Inc. ("About"), a platform
comprised of a network of more than 400 highly targeted topic-specific websites
and the stock of EMAP from EMAP America Partners. EMAP published more than 60
consumer titles reaching over 75 million enthusiasts through a combination of
magazines, network and cable television shows, web sites and live consumer
events. In addition, the Company completed several other smaller acquisitions.
The other acquisitions, if they had occurred on January 1 of the year prior to
acquisition would not have had a material impact on the results of operations.
The pro forma effect of the About and EMAP acquisitions on the Company's
operations is presented below.
The acquisitions have been accounted for by the purchase method. During the
second quarter of 2002, the Company elected to account for the EMAP
acquisition as an asset acquisition for income tax purposes. The independent
valuation of EMAP's intangible assets has been finalized. Other aspects of
the preliminary purchase cost allocations for the EMAP acquisition are
subject to adjustment and will be finalized during the third quarter of 2002.
The final asset and liability fair values may differ from those set forth on
the accompanying condensed consolidated balance sheet at June 30, 2002;
however, the changes are not expected to have a material effect on the
condensed consolidated financial position, results of operations or cash
flows of the Company. The condensed consolidated financial statements include
the operating results of acquisitions subsequent to their respective dates of
acquisition.
ABOUT
On February 28, 2001, the Company completed its merger with About. This merger
created an integrated traditional and new media company, providing an array of
potential marketing solutions to advertisers and niche content to users. Through
the efforts of knowledgeable human guides who manage the About sites, the sites
provide high-quality original articles, moderated forums and chat rooms and
links to related websites.
Under terms of the merger agreement, shareholders of About received
approximately 45,000,000 shares of the Company's common stock or 2.3409 shares
for each About share. An independent appraisal was completed during 2001 and was
used to allocate the purchase price to the fair value of assets acquired and
liabilities assumed including identifiable intangibles. The goodwill related to
the About merger was amortized during 2001 over an estimated useful life of
three years. The Company believed that a three-year life was responsive to the
rapid rate of change in the Internet industry and was consistent with other
recent mergers of a comparable nature. Other finite lived identifiable
intangible assets are being amortized over a period of three years. The Company
determined that the value of its shares of common stock issued was $11.81 per
share, based on the weighted-average market values for the two days prior and
two days succeeding the acquisition announcement date. The fair value of the
vested and unvested options issued was determined using a Black Scholes pricing
model. The following is a summary of the calculation of the purchase price, as
well as the allocation of purchase price to the fair value of net assets
acquired:
9
Total number of shares of PRIMEDIA common stock
issued to consummate the merger 44,951,034
Fair value per share of PRIMEDIA common stock $ 11.81
------------
Value of shares of PRIMEDIA common stock issued $ 530,872
Fair value of replacement options issued (13,383,579 102,404
options)
Less: Unearned compensation related to unvested options (7,592)
Cost of About shares acquired prior to the merger
converted to treasury stock 74,865
Direct merger costs 16,792
------------
Total purchase price 717,341
Less: Fair value of net tangible assets (including cash
acquired of $109,490) (175,050)
Less: Fair value of identifiable intangible assets (24,743)
------------
Goodwill $ 517,548
============
In connection with the merger with About, outstanding options to purchase shares
of About common stock held by certain individuals were converted into 13,383,579
options to purchase shares of PRIMEDIA common stock. The fair value of the
vested and unvested options issued by PRIMEDIA was approximately $102,000
determined using a Black Scholes pricing model. On February 28, 2001, the date
that the Company granted these unvested replacement options, the intrinsic value
of the "in-the-money" unvested replacement options was $19,741. Based on a
four-year service period from the original date that these options were granted,
the Company classified $7,592 as unearned compensation relating to unvested
options. The Company recorded charges related to the amortization of the
intrinsic value of unvested "in-the-money" options of $1,513 and $1,344 during
the six months ended June 30, 2002 and 2001, respectively, and $631 and $1,008
during the three months ended June 30, 2002 and 2001, respectively (see Note
11). The remaining $12,149 is included within the total purchase price. As of
June 30, 2002, a number of these options have been forfeited or expired
unexercised. Most of these remaining outstanding options have an exercise price,
which exceeded the Company's share price on June 30, 2002.
In the fourth quarter of 2001, concurrent with its annual financial review
process, the Company determined that the estimated future undiscounted cash
flows of About were not sufficient to recover the carrying value of the
goodwill. Accordingly, the Company recorded an impairment charge of $326,297 to
write down About's goodwill to the estimated fair value. About is part of the
consumer segment.
10
In connection with the acquisition, the Company entered into various agreements
with two key executives of About as discussed in Note 11.
EMAP
On August 24, 2001, the Company acquired, by merger, 100% of the outstanding
common stock of the publishing business of EMAP. The acquisition of EMAP is
expected to strengthen the Company's unique mix of category specific endemic
advertising as well as circulation revenue. This acquisition solidifies
PRIMEDIA as the leader in the specialty magazine industry in terms of revenue
and single copy sales. The total consideration was $525,000, comprised of
$515,000 in cash, including an estimate of working capital settlements of
$10,000 (which is subject to final settlement), and warrants to acquire
2,000,000 shares of the Company's common stock at $9 per share. The fair
value of the warrants was approximately $10,000 and was determined using a
Black Scholes pricing model. These warrants expire ten years from the date of
issuance.
The Company financed the acquisition of EMAP by (1) issuing 1,000,000 shares of
Series J Convertible Preferred Stock to KKR 1996 Fund (a partnership associated
with Kohlberg Kravis Roberts & Co. L.P., ("KKR") a related party of the Company)
for $125,000 and (2) drawing upon its revolving credit facility in an amount of
approximately $265,000. In addition, KKR 1996 Fund purchased from the Company
$125,000 of common stock and Series K Convertible Preferred Stock, both at a
price per share equal to $4.70. This resulted in an additional 10,800,000 shares
of common stock and 15,795,745 shares of Series K Convertible Preferred Stock.
On September 27, 2001, all of the issued and outstanding shares of the Series K
Convertible Preferred Stock were, in accordance with their terms, converted into
15,795,745 shares of the Company's common stock.
The Series J Convertible Preferred Stock is convertible at the option of the
holder after one year from the date of issuance, into approximately
17,900,000 shares of the Company's common stock at a conversion price of $7
per share, subject to adjustment. Dividends on the Series J Convertible
Preferred Stock accrue at an annual rate of 12.5% and are payable quarterly
in-kind. The Company paid dividends-in-kind (65,460 shares of Series J
Convertible Preferred Stock) valued at $8,182 during the six months ended
June 30, 2002 and (33,234 shares of Series J Convertible Preferred Stock)
valued at $4,154 during the three months ended June 30, 2002. The Company has
the option to redeem any or all of the shares of the Series J Convertible
Preferred Stock at any time for cash at 100% of the liquidation preference of
each share being redeemed. On any dividend payment date, the Company has the
option to exchange the Series J Convertible Preferred Stock into 12.5% Class
J Subordinated Notes. The Company's ability to redeem or exchange the Series
J Convertible Preferred Stock into debt is subject to the approval of a
majority of the independent directors.
In connection with the equity financing by KKR 1996 Fund, the Company paid KKR
1996 Fund a commitment fee consisting of warrants to purchase 1,250,000 shares
of common stock ("commitment warrants") of the Company at an exercise price of
$7 per share, subject to adjustment, and a funding fee consisting of warrants to
purchase an additional 2,620,000 shares of the Company's common stock ("funding
warrants") at an exercise price of $7 per share, subject to adjustment. These
warrants may be exercised after the first anniversary of the grant date and
expire on August 24, 2011 or upon a change in control, as defined. In addition,
the Company may be required to issue to KKR 1996 Fund additional warrants to
purchase up to 4,000,000 shares of the Company's common stock at an exercise
price of $7 per share, subject to adjustment. The issuance of the additional
4,000,000 warrants is contingent upon the length of time that the Series J
Convertible Preferred Stock is outstanding. If the Series J Convertible
Preferred Stock is outstanding for three, six, nine or twelve months from the
date of issuance, KKR 1996 Fund will receive the additional warrants to purchase
250,000, 1 million, 1.25 million and 1.5 million shares of common stock,
respectively. Accordingly, during November 2001, February 2002 and May 2002, the
Company issued to KKR 1996 Fund additional warrants to purchase 250,000,
1,000,000 and 1,250,000 shares, respectively, of the Company's common stock. The
Company ascribed a value of $498, $2,160 and $1,988 respectively, to these
warrants using the Black Scholes pricing model. These warrants expire ten years
from the date of issuance or upon a change in control. The condensed
consolidated financial statements do not reflect the issuance of the additional
1,500,000 contingent warrants. Upon issuance, the Company would value these
contingent warrants using the
11
Black Scholes pricing model and would deduct the ascribed value as a component
of the loss applicable to common shareholders.
The 1,250,000 commitment warrants issued to KKR 1996 Fund represent a commitment
fee related to the financing transaction as a whole. The Company valued these
warrants at $5,622 using the Black Scholes pricing model and recorded them as a
component of additional paid-in capital.
The Company attributed the 2,620,000 funding warrants to the issuance of the
Series J Convertible Preferred Stock. The Company valued these warrants at
$9,679 using the Black Scholes pricing model and has accordingly reduced the
face value of the Series J Convertible Preferred Stock. The Company is accreting
the difference between the carrying value and the redemption value of the Series
J Convertible Preferred Stock to additional paid in capital using the effective
interest method over a one year period as the earliest date at which the
preferred stock is convertible is one year from the date of issuance. The
accretion is deducted in the calculation of loss applicable to common
shareholders.
The following is a summary of the calculation of the purchase price, as
described above, as well as the allocation of the purchase price to the fair
value of the net assets acquired:
Purchase consideration (including working capital and
other settlements) $ 525,000
Direct Acquisition Costs 6,565
------------
Total purchase price 531,565
Add: Fair value of net tangible liabilities of EMAP 37,650
Less: Fair value of identifiable intangible assets 121,300
------------
Goodwill $ 447,915
============
The Company's condensed consolidated results of operations includes results of
operations of About and EMAP from their respective dates of acquisition. The
results of About and EMAP are included in the Company's consumer segment. The
unaudited pro forma information below presents the consolidated results of
operations as if the About and EMAP acquisitions had occurred as of January 1,
2001. In accordance with SFAS No. 142, these pro forma adjustments assume that
none of the goodwill associated with the EMAP acquisition is amortized. If the
Company had recorded amortization of the goodwill and indefinite lived
intangible assets in connection with the EMAP acquisition in accordance with the
Company's historical amortization policies, assuming the acquisition occurred on
January 1, 2001, amortization expense would have increased by approximately
$6,800 and $3,400 during the six months and three months ended June 30, 2001,
respectively. The unaudited pro forma information has been included for
comparative purposes and is not indicative of the results of operations of the
consolidated Company had the transactions occurred as of January 1, 2001, nor is
it necessarily indicative of future results.
Six Months Three Months
Ended June 30, Ended June 30,
2001 2001
---------------- -----------------
Sales, net $ 976,025 $ 489,140
12
Loss applicable to common shareholders $ (398,764) $ (191,654)
Basic and diluted loss applicable to common shareholders
per common share $ (1.76) $ (0.87)
Weighted average shares used in basic and diluted loss
applicable to common shareholders per common share 226,676,632 220,163,972
Payments for businesses acquired on the accompanying condensed statement of
consolidated cash flows for the six months ended June 30, 2002, primarily
represents payment for certain deferred purchase price liabilities associated
with prior year acquisitions.
OTHER INVESTMENTS
Other investments consist of the following:
June 30, December 31,
2002 2001
---------------- -----------------
Cost method investments $ 34,439 $ 40,189
Equity method investments 3,699 5,804
---------------- -----------------
$ 38,138 $ 45,993
================ =================
The Company's cost method investments consist primarily of the PRIMEDIA
Ventures' investments and the assets-for-equity investments, detailed below.
PRIMEDIA's equity method investments represent PRIMEDIA's investment in certain
companies where PRIMEDIA has the ability to exercise significant influence over
their operations (including their financial, accounting and policies).
PRIMEDIA VENTURES' INVESTMENTS
In 1998, the Company created PRIMEDIA Ventures, Inc. ("PRIMEDIA Ventures") to
invest in early-stage Internet companies and other technology opportunities such
as e-commerce services, enterprise software applications and advertising-related
technologies.
The Company recorded provisions for impairment of various PRIMEDIA Ventures'
investments of $2,650 and $1,900 as a component of provision for the impairment
of investments on the accompanying condensed statements of consolidated
operations for the six and three months ended June 30, 2002, respectively. In
addition, the Company recorded provisions for impairment of various PRIMEDIA
Ventures' investments of $3,500 as a component of provision for the impairment
of investments on the accompanying condensed statements of consolidated
operations for the six and three months ended June 30, 2001.
The Company sold PRIMEDIA Ventures investments and received proceeds of $323 and
$0 during the six and three months ended June 30, 2002, respectively, and
realized gains on the sales of $28 and $0 for the six and three months ended
June 30, 2002, respectively.
The Company recorded unrealized gains of $1,202 and $1,704 for the six and three
months ended June 30, 2001, respectively, related to investments in marketable
securities. The unrealized gains are recorded as a component of other
comprehensive income (loss) ("OCI") within shareholders' deficiency (See Note
13).
13
INVESTMENT IN CMGI, INC.
In May 2000, the Company acquired 1,530,000 shares of common stock of CMGI, Inc.
in exchange for 8,000,000 shares of the Company's common stock (par value $.01)
subject to a one year lockup. The transaction was valued at $164,000, which
represents the fair value of the Company's common stock exchanged on the
exchange date. For the six months ended June 30, 2001, the Company recorded a
realized loss of $3,969 related to its investment in CMGI, Inc. as the decline
in the market value of the investment was deemed to be other than temporary. In
October 2001, the Company sold its investment in CMGI for total proceeds and
gain on sale of $2,149 and $619, respectively.
INVESTMENT IN LIBERTY DIGITAL, INC.
In April 2000, the Company completed its purchase of 625,000 shares of Liberty
Digital Series A common stock at forty dollars per share for an aggregate
purchase price of $25,000. For the six months ended June 30, 2001, the Company
recorded an unrealized gain of $642 related to its investment in Liberty
Digital. The unrealized gain was based on the then market value of Liberty
Digital Inc. common stock. The unrealized gain is recorded as a component of OCI
within shareholders' deficiency (See Note 13). During the fourth quarter of
2001, the Company sold its investment in Liberty Digital for total proceeds and
loss on sale of $1,838 and $668, respectively.
ASSETS-FOR-EQUITY TRANSACTIONS
During 2000, the Company began making strategic investments in companies
("Investees") which included various assets-for-equity transactions. Under
these transactions, the Company provides promotional services, such as print
advertising, content licensing, customer lists, online advertising and other
services in exchange for equity in these entities. Additionally, the Company
made cash investments in certain of these Investees. The Company's
investments in Investees, included in other investments on the accompanying
condensed consolidated balance sheets, totaled $28,716 ($25,383 representing
cost method investments and $3,333 representing equity method investments)
and $32,753 ($27,313 representing cost method investments and $5,440
representing equity method investments) at June 30, 2002 and December 31,
2001, respectively. At June 30, 2002 and December 31, 2001, respectively,
$10,428 and $12,696 relating to these agreements is included as deferred
revenues on the accompanying condensed consolidated balance sheets. This
deferred revenue represents advertising, content licensing and other services
to be rendered by the Company in exchange for the equity in these entities.
The Company recognizes these amounts as revenue in accordance with the
Company's revenue recognition policies. The Company recorded revenue from
these agreements of $4,531 and $46,862 for the six months ended June 30, 2002
and 2001, respectively, and $1,695 and $17,954 for the three months ended
June 30, 2002 and 2001, respectively.
These transactions are recorded at the fair value of the equity securities
received, which are typically based on cash consideration for like securities.
For significant transactions involving equity securities in private companies,
the Company obtains and considers independent third-party valuations where
appropriate. Such valuations use a variety of methodologies to estimate fair
value, including comparing the security with the securities of publicly traded
companies in similar lines of business, comparing the nature of security, price,
and related terms of investors in the same round of financing, applying price
multiples to estimated future operating results for the private company, and
then also estimating discounted cash flows for that company. Using these
valuations and other information available to the Company, such as the Company's
knowledge of the industry and knowledge of specific information about the
Investee, the Company determines the estimated fair value of the securities
received. As required by EITF No. 00-8, "Accounting by a Grantee for an Equity
Instrument to Be Received in Conjunction with Providing Goods and Services," the
fair value of the equity securities received is determined as of the earlier of
the date a performance commitment is reached or the vesting date.
14
The Company continually evaluates all of its investments for potential
impairment in accordance with APB No. 18, "the Equity Method of Accounting
for Investments in Common Stock." If an investment is deemed to be
permanently impaired, its carrying value will be reduced to fair market
value. The Company recorded a provision for impairment of its investments in
certain Investees of $4,907 and $2,198 for the six and three months ended
June 30, 2002, respectively, as the decline in value of the investments was
deemed to be other than temporary. During the six months ended June 30, 2001,
the Company recorded a provision for impairment of its investments in certain
Investees of $18,704 as the decline in value of the investments was deemed to
be other than temporary.
The Company recorded $2,672 and $27,777 of equity method losses from
Investees during the six months ended June 30, 2002 and 2001, respectively,
and $461 and $9,681 during the three months ended June 30, 2002 and 2001,
respectively. These equity method losses from Investees are included in
other, net on the accompanying condensed statements of consolidated
operations. The Company recognized $665 and $6,094 of revenue related to the
equity method Investees during the six months ended June 30, 2002 and 2001,
respectively, and $228 and $3,194 during the three months ended June 30, 2002
and 2001, respectively.
INVESTMENTS IN ABOUT
During 2000, the Company entered into additional business arrangements with
About whereby the Company has provided or will provide approximately $89,000 of
advertising and promotional services, over a five-year period, as well as the
right to use a mailing list owned by the Company, in exchange for an aggregate
of 2,873,595 shares of common stock of About. The Company and About have also
entered into certain agreements pursuant to which the Company has agreed to
purchase advertising and promotional services on the About network. These
agreements provide for payments to About in the aggregate of $15,900. At the
merger completion date, these agreements became intercompany agreements, the
activity of which, subsequent to the merger completion date, has been and will
continue to be eliminated in consolidation. In accordance with the terms of
these agreements, the Company recorded revenue of approximately $21,000, and
expenses of approximately $3,500 during the three months ended March 31, 2001.
3. DIVESTITURES
On February 28, 2002, the Company completed the sale of the Modern Bride Group,
part of the Consumer Segment, to Advance Magazine Publishers Inc. for total
consideration, including a service agreement, of approximately $52,000. Proceeds
from the sale were used to pay down the Company's outstanding debt. The related
gain on the sale of the Modern Bride Group approximates $6,500 and is included
as a component of discontinued operations on the accompanying condensed
statement of consolidated operations for the six months ended June 30, 2002.
On June 28, 2002, the Company completed the sale of ExitInfo, part of the
Consumer Segment, to Trader Publishing Company for $24,000 (of which, $1,500
is in escrow). Proceeds from the sale were used to pay down the Company's
outstanding debt. The related gain on the sale of ExitInfo approximates
$4,100 and is included as a component of discontinued operations on the
accompanying condensed statement of consolidated operations for the six and
three months ended June 30, 2002.
In addition, during the three months ended June 30, 2002, the Company completed
several other smaller divestitures. In accordance with SFAS 144, the operating
results of the Modern Bride Group and ExitInfo, have been reclassified to
discontinued operations on the accompanying condensed statements of consolidated
operations for the six and three months ended June 30, 2002 and 2001. No tax
provision was associated with the discontinued operations.
4. ACCOUNTS RECEIVABLE, NET
15
Accounts receivable consist of the following:
June 30, December 31,
2002 2001
---------------- -----------------
Accounts Receivable $ 262,582 $ 304,971
Less: Allowance for doubtful accounts 20,072 19,311
Allowance for returns and rebates 9,606 9,956
---------------- -----------------
$ 232,904 $ 275,704
================ =================
5. INVENTORIES, NET
Inventories consist of the following:
June 30, December 31,
2002 2001
---------------- -----------------
Finished goods $ 7,728 $ 7,346
Work in process 1,013 38
Raw materials 21,569 28,323
---------------- -----------------
30,310 35,707
Less: Allowance for obsolescence 2,130 1,643
---------------- -----------------
$ 28,180 $ 34,064
================ =================
6. OTHER NON-CURRENT ASSETS
Other non-current assets consist of the following:
June 30, December 31,
2002 2001
---------------- -----------------
Deferred financing costs, net $ 20,652 $ 22,324
Deferred wiring and installation costs, net 16,495 21,069
Direct-response advertising costs, net 15,397 15,630
Prepublication and programming costs, net 13,039 13,315
Other 5,678 5,747
---------------- -----------------
$ 71,261 $ 78,085
================ =================
The deferred financing costs are net of accumulated amortization of $10,377 and
$8,911 at June 30, 2002 and December 31, 2001, respectively. The deferred wiring
and installation costs are net of accumulated amortization of $60,663 and
$56,449 at June 30, 2002 and December 31, 2001, respectively. Direct-response
advertising costs are net of accumulated amortization of $115,897 and $116,700
at June 30, 2002 and December 31, 2001, respectively. Prepublication and
programming costs are net of accumulated amortization of $38,689 and $35,196 at
June 30, 2002 and December 31, 2001, respectively.
7. GOODWILL AND OTHER INTANGIBLE ASSETS
16
On January 1, 2002, the Company adopted SFAS 142 which requires an evaluation of
goodwill for impairment (at the reporting unit level) within six months of
adoption of this Standard, as well as subsequent evaluations on an annual basis,
and more frequently if circumstances indicate a possible impairment. As required
by SFAS 142, the Company reviewed its indefinite lived intangible assets
(primarily trademarks) for impairment as of January 1, 2002 and determined that
certain indefinite lived intangible assets were impaired. As a result, the
Company recorded a cumulative effect of a change in accounting principle of
$21,535 ($0.09 per share) during the first quarter of 2002.
As SFAS 142 provides a six-month transitional period from the effective date to
perform an assessment of whether there is an indication that goodwill is
impaired, the Company completed this assessment in the second quarter. Step one
of the transitional impairment test uses a fair value methodology, which differs
from the undiscounted cash flow methodology that continues to be used for
intangible assets with an identifiable life. The Company identified eight
reporting units and during the second quarter, performed step one of the
transitional impairment test on each of the reporting units. Based on the
results of step one of the transitional impairment test, the Company has
identified two reporting units in the Consumer segment and one reporting unit in
the Business-to-Business segment, for which the carrying values exceeded the
fair values at January 1, 2002, indicating a potential impairment of goodwill in
those reporting units. Step two of the transitional impairment test, to
determine the magnitude of any goodwill impairment, will be completed during the
third quarter of 2002 and any resulting impairment loss will be recorded as a
cumulative effect of a change in accounting principle and in accordance with the
transitional implementation guidance of SFAS 142, will be recorded retroactive
to the Company's first quarter results of operations. Because the determination
of whether there is an impairment of the Company's goodwill will be completed
during the third quarter of 2002 and will involve many aspects of analyses which
have not yet been undertaken, the amount of any write down cannot be reliably
predicted at this time. The reporting units identified with potential
impairments have total goodwill of $227,000 and $333,000, in the Consumer
segment and Business-to-Business segment, respectively. The Company anticipates
that the ultimate goodwill impairment will be less than these amounts.
The Company also recorded a non-cash deferred income tax expense of
approximately $52,000 on January 1, 2002 and $12,500 and $6,500 during the
six and three months ended June 30, 2002, respectively, each of which would
not have been required prior to the adoption of SFAS 142. The non-cash charge
of $52,000 on January 1, 2002 was recorded to increase the valuation
allowance related to the Company's net operating losses. It is anticipated
that the Company will record a non-cash deferred income tax credit in the
third quarter when the amount of goodwill impairment is quantified.
Historically, the Company did not need a valuation allowance for the portion
of the net operating losses equal to the amount of tax-deductible goodwill
and trademark amortization expected to occur during the carryforward period
of the net operating losses based on the timing of the reversal of these
taxable temporary differences. As a result of the adoption of SFAS 142,
amortization will not occur during the carryforward period of the net
operating losses.
In addition, since amortization of tax-deductible goodwill and trademarks ceased
on January 1, 2002, the Company will have deferred tax liabilities that will
arise each quarter because the taxable temporary differences related to the
amortization of these assets will not reverse prior to the expiration period of
the Company's deductible temporary differences unless the related assets are
sold or an impairment of the assets is recorded. Accordingly, the Company also
recorded an additional valuation allowance of $12,500 and $6,500 for the six and
three months ended June 30, 2002, respectively. The Company expects that it will
record an additional $12,500 to increase the valuation allowance during the
remaining six months of 2002, before considering the impact of any goodwill
impairment.
A reconciliation of the reported net loss and loss per common share to the
amounts adjusted for the exclusion of amortization of goodwill and indefinite
lived intangible assets, the cumulative effect of a change in accounting
principle and the deferred provision for income taxes follows:
17
Six Months Ended June 30,
2002 2001
---------------- -----------------
Reported loss applicable to common shareholders $ (189,881) $ (252,835)
Amortization of goodwill and indefinite lived
intangible assets - 75,061
Cumulative effect of a change in accounting principle 21,535 -
Deferred provision for income taxes 64,500 -
---------------- -----------------
Adjusted loss applicable to common shareholders $ (103,846) $ (177,774)
================ =================
Per common share:
Reported loss applicable to common shareholders $ (0.76) $ (1.28)
Amortization of goodwill and indefinite lived
intangible assets - 0.38
Cumulative effect of a change in accounting principle 0.09 -
Deferred provision for income taxes 0.25 -
---------------- -----------------
Adjusted loss applicable to common shareholders $ (0.42) $ (0.90)
---------------- -----------------
Three Months Ended June 30,
2002 2001
---------------- -----------------
Reported loss applicable to common shareholders $ (30,918) $ (153,353)
Amortization of goodwill and indefinite lived
intangible assets - 50,858
Cumulative effect of a change in accounting principle - -
Deferred provision for income taxes 6,500 -
---------------- -----------------
Adjusted loss applicable to common shareholders $ (24,418) $ (102,495)
================ =================
Per common share:
Reported loss applicable to common shareholders $ (0.12) $ (0.72)
Amortization of goodwill and indefinite lived
intangible assets - 0.24
Deferred provision for income taxes 0.02 -
---------------- -----------------
Adjusted loss applicable to common shareholders $ (0.10) $ (0.48)
================ =================
Intangible assets still subject to amortization after the adoption of SFAS No.
142 consist of the following:
June 30, 2002 December 31, 2001
---------------------------------------- -----------------------------------------
Gross Gross
Range of Carrying Accumulated Carrying Accumulated
Amount Amortization Net Amount Amortization Net
---------------------------------------------------- -----------------------------------------
18
Lives
---------------------------------------------------- -----------------------------------------
Trademarks 3 $ 21,013 $ 9,339 $ 11,674 $ 21,013 $ 5,837 $ 15,176
Membership, subscriber and
customer lists 2-20 446,499 350,079 96,420 499,530 335,655 163,875
Non-compete agreements 1-10 208,458 183,683 24,775 213,585 180,697 32,888
Trademark license agreements
2-15 2,967 2,866 101 2,967 2,852 115
Copyrights 3-20 20,251 17,274 2,977 20,251 16,718 3,533
Databases 2-12 13,562 10,982 2,580 13,662 9,825 3,837
Advertiser lists .5-20 174,427 150,543 23,884 202,083 159,067 43,016
Distribution agreements 1-7 11,745 11,699 46 11,745 11,666 79
Other 1-5 10,784 10,755 29 10,880 10,727 153
----------- ------------ ---------- ----------- ------------ ------------
$ 909,706 $ 747,220 $ 162,486 $ 995,716 $ 733,044 $ 262,672
=========== ============ ========== =========== ============ ============
Amortization expense for other intangible assets still subject to amortization
(excluding provision for impairment) was $31,328 for the six months ended June
30, 2002 and $14,975 for the three months ended June 30, 2002. At June 30, 2002,
estimated future amortization expense of other intangible assets still subject
to amortization is as follows: approximately $30,000 for the remaining six
months of 2002 and approximately $42,000, $26,000, $18,000, $13,000 and $10,000
for 2003, 2004, 2005, 2006 and 2007, respectively. Amortization expense,
including amortization of goodwill and trademarks, for the six and three months
ended June 30, 2001 was $109,488 and $71,423, respectively, of which $34,427 and
$20,565 represents amortization of other intangible assets still subject to
amortization for the six and three months ended June 30, 2001, respectively.
Intangible assets not subject to amortization had a total carrying value of
$325,390 and $342,425 at June 30, 2002 and December 31, 2001, respectively, and
consisted of trademarks.
8. LONG-TERM DEBT
Long-term debt consists of the following:
June 30, December 31,
2002 2001
----------------- ----------------
Borrowings under credit facilities $ 742,875 $ 783,875
10 1/4% Senior Notes due 2004 100,000 100,000
8 1/2% Senior Notes due 2006 299,455 299,353
7 5/8% Senior Notes due 2008 249,115 249,011
8 7/8% Senior Notes due 2011 493,221 492,978
----------------- ----------------
1,884,666 1,925,217
Obligation under capital leases 26,463 28,679
----------------- ----------------
1,911,129 1,953,896
19
Less: Current maturities of long-term debt 9,830 8,265
----------------- ----------------
$ 1,901,299 $ 1,945,631
================= ================
On June 20, 2001, the Company completed a refinancing of its existing bank
credit facilities pursuant to new bank credit facilities with The Chase
Manhattan Bank, Bank of America, N.A., The Bank of New York, and The Bank of
Nova Scotia, as agents. The debt under the new credit agreement (as well as
certain of the Company's other equally and ratably secured indebtedness) is
secured by a pledge of the stock of PRIMEDIA Companies Inc., an intermediate
holding company, owned directly by the Company, which owns directly or
indirectly all shares of PRIMEDIA subsidiaries that guarantee such debt.
Substantially all proceeds from sales of businesses and other investments were
used to pay down borrowings under the credit agreement. The borrowings under the
bank credit facilities may be used for general corporate and working capital
purposes as well as to finance certain future acquisitions. The bank credit
facilities consist of the following:
- a $475,000 revolving loan facility, of which $220,000 was outstanding at
June 30, 2002.
- a term loan A, of which $100,000 was outstanding at June 30, 2002; and
- a term loan B, of which $422,875 was outstanding at June 30, 2002.
With the exception of the term loan B, the amounts borrowed bear interest, at
the Company's option, at either the base rate plus an applicable margin ranging
from 0.125% to 1.5% or the Eurodollar Rate plus an applicable margin ranging
from 1.125% to 2.5%. The term loan B bears interest at the base rate plus 1.75%
or the Eurodollar rate plus 2.75%. At June 30, 2002, the weighted average
variable interest rate on all outstanding borrowings under the bank credit
facilities was 4.5%.
Under the bank credit facilities, the Company has agreed to pay commitment fees
at a per annum rate of either 0.375% or 0.5%, depending on its debt to EBITDA
ratio, as defined in the new credit agreement, on the daily average aggregate
unutilized commitment under the revolving loan commitment. During the first six
months of 2002, the Company's commitment fees were paid at a weighted average
rate of 0.5%. The Company also has agreed to pay certain fees with respect to
the issuance of letters of credit and an annual administration fee.
The commitments under the revolving loan commitment are subject to mandatory
reductions semi-annually on June 30 and December 31, commencing December 31,
2004 with the final reduction on June 30, 2008. The aggregate mandatory
reductions of the revolving loan commitments under the bank credit facilities
are $23,750 in 2004, $47,500 in 2005, $71,250 in 2006, $142,500 in 2007 and a
final reduction of $190,000 in 2008. To the extent that the total revolving
credit loans outstanding exceed the reduced commitment amount, these loans must
be paid down to an amount equal to or less than the reduced commitment amount.
However, if the total revolving credit loans outstanding do not exceed the
reduced commitment amount, then there is no requirement to pay down any of the
revolving credit loans. Aggregate term loan payments under the bank credit
facilities are $4,250 in 2002 and 2003, $16,750 in 2004, $29,250 in 2005, 2006
and 2007, $16,750 in 2008 and $393,125 in 2009.
The bank credit facilities, among other things, limit the Company's ability to
change the nature of its businesses, incur indebtedness, create liens, sell
assets, engage in mergers, consolidations or transactions with affiliates, make
investments in or loans to certain subsidiaries, issue guarantees and make
certain restricted payments including dividend payments on the Company's common
stock in excess of $75,000 in any given year.
20
The bank credit facilities and senior notes of the Company contain certain
customary events of default which generally give the banks or the noteholders,
as applicable, the right to accelerate payments of outstanding debt. Under the
bank credit facilities, these events include:
- failure to maintain required covenant ratios, as described below;
- failure to make a payment of principal, interest or fees within five days
of its due date;
- default, beyond any applicable grace period, on any aggregate indebtedness
of PRIMEDIA exceeding $20,000;
- occurrence of certain insolvency proceedings with respect to PRIMEDIA or
any of its material subsidiaries;
- entry of one judgment or decree involving a liability of $15,000 or more
(or more than one involving an aggregate liability of $25,000 or more); and
- occurrence of certain events constituting a change of control of the
Company.
The events of default contained in PRIMEDIA's senior notes are similar to, but
generally less restrictive than, those contained in the Company's bank credit
facilities.
The Company does not anticipate the occurrence of any of these default events.
Upon the occurrence of such an event, the Company has the ability to cure or
renegotiate with its lenders.
Under the most restrictive debt covenants as defined in the Company's credit
agreement, the Company must maintain a minimum interest coverage ratio, as
defined, of 1.80 to 1 and a minimum fixed charge coverage ratio, as defined, of
1.05 to 1. The Company's maximum allowable debt leverage ratio, as defined, is
6.0 to 1. The maximum leverage ratio decreases to 5.75 to 1, 5.5 to 1, 5.0 to 1
and 4.5 to 1, respectively, on July 1, 2003, January 1, 2004, January 1, 2005
and January 1, 2006. The minimum interest coverage ratio increases to 2.0 to 1,
2.25 to 1 and 2.5 to 1, respectively, on July 1, 2003, January 1, 2004 and
January 1, 2005. The Company is in compliance with the financial and operating
covenants of its financing arrangements.
As of June 30, 2002, the Company had $742,875 borrowings outstanding,
approximately $19,200 letters of credit outstanding and unused bank commitments
of approximately $235,800 under the bank credit facilities.
As a result of the refinancing of the Company's existing bank credit facilities,
during the second quarter of 2001, the Company wrote-off the remaining balances
of deferred financing costs originally recorded approximating $7,250.
10 1/4% SENIOR NOTES. Interest is payable semi-annually in June and December at
an annual rate of 10 1/4%. The 10 1/4% Senior Notes mature on June 1, 2004, with
no sinking fund requirements. The 10 1/4% Senior Notes are redeemable at 100% in
2002 plus accrued and unpaid interest.
8 1/2% SENIOR NOTES. Interest is payable semi-annually in February and August at
an annual rate of 8 1/2%. The 8 1/2% Senior Notes mature on February 1, 2006,
with no sinking fund requirements. The 8 1/2% Senior Notes are redeemable in
whole or in part, at the option of the Company, at 100% in 2003 plus accrued and
unpaid interest.
7 5/8% SENIOR NOTES. Interest is payable semi-annually in April and October at
the annual rate of 7 5/8%. The 7 5/8% Senior Notes mature on April 1, 2008, with
no sinking fund requirements. The 7 5/8% Senior Notes may not be redeemed prior
to April 1, 2003 other than in connection with a change of control. Beginning on
April 1, 2003 and thereafter, the 7 5/8% Senior Notes are redeemable in whole or
in part, at the option of the Company, at prices ranging from 103.813% in 2003
with annual reductions to 100% in 2006 and thereafter, plus accrued and unpaid
interest.
8 7/8% SENIOR NOTES. In 2001, the Company completed an offering of $500,000
of 8 7/8% Senior Notes. Net proceeds from this offering of $492,685 were used
to repay borrowings under the revolving credit facilities. The 8 7/8% Senior
Notes mature on May 15, 2011, with no sinking fund requirements, and have
interest payable semi-annually in May and November at an annual rate of 8
7/8%. Beginning in 2006, the 8 7/8% Senior Notes are redeemable at 104.438%
with annual reductions to 100% in 2009 plus accrued and unpaid interest.
21
If the Company becomes subject to a change of control, each holder of the notes
will have the right to require the Company to purchase any or all of the notes
at a purchase price equal to 101% of the aggregate principal amount of the notes
plus accrued and unpaid interest, if any, to the date of purchase.
The 10 1/4% Senior Notes, 8 1/2% Senior Notes, 7 5/8% Senior Notes, and the 8
7/8% Senior Notes (together referred to as the "Senior Notes"), and the credit
facility, all rank senior in right of payment to all subordinated indebtedness
of PRIMEDIA Inc. (a holding company). The Senior Notes are secured by a pledge
of stock of PRIMEDIA Companies Inc.
The Company is in compliance with the financial and operating covenants of its
financing arrangements. The Company discloses the details of the compliance
calculation to its banks and other lending institutions in a timely manner. In
addition, as of and for the six months ended June 30, 2002, the Company has made
additional information available as to the composition of its intercompany
transactions (including licensing and cross promotion) and Assets-for-Equity
transactions.
The Company is herewith providing more detailed information and disclosure than
it has in the past as to the methodology used in determining compliance with the
leverage test in the credit agreements. The only purpose for providing this
additional information is to provide more clarity to the substantial amount of
disclosure previously provided. Under its various credit and senior note
agreements, the Company is allowed to designate certain businesses as
unrestricted subsidiaries to the extent that the value of those businesses does
not exceed the permitted amounts, as defined in these agreements. The Company
has designated certain of its businesses as unrestricted (the "Unrestricted
Group"), which primarily represent Internet businesses, trademark and content
licensing and service companies, new launches (including traditional start-ups),
other properties under evaluation for turnaround or shutdown and foreign
subsidiaries. Indebtedness under the bank credit facilities and senior note
agreements is guaranteed by each of the Company's domestic restricted
subsidiaries in accordance with the provisions and limitations of the Company's
credit and senior note agreements. The guarantees are full, unconditional and
joint and several. The Unrestricted Group does not guarantee the bank credit
facilities or senior notes, and its results (positive or negative) are not
reflected in the EBITDA of the Restricted Group, as defined in the Company's
credit and senior note agreements for purposes of determining compliance with
certain financial covenants under these agreements. The Company has established
intercompany agreements that implement transactions, such as leasing, licensing,
sales and related services and cross-promotion, between restricted and
unrestricted subsidiaries, on an arms' length basis and as permitted by the
credit and senior note agreements. These intercompany arrangements afford
strategic benefits across the Company's properties and, in particular, enable
the Unrestricted Group to utilize established brands and content and promote
brand awareness and increase traffic and revenue to the Company's new media
properties. For company-wide consolidated financial reporting, these
intercompany transactions are eliminated in consolidation. Additionally, the
EBITDA of the Restricted Group, as determined in accordance with these
agreements, omits restructuring charges and is adjusted for trailing four
quarters of acquisitions and divestitures and estimated savings for acquired
businesses.
The scheduled repayments of all debt outstanding, including capital leases, as
of June 30, 2002, are as follows:
Twelve Months Ended June 30, Capital Lease
Debt Obligations Total
--------------- ---------------- ----------------
2003................................... $ 6,375 $ 3,455 $ 9,830
2004................................... 104,250 3,848 108,098
2005................................... 29,250 2,183 31,433
2006................................... 328,705 1,503 330,208
2007................................... 29,250 1,614 30,864
Thereafter............................. 1,386,836 13,860 1,400,696
--------------------------------------------------------
$ 1,884,666 $ 26,463 $ 1,911,129
--------------------------------------------------------
9. EXCHANGEABLE PREFERRED STOCK
Exchangeable Preferred Stock consists of the following:
June 30, December 31,
2002 2001
------------------ -----------------
$10.00 Series D Exchangeable Preferred Stock $ 178,242 $ 196,679
$9.20 Series F Exchangeable Preferred Stock 99,888 121,781
$8.625 Series H Exchangeable Preferred Stock 215,709 244,497
------------------ -----------------
$ 493,839 $ 562,957
================== =================
22
$10.00 SERIES D EXCHANGEABLE PREFERRED STOCK
The Company authorized 2,000,000 shares of $.01 par value, $10.00 Series D
Exchangeable Preferred Stock, of which 1,809,867 shares and 2,000,000 shares
were issued and outstanding at June 30, 2002 and December 31, 2001,
respectively. The liquidation and redemption value was $180,987 at June 30, 2002
and $200,000 December 31, 2001.
$9.20 SERIES F EXCHANGEABLE PREFERRED STOCK
The Company authorized 1,250,000 shares of $.01 par value, $9.20 Series F
Exchangeable Preferred Stock, of which 1,023,328 shares and 1,250,000 shares
were issued and outstanding at June 30, 2002 and December 31, 2001,
respectively. The liquidation and redemption value was $102,333 at June 30, 2002
and $125,000 December 31, 2001.
$8.625 SERIES H EXCHANGEABLE PREFERRED STOCK
The Company authorized 2,500,000 shares of $.01 par value, $8.625 Series H
Exchangeable Preferred Stock, of which 2,202,391 shares and 2,500,000 shares
were issued and outstanding at June 30, 2002 and December 31, 2001,
respectively. The liquidation and redemption value was $220,239 at June 30, 2002
and $250,000 at December 31, 2001.
During the first quarter of 2002, the Board of Directors authorized the
exchange by the Company of up to approximately $100,000 of exchangeable
preferred stock. During May 2002, the Board of Directors increased the
authorization to an aggregate of approximately $165,000 of exchangeable
preferred stock. During the six months ended June 30, 2002, the Company
exchanged $19,013 of Series D Exchangeable Preferred Stock for 3,696,979
shares of common stock, $22,667 of Series F Exchangeable Preferred Stock for
4,385,222 shares of common stock and $29,761 of Series H Exchangeable
Preferred Stock for 5,808,050 shares of common stock. The cumulative gain on
the exchanges of approximately $28,301 for the six months ended June 30,
2002, is included as a component of additional paid-in capital on the
accompanying condensed consolidated balance sheet at June 30, 2002. The gains
of $28,301 and $25,323 for the six and three months ended June 30, 2002,
respectively, are included in the calculation of basic and diluted loss
applicable to common shareholders per common share on the condensed
statements of consolidated operations for their respective periods.
10. COMMON STOCK
During the second quarter of 2002, the Board of Directors approved and the
shareholders ratified an amendment to the Company's Certificate of
Incorporation, which increased the number of authorized shares of the Company's
common stock from 300,000,000 to 350,000,000.
In April 2002, the Company granted certain executives an aggregate total of
6,630,000 options to purchase shares of the Company's common stock. The
exercise prices of these options range from $4.00 per share to $6.00 per
share. The options granted at $4.00 per share vest over a four-year period
following the date of the grant. The remaining options vest in 2010 unless
the Company achieves certain earnings targets. Upon the achievement of these
targets, the vesting of the respective options is accelerated upon the
financial statements for the relevant period being finalized.
23
11. NON-CASH COMPENSATION AND NON-RECURRING CHARGES
In connection with the About merger, certain senior executives were granted
2,955,450 shares of restricted PRIMEDIA common stock. These shares of restricted
PRIMEDIA common stock, which were valued at $9.50 per share, the closing stock
price on February 28, 2001, vest at a rate of 25% per year and are subject to
the executives' continued employment. Related non-cash compensation of $1,252
and $4,875 was recorded for the six months ended June 30, 2002 and 2001,
respectively, and $479 and $3,656 was recorded for the three months ended June
30, 2002 and 2001, respectively. This non-cash compensation reflects pro rata
vesting on a graded basis.
In addition, these senior executives were granted options to purchase 3,482,300
shares of PRIMEDIA common stock at an exercise price of $2.85 per share, equal
to thirty percent of the fair market value per share on that date. These options
vest at a rate of 25% per year and are subject to the executives' continued
employment. Related non-cash compensation of $1,033 and $4,020 was recorded for
the six months ended June 30, 2002 and 2001, respectively, and $395 and $3,015
was recorded for the three months ended June 30, 2002 and 2001, respectively.
This non-cash compensation reflects pro rata vesting on a graded basis. Amounts
reflect a 70% market value discount ($6.65 per share) based on a PRIMEDIA per
share market value of $9.50 which was the closing price on February 28, 2001.
Two senior executives of About also entered into share lockup agreements with
the Company, pursuant to which they agreed to specific restrictions regarding
the transferability of their shares of PRIMEDIA common stock issued in the
merger. Under the terms of those agreements, during the first year after the
closing of the merger, the executives could sell a portion of their shares of
the Company's common stock, subject to the Company's right of first refusal with
respect to any sale. In the event that the gross proceeds received on sale were
less than $33,125 (assuming all shares are sold), the Company agreed to pay the
executives the amount of such shortfall ("the Shortfall Payment").
During the third quarter of 2001, one of the executives, who subsequently left
the Company, advised the Company that he was selling 1,429,344 shares of the
Company's common stock in the market. Concurrently therewith, the executive
assigned to a financial institution the right to receive his Shortfall Payment
on that number of shares. The financial institution advised the Company that it
purchased 1,429,344 shares of the Company's common stock in the market. The
financial institution agreed to waive its right to the Shortfall Payment in
exchange for the Company's agreement to make the financial institution whole if
it sells such shares, which it purchased in the market, for proceeds of less
than approximately $23,406. As of March 8, 2002, the financial institution had
sold all of the shares in the open market for proceeds of approximately $3,300.
In April 2002, the Company paid approximately $20,300 to the financial
institution. A liability of approximately $18,400 representing the Shortfall
Payments due under both agreements, based on the fair value of the Company's
stock was included as a component of accrued expenses and other on the
accompanying condensed consolidated balance sheet at December 31, 2001.
As a result of this executive leaving the Company, effective December 2001, half
of his restricted shares (1,105,550 shares) and options (1,302,650 options) were
accelerated and the remainder was forfeited, resulting in a reversal of unearned
compensation of $19,166 during 2001. The accelerated options expired unexercised
during the first quarter of 2002.
During the six and three-months ended June 30, 2002, the Company recorded $7,746
and $2,061 of non-cash compensation and non-recurring charges, respectively.
These non-cash compensation charges consisted of a $2,285 and $874 charge,
respectively, related to the restricted stock and option grants to two key
executives of About discussed above, a $1,513 and $631 charge, respectively,
related to the amortization of the intrinsic value of unvested "in-the-money"
options issued in connection with the About merger and a $657 and $328 charge,
respectively, related to the issuance of stock in connection with an
acquisition, respectively. These non-recurring charges consisted of a $3,256 and
$219 charge, respectively, related to the share lockup arrangements with certain
executives of About discussed above and a $35 and $9 charge, respectively,
related to certain non-recurring compensation arrangements with certain senior
executives.
During the six and three months ended June 30, 2001, the Company recorded
$12,727 and $10,168, respectively, of
24
non-cash compensation and non-recurring charges. These non-cash compensation
charges consisted of a $8,895 and $6,671 charge, respectively, related to the
restricted stock and option grants to two key executives of About discussed
above, a $1,344 and $1,008 charge, respectively, related to the amortization of
the intrinsic value of unvested "in-the-money" options issued in connection with
the About merger and a $803 charge for both the six and three month periods
ended June 30, 2001, related to the vesting of stock in connection with an
acquisition. These non-recurring charges consisted of a $1,686 charge for the
six and three months ended June 30, 2001, related to certain non-recurring
compensation arrangements with certain senior executives.
Non-cash compensation and non-recurring charges are omitted from the Company's
calculation of EBITDA, as defined (See Note 8).
12. PROVISION FOR SEVERANCE, CLOSURES AND RESTRUCTURING RELATED COSTS
During 2001 and 2000, the Company implemented plans to integrate the operations
of the Company and consolidate many back office functions. The Company expects
that these plans will continue to result in future savings. All restructuring
related charges were expensed as incurred.
During 2002, the Company announced additional cost initiatives that would
continue to implement and expand upon the cost initiatives enacted during 2001
and 2000.
Details of the initiatives implemented and the payments made in furtherance of
these plans in the six month periods ended June 30, 2002 and 2001 are presented
in the following tables:
NET PROVISION PAYMENTS
FOR THE DURING THE
LIABILITY AS OF SIX MONTHS SIX MONTHS
DECEMBER 31, ENDED ENDED LIABILITY AS OF
2001 JUNE 30, 2002 JUNE 30, 2002 JUNE 30, 2002
--------------------- ----------------------- --------------------- ---------------------
Severance and closures:
Employee-related
termination costs.... $ 9,043 $ 4,040 $ (7,773) $ 5,310
Termination of
contracts............ 2,318 (137) (1,341) 840
Termination of
leases related to
office closures...... 13,037 20,785 (3,904) 29,918
--------------------- ----------------------- --------------------- --------------------
24,398 24,688 (13,018) 36,068
--------------------- ----------------------- --------------------- --------------------
Restructuring related:
Relocation and
other employee costs... - 405 (405) -
--------------------- ----------------------- --------------------- --------------------
- 405 (405) -
--------------------- ----------------------- --------------------- --------------------
Total severance,
closures and
restructuring
related costs........ $ 24,398 $ 25,093 $ (13,423) $ 36,068
===================== ======================= ===================== ====================
25
--------------------- ----------------------- --------------------- --------------------
NET PROVISION PAYMENTS
FOR THE DURING THE
LIABILITY AS OF SIX MONTHS SIX MONTHS
DECEMBER 31, ENDED ENDED LIABILITY AS OF
2000 JUNE 30, 2001 JUNE 30, 2001 JUNE 30, 2001
--------------------- ---------------------- ---------------------- ----------------------
Severance and closures:
Employee related
termination costs..... $ 7,063 $ 4,661 $ (5,968) $ 5,756
Termination of
contracts............. 1,519 1,517 (1,140) 1,896
Termination of leases
related to office
closures.............. 1,634 1,391 (300) 2,725
Other................. 213 - (29) 184
--------------------- ---------------------- ---------------------- ----------------------
10,429 7,569 (7,437) 10,561
--------------------- ---------------------- ---------------------- ----------------------
Restructuring related:
Consulting services... 498 2,635 (2,886) 247
Relocation and other
employee costs........
462 2,298 (2,678) 82
--------------------- ---------------------- ---------------------- ----------------------
960 4,933 (5,564) 329
--------------------- ---------------------- ---------------------- ----------------------
Total severance,
closures and
restructuring related
costs................. $ 11,389 $ 12,502 $ (13,001) $ 10,890
===================== ====================== ====================== ======================
The remaining costs, comprised primarily of real estate lease commitments for
space that the Company no longer occupies, are expected to be paid through 2015.
To reduce the lease related costs, the Company is aggressively pursuing
subleases of its available office space.
As a result of the implementation of these plans, the Company has closed and
consolidated in excess of twenty office locations and has notified a total of
1,590 individuals that they would be terminated under these plans, of which
270 and 70 individuals were notified during the six and three month periods
ended June 30, 2002, respectively. As of June 30, 2002, 1,565 of those
individuals have been terminated.
The Company expects to realize sufficient savings from its plans to integrate
the operations of the Company and to recover the costs associated with these
plans, within approximately a one-year period.
26
The liabilities representing the provision for severance, closures and
restructuring related costs are included in accrued expenses and other on the
condensed consolidated balance sheets as of their respective dates. Provision
for severance, closures and restructuring related costs is omitted from the
Company's Calculation of EBITDA, as defined (see Note 8).
13. COMPREHENSIVE LOSS
Comprehensive loss for the six and three-months ended June 30, 2002 and 2001 is
presented in the following tables:
Six Months Ended
June 30, June 30,
2002 2001
----------------- -----------------
Net loss $ (173,929) $ (225,488)
Other comprehensive income (loss):
Unrealized gain on available-for-sale securities - 1,202
Change in fair value of derivative instruments 1,897 (3,186)
Foreign currency translation adjustments 126 (425)
----------------- -----------------
Total comprehensive loss $ (171,906) $ (227,897)
================= =================
Three Months Ended
June 30, June 30,
2002 2001
----------------- -----------------
Net loss $ (34,396) $ (139,680)
Other comprehensive income (loss):
Unrealized gain on available-for-sale securities - 1,704
Change in fair value of derivative instruments - (620)
Foreign currency translation adjustments 161 105
----------------- -----------------
Total comprehensive loss $ (34,235) $ (138,491)
================= =================
14. LOSS PER COMMON SHARE
Loss per share for the six and three-month periods ended June 30, 2002 and 2001
has been determined based on net loss after preferred stock dividends, related
accretion, gain on the exchange of exchangeable preferred stock for common
shares and the issuance of contingent warrants during 2002 associated with the
EMAP financing (see Note 2) divided by the weighted average number of common
shares outstanding for all periods presented. The effect of the assumed exercise
of non-qualified stock options and warrants was not included in the computation
of diluted loss per share because the effect of inclusion would be antidilutive.
15. CONTINGENCIES
The Company is involved in ordinary and routine litigation incidental to its
business. In the opinion of management, there is no pending legal proceeding
that would have a material adverse affect on the condensed consolidated
financial statements of the Company.
27
During 2002, PRIMEDIA contributed the Gravity Games, a product previously
acquired from EMAP, to a limited liability company (the "LLC") formed jointly by
PRIMEDIA and Octagon Marketing and Athlete Representation, Inc., with each party
owning 50%. The LLC has entered into an agreement with NBC Sports, a division of
National Broadcasting Company, Inc., which requires the LLC to pay specified
fees to NBC for certain production services performed by NBC and network air
time provided by NBC, during each of 2002 and 2003. Under the terms of this
agreement and a related guarantee, PRIMEDIA could be responsible for the payment
of a portion of such fees, in the event that the LLC failed to satisfy its
payment obligations to NBC. The maximum amounts for which PRIMEDIA could be
liable would be $2,125 in 2002 and $2,200 in 2003. As these liabilities will be
contingent on the LLC's failure to pay and, in the case of the 2003 liability,
the occurrence of certain other events and existence of certain other
conditions, the Company has not recorded a liability on the accompanying
condensed consolidated balance sheet as of June 30, 2002; however, the asset
representing the Company's 50% investment in the LLC as well as the Company's
share of the LLC's losses are reflected in the Company's condensed consolidated
financial statements. The Company's investment in the LLC is reflected as a
component of other non-current assets on the accompanying condensed consolidated
balance sheet at June 30, 2002. The Company's share of the LLC's losses is
reflected as a component of other, net on the accompanying condensed statements
of consolidated operations for the six and three months ended June 30, 2002.
As of and for the six months ended June 30, 2002, no officers or directors of
the Company have been granted loans by the Company, nor has the Company
guaranteed any obligations of such persons.
16. BUSINESS SEGMENT INFORMATION
The Company's operations have been classified into two business segments:
consumer and business-to-business. The Company's consumer segment produces and
distributes magazines, guides, videos and Internet products for consumers in
various niche markets. The Company's business-to-business segment produces and
distributes magazines, books, directories, databases, vocational training
materials and Internet products to business professionals in such fields as
communications, agriculture, professional services, media, transportation and
healthcare. These segment results are regularly reviewed by the Company's chief
operating decision-makers to make decisions about resources to be allocated to
the segment and assess its performance. Eliminations represent charges for
intercompany content and brand licensing, advertising and other services, which
are billed at what management believes are prevailing market rates. These
charges, which represent transactions between operating units within the same
business segment or transactions between operating units in different business
segments, are eliminated in consolidation.
The Non-Core Businesses include: QWIZ, Inc. (divested in April 2001), Bacons
(divested in November 2001) and certain titles of The Business Magazines & Media
Group and The Consumer Magazines & Media Group which are discontinued or will be
divested. In addition, during 2001, the Company has restructured or consolidated
several new media properties, whose value can be realized with far greater
efficiency by having select functions absorbed by the core operations and has
included these properties in Non-Core Businesses. It is management's intention
that businesses designated as Non-Core Businesses will be classified as such for
short periods of time, generally not to exceed one year. Subsequent to the first
quarter of 2002, the Company has not classified any additional businesses as
Non-Core Businesses. In addition, in the future, the Company will not classify
any additional businesses as Non-Core Businesses. The Company has segregated the
Non-Core Businesses from the aforementioned segments because the Company's chief
operating decision-makers view these businesses separately when evaluating and
making decisions regarding ongoing operations. The information presented below
includes certain intercompany transactions and is therefore not necessarily
indicative of the results had the operations existed as stand-alone businesses.
These intercompany transactions are eliminated in consolidation. In the ordinary
course of business, corporate administrative costs of approximately $1,900 and
$5,100 were allocated to the Non-Core Businesses during the six months ended
June 30, 2002 and 2001, respectively, and $800 and $2,400 were allocated to the
Non-Core Businesses during the three months ended June 30, 2002 and 2001,
respectively. The Company believes that these costs, many of which are
transaction driven, such as the processing of payables and payroll, will be
permanently reduced upon the shutdown or divestiture of the Non-Core Businesses.
Information as to the operations of the Company in different business
segments is set forth below based on the nature of the targeted audience.
Corporate represents items not allocated to other business segments. PRIMEDIA
evaluates performance based on several factors, of which the primary
financial measure is segment earnings before interest, taxes, depreciation,
amortization and other (income) charges ("EBITDA"). Other (income) charges
include non-cash compensation and non-recurring charges, provision for
severance, closures and restructuring related costs and (gain) loss on sales
of businesses and other, net.
28
The Company has reclassified certain product lines as Non-Core Businesses and in
certain instances has restated prior periods accordingly. The Company believes
that the amounts that have not been restated are not significant.
Six Months Ended Three Months Ended
June 30, June 30,
2002 2001 2002 2001
---------------- ----------------- ---------------- -------------
SALES, NET:
Consumer $ 694,406 $ 593,637 $ 353,011 $ 304,743
Business-to-Business 187,467 229,074 97,554 113,411
Eliminations (65,174) (30,638) (30,529) (15,721)
Other:
Non-Core Businesses 13,491 38,859 2,517 17,471
---------------- ----------------- ---------------- -------------
Total $ 830,190 $ 830,932 $ 422,553 $ 419,904
================ ================= ================ =============
EBITDA (1):
Consumer $ 97,579 $ 75,430 $ 57,852 $ 39,581
Business-to-Business (2) 16,799 39,784 15,932 19,779
Other:
Corporate (17,468) (16,238) (8,662) (8,008)
Non-Core Businesses (3,253) (18,371) (1,380) (6,848)
---------------- ----------------- ---------------- -------------
Total $ 93,657 $ 80,605 $ 63,742 $ 44,504
================ ================= ================ =============
The following is a reconciliation of EBITDA to operating income (loss):
Six Months Ended Three Months Ended
June 30, June 30,
2002 2001 2002 2001
---------------- ----------------- ---------------- -------------
Total EBITDA (1) $ 93,657 $ 80,605 $ 63,742 $ 44,504
Depreciation of property and equipment (32,274) (30,556) (17,208) (15,869)
Amortization of intangible assets,
goodwill and other (40,612) (116,430) (17,297) (74,870)
Non-cash compensation and
non-recurring charges (7,746) (12,727) (2,061) (10,168)
Provision for severance, closures and
restructuring related costs (25,093) (12,502) (14,562) (6,015)
Other restructuring related costs included
in general and administrative expenses - (4,304) - (4,304)
Gain (loss) on sales of businesses and
other, net (2,131) 502 (2,686) (24)
---------------- ----------------- ---------------- -------------
Operating income (loss) $ (14,199) $ (95,412) $ 9,928 $ (66,746)
================ ================= ================ =============
(1) EBITDA represents earnings before interest, taxes, depreciation,
amortization and other (income) charges including non-cash compensation and
non-recurring charges of $7,746 and $12,727 for the six months ended June
30, 2002 and 2001, respectively, a provision for severance, closures and
restructuring related costs of $25,093 and $12,502 for
29
the six months ended June 30, 2002 and 2001, respectively, and gain (loss)
on sales of businesses and other, net of $(2,131) and $502 for the six
months ended June 30, 2002 and 2001, respectively. EBITDA excludes non-cash
compensation and non-recurring charges of $2,061 and $10,168 for the three
months ended June 30, 2002 and 2001, respectively, a provision for
severance, closures and restructuring related costs of $14,562 and $6,015
for the three months ended June 30, 2002 and 2001, respectively, and loss
on sales of businesses and other, net of $(2,686) and $(24) for the three
months ended June 30, 2002 and 2001, respectively. EBITDA excludes $4,304
of restructuring related costs included in general and administrative
expenses for the six and three months ended June 30, 2001. EBITDA is not
intended to represent cash flow from operating activities and should not be
considered as an alternative to net income or loss (as determined in
conformity with generally accepted accounting principles) as an indicator
of the Company's operating performance or to cash flows as a measure of
liquidity. The Company believes EBITDA is a standard measure commonly
reported and widely used by analysts, investors and other interested
parties in the media industry. Accordingly, this information has been
disclosed herein to permit a more complete comparative analysis of the
Company's operating performance relative to other companies in its
industry. EBITDA is presented herein to provide the reader a proxy for
future ongoing liquidity and should not be considered in isolation or as a
substitute for other measures of financial performance or liquidity. The
primary difference between EBITDA and net cash used in operating activities
relates to changes in working capital requirements and payments made for
interest and income taxes. Additionally, EBITDA may not be available for
the Company's discretionary use as there are requirements to redeem
preferred stock and repay debt, among other payments. EBITDA as presented
may not be comparable to similarly titled measures reported by other
companies, since not all companies necessarily calculate EBITDA in
identical manners, and therefore, is not necessarily an accurate measure of
comparison between companies.
(2) Includes the reversal of a $4,000 sales tax accrual that was no longer
required. The reversal was recorded during the three months ended March 31,
2001.
17. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT
The information that follows presents condensed consolidating financial
information as of June 30, 2002 and December 31, 2001 and for the six months
ended June 30, 2002 and 2001 for a) PRIMEDIA Inc. (as the Issuer), b) the
guarantor subsidiaries, which are with limited exceptions the restricted
subsidiaries, represent the core PRIMEDIA businesses and excludes investment and
other development properties included in the unrestricted category, c) the
non-guarantor subsidiaries (primarily representing Internet assets and
businesses, new launches and other properties under evaluation for turnaround or
shutdown and foreign subsidiaries), which are with limited exceptions the
unrestricted subsidiaries, d) elimination entries and e) the Company on a
consolidated basis. Certain businesses, which were included as either guarantor
or non-guarantor subsidiaries as of June 30, 2001 have been reclassified as of
June 30, 2002.
The condensed consolidating financial information includes certain
allocations of revenues, expenses, assets and liabilities based on
management's best estimates which are not necessarily indicative of financial
position, results of operations and cash flows that these entities would have
achieved on a stand-alone basis and should be read in conjunction with the
consolidated financial statements of the Company. The intercompany receivable
and payable balances in the accompanying condensed consolidating balance
sheets includes cash management activities, management fees, cross
promotional activities and other intercompany charges between Corporate and
the business units and among the business units. Such intercompany balances
are eliminated in consolidation. The non-guarantor subsidiary results of
operations include: Internet assets and businesses, new launches and other
properties under evaluation for turnaround or shutdown and foreign
subsidiaries. The expenses described above are billed, by the Company, at
what the Company believes are market rates. All intercompany related
activities are eliminated in consolidation.
17. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT (CONTINUED)
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
(UNAUDITED)
June 30, 2002
(dollars in thousands)
PRIMEDIA Inc.
Guarantor Non-Guarantor and
PRIMEDIA Inc. Subsidiaries Subsidiaries Eliminations Subsidiaries
-----------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 8,824 $ 9,105 $ 1,666 $ - $ 19,595
Accounts receivable, net 363 212,469 20,072 - 232,904
Intercompany receivables 1,609,304 592,931 (31,090) (2,171,145) -
Inventories, net - 26,322 1,858 - 28,180
Prepaid expenses and other 4,585 33,033 3,253 - 40,871
-----------------------------------------------------------------------------------
Total current assets 1,623,076 873,860 (4,241) (2,171,145) 321,550
Property and equipment, net 6,818 103,738 43,891 - 154,447
Investment in and advances to subsidiaries 1,144,087 - - (1,144,087) -
Other intangible assets, net 1,075 463,111 23,690 - 487,876
Goodwill, net (6,077) 1,346,348 89,701 - 1,429,972
Other investments 34,867 - 3,271 - 38,138
Other non-current assets 869 64,723 5,669 - 71,261
-----------------------------------------------------------------------------------
$ 2,804,715 $ 2,851,780 $ 161,981 $ (3,315,232) $ 2,503,244
===================================================================================
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable $ 7,454 $ 81,226 $ 21,236 $ - $ 109,916
Intercompany payables 801,955 914,115 455,075 (2,171,145) -
Accrued interest payable 28,635 (339) 339 - 28,635
Accrued expenses and other 86,407 112,324 22,725 - 221,456
Deferred revenues 39,258 185,913 (14,409) - 210,762
Current maturities of long-term debt 6,537 3,286 7 - 9,830
-----------------------------------------------------------------------------------
Total current liabilities 970,246 1,296,525 484,973 (2,171,145) 580,599
-----------------------------------------------------------------------------------
Long-term debt 1,878,291 23,008 - - 1,901,299
-----------------------------------------------------------------------------------
Intercompany notes payable - 2,546,244 737,493 (3,283,737) -
-----------------------------------------------------------------------------------
Deferred revenues 1,953 39,899 - - 41,852
-----------------------------------------------------------------------------------
Deferred income taxes 64,500 - - - 64,500
-----------------------------------------------------------------------------------
Other non-current liabilities 214 24,339 930 - 25,483
-----------------------------------------------------------------------------------
Exchangeable preferred stock 493,839 - - - 493,839
-----------------------------------------------------------------------------------
Shareholders' deficiency:
Series J convertible preferred stock 135,036 - - - 135,036
Common stock 2,648 - - - 2,648
Additional paid-in capital 2,328,111 - - - 2,328,111
Accumulated deficit (2,984,152) (1,077,940) (1,061,321) 2,139,261 (2,984,152)
Accumulated other comprehensive loss (99) (5) (94) 99 (99)
Unearned compensation (8,029) (290) - 290 (8,029)
Common stock in treasury, at cost (77,843) - - - (77,843)
-----------------------------------------------------------------------------------
Total shareholders' deficiency (604,328) (1,078,235) (1,061,415) 2,139,650 (604,328)
-----------------------------------------------------------------------------------
$ 2,804,715 $ 2,851,780 $ 161,981 $ (3,315,232) $ 2,503,244
===================================================================================
17. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT (CONTINUED)
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(UNAUDITED)
For the Six Months Ended June 30, 2002
(dollars in thousands)
PRIMEDIA Inc.
Guarantor Non-Guarantor and
PRIMEDIA Inc. Subsidiaries Subsidiaries Eliminations Subsidiaries
-----------------------------------------------------------------------
Sales, net $ 473 $ 769,520 $ 125,371 $ (65,174) $ 830,190
Operating costs and expenses:
Cost of goods sold - 209,458 54,134 (65,174) 198,418
Marketing and selling 28 123,556 51,831 - 175,415
Distribution, circulation and fulfillment - 106,282 42,507 - 148,789
Editorial - 53,101 24,189 - 77,290
Other general expenses 1,462 88,030 30,677 - 120,169
Corporate administrative expenses (excluding
non-cash compensation) 11,533 - 4,919 - 16,452
Depreciation of property and equipment 1,203 18,907 12,164 - 32,274
Amortization of intangible assets and other 375 33,807 6,430 - 40,612
Non-cash compensation and non-recurring charges 4,434 - 3,312 - 7,746
Provision for severance, closures and restructuring
related costs 16,447 7,976 670 - 25,093
(Gain) Loss on sales of businesses and other, net (98) (504) 2,733 - 2,131
-----------------------------------------------------------------------
Operating income (loss) (34,911) 128,907 (108,195) - (14,199)
Other income (expense):
Provision for the impairment of investments (5,372) - (2,185) - (7,557)
Interest expense (69,194) (1,673) (947) - (71,814)
Amortization of deferred financing costs - (1,720) (2) - (1,722)
Equity in losses of subsidiaries (104,193) - - 104,193 -
Intercompany management fees and interest 106,395 (106,395) - - -
Other, net (2,154) 1,626 (1,142) - (1,670)
-----------------------------------------------------------------------
Income (loss) from continuing operations before
income taxes (109,429) 20,745 (112,471) 104,193 (96,962)
Deferred provision for income taxes (64,500) - - - (64,500)
-----------------------------------------------------------------------
Income (loss) from continuing operations (173,929) 20,745 (112,471) 104,193 (161,462)
Discontinued operations - 9,068 - - 9,068
Cumulative effect of a change in accounting principle - (21,535) - - (21,535)
-----------------------------------------------------------------------
Net Income (loss) $ (173,929) $ 8,278 $ (112,471) $ 104,193 $ (173,929)
=======================================================================
17. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT (CONTINUED)
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Six Months Ended June 30, 2002
(dollars in thousands)
PRIMEDIA Inc.
Guarantor Non-Guarantor and
PRIMEDIA Inc. Subsidiaries Subsidiaries Eliminations Subsidiaries
-----------------------------------------------------------------------
OPERATING ACTIVITIES:
Net income (loss) $ (173,929) $ 8,278 $ (112,471) $ 104,193 $ (173,929)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities 76,842 169,726 25,964 (104,193) 168,339
Changes in operating assets and liabilities 21,608 (7,657) (18,265) - (4,314)
-----------------------------------------------------------------------
Net cash provided by (used in) operating
activities (75,479) 170,347 (104,772) - (9,904)
-----------------------------------------------------------------------
INVESTING ACTIVITIES:
Additions to property, equipment and other, net (1,388) (5,172) (12,568) - (19,128)
Proceeds from sales of businesses and other, net 420 86,896 (61) - 87,255
(Payments) for businesses acquired, net of cash
acquired - (2,558) (141) - (2,699)
Payments for other investments (691) 96 (143) - (738)
-----------------------------------------------------------------------
Net cash provided by (used in) investing
activities (1,659) 79,262 (12,913) - 64,690
-----------------------------------------------------------------------
FINANCING ACTIVITIES:
Intercompany activity 134,939 (251,297) 116,358 - -
Borrowings under credit agreements 213,465 - - - 213,465
Repayments of borrowings under credit agreements (254,465) - - - (254,465)
Proceeds from issuances of common stock, net 891 - - - 891
Dividends paid to preferred stock shareholders (26,263) - - - (26,263)
Deferred financing costs paid (52) - - - (52)
Other (31) (2,464) 140 - (2,355)
-----------------------------------------------------------------------
Net cash provided by (used in) financing
activities 68,484 (253,761) 116,498 - (68,779)
-----------------------------------------------------------------------
Decrease in cash and cash equivalents (8,654) (4,152) (1,187) - (13,993)
Cash and cash equivalents, beginning of period 17,478 13,257 2,853 - 33,588
-----------------------------------------------------------------------
Cash and cash equivalents, end of period $ 8,824 $ 9,105 $ 1,666 $ - $ 19,595
=======================================================================
17. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT (CONTINUED)
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
(UNAUDITED)
December 31, 2001
(dollars in thousands)
PRIMEDIA Inc.
Guarantor Non-Guarantor and
PRIMEDIA Inc. Subsidiaries Subsidiaries Eliminations Subsidiaries
-----------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 17,478 $ 13,257 $ 2,853 $ - $ 33,588
Accounts receivable, net 991 241,817 32,896 - 275,704
Intercompany receivables 852,188 486,870 78,932 (1,417,990) -
Inventories, net - 31,986 2,078 - 34,064
Prepaid expenses and other 8,849 45,371 10,392 - 64,612
-----------------------------------------------------------------------
Total current assets 879,506 819,301 127,151 (1,417,990) 407,968
Property and equipment, net 6,590 109,909 53,735 - 170,234
Investment in and advances to subsidiaries 1,233,308 - - (1,233,308) -
Other intangible assets, net 1,451 569,397 34,249 - 605,097
Goodwill, net (6,077) 1,331,633 99,074 - 1,424,630
Other investments 39,777 - 6,216 - 45,993
Other non-current assets (106) 76,491 1,700 - 78,085
-----------------------------------------------------------------------
$ 2,154,449 $ 2,906,731 $ 322,125 $ (2,651,298) $ 2,732,007
=======================================================================
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable $ 2,510 $ 115,122 $ 17,870 $ - $ 135,502
Intercompany payables - 986,891 431,099 (1,417,990) -
Accrued interest payable 33,568 - - - 33,568
Accrued expenses and other 70,458 119,451 53,357 - 243,266
Deferred revenues 37,346 175,110 (4,830) - 207,626
Current maturities of long-term debt 4,319 3,934 12 - 8,265
-----------------------------------------------------------------------
Total current liabilities 148,201 1,400,508 497,508 (1,417,990) 628,227
-----------------------------------------------------------------------
Long-term debt 1,921,305 24,326 - - 1,945,631
-----------------------------------------------------------------------
Intercompany notes payable - 2,491,381 781,349 (3,272,730) -
-----------------------------------------------------------------------
Deferred revenues 2,578 46,438 - - 49,016
-----------------------------------------------------------------------
Other non-current liabilities - 25,464 1,304 - 26,768
-----------------------------------------------------------------------
Exchangeable preferred stock 562,957 - - - 562,957
-----------------------------------------------------------------------
Shareholders' deficiency:
Series J convertible preferred stock 122,015 - - 122,015
Common stock 2,509 - - - 2,509
Additional paid-in capital 2,258,932 - - - 2,258,932
Accumulated deficit (2,772,201) (1,081,036) (957,817) 2,038,853 (2,772,201)
Accumulated other comprehensive loss (2,122) (350) (219) 569 (2,122)
Unearned compensation (11,882) - - - (11,882)
Common stock in treasury, at cost (77,843) - - - (77,843)
-----------------------------------------------------------------------
Total shareholders' deficiency (480,592) (1,081,386) (958,036) 2,039,422 (480,592)
-----------------------------------------------------------------------
$ 2,154,449 $ 2,906,731 $ 322,125 $ (2,651,298) $ 2,732,007
=======================================================================
17. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT (CONTINUED)
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(UNAUDITED)
For the Six Months Ended June 30, 2001
(dollars in thousands)
PRIMEDIA Inc.
Guarantor Non-Guarantor and
PRIMEDIA Inc. Subsidiaries Subsidiaries Eliminations Subsidiaries
-----------------------------------------------------------------------
Sales, net $ - $ 801,483 $ 63,162 $ (33,713) $ 830,932
Operating costs and expenses:
Cost of goods sold - 189,697 49,664 (33,565) 205,796
Marketing and selling - 176,224 33,479 - 209,703
Distribution, circulation and fulfillment - 122,429 1,998 - 124,427
Editorial - 68,756 7,278 - 76,034
Other general expenses - 93,508 29,073 - 122,581
Corporate administrative expenses (excluding
non-cash compensation) 15,636 - 602 (148) 16,090
Depreciation of property and equipment 777 19,193 10,586 - 30,556
Amortization of intangible assets, goodwill and other 267 54,439 61,724 - 116,430
Non-cash compensation and non-recurring charges 11,924 803 - - 12,727
Provision for severance, closures and restructuring
related costs 5,207 3,489 3,806 - 12,502
(Gain) loss on sales of businesses and other, net - (785) 283 - (502)
-----------------------------------------------------------------------
Operating income (loss) (33,811) 73,730 (135,331) - (95,412)
Other income (expense):
Provision for the impairment of investments (22,674) - (8,133) - (30,807)
Interest expense (65,261) (1,588) - - (66,849)
Amortization of deferred financing costs (73) (8,990) - - (9,063)
Equity in losses of subsidiaries (182,245) - - 182,245 -
Intercompany management fees and interest 103,781 (103,781) - - -
Other, net (25,205) (1,461) (661) - (27,327)
-----------------------------------------------------------------------
Loss from continuing operations (225,488) (42,090) (144,125) 182,245 (229,458)
Discontinued operations - 3,970 - - 3,970
-----------------------------------------------------------------------
Net loss $ (225,488) $ (38,120) $ (144,125) $ 182,245 $ (225,488)
=======================================================================
17. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT (CONTINUED)
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Six Months Ended June 30, 2001
(dollars in thousands)
PRIMEDIA Inc.
Guarantor Non-Guarantor and
PRIMEDIA Inc. Subsidiaries Subsidiaries Eliminations Subsidiaries
---------------------------------------------------------------------------
OPERATING ACTIVITIES:
Net loss $ (225,488) $ (38,120) $ (144,125) $ 182,245 $ (225,488)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities: 140,498 149,430 74,336 (182,245) 182,019
Changes in operating assets and liabilities: (17,401) (61,397) (17,490) - (96,288)
---------------------------------------------------------------------------
Net cash provided by (used in) operating
activities (102,391) 49,913 (87,279) - (139,757)
---------------------------------------------------------------------------
Investing activities:
Additions to property, equipment and other, net (486) (11,150) (14,478) - (26,114)
Proceeds from sales of businesses and other, net - 6,731 - - 6,731
(Payments) for businesses acquired, net of cash
acquired - (23,542) 110,528 - 86,986
Payments for other investments (10,055) (342) - - (10,397)
---------------------------------------------------------------------------
Net cash provided by (used in) investing
activities (10,541) (28,303) 96,050 - 57,206
---------------------------------------------------------------------------
Financing activities:
Intercompany activity 30,786 (22,428) (8,358) - -
Borrowings under credit agreements 991,800 - - - 991,800
Repayments of borrowings under credit agreements (1,363,800) - - - (1,363,800)
Proceeds from issuance of 8 7/8% Senior Notes, net 492,685 - - - 492,685
Payments of acquisition obligation (3,310) (5,523) - - (8,833)
Proceeds from issuances of common stock, net 5,063 - - - 5,063
Dividends paid to preferred stock shareholders (26,531) - - - (26,531)
Deferred financing costs paid (15,650) - - - (15,650)
Other (110) (2,374) (89) - (2,573)
---------------------------------------------------------------------------
Net cash provided by (used in) financing activities 110,933 (30,325) (8,447) - 72,161
---------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents (1,999) (8,715) 324 - (10,390)
Cash and cash equivalents, beginning of period 5,536 17,093 1,061 - 23,690
---------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 3,537 $ 8,378 $ 1,385 $ - $ 13,300
===========================================================================
37
18. SUBSEQUENT EVENTS
In July 2002, the Company exchanged shares of its Series D Exchangeable
Preferred Stock having an aggregate redemption value of $4,000, for 770,054
common shares. This is part of the Company's authorized program to exchange up
to approximately $165,000 in redemption value of its exchangeable preferred
stock. To date, the Company has exchanged exchangeable preferred stock having a
redemption value of $75,441. From time to time the Company may consider buying
back, in the open market or in private transactions, its securities, including
senior notes.
In July 2002, ABRA III LLC, an investment vehicle managed by KKR, purchased on
the open market 189,606 shares of the Series D Exchangeable Preferred Stock,
216,500 shares of the Series F Exchangeable Preferred Stock, and 548,331 shares
of the Series H Exchangeable Preferred Stock. The various classes of
Exchangeable Preferred Stock were acquired for cash at an aggregate purchase
price of approximately $30,500.
In August 2002, the Company completed the sale of CHICAGO magazine for $35,000
in cash to an affiliate of the Chicago Tribune Company. Proceeds from the sale
exceeded its net carrying value and have been used to pay down borrowings under
the credit facilities. In accordance with SFAS 144, the operating results of
CHICAGO magazine will be reclassified to discontinued operations effective
during the third quarter of 2002. CHICAGO magazine, part of the Consumer
segment, had sales of $6,568 and $7,538 and operating income of $402 and $1,170
for the six months ended June 30, 2002 and 2001, respectively, and sales of
$3,681 and $3,958 and operating income of $504 and $569 for the three months
ended June 30, 2002 and 2001, respectively.
In August 2002, the Company purchased $4,325 of the 10 1/4% Senior Notes on the
open market, for cash of $3,741, plus accrued interest. The Company has
authority to expend up to $10,000 of the purchase for its senior notes, in
private or public transactions.
38
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
PRIMEDIA Inc., together with its subsidiaries, is herein referred to as either
"PRIMEDIA" or the "Company."
The following discussion and analysis of the Company's unaudited consolidated
financial condition and results of consolidated operations should be read in
conjunction with the unaudited condensed consolidated financial statements and
notes thereto. The Company's two segments are consumer and business-to-business.
The Company's consumer segment produces and distributes content for various
niche consumer markets through magazines, guides, videos and over the Internet.
The consumer segment includes the Consumer Magazine and Media Group, Consumer
Guides, PRIMEDIA Television and About.com, Inc.("About").
The Company's business-to-business segment produces and distributes content via
magazines, books, video, exhibits, the internet, and databases to business
professionals in such fields as communications, agriculture, professional
services, media, transportation and healthcare. The business-to-business segment
includes the Business Magazines & Media Group, PRIMEDIA Workplace Learning and
PRIMEDIA Information.
Corporate represents items not allocated to other business segments such as
general corporate administration.
Eliminations represent charges for intercompany content and brand licensing,
advertising and other services, which are billed at what management believes are
prevailing market rates. These charges, which represent transactions between
operating units within the same business segment or transactions between
operating units in different business segments, are eliminated in consolidation.
Management believes a meaningful comparison of the results of operations for the
six and three months ended June 30, 2002 and 2001 is obtained by using the
segment information and by presenting results from continuing businesses
("Continuing Businesses") which exclude the results of the non-core businesses
("Non-Core Businesses"). The Non-Core Businesses are those businesses that have
been divested, discontinued or that management is evaluating for turnaround or
shutdown. The Non-Core Businesses include: QWIZ, Inc. (divested in April 2001),
Bacons (divested in November 2001) and certain titles of The Business Magazines
& Media Group and The Consumer Magazines & Media Group which are discontinued or
will be divested. In addition, the Company has restructured or consolidated
several new media properties, whose value can be realized with far greater
efficiency by having select functions absorbed by the core operations and has
included these properties in Non-Core Businesses. It is management's intention
that businesses designated as Non-Core Businesses will be classified as such for
short periods of time, generally not to exceed one year. Subsequent to the first
quarter of 2002, the Company has not classified any additional businesses as
Non-Core Businesses. In addition, in the future, the Company will not classify
any additional businesses as Non-Core Businesses. The information presented
below includes certain intercompany transactions and is therefore not
necessarily indicative of the results had the operations existed as stand-alone
businesses. These intercompany transactions are eliminated in consolidation. In
the ordinary course of business, corporate administrative costs of approximately
$1,900 and $5,100 were allocated to the Non-Core Businesses during the six
months ended June 30, 2002 and 2001, respectively, and $800 and $2,400 were
allocated to the Non-Core Businesses during the three months ended June 30, 2002
and 2001, respectively. The Company believes that most of these costs, many of
which are volume driven, such as the processing of payables and payroll, will be
permanently reduced upon the shutdown or divestiture of the Non-Core Businesses.
The Company has reclassified certain product lines as Non-Core Businesses and in
certain instances has restated prior periods accordingly. The Company believes
that the amounts that have not been restated are not significant.
39
EBITDA represents earnings before interest, taxes, depreciation, amortization
and other (income) charges ("EBITDA"). Other (income) charges include
non-cash compensation and non-recurring charges, provision for severance,
closures and restructuring related costs and (gain) loss on the sale of
businesses and other, net. EBITDA is not intended to represent cash flow from
operating activities and should not be considered as an alternative to net
income or loss (as determined in conformity with generally accepted
accounting principles) as an indicator of the Company's operating performance
or to cash flows as a measure of liquidity. The Company believes EBITDA is a
standard measure commonly reported and widely used by analysts, investors and
other interested parties in the media industry. Accordingly, this information
has been disclosed herein to permit a more complete comparative analysis of
the Company's operating performance relative to other companies in its
industry. EBITDA is presented herein to provide the reader a proxy for future
ongoing liquidity and should not be considered in isolation or as a
substitute for other measures of financial performance or liquidity. The
primary difference between EBITDA and net cash used in operating activities
relates to changes in working capital requirements and payments made for
interest and income taxes. Additionally, EBITDA may not be available for the
Company's discretionary use as there are requirements to redeem preferred
stock and repay debt, among other payments. EBITDA as presented may not be
comparable to similarly titled measures reported by other companies, since
not all companies necessarily calculate EBITDA in identical manners, and
therefore, is not necessarily an accurate measure of comparison between
companies.
PRIMEDIA Inc. and Subsidiaries
Unaudited Results of Consolidated Operations
(dollars in thousands)
Six Months Ended Three Months Ended
June 30, June 30,
2002 2001 2002 2001
------------ ------------ ------------ ------------
Sales, Net:
Continuing Businesses:
Consumer $ 694,406 $ 593,637 $ 353,011 $ 304,743
Business-to-business 187,467 229,074 97,554 113,411
Eliminations (65,174) (30,638) (30,529) (15,721)
------------ ------------ ------------ ------------
Subtotal 816,699 792,073 420,036 402,433
Non-Core Businesses 13,491 38,859 2,517 17,471
------------ ------------ ------------ ------------
Total $ 830,190 $ 830,932 $ 422,553 $ 419,904
============ ============ ============ ============
EBITDA:
Continuing Businesses:
Consumer $ 97,579 $ 75,430 $ 57,852 $ 39,581
Business-to-business 16,799 39,784 15,932 19,779
Corporate (17,468) (16,238) (8,662) (8,008)
------------ ------------ ------------ ------------
Subtotal 96,910 98,976 65,122 51,352
Non-Core Businesses (3,253) (18,371) (1,380) (6,848)
------------ ------------ ------------ ------------
Total $ 93,657 $ 80,605 $ 63,742 $ 44,504
============ ============ ============ ============
Operating Income (Loss):
Continuing Businesses:
Consumer $ 37,811 $ (42,108) $ 30,121 $ (38,700)
Business-to-business (5,746) 6,790 5,259 3,308
Corporate (39,928) (34,697) (21,370) (21,273)
------------ ------------ ------------ ------------
Subtotal (7,863) (70,015) 14,010 (56,665)
Non-Core Businesses (6,336) (25,397) (4,082) (10,081)
------------ ------------ ------------ ------------
Total (14,199) (95,412) 9,928 (66,746)
Other Expense:
Provision for the impairment of investments (7,557) (30,807) (4,098) (27,559)
Interest expense (71,814) (66,849) (36,246) (33,692)
Amortization of deferred financing costs (1,722) (9,063) (772) (8,050)
Other, net (1,670) (27,327) 167 (7,887)
------------ ------------ ------------ ------------
Loss from continuing operations before income taxes (96,962) (229,458) (31,021) (143,934)
Deferred provision for income taxes (64,500) - (6,500) -
------------ ------------ ------------ ------------
Loss from continuing operations (161,462) (229,458) (37,521) (143,934)
Discontinued operations 9,068 3,970 3,125 4,254
Cumulative effect of a change in accounting principle
(from the adoption of Statement of Financial
Accounting Standards No. 142) (21,535) - - -
------------ ------------ ------------ ------------
Net loss $ (173,929) $ (225,488) $ (34,396) $ (139,680)
============ ============ ============ ============
41
SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SIX MONTHS ENDED JUNE 30, 2001
CONSOLIDATED RESULTS:
Sales from Continuing Businesses increased 3.1% to $ $816,699 in 2002 from $
792,073 in 2001, due to growth in the consumer segment of $100,769 partially
offset by a decline in the business-to-business segment of $41,607, further
detailed below. Total sales, including Continuing and Non-Core Businesses,
decreased 0.1% to $830,190 in 2002 from $830,932 in 2001. The adoption of
Emerging Issues Task Force ("EITF") Consensus No. 00-25, "Vendor Income
Statement Characterization of Consideration Paid to a Reseller of the
Vendor's Products," and EITF Consensus No. 01-9, "Accounting for
Consideration Given by a Vendor to a Customer (Including a Reseller of the
Vendor's Products)" resulted in a net reclassification of product placement
costs previously classified as distribution, circulation and fulfillment
expense on the condensed statements of consolidated operations, to reductions
of sales from such activities. The change in classification had no impact on
the Company's results of operations, cash flows or financial position. The
reclassification resulted in a net decrease in sales and a corresponding
decrease in operating expenses of $10,765 and $9,670 for the six months ended
June 30, 2002 and 2001, respectively.
During 2002 and 2001, the Company entered various assets-for-equity
transactions, some of which also included cash consideration. The non-cash
consideration was comprised of advertising, content licensing and other services
to be rendered by the Company in exchange for equity in these entities. The
Company recognizes these amounts as revenue in accordance with the Company's
revenue recognition policies. Revenue recognized in connection with these
assets-for-equity transactions was $4,531 and $46,862 during the six months
ended June 30, 2002 and 2001, respectively. In addition, for the six months
ended June 30, 2002 and 2001, revenue from barter transactions was approximately
$8,900 and $ 26,000, respectively, with equal related expense amounts in each
period.
EBITDA from Continuing Businesses decreased 2.1% to $96,910 in 2002 from $98,976
in 2001, due to a decrease of $22,985 related to the business-to-business
segment, an increase in corporate expenses of $1,230, partially offset by an
increase in the consumer segment of $22,149, further detailed below. It is
management's belief that results during the remainder of 2002 will benefit from
seasonally stronger operating results as well as anticipated cost savings from
previously enacted cost cutting initiatives. The Company has taken cost cutting
actions during the past year which the Company believes will result in
approximately $80,000 in total cost reductions for the full year 2002 over 2001.
Total EBITDA, including Continuing and Non-Core Businesses, increased 16.2% to
$93,657 in 2002 from $80,605 in 2001 primarily due to a decline in the EBITDA
losses of the non-core segment.
Operating loss from Continuing Businesses was $7,863 in 2002 compared to
$70,015 in 2001. This decrease in operating loss was primarily due to a
decrease in EBITDA from Continuing Businesses of $2,066, which was offset by
a decrease in amortization expense of $78,776 primarily due to the adoption
of Statement of Financial Accounting Standards ("SFAS") No. 142 "Goodwill and
Other Intangible Assets," which eliminated the amortization of goodwill and
indefinite lived intangibles. In addition, there was an increase of $12,591
related to provisions for severance, closures and restructuring related
costs, and a decrease of $4,981 related to non-cash compensation expense in
connection with an acquisition. Total operating loss, including Continuing
and Non-Core Businesses, was $14,199 in 2002 compared to $95,412 in 2001.
Interest expense increased by $4,965 or 7.4% in 2002 compared to 2001. This
increase is due to borrowings of $265,000 under the bank credit facilities to
partially finance the EMAP Inc. ("EMAP") acquisition. This increase was
partially offset by the Company's use of divestiture proceeds of
approximately $185,000, generated in the last twelve months.
During the first six months of 2002, the Company recorded $64,500 of non-cash
deferred income tax expense related to the adoption of SFAS 142. Of the total
expense, $52,000 was recorded on January 1, 2002 to increase the valuation
allowance related to the Company's net operating losses. Historically, the
Company did not need a valuation allowance for the portion of the net operating
losses equal to the amount of tax-deductible goodwill and trademark amortization
expected to occur during the carry forward period of the net operating losses
based on the timing of the reversal of these
42
taxable temporary differences. As a result of the adoption of SFAS 142,
amortization will not occur during the carry forward period of the net operating
losses. In addition, since amortization of tax deductible goodwill and
trademarks ceased on January 1, 2002, the Company also recorded an additional
$12,500 to increase the valuation allowance for the six months ended June 30,
2002 as the Company has deferred tax liabilities that arise due to the fact that
the taxable temporary differences related to these assets will not reverse prior
to the expiration period of the Company's deductible temporary differences
unless the related assets are sold or an impairment of the assets is recorded.
The Company expects that it will record an additional $12,500 to increase the
valuation allowance during the six months of 2002, before considering
the impact of any goodwill impairment. Lastly, during 2002, the Company recorded
a cumulative effect of a change in accounting principle of approximately
$21,535, which is a result of the impairment of certain indefinite lived
intangible assets (trademarks) required to be assessed for impairment in the
first quarter of 2002, in accordance with SFAS 142.
In addition, during 2002, the Company completed the sales of the Modern Bride
Group ("MBG") and ExitInfo and, as a result of adopting SFAS 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets," reclassified the
financial results of the divested units into discontinued operations on the
condensed statements of consolidated operations for the six months ended June
30, 2002 and 2001. SFAS 144 requires sales or disposals of long-lived assets
that meet the criteria of SFAS 144, to be classified, on the statement of
operations, as discontinued operations and to restate prior periods
accordingly.
CONSUMER SEGMENT:
Consumer Segment (including Consumer Magazine and Media Group, Consumer Guides,
PRIMEDIA Television and About):
Sales from Continuing Businesses increased 17.0% to $694,406 in 2002 from
$593,637 in 2001, before intercompany eliminations. This increase was due
primarily to the acquisitions of EMAP ($139,915) whose results are included for
periods subsequent to its acquisition partially offset by declines at certain
broadreach titles and certain enthusiast publications ($24,173) and net declines
at various other Consumer Segment units primarily due to industry-wide
advertising softness. The impact of the continuing industry-wide weakness in
advertising is particularly felt at the Company's Broadreach Magazine Group,
Channel One Network and certain enthusiast publications. Intercompany
eliminations of $49,646 in 2002 and $25,077 in 2001, represent intersegment and
intrasegment sales which are eliminated in consolidation. New media sales from
Continuing Businesses decreased 8.9% to $43,152 in 2002 from $47,386 in 2001,
primarily due to decreases at About, which more than offset organic growth at
apartmentguide.com. The declines at About primarily relate to the Company's
reduction in certain "non-cash" revenue items such as barter and
assets-for-equity. These new media sales include the allocation of bundled
revenues (print and online billed together) and various intercompany
transactions, which are eliminated in consolidation. As a result, the new media
sales from Continuing Businesses are not necessarily indicative of the results
had the new media businesses been operated as stand-alone operations. Total
Consumer Segment sales, including Continuing and Non-Core Businesses, for the
six months ended June 30, 2002 and 2001 reflects a reclassification related to
the adoption of EITF 00-25 and EITF 01-9. The adoption of these pronouncements
resulted in a reduction of sales, net of $10,765 and $9,670, and a corresponding
reduction of distribution, circulation and fulfillment expense on the condensed
statements of consolidated operations for the six months ended June 30, 2002 and
2001, respectively. Revenue recognized in connection with assets-for-equity
transactions was $2,278 and $39,869 for the six months ended June 30, 2002 and
2001, respectively. For the six months ended June 30, 2002 and 2001, revenue
from barter transactions was approximately $5,200 and $20,000, respectively,
with equal related expense amounts in each period.
EBITDA from Continuing Businesses increased 29.4% to $97,579 in 2002 from
$75,430 in 2001. This increase was due primarily to the acquisition of EMAP
($26,875) whose results are included for periods subsequent to its acquisition
date partially offset by net decreases in EBITDA at various Consumer Segment
units, primarily due to industry-wide advertising softness and reduced newsstand
sales. The EBITDA margin increased to 14.1% in 2002 compared to 12.7% in 2001
primarily due to cost cutting measures enacted during 2002 and 2001.
43
During the six months ended June 30, 2002, the Company completed the sale of the
MBG, which includes MODERN BRIDE plus 16 regional bridal magazines, and
ExitInfo. In accordance with SFAS 144, the operating results of these divested
entities have been reclassified to discontinued operations on the condensed
statements of consolidated operations for the six months ended June 30, 2002 and
2001. Sales from Continuing Businesses excludes sales of $13,581 and $31,682
during the six months ended June 30, 2002 and 2001, respectively. EBITDA from
Continuing Businesses excludes EBITDA gains (losses) of $(350) and $5,572 during
the six months ended June 30, 2002 and 2001, respectively. For the year ended
December 31, 2001, sales and EBITDA from all the divested units were $61,942 and
$8,644, respectively, including the impact of approximately $3,400 of sales from
assets-for equity transactions.
Operating income (loss) from Continuing Businesses, was $37,811 in 2002 compared
to $(42,108) in 2001. The increase in operating income was attributable to the
increase in EBITDA and a decrease in amortization expense ($65,416) primarily
due to the adoption of SFAS 142 which eliminated the amortization of goodwill
and indefinite lived intangibles partially offset by an increase in non-cash
compensation expense in connection with the merger with About ($3,256).
BUSINESS-TO-BUSINESS:
Business-to-Business Segment (including Business Magazines and Media Group,
Workplace Learning and PRIMEDIA Information):
Sales from Continuing Businesses decreased 18.2% to $187,467 in 2002 from
$229,074 in 2001, before intercompany eliminations. This decrease was due
primarily to industry advertising softness at certain business-to-business
magazines and the timing of trade shows ($33,092), as well as net revenue
declines at other business-to-business units. Intercompany eliminations of
$15,528 in 2002 and $5,561 in 2001, represent intersegment and intrasegment
sales which are eliminated in consolidation. New media sales from Continuing
Businesses increased 19.7% to $7,680 in 2002 from $6,417 in 2001. These new
media sales include various intercompany transactions, which are eliminated
in consolidation. As a result, the new media sales from Continuing Businesses
are not necessarily indicative of the results had the new media businesses
been operated as stand-alone operations. Revenue recognized in connection
with assets-for-equity transactions was $2,253 and $6,993 for the six months
ended June 30, 2002 and 2001, respectively. For the six months ended June 30,
2002 and 2001, revenue from barter transactions was approximately $3,700 and
$6,000, respectively, with equal related expense amounts in each year.
EBITDA from Continuing Businesses decreased 57.8% to $16,799 in 2002 from
$39,784 in 2001. This decrease was due primarily to weakness at the Business
Magazines & Media Group ($18,347) and PRIMEDIA Workplace Learning ($3,972). The
decline at PRIMEDIA Workplace Learning was attributable to the fact that 2001
results include the reversal, for a sales tax accrual that was no longer
required. The EBITDA margin decreased to 9.0% in 2002 compared to 17.4% in 2001
primarily due to softness in business-to-business advertising partially offset
by cost cutting measures, including significant staff reductions in the Business
Magazines and Media Group.
Operating income (loss) from Continuing Businesses, was $(5,746) in 2002
compared to $6,790 in 2001. The decrease in operating income was attributable to
the decrease in EBITDA partially offset by a decrease in amortization expense
($8,626) primarily due to the adoption of SFAS 142 which eliminated the
amortization of goodwill and indefinite lived intangibles.
CORPORATE:
Corporate expenses increased to $17,468 in 2002 from $16,238 in 2001. This
increase was entirely due to certain incremental technology and consulting
costs relating to cost saving actions.
Corporate operating loss increased to $39,928 in 2002 from $34,697 in 2001.
Operating loss includes $4,434 and $11,924 of non-cash compensation and
non-recurring charges during the six months ended June 30, 2002 and 2001,
respectively,
44
representing executive compensation in the form of stock and option grants and
the extension of certain stock option expiration periods. In addition, the
operating loss includes, provisions for severance, closures and restructuring
related costs of $16,447 and $5,207 during the six months ended June 30, 2002
and 2001, respectively. The provision for severance, closures and restructuring
related costs is comprised primarily of real estate lease commitments for space
that the Company no longer occupies.
NON-CORE BUSINESSES:
Sales from Non-Core Businesses decreased to $13,491 in 2002 from $38,859 in 2001
due to the completion of certain divestitures.
EBITDA from the Non-Core Businesses was $(3,253) in 2002 compared to
$(18,371) in 2001. Corporate administrative costs of approximately $1,900 and
$5,100 were allocated to the Non-Core Businesses during the six months ended
June 30, 2002 and 2001, respectively. The Company believes that most of these
costs, many of which are volume driven, such as the processing of payables
and payroll, will be permanently reduced or eliminated upon the shutdown or
divestiture of the Non-Core Businesses.
Operating loss from Non-Core Businesses decreased to $6,336 in 2002 from $25,397
in 2001 due to the increase in EBITDA as well as a decrease in depreciation
expense ($3,597) and a decrease in amortization expense ($1,887).
45
THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THREE MONTHS ENDED JUNE 30, 2001:
CONSOLIDATED RESULTS:
Sales from Continuing Businesses increased 4.4% to $420,036 in 2002 from
$402,433 in 2001, due to growth in the consumer segment of $48,268 partially
offset by a decline in the business-to-business segment of $15,857, further
detailed below. Total sales, including Continuing and Non-Core Businesses,
increased .6% to $422,553 in 2002 from $419,904 in 2001. The adoption of EITF
Consensus No. 00-25 and EITF Consensus No. 01-9, resulted in a net
reclassification of product placement costs previously classified as
distribution, circulation and fulfillment expense on the condensed statements
of consolidated operations, to reductions of sales from such activities. The
change in classification had no impact on the Company's results of
operations, cash flows or financial position. The reclassification resulted
in a net decrease in sales and a corresponding decrease in operating expenses
of $5,506 and $4,540 for the three months ended June 30, 2002 and 2001,
respectively.
During 2002 and 2001, the Company entered various assets-for-equity
transactions, some of which also included cash consideration. The non-cash
consideration was comprised of advertising, content licensing and other services
to be rendered by the Company in exchange for equity in these entities. The
Company recognizes these amounts as revenue in accordance with the Company's
revenue recognition policies. Revenue recognized in connection with these
assets-for-equity transactions was $1,695 and $17,954 during the three months
ended June 30, 2002 and 2001, respectively. In addition, for the three months
ended June 30, 2002 and 2001, revenue from barter transactions was approximately
$3,400 and $16,000, respectively, with equal related expense amounts in each
period.
EBITDA from Continuing Businesses increased 26.8% to $65,122 in 2002 from
$51,352 in 2001, due to an increase of $18,271 related to the consumer segment,
partially offset by a decrease in the business-to-business segment of $3,847,
further detailed below. It is management's belief that results during the
remainder of 2002 will benefit from seasonally stronger operating results as
well as anticipated cost savings from previously enacted cost cutting
initiatives. Total EBITDA, including Continuing and Non-Core Businesses,
increased 43.2% to $63,742 in 2002 from $44,504 in 2001 primarily due to an
increase in the consumer segment.
Operating income (loss) from Continuing Businesses was $14,010 in 2002 compared
to $(56,665) in 2001. This increase in operating income was due to a increase in
EBITDA from Continuing Businesses of $13,770 and a decrease in amortization
expense of $57,573 primarily due to the adoption of SFAS No. 142 which
eliminated the amortization of goodwill and indefinite lived intangibles. In
addition, there was an increase of $9,874 related to provisions for severance,
closures and restructuring related costs, and a decrease of $8,106 related to
non-cash compensation and non-recurring charges. Total operating income (loss),
including Continuing and Non-Core Businesses, was $9,928 in 2002 compared to
$(66,746) in 2001.
Interest expense increased by $2,554 or 7.6% in 2002 compared to 2001. This
increase is due to borrowings of $265,000 under the bank credit facilities to
partially finance the EMAP acquisition. This increase was partially offset by
the Company's use of divestiture proceeds of approximately $185,000 generated
in the last twelve months.
During the second quarter of 2002, the Company recorded $6,500 of non-cash
deferred income tax expense related to the adoption of SFAS 142. Historically,
the Company did not need a valuation allowance for the portion of the net
operating losses equal to the amount of tax-deductible goodwill and trademark
amortization expected to occur during the carry forward period of the net
operating losses based on the timing of the reversal of these taxable temporary
differences. As a result of the adoption of SFAS 142, amortization will not
occur during the carry forward period of the net operating losses. Since
amortization of tax deductible goodwill and trademarks ceased on January 1,
2002, the Company recorded an additional $6,500 to increase the valuation
allowance for the three months ended June 30, 2002 as the Company has deferred
tax liabilities that arise due to the fact that the taxable temporary
differences related to these assets will not reverse prior to the expiration
period of the Company's deductible temporary differences unless the related
assets are
46
sold or an impairment of the assets is recorded. The Company expects that it
will record an additional $12,500 to increase the valuation allowance during
the remaining six months of 2002, before considering the impact of any
impairment of goodwill. In addition, during 2002, the Company completed the
sale of the MBG and ExitInfo and, as a result of adopting SFAS 144,
reclassified the financial results of the divested units into discontinued
operations on the condensed statements of consolidated operations for the
three months ended June 30, 2002 and 2001. SFAS 144 requires sales or
disposals of long-lived assets that meet the criteria of SFAS 144, to be
classified, on the statement of operations, as discontinued operations and to
restate prior periods accordingly.
CONSUMER:
Consumer Segment (including Consumer Magazine and Media Group, Consumer Guides,
PRIMEDIA Television and About):
Sales from Continuing Businesses increased 15.8% to $353,011 in 2002 from
$304,743 in 2001, before intercompany eliminations. This increase was due
primarily to the acquisition of EMAP ($73,671) whose results are included for
periods subsequent to its acquisition partially offset by declines at About
($10,255), declines at certain broadreach titles and certain other enthusiast
titles ($8,472) and net declines at various other Consumer Segment units
primarily due to industry-wide advertising softness. The declines at About
primarily relate to the Company's planned reduction in certain "non-cash"
revenue items such as barter and assets-for-equity. Intercompany eliminations
of $24,811 in 2002 and $13,346 in 2001, represent intersegment and
intrasegment sales which are eliminated in consolidation. New media sales
from Continuing Businesses decreased 25.3% to $21,422 in 2002 from $28,690 in
2001, primarily due to decreases at About which more than offset the organic
growth at apartmentguide.com. These new media sales include the allocation of
bundled revenues (print and online billed together) and various intercompany
transactions, which are eliminated in consolidation. As a result, the new
media sales from Continuing Businesses are not necessarily indicative of the
results had the new media businesses been operated as stand-alone operations.
Total Consumer Segment sales, including Continuing and Non-Core Businesses,
for the three months ended June 30, 2002 and 2001 reflects a reclassification
related to the adoption of EITF 00-25 and EITF 01-9. The adoption of these
pronouncements resulted in a reduction of sales, net of $5,506 and $4,540,
and a corresponding reduction of distribution, circulation and fulfillment
expense on the condensed statements of consolidated operations for the three
months ended June 30, 2002 and 2001, respectively. Revenue recognized in
connection with assets-for-equity transactions was $432 and $15,704 for the
three months ended June 30, 2002 and 2001, respectively. For the three months
ended June 30, 2002 and 2001, revenue from barter transactions was
approximately $1,800 and $13,000, respectively, with equal related expense
amounts in each period.
EBITDA from Continuing Businesses increased 46.2% to $57,852 in 2002 from
$39,581 in 2001. This increase was due primarily to the EBITDA increase from the
acquisition of EMAP ($14,754) whose results are included for periods subsequent
to its acquisition date and net increases in EBITDA at various Consumer Segment
units. The EBITDA margin increased to 16.4% in 2002 compared to 13.0% in 2001
primarily due to cost cutting measures enacted during 2002 and 2001.
During the second quarter of 2002, the Company completed the sale of ExitInfo.
In accordance with SFAS 144, the operating results of the divested operating
units have been reclassified to discontinued operations on the condensed
statements of consolidated operations for the three months ended June 30, 2002
and 2001. Sales from Continuing Businesses excludes sales of $4,703 and $20,834
during the second quarter of 2002 and 2001, respectively. EBITDA from Continuing
Businesses excludes EBITDA of $(487) and $5,110 during the second quarter of
2002 and 2001, respectively.
Operating income (loss) from Continuing Businesses, was $30,121 in 2002 compared
to $(38,700) in 2001. The increase in operating income was attributable to the
increase in EBITDA and a decrease in amortization expense ($53,015) primarily
due to the adoption of SFAS 142 which eliminated the amortization of goodwill
and indefinite lived intangibles.
BUSINESS-TO-BUSINESS:
47
Business-to-Business Segment (including Business Magazines and Media Group,
Workplace Learning and PRIMEDIA Information):
Sales from Continuing Businesses decreased 14.0% to $97,554 in 2002 from
$113,411 in 2001, before intercompany eliminations. This decrease was due
primarily to industry advertising softness at certain business-to-business
magazines and the timing of trade shows ($12,614). Intercompany eliminations
of $5,718 in 2002 and $2,375 in 2001, represent intersegment and intrasegment
sales which are eliminated in consolidation. New media sales from Continuing
Businesses increased 15.3% to $3,773 in 2002 from $3,272 in 2001. These new
media sales include various intercompany transactions, which are eliminated
in consolidation. As a result, the new media sales from Continuing Businesses
are not necessarily indicative of the results had the new media businesses
been operated as stand-alone operations. Revenue recognized in connection
with assets-for-equity transactions was $1,263 and $2,250 for the three
months ended June 30, 2002 and 2001, respectively. For the three months ended
June 30, 2002 and 2001, revenue from barter transactions was approximately
$1,600 and $3,000, respectively, with equal related expense amounts in each
year.
EBITDA from Continuing Businesses decreased 19.4% to $15,932 in 2002 from
$19,779 in 2001. This decrease was due primarily to weakness at the Business
Magazines & Media Group ($5,799) partially offset by improved performance at
PRIMEDIA Workplace Learning ($983) and other business-to-business segment units.
The EBITDA margin decreased to 16.3% in 2002 compared to 17.4% in 2001 primarily
due to softness in business-to-business advertising. For the three months ended
June 30, 2002 and 2001, approximately 50% and 40% of the segments EBITDA came
from non-advertising sources, including database products, books, exhibitions,
conferences and training services.
Operating income from Continuing Businesses, was $5,259 in 2002 compared to
$3,308 in 2001. The increase in operating income was attributable to the
decrease in amortization expense ($4,236) primarily due to the adoption of SFAS
142, which eliminated the amortization of goodwill, and indefinite lived
intangibles.
CORPORATE:
Corporate expenses increased to $8,662 in 2002 from $8,008 in 2001 due to
certain incremental technology costs related to cost saving actions.
Corporate operating loss was $21,370 in 2002 compared to $21,273 in 2001.
Operating loss includes $1,814 and $9,365 of non-cash compensation and
non-recurring charges during the three months ended June 30, 2002 and 2001,
respectively, primarily representing executive compensation in the form of stock
and option grants and the extension of certain stock option expiration periods.
In addition, the operating loss includes, provisions for severance, closures and
restructuring related costs of $10,107 and $2,968 during the three months ended
June 30, 2002 and 2001, respectively. The provision for severance, closures and
restructuring related costs is comprised primarily of real estate lease
commitments for space that the Company no longer occupies.
NON-CORE BUSINESSES:
Sales from Non-Core Businesses decreased to $2,517 in 2002 from $17,471 in 2001
due to the completion of certain divestitures.
EBITDA from the Non-Core Businesses was $(1,380) in 2002 compared to $(6,848) in
2001. Corporate administrative costs of approximately $800 and $2,400 were
allocated to the Non-Core Businesses during the three months ended June 30, 2002
and 2001, respectively. The Company believes that these costs, many of which are
transaction driven, such as the processing of payables and payroll, will be
permanently reduced or eliminated upon the shutdown or divestiture of the
Non-Core Businesses.
Operating loss from Non-Core Businesses decreased to $4,082 in 2002 from $10,081
in 2001 primarily due to the increase in EBITDA.
48
LIQUIDITY, CAPITAL AND OTHER RESOURCES
WORKING CAPITAL
Consolidated working capital deficiency, which includes current maturities of
long-term debt, was $(259,049) at June 30, 2002 compared to $(220,259) at
December 31, 2001. Consolidated working capital reflects certain industry
working capital practices and accounting principles, including the recording of
deferred revenue from subscriptions as a current liability as well as the
expensing of certain advertising, editorial and product development costs as
incurred.
At June 30, 2002, the Company had cash and unused credit facilities of
approximately $255,000 as further discussed below. The Company believes that
due substantially to anticipated asset sale proceeds, seasonal working
capital trends and improved operating performance, the amount of cash and
unused credit facilities will increase at December 31, 2002. In addition,
there are no material required debt repayments until June 1, 2004. A change
in the rating of our debt instruments by the outside rating agencies does not
negatively impact our ability to use our available lines of credit or the
borrowing rate under our credit facilities. As of August 2, 2002, the
Company's senior debt rating from Moody's was B3 and from Standard and Poor's
was B. In August 2002, Standard and Poor's affirmed its B corporate credit
rating and removed the debt from Credit Watch.
The Company believes its liquidity, capital resources and cash flow are
sufficient to fund planned capital expenditures, working capital requirements,
interest and principal payments on its debt, the payment of preferred stock
dividends and other anticipated expenditures for the next fiscal year. The
Company has implemented and continues to implement various cost-cutting programs
and cash conservation plans, which involve the limitation of capital
expenditures and the control of working capital. These plans should help
mitigate any future possible cash flow shortfalls.
CAPITAL AND OTHER RESOURCES
PRIMEDIA is the result of numerous acquisitions since its inception in 1989.
Many of the companies acquired had financial systems which are incompatible.
Incompatible financial systems across PRIMEDIA have negatively impacted the
Company's ability to efficiently analyze data and respond to business
opportunities. Significant capital expenditures are necessary to upgrade and
standardize financial systems across the Company. Despite the economic
slowdown, the Company is engaged in upgrading its key financial systems,
which are designed to make financial reporting and analysis functions more
efficient.
The decline in advertising revenues has necessitated cost cuts including the
reduction of certain back office personnel at the Company. Such workforce
reductions may impact the ability of remaining personnel to perform their
assigned responsibilities in an efficient manner, due to the increased volume
of work in the financial area being generated, among other things, by the
process of converting its systems. The Company believes that it has in place,
the necessary financial workforce to sufficiently analyze data and respond to
business opportunities, and is looking to put in place additional financial
personnel, during the period prior to the completion of the financial systems
upgrade.
However, the Company's management is concerned about the intense competition
in this economy for the hiring and retention of qualified financial
personnel, the current lack of compatible financial systems across the
Company and the demands surrounding increased financial disclosure. To
mitigate management's concerns regarding the hiring and retention of
qualified financial personnel and to ensure future stability in the financial
workforce, the Company has upgraded the skill level of its back office
personnel, has consolidated certain back office functions and has cross
trained and continues to cross train individuals in the performance of
multiple job functions and is aggressively recruiting to strengthen and
increase its financial resources. To address management's concerns regarding
the current lack of compatible financial systems across the Company and the
demands surrounding increased financial disclosure, the Company has begun to
install an integrated enterprise-wide financial system across all companies.
Despite the difficult economic environment, the Company plans to spend
approximately $7,100 on the systems upgrade this year, of which approximately
$1,400 has been spent during the six months ended June 30, 2002. However, it
will take approximately 18-24 months to complete the systems upgrade and
fully realize the planned benefits of an integrated enterprise-wide financial
system.
CASH FLOW - 2002 COMPARED TO 2001
Net cash used in operating activities, as reported, during 2002, after interest
payments of $71,440, decreased to $9,904 as compared to $139,757 during 2001,
primarily due to an increase in EBITDA, increased collections of trade
receivables of $18,392, reduced payments related to accrued expenses and other
current liabilities of $63,181, a reduction in the prepayment of expenses and
other assets of $51,242, as well as other working capital changes. Net capital
expenditures decreased 26.8% to $19,128 during 2002 compared to $26,114 during
2001 due primarily to reduced levels of capital expenditures during 2002, in
connection with certain cost cutting measures implemented by the Company. Net
cash provided by investing activities during 2002 was $64,690 compared to
$57,206 during 2001. The cash acquired from the About acquisition in 2001
exceeded the proceeds received from the sale of divested units in 2002. Net cash
provided by (used in) financing activities during 2002 was $(68,779) compared to
$72,161 during 2001. The change was primarily attributable to proceeds from the
issuance of senior notes in 2001 of $492,685, more than offset by a reduction in
net repayments of debt under the Company's credit facilities of $330,000 during
2002, which resulted primarily from the use of proceeds from the Company's
divestiture program.
FINANCING ARRANGEMENTS - NEW CREDIT AGREEMENT
On June 20, 2001, the Company completed a refinancing of its existing bank
credit facilities pursuant to new bank credit facilities with The Chase
Manhattan Bank, Bank of America, N.A., The Bank of New York, and The Bank of
Nova Scotia, as agents. The debt under the new credit agreement (as well as
certain of the Company's other equally and ratably secured indebtedness) is
secured by a pledge of the stock of PRIMEDIA Companies Inc., an intermediate
holding company, owned directly by the Company, which owns directly or
indirectly all shares of PRIMEDIA subsidiaries that guarantee such debt.
49
Substantially all proceeds from sales of businesses and other investments were
used to pay down borrowings under the credit agreement. The borrowings under the
bank credit facilities may be used for general corporate and working capital
purposes as well as to finance certain future acquisitions. The bank credit
facilities consist of the following:
- a $475,000 revolving loan facility, of which $220,000 was outstanding at
June 30, 2002.
- a term loan A, of which $100,000 was outstanding at June 30, 2002; and
- a term loan B, of which $422,875 was outstanding at June 30, 2002.
With the exception of the term loan B, the amounts borrowed bear interest, at
the Company's option, at either the base rate plus an applicable margin ranging
from 0.125% to 1.5% or the Eurodollar Rate plus an applicable margin ranging
from 1.125% to 2.5%. The term loan B bears interest at the base rate plus 1.75%
or the Eurodollar rate plus 2.75%. At June 30, 2002, the weighted average
variable interest rate on all outstanding borrowings under the bank credit
facilities was 4.5%.
Under the bank credit facilities, the Company has agreed to pay commitment fees
at a per annum rate of either 0.375% or 0.5%, depending on its debt to EBITDA
ratio, as defined in the new credit agreement, on the daily average aggregate
unutilized commitment under the revolving loan commitment. During the first six
months of 2002, the Company's commitment fees were paid at a weighted average
rate of 0.5%. The Company also has agreed to pay certain fees with respect to
the issuance of letters of credit and an annual administration fee.
The commitments under the revolving loan commitment are subject to mandatory
reductions semi-annually on June 30 and December 31, commencing December 31,
2004 with the final reduction on June 30, 2008. The aggregate mandatory
reductions of the revolving loan commitments under the bank credit facilities
are $23,750 in 2004, $47,500 in 2005, $71,250 in 2006, $142,500 in 2007 and a
final reduction of $190,000 in 2008. To the extent that the total revolving
credit loans outstanding exceed the reduced commitment amount, these loans must
be paid down to an amount equal to or less than the reduced commitment amount.
However, if the total revolving credit loans outstanding do not exceed the
reduced commitment amount, then there is no requirement to pay down any of the
revolving credit loans. Aggregate term loan payments under the bank credit
facilities are $4,250 in 2002 and 2003, $16,750 in 2004, $29,250 in 2005, 2006
and 2007, $16,750 in 2008 and $393,125 in 2009.
The bank credit facilities, among other things, limit the Company's ability to
change the nature of its businesses, incur indebtedness, create liens, sell
assets, engage in mergers, consolidations or transactions with affiliates, make
investments in or loans to certain subsidiaries, issue guarantees and make
certain restricted payments including dividend payments on the Company's common
stock in excess of $75,000 in any given year.
The bank credit facilities and senior notes of the Company contain certain
customary events of default which generally give the banks or the noteholders,
as applicable, the right to accelerate payments of outstanding debt. Under the
bank credit facilities, these events include:
- failure to maintain required covenant ratios, as described below;
- failure to make a payment of principal, interest or fees within five days
of its due date;
- default, beyond any applicable grace period, on any aggregate indebtedness
of PRIMEDIA exceeding $20,000;
- occurrence of certain insolvency proceedings with respect to PRIMEDIA or
any of its material subsidiaries;
- entry of one judgment or decree involving a liability of $15,000 or more
(or more than one involving an aggregate liability of $25,000 or more); and
- occurrence of certain events constituting a change of control of the
Company.
50
The events of default contained in PRIMEDIA's senior notes are similar to, but
generally less restrictive than, those contained in the Company's bank credit
facilities.
The Company does not anticipate the occurrence of any of these default events.
Upon the occurrence of such an event, the Company has the ability to cure or
renegotiate with its lenders.
Under the most restrictive debt covenants as defined in the Company's credit
agreement, the Company must maintain a minimum interest coverage ratio, as
defined, of 1.80 to 1 and a minimum fixed charge coverage ratio, as defined, of
1.05 to 1. The Company's maximum allowable debt leverage ratio, as defined, is
6.0 to 1. The maximum leverage ratio decreases to 5.75 to 1, 5.5 to 1, 5.0 to 1
and 4.5 to 1, respectively, on July 1, 2003, January 1, 2004, January 1, 2005
and January 1, 2006. The minimum interest coverage ratio increases to 2.0 to 1,
2.25 to 1 and 2.5 to 1, respectively, on July 1, 2003, January 1, 2004 and
January 1, 2005.
As of June 30, 2002, the Company had $742,875 borrowings outstanding,
approximately $19,200 letters of credit outstanding and unused bank commitments
of approximately $235,800 under the bank credit facilities.
The Company is in compliance with the financial and operating covenants of
its financing arrangements. The Company discloses the details of the
compliance calculation to its banks and certain other lending institutions in
a timely manner. To provide greater clarity as of and for the six months
ended June 30, 2002, the Company has in addition made information available
to its banks and certain other lending institutions as to the composition of
its intercompany transactions (including licensing and cross promotion) and
Assets-for-Equity transactions.
The Company is herewith providing more detailed information and disclosure than
it has in the past as to the methodology used in determining compliance with the
leverage test in the credit agreements. The only purpose for providing this
additional information is to provide more clarity to the substantial amount of
disclosure previously provided. Under its various credit and senior note
agreements, the Company is allowed to designate certain businesses as
unrestricted subsidiaries to the extent that the value of those businesses does
not exceed the permitted amounts, as defined in these agreements. The Company
has designated certain of its businesses as unrestricted (the "Unrestricted
Group"), which primarily represent Internet businesses, trademark and content
licensing and service companies, new launches (including traditional start-ups),
other properties under evaluation for turnaround or shutdown and foreign
subsidiaries. Indebtedness under the bank credit facilities and senior note
agreements is guaranteed by each of the Company's domestic restricted
subsidiaries in accordance with the provisions and limitations of the Company's
credit and senior note agreements. The guarantees are full, unconditional and
joint and several. The Unrestricted Group does not guarantee the bank credit
facilities or senior notes, and its results (positive or negative) are not
reflected in the EBITDA of the Restricted Group, as defined in the Company's
credit and senior note agreements for purposes of determining compliance with
certain financial covenants under these agreements. The Company has established
intercompany agreements that implement transactions, such as leasing, licensing,
sales and related services and cross-promotion, between restricted and
unrestricted subsidiaries, on an arms' length basis and as permitted by the
credit and senior note agreements. These intercompany arrangements afford
strategic benefits across the Company's properties and, in particular, enable
the Unrestricted Group to utilize established brands and content and promote
brand awareness and increase traffic and revenue to the Company's new media
properties. For company-wide consolidated financial reporting, these
intercompany transactions are eliminated in consolidation. Additionally, the
EBITDA of the Restricted Group, as determined in accordance with these
agreements, omits restructuring charges and is adjusted for trailing four
quarters of acquisitions and divestitures and estimated savings for acquired
businesses.
As calculated per the definition within leverage covenants in the Company's
credit agreement, EBITDA of the Restricted Group (as defined) for the twelve
and three months ended June 30, 2002 was $345,381 and $100,311, respectively.
The EBITDA of the Restricted Group can be derived by adding back the EBITDA
loss of the Unrestricted Group to the EBITDA set forth on the condensed
statements of consolidated operations and adding back the net proforma effect
of acquisitions/divestitures and other adjustments.
The EBITDA set forth on the condensed statements of consolidated operations
for the twelve and three months ended June 30, 2002 is $176,175 and $63,742,
respectively. The EBITDA of the Unrestricted Group for the twelve and three
months ended June 30, 2002 was a loss of $157,582 and $36,275. The proforma
effect of the acquisition of EMAP was $15,650 for the twelve months ended
June 30, 2002 and had no impact for the three months ended June 30, 2002. The
proforma effect of divestitures (excluding the results which have already
been adjusted for under SFAS 144 in the EBITDA of the condensed statements of
consolidated operations - such as MBG and ExitInfo) was ($1,398) for the
twelve months ended June 30, 2002 and ($2) for the three months ended June
30, 2002. Other adjustments (such as non-recurring cash charges), which are
included in the compliance calculations, were ($2,628) for the twelve months
ended June 30, 2002 and $296 for the three months ended June 30, 2002. The
EBITDA loss of the Unrestricted Group is comprised of the following
categories in the following percentages for the twelve months ended June 30,
2002: Internet properties 61%; traditional turnaround and start-up properties
24%; non-core properties 11%; and related overhead and other charges 4%. The
EBITDA loss of the Unrestricted Group is comprised of the following
categories in the following percentages for the three months ended June 30,
2002: Internet properties 72%; traditional turnaround and start-up properties
19%; non-core properties 3%; and related overhead and other charges 6%. The
majority of the losses on Internet Properties for the twelve months ended
June 30, 2002 relate to intercompany transactions (including
trademark/content licensing and cross promotion). For the Internet
properties, excluding the expenses related to intercompany transactions for
the three months ending June 30, 2002, third-party revenues marginally
exceeded the remaining expenses.
The calculation of the Company's leverage ratio, as required under the credit
agreement for covenant purposes, is defined as the Company's consolidated
debt divided by the EBITDA of the Restricted Group. At June 30, 2002, this
leverage ratio was approximately 5.6 to 1, an improvement from the
corresponding ratio at March 31, 2002 of approximately 5.7 to 1.
As a result of the refinancing of the Company's existing bank credit facilities,
during the second quarter of 2001, the Company wrote-off the remaining balances
of deferred financing costs originally recorded approximating $7,250.
The 10 1/4% Senior Notes mature in June 2004, the 8 1/2% Senior Notes mature
in February 2006, the 7 5/8% Senior Notes mature in April 2008 and the 8 7/8%
Senior Notes mature in May 2011.
51
The Company has no special purpose entities or off balance sheet debt, other
than as related to operating leases in the ordinary course of business and the
contingent liability with NBC Sports relating to the Gravity Games, which are
more fully disclosed below. In addition, on a regular basis the Company holds
meetings with its shareholders, bondholders and banks and the rating agencies to
discuss the operating performance of the Company.
OTHER ARRANGEMENTS
In connection with the About merger, certain senior executives were granted
2,955,450 shares of restricted PRIMEDIA common stock. These shares of restricted
PRIMEDIA common stock, which were valued at $9.50 per share, the closing stock
price on February 28, 2001, vest at a rate of 25% per year and are subject to
the executives' continued employment. Related non-cash compensation of $1,252
and $4,875 was recorded for the six months ended June 30, 2002 and 2001,
respectively, and $479 and $3,656 was recorded for the three months ended June
30, 2002 and 2001, respectively. This non-cash compensation reflects pro rata
vesting on a graded basis. As a result of one of the senior executives
leaving the Company, effective December 2001, half of his restricted shares
(1,105,550 shares) were accelerated and the remainder was forfeited.
In addition, certain senior executives were granted options to purchase
3,482,300 shares of PRIMEDIA common stock at an exercise price of $2.85 per
share, equal to thirty percent of the fair market value per share on that
date. These options vest at a rate of 25% per year and are subject to the
executives' continued employment. Related non-cash compensation of $1,033 and
$4,020 was recorded for the six months ended June 30, 2002 and 2001,
respectively, and $395 and $3,015 was recorded for the three months ended
June 30, 2002 and 2001, respectively. This non-cash compensation reflects pro
rata vesting on a graded basis. Amounts reflect a 70% market value discount
($6.65 per share) based on a PRIMEDIA per share market value of $9.50 which
was the closing price on February 28, 2001. As a result of one of the senior
executives leaving the Company, effective December 2001, half of his options
(1,302,650 options) were accelerated and the remainder was forfeited. The
accelerated options expired unexercised, during the first quarter of 2002.
Two senior executives of About also entered into share lockup agreements with
the Company, pursuant to which they agreed to specific restrictions regarding
the transferability of their shares of PRIMEDIA common stock issued in the
merger. Under the terms of those agreements, during the first year after the
closing of the merger, the executives could sell a portion of their shares of
the Company's common stock, subject to the Company's right of first refusal with
respect to any sale. In the event that the gross proceeds received on sale were
less than $33,125 (assuming all shares are sold), the Company agreed to pay the
executives the amount of such shortfall ("the Shortfall Payment").
During the third quarter of 2001, one of the executives, who subsequently left
the Company, advised the Company that he was selling 1,429,344 shares of the
Company's common stock in the market. Concurrently therewith, the executive
assigned to a financial institution the right to receive his Shortfall Payment
on that number of shares. The financial institution advised the Company that it
purchased 1,429,344 shares of the Company's common stock in the market. The
financial institution agreed to waive its right to the Shortfall Payment in
exchange for the Company's agreement to make the financial institution whole if
it sells such shares, which it purchased in the market, for proceeds of less
than approximately $23,406. As of March 8, 2002, the financial institution had
sold all of the shares in the open market for proceeds of approximately $3,300.
In April 2002, the Company paid approximately $20,300 to the financial
institution.
SFAS No. 123, "Accounting for Stock Based Compensation," provides for a
fair-value based method of accounting for employee options and measures
compensation expense using an option valuation model that takes into account,
as of the grant date, the exercise price and expected life of the option, the
current price of the underlying stock and its expected volatility, expected
dividends on the stock, and the risk-free interest rate for the expected term
of the option. The Company has elected to continue accounting for employee
stock-based compensation under Accounting Principles Board ("APB") No. 25
"Accounting for Stock Issued to Employees," and related interpretations.
Under APB No. 25, because the exercise price of the Company's stock options
equals the market price of the underlying stock on the date of grant, no
compensation expense is recognized. Assuming the Company had accounted for
the options in accordance with SFAS 123, the estimated non-cash option
expense would have approximated $18,600 and $9,400 during the six and three
months ended June 30, 2002 and 2001, respectively. As of June 30, 2002,
approximately 33% of the stock options outstanding were granted in connection
with the About merger replaced options granted to certain employees of About,
prior to the merger. Approximately 45% of the About replacement options will
have expired or have been forfeited prior to December 31, 2002, and the
majority of the remaining About options are expected to expire during 2003.
We do not expect a material amount of these options to be exercised, as the
various exercise prices of the outstanding options significantly exceed the
current price of the underlying stock.
52
During the first quarter of 2002, the Board of Directors authorized the exchange
by the Company of up to approximately $100,000 of exchangeable preferred stock.
During May 2002, the Board of Directors increased the authorization to an
aggregate of approximately $165,000 of exchangeable preferred stock. During the
six months ended June 30, 2002, the Company exchanged $19,013 of Series D
Exchangeable Preferred Stock for 3,696,979 shares of common stock, $22,667 of
Series F Exchangeable Preferred Stock for 4,385,222 shares of common stock and
$29,761 of Series H Exchangeable Preferred Stock for 5,808,050 shares of common
stock. The Company expects to realize approximately $7,000 in annualized cash
savings from reduced dividend payments associated with its exchangeable
preferred stock. From time to time the Company may consider buying back in the
open market, or in private transactions, its securities, including senior notes.
FINANCING ARRANGEMENTS-CONTRACTUAL OBLIGATIONS
The contractual obligations of the Company as of June 30, 2002, are as follows:
LESS THAN AFTER
CONTRACTUAL CASH OBLIGATIONS TOTAL 1 YEAR 1-3 YEARS 4-5 YEARS 5 YEARS
---------------------------------- ---------- ---------- ---------- ---------- ----------
Long-term debt.................... $1,884,666 $ 6,375 $ 133,500 $ 357,955 $1,386,836
Capital lease obligations......... 26,463 3,455 6,031 3,117 13,860
Operating leases.................. 211,114 41,984 69,997 54,686 44,447
---------- ---------- ---------- ---------- ----------
Total Contractual Cash Obligations $2,122,243 $ 51,814 $ 209,528 $ 415,758 $1,445,143
========== ========== ========== ========== ==========
The Company has other commitments in the form of letters of credit of
approximately $19,200 aggregate face value which expire before the end of 2002.
FINANCING ARRANGEMENTS - EMAP FINANCING
On August 24, 2001, the Company acquired, by merger, 100% of the outstanding
common stock of the publishing business of EMAP. The acquisition of EMAP is
expected to strengthen the Company's unique mix of category specific endemic
advertising as well as circulation revenue. This acquisition solidifies
PRIMEDIA as the leader in the specialty magazine industry in terms of revenue
and single copy sales. The total consideration was $525,000, comprised of
$515,000 in cash, including an estimate of working capital settlements of
$10,000 (which is subject to final settlement), and warrants to acquire
2,000,000 shares of the Company's common stock at $9 per share. The fair
value of the warrants was approximately $10,000 and was determined using a
Black Scholes pricing model. These warrants expire ten years from the date of
issuance.
The Company financed the acquisition of EMAP by (1) issuing 1,000,000 shares of
Series J Convertible Preferred Stock to KKR 1996 Fund (a partnership associated
with Kohlberg Kravis Roberts & Co. L.P., ("KKR") a related party of the Company)
for $125,000 and (2) drawing upon its revolving credit facility in an amount of
approximately $265,000. In addition, KKR 1996 Fund purchased from the Company
$125,000 of common stock and Series K Convertible Preferred Stock, both at a
price per share equal to $4.70. This resulted in an additional 10,800,000 shares
of common stock and 15,795,745 shares of Series K Convertible Preferred Stock.
On September 27, 2001, all of the issued and outstanding shares of the Series K
Convertible Preferred Stock were, in accordance with their terms, converted into
15,795,745 shares of the Company's common stock.
The Series J Convertible Preferred Stock is convertible at the option of the
holder after one year from the date of issuance, into approximately 17,900,000
shares of the Company's common stock at a conversion price of $7 per share,
subject to
53
adjustment. Dividends on the Series J Convertible Preferred Stock accrue at
an annual rate of 12.5% and are payable quarterly in-kind. The Company paid
dividends-in-kind (65,460 shares of Series J Convertible Preferred Stock)
valued at $8,182 during the six months ended June 30, 2002 and (33,234 shares
of Series J Convertible Preferred Stock) valued at $4,157 during the three
months ended June 30, 2002. The Company has the option to redeem any or all
of the shares of the Series J Convertible Preferred Stock at any time for
cash at 100% of the liquidation preference of each share being redeemed. On
any dividend payment date, the Company has the option to exchange the Series
J Convertible Preferred Stock into 12.5% Class J Subordinated Notes. The
Company's ability to redeem or exchange the Series J Convertible Preferred
Stock into debt is subject to the approval of a majority of the independent
directors.
In connection with the equity financing by KKR 1996 Fund, the Company paid KKR
1996 Fund a commitment fee consisting of warrants to purchase 1,250,000 shares
of common stock ("commitment warrants") of the Company at an exercise price of
$7 per share, subject to adjustment, and a funding fee consisting of warrants to
purchase an additional 2,620,000 shares of the Company's common stock ("funding
warrants") at an exercise price of $7 per share, subject to adjustment. These
warrants may be exercised after the first anniversary of the grant date and
expire on August 24, 2011 or upon a change in control, as defined. In addition,
the Company may be required to issue to KKR 1996 Fund additional warrants to
purchase up to 4,000,000 shares of the Company's common stock at an exercise
price of $7 per share, subject to adjustment. The issuance of the additional
4,000,000 warrants is contingent upon the length of time that the Series J
Convertible Preferred Stock is outstanding. If the Series J Convertible
Preferred Stock is outstanding for three, six, nine or twelve months from the
date of issuance, KKR 1996 Fund will receive the additional warrants to purchase
250,000, 1 million, 1.25 million and 1.5 million shares of common stock,
respectively. Accordingly, during November 2001, February 2002 and May 2002, the
Company issued to KKR 1996 Fund additional warrants to purchase 250,000,
1,000,000 and 1,250,000 shares, respectively, of the Company's common stock. The
Company ascribed a value of $498, $2,160 and $1,988 respectively, to these
warrants using the Black Scholes pricing model. These warrants expire ten years
from the date of issuance or upon a change in control. The condensed
consolidated financial statements do not reflect the issuance of the additional
1,500,000 contingent warrants. Upon issuance, the Company would value these
contingent warrants using the Black Scholes pricing model and would deduct the
ascribed value as a component of the loss applicable to common shareholders.
The 1,250,000 commitment warrants issued to KKR 1996 Fund represent a commitment
fee related to the financing transaction as a whole. The Company valued these
warrants at $5,622 using the Black Scholes pricing model and recorded them as a
component of additional paid-in capital.
The Company attributed the 2,620,000 funding warrants to the issuance of the
Series J Convertible Preferred Stock. The Company valued these warrants at
$9,679 using the Black Scholes pricing model and has accordingly reduced the
face value of the Series J Convertible Preferred Stock. The Company is accreting
the difference between the carrying value and the redemption value of the Series
J Convertible Preferred Stock to additional paid in capital using the effective
interest method over a one year period as the earliest date at which the
preferred stock is convertible is one year from the date of issuance. The
accretion is deducted in the calculation of loss applicable to common
shareholders.
All of the above described financing transactions between the Company and KKR
were reviewed by and recommended for approval by a Special Committee of the
Company's Board of Directors, comprised solely of independent directors (neither
employees of the Company nor affiliated with KKR). In connection therewith, the
Special Committee retained its own counsel and investment banker to advise it as
to the financing transactions. Such financing transactions were approved by the
full Board of Directors, following such recommendation.
CONTINGENCIES
The Company is involved in ordinary and routine litigation incidental to its
business. In the opinion of management, there is no pending legal proceeding
that would have a material adverse affect on the condensed consolidated
financial statements of the Company.
54
During 2002, PRIMEDIA contributed the Gravity Games, a product previously
acquired from EMAP, to a limited liability company (the "LLC") formed jointly by
PRIMEDIA and Octagon Marketing and Athlete Representation, Inc., with each party
owning 50%. The LLC has entered into an agreement with NBC Sports, a division of
National Broadcasting Company, Inc., which requires the LLC to pay specified
fees to NBC for certain production services performed by NBC and network air
time provided by NBC, during each of 2002 and 2003. Under the terms of this
agreement and a related guarantee, PRIMEDIA could be responsible for the payment
of a portion of such fees, in the event that the LLC failed to satisfy its
payment obligations to NBC. The maximum amounts for which PRIMEDIA could be
liable would be $2,125 in 2002 and $2,200 in 2003. As these liabilities will be
contingent on the LLC's failure to pay and, in the case of the 2003 liability,
the occurrence of certain other events and existence of certain other
conditions, the Company has not recorded a liability on the condensed
consolidated balance sheet as of June 30, 2002; however, the asset representing
the Company's 50% investment in the LLC as well as the Company's share of the
LLC's losses are reflected in the Company's condensed consolidated financial
statements. The Company's investment in the LLC is reflected as a component of
other non-current assets on the condensed consolidated balance sheet at June 30,
2002. The Company's share of the LLC's losses is reflected as a component of
other, net on the condensed statements of consolidated operations for the six
and three months ended June 30, 2002.
As of and for the six months ended June 30, 2002, no officers or directors of
the Company have been granted loans by the Company, nor has the Company
guaranteed any obligations of such persons.
RISK FACTORS
Management's concerns remain consistent with and should be read in
conjunction with the Risk Factors section of the Company's Annual Report on
Form 10-K for the year ended December 31, 2001. Such risk factors could cause
actual results to differ materially from the results contemplated by the
forward looking statements contained in the Annual Report on Form 10-K for
the year ended December 31, 2001.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
During the last twelve calendar months, there were no significant changes
related to the Company's critical accounting policies and estimates.
55
PROVISION FOR SEVERANCE, CLOSURES AND RESTRUCTURING RELATED COSTS
During 2001 and 2000, the Company implemented plans to integrate the operations
of the Company and consolidate many back office functions. The Company expects
that these plans will continue to result in future savings. All restructuring
related charges were expensed as incurred.
During 2002, the Company announced additional cost initiatives that would
continue to implement and expand upon the cost initiatives enacted during 2001
and 2000.
Details of the initiatives implemented and the payments made in furtherance of
these plans in the six month periods ended June 30, 2002 and 2001 are presented
in the following tables:
NET PROVISION PAYMENTS
FOR THE DURING THE
LIABILITY AS OF SIX MONTHS SIX MONTHS
DECEMBER 31, ENDED ENDED LIABILITY AS OF
2001 JUNE 30, 2002 JUNE 30, 2002 JUNE 30, 2002
--------------- --------------- --------------- ---------------
Severance and closures:
Employee-related
termination costs .......... $ 9,043 $ 4,040 $ (7,773) $ 5,310
Termination of
contracts .................. 2,318 (137) (1,341) 840
Termination of
leases related to
office closures ............ 13,037 20,785 (3,904) 29,918
--------------- --------------- --------------- ---------------
24,398 24,688 (13,018) 36,068
--------------- --------------- --------------- ---------------
Restructuring related:
Relocation and other
employee costs ............. - 405 (405) -
--------------- --------------- --------------- ---------------
- 405 (405) -
--------------- --------------- --------------- ---------------
Total severance,
closures and
restructuring
related costs .............. $ 24,398 $ 25,093 $ (13,423) $ 36,068
=============== =============== =============== ===============
56
NET PROVISION PAYMENTS
FOR THE DURING THE
LIABILITY AS OF SIX MONTHS SIX MONTHS
DECEMBER 31, ENDED ENDED LIABILITY AS OF
2000 JUNE 30, 2001 JUNE 30, 2001 JUNE 30, 2001
--------------- --------------- --------------- ---------------
Severance and closures:
Employee related
termination costs .......... $ 7,063 $ 4,661 $ (5,968) $ 5,756
Termination of
contracts .................. 1,519 1,517 (1,140) 1,896
Termination of leases
related to office
closures ................... 1,634 1,391 (300) 2,725
Other ........................ 213 - (29) 184
--------------- --------------- --------------- ---------------
10,429 7,569 (7,437) 10,561
--------------- --------------- --------------- ---------------
Restructuring related:
Consulting services .......... 498 2,635 (2,886) 247
Relocation and other
employee costs................ 462 2,298 (2,678) 82
--------------- --------------- --------------- ---------------
960 4,933 (5,564) 329
--------------- --------------- --------------- ---------------
Total severance,
closures and
restructuring related
costs ........................ $ 11,389 $ 12,502 $ (13,001) $ 10,890
=============== =============== =============== ===============
The remaining costs, comprised primarily of real estate lease commitments for
space that the Company no longer occupies, are expected to be paid through
2015. To reduce the lease related costs; the Company is aggressively pursuing
subleases of its available office space.
As a result of the implementation of these plans, the Company has closed and
consolidated in excess of twenty office locations and has notified a total of
1,590 individuals that they would be terminated under these plans, of which 270
and 70 individuals were notified during the six and three month periods ended
June 30, 2002, respectively. As of June 30, 2002, 1,565 of those individuals
have been terminated.
The Company expects to realize sufficient savings from its plans to integrate
the operations of the Company and to recover the costs associated with these
plans, within approximately a one-year period.
The liabilities representing the provision for severance, closures and
restructuring related costs are included in accrued expenses and other on the
condensed consolidated balance sheets for their respective periods. Provision
for severance, closures and restructuring related costs is omitted from the
Company's calculation of EBITDA, as defined.
RECENT ACCOUNTING PRONOUNCEMENTS
57
In April 2001, the EITF issued Consensus No. 00-25 which addresses whether
consideration from a vendor to a reseller of the vendor's products is an
adjustment to the selling price or the cost of the product. This issue was
further addressed by EITF Consensus No. 01-9, issued in September 2001. The
Company adopted EITF 00-25 and EITF 01-9 effective January 1, 2002. The
adoption of EITF 00-25 and EITF 01-9 resulted in a net reclassification of
product placement costs, relating to single copy sales, previously classified
as distribution, circulation and fulfillment expense on the condensed
statements of consolidated operations, to reductions of sales from such
activities. The change in classifications are industry-wide and had no impact
on the Company's results of operations, cash flows or financial position. The
reclassification resulted in a net decrease in sales and a corresponding
decrease in operating expenses of $10,765 and $9,670 for the six months ended
June 30, 2002 and 2001, respectively and $5,506 and $4,540 for the
three-months ended June 30, 2002 and 2001, respectively.
In July 2001, the Financial Accounting Standards Board "FASB" issued two new
statements, SFAS No.141, "Business Combinations," and SFAS No.142. SFAS No.
141 requires that the purchase method be used for all business combinations
initiated after June 30, 2001 and prohibits the use of the pooling of
interest method. SFAS No.142 changes the method by which companies may
recognize intangible assets in purchase business combinations and generally
requires identifiable intangible assets to be recognized separately from
goodwill. In addition, it eliminates the amortization of all existing and
newly acquired goodwill and indefinite lived intangible assets on a
prospective basis and requires companies to assess goodwill and indefinite
lived intangible assets for impairment, at least annually.
During 2001, the Company adopted SFAS 141 and certain provisions of SFAS 142 in
connection with the EMAP acquisition as required by the statements. The goodwill
and indefinite lived intangible assets related to the acquisition of EMAP have
not and will not be amortized. The other identifiable intangible assets are
being amortized over a five to ten year useful life.
On January 1, 2002, the Company adopted SFAS 142 for all remaining goodwill and
indefinite lived intangible assets. Upon adoption, the Company ceased the
amortization of goodwill and indefinite lived intangible assets, which consist
primarily of trademarks. All of the Company's other intangible assets are
subject to amortization.
As required by SFAS 142, the Company reviewed its indefinite lived intangible
assets (primarily trademarks) for impairment as of January 1, 2002 and
determined that certain indefinite lived intangible assets were impaired. As a
result, the Company recorded a cumulative effect of a change in accounting
principle of $21,535 ($0.09 per share) during the first quarter of 2002.
In addition, the Company reviewed its goodwill for impairment as of January 1,
2002. As SFAS 142 provides a six-month transitional period from the effective
date to perform an assessment of whether there is an indication that goodwill is
impaired, the Company completed this assessment in the second quarter. Step one
of the transitional impairment test uses a fair value methodology, which differs
from the undiscounted cash flow methodology that continues to be used for
intangible assets with an identifiable life. Based on the results of step one of
the transitional impairment test, the Company has identified two reporting units
in the Consumer segment and one reporting unit in the Business-to-Business
segment, for which the carrying value exceeded the fair values as at January 1,
2002, indicating a potential impairment of goodwill in those reporting units.
Step two of the transitional impairment test, to determine the magnitude of any
goodwill impairment, will be completed by the end of the third quarter of 2002
and any resulting impairment loss will be recorded as a cumulative effect of a
change in accounting principle and in accordance with the transitional
implementation guidance of SFAS 142, will be recorded retroactive to the
Company's first quarter results of operations. Because the determination of
whether there is an impairment of the Company's goodwill will be completed
during the third quarter of 2002 and will involve many aspects of analyses which
have not yet been undertaken, the amount of any write down cannot be reliably
predicted at this time. The reporting units identified with potential
impairments have total
58
goodwill of $227,000 and $333,000, in the Consumer segment and
Business-to-Business segment, respectively. The Company anticipates that the
ultimate goodwill impairment will be less than these amounts.
The Company also recorded a non-cash deferred income tax expense of
approximately $52,000 on January 1, 2002 and $12,500 and $6,500 during the six
and three months ended June 30, 2002, respectively, each of which would not have
been required prior to the adoption of SFAS 142. The non-cash charge of $52,000
on January 1, 2002 was recorded to increase the valuation allowance related to
the Company's net operating losses. It is anticipated that the Company will
record a non-cash deferred income tax credit in the third quarter when the
amount of goodwill impairment is quantified. Historically, the Company did not
need a valuation allowance for the portion of the net operating losses equal to
the amount of tax-deductible goodwill and trademark amortization expected to
occur during the carryforward period of the net operating losses based on the
timing of the reversal of these taxable temporary differences. As a result of
the adoption of SFAS 142, amortization will not occur during the carryforward
period of the net operating losses.
In addition, since amortization of tax-deductible goodwill and trademarks ceased
on January 1, 2002, the Company will have deferred tax liabilities that will
arise each quarter because the taxable temporary differences related to the
amortization of these assets will not reverse prior to the expiration period of
the Company's deductible temporary differences unless the related assets are
sold or an impairment of the assets is recorded. Accordingly, the Company also
recorded an additional valuation allowance of $12,500 and $6,500 for the six and
three months ended June 30, 2002, respectively. The Company expects that it will
record an additional $12,500 to increase the valuation allowance during the
remaining six months of 2002, before considering the impact of any goodwill
impairment.
A reconciliation of the reported net loss and loss per common share to the
amounts adjusted for the exclusion of amortization of goodwill and indefinite
lived intangible assets, the cumulative effect of a change in accounting
principle and the deferred provision for income taxes follows:
Six Months Ended June 30,
2002 2001
------------ ------------
Reported loss applicable to common shareholders $ (189,881) $ (252,835)
Amortization of goodwill and indefinite lived
intangible assets - 75,061
Cumulative effect of a change in accounting principle 21,535 -
Deferred provision for income taxes 64,500 -
------------ ------------
Adjusted loss applicable to common shareholders $ (103,846) $ (177,774)
============ ============
Per common share:
Reported loss applicable to common shareholders $ (0.76) $ (1.28)
Amortization of goodwill and indefinite lived
intangible assets - 0.38
Cumulative effect of a change in accounting principle 0.09 -
Deferred provision for income taxes 0.25 -
------------ ------------
Adjusted loss applicable to common shareholders $ (0.42) $ (0.90)
------------ ------------
Three Months Ended June 30,
59
2002 2001
------------ ------------
Reported loss applicable to common shareholders $ (30,918) $ (153,353)
Amortization of goodwill and indefinite lived
intangible assets - 50,858
Cumulative effect of a change in accounting principle - -
Deferred provision for income taxes 6,500 -
------------ ------------
Adjusted loss applicable to common shareholders $ (24,418) $ (102,495)
============ ============
Per common share:
Reported loss applicable to common shareholders $ (0.12) $ (0.72)
Amortization of goodwill and indefinite lived
intangible assets - 0.24
Deferred provision for income taxes 0.02 -
------------ ------------
Adjusted loss applicable to common shareholders $ (0.10) $ (0.48)
============ ============
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations". The standard requires entities to record the fair value of a
liability for an asset retirement obligation in the period in which it is
incurred. When the liability is initially recorded, the entity capitalizes a
cost by increasing the carrying amount of the related long-lived asset. Over
time, the liability is accreted to its present value each period, and the
capitalized cost is depreciated over the useful life of the related asset. Upon
settlement of the liability, an entity either settles the obligation for its
recorded amount or incurs a gain or loss upon settlement. The standard is
effective for the Company beginning January 1, 2003. The adoption of SFAS 143 is
not expected to have a material impact on the Company's results of operations or
financial position.
In August 2001, the FASB issued SFAS No. 144, which superseded SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of". This statement also supersedes accounting and reporting
provisions of APB Opinion 30, "Reporting the Results of Operations--Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," relating to the
disposal of a segment of a business. SFAS No. 121 did not address the
accounting for business segments accounted for as discontinued operations
under APB Opinion 30 and therefore two accounting models existed for
long-lived assets to be disposed of. SFAS No. 144 established one accounting
model for long-lived assets to be held and used, long-lived assets (including
those accounted for as a discontinued operation) to be disposed of by sale
and long-lived assets to be disposed of other than by sale, and resolved
certain implementation issues related to SFAS No. 121. The Company adopted
SFAS No. 144 on January 1, 2002, and as a result, the results of the Modern
Bride Group and ExitInfo were recorded as discontinued operations for the six
and three months ended June 30, 2002 and 2001. Discontinued operations
includes sales of $13,581 and $31,682 and operating income of $9,068
(including a gain on sale of $10,579) and $3,970 for the six-months ended
June 30, 2002 and 2001, respectively, and sales of $4,703 and $20,834 and
operating income of $3,125 (including a gain on sale of $4,069) and $4,254
for the three-months ended June 30, 2002 and 2001, respectively.
In June 2002, the Financial Accounting Standards Board issued SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146
will supersede EITF Concensus No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)." SFAS No. 146 will affect the timing
of the recognition of costs associated with an exit or disposal plan by
requiring them to be recognized when incurred rather than at the date of a
commitment to exit or disposal plan and will affect the classification of
restructuring costs on the consolidated statements of operations. SFAS No. 146
is to be applied prospectively to exit or disposal activities initiated after
December 31, 2002.
60
RECENT DEVELOPMENTS
In July 2002, the Company exchanged shares of its Series D Exchangeable
Preferred Stock having an aggregate redemption value of $4,000, for 770,054
common shares. This is part of the Company's authorized program to exchange up
to approximately $165,000 in redemption value of its exchangeable preferred
stock. To date, the Company has exchanged exchangeable preferred stock having a
redemption value of $75,441. From time to time the Company may consider buying
back, in the open market or in private transactions, its securities, including
senior notes.
In July 2002, ABRA III LLC, an investment vehicle managed by KKR, purchased
on the open market 189,606 shares of the Series D Exchangeable Preferred
Stock, 216,500 shares of the Series F Exchangeable Preferred Stock, and
548,331 shares of the Series H Exchangeable Preferred Stock. The various
classes of Exchangeable Preferred Stock were acquired for cash at an
aggregate purchase price of approximately $30,500.
In August 2002, the Company completed the sale of CHICAGO magazine for
$35,000 in cash to an affiliate of the Chicago Tribune Company. Proceeds from
the sale exceeded its net carrying value and have been used to pay down
borrowings under the credit facilities. In accordance with SFAS 144, the
operating results of CHICAGO magazine will be reclassified to discontinued
operations effective during the third quarter of 2002. CHICAGO magazine, part
of the Consumer segment, had sales of $6,568 and $7,538 and operating income
of $402 and $1,170 for the six months ended June 30, 2002 and 2001,
respectively, and sales of $3,681 and $3,958 and operating income of $504 and
$569 for the three months ended June 30, 2002 and 2001, respectively.
In August 2002, the Company purchased $4,325 of the 10 1/4% Senior Notes on
the open market, for cash of $3,741, plus accrued interest. The Company has
the authority to expend up to $10,000 for the purchase of its senior notes,
in private or public transactions.
In August 2002, Standard and Poor's affirmed its B corporate credit rating and
removed the debt from Credit Watch.
IMPACT OF INFLATION AND OTHER COSTS
The impact of inflation was immaterial during 2001 and through the first six
months of 2002. Postage for product distribution and direct mail solicitations
is a significant expense of the Company. The Company uses the U.S. Postal
Service for distribution of many of its products and marketing materials.
Postage rates increased approximately 10% in January 2001, approximately 3% in
July 2001 and approximately 12% effective June 30, 2002. In the past, the
effects of inflation on operating expenses have substantially been offset by
PRIMEDIA's ability to increase selling prices. No assurances can be given that
the Company can pass such cost increases through to its customers. In addition
to pricing actions, the Company is continuing to examine all aspects of the
manufacturing and purchasing processes to identify ways to offset some of these
price increases. The Company's paper expense decreased approximately 22% during
the first six months of 2002 compared to 2001. In the first six months of 2002,
paper costs represented approximately 5.5% of the Company's total operating
costs and expenses. This decrease is a function of a softening in paper prices
and decreased paper consumption through improved distribution and enhanced
controls surrounding paper purchases and usage by the Company.
SEASONALITY
The Company's operations are seasonal in nature. Operating results have
historically been stronger in the second half of the year with generally
strongest results generated in the fourth quarter of the year. The seasonality
of the Company's business
61
reflects (i) the relationship between advertising purchases and the retail and
academic cycles and (ii) subscription promotions and the holiday season. This
seasonality causes, and will likely continue to cause, a variation in the
Company's quarterly operating results.
FORWARD-LOOKING INFORMATION
This report contains certain forward-looking statements concerning the Company's
operations, economic performance and financial condition. These statements are
based upon a number of assumptions and estimates, which are inherently subject
to uncertainties and contingencies, many of which are beyond the control of the
Company, and reflect future business decisions, which are subject to change.
Some of the assumptions may not materialize and unanticipated events will occur
which can affect the Company's results.
62
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
During the first six-months of 2002, there were no significant changes related
to the Company's market risk exposure.
63
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Shareholders was held on May 16, 2002.
(b) At the meeting, directors, Thomas S. Rogers, Joseph Y. Bae, David Bell,
Henry R. Kravis, George R. Roberts, Perry Golkin, Charles G. McCurdy,
Beverly C. Chell, Meyer Feldberg and H. John Greeniaus were elected.
(c) Set forth below is a description of the items that were voted upon at such
meeting and the number of votes cast for, against or withheld, plus
abstentions and broker non-votes, as to each such matter and director.
(i) Election of Directors:
An election of ten directors was held and the shares so present were
voted for as follows for the election of each of the following:
Number of Number of
Shares Voted for Shares Withheld
---------------- ---------------
Thomas S. Rogers 217,331,285 6,088,011
Joseph Y. Bae 216,858,706 6,560,590
David Bell 221,410,216 2,009,080
Beverly C. Chell 217,347,512 6,071,784
Meyer Feldberg 221,429,505 1,989,791
Perry Golkin 216,374,154 7,054,142
H. John Greeniaus 221,408,903 2,010,393
Henry R. Kravis 216,364,186 7,055,110
Charles G. McCurdy 218,202,803 5,216,493
George R. Roberts 217,316,998 6,102,298
(ii) The approval of an amendment to the Company's Restated Certificate of
Incorporation to increase the number of authorized shares of common
stock from 300,000,000 to 350,000,000 was ratified with 221,777,637
votes for, 927,775 votes against and 713,884 votes abstaining.
(iii) The approval of Deloitte & Touche LLP as independent auditors for the
Company for the fiscal year ending December 31, 2002 was ratified with
222,590,929 votes for, 785,298 votes against and 43,069 votes
abstaining.
64
Part II
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(c) As of June 30, 2002, the Company issued 13,590,251 unregistered
shares of Company common stock in exchange for outstanding Company
preferred shares in reliance on Section 3(a)(9) of the Securities
Act of 1933 as amended.
65
Item 5. OTHER INFORMATION
The following tables represent the effects on sales, net and EBITDA from the
divestiture of ExitInfo.
FIRST SECOND THIRD FOURTH FIRST
QUARTER QUARTER QUARTER QUARTER FULL YEAR QUARTER
2001 2001 2001 2001 2001 2002
------------ ------------ ------------ ------------ ------------ ------------
Sales, net (as reported)(1) $ 414,201 $ 423,825 $ 407,295 $ 429,335 $ 1,674,656 $ 412,090
Effect of the sale of divested entities (3,173) (3,921) (3,894) (3,922) (14,910) (4,451)
------------ ------------ ------------ ------------ ------------ ------------
Sales, net (as restated) 411,028 419,904 403,401 425,413 1,659,746 407,639
Non-Core sales, net (as reported) 21,387 17,471 18,588 16,089 73,535 10,974
------------ ------------ ------------ ------------ ------------ ------------
Sales, net from Continuing Businesses
(as restated) $ 389,641 $ 402,433 $ 384,813 $ 409,324 $ 1,586,211 $ 396,665
============ ============ ============ ============ ============ ============
FIRST SECOND THIRD FOURTH FULL FIRST
QUARTER QUARTER QUARTER QUARTER FULL YEAR QUARTER
2001 2001 2001 2001 2001 2002
------------ ------------ ------------ ------------ ------------ ------------
EBITDA (as reported)(1) $ 37,184 $ 45,159 $ 29,809 $ 53,560 $ 165,712 $ 30,150
Effect of the sale of divested entities (1,083) (656) (240) (611) (2,590) (235)
------------ ------------ ------------ ------------ ------------ ------------
EBITDA (as restated) 36,101 44,503 29,569 52,949 163,122 29,915
Non-Core EBITDA (as reported) (11,523) (6,847) (5,350) (4,620) (28,340) (1,872)
------------ ------------ ------------ ------------ ------------ ------------
EBITDA from Continuing Businesses
(as restated) $ 47,624 $ 51,350 $ 34,919 $ 57,569 $ 191,462 $ 31,787
============ ============ ============ ============ ============ ============
(1) As reported in the March 2002 Form 10-Q, which has been reclassified to
exclude the results of the Modern Bride Group and reflects the netting of
product placement costs against reported sales, net in accordance with new
accounting standards.
66
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 -- Amendment to PRIMEDIA Inc. Certificate of Incorporation (*)
+10.1 -- Incentive and Performance Stock Option Agreement Under the
PRIMEDIA Inc. Stock Purchase and Option Plan, 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, signed
by Thomas S. Rogers. (*)
99.2 -- Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed
by Lawrence R. Rutkowski. (*)
----------
+ Compensation plan or arrangement
(*) Filed herewith
(b) Reports on Form 8-K
On April 4, 2002, PRIMEDIA Inc. filed its Current Report on Form 8-K to announce
that the Company's Board of Directors had authorized the exchange of up to
$100,000 of the outstanding shares of Exchangeable Preferred Stock of the
Company for shares of the Company's common stock. The Current Report further
detailed exchanges, which had been completed to the date of the filing.
On April 8, 2002, PRIMEDIA Inc. filed its Current Report on Form 8-K/A to
effectively amend the Current Report filed on April 4, 2002. The Current Report
filed on Form 8-K/A, in addition to disclosing the information presented in the
Current Report filed on April 4, 2002, disclosed the face amount of Exchangeable
Preferred Stock exchanged to the date of the amended Current Report, the number
of shares of the Company's common stock issued to effect the exchanges and the
expected savings to the Company from the elimination of the previously required
Exchangeable Preferred Stock dividend payments.
67
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.
PRIMEDIA INC.
(Registrant)
Date: August 14, 2002 /s/ Thomas S. Rogers
----------------------------------------------------
(Signature)
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: August 14, 2002 /s/ Lawrence R. Rutkowski
----------------------------------------------------
(Signature)
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)