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: March 31, 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
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(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
April 30, 2002: 244,526,084
The aggregate market value of the common equity of PRIMEDIA Inc. which is held
by non-affiliates of PRIMEDIA Inc. at April 30, 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 March 31, 2002 and
December 31, 2001 2
Condensed Statements of Consolidated
Operations (Unaudited) for the three months
ended March 31, 2002 and 2001 3
Condensed Statements of Consolidated
Cash Flows (Unaudited) for the three months
ended March 31, 2002 and 2001 4
Notes to Condensed Consolidated
Financial Statements (Unaudited) 5-32
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 33-48
ITEM 3. Quantitative and Qualitative Disclosures About
Market Risk 49
PART II. OTHER INFORMATION:
ITEM 2. Changes in Securities and Use of Proceeds 50
ITEM 5. Other Information 51
ITEM 6. Exhibits and Reports on Form 8-K 53
Signatures 54
2
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
March 31, December 31,
2002 2001
----------------------- ---------------------
(dollars in thousands, except per share amounts)
ASSETS
Current assets:
Cash and cash equivalents $ 34,927 $ 33,588
Accounts receivable, net 276,323 275,704
Inventories, net 28,968 34,064
Prepaid expenses and other 58,736 64,612
----------------------- ---------------------
Total current assets 398,954 407,968
Property and equipment, net 158,905 170,234
Other intangible assets, net 550,968 605,097
Goodwill, net 1,400,812 1,424,630
Other investments 42,377 45,993
Other non-current assets 75,724 78,085
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$ 2,627,740 $ 2,732,007
======================= =====================
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable $ 108,980 $ 135,502
Accrued interest payable 40,489 33,568
Accrued expenses and other 248,655 243,266
Deferred revenues 231,506 207,626
Current maturities of long-term debt 8,077 8,265
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Total current liabilities 637,707 628,227
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Long-term debt 1,923,987 1,945,631
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Deferred revenues 47,936 49,016
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Deferred income taxes 57,987 -
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Other non-current liabilities 25,489 26,768
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Exchangeable preferred stock 556,454 562,957
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Shareholders' deficiency:
Series J convertible preferred stock 128,462 122,015
Common stock ($.01 par value, 252,319,259 shares and
250,894,668 shares issued at March 31, 2002 and
December 31, 2001, respectively) 2,523 2,509
Additional paid-in capital (including warrants of
$27,959 and $25,799 at March 31, 2002 and
December 31, 2001, respectively) 2,266,046 2,258,932
Accumulated deficit (2,931,186) (2,772,201)
Accumulated other comprehensive loss (260) (2,122)
Unearned compensation (9,562) (11,882)
Common stock in treasury, at cost (7,793,175 shares
at March 31, 2002 and December 31, 2001) (77,843) (77,843)
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Total shareholders' deficiency (621,820) (480,592)
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$ 2,627,740 $ 2,732,007
======================= =====================
See notes to condensed consolidated financial statements (unaudited).
3
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
Three Months Ended
March 31,
2002 2001
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(dollars in thousands, except per share amounts)
Sales, net $ 412,090 $ 414,201
Operating costs and expenses:
Cost of goods sold 99,212 99,546
Marketing and selling 95,665 109,571
Distribution, circulation and fulfillment 78,035 65,179
Editorial 39,933 38,014
Other general expenses 60,679 56,492
Corporate administrative expenses (excluding $5,685 and $2,560
of non-cash compensation and non-recurring charges in 2002
and 2001, respectively) 8,362 8,215
Depreciation of property and equipment 15,132 14,704
Amortization of intangible assets, goodwill and other
(including $4,844 of provision for impairment in 2002) 23,774 41,639
Non-cash compensation and non-recurring charges 5,685 2,560
Provision for severance, closures and restructuring related costs 10,531 6,487
Gain on sales of businesses and other, net (555) (526)
-------------------- --------------------
Operating loss (24,363) (27,680)
Other expense:
Provision for the impairment of investments (3,459) (3,248)
Interest expense (35,569) (33,158)
Amortization of deferred financing costs (950) (1,013)
Other, net (1,848) (19,438)
-------------------- --------------------
Loss from continuing operations before income taxes (66,189) (84,537)
Deferred provision for income taxes (57,987) -
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Loss from continuing operations (124,176) (84,537)
Discontinued operations (including $6,509 gain on sale of Modern
Bride Group in 2002) 6,181 (1,271)
Cumulative effect of a change in accounting principle (from the
adoption of Statement of Financial Accounting Standards
No. 142) (21,535) -
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Net loss (139,530) (85,808)
Preferred stock dividends and related accretion (19,430) (13,674)
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Loss applicable to common shareholders $ (158,960) $ (99,482)
==================== ====================
Per Common Share:
Loss from continuing operations $ (0.59) $ (0.53)
Discontinued operations 0.03 (0.01)
Cumulative effect of a change in accounting principle (0.09) -
-------------------- --------------------
Basic and diluted loss applicable to common shareholders $ (0.65) $ (0.54)
==================== ====================
Basic and diluted common shares outstanding 243,184,081 183,027,919
==================== ====================
See notes to condensed consolidated financial statements (unaudited).
4
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
Three Months Ended
March 31,
2002 2001
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(dollars in thousands)
OPERATING ACTIVITIES:
Net loss $ (139,530) $ (85,808)
Adjustments to reconcile net loss to net cash used in
operating activities 118,900 52,749
Changes in operating assets and liabilities 13,305 (68,771)
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Net cash used in operating activities (7,325) (101,830)
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INVESTING ACTIVITIES:
Additions to property, equipment and other, net (4,882) (14,311)
Proceeds from sales of businesses and other, net 50,141 610
(Payments) for businesses acquired, net of cash acquired (1,664) 93,672
Payments for other investments (287) (4,625)
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Net cash provided by investing activities 43,308 75,346
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FINANCING ACTIVITIES:
Borrowings under credit agreements 116,425 251,800
Repayments of borrowings under credit agreements (137,425) (224,300)
Proceeds from issuances of common stock, net 888 1,825
Dividends paid to preferred stock shareholders (13,392) (13,266)
Other (1,140) (1,130)
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Net cash provided by (used in) financing activities (34,644) 14,929
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Increase (decrease) in cash and cash equivalents 1,339 (11,555)
Cash and cash equivalents, beginning of period 33,588 23,690
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Cash and cash equivalents, end of period $ 34,927 $ 12,135
==================== ==================
Supplemental information:
Cash interest paid $ 25,171 $ 28,356
==================== ==================
Cash taxes paid, net of refunds $ 98 $ 50
==================== ==================
Businesses acquired:
Fair value of assets acquired $ - $ 759,281
Less: Liabilities assumed 1,664 42,911
Less: Stock and stock option consideration for About.com, Inc. acquisition - 700,549
Less: Cash acquired in connection with the About.com, Inc. acquisition - 109,493
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(Payments) for businesses acquired, net of cash acquired $ (1,664) $ 93,672
==================== ==================
Non-cash activities:
Issuance of warrants in connection with EMAP acquisition and related
financing $ 2,160 $ -
==================== ==================
Accretion in carrying value of exchangeable and convertible
preferred stock $ 2,828 $ 408
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Payments of dividends-in-kind on Series J Convertible Preferred Stock $ 4,028 $ -
==================== ==================
Gain on conversion of the Series H Exchangeable Preferred Stock
to common stock $ 2,978 $ -
==================== ==================
Assets-for-equity transactions $ 2,690 $ 400
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See notes to condensed consolidated financial statements (unaudited).
5
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, 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 is included in the Company's annual
report on Form 10-K for the year ended December 31, 2001. The operating
results for the three-month period ended March 31, 2002 is 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 three-month
period ended March 31, 2002. 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
restatement of sales, net of $5,130 with a corresponding restatement of
distribution, circulation and fulfillment expense on the accompanying
condensed statement of consolidated operations for the three months ended
March 31, 2001. The adoption of Statement of Financial Accounting Standards
("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" resulted in a restatement of sales, net of approximately $7,700 and a
restatement of the loss from continuing operations of approximately $1,300
for the quarter ended March 31, 2001.
RECENT ACCOUNTING PRONOUNCEMENTS
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 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 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 $5,258 and $5,130 for the three months ended March 31, 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, "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 estimated goodwill related to the acquisition of EMAP has not
and will not be amortized. The estimated identifiable intangible assets are
currently being amortized over a fifteen-year useful life, which is subject to a
final valuation and purchase price allocation.
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.
6
As required by the SFAS 142, the Company reviewed its indefinite lived
intangible assets (primarily trademarks) for impairment as of January 1,
2002. As a result, the Company recorded a cumulative effect of a change in
accounting principle of approximately $21,500 ($0.09 per share) during the
first quarter. Indefinite lived intangible assets acquired in the EMAP
acquisition have not been reviewed for impairment as of January 1, 2002 as
the final valuation and purchase price allocation have not been completed.
During the second quarter of 2002, the Company will conduct its preliminary
review of goodwill for impairment which could increase the cumulative effect
of a change in accounting principle.
The Company also recorded a non-cash deferred income tax expense of
approximately $52,000 on January 1, 2002 and $6,000 during the quarter ended
March 31, 2002, both 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. 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 amortizaton 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 $6,000 to increase the
valuation allowance for the three months ended March 31, 2002. The Company
expects that it will record an additional $18,000 to increase the valuation
allowance during the remaining nine months of 2002.
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:
Three Months Ended March 31,
2002 2001
------------------ ------------------
Reported loss applicable to common shareholders $ (158,960) $ (99,482)
Amortization of goodwill and indefinite lived
intangible assets - 24,203
Cumulative effect of a change in accounting principle 21,535 -
Deferred provision for income taxes 57,987 -
------------------ ------------------
Adjusted loss applicable to common shareholders $ (79,438) $ (75,279)
================== ==================
Reported loss applicable to common shareholders per
common share $ (0.65) $ (0.54)
Amortization of goodwill and indefinite lived
intangible assets per common share - 0.13
Cumulative effect of a change in accounting principle
per common share 0.09 -
Deferred provision for income taxes per common share 0.24 -
------------------ ------------------
Adjusted loss applicable to common shareholders
per common share $ (0.32) $ (0.41)
================== ==================
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
7
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 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 were recorded as discontinued operations
during the quarters ended March 31, 2002 and 2001. Discontinued operations
includes sales of the Modern Bride Group of approximately $4,400 and $7,700
and income (loss) from continuing operations of approximately $6,200 (including
a gain on sale of approximately $6,500) and approximately $(1,300) for the
three months ended March 31, 2002 and 2001, respectively.
As a result of the adoption of EITF 00-25, EITF 01-9 and SFAS 144, the Company
restated sales, net for the three months ended March 31, 2001 as follows:
Sales, net (as originally reported) $ 427,006
Less: Effect of SFAS 144 7,675
Effect of EITF 00-25 and 01-9 5,130
--------------
Sales, net (as restated) $ 414,201
==============
BARTER TRANSACTIONS
The Company trades advertisements in its traditional and online properties in
exchange for trade show space and booths and advertising in properties of
other companies. 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 generally recognized as incurred. Revenue
from barter transactions was approximately $5,500 and $10,000 for the three
months ended March 31, 2002 and 2001, respectively, with equal related
expense amounts in each three month period.
8
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 publishes 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. The
preliminary purchase cost allocations for the EMAP acquisition are subject to
adjustment when additional information concerning asset and liability
valuations is obtained. The final asset and liability fair values may differ
from those set forth on the accompanying condensed consolidated balance sheet
at March 31, 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 a vast array
of 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 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:
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 options) 102,404
Less: Unearned compensation related to unvested options (7,592)
9
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 $109,493) (175,050)
Less: Fair value of indentifiable 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. During the quarters ended March
2002 and 2001, the Company recorded charges related to the amortization of
the intrinsic value of unvested "in-the-money" options of $882 and $336,
respectively (see Note 10). The remaining $12,149 is included within the
total purchase price. As of March 31, 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
March 31, 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 cover 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.
In connection with the acquisition, the Company entered into various
agreements with two key executives of About as discussed in Note 10.
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. Further, this acquisition advances
PRIMEDIA to the number one spot 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.
10
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. During the
first quarter of 2002, the Company paid dividends-in-kind (32,227 shares of
Series J Convertible Preferred Stock) valued at approximately $4,000. 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 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 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 and
February 2002, the Company issued to KKR 1996 Fund additional warrants to
purchase 250,000 and 1,000,000 shares, respectively, of the Company's common
stock. The Company ascribed a value of $498 and $2,160, 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
2,750,000 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 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:
11
Purchase consideration (including working capital and
other settlements) $ 525,000
Direct Acquisition Costs 6,565
--------------
531,565
Add: Fair value of net tangible liabilities of EMAP 36,785
--------------
Total goodwill and intangible assets $ 568,350
==============
The purchase price has been allocated based on management's best estimate of the
fair value of assets acquired and liabilities assumed based on the historical
financial statements of EMAP. The excess purchase price over the fair value of
net tangible liabilities acquired has been allocated to other identifiable
intangibles and goodwill based on an analysis of the Company's past experience
with similar acquisitions. Of the total goodwill and intangible assets, $409,218
has been allocated to goodwill which is not being amortized under SFAS No. 142,
and $159,132 has been allocated to other intangible assets, which are being
amortized over a 15 year period. This reflects preliminary estimates of the
allocation of purchase consideration. The final allocation of the purchase
consideration will be determined based on an independent appraisal and a
comprehensive final evaluation of the fair values and useful lives of EMAP's
tangible assets acquired, identifiable intangible assets and goodwill at the
time of the acquisition. The final determination may result in asset and
liability fair values and useful lives that are different than the preliminary
estimates of these amounts.
The Company's 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 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 $2,600 during the first three
months of 2002 and 2001. 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.
Three Months
Ended March
31, 2001
-------------------
Sales, net $ 486,885
Loss applicable to common shareholders $ (207,110)
Basic and diluted loss applicable to common shareholders
per common share $ (0.94)
12
Weighted average shares used in basic and diluted loss
applicable to common shareholders per common share 220,507,079
OTHER INVESTMENTS.
Other investments consist of the following:
March 31, December 31,
2002 2001
----------------- -----------------
Cost method investments $ 38,852 $ 40,189
Equity method investments 3,525 5,804
----------------- -----------------
$ 42,377 $ 45,993
================= =================
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 sold a PRIMEDIA Ventures investment and received proceeds of $323
and realized a gain on the sale of $28 for the three months ended March 31,
2002.
The Company recorded provisions for impairment of various PRIMEDIA Ventures'
investments of $750 as a component of provision for the impairment of
investments on the accompanying condensed statement of consolidated operations
for the three months ended March 31, 2002.
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, or 5%, 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 three months ended March 31, 2001, the
Company recorded an unrealized loss of $4,672 related to its investment in CMGI,
Inc. The unrealized loss was based on the then market value of CMGI, Inc. common
stock. 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 three months ended March 31, 2001, the
Company recorded an unrealized gain of $742 related to its investment in Liberty
Digital. The unrealized gain was based on the then market value of Liberty
Digital Inc. common stock. During 2001, the Company sold its investment in
Liberty Digital for total proceeds and loss on sale of $1,838 and $668,
respectively.
13
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 approximately $31,000
(approximately $28,000 representing cost method investments and,
approximately $3,000 representing equity method investments) and $33,000
(approximately $28,000 representing cost method investments and approximately
$5,000 representing equity method investments) at March 31, 2002 and December
31, 2001, respectively. At March 31, 2002 and December 31, 2001,
respectively, approximately $11,000 and $13,000 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. During the
three months ended March 31, 2002 and 2001, the Company recorded revenue from
these agreements approximating $2,800 and $28,900, respectively.
These transactions are recorded at the fair value of the equity securities
received. As an observable market price does not exist for equity securities
of private companies, estimates of fair value of such securities are more
subjective than for securities of public companies. 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.
The Company continually evaluates all of its investments for potential
impairment in accordance with SFAS No. 144. If an investment is deemed to be
permanently impaired, its carrying value will be reduced to fair market value.
During the three months ended March 31, 2002, the Company recorded a provision
for impairment of its investments in certain Investees of $2,709 as the decline
in value of the investments was deemed to be other than temporary.
During the three months ended March 31, 2002 and 2001, respectively, the Company
recorded approximately $2,500 and $18,100 of equity method losses from
Investees, which is included in other, net on the accompanying condensed
statements of consolidated operations, and during the three months ended March
31, 2002 and 2001, respectively, the Company recognized approximately $400 and
$2,900 of revenue related to the equity method Investees.
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
14
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. During the three months ended March 31, 2001,
in accordance with the terms of these agreements, the Company recorded revenue
of approximately $21,000, and expenses of approximately $3,500.
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 three months ended March 31, 2002.
In accordance with SFAS 144, the operating results of the Modern Bride Group for
the three months ended March 31, 2002 and 2001, have been reclassified to
discontinued operations on the accompanying condensed statements of consolidated
operation for their respective periods. No tax provision was associated with the
discontinued operations.
4. ACCOUNTS RECEIVABLE, NET
Accounts receivable consist of the following:
March 31, December 31,
2002 2001
----------------- ----------------
Accounts Receivable $ 308,907 $ 304,971
Less: Allowance for doubtful accounts 20,000 19,311
Allowance for returns and rebates 12,584 9,956
----------------- ----------------
$ 276,323 $ 275,704
================= ================
5. INVENTORIES, NET
Inventories consist of the following:
March 31, December 31,
2002 2001
----------------- ----------------
Finished goods $ 7,368 $ 7,346
Work in process 260 38
Raw materials 23,547 28,323
----------------- ----------------
31,175 35,707
Less: Allowance for obsolescence 2,207 1,643
----------------- ----------------
$ 28,968 $ 34,064
================= ================
6. OTHER NON-CURRENT ASSETS
Other non-current assets consist of the following:
15
March 31, December 31,
2002 2001
----------------- ----------------
Deferred financing costs, net $ 21,426 $ 22,324
Deferred wiring and installation costs, net 18,729 21,069
Direct-response advertising costs, net 17,260 15,630
Prepublication and programming costs, net 13,087 13,315
Other 5,222 5,747
----------------- ----------------
$ 75,724 $ 78,085
================= ================
The deferred financing costs are net of accumulated amortization of $9,861 and
$8,911 at March 31, 2002 and December 31, 2001, respectively. The deferred
wiring and installation costs are net of accumulated amortization of $58,627 and
$56,449 at March 31, 2002 and December 31, 2001, respectively. Direct-response
advertising costs are net of accumulated amortization of $110,855 and $116,700
at March 31, 2002 and December 31, 2001, respectively. Prepublication and
programming costs are net of accumulated amortization of $36,940 and $35,196 at
March 31, 2002 and December 31, 2001, respectively.
7. OTHER INTANGIBLE ASSETS
Intangible assets still subject to amortization after the adoption of SFAS No.
142 consist of the following:
March 31, 2002 December 31, 2001
-------------------------------------- --------------------------------------
Gross Gross
Range of Carrying Accumulated Carrying Accumulated
Lives Amount Amortization Net Amount Amortization Net
----- ------ ------------ --- ------ ------------ ---
Trademarks 3 $ 21,013 $ 7,588 $ 13,425 $ 21,013 $ 5,837 $ 15,176
Membership, subscriber and
customer lists 2-20 499,370 341,609 157,761 499,530 335,655 163,875
Non-compete agreements 1-10 212,810 183,058 29,752 213,585 180,697 32,888
Trademark license agreements 2-15 2,967 2,859 108 2,967 2,852 115
Copyrights 3-20 20,251 17,005 3,246 20,251 16,718 3,533
Databases 2-12 13,662 10,188 3,474 13,662 9,825 3,837
Advertiser lists .5-20 188,021 151,174 36,847 202,083 159,067 43,016
Distribution agreements 1-7 11,745 11,682 63 11,745 11,666 79
16
Other 1-5 10,880 10,729 151 10,880 10,727 153
--------- ------------ ------------- ----------- ------------ -----------
$ 980,719 $ 735,892 $ 244,827 $ 995,716 $ 733,044 $ 262,672
========= ============ ============= =========== ============ ===========
Amortization expense for other intangible assets still subject to
amortization (excluding deferred wiring and installation costs and provision
for impairment) was approximately $16,400 for the three months ended March
31, 2002. At March 31, 2002, estimated future amortization expense of other
intangible assets still subject to amortization is as follows: approximately
$50,000 for the remaining nine months of 2002 and approximately $47,000,
$31,000, $23,000, $18,000 and $16,000 for 2003, 2004, 2005, 2006 and 2007,
respectively. Amortization expense, including amortization of goodwill and
trademarks (excluding deferred wiring and installation costs), for the three
months ended March 31, 2001 was $38,064, of which $13,861 represents
amortization of other intangible assets still subject to amortization.
8. LONG-TERM DEBT
Long-term debt consists of the following:
March 31, December 31,
2002 2001
------------------ -----------------
Borrowings under credit facilities $ 762,875 $ 783,875
10 1/4% Senior Notes due 2004 100,000 100,000
8 1/2% Senior Notes due 2006 299,387 299,353
7 5/8% Senior Notes due 2008 249,046 249,011
8 7/8% Senior Notes due 2011 493,099 492,978
------------------ -----------------
1,904,407 1,925,217
Obligation under capital leases 27,657 28,679
------------------ -----------------
1,932,064 1,953,896
Less: Current maturities of long-term debt 8,077 8,265
------------------ -----------------
$ 1,923,987 $ 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.
Borrowings under the bank credit facilities are guaranteed by each of the
Company's wholly owned domestic restricted subsidiaries as determined by the
Company's management in accordance with the provisions and limitations of the
Company's credit agreement. The guarantees are full, unconditional and joint and
several. Certain of the Company's subsidiaries, which primarily represent
Internet assets and businesses, new launches and other properties under
evaluation for turnaround or shutdown and foreign subsidiaries, are not
guarantors of the bank credit facilities.
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 $240,000 was outstanding at
March 31, 2002.
17
- a term loan A, of which $100,000 was outstanding at March 31, 2002; and
- a term loan B, of which $422,875 was outstanding at March 31, 2002.
As of March 31, 2002, the Company had $762,875 borrowings outstanding,
approximately $23,000 letters of credit outstanding and unused bank
commitments of approximately $212,000 under the bank credit facilities.
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 March 31, 2002, the weighted average
variable interest rate on all outstanding borrowings under the bank credit
facilities was 4.4%.
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
quarter 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.
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.
18
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 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 prices
ranging from 102.125% in 2002 to 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 approximately $493,000
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.
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 fully,
unconditionally and jointly and severally guaranteed by each of our domestic
restricted subsidiaries. The Senior Notes are secured by a pledge of stock of
PRIMEDIA Companies Inc.
The scheduled repayments of all debt outstanding, including capital leases, as
of March 31, 2002, are as follows:
Twelve Months Ended March 31, Capital Lease
Debt Obligations Total
----------- ------------- ---------
2003................................................. $ 4,250 $ 3,827 $ 8,077
2004................................................. 4,250 3,337 7,587
19
2005................................................. 116,750 2,788 119,538
2006................................................. 328,637 1,525 330,162
2007................................................. 29,250 1,372 30,622
Thereafter........................................... 1,421,270 14,808 1,436,078
----------- --------- -----------
$ 1,904,407 $ 27,657 $ 1,932,064
----------- --------- -----------
9. EXCHANGEABLE PREFERRED STOCK
Exchangeable Preferred Stock consists of the following:
March 31, December 31,
2002 2001
---------------- ----------------
$10.00 Series D Exchangeable Preferred Stock $ 196,816 $ 196,679
$9.20 Series F Exchangeable Preferred Stock 121,885 121,781
$8.625 Series H Exchangeable Preferred Stock 237,753 244,497
---------------- ----------------
$ 556,454 $ 562,957
================ ================
$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, all of which were issued and outstanding at March
31, 2002 and December 31, 2001. The liquidation and redemption value at March
31, 2002 and December 31, 2001 was $200,000.
$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, all of which was issued and outstanding at March
31, 2002 and December 31, 2001. The liquidation and redemption value at March
31, 2002 and December 31, 2001 was $125,000.
$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 2,429,336 shares and 2,500,000 shares
were issued and outstanding at March 31, 2002 and December 31, 2001,
respectively. The liquidation and redemption value was $242,934 at March 31,
2002 and $250,000 at December 31, 2001.
During the first quarter of 2002, the Company exchanged $7,066 of Series H
Exchangeable Preferred Stock for 1,144,778 shares of common stock. The gain on
the exchange of approximately $2,978 is included as a component of additional
paid-in capital on the accompanying condensed consolidated balance sheet at
March 31, 2002 and is included in the calculation of basic and diluted loss
applicable to common shareholders per common share on the condensed statement of
consolidated operations for the three months ended March 31, 2002.
10. NON-CASH COMPENSATION AND NON-RECURRING CHARGES
20
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. Non-cash compensation of $773 and $1,219
which reflects pro rata vesting on a graded basis was recorded for the quarters
ended March 31, 2002 and 2001, respectively.
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, 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.
Non-cash compensation of $638 and $1,005 which reflects pro rata vesting on a
graded basis was recorded for the quarters ended March 31, 2002 and 2001,
respectively. 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 has 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, however the Company was not obligated
to make this payment until April 2002. In connection with these agreements,
the Company recorded a liability of approximately $21,200 at March 31, 2002
and approximately $18,400 at December 31, 2001 representing the Shortfall
Payments due under both agreements, based on the fair value of the Company's
stock on such dates. This liability is a component of accrued expenses and
other on the accompanying condensed consolidated balance sheets at March 31,
2002 and December 31, 2001. In April 2002, the Company paid approximately
$20,300 to the financial institution.
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 quarter ended March 31, 2002, the Company recorded $5,685 of non-cash
compensation and non-recurring charges. These non-cash compensation charges
consisted of a $1,411 charge related to the restricted stock and option grants
to two key executives of About discussed above, a $882 charge related to the
amortization of the intrinsic value of unvested "in-the-money" options issued in
connection with the About merger and a $329 charge related to the issuance of
stock in connection with an acquisition. These non-recurring charges consisted
of a $3,037 charge related to the share lockup arrangements with certain
executives of About discussed above and a $26 charge related to certain
non-recurring compensation arrangements with certain senior executives.
During the quarter ended March 31, 2001, the Company recorded $2,560 of non-cash
compensation charges. These non-cash charges consisted of a $2,224 charge
related to the restricted stock and option grants to two key executives of About
discussed above and a $336 charge related to the amortization of the intrinsic
value of unvested "in-the-money" options issued in connection with the About
merger.
21
11. 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 the first quarter of 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 three month periods ended March 31, 2002 and 2001 are
presented in the following tables:
NET PROVISION PAYMENTS
FOR THE DURING THE
LIABILITY AS OF THREE MONTHS THREE MONTHS LIABILITY AS OF
DECEMBER 31, ENDED ENDED MARCH 31,
2001 MARCH 31, 2002 MARCH 31, 2002 2002
--------------- ------------------ -------------------- --------------------
Severance and closures:
Employee-related
termination costs... $ 9,043 $ 2,079 $ (4,433) $ 6,689
Termination of
contracts........... 2,318 - (1,071) 1,247
Termination of
leases related to
office closures..... 13,037 8,321 (1,708) 19,650
--------------- ------------------ -------------------- --------------------
24,398 10,400 (7,212) 27,586
--------------- ------------------ -------------------- --------------------
Restructuring related:
Relocation and
other employee
costs......
- 131 (131) -
--------------- ------------------ -------------------- --------------------
- 131 (131) -
--------------- ------------------ -------------------- --------------------
Total severance,
closures and
restructuring
related costs....... $ 24,398 $ 10,531 $ (7,343) $ 27,586
=============== ================== ==================== ====================
22
NET PROVISION PAYMENTS
FOR THE DURING THE
LIABILITY AS OF THREE MONTHS THREE MONTHS LIABILITY AS OF
DECEMBER 31, ENDED ENDED MARCH 31,
2000 MARCH 31, 2001 MARCH 31, 2001 2001
--------------- ------------------ -------------------- --------------------
Severance and closures:
Employee related
termination costs..... $ 7,063 $ 2,348 $ (2,374) $ 7,037
Termination of
contracts............. 1,519 558 (312) 1,765
Termination of leases
related to office
closures.............. 1,634 128 (193) 1,569
Other................. 213 - (23) 190
--------------- ------------------ -------------------- --------------------
10,429 3,034 (2,902) 10,561
--------------- ------------------ -------------------- --------------------
Restructuring related:
Consulting services... 498 2,595 (2,712) 381
Relocation and other
employee costs........ 462 523 (500) 485
Other - 335 - 335
--------------- ------------------ -------------------- --------------------
960 3,453 (3,212) 1,201
--------------- ------------------ -------------------- --------------------
Total severance,
closures and
restructuring related
costs................. $ 11,389 $ 6,487 $ (6,114) $ 11,762
=============== ================== ==================== ====================
A significant portion of the remaining costs are expected to be paid during 2002
with the balance, primarily related to leases, to be paid through 2015. To
eliminate 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 1,520
individuals, of which 200 were notified during the quarter ended March 31,
2002, that they will be terminated under these plans. As of March 31, 2002,
1,450 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 a nine-month period.
The liabilities representing the provision for severance, closures and
restructuring related costs are included in accrued expenses and other on the
accompanying condensed consolidated balance sheets.
12. COMPREHENSIVE LOSS
Comprehensive loss for the three months ended March 31, 2002 and 2001 is
presented in the following tables:
23
Three Months Ended
March 31, March 31,
2002 2001
---------------- ----------------
Net loss $ (139,530) $ (85,808)
Other comprehensive income (loss):
Unrealized loss on available-for-sale securities - (5,610)
Change in fair value of derivative instruments 1,897 (2,566)
Foreign currency translation adjustments (35) (531)
---------------- ----------------
Total comprehensive loss $ (137,668) $ (94,515)
================ ================
13. LOSS PER COMMON SHARE
Loss per share for the three-month periods ended March 31, 2002 and 2001 has
been determined based on net loss after preferred stock dividends, related
accretion, 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.
14. 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 effect on the condensed
consolidated financial statements of the Company.
15. 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 and videos for consumers in various niche
markets. The Company's business-to-business segment produces and distributes
magazines, books, directories, databases and vocational training materials 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-maker to make decisions about resources to be allocated to the
segment and assess its performance. 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. The Company has segregated the Non-Core
Businesses from the aforementioned segments because the Company's chief
operating decision-maker views 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 $900 and $1,000 were allocated to the Non-Core
Businesses during the three month periods ended March 31, 2002 and March 31,
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 on
sales of businesses and other, net.
24
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.
Three Months Ended
March 31,
2002 2001
---------------- -----------------
SALES, NET:
Consumer $ 345,457 $ 292,066
Business-to-Business 89,913 115,662
Eliminations (34,254) (14,913)
Other:
Non-Core Businesses 10,974 21,386
---------------- -----------------
Total $ 412,090 $ 414,201
================ =================
EBITDA (1):
Consumer $ 40,024 $ 36,930
Business-to-Business (2) 862 20,007
Other:
Corporate (8,810) (8,230)
Non-Core Businesses (1,872) (11,523)
---------------- -----------------
Total $ 30,204 $ 37,184
================ =================
The following is a reconciliation of EBITDA to operating loss:
Three Months Ended
March 31,
2002 2001
---------------- --------------
Total EBITDA (1) $ 30,204 $ 37,184
Depreciation of property and equipment (15,132) (14,704)
Amortization of intangible assets, goodwill
and other (23,774) (41,639)
Non-cash compensation and
non-recurring charges (5,685) (2,560)
Provision for severance, closures and
restructuring related costs (10,531) (6,487)
Gain on sales of businesses and
other, net 555 526
---------------- --------------
Operating loss $ (24,363) $ (27,680)
================ ==============
(1) EBITDA represents earnings before interest, taxes, depreciation,
amortization and other (income) charges including non-cash compensation and
non-recurring charges of $5,685 and $2,560 for the three months ended March
31, 2002
25
and 2001, respectively, a provision for severance, closures and
restructuring related costs of $10,531 and $6,487 for the three months ended
March 31, 2002 and 2001, respectively, and gain on sales of businesses and
other, net of $(555) and $(526) for the three months ended March 31, 2002
and 2001, respectively. 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 should not be considered in
isolation or as a substitute for other measures of financial performance or
liquidity. The primary difference between EBITDA and cash flow used in
operating activities relates to changes in working capital requirements and
payments made for interest and income taxes. Additionally, EBITDA is not
available for the Company's discretionary use as there are legal
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.
16. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT
The information that follows presents condensed consolidating financial
information as of March 31, 2002 and December 31, 2001 and for the three months
ended March 31, 2002 and 2001 for a) PRIMEDIA Inc. (as the Issuer), b) the
guarantor subsidiaries, 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), d)
elimination entries and e) the Company on a consolidated basis. Certain
businesses, which were included as guarantor subsidiaries as of March 31, 2001
have been classified as non-guarantor subsidiaries as of March 31, 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 operations,
foreign operations, certain distribution operations, certain start-up magazine
businesses, revenues and related expenses derived from the licensing of certain
products of guarantor subsidiaries and expenses associated with the cross
promotion by the guarantor subsidiaries of the activities of the non-guarantor
subsidiaries. The expenses described above are billed, by the Company, at market
rates. All intercompany related activities are eliminated in consolidation.
26
16. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT (CONTINUED)
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
(UNAUDITED)
March 31, 2002
(dollars in thousands)
Primedia Inc.
Guarantor Non-Guarantor and
Primedia Inc. Subsidiaries Subsidiaries Eliminations Subsidiaries
-------------- ---------------- --------------- --------------- -------------
ASSETS
Current assets:
Cash and cash equivalents $ 20,924 $ 7,344 $ 6,659 $ - $ 34,927
Accounts receivable, net 1,641 244,003 30,679 - 276,323
Intercompany receivables 1,650,230 458,424 53,562 (2,162,216) -
Inventories, net - 27,214 1,754 - 28,968
Prepaid expenses and other 3,904 52,361 2,471 - 58,736
-------------- ---------------- --------------- --------------- -------------
Total current assets 1,676,699 789,346 95,125 (2,162,216) 398,954
Property and equipment, net 6,196 105,335 47,374 - 158,905
Investment in and advances to subsidiaries 1,062,640 - - (1,062,640) -
Other intangible assets, net 1,264 519,032 30,672 - 550,968
Goodwill, net (6,076) 1,313,033 93,855 - 1,400,812
Other investments 37,206 - 5,171 - 42,377
Other non-current assets 853 68,511 6,360 - 75,724
-------------- ---------------- --------------- --------------- -------------
$ 2,778,782 $ 2,795,257 $ 278,557 $ (3,224,856) $ 2,627,740
============== ================ =============== ============== ============
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable $ 334 $ 86,288 $ 22,358 $ - $ 108,980
Intercompany payables 723,571 1,146,263 292,382 (2,162,216) -
Accrued interest payable 40,489 - - - 40,489
Accrued expenses and other 75,720 120,300 52,635 - 248,655
Deferred revenues 38,976 199,926 (7,396) - 231,506
Current maturities of long-term debt 4,297 3,773 7 - 8,077
-------------- ---------------- --------------- --------------- -------------
Total current liabilities 883,387 1,556,550 359,986 (2,162,216) 637,707
-------------- ---------------- --------------- --------------- -------------
Long-term debt 1,900,157 23,830 - - 1,923,987
-------------- ---------------- --------------- --------------- -------------
Intercompany notes payable - 2,414,633 767,551 (3,182,184) -
-------------- ---------------- --------------- --------------- -------------
Deferred revenues 2,266 45,670 - - 47,936
-------------- ---------------- --------------- --------------- -------------
Deferred income taxes 57,987 - - - 57,987
-------------- ---------------- --------------- --------------- -------------
Other non-current liabilities 351 24,272 866 - 25,489
-------------- ---------------- --------------- --------------- -------------
Exchangeable preferred stock 556,454 - - - 556,454
-------------- ---------------- --------------- --------------- -------------
Shareholders' deficiency:
Series J convertible preferred stock 128,462 - - 128,462
Common stock 2,523 - - - 2,523
Additional paid-in capital 2,266,046 - - - 2,266,046
Accumulated deficit (2,931,186) (1,269,375) (849,591) 2,118,966 (2,931,186)
Accumulated other comprehensive loss (260) (5) (255) 260 (260)
Unearned compensation (9,562) (318) - 318 (9,562)
Common stock in treasury, at cost (77,843) - - - (77,843)
-------------- ---------------- --------------- --------------- -------------
Total shareholders' deficiency (621,820) (1,269,698) (849,846) 2,119,544 (621,820)
-------------- ---------------- --------------- --------------- -------------
$ 2,778,782 $ 2,795,257 $ 278,557 $ (3,224,856) $ 2,627,740
============== ================ =============== ============== ============
27
16. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT (CONTINUED)
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(UNAUDITED)
For the Quarter Ended March 31, 2002
(dollars in thousands)
Primedia Inc.
Guarantor Non-Guarantor and
Primedia Inc. Subsidiaries Subsidiaries Eliminations Subsidiaries
-------------- ---------------- --------------- --------------- ------------
Sales, net $ 389 $ 377,539 $ 68,805 $ (34,643) $ 412,090
Operating costs and expenses:
Cost of goods sold - 107,328 26,527 (34,643) 99,212
Marketing and selling 28 63,846 31,791 - 95,665
Distribution, circulation and fulfillment - 54,713 23,322 - 78,035
Editorial - 26,747 13,186 - 39,933
Other general expenses 806 41,626 18,247 - 60,679
Corporate administrative expenses
(excluding non-cash compensation and
non-recurring charges) 7,485 - 877 - 8,362
Depreciation of property and equipment 603 9,689 4,840 - 15,132
Amortization of intangible assets, goodwill
and other 188 20,426 3,160 - 23,774
Non-cash compensation and non-recurring
charges 2,620 (1) 3,066 - 5,685
Provision for severance, closures and
restructuring related costs 6,340 3,954 237 - 10,531
Gain on sales of businesses and other, net - (555) - - (555)
-------------- ---------------- --------------- -------------- ------------
Operating income (loss) (17,681) 49,766 (56,448) - (24,363)
Other income (expense):
Provision for the impairment of investments (3,459) - - - (3,459)
Interest expense (34,188) (827) (554) - (35,569)
Amortization of deferred financing costs - (883) (67) - (950)
Equity in losses of subsidiaries (80,944) - - 80,944 -
Intercompany management fees and interest 56,697 (56,697) - - -
Other, net (1,965) 550 (433) - (1,848)
-------------- ---------------- --------------- -------------- ------------
Loss from continuing operations before income
taxes (81,540) (8,091) (57,502) 80,944 (66,189)
Deferred provision for income taxes (57,990) 26 (23) - (57,987)
-------------- ---------------- --------------- -------------- ------------
Loss from continuing operations (139,530) (8,065) (57,525) 80,944 (124,176)
Discontinued operations - 6,181 - - 6,181
Cumulative effect of a change in accounting
principle - (21,535) - - (21,535)
-------------- ---------------- --------------- -------------- ------------
Net loss $ (139,530) $ (23,419) $ (57,525) $ 80,944 $ (139,530)
============== ================ =============== ============== ============
28
16. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT (CONTINUED)
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Quarter Ended March 31, 2002
(dollars in thousands)
Primedia Inc.
Guarantor Non-Guarantor and
Primedia Inc. Subsidiaries Subsidiaries Eliminations Subsidiaries
-------------- ---------------- --------------- --------------- -------------
OPERATING ACTIVITIES:
Net loss $ (139,530) $ (23,419) $ (57,525) $ 80,944 $ (139,530)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities 91,735 101,318 6,791 (80,944) 118,900
Changes in operating assets and liabilities 15,272 (8,474) 6,507 - 13,305
-------------- ---------------- --------------- --------------- -------------
Net cash provided by (used in) operating
activities (32,523) 69,425 (44,227) - (7,325)
-------------- ---------------- --------------- --------------- -------------
INVESTING ACTIVITIES:
Additions to property, equipment and other, net (209) (597) (4,076) - (4,882)
Proceeds from sales of businesses and other, net - 50,144 (3) - 50,141
(Payments) for businesses acquired, net of cash
acquired - (1,623) (41) - (1,664)
Payments for other investments (179) (232) 124 - (287)
-------------- ---------------- --------------- --------------- -------------
Net cash provided by (used in) investing
activities (388) 47,692 (3,996) - 43,308
-------------- ---------------- --------------- --------------- -------------
FINANCING ACTIVITIES:
Intercompany activity 69,965 (122,005) 52,040 - -
Borrowings under credit agreements 116,425 - - - 116,425
Repayments of borrowings under credit agreements (137,425) - - - (137,425)
Proceeds from issuances of common stock, net 860 28 - - 888
Dividends paid to preferred stock shareholders (13,392) - - - (13,392)
Other (76) (1,053) (11) - (1,140)
-------------- ---------------- --------------- --------------- -------------
Net cash provided by (used in)
financing activities 36,357 (123,030) 52,029 - (34,644)
-------------- ---------------- --------------- --------------- -------------
Increase (decrease) in cash and cash equivalents 3,446 (5,913) 3,806 - 1,339
Cash and cash equivalents, beginning of period 17,478 13,257 2,853 - 33,588
-------------- ---------------- --------------- --------------- -------------
Cash and cash equivalents, end of period $ 20,924 $ 7,344 $ 6,659 $ - $ 34,927
============ ================ =============== =============== =============
29
16. 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
============== =============== ============== ============= ==============
30
16. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT (CONTINUED)
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(UNAUDITED)
For the Three Months Ended March 31, 2001
(dollars in thousands)
Guarantor Non-Guarantor
Primedia Inc. Subsidiaries Subsidiaries
---------------- --------------- --------------
Sales, net $ - $ 402,828 $ 27,577
Operating costs and expenses:
Cost of goods sold - 93,771 21,964
Marketing and selling - 92,821 16,750
Distribution, circulation and fulfillment - 64,115 1,064
Editorial - 35,437 2,577
Other general expenses - 43,658 12,834
Corporate administrative expenses
(excluding non-cash compensation and
non-recurring charges) 7,964 - 266
Depreciation of property and equipment 300 9,344 5,060
Amortization of intangible assets, goodwill
and other 96 27,709 13,834
Non-cash compensation and non-recurring charges 2,560 - -
Provision for severance, closures and
restructuring related costs 2,239 3,520 728
Gain on sales of businesses and other, net - (526) -
------------ -------------- ------------
Operating income (loss) (13,159) 32,979 (47,500)
Other income (expense):
Provision for the impairment of investments (3,248) - -
Interest expense (32,661) (497) -
Amortization of deferred financing costs - (1,013) -
Equity in losses of subsidiaries (72,473) - -
Intercompany management fees and interest 54,071 (54,071) -
Other, net (18,338) (1,099) (1)
------------ -------------- ------------
Loss from continuing operations (85,808) (23,701) (47,501)
Discontinued operations - (1,271) -
------------ -------------- ------------
Net loss $ (85,808) $ (24,972) $ (47,501)
============ =============== ============
Primedia Inc.
and
Eliminations Subsidiaries
------------ ---------------
Sales, net $ (16,204) $ 414,201
Operating costs and expenses:
Cost of goods sold (16,189) 99,546
Marketing and selling - 109,571
Distribution, circulation and fulfillment - 65,179
Editorial - 38,014
Other general expenses - 56,492
Corporate administrative expenses
(excluding non-cash compensation and
non-recurring charges) (15) 8,215
Depreciation of property and equipment - 14,704
Amortization of intangible assets, goodwill and other - 41,639
Non-cash compensation and non-recurring charges - 2,560
Provision for severance, closures and
restructuring related costs - 6,487
Gain on sales of businesses and other, net - (526)
------------ ---------------
Operating income (loss) - (27,680)
Other income (expense):
Provision for the impairment of investments - (3,248)
Interest expense - (33,158)
Amortization of deferred financing costs - (1,013)
Equity in losses of subsidiaries 72,473 -
Intercompany management fees and interest - -
Other, net - (19,438)
------------ ---------------
Loss from continuing operations 72,473 (84,537)
Discontinued operations - (1,271)
------------ --------------
Net loss $ 72,473 $ (85,808)
============ ===============
31
16. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT (CONTINUED)
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Three Months Ended March 31, 2001
(dollars in thousands)
Guarantor Non-Guarantor
Primedia Inc. Subsidiaries Subsidiaries
------------------ --------------- ----------------
OPERATING ACTIVITIES:
Net loss $ (85,808) $ (24,972) $ (47,501)
Adjustments to reconcile net loss to net cash used in
operating activities 42,814 67,729 14,679
Changes in operating assets and liabilities (14,876) (50,820) (3,075)
------------------ --------------- ----------------
Net cash provided by (used in) operating activities (57,870) (8,063) (35,897)
------------------ --------------- ----------------
INVESTING ACTIVITIES:
Additions to property, equipment and other, net (324) (7,881) (6,106)
Proceeds from sales of businesses and other, net - 610 -
(Payments) for businesses acquired, net of cash acquired - (15,824) 109,496
Payments for other investments (4,238) (387) -
------------------ --------------- ----------------
Net cash provided by (used in) investing activities (4,562) (23,482) 103,390
------------------ --------------- ----------------
FINANCING ACTIVITIES:
Intercompany activity 40,925 24,923 (65,848)
Borrowings under credit agreements 251,800 - -
Repayments of borrowings under credit agreements (224,300) - -
Proceeds from issuances of common stock, net 1,825 - -
Dividends paid to preferred stock shareholders (13,266) - -
Other (86) (998) (46)
------------------ --------------- ----------------
Net cash provided by (used in) financing activities 56,898 23,925 (65,894)
------------------ --------------- ----------------
Increase (decrease) in cash and cash equivalents (5,534) (7,620) 1,599
Cash and cash equivalents, beginning of period 5,536 16,995 1,159
-------------------------------------------------------
Cash and cash equivalents, end of period $ 2 $ 9,375 $ 2,758
================== =============== ================
Primedia Inc.
and
Eliminations Subsidiaries
--------------- ----------------
OPERATING ACTIVITIES:
Net loss $ 72,473 $ (85,808)
Adjustments to reconcile net loss to net cash used in
operating activities (72,473) 52,749
Changes in operating assets and liabilities - (68,771)
--------------- ----------------
Net cash provided by (used in) operating activities - (101,830)
--------------- ----------------
INVESTING ACTIVITIES:
Additions to property, equipment and other, net - (14,311)
Proceeds from sales of businesses and other, net - 610
(Payments) for businesses acquired, net of cash acquired - 93,672
Payments for other investments - (4,625)
--------------- ----------------
Net cash provided by (used in) investing activities - 75,346
--------------- ----------------
FINANCING ACTIVITIES:
Intercompany activity - -
Borrowings under credit agreements - 251,800
Repayments of borrowings under credit agreements - (224,300)
Proceeds from issuances of common stock, net - 1,825
Dividends paid to preferred stock shareholders - (13,266)
Other - (1,130)
--------------- ----------------
Net cash provided by (used in) financing activities - 14,929
--------------- ----------------
Increase (decrease) in cash and cash equivalents - (11,555)
Cash and cash equivalents, beginning of period - 23,690
--------------- ----------------
Cash and cash equivalents, end of period $ - $ 12,135
=============== ================
32
17. SUBSEQUENT EVENTS
In April 2002, the Company exchanged $56,000 of exchangeable preferred stock
for approximately 10,800,000 common shares. In May 2002, the Company
exchanged $2,000 of exchangeable preferred stock for approximately 381,000
common shares. Including the exchanges made during the first quarter of 2002,
total exchanges of exchangeable preferred stock to date approximated $65,000
and effectively sold common stock at a weighted average price of $5.28 per
share. This is part of the Company's authorized program to exchange up to
$100,000 of exchangeable preferred stock.
In April 2002, the Company granted certain key executives an aggregate total of
6,100,000 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 performance targets. Upon the achievement of these performance
targets, the underlying options vest when the financial statements for the
relevant period are finalized.
In May 2002, the Company received approximately $15,000 from Observer AB
representing payment on the note receivable related to the sale of Bacon's
Information, Inc.
33
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. By leveraging About's
information technology platform company-wide, the Company has significantly
reduced its third party Internet spending. Also, About's web sites provide
the Internet component for packaged corporate sales enabling the Company to
offer complete marketing solutions to advertisers. The effective integration
of About has resulted in a significant headcount decrease and substantial
expense reduction across all of the Company's new media platforms. The
Company believes that the current book value of the fully integrated About
does not accurately reflect these overall benefits to PRIMEDIA's operations.
The Company's business-to-business segment produces and distributes content
through magazines, books, over the internet, and through 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.
Management believes a meaningful comparison of the results of operations for
the three months ended March 31, 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. It is also management's belief that amounts
related to Non-Care Businesses will not be material after the second quarter
of 2002. 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 $900 and $1,000
were allocated to the Non-Core Businesses during the three month periods
ended March 31, 2002 and March 31, 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. 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.
EBITDA represents earnings before interest, taxes, depreciation, amortization
and other (income) charges ("EBITDA"). 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 should not be considered in isolation or as a substitute for other
measures of financial performance or liquidity. The primary difference between
EBITDA and cash flow used in operating activities relates to changes in working
capital requirements and payments made for interest and income taxes.
Additionally, EBITDA is not available for the Company's discretionary use as
there are legal 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.
34
Primedia Inc. and Subsidiaries
Unaudited Results of Consolidated Operations
(dollars in thousands)
Three Months Ended
March 31,
2002 2001
------------------ ------------------
Sales, Net:
Continuing Businesses:
Consumer $ 345,457 $ 292,066
Business-to-business 89,913 115,662
Eliminations (34,254) (14,913)
------------------ ------------------
Subtotal 401,116 392,815
Non-Core Businesses 10,974 21,386
------------------ ------------------
Total $ 412,090 $ 414,201
================== ==================
EBITDA:
Continuing Businesses:
Consumer $ 40,024 $ 36,930
Business-to-business 862 20,007
Corporate (8,810) (8,230)
------------------ ------------------
Subtotal 32,076 48,707
Non-Core Businesses (1,872) (11,523)
------------------ ------------------
Total $ 30,204 $ 37,184
================== ==================
Operating Income (Loss):
Continuing Businesses:
Consumer $ 7,505 $ (2,422)
Business-to-business (11,133) 3,482
Corporate (18,554) (13,424)
------------------ ------------------
Subtotal (22,182) (12,364)
Non-Core Businesses (2,181) (15,316)
------------------ ------------------
Total (24,363) (27,680)
Other Expense:
Provision for the impairment of investments (3,459) (3,248)
Interest expense (35,569) (33,158)
Amortization of deferred financing costs (950) (1,013)
Other, net (1,848) (19,438)
------------------ ------------------
Loss from continuing operations before income taxes (66,189) (84,537)
Deferred provision for income taxes (57,987) -
------------------ ------------------
Loss from continuing operations (124,176) (84,537)
Discountinued operations 6,181 (1,271)
Cumulative effect of a change in accounting principle
(from the adoption of Statement of Financial
Accounting Standards No. 142) (21,535) -
------------------ ------------------
Net loss $ (139,530) $ (85,808)
================== ==================
35
THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001:
CONSOLIDATED RESULTS:
Sales from Continuing Businesses increased 2.1% to $401,116 in 2002 from
$392,815 in 2001, due to growth in the consumer segment of $53,391 partially
offset by a decline in the business-to-business segment of $25,749, further
detailed below. Total sales, including Continuing and Non-Core Businesses,
decreased .5% to $412,090 in 2002 from $414,201 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 accompanying 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 $5,258 and $5,130 for the
three months ended March 31, 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 approximately $2,800 and
$28,900 during the three months ended March 31, 2002 and 2001, respectively.
In addition, for the three months ended March 31, 2002 and 2001, revenue from
barter transactions was approximately $5,500 and $10,000, respectively, with
equal related expense amounts in each period.
EBITDA from Continuing Businesses decreased 34.1% to $32,076 in 2002 from
$48,707 in 2001, due to a decrease of $19,145 related to the
business-to-business segment, partially offset by an increase in the consumer
segment of $3,094, further detailed below. Total EBITDA, including Continuing
and Non-Core Businesses, decreased 18.8% to $30,204 in 2002 from $37,184 in
2001 primarily due to a decline in the business-to-business segment. It is
managment'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.
Operating loss from Continuing Businesses was $22,182 in 2002 compared to
$12,364 in 2001. This increase in operating loss was due to a decrease in
EBITDA from Continuing Businesses of approximately $17,000, which was offset
by a decrease in amortization expense of approximately $16,500 primarily due
to the adoption of Statement of Financial Accounting Standards ("SFAS") No.
142 which eliminated the amortization of goodwill and indefinite lived
intangibles. In addition, there was an increase in depreciation expense of
approximately $2,400, an increase of approximately $4,000 related to
provisions for severance, closures and restructuring related costs, and an
increase of approximately $3,000 related to non-cash compensation expense in
connection with an acquisition. Total operating loss, including Continuing
and Non-Core Businesses, was $24,363 in 2002 compared to $27,680 in 2001.
Interest expense increased by $2,411 or 7.3% 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 $140,000 and cash
acquired in connection with the About merger of approximately $109,500 to
repay borrowings under the bank credit facilities.
During the first quarter of 2002, the Company recorded $58,000 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 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 $6,000 to increase the valuation allowance for the
three months ended March 31, 2002 as the Company has deferred tax liabilities
that arise due to the fact that the taxable
36
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 $18,000 to increase the
valuation allowance during the remaining nine months of 2002. In addition,
during 2002, the Company completed the sale of the Modern Bride Group ("MBG")
and, as a result of adopting SFAS 144, reclassified the financial results of
the MBG into discontinued operations on the condensed statements of
consolidated operations for the three months ended March 31, 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. Lastly,
during 2002, the Company recorded a cumulative effect of a change in
accounting principle of approximately $21,500, 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.
CONSUMER SEGMENT (INCLUDING CONSUMER MAGAZINE AND MEDIA GROUP, CONSUMER GUIDES
PRIMEDIA TELEVISION AND ABOUT):
Sales from Continuing Businesses increased 18.3% to $345,457 in 2002 from
$292,066 in 2001, before intercompany eliminations. This increase was due
primarily to growth at the Company's Consumer Guides (approximately $5,500)
and the acquisitions of EMAP and About (approximately $66,200, net) whose
results are included for periods subsequent to their respective acquisition
partially offset by net declines at various other Consumer Segment units
primarily due to industry-wide advertising softness. New media sales from
Continuing Businesses increased 17.4% to $21,940 in 2002 from $18,696 in
2001, primarily due to 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
March 31, 2001 reflects a restatement of $5,130 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 $5,258 and $5,130, and a corresponding reduction
of distribution, circulation and fulfillment expense on the accompanying
condensed statements of consolidated operations for the three months ended
March 31, 2002 and 2001, respectively. Revenue recognized in connection with
assets-for-equity transactions, which was generally in the traditional
businesses, was approximately $1,800 and $24,200 for the three months ended
March 31, 2002 and 2001, respectively. For the three months ended March 31,
2002 and 2001, revenue from barter transactions was approximately $3,400 and
$7,000, respectively, with equal related expense amounts in each period.
EBITDA from Continuing Businesses increased 8.4% to $40,024 in 2002 from $36,930
in 2001. This increase was due primarily to the strength at Consumer Guides
(approximately $4,600) and an EBITDA increase from the acquisitions of EMAP and
About (approximately $9,000, net) whose results are included for periods
subsequent to their respective acquisition dates partially offset by net
decreases in EBITDA at various Consumer Segment units, primarily due to
industry-wide advertising softness. The EBITDA margin decreased to 11.6% in 2002
compared to 12.6% in 2001 primarily due to increased industry-wide advertising
softness.
During the first quarter of 2002, the Company completed the sale of the MBG,
which includes MODERN BRIDE plus 16 regional bridal magazines. In accordance
with SFAS 144, the operating results of MBG have been reclassified to
discontinued operations on the condensed statements of consolidated
operations for the three months ended March 31, 2002 and 2001. Sales from
Continuing Businesses excludes sales of MBG of approximately $4,400 and
$7,700 during the first quarter of 2002 and 2001, respectively. EBITDA from
Continuing Businesses excludes EBITDA losses of MBG of approximately $150 and
$620 during the first quarter of 2002 and 2001, respectively. For the year
ended December 31, 2001, Sales and EBITDA from MBG were approximately $47,000
and approximately $6,100, respectively, including the impact of approximately
$3,400 of sales from assets-for-equity transactions.
37
Operating income (loss) from Continuing Businesses, was $7,505 in 2002 compared
to $(2,422) in 2001. The increase in operating income was attributable to the
increase in EBITDA and a decrease in amortization expense (approximately
$12,000) 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 (approximately $3,000).
BUSINESS-TO-BUSINESS:
BUSINESS-TO-BUSINESS SEGMENT (INCLUDING BUSINESS MAGAZINES AND MEDIA GROUP,
WORKPLACE LEARNING AND PRIMEDIA INFORMATION):
Sales from Continuing Businesses decreased 22.3% to $89,913 in 2002 from
$115,662 in 2001, before intercompany eliminations. This decrease was due
primarily to industry advertising softness at certain business-to-business
magazines and trade shows (approximately $20,500). New media sales from
Continuing Businesses increased 24.2% to $3,907 in 2002 from $3,145 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 approximately $1,000 and
$4,700 for the three months ended March 31, 2002 and 2001, respectively. For the
three months ended March 31, 2002 and 2001, revenue from barter transactions was
approximately $2,100 and $3,000, respectively, with equal related expense
amounts in each year.
EBITDA from Continuing Businesses decreased 95.7% to $862 in 2002 from $20,007
in 2001. This decrease was due primarily to weakness at the Business Magazines &
Media Group (approximately $12,500) and PRIMEDIA Workplace Learning
(approximately $5,000). The EBITDA margin decreased to .9% in 2002 compared to
17.3% in 2001 primarily due to softness in business-to-business advertising.
Operating income (loss) from Continuing Businesses, was $(11,133) in 2002
compared to $3,482 in 2001. The decrease in operating income was attributable to
the decrease in EBITDA partially offset by a decrease in amortization expense
(approximately $4,400) primarily due to the adoption of SFAS 142 which
eliminated the amortization of goodwill and indefinite lived intangibles.
CORPORATE:
Corporate expenses increased to $8,810 in 2002 from $8,230 in 2001.
Corporate operating loss increased to $18,554 in 2002 from $13,424 in 2001.
Operating loss includes approximately $2,600 of non-cash compensation and
non-recurring charges during each of the three months ended March 31, 2002
and 2001, 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 approximately $6,300 and $2,200 during the
three months ended March 31, 2002 and 2001, respectively.
NON-CORE BUSINESSES:
Sales from Non-Core Businesses decreased to $10,974 in 2002 from $21,386 in 2001
due to the completion of certain divestitures.
EBITDA from the Non-Core Businesses was $(1,872) in 2002 compared to $(11,523)
in 2001. Corporate administrative costs of approximately $900 and $1,000 were
allocated to the Non-Core Businesses during the three months ended March 31,
2002 and 2001, respectively. The Company believes that these costs, many of
which are transaction driven, such
38
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 $2,181 in 2002 from $15,316
in 2001 primarily due to the increase in EBITDA.
LIQUIDITY AND CAPITAL RESOURCES
WORKING CAPITAL
Consolidated working capital deficiency, which includes current maturities of
long-term debt, was $(238,753) at March 31, 2002 compared to $(220,259) at
December 31, 2001. The decrease in working capital is primarily attributable to
an increase in deferred revenues as well as various other working capital
changes. 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 March 31, 2002, the Company had cash and unused credit facilities of
approximately $245,000 as further discussed below. The Company believes that
due substantially to anticipated asset sale proceeds, 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 grade 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 May 9, 2002, the Company's
senior debt rating from Moody's was B3 and from Standard and Poor's was B.
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 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 cash
flow shortfalls.
CASH FLOW - 2002 COMPARED TO 2001
Net cash used in operating activities, as reported, during 2002, after
interest payments of $25,171, decreased to $7,325 as compared to $101,830
during 2001, primarily due to reduced payments related to accrued expenses of
approximately $38,000, increased deferred revenue receipts of approximately
$19,000 and a reduction in the prepayment of expenses of approximately
$24,000. Net capital expenditures decreased 65.9% to $4,882 during 2002
compared to $14,311 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 $43,308 compared to $75,346 during 2001. The cash acquired from the
About acquisition of approximately $109,500 in 2001 exceeded the proceeds
received from the sale of MBG of approximately $50,000 in 2002. Net cash
provided by (used in) financing activities during 2002 was $(34,644) compared
to $14,929 during 2001. The change was primarily attributable to net
repayments of debt under the Company's credit facilities of approximately
$21,000 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
39
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. Borrowings under the bank credit facilities are guaranteed
by each of the Company's wholly owned domestic restricted subsidiaries as
determined by the Company's management in accordance with the provisions and
limitations of the Company's credit agreement. The guarantees are full,
unconditional and joint and several. Certain of the Company's subsidiaries,
which primarily represent Internet assets and businesses, new launches and other
properties under evaluation for turnaround or shutdown and foreign subsidiaries,
are not guarantors of the bank credit facilities.
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 $240,000 was outstanding at
March 31, 2002.
- a term loan A, of which $100,000 was outstanding at March 31, 2002; and
- a term loan B, of which $422,875 was outstanding at March 31, 2002.
As of March 31, 2002, the Company had $762,875 borrowings outstanding,
approximately $23,000 letters of credit outstanding and unused bank
commitments of approximately $212,000 under the bank credit facilities.
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 March 31, 2002, the weighted
average variable interest rate on all outstanding borrowings under the bank
credit facilities was 4.4%.
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
quarter 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:
40
- 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. At March 31, 2002, the Company's debt
leverage ratio defined as the ratio of consolidated EBITDA to debt (which
provides for among other things, the inclusion of EBITDA from certain
intercompany transactions between subsidiaries that guarantee the debt and
subsidiaries that are non-guarantors), in the bank credit facilities was
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.
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 which are
more fully disclosed below. In addition, on a regular basis the Company holds
meetings with its shareholders, bond-holders 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. Non-cash compensation of $773 and $1,219
which reflects pro rata vesting on a graded basis was recorded for the quarters
ended March 31, 2002 and 2001, respectively.
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, 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. Non-cash compensation of $638 and $1,005
41
which reflects pro rata vesting on a graded basis was recorded for the
quarters ended March 31, 2002 and 2001, respectively. 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 has 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, however the
Company was not obligated to make the payment until April 2002. In connection
with these agreements, the Company recorded a liability of approximately
$21,200 at March 31, 2002 and approximately $18,400 at December 31, 2001
representing the Shortfall Payments due under both agreements, based on the
fair value of the Company's stock on such dates. This liability is a
component of accrued expenses and other on the accompanying condensed
consolidated balance sheets at March 31, 2002 and December 31, 2001. In April
2002, the Company paid approximately $20,300 to the financial institution.
During the first quarter of 2002, the Company exchanged $7,066 of Series H
Exchangeable Preferred Stock for approximately 1,144,778 shares of common stock.
FINANCING ARRANGEMENTS-CONTRACTUAL OBLIGATIONS
The contractual obligations of the Company as of March 31, 2002, are as follows:
LESS THAN AFTER
CONTRACTUAL CASH OBLIGATIONS TOTAL 1 YEAR 1-3 YEARS 4-5 YEARS 5 YEARS
---------------------------- ------------- ----------- ---------- ----------- -------------
Long-term debt $ 1,904,407 $ 4,250 $ 121,000 $ 357,887 $ 1,421,270
Capital lease obligations 27,657 3,827 6,125 2,897 14,808
Operating leases 346,690 40,172 91,339 75,375 139,804
Obligation related to share lockup agreement 20,300 20,300 - - -
------------- ----------- ---------- ----------- -------------
Total Contractual Cash Obligations $ 2,299,054 $ 68,549 $ 218,464 $ 436,159 $ 1,575,882
============= =========== ========== =========== =============
The Company has other commitments in the form of letters of credit of
approximately $23,000 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. Further, this acquisition advances
PRIMEDIA to the number one spot 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
42
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. During the first quarter of 2002, the Company paid dividends-in-kind
(32,227 shares of Series J Convertible Preferred Stock) valued at
approximately $4,000. 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. At the present time, the Company has no plans to redeem or
exchange the Series J Convertible Preferred Stock.
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 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 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 and
February 2002, the Company issued to KKR 1996 Fund additional warrants to
purchase 250,000 and 1,000,000 shares, respectively, of the Company's common
stock. The Company ascribed a value of $498 and $2,160, 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
2,750,000 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 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
43
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.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
During the first three months of 2002, there were no significant changes related
to the Company's critical accounting policies and estimates.
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 the first quarter of 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 three month periods ended March 31, 2002 and 2001 are
presented in the following tables:
NET PROVISION FOR PAYMENTS
THE DURING THE
LIABILITY AS OF THREE MONTHS ENDED THREE MONTHS ENDED LIABILITY AS OF
DECEMBER 31, 2001 MARCH 31, 2002 MARCH 31, 2002 MARCH 31, 2002
---------------------- ---------------------- --------------------- --------------------
Severance and closures:
Employee-related
termination costs. $ 9,043 $ 2,079 $ (4,433) $ 6,689
Termination of
contracts........... 2,318 - (1,071) 1,247
Termination of
leases related to
office closures..... 13,037 8,321 (1,708) 19,650
---------------------- ---------------------- --------------------- --------------------
24,398 10,400 (7,212) 27,586
---------------------- ---------------------- --------------------- --------------------
Restructuring related:
Relocation and other
employee costs..... - 131 (131) -
---------------------- ---------------------- --------------------- --------------------
44
- 131 (131) -
---------------------- ---------------------- --------------------- --------------------
Total severance,
closures and
restructuring
related costs...... $ 24,398 $ 10,531 $ (7,343) $ 27,586
====================== ====================== ===================== ====================
NET PROVISION FOR PAYMENTS
THE DURING THE
LIABILITY AS OF THREE MONTHS ENDED THREE MONTHS ENDED LIABILITY AS OF
DECEMBER 31, 2000 MARCH 31, 2001 MARCH 31, 2001 MARCH 31, 2001
---------------------- ---------------------- --------------------- --------------------
Severance and closures:
Employee related
termination costs.... $ 7,063 $ 2,348 $ (2,374) $ 7,037
Termination of
contracts............ 1,519 558 (312) 1,765
Termination of leases
related to office
closures............. 1,634 128 (193) 1,569
Other................ 213 - (23) 190
---------------------- ---------------------- --------------------- --------------------
10,429 3,034 (2,902) 10,561
---------------------- ---------------------- --------------------- --------------------
Restructuring related:
Consulting services. 498 2,595 (2,712) 381
Relocation and other
employee costs...... 462 523 (500) 485
Other.............. - 335 - 335
---------------------- ---------------------- --------------------- --------------------
960 3,453 (3,212) 1,201
---------------------- ---------------------- --------------------- --------------------
Total severance,
closures and
restructuring related
costs................ $ 11,389 $ 6,487 $ (6,114) $ 11,762
====================== ====================== ===================== ====================
A significant portion of the remaining costs are expected to be paid during 2002
with the balance, primarily related to leases, to be paid through 2015. To
eliminate the lease related costs, the Company is aggressively pursuing
subleases of its available office space.
45
As a result of the implementation of these plans, the Company has closed and
consolidated in excess of twenty office locations and has notified 1,520
individuals, of which 200 were notified during the quarter ended March 31,
2002, that they will be terminated under these plans. As of March 31, 2002,
1,450 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 a nine-month period.
The liabilities representing the provision for severance, closures and
restructuring related costs are included in accrued expenses and other on the
accompanying condensed consolidated balance sheets.
RECENT ACCOUNTING PRONOUNCEMENTS
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 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 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 $5,258 and $5,130 for the three months ended March 31, 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, "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 estimated goodwill related to the acquisition of EMAP has not
and will not be amortized. The estimated identifiable intangible assets are
currently being amortized over a fifteen-year useful life, which is subject to a
final valuation and purchase price allocation.
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 the SFAS 142, the Company reviewed its indefinite lived
intangible assets (primarily trademarks) for impairment as of January 1,
2002. As a result, the Company recorded a cumulative effect of a change in
accounting principle of approximately $21,500 ($0.09 per share) during the
first quarter. Indefinite lived intangible assets acquired in the EMAP
acquisition have not been reviewed for impairment as of January 1, 2002 as
the final valuation and purchase price allocation have not been completed.
During the second quarter of 2002, the Company will conduct its preliminary
review of goodwill for impairment which could increase the cumulative effect
of a change in accounting principle.
The Company also recorded a non-cash deferred income tax expense of
approximately $52,000 on January 1, 2002 and $6,000 during the quarter ended
March 31, 2002, both 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. 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 $6,000 to increase the
valuation allowance for the three months ended March 31, 2002. The Company
expects that it will record an additional $18,000 to increase the valuation
allowance during the remaining nine months of 2002.
A reconciliation of the reported net loss and loss per common share to the
amounts adjusted for the exclusion of amortization of the goodwill and
indefinite lived intangible assets, the cumulative effect of a change in
accounting principle and the deferred provision for income taxes follows:
Three Months Ended March 31,
2002 2001
------------------ ------------------
Reported loss applicable to common shareholders $ (158,960) $ (99,482)
Amortization of goodwill and indefinite lived
intangible assets - 24,203
Cumulative effect of a change in accounting principle 21,535 -
Deferred provision for income taxes 57,987 -
------------------ ------------------
Adjusted loss applicable to common shareholders $ (79,438) $ (75,279)
================== ==================
Reported loss applicable to common shareholders per
46
common share $ (0.65) $ (0.54)
Amortization of goodwill and indefinite lived
intangible assets per common share - 0.13
Cumulative effect of a change in accounting principle
per common share 0.09 -
Deferred provision for income taxes per common share 0.24 -
------------------ ------------------
Adjusted loss applicable to common shareholders
per common share $ (0.32) $ (0.41)
================== ==================
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 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
47
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 was recorded as discontinued operations during the
quarters ended March 31, 2002 and 2001. Discontinued operations includes sales
of the Modern Bride Group of approximately $4,400 and $7,700 and income (loss)
from continuing operations of $6,200 (including a gain on sale of
approximately $6,500) and $(1,300) for the three months ended March 31, 2002 and
2001, respectively.
RECENT DEVELOPMENTS
In April 2002, the Company exchanged $56,000 of exchangeable preferred stock
for approximately 10,800,000 common shares. In May 2002, the Company
exchanged $2,000 of exchangeable preferred stock for approximately 381,000
common shares. Including the exchanges made during the first quarter of 2002,
total exchanges of exchangeable preferred stock to date approximated $65,000
and effectively sold common stock at a weighted average price of $5.28 per
share. This is part of the Company's authorized program to exchange up to
$100,000 of exchangeable preferred stock.
In April 2002, the Company granted certain key executives an aggregate total of
6,100,000 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 performance targets. Upon the achievement of these performance
targets, the underlying options vest when the financial statements for the
relevant period are finalized.
In May 2002, the Company received approximately $15,000 from Observer AB
representing payment on the note receivable related to the sale of Bacon's
Information, Inc.
IMPACT OF INFLATION AND OTHER COSTS
The impact of inflation was immaterial during 2001 and through the first three
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 and approximately 3%
in July 2001 and is expected to increase 8% to 12% during the second quarter of
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 21% during the first three months of 2002 compared to
2001. In the first three months of 2002, paper costs represented approximately
6% 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 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
48
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.
49
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
During the first three-months of 2002, there were no significant changes related
to the Company's market risk exposure.
50
PART II
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(c) The Company issued 1,144,778 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.
51
Item 5. OTHER INFORMATION
The following tables represent the effects on sales, net and EBITDA from various
events including the divestiture of the Modern Bride Group, Bacon's and certain
other titles, as well as the adoption of recent accounting pronouncements.
FIRST SECOND THIRD FOURTH FULL
QUARTER QUARTER QUARTER QUARTER YEAR
2001 2001 2001 2001 2001
------------ ------------ ------------ ------------ ------------
Sales, net (as reported) $ 427,006 $ 445,278 $ 418,623 $ 451,386 $ 1,742,293
Effect of the sale of the Modern Bride Group (7,675) (16,913) (5,495) (16,949) (47,032)(b)
Effect of EITF 00-25 and 01-09 (5,130) (4,540) (5,833) (5,102) (20,605)
------------ ------------ ------------ ------------ ------------
Sales, net (as restated) 414,201 423,825 407,295 429,335 1,674,656
------------ ------------ ------------ ------------ ------------
Non-Core Businesses:
Non-Core sales, net (as reported) 4,929 9,131 11,084 16,089 41,233
Effect of the reclassification of divested
and other titles to Non-Core Businesses 16,457 8,341 7,504 -(a) 32,302
------------ ------------ ------------ ------------ -----------
Non-Core sales, net (as restated) 21,386 17,472 18,588 16,089 73,535
------------ ------------ ------------ ------------ -----------
Sales, net from Continuing Businesses (as restated) $ 392,815 $ 406,353 $ 388,707 $ 413,246 $ 1,601,121
============ ============ ============ ============ ===========
(a) Sales, net of Bacon's of $6,836 was included in Non-Core sales, net (as
reported) for the quarter ended December 31, 2001.
(b) Includes sales, net of approximately $3,400 from assets-for-equity
transactions.
52
FIRST SECOND THIRD FOURTH FULL
QUARTER QUARTER QUARTER QUARTER YEAR
2001 2001 2001 2001 2001
------------ ------------ ------------ ------------ ------------
EBITDA (as reported) $ 36,563 $ 49,614 $ 27,621 $ 57,968 $ 171,766
Effect of the sale of the Modern Bride Group 621 (4,455) 2,188 (4,408) (6,054)(d)
------------ ------------ ------------ ------------ ------------
EBITDA (as restated) 37,184 45,159 29,809 53,560 165,712
------------ ------------ ------------ ------------ ------------
Non-Core Businesses:
Non-Core EBITDA (as reported) (3,510) (9,104) (6,907) (4,620) (24,141)
Effect of the reclassification of divested
and other titles to Non-Core Businesses (8,013) 2,257 1,557 -(c) (4,199)
------------ ------------ ------------ ------------ ------------
Non-Core EBITDA (as restated) (11,523) (6,847) (5,350) (4,620) (28,340)
------------ ------------ ------------ ------------ ------------
EBITDA from Continuing Businesses (as restated) $ 48,707 $ 52,006 $ 35,159 $ 58,180 $ 194,052
============ ============ ============ ============ ============
(c) EBITDA of Bacon's of $1,879 was included in Non-Core EBITDA (as reported)
for the quarter ended December 31, 2001.
(d) Includes the EBITDA impact of approximately $3,400 from assets-for-equity
transactions.
53
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
+10.1 - Agreement dated April 19, 2002 between PRIMEDIA Inc. and
Charles G. McCurdy.(*)
--------------------------------------------------------------------------------
(+) Executive contract.
(*) Filed herewith.
-----------
(b) Reports on Form 8-K
On February 26, 2002, PRIMEDIA Inc. filed its Current Report on Form 8-K to
comply with the disclosure requirements of Regulation FD. In this Current
Report, the Company distributed presentation materials that were to be
discussed at a conference sponsored by Merrill Lynch.
On March 21, 2002, PRIMEDIA Inc. filed its Current Report on Form 8-K to
announce that a lawsuit has been filed against the Company and its subsidiary
About.com, Inc. by 2 current and 32 former About "Guides". The suit alleges,
among other things, that the Guides are improperly classified as independent
contractors and that such Guides have been underpaid. PRIMEDIA and About
believe that all the claims asserted in the lawsuit are completely without
merit and entirely frivolous and the companies intend to defend themselves
vigorously.
54
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: MAY 15, 2002 /s/ Thomas S. Rogers
----------------------------------------------------
(Signature)
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: MAY 15, 2002 /s/ Lawrence R. Rutkowski
----------------------------------------------------
(Signature)
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)