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: September 30, 2001
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
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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
October 31, 2001: 244,527,417
The aggregate market value of the common equity of PRIMEDIA Inc. which is held
by non-affiliates of PRIMEDIA Inc. at October 31, 2001 was approximately
$175.4 million.
PRIMEDIA Inc.
INDEX
Page
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets
(Unaudited) as of September 30, 2001 and
December 31, 2000 2
Condensed Statements of Consolidated
Operations (Unaudited) for the nine months
ended September 30, 2001 and 2000 3
Condensed Statements of Consolidated
Operations (Unaudited) for the three months
ended September 30, 2001 and 2000 4
Condensed Statements of Consolidated
Cash Flows (Unaudited) for the nine months
ended September 30, 2001 and 2000 5
Notes to Condensed Consolidated
Financial Statements (Unaudited) 6-29
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 30-40
ITEM 3. Quantitative and Qualitative Disclosures About
Market Risk 41
PART II. OTHER INFORMATION:
ITEM 6. Reports on Form 8-K 42
Signatures 43
2
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
September 30, December 31,
2001 2000
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(dollars in thousands, except
per share amounts)
ASSETS
Current assets:
Cash and cash equivalents $ 10,508 $ 23,690
Accounts receivable, net 323,676 265,946
Inventories, net 55,457 28,681
Net assets held for sale 20,677 5,000
Prepaid expenses and other 71,092 43,630
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Total current assets 481,410 366,947
Property and equipment, net 191,497 175,560
Other intangible assets, net 656,982 506,156
Excess of purchase price over net assets acquired, net 1,836,006 1,141,436
Deferred income tax asset, net 135,000 135,000
Other investments 71,002 265,468
Other non-current assets 93,677 86,912
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$ 3,465,574 $ 2,677,479
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LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable $ 115,807 $ 120,786
Accrued interest payable 43,004 18,822
Accrued expenses and other 258,824 222,773
Deferred revenues 222,954 235,548
Current maturities of long-term debt 7,922 115,465
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Total current liabilities 648,511 713,394
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Long-term debt 2,026,734 1,503,188
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Deferred revenues 49,059 112,296
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Other non-current liabilities 35,973 23,303
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Exchangeable preferred stock 562,549 561,324
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Shareholders' equity (deficiency):
Series J convertible preferred stock 115,507 --
Common stock ($.01 par value, 251,995,110 shares and
167,798,702 shares issued at September 30, 2001 and December
31, 2000, respectively) 2,520 1,678
Additional paid-in capital (including warrants of $26,390 at
September 30, 2001) 2,281,585 1,366,950
Accumulated deficit (2,146,249) (1,603,096)
Accumulated other comprehensive loss (5,689) (1,558)
Unearned compensation (30,061) --
Common stock in treasury, at cost (7,467,693 shares and 0 shares
at September 30, 2001 and December 31, 2000, respectively) (74,865) --
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Total shareholders' equity (deficiency) 142,748 (236,026)
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$ 3,465,574 $ 2,677,479
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See notes to condensed consolidated financial statements (unaudited).
3
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
Nine Months Ended
September 30,
2001 2000
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(dollars in thousands, except
per share amounts)
Sales, net $ 1,290,906 $ 1,231,624
Operating costs and expenses:
Cost of goods sold 324,757 299,560
Marketing and selling 318,812 289,944
Distribution, circulation and fulfillment 214,046 189,011
Editorial 116,861 94,027
Other general expenses 184,770 162,126
Corporate administrative expenses (excluding $60,167 and $19,500
of non-cash compensation and non-recurring charges in 2001
and 2000, respectively) 24,339 24,632
Depreciation of property and equipment 46,710 39,760
Amortization of intangible assets, excess of purchase
price over net assets acquired and other 242,662 98,279
Non-cash compensation and non-recurring charges 60,167 26,900
Provision for severance, closures and integration costs 28,135 19,008
Gain on sales of businesses and other, net (433) (26,824)
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Operating income (loss) (269,920) 15,201
Other income (expense):
Provision for the impairment of investments (88,492) --
Interest expense (106,403) (109,434)
Amortization of deferred financing costs (10,007) (2,899)
Other, net (28,535) 7,614
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Net loss (503,357) (89,518)
Preferred stock dividends and related accretion (42,295) (39,797)
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Loss applicable to common shareholders $ (545,652) $ (129,315)
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Basic and diluted loss applicable to common shareholders per
common share $ (2.62) $ (0.81)
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Basic and diluted common shares outstanding (weighted average) 208,061,160 158,977,115
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See notes to condensed consolidated financial statements (unaudited).
4
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
Three Months Ended
September 30,
2001 2000
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(dollars in thousands, except
per share amounts)
Sales, net $ 418,623 $ 401,647
Operating costs and expenses:
Cost of goods sold 110,280 100,202
Marketing and selling 100,397 101,730
Distribution, circulation and fulfillment 75,097 61,662
Editorial 39,150 29,558
Other general expenses 60,002 56,152
Corporate administrative expenses (excluding $47,440 and $2,354
of non-cash compensation and non-recurring charges in 2001
and 2000, respectively) 8,249 8,317
Depreciation of property and equipment 15,865 12,855
Amortization of intangible assets, excess of purchase
price over net assets acquired and other 124,924 31,857
Non-cash compensation and non-recurring charges 47,440 2,354
Provision for severance, closures and integration costs 15,633 2,291
Loss on sales of businesses and other, net 70 1,658
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Operating loss (178,484) (6,989)
Other expense:
Provision for the impairment of investments (57,684) --
Interest expense (39,549) (34,114)
Amortization of deferred financing costs (944) (960)
Other, net (1,208) (956)
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Net loss (277,869) (43,019)
Preferred stock dividends and related accretion (14,948) (13,266)
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Loss applicable to common shareholders $ (292,817) $ (56,285)
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Basic and diluted loss applicable to common shareholders per
common share $ (1.29) $ (0.34)
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Basic and diluted common shares outstanding (weighted average) 227,640,526 166,639,589
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See notes to condensed consolidated financial statements (unaudited).
5
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
Nine Months Ended
September 30,
2001 2000
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(dollars in thousands)
OPERATING ACTIVITIES:
Net loss $ (503,357) $ (89,518)
Adjustments to reconcile net loss to net cash used in
operating activities 400,090 134,086
Changes in operating assets and liabilities (44,263) (66,577)
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Net cash used in operating activities (147,530) (22,009)
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INVESTING ACTIVITIES:
Additions to property, equipment and other, net (39,139) (53,595)
Proceeds from sales of businesses and other, net 6,731 142,039
Payments for businesses acquired, net of cash acquired (432,035) (24,443)
Payments for other investments (15,248) (67,413)
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Net cash used in investing activities (479,691) (3,412)
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FINANCING ACTIVITIES:
Borrowings under credit agreements 1,384,700 436,550
Repayments of borrowings under credit agreements (1,450,700) (549,991)
Proceeds from issuance of 87/8% Senior Notes, net 492,685 --
Payments of acquisition obligation (8,833) (9,933)
Proceeds from issuances of common stock, net of redemptions 130,100 209,743
Proceeds from issuance of Series J Convertible Preferred
Stock and related warrant 125,000 --
Taxes paid associated with stock option exercises -- (16,891)
Purchases of common stock for the treasury -- (385)
Dividends paid to preferred stock shareholders (39,795) (39,797)
Deferred financing costs paid (16,790) (175)
Other (2,328) (2,700)
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Net cash provided by financing activities 614,039 26,421
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Increase (decrease) in cash and cash equivalents (13,182) 1,000
Cash and cash equivalents, beginning of period 23,690 28,661
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Cash and cash equivalents, end of period $ 10,508 $ 29,661
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Supplemental information:
Cash interest paid $ 82,360 $ 108,191
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Businesses acquired:
Fair value of assets acquired $ 1,478,287 $ 46,177
Less: Liabilities assumed 236,213 21,734
Less: Stock and stock option consideration for About.com, Inc. acquisition 700,549 --
Less: Cash acquired in connection with the About.com, Inc. acquisition 109,490 --
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Payments for businesses acquired, net of cash acquired $ (432,035) $ (24,443)
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Non-cash activities:
Stock option exercise transactions $ -- $ 17,498
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Exchange of the Company's common shares and stock options for all
outstanding shares and stock options of About.com, Inc. $ 700,549 $ --
=========== =========
Exchange of the Company's common shares for common shares of
CMGI, Inc. $ -- $ 164,000
=========== =========
Exchange of the Company's common shares for common shares of
Internet Gift Registries $ 6,457 $ --
=========== =========
Conversion of the Company's investment in About.com, Inc. common
shares held prior to the merger date into the Company's treasury
stock $ 74,865 $ --
=========== =========
Compensatory common shares and stock options issued in connection
with About.com, Inc. acquisition $ 58,827 $ --
=========== =========
Issuance of warrants in connection with EMAP, Inc. acquisition
and related financing $ 15,622 $ --
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Accretion in carrying value of preferred stock $ 2,500 $ --
=========== =========
Advertising-for-equity transactions $ 27,523 $ 76,480
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See notes to condensed consolidated financial statements (unaudited).
6
PRIMEDIA INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1. BASIS OF PRESENTATION
PRIMEDIA Inc., together with its subsidiaries, is herein referred to as either
"PRIMEDIA" or the "Company." In the opinion of the Company's management, 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, 2000, which is included in the
Company's annual report on Form 10-K for the year ended December 31, 2000. The
operating results for the nine and three-month periods ended September 30 are
not necessarily indicative of the results that may be expected for a full year.
Certain amounts in the prior periods' consolidated financial statements have
been reclassified to conform to the presentation as of and for the nine and
three-month periods ended September 30, 2001.
RECENT ACCOUNTING PRONOUNCEMENTS
In April 2001, the Emerging Issue Task Force ("EITF") issued EITF Consensus No.
00-25, "Accounting for Consideration from a Vendor to a Retailer in Connection
with the Purchase or Promotion of a Vendor's Products," which addresses whether
consideration from a vendor to a reseller of the vendor's products is an
adjustment to the selling price or the cost of the product. The EITF consensus
must be adopted no later than January 1, 2002. The Company is currently
determining the impact of this new consensus.
On June 29, 2001, the Financial Accounting Standards Board ("FASB") unanimously
voted in favor of two new statements, Statement of Financial Accounting
Standards ("SFAS") No. 141, "Business Combinations," and SFAS No. 142, "Goodwill
and Other Intangible Assets." SFAS No. 141 requires that all business
combinations be accounted for under the purchase method of accounting,
eliminates the use of the pooling-of-interests method and requires that the
purchase method be used for business combinations initiated after June 30, 2001.
SFAS No. 142 requires that goodwill and certain intangible assets no longer be
amortized to earnings and that goodwill and intangible assets be reviewed for
impairment. Under SFAS No. 142, goodwill acquired in a business combination
completed after June 30, 2001 (that is, the date of acquisition is July 1, 2001
or later) will not be amortized. The amortization of goodwill for previous
acquisitions will cease upon adoption of the SFAS No. 142, which will be January
1, 2002. We are currently determining the impact of SFAS No. 142 on our existing
goodwill and intangible assets. The acquisition of the publishing business of
EMAP, Inc. ("EMAP") from EMAP America Partners is being accounted for in
accordance with SFAS No. 141 and any goodwill which arises from the acquisition
has not and will not be amortized in accordance with SFAS No 142.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 requires entities to record the fair value of a
liability for an asset retirement obligation in the period in which it is
incurred. The provisions of SFAS No. 143 are effective for fiscal years
beginning after June 15, 2002. The Company will adopt SFAS No. 143 beginning in
the first quarter of 2003. The Company believes that the adoption of SFAS No.
143 will not have a material impact on its results of operations or financial
position.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 supercedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of." The primary objectives of SFAS No. 144 were to develop one
accounting model based on the framework established in SFAS No. 121, and to
address significant implementation issues. The provisions of SFAS No. 144 are
effective for fiscal years beginning after December 15, 2001. The Company is
required to adopt SFAS No. 144 by the first quarter of fiscal 2002. The Company
is currently evaluating the potential impact of SFAS No. 144 on its results of
operations and financial position.
7
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 Emerging Issues Task Force 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. For the
nine months ended September 30, 2001 and 2000, revenue and expense from barter
transactions were approximately $35,000 and $2,000, respectively.
2. ACQUISITIONS AND DIVESTITURES
On February 28, 2001, the Company completed its merger with About.com, Inc.
("About"). About is a platform comprised of a network of more than 400 highly
targeted topic-specific websites. Through the efforts of knowledgeable human
guides who manage the sites, the sites provide high-quality original articles,
moderated forums and chat rooms and links to related websites. This merger
creates an integrated traditional and new media company, providing a vast array
of marketing solutions to advertisers and niche content to users.
Under terms of the merger agreement, shareholders of About received
approximately 45,000,000 shares of the Company or 2.3409 Company shares for
each About share. The preliminary purchase cost allocations for the About
acquisition is subject to adjustment and will be finalized once additional
information concerning asset and liability valuations is obtained. An
independent appraisal will be completed during 2001 and will be used to
allocate the purchase price to identifiable intangibles. The final asset and
liability fair values may differ from those set forth on the accompanying
condensed consolidated balance sheet at September 30, 2001. The excess of
purchase price over net assets acquired related to the About merger is being
amortized over an estimated useful life of three years. The Company believes
that a three-year life is responsive to the rapid rate of change in the
Internet industry and is consistent with other recent mergers of a comparable
nature. The Company has determined that the value of its shares of common
stock issued is $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 relating to unvested options (7,592)
Cost of About shares acquired prior to the merger converted to
treasury stock 74,865
Direct merger costs 12,000
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8
Total purchase price 712,549
Less: Fair value of net tangible assets of About 168,744
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Excess of purchase price over net assets acquired and intangible assets $ 543,805
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In addition, in connection with the acquisition, the Company issued shares of
restricted stock and below- market stock options to two key executives of About
which resulted in unearned compensation of $51,235 at the merger completion
date. These shares and options vest over four years and will result in non-cash
compensation expense as earned over the vesting period (see Note 7).
On August 24, 2001, the Company acquired 100% of the outstanding common stock of
the publishing business 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. The acquisition of EMAP is expected to strengthen the Company's
unique mix of category specific endemic advertising as well as circulation
revenue which is an increasingly important component of the Company's financial
model. Further, this acquisition advances PRIMEDIA to the number two spot in the
magazine industry in revenue and single copy sales, and further cements the
Company's position as the number one producer of magazine editorial and
advertising pages each month. The total consideration was $525,000 comprised of
$515,000 in cash, including working capital and other settlements of $10,000 and
a warrant to acquire 2,000,000 shares of the Company's common stock. The fair
value of the warrant was approximately $10,000 and was determined using a Black
Scholes pricing model.
The Company has financed the acquisition of EMAP by (1) issuing $125,000 of
Series J Convertible Preferred Stock to KKR 1996 Fund (a partnership associated
with Kohlberg Kravis Roberts & Co. L.P., a related party of the Company) 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, KKR 1996 Fund converted all of the issued and outstanding shares of the
Series K Convertible Preferred Stock 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 one year from the date of issuance, into shares of the Company's common
stock at a conversion price of $125,000 divided by $7 per share, subject to
adjustment. Dividends on the Series J Convertible Preferred Stock accrue at an
annual rate of 12.5% and are payable quarterly in kind. The Company 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. In addition, the Company may 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 warrants to
purchase 250,000, 1 million, 1.25 million and 1.5 million shares of common
stock, respectively. The financial statements do not reflect the issuance of the
additional 4,000,000 contingent warrants. Upon issuance, the Company would value
these contingent warrants
9
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
$10,768 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 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 following is a summary of the calculation of the purchase price, as
described above, as well as the allocation of the purchase price to the fair
value of the net assets acquired:
Purchase consideration
(including working captial and other settlements) $525,000
Add: Fair value of net tangible liabilities of EMAP 1,053
--------
Total excess of purchase price over net assets acquired and
intangible assets $526,053
========
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
intangibles and goodwill based on an analysis of the Company's past
experience with similar acquisitions. Of the total excess of purchase price
over net assets acquired and intangible assets, $368,237 has been allocated
to excess of purchase price over net assets acquired which will not be
amortized under SFAS No. 142 and $157,816 has been allocated to other
intangible assets, which is being amortized over a 15 year period. This
adjustment is based upon preliminary estimates to reflect the allocation of
purchase consideration to the acquired assets and liabilities of EMAP and
does not include an estimate for direct acquisition costs likely to be
incurred in the future. 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 excess of purchase price
over net assets acquired 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 About and EMAP transactions are being accounted for under the purchase
method of accounting. 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, 2000. The unaudited pro forma results for the three
and nine months ended September 30, 2000 include EMAP results for the three
and nine months ended December 31, 2000. In accordance with SFAS No. 142,
these pro forma adjustments assume that none of the goodwill associated with
the EMAP acquisition will be amortized. The unaudited pro forma information
has been included for comparative purposes and is not indicative of the
results of operations of the
10
consolidated Company had the transactions occurred as of January 1, 2000, nor is
it necessarily indicative of future results.
Nine Months Ended September 30,
---------------------------------
2001 2000
------------- ------------
(dollars in thousands, except
per share amounts)
Sales, net $ 1,487,675 $ 1,583,560
Loss applicable to common shareholders $ (649,126) $ (319,916)
Basic and diluted loss applicable to common shareholders
per common share $ (2.68) $ (1.40)
Weighted average shares used in basic and diluted loss
applicable to common shareholders per common share 242,552,948 228,752,514
Three Months Ended September 30,
---------------------------------
2001 2000
------------- ------------
(dollars in thousands, except
per share amounts)
Sales, net $ 470,299 $ 526,457
Loss applicable to common shareholders $ (291,045) $ (120,720)
Basic and diluted loss applicable to common shareholders
per common share $ (1.18) $ (0.51)
Weighted average shares used in basic and diluted loss
applicable to common shareholders per common share 246,233,030 236,844,650
In addition, during the nine months ended September 30, 2001, the Company
completed several other smaller acquisitions. These smaller acquisitions are not
material to the proforma disclosures above and are therefore not included
therein.
In April 2001, the Company completed the sale of QWIZ, Inc. for $7,000 of cash.
The related gain on the sale of QWIZ, Inc. approximates $300 and is included in
(gain) loss on sales of businesses and other, net on the accompanying condensed
statement of consolidated operations for the nine months ended September 30,
2001.
11
3. INVENTORIES, NET
Inventories consist of the following:
September 30, December 31,
2001 2000
------------- -------------
Finished goods $ 8,287 $ 10,556
Work in process 123 78
Raw materials 48,432 21,233
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56,842 31,867
Less: Allowance for obsolescence 1,385 3,186
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$ 55,457 $ 28,681
============= =============
4. OTHER INVESTMENTS
Other investments consist of the following:
September 30, December 31,
2001 2000
------------- -------------
Cost method investments $ 53,061 $ 161,433
Equity method investments 13,905 73,703
Available-for-sale securities 4,036 19,708
Advances and other -- 10,624
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$ 71,002 $ 265,468
============= =============
Available-for-sale securities consist of the following:
Unrealized Unrealized Market
Cost Gains Losses Value
------------ ------------ ------------ ------------
At September 30, 2001 $ 4,036 $ -- $ -- $ 4,036
============ ============ ============ ============
At December 31, 2000 $ 19,015 $ 693 $ -- $ 19,708
============ ============ ============ ============
In the first quarter of 2000, the Company sold two investments in marketable
securities for total proceeds of $11,279 and realized a gain of $10,689, which
is included in gain on sales of businesses and other, net on the accompanying
condensed statement of consolidated operations for the nine months ended
September 30, 2000. The Company recorded an unrealized loss of $693 and $219,364
for the nine months ended September 30, 2001 and 2000, respectively, related to
investments in marketable securities. The unrealized gains and losses are
recorded as a component of other comprehensive income (loss) ("OCI") within
shareholders' equity (deficiency) (see Note 9). In addition, for the nine months
ended September 30, 2001, the Company recorded realized losses of $7,029 and
$658 related to its investment in CMGI, Inc. and Liberty Digital. Inc,
respectively, as the decline in the market value of the investment was deemed to
be other than temporary.
12
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 $49,000 (approximately
$38,000 representing cost method investments and, approximately $11,000
representing equity method investments) and $213,000 (approximately $140,000
representing cost method investments and approximately $73,000 representing
equity method investments) at September 30, 2001 and December 31, 2000,
respectively. At December 31, 2000, $67,000 of these cost method investments
represented assets-for-equity transactions with About which were eliminated in
consolidation upon the completion of the merger. Including advances to the
Investees, approximately $10,500 and $39,000 of the investment as of September
30, 2001 and December 31, 2000, respectively, was in cash. The remainder
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 nine months ended September 30, 2001 and 2000, the Company
recorded revenue from these agreements approximating $51,000 and $11,000,
respectively. The 2001 revenue amount includes revenue from the Company's
transactions with About for the first two months of 2001 (approximately 40% of
total) as well as revenue from the Company's equity method Investees. At
September 30, 2001 and December 31, 2000, respectively, approximately $20,000
and $146,000 relating to these agreements is included as deferred revenues on
the accompanying condensed consolidated balance sheets.
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 Statement of Financial Accounting Standards
("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of". If an investment is deemed to be
permanently impaired, its carrying value will be reduced to fair market value.
During the nine months ended September 30, 2001, the Company recorded a
provision for impairment of its investments in certain Investees of $73,000 as
the decline in value of the investments was deemed to be other than temporary.
During the nine months ended September 30, 2001 and 2000, respectively, the
Company recorded approximately $31,000 and $0 of equity method losses from
Investees, which is included in other, net on the accompanying condensed
statements of consolidated operations and consolidated cash flows, and during
the nine months ended September 30, 2001 and 2000, respectively, the Company
recognized approximately $7,200 and $0 of revenue related to the equity method
Investees.
13
INVESTMENTS IN ABOUT
In 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, in exchange for
an aggregate of 2,873,595 shares of common stock of About. In addition, prior to
the merger, the Company had purchased 316,500 shares of About on the open market
for approximately $7,800. The Company and About have also entered into certain
agreements pursuant to which the Company has agreed to purchase advertising and
promotional sales 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, resulting in the elimination of the
About investment and deferred revenue balances with all future activity to be
eliminated in consolidation. At December 31, 2000, the Company's total
investment in About, including assets-for-equity transactions and open market
purchases, approximated $74,000.
5. LONG-TERM DEBT
Long-term debt consists of the following:
September 30, December 31,
2001 2000
------------- -------------
Borrowings under credit facilities $ 864,000 $ 930,000
10 1/4% Senior Notes due 2004 100,000 100,000
8 1/2% Senior Notes due 2006 299,321 299,226
7 5/8% Senior Notes due 2008 248,977 248,879
8 7/8% Senior Notes due 2011 492,859 --
------------- -------------
2,005,157 1,578,105
Obligation under capital leases 29,499 31,478
Acquisition obligation payable -- 9,070
------------- -------------
2,034,656 1,618,653
Less: Current maturities of long-term debt 7,922 115,465
------------- -------------
$ 2,026,734 $ 1,503,188
============= =============
8 7/8% SENIOR NOTES DUE 2011
On May 8, 2001, the Company completed an offering of $500,000 of 8 7/8% Senior
Notes. Proceeds from this offering 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%. The 8 7/8% Senior Notes are fully,
unconditionally and jointly and severally guaranteed by each of the Company's
domestic restricted subsidiaries. The notes are secured by a pledge of stock of
PRIMEDIA Companies Inc., an intermediate holding company, owned directly by the
Company, which owns all shares of PRIMEDIA subsidiaries. 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.
14
NEW CREDIT AGREEMENT
On June 20, 2001, the Company completed a refinancing of its existing bank
credit facilities pursuant to new bank credit facilities with The Chase
Manhattan Bank, Bank of America, N.A., The Bank of New York, and The Bank of
Nova Scotia, as agents. The debt under the new credit agreement (as well as
certain of the Company's other equally and ratably secured indebtedness) is
secured by a pledge of the stock of PRIMEDIA Companies Inc. Borrowings under
the bank credit facilities are guaranteed by each of the Company's wholly
owned domestic restricted subsidiaries. The guarantees are full,
unconditional and joint and several. Certain of the Company's subsidiaries,
which primarily represent Internet assets and businesses, including
About.com, investment properties and foreign subsidiaries, are not guarantors
of the bank credit facilities.
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:
o a $475,000 revolving loan facility, of which $339,000 was outstanding at
September 30, 2001;
o a term loan A, of which $100,000 was outstanding at September 30, 2001;
and
o a term loan B, of which $425,000 was outstanding at September 30, 2001.
As of September 30, 2001, the Company had $864,000 borrowings outstanding,
$27,090 letters of credit outstanding and unused bank commitments of
approximately $110,600 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%. Additionally, until the Company issues financial
statements for the period ending December 31, 2001, the applicable margin for
the amounts borrowed will be a minimum of 0.75% for the base rate option and
1.75% for the Eurodollar rate option. The term loan B bears interest at the
base rate plus 1.75% or LIBOR plus 2.75%. At September 30, 2001, the weighted
average variable interest rate on all outstanding borrowings under the bank
credit facilities was 5.63%.
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. 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 $2,125 in 2001, $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
15
the Company's common stock in excess of $75,000 in any given year. Under the
most restrictive debt covenants, the Company must maintain a minimum interest
coverage ratio of 1.80 to 1 and a minimum fixed charge coverage ratio of 1.05
to 1. The Company's maximum allowable debt leverage ratio is 6.0 to 1. The
maximum leverage ratio decreases to 5.75 to 1, 5.5 to 1, 5.0 to 1 and 4.5 to
1, respectively, on July 1, 2003, January 1, 2004, January 1, 2005 and
January 1, 2006. The minimum interest coverage ratio increases to 2.0 to 1,
2.25 to 1 and 2.5 to 1, respectively, on July 1, 2003, January 1, 2004 and
January 1, 2005.
As a result of the refinancing of the Company's existing bank credit
facilities, the Company wrote-off the remaining balances of deferred
financing costs originally recorded. This amount is included in amortization
of deferred financing costs on the accompanying condensed statement of
consolidated operations for the nine months ended September 30, 2001.
6. EXCHANGEABLE PREFERRED STOCK
Exchangeable Preferred Stock consists of the following:
September 30, December 31,
2001 2000
------------- -------------
$10.00 Series D Exchangeable Preferred Stock $ 196,543 $ 196,133
$9.20 Series F Exchangeable Preferred Stock 121,676 121,361
$8.625 Series H Exchangeable Preferred Stock 244,330 243,830
------------- -------------
$ 562,549 $ 561,324
============= =============
$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 was issued and outstanding at
September 30, 2001 and December 31, 2000. The liquidation and redemption value
at September 30, 2001 and December 31, 2000 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
September 30, 2001 and December 31, 2000. The liquidation and redemption value
at September 30, 2001 and December 31, 2000 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, all of which was issued and outstanding at
September 30, 2001 and December 31, 2000. The liquidation and redemption value
at September 30, 2001 and December 31, 2000 was $250,000.
7. NON-CASH COMPENSATION AND NON-RECURRING CHARGES
During the nine months ended September 30, 2001, the Company recorded $60,167 of
non-cash compensation and non-recurring charges relating primarily to the
commitments related to the About acquisition. These non-cash compensation
charges consist of a $15,565 charge related to certain restricted stock and
option grants to key executives of About, a $2,352 charge related to the
intrinsic value of unvested "in-the-money" options issued in connection with the
About merger, an $1,104 charge related to the vesting of stock in connection
with an acquisition and a $10,849 charge related to
16
a non-cash severance arrangement with a key executive. These non-recurring
charges consist of a $28,611 charge related to arrangements with certain
executives of About and a $1,686 charge related to non-recurring compensation
arrangements with certain senior executives.
During the nine months ended September 30, 2000, the Company recorded $26,900 of
non-cash compensation and non-recurring charges primarily relating to the hiring
and retention of certain key executives. These non-cash compensation charges
consist of a $7,062 pro-rata charge related to 1,380,711 shares of common stock
granted to a senior executive in 1999, and a $12,438 charge related to the
extension of stock option expiration periods for a senior executive during the
first quarter of 2000. During the second quarter of 2000, the Company recorded
$7,400 of non-cash non-recurring charges relating to the recoverability of
certain assets of our business-to-business segment.
8. PROVISION FOR SEVERANCE, CLOSURES AND INTEGRATION COSTS
During 2001 and 2000, the Company implemented plans to integrate the Company and
consolidate many back office functions. The Company expects that these plans
will continue to result in future savings. All integration charges were expensed
as incurred. $6,477 and $2,173 of integration costs primarily related to the
About merger and Company-wide integration efforts have been reclassified to
other general expenses in the accompanying condensed statement of consolidated
operations for the nine and three months ended September 30, 2001, respectively.
A summary of the status of these plans as of September 30, 2001 is presented
below.
2001 PLAN
With the acquisition of About coupled with other cost initiatives, during the
first quarter of 2001, the Company announced the details of plans that would
continue to implement and expand upon the initiatives enacted during 2000. In
the first quarter of 2001, the Company recorded a severance and closure charge
of $3,034 and integration costs of $3,453, and in the second quarter of 2001,
the Company recorded a severance and closure charge of $4,535 and integration
costs of $5,784. The Company continued to implement these initiatives in the
third quarter of 2001, recording severance and closure charges of $14,967 and
integration costs of $2,839. Details of the initiatives implemented in the nine
months ended September 30, 2001 are presented in the following table:
For the Nine Months Ended and as of September 30, 2001
------------------------------------------------------
Provision Payments Ending Liability
------------------- ------------ -------------------
Severance and closures:
Employee-related
termination costs $ 15,776 $ 5,748 $ 10,028
Termination of leases
related to office
closures 3,434 314 3,120
Termination of
Contracts 3,326 1,517 1,809
---------- ---------- ----------
22,536 7,579 14,957
---------- ---------- ----------
Integration:
Consulting services 6,025 5,669 356
Relocation, recruiting
and other employee costs 5,306 5,306 --
Other 745 625 120
---------- ---------- ----------
17
12,076 11,600 476
---------- ---------- ----------
Total severance, closures and
integration costs $ 34,612 $ 19,179 $ 15,433
========== ========== ==========
A significant portion of the remaining costs are expected to be paid during the
remainder of 2001 with the balance, primarily related to leases, to be paid
through 2006. The Company is currently developing additional initiatives aimed
largely at the consolidation of certain functions and the further integration of
the Company, including initiatives attributable to the consummation of the EMAP
acquisition, and accordingly expects to record additional severance, closures
and integration charges during the fourth quarter of 2001.
2000 PLAN
During 2000, the Company announced the implementation of a plan to integrate the
Company and consolidate many back office functions. Details of the 2001 payments
related to the initiatives implemented during 2000 are presented in the
following table:
Payments during the
Nine Months
Liability as of Ended Liability as of
December 31, 2000 September 30, 2001 September 30, 2001
----------------- ------------------ ---------------------
Severance and closures:
Employee-related
termination contract costs $ 7,063 $ 5,871 $ 1,192
Termination of
contracts 1,519 127 1,392
Termination of leases
related to office closures 1,531 150 1,381
Other 96 68 28
------- ------- -------
10,209 6,216 3,993
------- ------- -------
Integration:
Consulting services 498 498 --
Relocation, recruiting
and other employee costs 462 458 4
------- ------- -------
960 956 4
------- ------- -------
Total severance, closures and
integration costs $11,169 $ 7,172 $ 3,997
======= ======= =======
The majority of the remaining costs incurred in connection with the 2000 plan
are expected to be paid by the end of 2001 with the balance to be paid through
the end of 2003.
During the nine months ended September 30, 2000, the Company recorded
approximately $7,700 of integration costs relating to a management
reorganization. These integration costs consisted of approximately $5,500 for
consultants related to sourcing and integration initiatives, approximately
$1,500 related to recruiting for senior executives hired during the first nine
months of 2000 and approximately $700 related to other costs.
18
During the nine months ended September 30, 2000, in conjunction with these
plans, the Company recorded a pre-tax severance and closure charge of
approximately $11,300. The charge recorded on the accompanying condensed
consolidated statements of operations, is comprised of the following:
approximately $7,400 of severance and other employee costs, approximately $2,000
of lease obligations, approximately $1,700 of contract termination costs related
to pre-press and licensing agreements and approximately $200 of other exit
costs.
As a result of the 2000 and 2001 plans already put in place, the Company will
close and consolidate in excess of fifteen office locations and will terminate
approximately 1,000 individuals. All individuals who will be terminated under
these plans have been notified. As of September 30, 2001, approximately 985 of
those individuals have been terminated.
The liabilities representing the provision for severance, closures and
integration costs are included in accrued expenses and other on the accompanying
condensed consolidated balance sheets.
9. COMPREHENSIVE LOSS
Comprehensive loss for the nine and three months ended September 30, 2001 and
2000 is presented in the following tables:
Nine Months Ended
September 30, September 30,
2001 2000
------------- -------------
Net loss $ (503,357) $ (89,518)
Other comprehensive loss:
Unrealized loss on available-for-sale securities (693) (219,364)
SFAS No.133 derivative adjustments (3,167) --
Foreign currency translation adjustments (271) (619)
------------- -------------
Total comprehensive loss $ (507,488) $ (309,501)
============= =============
Three Months Ended
September 30, September 30,
2001 2000
------------- -------------
Net loss $ (277,869) $ (43,019)
Other comprehensive income (loss):
Unrealized loss on available-for-sale securities (1,895) (46,735)
SFAS No.133 derivative adjustments 18 --
Foreign currency translation adjustments 155 (411)
------------- -------------
Total comprehensive loss $ (279,591) $ (90,165)
============= =============
10. LOSS PER COMMON SHARE
Loss per share for the nine and three-month periods ended September 30, 2001 and
2000 has been determined based on net loss after preferred stock dividends and
related accretion, 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.
19
11. DERIVATIVE FINANCIAL INSTRUMENTS
Effective January 1, 2001, the Company adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No.133, as amended and
interpreted, establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities.
SFAS No.133 requires that all derivatives, whether designated in hedging
relationships or not, be recorded on the balance sheet at fair value regardless
of the purpose or intent for holding them. If a derivative is designated as a
fair-value hedge, changes in the fair value of the derivative and the hedged
item are recognized in earnings. If a derivative is designated as a cash-flow
hedge, changes in the fair value of the derivative are recorded in OCI and are
recognized in the condensed statements of consolidated operations when the
hedged item affects earnings. SFAS No.133 defines new requirements for
designation and documentation of hedging relationships as well as ongoing
effectiveness assessments in order to use hedge accounting. For a derivative
that does not qualify as a hedge, changes in fair value are recognized in
earnings.
Effective January 1, 2001, the Company recorded approximately $27 as a
cumulative transition adjustment to earnings, which is included in other, net on
the condensed statement of consolidated operations, relating to derivatives not
designated as hedges prior to the adoption of SFAS No.133, and approximately
$1,247 in OCI as a cumulative transition adjustment for derivatives designated
as cash flow-type hedges prior to adopting SFAS No.133.
INTEREST RATE SWAP CONTRACTS
The Company uses derivative financial instruments, principally interest rate
swap contracts, to manage the risks associated with interest rate fluctuations
on its floating rate borrowings. Interest rate swap contracts are used to adjust
the proportion of total debt that is subject to variable interest rates. Under
the terms of its interest rate swap contracts, the Company agrees to pay an
amount equal to a specified fixed-rate of interest times a notional principal
amount, and to receive in return an amount equal to a specified variable-rate of
interest times the same notional principal amount. The notional amounts of the
contract are not exchanged. No other cash payments are made unless the contract
is terminated prior to maturity, in which case the amount paid or received in
settlement is established by agreement at the time of termination, and usually
represents the net present value, at current rates of interest, of the remaining
obligations to exchange payments under the terms of the contract. Any gains or
losses upon early termination of the contracts are deferred and amortized over
the shorter of the remaining life of the hedged existing debt obligation or the
original life of the interest rate swap contract. Interest rate swap contracts
are entered into with major financial institutions in order to minimize credit
risk. Prior to entering into any interest rate swap contracts, the Company
considers, among other things, swap terms including the reference rate, payment
and maturity dates and the notional amount in determining if the interest rate
swap contract will be effective at modifying an existing debt obligation.
The Company's interest rate swap contracts are considered to be a hedge against
changes in the amount of future cash flows associated with the Company's
interest payments. Accordingly, the interest rate swap contracts are reflected
at fair value on the Company's condensed consolidated balance sheet and the
related gains and losses on these contracts are deferred in shareholders' equity
(deficiency) as a component of OCI. These gains and losses are then amortized as
an adjustment to interest expense over the same period in which the related
interest payments being hedged are recognized in operations. However, to the
extent that any of these contracts are not considered to be perfectly effective
in offsetting the change in the value of the interest payments being hedged, any
changes in fair value relating to the ineffective portion of these contracts are
immediately recognized in income. The net effect of this accounting on the
Company's operating results is that interest expense on the portion of
variable-rate debt being hedged is generally recorded based on fixed interest
rates.
At September 30, 2001, the Company had interest rate swap contracts to pay
fixed-rates of interest (average rate of 6.3%) and receive variable-rates of
interest (average rate of 3.8%) on $200,000 of notional amounts of indebtedness,
which resulted in approximately 33% of the Company's total debt being subject to
variable interest rates. For the nine months
20
ended September 30, 2001, the Company's interest rate swap contracts were
considered to be highly effective. Accordingly, the increase in fair value of
these contracts of $1,920 for the nine months ended September 30, 2001 and the
decrease in fair value of these contracts of $18 for the three months ended
September 30, 2001, were deferred and recognized as a component of OCI. As a
result of the fact that the Company's interest rate swap contracts are expected
to be highly effective in the future, the Company does not expect to reclassify
any material amounts from OCI to earnings during the next twelve-month period.
The only transaction that would result in such a reclassification would be the
cancellation and subsequent unwinding of the interest rate swap contracts.
NON-HEDGING DERIVATIVES
During 2000, in connection with certain of the Company's strategic investments
in Investees, the Company received options and/or warrants representing the
Company's right to acquire additional equity interests in certain Investees in
exchange for cash, additional advertising space or other services. In accordance
with SFAS No. 133, those options/warrants which permit "net settlement" qualify
as derivatives. Accordingly, those option/warrant agreements which qualify as
derivatives are reflected at fair value on the Company's condensed consolidated
balance sheet as of September 30, 2001 and the change in fair value of these
derivatives are recognized in earnings. For the nine months ended September 30,
2001, the decrease in fair value of the non-hedging derivatives was $9 and for
the three months ended September 30, 2001, the increase in fair value of the
non-hedging derivatives was $49 and are included on the condensed statement of
consolidated operations as other, net.
12. 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 Company's non-core businesses ("Non-Core Businesses") include
QWIZ, Inc., Pictorial, Inc., certain business directories, certain titles of The
Business Magazines & Media Group, Consumer Guides, PRIMEDIA Enthusiast Group and
the Youth Entertainment Group, and certain other businesses to be divested or
discontinued. In addition, the Company has restructured or consolidated several
new media properties, including IndustryClick, whose value can be realized with
far greater efficiency by having select functions absorbed by the core
operations. 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. 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 integration costs and gain (loss) on sales of businesses
and other, net.
Certain amounts in the prior periods have been reclassified to conform to the
presentation for the nine and three-month periods ended September 30, 2001.
21
Nine Months Ended Three Months Ended
September 30, September 30,
2001 2000 2001 2000
----------- ----------- ----------- -----------
SALES, NET:
Consumer $ 950,645 $ 820,700 $ 315,655 $ 274,947
Business-to-Business 353,204 365,758 104,423 120,208
Eliminations (44,275) (29,282) (12,539) (13,327)
Other:
Non-Core Businesses 31,332 74,448 11,084 19,819
----------- ----------- ----------- -----------
Total $ 1,290,906 $ 1,231,624 $ 418,623 $ 401,647
=========== =========== =========== ===========
EBITDA (1):
Consumer $ 107,340 $ 140,167 $ 26,342 $ 42,730
Business-to-Business (2) 61,339 77,927 16,446 24,643
Other:
Corporate (24,499) (24,632) (8,260) (8,317)
Non-Core Businesses (30,382) (21,138) (6,907) (15,030)
----------- ----------- ----------- -----------
Total $ 113,798 $ 172,324 $ 27,621 $ 44,026
=========== =========== =========== ===========
The following is a reconciliation of EBITDA to operating income (loss):
Nine Months Ended Three Months Ended
September 30, September 30,
2001 2000 2001 2000
----------- ----------- ----------- -----------
Total EBITDA (1) $ 113,798 $ 172,324 $ 27,621 $ 44,026
Depreciation of property and equipment (46,710) (39,760) (15,865) (12,855)
Amortization of intangible assets, excess
of purchase price over net assets
acquired and other (242,662) (98,279) (124,924) (31,857)
Non-cash compensation and
non-recurring charges (60,167) (26,900) (47,440) (2,354)
Provision for severance, closures and
integration costs (28,135) (19,008) (15,633) (2,291)
Other integration costs included in
general and administrative expenses (3) (6,477) -- (2,173) --
Gain (loss) on sale of businesses and
other, net 433 26,824 (70) (1,658)
----------- ----------- ----------- -----------
Operating income (loss) $ (269,920) $ 15,201 $ (178,484) $ (6,989)
=========== =========== =========== ===========
(1) EBITDA represents earnings before interest, taxes, depreciation,
amortization and other (income) charges. 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
22
between EBITDA and cash flow provided by (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.
(3) Includes certain integration costs primarily related to the About merger
and other Company-wide integration efforts. These costs principally
represent consultants related to the centralization of certain support
functions and implementation of certain standardized technology. They also
include branding campaigns and certain internal personnel costs
specifically identified as merger or integration related.
13. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT
The information that follows presents condensed consolidating financial
information as of September 30, 2001 and December 31, 2000 and for the nine
months ended September 30, 2001 and 2000 for a) PRIMEDIA Inc. (as the Issuer),
b) the guarantor subsidiaries, c) the unrestricted non-guarantor subsidiaries
(primarily representing Internet and investment properties), d) elimination
entries and e) the Company on a consolidated basis. Certain businesses, which
were included as guarantor subsidiaries in 2000 have been classified as
unrestricted non-guarantor subsidiaries in 2001.
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 connection with the condensed
consolidated financial statements of the Company.
23
13. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT (CONTINUED)
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(UNAUDITED)
For the Nine Months Ended September 30, 2001
(dollars in thousands)
Unrestricted Primedia Inc.
Guarantor Non-Guarantor and
Primedia Inc. Subsidiaries Subsidiaries Eliminations Subsidiaries
----------------------------------------------------------------------------
Sales, net $ -- $ 1,223,420 $ 113,967 $ (46,481) $ 1,290,906
Operating costs and expenses:
Cost of goods sold -- 292,955 78,123 (46,321) 324,757
Marketing and selling -- 266,684 52,128 -- 318,812
Distribution, circulation and fulfillment -- 209,306 4,740 -- 214,046
Editorial -- 100,315 16,546 -- 116,861
Other general expenses -- 128,034 56,736 -- 184,770
Corporate administrative expenses
(excluding non-cash compensation) 22,477 922 1,100 (160) 24,339
Depreciation of property and equipment 1,256 29,240 16,214 -- 46,710
Amortization of intangible assets, excess
of purchase price over net assets
acquired and other 401 93,398 148,863 -- 242,662
Non-cash compensation and non-recurring
charges 19,603 -- 40,564 -- 60,167
Provision for severance, closures and
integration costs 7,305 7,024 13,806 -- 28,135
Gain on sales of businesses and other, net -- (795) 362 -- (433)
----------------------------------------------------------------------------
Operating income (loss) (51,042) 96,337 (315,215) -- (269,920)
Other income (expense):
Provision for the impairment of investments (80,358) -- (8,134) -- (88,492)
Interest expense (103,913) (2,490) -- -- (106,403)
Amortization of deferred financing costs (603) (9,404) -- -- (10,007)
Equity in losses of subsidiaries (392,441) -- -- 392,441 --
Intercompany management fees and interest 151,862 (151,862) -- -- --
Other, net (26,862) (1,395) (278) -- (28,535)
----------------------------------------------------------------------------
Net loss $ (503,357) $ (68,814) $ (323,627) $ 392,441 $ (503,357)
============================================================================
24
13. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT (CONTINUED)
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
(UNAUDITED)
September 30, 2001
(dollars in thousands)
Unrestricted Primedia Inc.
Guarantor Non-Guarantor and
Primedia Inc. Subsidiaries Subsidiaries Eliminations Subsidiaries
----------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ (1,131) $ 11,084 $ 555 $ -- $ 10,508
Accounts receivable, net 1,067 315,829 6,780 -- 323,676
Intercompany receivables 1,562,353 537,351 90,470 (2,190,174) --
Inventories, net -- 55,384 73 -- 55,457
Net assets held for sale -- 20,677 -- -- 20,677
Prepaid expenses and other 9,288 52,667 9,137 -- 71,092
----------------------------------------------------------------------------
Total current assets 1,571,577 992,992 107,015 (2,190,174) 481,410
Property and equipment, net 6,160 119,420 65,917 -- 191,497
Investment in and advances to subsidiaries 1,768,508 -- -- (1,768,508) --
Other intangible assets, net 1,677 604,928 50,377 -- 656,982
Excess of purchase price over net assets
acquired, net (12,795) 1,458,704 390,097 -- 1,836,006
Deferred income tax asset, net 135,000 -- -- -- 135,000
Other investments 62,286 (2,991) 11,707 -- 71,002
Other non-current assets 12,098 81,621 (42) -- 93,677
----------------------------------------------------------------------------
$ 3,544,511 $ 3,254,674 $ 625,071 $(3,958,682) $ 3,465,574
============================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable $ (3) $ 104,810 $ 11,000 $ -- $ 115,807
Intercompany payables 726,121 1,185,390 288,412 (2,199,923) --
Accrued interest payable 43,004 -- -- -- 43,004
Accrued expenses and other 58,456 146,816 53,552 -- 258,824
Deferred revenues 6,047 241,337 (24,430) -- 222,954
Current maturities of long-term debt 4,344 3,575 3 -- 7,922
----------------------------------------------------------------------------
Total current liabilities 837,969 1,681,928 328,537 (2,199,923) 648,511
----------------------------------------------------------------------------
Long-term debt 2,001,245 25,488 1 -- 2,026,734
----------------------------------------------------------------------------
Intercompany notes payable -- 2,637,100 700,549 (3,337,649) --
----------------------------------------------------------------------------
Deferred revenues -- 49,059 -- -- 49,059
----------------------------------------------------------------------------
Other non-current liabilities -- 35,903 70 -- 35,973
----------------------------------------------------------------------------
Exchangeable preferred stock 562,549 -- -- -- 562,549
----------------------------------------------------------------------------
Shareholders' equity (deficiency):
Common stock 2,520 -- -- -- 2,520
Series J convertible preferred stock 115,507 -- -- -- 115,507
Additional paid-in capital 2,281,585 -- -- -- 2,281,585
Accumulated deficit (2,146,249) (1,172,390) (403,978) 1,576,368 (2,146,249)
Accumulated other comprehensive loss (5,689) (2,414) (108) 2,522 (5,689)
Unearned compensation (30,061) -- -- -- (30,061)
Common stock in treasury, at cost (74,865) -- -- -- (74,865)
----------------------------------------------------------------------------
Total shareholders' equity (deficiency) 142,748 (1,174,804) (404,086) 1,578,890 142,748
----------------------------------------------------------------------------
$ 3,544,511 $ 3,254,674 $ 625,071 $(3,958,682) $ 3,465,574
============================================================================
25
13. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT (CONTINUED)
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Nine Months Ended September 30, 2001
(dollars in thousands)
Unrestricted Primedia Inc.
Guarantor Non-Guarantor and
Primedia Inc. Subsidiaries Subsidiaries Eliminations Subsidiaries
------------------------------------------------------------------------
OPERATING ACTIVITIES:
Net loss $ (503,357) $ (68,814) $ (323,627) $ 392,441 $ (503,357)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities 373,404 242,035 177,092 (392,441) 400,090
Changes in operating assets and liabilities (53,925) 22,432 (12,770) -- (44,263)
------------------------------------------------------------------------
Net cash provided by (used in) operating
activities (183,878) 195,653 (159,305) -- (147,530)
------------------------------------------------------------------------
INVESTING ACTIVITIES:
Additions to property, equipment and other, net (858) (18,711) (19,570) -- (39,139)
Proceeds from sales of businesses and other, net -- 6,731 -- -- 6,731
(Payments) for businesses acquired, net of
cash acquired -- (538,884) 106,849 -- (432,035)
Payments for other investments (14,806) (442) -- -- (15,248)
------------------------------------------------------------------------
Net cash provided by (used in) investing activities (15,664) (551,306) 87,279 -- (479,691)
------------------------------------------------------------------------
FINANCING ACTIVITIES:
Intercompany activity (473,833) 455,950 17,883 -- --
Borrowings under credit agreements 1,384,700 -- -- -- 1,384,700
Repayments of borrowings under credit agreements (1,450,700) -- -- -- (1,450,700)
Proceeds from issuances of 8 7/8% Senior Notes, net 492,685 -- -- -- 492,685
Payments of acquisition obligation (3,310) (5,523) -- -- (8,833)
Proceeds from issuances of common stock, net
of redemptions 130,100 -- -- -- 130,100
Dividends paid to preferred stock shareholders (39,795) -- -- -- (39,795)
Deferred financing costs paid (16,790) -- -- -- (16,790)
Proceeds from issuances of Series J Pref. Stock 125,000 -- -- -- 125,000
Other (132) (2,107) (89) -- (2,328)
------------------------------------------------------------------------
Net cash provided by financing activities 147,925 448,320 17,794 -- 614,039
-----------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents (51,617) 92,667 (54,232) -- (13,182)
Cash and cash equivalents, beginning of period 5,536 17,958 196 -- 23,690
------------------------------------------------------------------------
Cash and cash equivalents, end of period $ (46,081) $ 110,625 $ (54,036) $ -- $ 10,508
========================================================================
26
13. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT (CONTINUED)
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(UNAUDITED)
For the Nine Months Ended September 30, 2000
(dollars in thousands)
Unrestricted Primedia Inc.
Guarantor Non-Guarantor and
Primedia Inc. Subsidiaries Subsidiaries Eliminations Subsidiaries
------------------------------------------------------------------------
Sales, net $ -- $ 1,225,386 $ 36,401 $ (30,163) $ 1,231,624
Operating costs and expenses:
Cost of goods sold -- 289,790 39,933 (30,163) 299,560
Marketing and selling -- 276,184 13,760 -- 289,944
Distribution, circulation and fulfillment -- 174,570 14,441 -- 189,011
Editorial -- 90,886 3,141 -- 94,027
Other general expenses -- 133,761 28,365 -- 162,126
Corporate administrative expenses (excluding
non-cash compensation) 23,945 -- 687 -- 24,632
Depreciation of property and equipment 1,377 34,330 4,053 -- 39,760
Amortization of intangible assets, excess of purchase
price over net assets acquired and other 322 97,044 913 -- 98,279
Non-cash compensation and non-recurring charges 19,500 7,400 -- -- 26,900
Provision for severance, closures and integration costs 12,739 6,165 104 -- 19,008
Gain on sale of businesses and other, net -- (17,947) (8,877) -- (26,824)
------------------------------------------------------------------------
Operating income (loss) (57,883) 133,203 (60,119) -- 15,201
Other income (expense):
Interest expense (104,869) (4,284) (281) -- (109,434)
Amortization of deferred financing costs -- (2,897) (2) -- (2,899)
Equity in losses of subsidiaries (107,396) -- -- 107,396 --
Intercompany management fees and interest 180,296 (180,296) -- -- --
Other, net 334 7,512 (232) -- 7,614
------------------------------------------------------------------------
Net loss $ (89,518) $ (46,762) $ (60,634) $ 107,396 $ (89,518)
========================================================================
27
13. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT (CONTINUED)
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2000
(dollars in thousands)
Unrestricted Primedia Inc.
Guarantor Non-Guarantor and
Primedia Inc. Subsidiaries Subsidiaries Eliminations Subsidiaries
------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 5,536 $ 16,995 $ 1,159 $ -- $ 23,690
Accounts receivable, net 70 257,075 8,801 -- 265,946
Intercompany receivables 774,165 324,678 17,690 (1,116,533) --
Inventories, net -- 27,827 854 -- 28,681
Net assets held for sale -- 5,000 -- -- 5,000
Prepaid expenses and other 2,253 31,913 9,464 -- 43,630
------------------------------------------------------------------------
Total current assets 782,024 663,488 37,968 (1,116,533) 366,947
Property and equipment, net 6,554 128,016 40,990 -- 175,560
Investment in and advances to subsidiaries 950,319 -- -- (950,319) --
Other intangible assets, net 2,353 501,861 1,942 -- 506,156
Excess of purchase price over net assets
acquired, net (13,070) 1,146,701 7,805 -- 1,141,436
Deferred income tax asset, net 135,000 -- -- -- 135,000
Other investments 248,236 914 16,318 -- 265,468
Other non-current assets 1,857 84,910 145 -- 86,912
------------------------------------------------------------------------
$ 2,113,273 $ 2,525,890 $ 105,168 $(2,066,852) $ 2,677,479
========================================================================
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable $ 7,552 $ 109,650 $ 3,584 $ -- $ 120,786
Intercompany payables -- 899,208 217,325 (1,116,533) --
Accrued interest payable 18,822 -- -- -- 18,822
Accrued expenses and other 67,734 144,270 10,769 -- 222,773
Deferred revenues 26,164 190,914 18,470 -- 235,548
Current maturities of long-term debt 105,744 9,706 15 -- 115,465
------------------------------------------------------------------------
Total current liabilities 226,016 1,353,748 250,163 (1,116,533) 713,394
------------------------------------------------------------------------
Long-term debt 1,476,128 27,051 9 -- 1,503,188
------------------------------------------------------------------------
Intercompany notes payable -- 2,138,619 -- (2,138,619) --
------------------------------------------------------------------------
Deferred revenues 85,831 26,465 -- -- 112,296
------------------------------------------------------------------------
Other non-current liabilities -- 22,114 1,189 -- 23,303
------------------------------------------------------------------------
Exchangeable preferred stock 561,324 -- -- -- 561,324
------------------------------------------------------------------------
Shareholders' deficiency:
Common stock 1,678 -- -- -- 1,678
Additional paid-in capital 1,366,950 -- -- -- 1,366,950
Accumulated deficit (1,603,096) (1,040,278) (145,771) 1,186,049 (1,603,096)
Accumulated other comprehensive income (loss) (1,558) (1,829) (422) 2,251 (1,558)
Unearned stock grant compensation -- -- -- -- --
Common stock in treasury, at cost -- -- -- -- --
------------------------------------------------------------------------
Total shareholders' deficiency (236,026) (1,042,107) (146,193) 1,188,300 (236,026)
------------------------------------------------------------------------
$ 2,113,273 $ 2,525,890 $ 105,168 $(2,066,852) $ 2,677,479
========================================================================
28
13. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT (CONTINUED)
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Nine Months Ended September 30, 2000
(dollars in thousands)
Unrestricted Primedia Inc.
Guarantor Non-Guarantor and
Primedia Inc. Subsidiaries Subsidiaries Eliminations Subsidiaries
------------------------------------------------------------------------
OPERATING ACTIVITIES:
Net loss $ (89,518) $ (46,762) $ (60,634) $ 107,396 $ (89,518)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities (51,135) 296,497 (3,880) (107,396) 134,086
Changes in operating assets and liabilities (59,081) (10,725) 3,229 -- (66,577)
------------------------------------------------------------------------
Net cash provided by (used in) operating
activities (199,734) 239,010 (61,285) -- (22,009)
------------------------------------------------------------------------
INVESTING ACTIVITIES:
Additions to property, equipment and other, net (1,037) (33,188) (19,370) -- (53,595)
Proceeds from sales of businesses and other -- 131,667 10,372 -- 142,039
Payments for businesses acquired -- (23,201) (1,242) -- (24,443)
Payments for other investments (45,428) (3,660) (18,325) -- (67,413)
------------------------------------------------------------------------
Net cash provided by (used in) investing
activities (46,465) 71,618 (28,565) -- (3,412)
------------------------------------------------------------------------
FINANCING ACTIVITIES:
Intercompany activity 207,833 (298,529) 90,696 -- --
Borrowings under credit agreements 436,550 -- -- -- 436,550
Repayments of borrowings under credit agreements (549,800) 99 (290) -- (549,991)
Payments of acquisition obligation (3,685) (6,248) -- -- (9,933)
Proceeds from issuances of common stock, net
of redemptions 209,743 -- -- -- 209,743
Taxes paid associated with stock option exercises (16,891) -- -- -- (16,891)
Purchases of common stock for the treasury (385) -- -- -- (385)
Dividends paid to preferred stock shareholders (39,797) -- -- -- (39,797)
Deferred financing costs paid -- (175) -- -- (175)
Other 2 (2,702) -- -- (2,700)
------------------------------------------------------------------------
Net cash provided by (used in) financing activities 243,570 (307,555) 90,406 -- 26,421
------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents (2,629) 3,073 556 -- 1,000
Cash and cash equivalents, beginning of period 11,521 13,765 3,375 -- 28,661
------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 8,892 $ 16,838 $ 3,931 $ -- $ 29,661
========================================================================
29
14. SUBSEQUENT EVENTS
On November 14, 2001, the Company announced that it has entered into a
definitive agreement, subject to regulatory approval, with the
international group Observer AB, to sell Bacon's Information, Inc.
for $90,000. The Company expects to recognize a gain on the sale. This
sale is part of the Company's plan to sell non-core assets and reduce
debt.
30
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 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. The consumer segment includes
PRIMEDIA Magazines Inc., PRIMEDIA Enthusiast Group, Channel One Communications
Corporation, About.com, Inc. ("About"), Films for the Humanities & Sciences,
Inc., Haas Publishing Companies, Inc. and EMAP, Inc. ("EMAP"). The
business-to-business segment includes The Business Magazines & Media Group,
Bacon's Information, Inc., PRIMEDIA Workplace Learning, Inc., Kagan World Media,
Inc. and affiliated companies and certain product lines of PRIMEDIA Information
Inc.
Management believes a meaningful comparison of the results of operations for the
nine and three months ended September 30, 2001 and 2000 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 include Pictorial, Inc.
(divested in June 2000), QWIZ, Inc. (divested in April 2001), certain business
directories (divested in October 2000) and certain titles, including certain
titles of The Business Magazines & Media Group, Consumer Guides, and PRIMEDIA
Enthusiast Group which are discontinued or will be divested. In addition, the
Company has restructured or consolidated several new media properties, including
IndustryClick, whose value can be realized with far greater efficiency by having
select functions absorbed by the core operations. Certain amounts in the prior
periods have been reclassified to conform to the presentation for the nine and
three-month periods ended September 30, 2001.
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 provided by (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.
31
Primedia Inc. and Subsidiaries
Unaudited Results of Consolidated Operations
(dollars in thousands)
Nine Months Ended Three Months Ended
September 30, September 30,
2001 2000 2001 2000
----------- ----------- ----------- -----------
Sales, Net:
Continuing Businesses:
Consumer $ 950,645 $ 820,700 $ 315,655 $ 274,947
Business-to-business 353,204 365,758 104,423 120,208
Eliminations (44,275) (29,282) (12,539) (13,327)
----------- ----------- ----------- -----------
Subtotal 1,259,574 1,157,176 407,539 381,828
Non-Core Businesses 31,332 74,448 11,084 19,819
----------- ----------- ----------- -----------
Total $ 1,290,906 $ 1,231,624 $ 418,623 $ 401,647
=========== =========== =========== ===========
EBITDA:
Continuing Businesses:
Consumer $ 107,340 $ 140,167 $ 26,342 $ 42,730
Business-to-business 61,339 77,927 16,446 24,643
Corporate (24,499) (24,632) (8,260) (8,317)
----------- ----------- ----------- -----------
Subtotal 144,180 193,462 34,528 59,056
Non-Core Businesses (30,382) (21,138) (6,907) (15,030)
----------- ----------- ----------- -----------
Total $ 113,798 $ 172,324 $ 27,621 $ 44,026
=========== =========== =========== ===========
Operating Income (Loss):
Continuing Businesses:
Consumer $ (167,365) $ 55,401 $ (129,285) $ 15,333
Business-to-business 8,301 15,041 (7,115) 8,815
Corporate (53,346) (49,697) (18,650) (13,502)
----------- ----------- ----------- -----------
Subtotal (212,410) 20,745 (155,050) 10,646
Non-Core Businesses (57,510) (5,544) (23,434) (17,635)
----------- ----------- ----------- -----------
Total (269,920) 15,201 (178,484) (6,989)
Other Expense:
Provision for the impairment of investments (88,492) -- (57,684) --
Interest expense (106,403) (109,434) (39,549) (34,114)
Amortization of deferred
financing costs (10,007) (2,899) (944) (960)
Other, net (28,535) 7,614 (1,208) (956)
----------- ----------- ----------- -----------
Net Loss $ (503,357) $ (89,518) $ (277,869) $ (43,019)
=========== =========== =========== ===========
32
NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2000:
CONSOLIDATED RESULTS:
Sales from Continuing Businesses increased 8.8% to $1,259,574 in 2001 from
$1,157,176 in 2000 due to growth in the consumer segment partially offset by
weakness in the business-to-business segment. Total sales, including Non-Core
Businesses, increased 4.8% to $1,290,906 in the first nine months of 2001 from
$1,231,624 in the 2000 period.
Since the first quarter of 2000, the Company has entered various
assets-for-equity transactions, some of which also included cash consideration.
The remainder 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. Revenue recognized in connection with these
assets-for-equity transactions was approximately $51,000 and $11,000 during the
nine months ended September 30, 2001 and 2000, respectively, and will be
substantially reduced in future quarters. In addition, for the nine months ended
September 30, 2001 and 2000, revenue and expense from barter transactions were
approximately $35,000 and $2,000, respectively.
EBITDA from Continuing Businesses decreased 25.5% to $144,180 in 2001 from
$193,462 in 2000 primarily due to larger new media losses and softness in
business-to-business advertising and trade shows. Total EBITDA, including
Non-Core Businesses, decreased 34.0% to $113,798 in 2001 from $172,324 in 2000
due to declines in both segments.
Operating income (loss) from Continuing Businesses was $(212,410) in 2001
compared to $20,745 in 2000. This increase in operating loss was primarily
attributable to increased operating loss in the consumer segment. Total
operating income (loss), including Non-Core Businesses, was $(269,920) in 2001
compared to $15,201 in 2000.
Interest expense decreased by 2.8% in the first nine months of 2001 compared to
2000. This decrease is the result of the Company's use of proceeds from the
sales of businesses, the Liberty Media investment in April 2000, and cash
acquired in connection with the About merger to repay borrowings under its bank
credit facilities, partially offset by increased borrowings under the bank
credit facilities to finance the EMAP acquisition.
CONSUMER:
Sales from Continuing Businesses increased 15.8% to $950,645 in the first nine
months of 2001 from $820,700 in 2000 due primarily to growth at the Company's
Consumer Guides and apartmentguide.com, growth at certain Enthusiast magazines,
the About acquisition whose results are included in the consumer segment for
seven of the nine months ended September 30, 2001 and the EMAP acquisition whose
results are included in the consumer segment for September 2001. New media sales
from Continuing Businesses increased 326.4% to $65,542 in 2001 from $15,370 in
2000 due primarily to the About acquisition and growth at apartmentguide.com.
Revenue recognized in connection with assets-for-equity transactions was
approximately $42,000 and $5,000 during the nine months ended September 30, 2001
and 2000, respectively.
EBITDA from Continuing Businesses decreased 23.4% to $107,340 in 2001 from
$140,167 in 2000. The EBITDA margin for Continuing Businesses decreased to 11.3%
in 2001 from 17.1% in 2000. The decrease in margin is primarily attributable to
increased Internet spending as a result of the About acquisition.
Operating income (loss) from Continuing Businesses was $(167,365) in 2001
compared to $55,401 in 2000. The increase in operating loss was attributable to
the decrease in EBITDA, certain non-cash compensation and non-recurring charges,
a provision for severance, closures and integration costs, an increase in
amortization expense related to excess of purchase price over net assets
acquired as a result of the About acquisition and the write-off of goodwill and
intangible assets of certain Consumer Guides and Enthusiast magazines.
33
BUSINESS-TO-BUSINESS:
Sales from Continuing Businesses decreased 3.4% to $353,204 in the first nine
months of 2001 from $365,758 in 2000 primarily due to softness in
business-to-business advertising and trade shows partially offset by higher new
media sales at certain Internet properties and sales growth at PRIMEDIA
Workplace Learning. New media sales from Continuing Businesses increased 55.5%
to $12,772 in 2001 from $8,216 in 2000. Revenue recognized in connection with
assets-for-equity transactions was approximately $9,000 and $6,000 during the
nine months ended September 30, 2001 and 2000, respectively.
EBITDA from Continuing Businesses, which includes a reversal of a $4,000 sales
tax accrual that was no longer required, decreased 21.3% to $61,339 in 2001 from
$77,927 in 2000 primarily due to weakness at The Business Magazines & Media
Group. The EBITDA margin decreased to 17.4% in 2001 from 21.3% in 2000 primarily
due to softness in business-to-business advertising.
Operating income from Continuing Businesses decreased to $8,301 in 2001 from
$15,041 in 2000. The decrease in operating income is primarily attributable to
weakness at The Business Magazines & Media Group as well as a provision for
severance, closures and integration costs.
34
THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2000:
CONSOLIDATED RESULTS:
Sales from Continuing Businesses increased 6.7% to $407,539 in 2001 from
$381,828 in 2000 due to growth in the consumer segment. Total sales, including
Non-Core Businesses, increased 4.2% to $418,623 in the third quarter of 2001
from $401,647 in the 2000 period. Revenue recognized in connection with
assets-for-equity transactions was approximately $4,000 and $7,000 during the
three months ended September 30, 2001 and 2000, respectively, and will be
substantially reduced in future quarters. In addition, for the three months
ended September 30, 2001 and 2000, revenue and expense from barter transactions
were approximately $9,000 and $1,500, respectively and will be substantially
reduced in future quarters.
EBITDA from Continuing Businesses decreased 41.5% to $34,528 in 2001 from
$59,056 in 2000 due to declines in both segments. Total EBITDA, including
Non-Core Businesses, decreased 37.3% to $27,621 in 2001 from $44,026 in 2000.
Operating income (loss) from Continuing Businesses was $(155,050) in 2001
compared to $10,646 in 2000. This increase in operating loss was attributable to
increased operating loss in the consumer segment. Total operating loss,
including Non-Core Businesses, was $178,484 in 2001 compared to $6,989 in 2000.
Interest expense increased by 15.9% in the third quarter of 2001 compared to
2000. This increase is primarily the result of increased borrowings under its
bank credit facilities to finance the EMAP acquisition.
CONSUMER:
Sales from Continuing Businesses increased 14.8% to $315,655 in the third
quarter of 2001 from $274,947 in 2000 due primarily to growth at the Company's
Consumer Guides and apartmentguide.com, growth at certain Enthusiast magazines,
the About acquisition whose results are included in the consumer segment for the
quarter ended September 30, 2001 and the EMAP acquisition whose results are
included in the consumer segment for September 2001. New media sales from
Continuing Businesses increased 197.8% to $18,155 in 2001 from $6,096 in 2000
due primarily to the About acquisition as well as growth at apartmentguide.com.
Revenue recognized in connection with assets-for-equity transactions was
approximately $2,000 and $2,000 during the three months ended September 30, 2001
and 2000, respectively.
EBITDA from Continuing Businesses decreased 38.4% to $26,342 in 2001 from
$42,730 in 2000. The EBITDA margin for Continuing Businesses decreased to 8.3%
in 2001 from 15.5% in 2000. The decrease is primarily attributable to reduced
brand advertising at Broad Reach magazines and Channel One and increased
Internet spending.
Operating income (loss) from Continuing Businesses, was $(129,285) in 2001
compared to $15,333 in 2000. The increase in operating loss was attributable to
the decrease in EBITDA, certain non-cash compensation and non-recurring charges,
a provision for severance, closures and integration costs, an increase in
amortization expense related to excess of purchase price over net assets
acquired as a result of the About acquisition as well as the write-off of
goodwill and intangible assets of certain Consumer Guides and Enthusiast
magazines.
35
BUSINESS-TO-BUSINESS:
Sales from Continuing Businesses decreased 13.1% to $104,423 in the third
quarter of 2001 from $120,208 in 2000 primarily due to softness at The Business
Magazines & Media Group. New media sales from Continuing Businesses increased
23.8% to $4,138 in 2001 from $3,342 in 2000. Revenue recognized in connection
with assets-for-equity transactions was approximately $2,000 and $5,000 during
the three months ended September 30, 2001 and 2000, respectively.
EBITDA from Continuing Businesses decreased 33.3% to $16,446 in 2001 from
$24,643 in 2000. The EBITDA margin decreased to 15.7% in 2001 from 20.5% in 2000
due to softness in advertising in The Business Magazines & Media Group.
Operating income (loss) from Continuing Businesses was $(7,115) in 2001 compared
to $8,815 in 2000. The increase in operating loss is primarily attributable to
weakness at The Business Magazines & Media Group as well as a provision for
severance, closures and integration costs.
FINANCING ARRANGEMENTS
8 7/8% SENIOR NOTES DUE 2011
On May 8, 2001, the Company completed an offering of $500,000 of 8 7/8% Senior
Notes. Proceeds from this offering 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%. The 8 7/8% Senior Notes are fully,
unconditionally and jointly and severally guaranteed by each of the Company's
domestic restricted subsidiaries. The notes are secured by a pledge of stock of
PRIMEDIA Companies Inc., an intermediate holding company, owned directly by the
Company, which owns all shares of PRIMEDIA subsidiaries. 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.
NEW CREDIT AGREEMENT
On June 20, 2001, the Company completed a refinancing of its existing bank
credit facilities pursuant to new bank credit facilities with The Chase
Manhattan Bank, Bank of America, N.A., The Bank of New York, and The Bank of
Nova Scotia, as agents. The debt under the new credit agreement (as well as
certain of the Company's other equally and ratably secured indebtedness) is
secured by a pledge of the stock of PRIMEDIA Companies Inc. Borrowings under the
bank credit facilities are guaranteed by each of the Company's wholly owned
domestic restricted subsidiaries. The guarantees are full, unconditional and
joint and several. Certain of the Company's subsidiaries, which primarily
represent Internet assets and businesses, including About.com, investment
properties and the Company's foreign subsidiaries, are not
36
guarantors of the bank credit facilities. The bank credit facilities rank senior
in right of payment to all the Company's future subordinated indebtedness.
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:
o a $475,000 revolving loan facility, of which $339,000 was outstanding at
September 30, 2001;
o a term loan A, of which $100,000 was outstanding at September 30, 2001;
and
o a term loan B, of which $425,000 was outstanding at September 30, 2001.
As of September 30, 2001, the Company had $864,000 borrowings outstanding,
$27,090 letters of credit outstanding and unused bank commitments of
approximately $110,600 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%. Additionally, until the Company issues financial
statements for the period ending December 31, 2001, the applicable margin for
the amounts borrowed will be a minimum of 0.75% for the base rate option and
1.75% for the Eurodollar rate option. The term loan B bears interest at the
base rate plus 1.75% or LIBOR plus 2.75%. At September 30, 2001, the weighted
average variable interest rate on all outstanding borrowings under the bank
credit facilities was 5.63%.
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. 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 $2,125 in 2001, $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 our common stock in
excess of $75,000 in any given year. Under the most restrictive debt covenants,
the Company must maintain a minimum interest coverage ratio of 1.80 to 1 and a
minimum fixed charge coverage ratio of 1.05 to 1. The Company's maximum
allowable debt leverage ratio 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. At September 30, 2001, the
Company's debt leverage ratio, as defined in the bank credit agreement, was 5.4
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.
37
EMAP FINANCING
On August 24, 2001, the Company acquired 100% of the outstanding common stock
of the publishing business 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. The acquisition of EMAP is expected to strengthern the
Company's unique mix of category specific endemic advertising as well as
circulation revenue which is an increasingly important component of the
Company's financial model. Further, the acquisition advances PRIMEDIA to the
number two spot in the magazine industry in revenue and single copy sales and
further cements the Company's position as the number one producer of magazine
editorial and advertising pages each month. The total consideration was
$525,000 comprised of $515,000 in cash, including working capital and other
settlements of $10,000 and a warrant to acquire 2,000,000 shares of the
Company's common stock. The fair value of the warrant was approximately
$10,000 and was determined using a Black Scholes pricing model.
The Company has financed the acquisition of EMAP by (1) issuing $125,000 of
Series J Convertible Preferred Stock to KKR 1996 Fund (a partnership associated
with Kohlberg Kravis Roberts & Co. L.P., a related party of the Company) 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, KKR 1996 Fund converted all of the issued and outstanding shares of the
Series K Convertible Preferred Stock 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 one year from the date of issuance, into shares of the Company's common
stock at a conversion price of $125,000 divided by $7 per share, subject to
adjustment. Dividends on the Series J Convertible Preferred Stock accrue at an
annual rate of 12.5% and are payable quarterly in kind. The Company 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. In addition, the Company may 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 warrants to
purchase 250,000, 1 million, 1.25 million and 1.5 million shares of common
stock, respectively. The financial statements do not reflect the issuance of the
additional 4,000,000 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.
38
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
$10,768 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 over a one year
period as the earliest date at which the preferred stock is convertible is one
year from the date of issuance.
LIQUIDITY AND CAPITAL RESOURCES
Consolidated working capital, including net assets held for sale and current
portion of long-term debt, was $(167,101) at September 30, 2001 as compared to
$(346,447) at December 31, 2000. Consolidated working capital reflects certain
industry working capital practices and accounting principles, including the
recording of certain deferred revenues from subscriptions as a current liability
as well as the expensing of certain advertising, editorial and product
development costs as incurred. Consolidated working capital increased at
September 30, 2001 due to a reduction of current maturities of the Company's
long-term debt of approximately $107,000 as a result a refinancing of the
Company's outstanding debt obligations as well as other working capital changes.
Net cash used in operating activities during the nine months ended September 30,
2001, after interest payments of $82,360 in 2001 and $108,191 in 2000, was
$147,530, as compared to $22,009 during the same 2000 period, due primarily to
EBITDA declines, as well as other working capital changes. Net additions to
property, equipment and other were $39,139 during the nine months ended
September 30, 2001 compared to $53,595 during the 2000 period due to higher
levels of spending last year relating to new office space and capitalized
internal use software expenditures. Net cash used in investing activities during
the nine months ended September 30, 2001 increased to $479,691 compared to
$3,412 in the same 2000 period primarily due to the EMAP acquisition partially
offset by the cash acquired from the About acquisition. Net cash provided by
financing activities during the nine months ended September 30, 2001 was
$614,039, compared to $26,421 in the same 2000 period primarily due to proceeds
from the debt drawdowns and equity issuances associated with the EMAP financing.
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 two years.
PROVISION FOR SEVERANCE, CLOSURES AND INTEGRATION COSTS
During 2000 and 2001, the Company implemented plans to integrate the Company and
consolidate many back office functions. All integration costs were expensed as
incurred. $6,477 and $2,173 of integration costs primarily related to the About
merger and Company-wide integration efforts have been reclassified to other
general expenses for the nine and three months ended September 30, 2001,
respectively. A summary of the status of these plans as of September 30, 2001 is
presented below.
2001 PLAN
With the acquisition of About coupled with other cost initiatives, during the
first quarter of 2001, the Company announced the details of plans that would
continue to implement and expand upon the initiatives enacted during 2000. In
the first quarter of 2001, the Company recorded a severance and closure charge
of $3,034 and integration costs of $3,453, and in the second quarter of 2001,
the Company recorded a severance and closure charge of $4,535 and integration
costs of $5,784. The Company continued to implement these initiatives in the
third quarter of 2001, recording severance and closure charges of $14,967 and
integration costs of $2,839.
39
A significant portion of the remaining costs are expected to be paid during the
remainder of 2001 with the balance, primarily related to leases, to be paid
through 2006. The Company is currently developing additional initiatives aimed
largely at the consolidation of certain functions and the further integration of
the Company, including initiatives attributable to the consummation of the EMAP
acquisition, and accordingly expects to record additional severance, closures
and integration charges during the fourth quarter of 2001.
2000 PLAN
During 2000, the Company announced the implementation of a plan to integrate the
Company and consolidate many back office functions. During 2001, the Company
made payments approximating $7,200 relating to the balance outstanding as of
December 31, 2000 in connection with the 2000 plan.
The majority of the remaining costs, which approximates $4,000, are expected to
be paid by the end of 2001 with the balance to be paid through the end of 2003.
As a result of the 2000 and 2001 plans already put in place, the Company will
close and consolidate in excess of fifteen office locations and will terminate
approximately 1,000 individuals. All individuals who will be terminated under
these plans have been notified. As of September 30, 2001, approximately 985 of
those individuals have been terminated.
Management anticipates that these plans will result in significant savings
during the remainder of 2001 and beyond.
RECENT ACCOUNTING PRONOUNCEMENTS
In April 2001, the Emerging Issue Task Force ("EITF") issued EITF Consensus No.
00-25, "Accounting for Consideration from a Vendor to a Retailer in Connection
with the Purchase or Promotion of a Vendor's Products," which addresses whether
consideration from a vendor to a reseller of the vendor's products is an
adjustment to the selling price or the cost of the product. The EITF consensus
must be adopted no later than January 1, 2002. The Company is currently
determining the impact of this new consensus.
On June 29, 2001, the Financial Accounting Standards Board ("FASB") unanimously
voted in favor of two new statements, Statement of Financial Accounting
Standards ("SFAS") No. 141, "Business Combinations," and SFAS No. 142, "Goodwill
and Other Intangible Assets." SFAS No. 141 requires that all business
combinations be accounted for under the purchase method of accounting,
eliminates the use of the pooling-of-interests method and requires that the
purchase method be used for business combinations initiated after June 30, 2001.
SFAS No. 142 requires that goodwill and certain intangible assets no longer be
amortized to earnings and that goodwill and intangible assets be reviewed for
impairment. Under SFAS No. 142, goodwill acquired in a business combination
completed after June 30, 2001 (that is, the date of acquisition is July 1, 2001
or later) will not be amortized. The amortization of goodwill for previous
acquisitions will cease upon adoption of the SFAS No. 142, which will be January
1, 2002. We are currently determining the impact of SFAS No. 142 on our existing
goodwill and intangible assets. Under SFAS No. 142, goodwill which arises from
the acquisition of the publishing business of EMAP has not and will not be
amortized.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 requires entities to record the fair value of a
liability for an asset retirement obligation in the period in which it is
incurred. The provisions of SFAS No. 143 are effective for fiscal years
beginning after June 15, 2002. The Company will adopt SFAS No. 143 beginning in
the first quarter of 2003. The Company believes that the adoption of SFAS No.
143 will not have a material impact on its results of operations or financial
position.
40
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 supercedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of." The primary objectives of SFAS No. 144 were to develop one
accounting model based on the framework established in SFAS No. 121, and to
address significant implementation issues. The provisions of SFAS No. 144 are
effective for fiscal years beginning after December 15, 2001. The Company is
required to adopt SFAS No. 144 by the first quarter of fiscal 2002. The Company
is currently evaluating the potential impact of SFAS No. 144 on its results of
operations and financial position.
RECENT DEVELOPMENTS
On November 14, 2001, the Company announced that it has entered into a
definitive agreement, subject to regulatory approval, with the international
group Observer AB, to sell Bacon's Information, Inc. for $90,000. The Company
expects to recognize a gain on the sale. This sale is part of the Company's
plan to sell non-core assets and reduce debt.
IMPACT OF INFLATION
The impact of inflation was immaterial during 2000 and through the first nine
months of 2001. 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. 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 5% during the first nine months of 2001 compared to
2000. In the first nine months of 2001, 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.
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.
41
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
During the first nine-months of 2001, there were no significant changes related
to the Company's market risk exposure.
42
Item 6. REPORTS ON FORM 8-K
On July 6, 2001, PRIMEDIA Inc. filed its Current Report on Form 8-K to announce
that the Company has entered into a definitive agreement pursuant to which
PRIMEDIA will purchase from EMAP plc all the issued and outstanding stock of
EMAP, Inc. which owns over 60 consumer titles.
On July 26, 2001, 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 disclosed that the Company expects EBITDA for the fourth quarter of 2001
to represent a higher percentage of EBITDA for the last six months of 2001 than
the Company's EBITDA for the fourth quartter of 2000 represented for the last
six months of 2000.
On August 1, 2001, PRIMEDIA Inc. filed its Current Report on Form 8-K to
announce that Scott P. Kurnit, former Chief Executive Officer of About has
entered into a share lock-up agreement with the Company. In addition, the
Current Report disclosed that Mr. Kurnit advised the Company that he was selling
shares of the Company's common stock in the open market and that concurrent with
this transaction Mr. Kurnit assigned to a financial institution the right to
receive any payment to be made by PRIMEDIA in accordance with the lock-up
agreement referred to above. The financial institution further agreed to waive
its right to the shortfall payment in exchange for the Company's agreement to
make the institution whole if it was to sell the acquired shares, which it
purchased in the market for proceeds of less than approximately $26.8 million.
On August 16, 2001, PRIMEDIA Inc. filed its Current Report on Form 8-K which
effectively amended the Current Report on Form 8-K filed on August 1, 2001. This
Current Report amended the proceeds for the market purchases from approximately
$26.8 million to approximately $23.4 million.
On August 24, 2001, PRIMEDIA Inc. filed its Current Report on Form 8-K to
announce the completion of the acquisiton of EMAP, Inc.
On August 31, 2001, 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 disclosed that a class action suit was filed against PRIMEDIA. This suit
alleges, among other things that the Company breached agreements to convert
options in PRIMEDIA's internet companies into options for the Company's stock.
43
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: November 14, 2001 /s/ Thomas S. Rogers
----------------- -------------------------------------------
(Signature)
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: November 14, 2001 /s/ Lawrence R. Rutkowski
----------------- -------------------------------------------
(Signature)
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)