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, 2002
Commission file number: 1-11106
PRIMEDIA INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3647573
--------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
745 Fifth Avenue, New York, New York
------------------------------------
(Address of principal executive offices)
10151
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(Zip Code)
Registrant's telephone number, including area code (212) 745-0100
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes /X/ No / /
Number of shares of common stock, par value $.01 per share, outstanding as of
October 31, 2002: 258,720,356.
The aggregate market value of the common equity of PRIMEDIA Inc. which is held
by non-affiliates of PRIMEDIA Inc. at October 31, 2002 was approximately $184.8
million.
PRIMEDIA Inc.
INDEX
PAGE
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets
(Unaudited) as of September 30, 2002 and
December 31, 2001 2
Condensed Statements of Consolidated
Operations (Unaudited) for the nine months
ended September 30, 2002 and 2001 3
Condensed Statements of Consolidated
Operations (Unaudited) for the three months
ended September 30, 2002 and 2001 4
Condensed Statements of Consolidated
Cash Flows (Unaudited) for the nine months
ended September 30, 2002 and 2001 5
Notes to Condensed Consolidated
Financial Statements (Unaudited) 6-41
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 42-66
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 67
PART II. OTHER INFORMATION:
ITEM 2. Changes in Securities and Use of Proceeds 68
ITEM 4. Evaluation of Disclosure Controls and Procedures 68-69
ITEM 5. Other Information 70
ITEM 6. Exhibits and Reports on Form 8-K 71
Signatures 72
Certications Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 73-76
Exhibits 77-86
2
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
September 30, December 31,
2002 2001
----------------- ---------------
(dollars in thousands, except per share amounts)
ASSETS
Current assets:
Cash and cash equivalents $ 18,767 $ 33,588
Accounts receivable, net 229,353 275,704
Inventories, net 24,345 34,064
Prepaid expenses and other 42,825 64,612
----------------- ---------------
Total current assets 315,290 407,968
Property and equipment, net 142,608 170,234
Other intangible assets, net 417,270 605,097
Goodwill, net 1,093,180 1,424,630
Other investments 29,958 45,993
Other non-current assets 67,881 78,085
----------------- ---------------
$ 2,066,187 $ 2,732,007
================= ===============
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable $ 101,462 $ 135,502
Accrued interest payable 39,100 33,568
Accrued expenses and other 221,873 243,266
Deferred revenues 202,378 207,626
Current maturities of long-term debt 7,882 8,265
----------------- ---------------
Total current liabilities 572,695 628,227
----------------- ---------------
Long-term debt 1,858,104 1,945,631
----------------- ---------------
Deferred revenues 41,904 49,016
----------------- ---------------
Deferred income taxes 45,500 -
----------------- ---------------
Other non-current liabilities 21,751 26,768
----------------- ---------------
Exchangeable preferred stock 490,142 562,957
----------------- ---------------
Shareholders' deficiency:
Series J convertible preferred stock (1,130,981 shares and
1,031,248 shares issued and outstanding at September 30,
2002 and December 31, 2001, respectively) 140,933 122,015
Common stock ($.01 par value, 350,000,000 shares and
300,000,000 shares authorized at September 30, 2002 and
December 31, 2001, respectively, and 266,225,987 shares
and 250,894,668 shares issued at September 30, 2002
and December 31, 2001, respectively) 2,662 2,509
Additional paid-in capital (including warrants and options
of $32,680 and $25,799 at September 30, 2002 and
December 31, 2001, respectively) 2,333,551 2,258,932
Accumulated deficit (3,356,616) (2,772,201)
Accumulated other comprehensive loss (99) (2,122)
Unearned compensation (6,497) (11,882)
Common stock in treasury, at cost (7,793,175 shares
at September 30, 2002 and December 31, 2001) (77,843) (77,843)
----------------- ---------------
Total shareholders' deficiency (963,909) (480,592)
----------------- ---------------
$ 2,066,187 $ 2,732,007
================= ===============
See notes to condensed consolidated financial statements (unaudited).
3
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
Nine Months Ended
September 30,
2002 2001
----------------- ----------------
(dollars in thousands, except per share amounts)
Sales, net $ 1,219,817 $ 1,214,039
Operating costs and expenses:
Cost of goods sold 286,756 309,609
Marketing and selling 248,535 300,593
Distribution, circulation and fulfillment 222,114 188,863
Editorial 111,264 111,958
Other general expenses 168,725 177,271
Corporate administrative expenses (excluding $10,612 and $60,167
of non-cash compensation and non-recurring charges in 2002
and 2001, respectively) 23,718 24,339
Depreciation of property and equipment (including $2,235 of
provision for impairments during the third quarter of 2002) 49,622 46,123
Amortization of intangible assets, goodwill and other
(including $19,608 and $47,458 of provision for impairments
in 2002 and 2001, respectively) 72,099 239,943
Non-cash compensation and non-recurring charges 10,612 60,167
Provision for severance, closures and restructuring related costs 27,250 28,135
(Gain) loss on sales of businesses and other, net 1,841 (432)
----------------- ----------------
Operating loss (2,719) (272,530)
Other income (expense):
Provision for the impairment of investments (15,698) (88,492)
Interest expense (107,130) (106,382)
Amortization of deferred financing costs (2,608) (10,007)
Other, net (277) (28,532)
----------------- ----------------
Loss from continuing operations before income taxes (128,432) (505,943)
Deferred provision for income taxes (45,500) -
----------------- ----------------
Loss from continuing operations (173,932) (505,943)
Discontinued operations (including $38,210 gain on sales of divested
entities in 2002) 35,906 2,586
Cumulative effect of a change in accounting principle (from the
adoption of Statement of Financial Accounting Standards
No. 142) (388,508) -
----------------- ----------------
Net loss (526,534) (503,357)
Preferred stock dividends and related accretion, net (including
$31,001 gain on exchange of exchangeable preferred stock
in 2002) (33,145) (42,295)
----------------- ----------------
Loss applicable to common shareholders $ (559,679) $ (545,652)
================= ================
Per Common Share:
Loss from continuing operations $ (0.82) $ (2.63)
Discontinued operations 0.14 0.01
Cumulative effect of a change in accounting principle (1.54) -
----------------- ----------------
Basic and diluted loss applicable to common shareholders $ (2.22) $ (2.62)
================= ================
Basic and diluted common shares outstanding 252,220,023 208,061,160
================= ================
See notes to condensed consolidated financial statements (unaudited).
4
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
Three Months Ended
September 30,
2002 2001
----------------- ----------------
(dollars in thousands, except per share amounts)
Sales, net $ 399,960 $ 396,605
Operating costs and expenses:
Cost of goods sold 90,343 106,552
Marketing and selling 76,450 94,605
Distribution, circulation and fulfillment 74,600 66,001
Editorial 35,560 37,506
Other general expenses 50,563 57,365
Corporate administrative expenses (excluding $2,866 and $47,440
of non-cash compensation and non-recurring charges in 2002
and 2001, respectively) 7,266 8,249
Depreciation of property and equipment (including $2,235 of provision
for impairments in 2002) 17,439 15,655
Amortization of intangible assets, goodwill and other (including
$14,764 and $47,458 of provision for impairments in 2002 and 2001,
respectively) 31,493 124,028
Non-cash compensation and non-recurring charges 2,866 47,440
Provision for severance, closures and restructuring related costs 2,158 15,633
(Gain) loss on sales of businesses and other, net (290) 71
----------------- ----------------
Operating income (loss) 11,512 (176,500)
Other income (expense):
Provision for the impairment of investments (8,140) (57,684)
Interest expense (35,265) (39,542)
Amortization of deferred financing costs (885) (944)
Other, net 1,391 (1,210)
----------------- ----------------
Loss from continuing operations before income taxes (31,387) (275,880)
Non-cash deferred benefit for income taxes 19,000 -
----------------- ----------------
Loss from continuing operations (12,387) (275,880)
Discontinued operations (including $27,631 gain on sales of divested
entities in 2002) 26,755 (1,989)
----------------- ----------------
Net income (loss) 14,368 (277,869)
Preferred stock dividends and related accretion, net (including $2,700
gain on exchange of exchangeable preferred stock in 2002) (17,195) (14,948)
----------------- ----------------
Loss applicable to common shareholders $ (2,827) $ (292,817)
================= ================
Per Common Share:
Loss from continuing operations $ (0.11) $ (1.28)
Discontinued operations 0.10 (0.01)
----------------- ----------------
Basic and diluted loss applicable to common shareholders $ (0.01) $ (1.29)
================= ================
Basic and diluted common shares outstanding 257,961,560 227,640,526
================= ================
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,
2002 2001
------------- ------------
(dollars in thousands)
OPERATING ACTIVITIES:
Net loss $ (526,534) $ (503,357)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities 541,183 400,090
Changes in operating assets and liabilities (2,220) (44,263)
------------- ------------
Net cash provided by (used in) operating activities 12,429 (147,530)
------------- ------------
INVESTING ACTIVITIES:
Additions to property, equipment and other, net (27,404) (39,139)
Proceeds from sales of businesses and other, net 129,431 6,731
Payments for businesses acquired, net of cash acquired (3,470) (432,035)
Payments for other investments (3,352) (15,248)
------------- ------------
Net cash provided by (used in) investing activities 95,205 (479,691)
------------- ------------
FINANCING ACTIVITIES:
Borrowings under credit agreements 304,765 1,384,700
Repayments of borrowings under credit agreements (367,890) (1,450,700)
Proceeds from issuance of 87/8% Senior Notes, net - 492,685
Payments of acquisition obligation - (8,833)
Proceeds from issuances of common stock, net 1,533 130,100
Proceeds from issuance of Series J Convertible Preferred Stock and
related warrant - 125,000
Payments for repurchases of senior notes (19,141) -
Dividends paid to preferred stock shareholders (38,279) (39,795)
Deferred financing costs paid (108) (16,790)
Other (3,335) (2,328)
------------- ------------
Net cash provided by (used in) financing activities (122,455) 614,039
------------- ------------
Decrease in cash and cash equivalents (14,821) (13,182)
Cash and cash equivalents, beginning of period 33,588 23,690
------------- ------------
Cash and cash equivalents, end of period $ 18,767 $ 10,508
============= ============
Supplemental information:
Cash interest paid $ 95,184 $ 82,360
============= ============
Tax refunds received, net of payments $ 184 $ 601
============= ============
Businesses acquired:
Fair value of assets acquired $ - $ 1,478,287
Less: Liabilities assumed (3,470) 236,213
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
------------- ------------
Payments for businesses acquired, net of cash acquired $ 3,470 $ 432,035
============= ============
Non-cash activities:
Issuance of warrants in connection with Emap acquisition and
related financing $ 5,891 $ 15,622
============= ============
Issuance of options to a related party in connection with services
received $ 990 $ -
============= ============
Accretion in carrying value of exchangeable and convertible
preferred stock $ 7,510 $ 2,500
============= ============
Payments of dividends-in-kind on Series J Convertible Preferred
Stock $ 12,466 $ -
============= ============
Carrying value of exchangeable preferred stock converted
to common stock $ 73,873 $ -
============= ============
Fair value of common stock issued in connection with conversion of
exchangeable preferred stock $ 42,872 $ -
============= ============
Asset-for-equity investments $ 2,690 $ 27,523
============= ============
See notes to condensed consolidated financial statements (unaudited).
6
PRIMEDIA INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1. BASIS OF PRESENTATION
PRIMEDIA Inc., together with its subsidiaries, is herein referred to as either
"PRIMEDIA" or the "Company." In the opinion of the Company's management, the
financial statements present fairly the financial position, results of
operations and cash flows of the Company as of and for the nine and three month
periods ended September 30, 2002 and 2001 and all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. All significant intercompany accounts and transactions have been
eliminated in consolidation. These statements should be read in conjunction with
the Company's annual consolidated financial statements and related notes for the
year ended December 31, 2001, which are included in the Company's annual report
on Form 10-K for the year ended December 31, 2001. The operating results for the
nine and three month periods ended September 30, 2002 are not necessarily
indicative of the results that may be expected for a full year. Certain amounts
in the prior periods' consolidated financial statements have been reclassified
to conform to the presentation as of and for the nine and three month periods
ended September 30, 2002.
RECENT ACCOUNTING PRONOUNCEMENTS:
In April 2001, the Emerging Issues Task Force ("EITF") issued Consensus No.
00-25 "Vendor Income Statement Characterization of Consideration Paid to a
Reseller of the Vendor's Products," which addresses whether consideration from a
vendor to a reseller of the vendor's products is an adjustment to the selling
price or the cost of the product. This issue was further addressed by EITF
Consensus No. 01-9, "Accounting for Consideration Given by a Vendor to a
Customer (Including a Reseller of the Vendor's Products)," issued in September
2001. The Company adopted EITF 00-25 and EITF 01-9 effective January 1, 2002.
The adoption of EITF 00-25 and EITF 01-9 resulted in a net reclassification of
product placement costs, relating to single copy sales, previously classified as
distribution, circulation and fulfillment expense on the accompanying condensed
statements of consolidated operations, to reductions of sales from such
activities. The change in classifications is industry-wide and had no impact on
the Company's results of operations, cash flows or financial position. The
reclassification resulted in a net decrease in sales and a corresponding
decrease in operating expenses of $15,503 and $5,833 for the nine and three
months ended September 30, 2001, respectively.
In July 2001, the Financial Accounting Standards Board ("FASB") issued two new
statements, Statement of Financial Accounting Standards ("SFAS") No.141,
"Business Combinations," and SFAS No.142, "Goodwill and Other Intangible
Assets". SFAS No. 141 requires that the purchase method be used for all business
combinations initiated after June 30, 2001 and prohibits the use of the pooling
of interest method. SFAS No.142 changes the method by which companies may
recognize intangible assets in purchase business combinations and generally
requires identifiable intangible assets to be recognized separately from
goodwill. In addition, it eliminates the amortization of all existing and newly
acquired goodwill and indefinite lived intangible assets on a prospective basis
and requires companies to assess goodwill and indefinite lived intangible assets
for impairment, at least annually.
During 2001, the Company adopted SFAS 141 and certain provisions of SFAS 142 in
connection with the EMAP Inc. ("EMAP") acquisition as required by the
statements. The goodwill and indefinite lived intangible assets related to the
acquisition of EMAP have not and will not be amortized. The other identifiable
intangible assets are being amortized over a five to ten year useful life.
On January 1, 2002, the Company adopted SFAS 142 for all remaining goodwill and
indefinite lived intangible assets. Upon adoption, the Company ceased the
amortization of goodwill and indefinite lived intangible assets, which consist
primarily of trademarks. All of the Company's other intangible assets are
subject to amortization (See Note 7).
7
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations". The standard requires entities to record the fair value of a
liability for an asset retirement obligation in the period in which it is
incurred. When the liability is initially recorded, the entity capitalizes a
cost by increasing the carrying amount of the related long-lived asset. Over
time, the liability is accreted to its present value each period, and the
capitalized cost is depreciated over the useful life of the related asset. Upon
settlement of the liability, an entity either settles the obligation for its
recorded amount or incurs a gain or loss upon settlement. The standard is
effective for the Company beginning January 1, 2003. The adoption of SFAS 143 is
not expected to have a material impact on the Company's results of operations or
financial position.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which superseded SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of". This statement also supersedes accounting and reporting provisions of
Accounting Principles Board ("APB") Opinion 30, "Reporting the Results of
Operations--Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions,"
relating to the disposal of a segment of a business. SFAS No. 121 did not
address the accounting for business segments accounted for as discontinued
operations under APB Opinion 30 and therefore two accounting models existed for
long-lived assets to be disposed of. SFAS No. 144 established one accounting
model for long-lived assets to be held and used, long-lived assets (including
those accounted for as a discontinued operation) to be disposed of by sale and
long-lived assets to be disposed of other than by sale, and resolved certain
implementation issues related to SFAS No. 121. The Company adopted SFAS No. 144
on January 1, 2002, and as a result, the results of the Modern Bride Group which
consists of MODERN BRIDE plus 16 regional bridal magazines, ExitInfo, CHICAGO,
HORTICULTURE and DOLL READER were recorded as discontinued operations for the
periods prior to their respective divestiture dates. Discontinued operations
includes sales of $28,590 and $61,364 and income of $35,906 (including a gain on
sale of $38,210) and $2,586 for the nine months ended September 30, 2002 and
2001, respectively, and sales of $4,675 and $16,185 and income (loss) of $26,755
(including a gain on sale of $27,631) and $(1,989) for the three months ended
September 30, 2002 and 2001, respectively. The discontinued operations include
expenses related to certain centralized functions that are shared by multiple
titles, such as production, circulation, advertising, human resource and
information technology costs but exclude general overhead costs. These costs
were allocated to the discontinued entities based upon relative revenues for the
related periods. The allocation methodology is consistent with that used across
the Company. These allocations amounted to $865 and $2,322 for the nine months
ended September 30, 2002 and 2001, respectively, and $100 and $775 for the three
months ended September 30, 2002 and 2001, respectively. No tax provision was
associated with the discontinued operations.
As a result of the adoption of EITF 00-25, EITF 01-9 and SFAS 144, the Company
reclassified amounts from sales, net for the nine and three months ended
September 30, 2001, as follows:
Nine Months Ended Three Months Ended
September 30, 2001 September 30, 2001
------------------ ------------------
Sales, net (as originally reported) $ 1,290,906 $ 418,623
Less: Effect of SFAS 144 61,364 16,185
Effect of EITF 00-25 and 01-9 15,503 5,833
------------------ ------------------
Sales, net (as reclassified) $ 1,214,039 $ 396,605
================== ==================
In April 2002, the FASB issued SFAS. 145, "Rescission of FASB Statements Nos. 4,
44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections." For
most companies, SFAS 145 will require gains and losses on
8
extinguishments of debt to be classified within income or loss from continuing
operations rather than as extraordinary items as previously required under SFAS
4, "Reporting Gains and Losses from Extinguishment of Debt an amendment of APB
Opinion No. 30." Extraordinary treatment will be required for certain
extinguishments as provided under APB Opinion No. 30. The Company has early
adopted SFAS 145 in accordance with the provisions of the statement.
Accordingly, during the three months ended September 30, 2002, the Company
recorded a gain in other expense of $3,093 related to the repurchase and
retirement of $22,325 of the Company's notes at a discount (see Note 8).
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 will supersede EITF Consensus
No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)". SFAS No. 146 will affect the timing of the recognition of costs
associated with an exit or disposal plan by requiring them to be recognized when
incurred rather than at the date of a commitment to exit or disposal plan and
will affect the classification of restructuring costs on the consolidated
statements of operations. SFAS No. 146 is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002.
BARTER TRANSACTIONS
The Company trades advertisements in its traditional and online properties in
exchange for advertising in properties of other companies and trade show space
and booths. Revenue and related expenses from barter transactions are recorded
at fair value in accordance with EITF No. 99-17, "Accounting for Advertising
Barter Transactions." Revenue from barter transactions is recognized in
accordance with the Company's revenue recognition policies. Expense from barter
transactions is recognized as incurred. Revenue from barter transactions was
approximately $12,000 and $35,000 for the nine months ended September 30, 2002
and 2001, respectively, and approximately $3,000 and $9,000 for the three months
ended September 30, 2002 and 2001, respectively, with equal related expense
amounts in each nine and three month period.
2. ACQUISITIONS AND OTHER INVESTMENTS
ACQUISITIONS
In 2001, the Company acquired the stock of About.com, Inc. ("About"), a platform
comprised of a network of more than 400 highly targeted topic-specific websites
and the stock of EMAP from EMAP America Partners. EMAP 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 acquisitions have been accounted for by the purchase method. The
condensed consolidated financial statements include the operating results of the
acquisitions subsequent to their respective dates of acquisition. In addition,
the Company completed several other smaller acquisitions. The other
acquisitions, if they had occurred on January 1 of the year prior to acquisition
would not have had a material impact on the results of operations. The pro forma
effect of the About and EMAP acquisitions on the Company's operations is
presented below.
ABOUT
On February 28, 2001, the Company completed its merger with About. This merger
created an integrated traditional and new media company, providing an array of
potential marketing solutions to advertisers and niche content to users. Through
the efforts of knowledgeable human guides who manage the About sites, the sites
provide high-quality original articles, moderated forums and chat rooms and
links to related websites.
Under terms of the merger agreement, shareholders of About received
approximately 45,000,000 shares of the Company's common stock or 2.3409 shares
for each About share. An independent appraisal was completed during 2001 and was
used to allocate the purchase price to the fair value of assets acquired and
liabilities assumed including identifiable intangibles. The
9
goodwill related to the About merger was amortized during 2001 over an estimated
useful life of three years. The Company believed that a three-year life was
responsive to the rapid rate of change in the Internet industry and was
consistent with other recent mergers of a comparable nature. Other finite lived
identifiable intangible assets are being amortized over a period of three years.
The Company determined that the value of its shares of common stock issued was
$11.81 per share, based on the weighted-average market values for the two days
prior and two days succeeding the acquisition announcement date. The fair value
of the vested and unvested options issued was determined using a Black Scholes
pricing model. The following is a summary of the calculation of the purchase
price, as well as the allocation of purchase price to the fair value of net
assets acquired:
Total number of shares of PRIMEDIA common stock
issued to consummate the merger 44,951,034
Fair value per share of PRIMEDIA common stock $ 11.81
-----------------
Value of shares of PRIMEDIA common stock issued $ 530,872
Fair value of replacement options issued (13,383,579
options) 102,404
Less: Unearned compensation related to unvested options (7,592)
Cost of About shares acquired prior to the merger
converted to treasury stock 74,865
Direct merger costs 16,792
-----------------
Total purchase price 717,341
Less: Fair value of net tangible assets (including cash
acquired of $109,490) (175,050)
Less: Fair value of identifiable intangible assets (24,743)
-----------------
Goodwill $ 517,548
=================
In connection with the merger with About, outstanding options to purchase shares
of About common stock held by certain individuals were converted into 13,383,579
options to purchase shares of PRIMEDIA common stock. The fair value of the
vested and unvested options issued by PRIMEDIA was $102,404 determined using a
Black Scholes pricing model. On February 28, 2001, the date that the Company
granted these unvested replacement options, the intrinsic value of the
"in-the-money" unvested replacement options was $19,741. Based on a four-year
service period from the original date that these options were granted, the
Company classified $7,592 as unearned compensation relating to unvested options.
The Company recorded charges related to the amortization of the intrinsic value
of unvested "in-the-money" options of $2,144 and $2,352 during the nine months
ended September 30, 2002 and 2001, respectively, and $631 and $1,008 during the
three
10
months ended September 30, 2002 and 2001, respectively (see Note 11). The
remaining $12,149 is included within the total purchase price. As of September
30, 2002, a number of these options have been forfeited or expired unexercised.
Most of these remaining outstanding options have an exercise price, which
exceeded the Company's share price on September 30, 2002.
In the fourth quarter of 2001, concurrent with its annual financial review
process, the Company determined that the estimated future undiscounted cash
flows of About were not sufficient to recover the carrying value of the
goodwill. Accordingly, the Company recorded an impairment charge of $326,297 to
write down About's goodwill to the estimated fair value.
In connection with the acquisition, the Company entered into various agreements
with two key executives of About as discussed in Note 11.
EMAP
On August 24, 2001, the Company acquired, by merger, 100% of the outstanding
common stock of the publishing business of EMAP. The strategic acquisition of
EMAP has strengthened the Company's unique mix of category specific endemic
advertising as well as circulation revenue. This acquisition solidified PRIMEDIA
as the leader in the specialty magazine industry in terms of revenue and single
copy sales. The total consideration was $525,000, comprised of $515,000 in cash,
including an estimate of working capital settlements of $10,000 (which is
subject to final settlement), and warrants to acquire 2,000,000 shares of the
Company's common stock at $9 per share. The fair value of the warrants was
approximately $10,000 and was determined using a Black Scholes pricing model.
These warrants expire ten years from the date of issuance.
The Company financed the acquisition of EMAP by (1) issuing 1,000,000 shares of
Series J Convertible Preferred Stock to KKR 1996 Fund (a partnership associated
with Kohlberg Kravis Roberts & Co. L.P., ("KKR") a related party of the Company)
for $125,000 and (2) drawing upon its revolving credit facility in an amount of
approximately $265,000. In addition, KKR 1996 Fund purchased from the Company
$125,000 of common stock and Series K Convertible Preferred Stock, both at a
price per share equal to $4.70. This resulted in an additional 10,800,000 shares
of common stock and 15,795,745 shares of Series K Convertible Preferred Stock.
On September 27, 2001, all of the issued and outstanding shares of the Series K
Convertible Preferred Stock were, in accordance with their terms, converted into
15,795,745 shares of the Company's common stock.
The Series J Convertible Preferred Stock is convertible at the option of the
holder after one year from the date of issuance, into approximately 17,900,000
shares of the Company's common stock at a conversion price of $7 per share,
subject to adjustment. Dividends on the Series J Convertible Preferred Stock
accrue at an annual rate of 12.5% and are payable quarterly in-kind. The Company
paid dividends-in-kind (99,733 shares of Series J Convertible Preferred Stock)
valued at $12,466 during the nine months ended September 30, 2002 and (34,272
shares of Series J Convertible Preferred Stock) valued at $4,284 during the
three months ended September 30, 2002. The Company has the option to redeem any
or all of the shares of the Series J Convertible Preferred Stock at any time for
cash at 100% of the liquidation preference of each share being redeemed. On any
dividend payment date, the Company has the option to exchange the Series J
Convertible Preferred Stock into 12.5% Class J Subordinated Notes. The Company's
ability to redeem or exchange the Series J Convertible Preferred Stock into debt
is subject to the approval of a majority of the independent directors.
In connection with the equity financing by KKR 1996 Fund, the Company paid KKR
1996 Fund a commitment fee consisting of warrants to purchase 1,250,000 shares
of common stock ("commitment warrants") of the Company at an exercise price of
$7 per share, subject to adjustment, and a funding fee consisting of warrants to
purchase an additional 2,620,000 shares of the Company's common stock ("funding
warrants") at an exercise price of $7 per share, subject to adjustment. These
warrants may be exercised after the first anniversary of the grant date and
expire on August 24, 2011 or upon a change in control, as defined. In addition,
the Company was required to issue to KKR 1996 Fund additional warrants to
purchase up to 4,000,000 shares of the Company's common stock at an exercise
price of $7 per share, subject to adjustment. The issuance of the additional
4,000,000 warrants was contingent upon the length of time that the Series J
11
Convertible Preferred Stock was outstanding. As the Series J Convertible
Preferred Stock was outstanding for three, six, nine and twelve months from the
date of issuance, KKR 1996 Fund received the additional warrants to purchase
250,000, 1 million, 1.25 million and 1.5 million shares of common stock,
respectively. The Company ascribed a value of $498, $2,160, $1,988 and $1,743
respectively, to these warrants using the Black Scholes pricing model. These
warrants expire ten years from the date of issuance or upon a change in control.
The 1,250,000 commitment warrants issued to KKR 1996 Fund represent a commitment
fee related to the financing transaction as a whole. The Company valued these
warrants at $5,622 using the Black Scholes pricing model and recorded them as a
component of additional paid-in capital.
The Company attributed the 2,620,000 funding warrants to the issuance of the
Series J Convertible Preferred Stock. The Company valued these warrants at
$9,679 using the Black Scholes pricing model and has accordingly reduced the
face value of the Series J Convertible Preferred Stock. The Company accreted the
difference between the carrying value and the redemption value of the Series J
Convertible Preferred Stock to additional paid in capital using the effective
interest method over a one year period as the earliest date at which the
preferred stock was convertible was one year from the date of issuance. The
accretion was deducted in the calculation of loss applicable to common
shareholders.
During the second quarter of 2002, the Company elected to account for the EMAP
acquisition as an asset acquisition for income tax purposes. During the third
quarter of 2002, the independent valuation of EMAP's intangible assets and other
aspects of the purchase cost allocations for the EMAP acquisition were
finalized. The completion of the independent valuation report associated with
the EMAP acquisition resulted in a reclassification of $37,832 from other
intangible assets to goodwill on the accompanying condensed consolidated balance
sheet at September 30, 2002.
The following is a summary of the calculation of the purchase price, as
described above, as well as the allocation of the purchase price to the fair
value of the net assets acquired:
Purchase consideration (including working capital and
other settlements) $ 525,000
Direct Acquisition Costs 6,565
--------------
Total purchase price 531,565
Add: Fair value of net tangible liabilities of EMAP 40,235
Less: Fair value of identifiable intangible assets 121,300
--------------
Goodwill $ 450,500
==============
The Company's condensed consolidated results of operations includes results of
operations of About and EMAP from their respective dates of acquisition. The
results of About and EMAP are included in the Company's consumer segment. The
unaudited pro forma information below presents the consolidated results of
operations as if the About and EMAP acquisitions had occurred as of January 1,
2001. In accordance with SFAS No. 142, these pro forma adjustments assume that
none of the goodwill associated with the EMAP acquisition is amortized. If the
Company had recorded amortization of the goodwill and indefinite lived
intangible assets in connection with the EMAP acquisition in accordance with the
Company's historical amortization policies, assuming the acquisition occurred on
January 1, 2001, amortization expense would have increased by approximately
$10,200 and $3,400 during the nine months and three months ended September 30,
2001, respectively. The unaudited pro forma information has been included for
comparative purposes and is not indicative of the results of operations
12
of the consolidated Company had the transactions occurred as of January 1, 2001,
nor is it necessarily indicative of future results.
Nine Months Three Months
Ended Ended
September 30, September 30,
2001 2001
------------------- -------------------
Sales, net $ 1,487,675 $ 470,299
Loss from continuing operations applicable to common
Shareholders $ (651,712) $ (289,056)
Loss applicable to common shareholders $ (649,126) $ (291,045)
Basic and diluted loss from continuing operations applicable to
common shareholders per common share $ (2.69) $ (1.17)
Basic and diluted loss applicable to common shareholders
per common share $ (2.68) $ (1.18)
Weighted average shares used in basic and diluted loss
applicable to common shareholders per common share 242,552,948 246,233,030
Payments for businesses acquired on the accompanying condensed statement of
consolidated cash flows for the nine months ended September 30, 2002, primarily
represents payment for certain deferred purchase price liabilities associated
with prior year acquisitions.
OTHER INVESTMENTS
Other investments consist of the following:
September 30, December 31,
2002 2001
----------------- -----------------
Cost method investments $ 24,650 $ 40,189
Equity method investments 5,308 5,804
----------------- -----------------
$ 29,958 $ 45,993
================= =================
The Company's cost method investments consist primarily of the PRIMEDIA
Ventures' investments and the assets-for -equity investments, detailed below.
PRIMEDIA's equity method investments represent PRIMEDIA's investment in certain
companies where PRIMEDIA has the ability to exercise significant influence over
the operations (including financial and operational policies).
13
PRIMEDIA VENTURES' INVESTMENTS
In 1998, the Company created PRIMEDIA Ventures, Inc. ("PRIMEDIA Ventures") to
invest in early-stage Internet companies and other technology opportunities such
as e-commerce services, enterprise software applications and advertising-related
technologies.
The Company recorded provisions for impairment of various PRIMEDIA Ventures'
investments of $3,759 and $1,109 as a component of provision for the impairment
of investments on the accompanying condensed statements of consolidated
operations for the nine and three months ended September 30, 2002, respectively.
In addition, the Company recorded provisions for impairment of various PRIMEDIA
Ventures' investments of $3,500 as a component of provision for the impairment
of investments on the accompanying condensed statements of consolidated
operations for the nine months ended September 30, 2001.
The Company sold certain PRIMEDIA Ventures investments, received proceeds of
$323 and realized a gain on the sales of $28 for the nine months ended September
30, 2002.
The Company recorded unrealized losses of $693 and $1,895 for the nine and three
months ended September 30, 2001, respectively, related to investments in
marketable securities. The unrealized losses are recorded as a component of
other comprehensive income (loss) ("OCI") within shareholders' deficiency (See
Note 13).
Since inception, proceeds from the sales of certain PRIMEDIA Ventures
investments as well as related distributions have exceeded amounts invested.
INVESTMENT IN CMGI, INC.
In May 2000, the Company acquired 1,530,000 shares of common stock of CMGI, Inc.
in exchange for 8,000,000 shares of the Company's common stock (par value $.01)
subject to a one year lockup. The transaction was valued at $164,000, which
represents the fair value of the Company's common stock exchanged on the
exchange date. For the nine and three months ended September 30, 2001, the
Company recorded realized losses of $7,029 and $3,060, respectively, related to
its investment in CMGI, Inc. as the decline in the market value of the
investment was deemed to be other than temporary. In October 2001, the Company
sold its investment in CMGI for total proceeds and gain on sale of $2,149 and
$619, respectively.
INVESTMENT IN LIBERTY DIGITAL, INC.
In April 2000, the Company completed its purchase of 625,000 shares of Liberty
Digital Series A common stock at forty dollars per share for an aggregate
purchase price of $25,000. For the nine and three months ended September 30,
2001, the Company recorded a realized loss of $658 related to its investment in
Liberty Digital as the decline in the market value of the investment was deemed
to be other than temporary. During the fourth quarter of 2001, the Company sold
its investment in Liberty Digital for total proceeds and loss on sale of $1,838
and $668, respectively.
ASSETS-FOR-EQUITY TRANSACTIONS
During 2000, the Company began making strategic investments in companies
("Investees") which included various assets-for-equity transactions. Under these
transactions, the Company provides promotional services, such as print
advertising, content licensing, customer lists, online advertising and other
services in exchange for equity in these entities. Additionally, the Company
made cash investments in certain of these Investees. The Company's investments
in Investees, included in other investments on the accompanying condensed
consolidated balance sheets, totaled $19,578 ($16,703 representing cost method
investments and, $2,875 representing equity method investments) and $32,753
($27,313 representing cost method investments and $5,440 representing equity
method investments) at September 30,
14
2002 and December 31, 2001, respectively. At September 30, 2002 and December 31,
2001, respectively, $8,159 and $12,696 relating to these agreements is included
as deferred revenues on the accompanying condensed consolidated balance sheets.
This deferred revenue represents advertising, content licensing and other
services to be rendered by the Company in exchange for the equity in these
entities. The Company recognizes these amounts as revenue in accordance with the
Company's revenue recognition policies. The Company recorded revenue from these
agreements of $5,590 and $50,561 for the nine months ended September 30, 2002
and 2001, respectively, and $1,059 and $3,699 for the three months ended
September 30, 2002 and 2001, respectively.
These transactions are recorded at the fair value of the equity securities
received, which are typically based on cash consideration for like securities.
For significant transactions involving equity securities in private companies,
the Company obtains and considers independent third-party valuations where
appropriate. Such valuations use a variety of methodologies to estimate fair
value, including comparing the security with the securities of publicly traded
companies in similar lines of business, comparing the nature of security, price,
and related terms of investors in the same round of financing, applying price
multiples to estimated future operating results for the private company, and
then also estimating discounted cash flows for that company. Using these
valuations and other information available to the Company, such as the Company's
knowledge of the industry and knowledge of specific information about the
Investee, the Company determines the estimated fair value of the securities
received. As required by EITF No. 00-8, "Accounting by a Grantee for an Equity
Instrument to Be Received in Conjunction with Providing Goods and Services," the
fair value of the equity securities received is determined as of the earlier of
the date a performance commitment is reached or the vesting date.
The Company continually evaluates all of its investments for potential
impairment in accordance with APB No. 18, "The Equity Method of Accounting for
Investments in Common Stock". If an investment is deemed to be permanently
impaired, its carrying value will be reduced to fair market value. The Company
recorded a provision for impairment of its investments in certain Investees of
$11,939 and $7,031 for the nine and three months ended September 30, 2002,
respectively, as the decline in value of the investments was deemed to be other
than temporary. During the nine and three months ended September 30, 2001, the
Company recorded a provision for impairment of its investments in certain
Investees of $72,671 and $53,967, respectively, as the decline in value of the
investments was deemed to be other than temporary.
The Company recorded $3,272 and $30,717 of equity method losses from Investees
during the nine months ended September 30, 2002 and 2001, respectively, and $600
and $2,940 during the three months ended September 30, 2002 and 2001,
respectively. These equity method losses from Investees are included in other,
net on the accompanying condensed statements of consolidated operations. The
Company recognized $690 and $7,200 of revenue related to the equity method
Investees during the nine months ended September 30, 2002 and 2001,
respectively, and $25 and $1,100 during the three months ended September 30,
2002 and 2001, respectively.
INVESTMENTS IN ABOUT
During 2000, the Company entered into additional business arrangements with
About whereby the Company has provided or will provide approximately $89,000 of
advertising and promotional services, over a five-year period, as well as the
right to use a mailing list owned by the Company, in exchange for an aggregate
of 2,873,595 shares of common stock of About. The Company and About have also
entered into certain agreements pursuant to which the Company has agreed to
purchase advertising and promotional services on the About network. These
agreements provide for payments to About in the aggregate of $15,900. At the
merger completion date, these agreements became intercompany agreements, the
activity of which, subsequent to the merger completion date, has been and will
continue to be eliminated in consolidation. In accordance with the terms of
these agreements, the Company recorded revenue of approximately $21,000, and
expenses of approximately $3,500 during the three months ended March 31, 2001.
15
3. DIVESTITURES
On February 28, 2002, the Company completed the sale of the Modern Bride Group,
part of the Consumer segment, to Advance Magazine Publishers Inc. for total
consideration, including a service agreement, of approximately $52,000. Proceeds
from the sale were used to pay down the Company's outstanding debt. The related
gain on the sale of the Modern Bride Group approximates $6,200 and is included
as a component of discontinued operations on the accompanying condensed
statement of consolidated operations for the nine months ended September 30,
2002.
On June 28, 2002, the Company completed the sale of ExitInfo, part of the
Consumer segment, to Trader Publishing Company for $24,000 (of which, $1,500 is
in escrow). Proceeds from the sale were used to pay down the Company's
outstanding debt. The related gain on the sale of ExitInfo approximates $3,900
and is included as a component of discontinued operations on the accompanying
condensed statement of consolidated operations for the nine months ended
September 30, 2002.
On August 1, 2002, the Company completed the sale of CHICAGO, part of the
Consumer segment, to an affiliate of the CHICAGO Tribune Company for $35,000 in
cash. Proceeds from the sale were used to pay down the Company's outstanding
debt. The related gain on the sale of CHICAGO approximates $28,500 and is
included as a component of discontinued operations on the accompanying condensed
statement of consolidated operations for the nine and three months ended
September 30, 2002.
In addition, during the three months ended September 30, 2002, the Company
completed several other smaller divestitures, including the divestitures of
HORTICULTURE and DOLL READER, both part of the Consumer segment, for proceeds of
approximately $5,000. The results of the divestitures, including a related net
loss on sale of businesses of approximately $400 for the nine and three months
ended September 30, 2002, have been included as a component of discontinued
operations on the accompanying condensed statements of consolidated operations
for the nine and three months ended September 30, 2002 and 2001.
4. ACCOUNTS RECEIVABLE, NET
Accounts receivable consist of the following:
September 30, December 31,
2002 2001
----------------- ----------------
Accounts Receivable $ 258,042 $ 304,971
Less: Allowance for doubtful accounts 20,150 19,311
Allowance for returns and rebates 8,539 9,956
----------------- ----------------
$ 229,353 $ 275,704
================= ================
16
5. INVENTORIES, NET
Inventories consist of the following:
September 30, December 31,
2002 2001
----------------- ----------------
Finished goods $ 7,577 $ 7,346
Work in process 177 38
Raw materials 19,106 28,323
----------------- ----------------
26,860 35,707
Less: Allowance for obsolescence 2,515 1,643
----------------- ----------------
$ 24,345 $ 34,064
================= ================
6. OTHER NON-CURRENT ASSETS
Other non-current assets consist of the following:
September 30, December 31,
2002 2001
----------------- ----------------
Deferred financing costs, net $ 19,821 $ 22,324
Deferred wiring and installation costs, net 14,506 21,069
Direct-response advertising costs, net 15,399 15,630
Prepublication and programming costs, net 13,276 13,315
Other 4,879 5,747
----------------- ----------------
$ 67,881 $ 78,085
================= ================
The deferred financing costs are net of accumulated amortization of $11,263 and
$8,911 at September 30, 2002 and December 31, 2001, respectively. The deferred
wiring and installation costs are net of accumulated amortization of $62,728 and
$56,449 at September 30, 2002 and December 31, 2001, respectively.
Direct-response advertising costs are net of accumulated amortization of $
79,341 and $116,700 at September 30, 2002 and December 31, 2001, respectively.
Prepublication and programming costs are net of accumulated amortization of
$40,410 and $35,196 at September 30, 2002 and December 31, 2001, respectively.
7. GOODWILL, OTHER INTANGIBLE ASSETS AND OTHER
On January 1, 2002, the Company adopted SFAS 142, which requires an evaluation
of goodwill for impairment at the reporting unit level within six months of
mandatory adoption of this Standard, as well as subsequent annual evaluations
(more frequently if circumstances indicate a possible impairment). As required
by SFAS 142, the Company reviewed its indefinite lived intangible assets
(primarily trademarks) for impairment as of January 1, 2002 using a relief from
royalty valuation model and determined that certain indefinite lived intangible
assets were impaired. As a result, the Company recorded an impairment charge
within cumulative effect of a change in accounting principle of $21,535 ($0.08
per share) during the first quarter of 2002. The impairment of $21,535 referred
to above relates to the Consumer segment.
During the second quarter of 2002, the Company completed its assessment of
whether there was an indication that goodwill was impaired at any of its eight
identified reporting units (step one). Step one of the transitional impairment
test uses a fair value methodology, which differs from the undiscounted cash
flow methodology that continues to be used for intangible
17
assets with an identifiable life. Based on the results of step one of the
transitional impairment test, the Company identified two reporting units in the
Consumer segment and one reporting unit in the Business-to-Business segment for
which the carrying values exceeded the fair values at January 1, 2002,
indicating a potential impairment of goodwill in those individual reporting
units.
During the third quarter of 2002, the Company completed step two of the
transitional impairment test for the reporting units in which an indication of
goodwill impairment existed. The Company determined the implied fair value of
each of its reporting units, principally using a discounted cash flow analysis
and compared such values to the respective reporting unit's carrying amounts.
This evaluation indicated that goodwill associated with two reporting units in
the Consumer segment and one reporting unit in the Business-to-Business segment
were impaired as of January 1, 2002. As a result, the Company recorded an
impairment charge within cumulative effect of a change in accounting principle
of $329,659 ($1.31 per share) as of January 1, 2002 related to the impairment of
goodwill. In connection with step two of the SFAS 142 implementation as it
relates to goodwill, the Company reassessed its trademark valuation as of
January 1, 2002 and recorded an additional $37,314 ($0.15 per share) impairment
and has included such impairment in the cumulative effect of change in
accounting principle. Of the impairment of $37,314 referred to above, $23,703
relates to the Consumer segment and $13,611 relates to the Business-to-Business
segment. Previously issued financial statements as of March 31, 2002 and for the
three months then ended have been restated to reflect the cumulative effect of
this accounting change which totaled $388,508.
The Company's SFAS 142 evaluation, including the reassessment of its trademark
valuation, was performed by an independent valuation firm, utilizing reasonable
and supportable assumptions and projections and reflects management's best
estimate of projected future cash flows. The Company's discounted cash flow
evaluation used a range of discount rates that represented the Company's
weighted-average cost of capital and included an evaluation of other companies
in each reporting unit's industry. The assumptions utilized by the Company in
the evaluation are consistent with those utilized in the Company's annual
planning process. If the assumptions and estimates underlying this goodwill
impairment evaluation are not achieved, the ultimate amount of the goodwill
impairment could be adversely affected. Subsequent impairments, if any, will be
classified as an operating expense. Future impairment tests will be performed at
least annually in conjunction with the Company's annual budgeting and
forecasting process. The first of these subsequent impairment tests will be
performed in the fourth quarter of 2002 and the Company expects to record an
additional impairment charge.
Historically, the Company did not need a valuation allowance for the portion of
the net operating losses equal to the amount of tax-deductible goodwill and
trademark amortization expected to occur during the carryforward period of the
net operating losses based on the timing of the reversal of these taxable
temporary differences. As a result of the adoption of SFAS 142, the reversal
will not occur during the carryforward period of the net operating losses.
Therefore, the Company recorded a non-cash deferred income tax expense of
approximately $52,000 on January 1, 2002 and $16,500 and $4,000 during the nine
and three months ended September 30, 2002, respectively, each of which would not
have been required prior to the adoption of SFAS 142. The non-cash charge
recorded to increase the valuation allowance, was reduced by $23,000 during the
third quarter as a result of the impairment of goodwill and certain indefinite
lived intangible assets discussed above.
In addition, since amortization of tax-deductible goodwill and trademarks ceased
on January 1, 2002, the Company will have deferred tax liabilities that will
arise each quarter because the taxable temporary differences related to the
amortization of these assets will not reverse prior to the expiration period of
the Company's deductible temporary differences unless the related assets are
sold or an impairment of the assets is recorded. The Company expects that it
will record an additional $4,000 to increase the valuation allowance during the
remaining three months of 2002.
The independent valuation reports received in connection with step two of the
SFAS 142 impairment test completed during the third quarter indicated that the
carrying value of certain finite-lived assets might not be recoverable.
Accordingly, impairment testing under SFAS 144 was undertaken, resulting in an
impairment charge of $15,199 ($11,141 and $4,058 in the Consumer and
Business-to-Business segments, respectively). These charges are included in
depreciation of property and equipment ($2,235) and amortization of intangible
assets, goodwill and other ($12,964) in the accompanying condensed statements of
consolidated operations for the nine and three months ended September 30,
18
2002.
Changes in the carrying amount of goodwill for the nine months ended September
30, 2002, by operating segment, are as follows:
September 30, 2002
--------------------------------------------------------
Business-to-
Consumer Business
Segment Segment Total
---------------- ---------------- ----------------
Balance as of January 1, 2002 $ 1,052,041 $ 372,589 $ 1,424,630
Transitional impairment charge (174,076) (155,583) (329,659)
Finalization of purchase price allocations
(including reclassification of $37,832 from
other intangible assets) 44,226 (1,208) 43,018
Goodwill related to the sale of businesses (44,328) (481) (44,809)
---------------- ---------------- ----------------
Balance as of September 30, 2002
$ 877,863 $ 215,317 $ 1,093,180
================ ================ ================
A reconciliation of the reported net loss and loss per common share to the
amounts adjusted for the exclusion of amortization of goodwill and indefinite
lived intangible assets, the cumulative effect of a change in accounting
principle and the deferred provision for income taxes follows:
Nine Months Ended September 30,
2002 2001
---------------- ----------------
Reported loss applicable to common shareholders $ (559,679) $ (545,652)
Amortization of goodwill and indefinite lived
intangible assets -- 173,218
Cumulative effect of a change in accounting principle 388,508 --
Deferred provision for income taxes 45,500 --
---------------- ----------------
Adjusted loss applicable to common shareholders $ (125,671) $ (372,434)
================ ================
Per common share:
Reported loss applicable to common shareholders $ (2.22) $ (2.62)
Amortization of goodwill and indefinite lived
intangible assets -- 0.83
Cumulative effect of a change in accounting principle 1.54 --
Deferred provision for income taxes 0.18 --
---------------- ----------------
Adjusted loss applicable to common shareholders $ (0.50) $ (1.79)
================ ================
19
Three Months Ended September 30,
2002 2001
---------------- ----------------
Reported loss applicable to common shareholders $ (2,827) $ (292,817)
Amortization of goodwill and indefinite lived
intangible assets - 98,157
Deferred benefit for income taxes (19,000) -
---------------- ----------------
Adjusted loss applicable to common shareholders $ (21,827) $ (194,660)
================ ================
Per common share:
Reported loss applicable to common shareholders $ (0.01) $ (1.29)
Amortization of goodwill and indefinite lived
intangible assets - 0.43
Deferred benefit for income taxes (0.07) -
---------------- ----------------
Adjusted loss applicable to common shareholders $ (0.08) $ (0.86)
================ ================
20
Intangible assets subject to amortization after the adoption of SFAS
No. 142 consist of the following:
September 30, 2002 December 31, 2001
------------------------------------------ ------------------------------------------
Gross Gross
Range of Carrying Accumulated Carrying Accumulated
Lives Amount Amortization Net Amount Amortization Net
---------- ------------ ------------ ------------ ------------ ------------ ------------
Trademarks 3 $ 21,013 $ 11,090 $ 9,923 $ 21,013 $ 5,837 $ 15,176
Membership, subscriber and
customer lists 2-20 435,766 351,050 84,716 499,530 335,655 163,875
Non-compete agreements 1-10 207,254 191,878 15,376 213,585 180,697 32,888
Trademark license agreements 2-15 2,967 2,873 94 2,967 2,852 115
Copyrights 3-20 20,251 17,571 2,680 20,251 16,718 3,533
Databases 2-12 13,562 11,560 2,002 13,662 9,825 3,837
Advertiser lists .5-20 180,864 157,987 22,877 202,083 159,067 43,016
Distribution agreements 1-7 11,745 11,715 30 11,745 11,666 79
Other 1-5 10,659 10,643 16 10,880 10,727 153
------------ ------------ ------------ ------------ ------------ ------------
$ 904,081 $ 766,367 $ 137,714 $ 995,716 $ 733,044 $ 262,672
============ ============ ============ ============ ============ ============
Amortization expense for other intangible assets still subject to amortization
(excluding provision for impairment) was $44,142 for the nine months ended
September 30, 2002 and $13,875 for the three months ended September 30, 2002. At
September 30, 2002, estimated future amortization expense of other intangible
assets still subject to amortization is as follows: approximately $14,000 for
the remaining three months of 2002 and approximately $39,000, $23,000, $16,000,
$11,000 and $9,000 for 2003, 2004, 2005, 2006 and 2007, respectively.
Amortization expense (excluding provision for impairment), including
amortization of goodwill and trademarks, for the nine and three months ended
September 30, 2001 was $180,117 and $72,453, respectively, of which $47,626 and
$13,966 represents amortization of other intangible assets still subject to
amortization for the nine and three months ended September 30, 2001,
respectively. Intangible assets not subject to amortization had a total carrying
value of $279,556 and $342,425 at September 30, 2002 and December 31, 2001,
respectively, and consisted of trademarks. Amortization of deferred wiring costs
of $8,349 and $12,368 for the nine months ended September 30, 2002 and 2001,
respectively, and $2,854 and $4,117 for the three months ended September 30,
2002 and 2001, respectively, has also been included in amortization of
intangible assets, goodwill and other on the accompanying condensed statements
of consolidated operations.
During 2002, the Company changed the period over which certain deferred wiring
costs were being amortized. This change increased the amortization period by 9
months to coincide with the implementation of the technological upgrade
21
of a new video distribution platform and resulted in a decrease in amortization
expense of $4,527 ($.02 per share) and $1,577 ($.01 per share) for the nine and
three months ended September 30, 2002, respectively.
8. LONG-TERM DEBT
Long-term debt consists of the following:
September 30, December 31,
2002 2001
----------------- ----------------
Borrowings under credit facilities $ 720,750 $ 783,875
10 1/4% Senior Notes due 2004 85,175 100,000
8 1/2% Senior Notes due 2006 299,490 299,353
7 5/8% Senior Notes due 2008 248,154 249,011
8 7/8% Senior Notes due 2011 486,936 492,978
----------------- ----------------
1,840,505 1,925,217
Obligation under capital leases 25,481 28,679
----------------- ----------------
1,865,986 1,953,896
Less: Current maturities of long-term debt 7,882 8,265
----------------- ----------------
$ 1,858,104 $ 1,945,631
================= ================
On June 20, 2001, the Company completed a refinancing of its existing bank
credit facilities pursuant to new bank credit facilities with The Chase
Manhattan Bank, Bank of America, N.A., The Bank of New York, and The Bank of
Nova Scotia, as agents. The debt under the new credit agreement (as well as
certain of the Company's other equally and ratably secured indebtedness) is
secured by a pledge of the stock of PRIMEDIA Companies Inc., an intermediate
holding company, owned directly by the Company, which owns directly or
indirectly all shares of PRIMEDIA subsidiaries that guarantee such debt.
Substantially all proceeds from sales of businesses and other investments were
used to pay down borrowings under the credit agreement. Amounts under the bank
credit facilities may be reborrowed and used for general corporate and working
capital purposes as well as to finance certain future acquisitions. The bank
credit facilities consist of the following:
- a $475,000 revolving loan facility, of which $200,000 was outstanding at
September 30, 2002.
- a term loan A, of which $100,000 was outstanding at September 30, 2002; and
- a term loan B, of which $420,750 was outstanding at September 30, 2002.
With the exception of the term loan B, the amounts borrowed bear interest, at
the Company's option, at either the base rate plus an applicable margin ranging
from 0.125% to 1.5% or the Eurodollar Rate plus an applicable margin ranging
from 1.125% to 2.5%. The term loan B bears interest at the base rate plus 1.75%
or the Eurodollar rate plus 2.75%. At September 30, 2002, the weighted average
variable interest rate on all outstanding borrowings under the bank credit
facilities was 4.5%.
Under the bank credit facilities, the Company has agreed to pay commitment fees
at a per annum rate of either 0.375% or 0.5%, depending on its debt to EBITDA
ratio, as defined in the new credit agreement, on the daily average aggregate
unutilized commitment under the revolving loan commitment. During the first nine
months of 2002, the Company's commitment fees were paid at a weighted average
rate of 0.5%. The Company also has agreed to pay certain fees with respect to
the issuance of letters of credit and an annual administration fee.
22
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 2002, $4,250 in 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 or repurchases of the
Company's common stock in excess of $75,000 in any given year.
The bank credit facilities and senior notes of the Company contain certain
customary events of default which generally give the banks or the noteholders,
as applicable, the right to accelerate payments of outstanding debt. Under the
bank credit facilities, these events include:
- failure to maintain required covenant ratios, as described below;
- failure to make a payment of principal, interest or fees within five days
of its due date;
- default, beyond any applicable grace period, on any aggregate indebtedness
of PRIMEDIA exceeding $20,000;
- occurrence of certain insolvency proceedings with respect to PRIMEDIA or
any of its material subsidiaries;
- entry of one judgment or decree involving a liability of $15,000 or more
(or more than one involving an aggregate liability of $25,000 or more); and
- occurrence of certain events constituting a change of control of the
Company.
The events of default contained in PRIMEDIA's senior notes are similar to, but
generally less restrictive than, those contained in the Company's bank credit
facilities.
The Company does not anticipate the occurrence of any of these default events.
Upon the occurrence of such an event, the Company has the ability to cure or
renegotiate with its lenders.
Under the most restrictive debt covenants as defined in the Company's credit
agreement, the Company must maintain a minimum interest coverage ratio, as
defined, of 1.80 to 1 and a minimum fixed charge coverage ratio, as defined, of
1.05 to 1. The Company's maximum allowable debt leverage ratio, as defined, is
6.0 to 1. The maximum leverage ratio decreases to 5.75 to 1, 5.5 to 1, 5.0 to 1
and 4.5 to 1, respectively, on July 1, 2003, January 1, 2004, January 1, 2005
and January 1, 2006. The minimum interest coverage ratio increases to 2.0 to 1,
2.25 to 1 and 2.5 to 1, respectively, on July 1, 2003, January 1, 2004 and
January 1, 2005. The Company is in compliance with the financial and operating
covenants of its financing arrangements.
As of September 30, 2002, the Company had $720,750 borrowings outstanding,
approximately $19,500 letters of credit outstanding and unused bank commitments
of approximately $255,000 under the bank credit facilities.
As a result of the refinancing of the Company's existing bank credit facilities,
during the second quarter of 2001, the Company wrote-off the remaining balances
of deferred financing costs originally recorded approximating $7,250. This
write-off is included within amortization of deferred financing costs on the
accompanying condensed statement of consolidated operations for the nine months
ended September 30, 2001.
23
10 1/4% SENIOR NOTES. Interest is payable semi-annually in June and December at
an annual rate of 10 1/4%. The 10 1/4% Senior Notes mature on June 1, 2004, with
no sinking fund requirements. The 10 1/4% Senior Notes are redeemable at 100% in
2002 plus accrued and unpaid interest.
8 1/2% SENIOR NOTES. Interest is payable semi-annually in February and August at
an annual rate of 8 1/2%. The 8 1/2% Senior Notes mature on February 1, 2006,
with no sinking fund requirements. The 8 1/2% Senior Notes are redeemable in
whole or in part, at the option of the Company, at 100% in 2003 plus accrued and
unpaid interest.
7 5/8% SENIOR NOTES. Interest is payable semi-annually in April and October at
the annual rate of 7 5/8%. The 7 5/8% Senior Notes mature on April 1, 2008, with
no sinking fund requirements. The 7 5/8% Senior Notes may not be redeemed prior
to April 1, 2003 other than in connection with a change of control. Beginning on
April 1, 2003 and thereafter, the 7 5/8% Senior Notes are redeemable in whole or
in part, at the option of the Company, at prices ranging from 103.813% in 2003
with annual reductions to 100% in 2006 and thereafter, plus accrued and unpaid
interest.
8 7/8% SENIOR NOTES. In 2001, the Company completed an offering of $500,000 of
8 7/8% Senior Notes. Net proceeds from this offering of $492,685 were used to
repay borrowings under the revolving credit facilities. The 8 7/8% Senior Notes
mature on May 15, 2011, with no sinking fund requirements, and have interest
payable semi-annually in May and November at an annual rate of 8 7/8%. Beginning
in 2006, the 8 7/8% Senior Notes are redeemable at 104.438% with annual
reductions to 100% in 2009 plus accrued and unpaid interest.
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.
During the third quarter of 2002, the Board of Directors authorized the Company
to expend up to $20,000 for the purchase of its senior notes in private or
public transactions. On October 4, 2002, the Board of Directors increased the
authorization to an aggregate of $50,000. During the nine months ended September
30, 2002, the Company repurchased $14,825 of the 10 1/4% Senior Notes for
$13,397 plus accrued interest, $1,000 of the 7 5/8% Senior Notes for $763 plus
accrued interest and $6,500 of the 8 7/8% Senior Notes for $4,981 plus accrued
interest. The Senior Note purchases include fees associated with these
purchases.
The 10 1/4% Senior Notes, 8 1/2% Senior Notes, 7 5/8% Senior Notes, and the
8 7/8% Senior Notes (together referred to as the "Senior Notes"), and the credit
facility, all rank senior in right of payment to all subordinated indebtedness
of PRIMEDIA Inc. (a holding company). The Senior Notes are secured by a pledge
of stock of PRIMEDIA Companies Inc.
The Company is herewith providing detailed information and disclosure as to the
methodology used in determining compliance with the leverage test in the credit
agreements. The purpose for providing this information is to provide more
clarity as to the substantial amount of disclosure already provided. Under its
various credit and senior note agreements, the Company is allowed to designate
certain businesses as unrestricted subsidiaries to the extent that the value of
those businesses does not exceed the permitted amounts, as defined in these
agreements. The Company has designated certain of its businesses as unrestricted
(the "Unrestricted Group"), which primarily represent Internet businesses,
trademark and content licensing and service companies, new launches (including
traditional start-ups), other properties under evaluation for turnaround or
shutdown and foreign subsidiaries. Indebtedness under the bank credit facilities
and senior note agreements is guaranteed by each of the Company's domestic
restricted subsidiaries in accordance with the provisions and limitations of the
Company's credit and senior note agreements. The guarantees are full,
unconditional and joint and several. The Unrestricted Group does not guarantee
the bank credit facilities or senior notes, and its results (positive or
negative) are not reflected in the EBITDA of the Restricted Group, as defined in
the Company's credit and senior note agreements for purposes of determining
compliance with certain financial covenants under these agreements. The Company
has established intercompany arrangements that implement transactions, such as
leasing, licensing, sales and related services and cross-promotion, between
restricted and unrestricted subsidiaries, on an arms' length basis and as
permitted by the credit and
24
senior note agreements. These intercompany arrangements afford strategic
benefits across the Company's properties and, in particular, enable the
Unrestricted Group to utilize established brands and content and promote brand
awareness and increase traffic and revenue to the Company's new media
properties. For company-wide consolidated financial reporting, these
intercompany transactions are eliminated in consolidation. Additionally, the
EBITDA of the Restricted Group, as determined in accordance with these
agreements, omits restructuring charges and is adjusted for trailing four
quarters results of acquisitions and divestitures and estimated savings for
acquired businesses.
The scheduled repayments of all debt outstanding, including capital leases, as
of September 30, 2002, are as follows:
Twelve Months Ended September 30, Capital Lease
Debt Obligations Total
--------------- ---------------- ---------------
2003................................................. $ 4,250 $ 3,632 $ 7,882
2004................................................. 89,425 3,535 92,960
2005................................................. 29,250 1,648 30,898
2006................................................. 328,740 1,537 330,277
2007................................................. 29,250 1,645 30,895
Thereafter........................................... 1,359,590 13,484 1,373,074
--------------- ---------------- ---------------
$ 1,840,505 $ 25,481 $ 1,865,986
=============== ================ ===============
9. EXCHANGEABLE PREFERRED STOCK
Exchangeable Preferred Stock consists of the following:
September 30, December 31,
2002 2001
---------------- ----------------
$10.00 Series D Exchangeable Preferred Stock $ 174,410 $ 196,679
$9.20 Series F Exchangeable Preferred Stock 99,898 121,781
$8.625 Series H Exchangeable Preferred Stock 215,834 244,497
---------------- ----------------
$ 490,142 $ 562,957
================ ================
$10.00 SERIES D EXCHANGEABLE PREFERRED STOCK
The Company authorized 2,000,000 shares of $.01 par value, $10.00 Series D
Exchangeable Preferred Stock, of which 1,769,867 shares and 2,000,000 shares
were issued and outstanding at September 30, 2002 and December 31, 2001,
respectively. The liquidation and redemption value was $176,987 at September 30,
2002 and $200,000 December 31, 2001.
$9.20 SERIES F EXCHANGEABLE PREFERRED STOCK
The Company authorized 1,250,000 shares of $.01 par value, $9.20 Series F
Exchangeable Preferred Stock, of which 1,023,328 shares and 1,250,000 shares
were issued and outstanding at September 30, 2002 and December 31, 2001,
respectively. The liquidation and redemption value was $102,333 at September 30,
2002 and $125,000 December 31, 2001.
25
$8.625 SERIES H EXCHANGEABLE PREFERRED STOCK
The Company authorized 2,500,000 shares of $.01 par value, $8.625 Series H
Exchangeable Preferred Stock, of which 2,202,391 shares and 2,500,000 shares
were issued and outstanding at September 30, 2002 and December 31, 2001,
respectively. The liquidation and redemption value was $220,239 at September 30,
2002 and $250,000 at December 31, 2001.
During the first quarter of 2002, the Board of Directors authorized the exchange
by the Company of up to approximately $100,000 of exchangeable preferred stock.
During May 2002, the Board of Directors increased the authorization to an
aggregate of approximately $165,000 of exchangeable preferred stock. During the
nine months ended September 30, 2002, the Company exchanged $23,013, face value
of Series D Exchangeable Preferred Stock for 4,467,033 shares of common stock,
$22,667, face value of Series F Exchangeable Preferred Stock for 4,385,222
shares of common stock and $29,761, face value of Series H Exchangeable
Preferred Stock for 5,508,050 shares of common stock. The cumulative gain on the
exchanges of $31,001 for the nine months ended September 30, 2002, is included
as a component of additional paid-in capital on the accompanying condensed
consolidated balance sheet at September 30, 2002. The gains of $31,001 and
$2,700 for the nine and three months ended September 30, 2002, respectively, are
included in the calculation of basic and diluted loss applicable to common
shareholders per common share on the condensed statements of consolidated
operations for their respective periods.
10. COMMON STOCK
During the second quarter of 2002, the Board of Directors approved and the
shareholders ratified an amendment to the Company's Certificate of
Incorporation, which increased the number of authorized shares of the Company's
common stock from 300,000,000 to 350,000,000.
In April 2002, the Company granted certain executives an aggregate total of
6,630,000 options to purchase shares of the Company's common stock. The exercise
prices of these options range from $4.00 per share to $6.00 per share. The
options granted at $4.00 per share vest over a four-year period following the
date of the grant. The remaining options vest in 2010 unless the Company
achieves certain earnings targets. Upon the achievement of these targets, the
vesting of the respective options is accelerated upon the financial statements
for the relevant period being finalized.
11. NON-CASH COMPENSATION AND NON-RECURRING CHARGES
In connection with the About merger, certain senior executives were granted
2,955,450 shares of restricted PRIMEDIA common stock. These shares of restricted
PRIMEDIA common stock, which were valued at $9.50 per share, the closing stock
price on February 28, 2001, vest at a rate of 25% per year and are subject to
the executives' continued employment. Related non-cash compensation of $1,731
and $8,530 was recorded for the nine months ended September 30, 2002 and 2001,
respectively, and $479 and $3,656 was recorded for the three months ended
September 30, 2002 and 2001, respectively. This non-cash compensation reflects
pro rata vesting on a graded basis.
In addition, these senior executives were granted options to purchase 3,482,300
shares of PRIMEDIA common stock at an exercise price of $2.85 per share, equal
to thirty percent of the fair market value per share on that date. These options
vest at a rate of 25% per year and are subject to the executives' continued
employment. Related non-cash compensation of $1,428 and $7,035 was recorded for
the nine months ended September 30, 2002 and 2001, respectively, and $395 and
$3,015 was recorded for the three months ended September 30, 2002 and 2001,
respectively. This non-cash compensation reflects pro rata vesting on a graded
basis. Amounts reflect a 70% market value discount ($6.65 per share) based on a
PRIMEDIA per share market value of $9.50 which was the closing price on February
28, 2001.
26
Two senior executives of About also entered into share lockup agreements with
the Company, pursuant to which they agreed to specific restrictions regarding
the transferability of their shares of PRIMEDIA common stock issued in the
merger. Under the terms of those agreements, during the first year after the
closing of the merger, the executives could sell a portion of their shares of
the Company's common stock, subject to the Company's right of first refusal with
respect to any sale. In the event that the gross proceeds received on sale were
less than $33,125 (assuming all shares are sold), the Company agreed to pay the
executives the amount of such shortfall ("the Shortfall Payment").
During the third quarter of 2001, one of the executives, who subsequently left
the Company, advised the Company that he was selling 1,429,344 shares of the
Company's common stock in the market. Concurrently therewith, the executive
assigned to a financial institution the right to receive his Shortfall Payment
on that number of shares. The financial institution advised the Company that it
purchased 1,429,344 shares of the Company's common stock in the market. The
financial institution agreed to waive its right to the Shortfall Payment in
exchange for the Company's agreement to make the financial institution whole if
it sells such shares, which it purchased in the market, for proceeds of less
than approximately $23,406. As of March 8, 2002, the financial institution had
sold all of the shares in the open market for proceeds of approximately $3,300.
In April 2002, the Company paid approximately $20,300 to the financial
institution. A liability of approximately $18,400 representing the Shortfall
Payments due under both agreements, based on the fair value of the Company's
stock was included as a component of accrued expenses and other on the
accompanying condensed consolidated balance sheet at December 31, 2001.
As a result of this executive leaving the Company, effective December 2001, half
of his restricted shares (1,105,550 shares) and options (1,302,650 options) were
accelerated and the remainder were forfeited, resulting in a reversal of
unearned compensation of $19,166 during the fourth quarter of 2001. The
accelerated options expired unexercised during the first quarter of 2002.
On July 26, 2002, the Company granted 1,800,000 options to purchase Company
stock to a related party consulting firm for services received. These options
are fully vested as of the grant date, have a ten year life and an exercise
price of $1.80 per share. The exercise price equals 200% of the share price on
the grant date. Related non-cash compensation of $990, determined using the
Black Scholes pricing model, was recorded for the nine and three months ended
September 30, 2002. In addition, the Company paid $800 in cash to this related
party consulting firm for services received.
During the nine and three months ended September 30, 2002, the Company recorded
$10,612 and $2,866 of non-cash compensation and non-recurring charges,
respectively. These non-cash compensation charges consisted of a $3,159 and $874
charge, respectively, related to the restricted stock and option grants to two
key executives of About discussed above, a $2,144 and $631 charge, respectively,
related to the amortization of the intrinsic value of unvested "in-the-money"
options issued in connection with the About merger, a $986 and $329 charge,
respectively, related to the issuance of stock in connection with an acquisition
and a $990 and $990 charge, respectively, for the options granted for consulting
services received as discussed above. These non-recurring charges consisted of a
$3,256 and $0 charge, respectively, related to the share lockup arrangements
with certain executives of About discussed above and a $77 and $42 charge,
respectively, related to certain non-recurring compensation arrangements with
certain senior executives.
During the nine and three months ended September 30, 2001, the Company recorded
$60,167 and $47,440, respectively, of non-cash compensation and non-recurring
charges. These non-cash compensation charges consisted of a $15,565 and $6,671
charge, respectively, related to the restricted stock and option grants to two
key executives of About discussed above, a $2,352 and $1,008 charge,
respectively, related to the amortization of the intrinsic value of unvested
"in-the-money" options issued in connection with the About merger and a $1,104
and $301 charge, respectively, related to the vesting of stock in connection
with an acquisition. For the nine months ended September 30, 2001, these
non-recurring charges consisted of a $1,686 charge related to certain
non-recurring compensation arrangements with certain senior executives and for
the nine and three months ended September 30, 2001, these non-recurring charges
consisted of a $27,098 charge for the make-whole payment to the Financial
Institution discussed above and a $12,362 charge for severance payments made to
certain senior executives of About.
27
Non-cash compensation and non-recurring charges are omitted from the Company's
calculation of EBITDA, as defined in the Company's Credit and Senior Note
agreements (see Note 8).
12. PROVISION FOR SEVERANCE, CLOSURES AND RESTRUCTURING RELATED COSTS
During 2001 and 2000, the Company implemented plans to integrate the operations
of the Company and consolidate many back office functions. The Company expects
that these plans will continue to result in future savings. All restructuring
related charges were expensed as incurred.
During 2002, the Company announced additional cost initiatives that would
continue to implement and expand upon the cost initiatives enacted during 2001
and 2000.
Details of the initiatives implemented and the payments made in furtherance of
these plans during the nine-month periods ended September 30, 2002 and 2001 are
presented in the following tables:
NET PROVISION PAYMENTS
FOR THE DURING THE
NINE MONTHS NINE MONTHS
LIABILITY AS OF ENDED ENDED LIABILITY AS OF
JANUARY 1, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2002 2002 2002 2002
--------------------- --------------------- -------------------- --------------------
Severance and closures:
Employee-related
termination costs...... $ 9,043 $ 6,052 $ (8,435) $ 6,660
Termination of
contracts.............. 2,318 (137) (1,348) 833
Termination of
leases related to
office closures........ 13,037 20,570 (7,056) 26,551
--------------------- --------------------- -------------------- --------------------
24,398 26,485 (16,839) 34,044
--------------------- --------------------- -------------------- --------------------
Restructuring related:
Relocation and other
employee costs......... - 765 (765) -
--------------------- --------------------- -------------------- --------------------
- 765 (765) -
--------------------- --------------------- -------------------- --------------------
Total severance,
closures and
restructuring
related costs.......... $ 24,398 $ 27,250 $ (17,604) $ 34,044
===================== ===================== ==================== ====================
28
NET PROVISION PAYMENTS
FOR THE DURING THE
NINE MONTHS NINE MONTHS
LIABILITY AS OF ENDED ENDED LIABILITY AS OF
JANUARY 1, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2001 2001 2001 2001
--------------------- --------------------- -------------------- --------------------
Severance and closures:
Employee related
termination costs...... $ 7,063 $ 15,776 $ (11,619) $ 11,220
Termination of
contracts.............. 1,519 3,326 (1,644) 3,201
Termination of leases
related to office
closures............... 1,634 3,434 (464) 4,604
Other.................. 213 - (97) 116
--------------------- --------------------- -------------------- --------------------
10,429 22,536 (13,824) 19,141
--------------------- --------------------- -------------------- --------------------
Restructuring related:
Consulting services.... 498 2,627 (3,125) -
Relocation and other
employee costs......... 462 2,972 (3,430) 4
--------------------- --------------------- -------------------- --------------------
960 5,599 (6,555) 4
--------------------- --------------------- -------------------- --------------------
Total severance,
closures and
restructuring related
costs.................. $ 11,389 $ 28,135 $ (20,379) $ 19,145
===================== ===================== ==================== ====================
For the nine months ended September 30, 2001, $6,477 of additional restructuring
related costs are included in general and administrative expenses on the
accompanying condensed consolidated statement of operations.
The remaining costs, comprised primarily of real estate lease commitments for
space that the Company no longer occupies, are expected to be paid through 2015.
To reduce the lease related costs, the Company is aggressively pursuing
subleases of its available office space. During the fourth quarter of 2002,
the Company will reevaluate real estate market conditions and will adjust its
provision accordingly.
As a result of the implementation of these plans, the Company has closed and
consolidated in excess of twenty office locations and has notified a total of
1,665 individuals that they would be terminated under these plans, of which 345
and 75 individuals were notified during the nine and three month periods ended
September 30, 2002, respectively. As of September 30, 2002, all of those
individuals have been terminated.
The Company expects to realize sufficient savings from its plans to integrate
the operations of the Company and to recover the costs associated with these
plans, related to employee termination costs, within approximately a one-year
period. Savings from terminations of contract and lease costs will be realized
over the estimated life of the contract or lease.
29
The liabilities representing the provision for severance, closures and
restructuring related costs are included in accrued expenses and other on the
condensed consolidated balance sheets as of their respective dates. The
provision for severance, closures and restructuring related costs is omitted
from the Company's calculation of EBITDA, as defined in the Company's Credit and
Senior Note agreements (see Note 8).
13. COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) for the nine and three months ended September 30,
2002 and 2001 is presented in the following tables:
Nine Months Ended
September 30, September 30,
2002 2001
---------------- ----------------
Net loss $ (526,534) $ (503,357)
Other comprehensive income (loss):
Unrealized loss on available-for-sale securities - (693)
Change in fair value of derivative instruments 1,897 (3,167)
Foreign currency translation adjustments 126 (271)
---------------- ----------------
Total comprehensive loss $ (524,511) $ (507,488)
================ ================
Three Months Ended
September 30, September 30,
2002 2001
---------------- ----------------
Net income (loss) $ 14,368 $ (277,869)
Other comprehensive income (loss):
Unrealized loss on available-for-sale securities - (1,895)
Change in fair value of derivative instruments - 18
Foreign currency translation adjustments - 155
---------------- ----------------
Total comprehensive income (loss) $ 14,368 $ (279,591)
================ ================
14. LOSS PER COMMON SHARE
Loss per share for the nine and three month periods ended September 30, 2002 and
2001 has been determined based on net loss after preferred stock dividends,
related accretion, gain on the exchange of exchangeable preferred stock for
common shares and the issuance of contingent warrants associated with the EMAP
financing (see Note 2) divided by the weighted average number of common shares
outstanding for all periods presented. The effect of the assumed exercise of
non-qualified stock options and warrants was not included in the computation of
diluted loss per share because the effect of inclusion would be antidilutive.
30
15. CONTINGENCIES
The Company is involved in ordinary and routine litigation incidental to its
business. In the opinion of management, there is no pending legal proceeding
that would have a material adverse affect on the condensed consolidated
financial statements of the Company.
During 2002, PRIMEDIA contributed the Gravity Games, a product previously
acquired from EMAP, to a limited liability company (the "LLC") formed jointly by
PRIMEDIA and Octagon Marketing and Athlete Representation, Inc., with each party
owning 50%. The LLC has entered into an agreement with NBC Sports, a division of
National Broadcasting Company, Inc., which requires the LLC to pay specified
fees to NBC for certain production services performed by NBC and network air
time provided by NBC, during each of 2002 and 2003. Under the terms of this
agreement and a related guarantee, PRIMEDIA could be responsible for the payment
of a portion of such fees, in the event that the LLC failed to satisfy its
payment obligations to NBC. The maximum amounts for which PRIMEDIA could be
liable would be $1,125 in 2002 and $2,200 in 2003. As these liabilities will be
contingent on the LLC's failure to pay and, in the case of the 2003 liability,
the occurrence of certain other events and existence of certain other
conditions, the Company has not recorded a liability on the accompanying
condensed consolidated balance sheet as of September 30, 2002; however, the
asset representing the Company's 50% investment in the LLC as well as the
Company's share of the LLC's losses are reflected in the Company's condensed
consolidated financial statements. The Company's investment in the LLC ($2,269)
is reflected as a component of other investments on the accompanying condensed
consolidated balance sheet at September 30, 2002. The Company's share of the
LLC's losses ($184) is reflected as a component of other, net on the
accompanying condensed statements of consolidated operations for the nine months
ended September 30, 2002.
As of and for the nine months ended September 30, 2002, no officers or directors
of the Company have been granted loans by the Company, nor has the Company
guaranteed any obligations of such persons.
16. BUSINESS SEGMENT INFORMATION
The Company's operations have been classified into two business segments:
consumer and business-to-business. The Company's consumer segment produces and
distributes magazines, guides, videos and Internet products for consumers in
various niche markets. The Company's business-to-business segment produces and
distributes magazines, books, directories, databases, vocational training
materials and Internet products to business professionals in such fields as
communications, agriculture, professional services, media, transportation and
healthcare. These segment results are regularly reviewed by the Company's chief
operating decision-makers to make decisions about resources to be allocated to
the segment and assess its performance. The information presented below includes
certain intercompany transactions and is therefore, not necessarily indicative
of the results had the operations existed as stand-alone businesses.
Eliminations include intercompany content and brand licensing, advertising and
other services, which are billed at what management believes are prevailing
market rates. These intercompany transactions, which represent transactions
between operating units within the same business segment or transactions between
operating units in different business segments, are eliminated in consolidation.
The Non-Core Businesses include: QWIZ, Inc. (divested in April 2001), Bacon's
(divested in November 2001) and certain titles of The Business Magazines & Media
Group and The Consumer Magazines & Media Group which are discontinued or
divested. In addition, during 2001, the Company has restructured or consolidated
several new media properties, whose value can be realized with far greater
efficiency by having select functions absorbed by the core operations and has
included these properties in Non-Core Businesses. The Company has segregated the
Non-Core Businesses from the aforementioned segments because the Company's chief
operating decision-makers view these businesses separately when evaluating and
making decisions regarding ongoing operations. In the ordinary course of
business, corporate administrative costs of approximately $1,900 and $7,600 were
allocated to the Non-
31
Core Businesses during the nine months ended September 30, 2002 and 2001,
respectively, and $0 and $2,500 were allocated to the Non-Core Businesses during
the three months ended September 30, 2002 and 2001, respectively. For the nine
months ended September 30, 2002, the Company has reclassified certain product
lines as Non-Core Businesses and in certain instances has restated prior periods
accordingly. The Company believes that the amounts that have not been restated
are not significant. Effective June 30, 2002, the Company has not classified any
additional businesses as Non-Core Businesses nor will any additional balances be
allocated to the Non-Core Businesses subsequent to June 30, 2002.
Information as to the operations of the Company in different business segments
is set forth below based on the nature of the targeted audience. Corporate
represents items not allocated to other business segments. PRIMEDIA evaluates
performance based on several factors, of which the primary financial measure is
segment earnings before interest, taxes, depreciation, amortization and other
(income) charges ("EBITDA"). Other (income) charges include non-cash
compensation and non-recurring charges, provision for severance, closures and
restructuring related costs and (gain) loss on sales of businesses and other,
net.
Nine Months Ended Three Months Ended
September 30, September 30,
2002 2001 2002 2001
----------- ----------- ----------- -----------
SALES, NET:
Consumer $ 1,031,827 $ 873,778 $ 347,754 $ 293,637
Business-to-Business 267,952 325,977 80,485 96,905
Eliminations (93,453) (43,167) (28,279) (12,530)
Other:
Non-Core Businesses 13,491 57,451 - 18,593
----------- ----------- ----------- -----------
Total $ 1,219,817 $ 1,214,039 $ 399,960 $ 396,605
=========== =========== =========== ===========
EBITDA(1):
Consumer $ 162,282 $ 101,425 $ 64,832 $ 27,221
Business-to-Business(2) 24,804 54,674 8,004 14,888
Other:
Corporate (25,128) (24,499) (7,658) (8,260)
Non-Core Businesses (3,253) (23,717) - (5,349)
----------- ----------- ----------- -----------
Total $ 158,705 $ 107,883 $ 65,178 $ 28,500
=========== =========== =========== ===========
32
The following is a reconciliation of EBITDA to operating income (loss):
Nine Months Ended Three Months Ended
September 30, September 30,
2002 2001 2002 2001
----------- ----------- ----------- -----------
Total EBITDA(1) $ 158,705 $ 107,883 $ 65,178 $ 28,500
Depreciation of property and equipment (49,622) (46,123) (17,439) (15,655)
Amortization of intangible assets,
goodwill and other (72,099) (239,943) (31,493) (124,028)
Non-cash compensation and
non-recurring charges (10,612) (60,167) (2,866) (47,440)
Provision for severance, closures and
restructuring related costs (27,250) (28,135) (2,158) (15,633)
Other restructuring related costs included
in general and administrative expenses - (6,477) - (2,173)
Gain (loss) on sales of businesses and
other, net (1,841) 432 290 (71)
----------- ----------- ----------- -----------
Operating income (loss) $ (2,719) $ (272,530) $ 11,512 $ (176,500)
=========== =========== =========== ===========
(1) EBITDA represents earnings before interest, taxes, depreciation,
amortization and other (income) charges including non-cash compensation and
non-recurring charges of $10,612 and $60,167 for the nine months ended
September 30, 2002 and 2001, respectively, a provision for severance,
closures and restructuring related costs of $27,250 and $28,135 for the
nine months ended September 30, 2002 and 2001, respectively, and gain
(loss) on sales of businesses and other, net of $(1,841) and $432 for the
nine months ended September 30, 2002 and 2001, respectively. EBITDA
excludes non-cash compensation and non-recurring charges of $2,866 and
$47,440 for the three months ended September 30, 2002 and 2001,
respectively, a provision for severance, closures and restructuring related
costs of $2,158 and $15,633 for the three months ended September 30, 2002
and 2001, respectively, and gain (loss) on sales of businesses and other,
net of $290 and $(71) for the three months ended September 30, 2002 and
2001, respectively. EBITDA excludes $6,477 and $2,173 of additional
restructuring related costs included in general and administrative expenses
for the nine and three months ended September 30, 2001, respectively.
EBITDA is not intended to represent cash flow from operating activities and
should not be considered as an alternative to net income or loss (as
determined in conformity with generally accepted accounting principles) as
an indicator of the Company's operating performance or to cash flows as a
measure of liquidity. The Company believes EBITDA is a standard measure
commonly reported and widely used by analysts, investors and other
interested parties in the media industry. Accordingly, this information has
been disclosed herein to permit a more complete comparative analysis of the
Company's operating performance relative to other companies in its
industry. EBITDA is presented herein to provide the reader a proxy for
future ongoing liquidity and should not be considered in isolation or as a
substitute for other measures of financial performance or liquidity. The
primary difference between EBITDA and net cash used in operating activities
relates to changes in working capital requirements and payments made for
interest and income taxes. Additionally, EBITDA may not be available for
the Company's discretionary use as there are requirements to redeem
preferred stock and repay debt, among other payments. EBITDA as presented
may not be comparable to similarly titled measures reported by other
companies, since not all companies necessarily calculate EBITDA in
identical manners, and therefore, is not necessarily an accurate measure of
comparison between companies.
(2) Includes the reversal of a $4,000 sales tax accrual that was no longer
required. The reversal was recorded during the three months ended March 31,
2001.
17. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT
33
The information that follows presents condensed consolidating financial
information as of September 30, 2002 and December 31, 2001 and for the nine
months ended September 30, 2002 and 2001 for a) PRIMEDIA Inc. (as the Issuer),
b) the guarantor subsidiaries, which are with limited exceptions, the restricted
subsidiaries, represent the core PRIMEDIA businesses and exclude investment and
other development properties included in the unrestricted category, c) the
non-guarantor subsidiaries (primarily representing Internet assets and
businesses, new launches and other properties under evaluation for turnaround or
shutdown and foreign subsidiaries), which are with limited exceptions the
unrestricted subsidiaries, d) elimination entries and e) the Company on a
consolidated basis. Certain businesses, which were included as either guarantor
or non-guarantor subsidiaries as of September 30, 2001 have been reclassified as
of September 30, 2002.
The condensed consolidating financial information includes certain allocations
of revenues, expenses, assets and liabilities based on management's best
estimates which are not necessarily indicative of financial position, results of
operations and cash flows that these entities would have achieved on a
stand-alone basis and should be read in conjunction with the consolidated
financial statements of the Company. The intercompany balances in the
accompanying condensed consolidating financial statements include cash
management activities, management fees, cross promotional activities and other
intercompany charges between Corporate and the business units and among the
business units. The transactions described above are billed, by the Company, at
what the Company believes are market rates. All intercompany related activities
are eliminated in consolidation.
34
17. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT (CONTINUED)
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
(UNAUDITED)
September 30, 2002
(dollars in thousands)
Primedia Inc.
Guarantor Non-Guarantor and
Primedia Inc. Subsidiaries Subsidiaries Eliminations Subsidiaries
--------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 3,253 $ 14,337 $ 1,177 $ - $ 18,767
Accounts receivable, net 977 208,160 20,216 - 229,353
Intercompany receivables 1,569,853 619,648 (35,132) (2,154,369) -
Inventories, net - 23,321 1,024 - 24,345
Prepaid expenses and other 4,628 33,558 4,639 - 42,825
--------------------------------------------------------------------------------
Total current assets 1,578,711 899,024 (8,076) (2,154,369) 315,290
Property and equipment, net 6,853 96,482 39,273 - 142,608
Investment in and advances to subsidiaries 751,998 - - (751,998) -
Other intangible assets, net 889 404,345 12,036 - 417,270
Goodwill, net (6,076) 1,031,036 68,220 - 1,093,180
Other investments 25,527 2,269 2,162 - 29,958
Other non-current assets 986 62,086 4,821 (12) 67,881
--------------------------------------------------------------------------------
$ 2,358,888 $ 2,495,242 $ 118,436 $ (2,906,379) $ 2,066,187
================================================================================
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable $ 4,550 $ 83,248 $ 13,664 $ - $ 101,462
Intercompany payables 801,889 859,509 492,983 (2,154,381) -
Accrued interest payable 39,100 - - - 39,100
Accrued expenses and other 97,063 106,931 17,879 - 221,873
Deferred revenues 2,099 180,660 19,619 - 202,378
Current maturities of long-term debt 4,410 3,466 6 - 7,882
--------------------------------------------------------------------------------
Total current liabilities 949,111 1,233,814 544,151 (2,154,381) 572,695
--------------------------------------------------------------------------------
Long-term debt 1,836,403 21,701 - - 1,858,104
--------------------------------------------------------------------------------
Intercompany notes payable - 2,548,942 704,329 (3,253,271) -
--------------------------------------------------------------------------------
Deferred revenues 1,641 40,263 - - 41,904
--------------------------------------------------------------------------------
Deferred income taxes 45,500 - - - 45,500
--------------------------------------------------------------------------------
Other non-current liabilities - 20,816 935 - 21,751
--------------------------------------------------------------------------------
Exchangeable preferred stock 490,142 - - - 490,142
--------------------------------------------------------------------------------
Shareholders' deficiency:
Series J convertible preferred stock 140,933 - - - 140,933
Common stock 2,662 - - - 2,662
Additional paid-in capital 2,333,551 - - - 2,333,551
Accumulated deficit (3,356,616) (1,370,079) (1,130,833) 2,500,912 (3,356,616)
Accumulated other comprehensive loss (99) 47 (146) 99 (99)
Unearned compensation (6,497) (262) - 262 (6,497)
Common stock in treasury, at cost (77,843) - - - (77,843)
--------------------------------------------------------------------------------
Total shareholders' deficiency (963,909) (1,370,294) (1,130,979) 2,501,273 (963,909)
--------------------------------------------------------------------------------
$ 2,358,888 $ 2,495,242 $ 118,436 $ (2,906,379) $ 2,066,187
================================================================================
35
17. 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, 2002
(dollars in thousands)
Primedia Inc.
Guarantor Non-Guarantor and
Primedia Inc. Subsidiaries Subsidiaries Eliminations Subsidiaries
-----------------------------------------------------------------------------
Sales, net $ 514 $ 1,136,350 $ 176,406 $ (93,453) $ 1,219,817
Operating costs and expenses:
Cost of goods sold - 305,359 74,850 (93,453) 286,756
Marketing and selling 30 177,163 71,342 - 248,535
Distribution, circulation and fulfillment - 162,627 59,487 - 222,114
Editorial - 77,138 34,126 - 111,264
Other general expenses 1,894 119,830 47,001 - 168,725
Corporate administrative expenses (excluding
non-cash compensation and non-recurring
charges) 16,483 - 7,235 - 23,718
Depreciation of property and equipment 2,001 29,215 18,406 - 49,622
Amortization of intangible assets and other 563 56,754 14,782 - 72,099
Non-cash compensation and non-recurring charges 6,282 990 3,340 - 10,612
Provision for severance, closures and
restructuring related costs 16,068 10,321 861 - 27,250
(Gain)/loss on sales of businesses and
other, net (97) 518 1,420 - 1,841
-----------------------------------------------------------------------------
Operating income (loss) (42,710) 196,435 (156,444) - (2,719)
Other income (expense):
Provision for the impairment of investments (12,403) - (3,295) - (15,698)
Interest expense (103,679) (2,462) (989) - (107,130)
Amortization of deferred financing costs - (2,605) (3) - (2,608)
Equity in losses of subsidiaries (468,663) - - 468,663 -
Intercompany management fees and interest 146,174 (146,174) - - -
Other, net 247 (514) (10) - (277)
-----------------------------------------------------------------------------
Income (loss) from continuing operations before
income taxes (481,034) 44,680 (160,741) 468,663 (128,432)
Deferred provision for income taxes (45,500) - - - (45,500)
-----------------------------------------------------------------------------
Income (loss) from continuing operations (526,534) 44,680 (160,741) 468,663 (173,932)
Discontinued operations - 33,853 2,053 - 35,906
Cumulative effect of a change in accounting principle - (368,174) (20,334) - (388,508)
-----------------------------------------------------------------------------
Net loss $ (526,534) $ (289,641) $ (179,022) $ 468,663 $ (526,534)
=============================================================================
36
17. 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, 2002
(dollars in thousands)
Primedia Inc.
Guarantor Non-Guarantor and
Primedia Inc. Subsidiaries Subsidiaries Eliminations Subsidiaries
---------------------------------------------------------------------------
OPERATING ACTIVITIES:
Net loss $ (526,534) $ (289,641) $ (179,022) $ 468,663 $ (526,534)
Adjustments to reconcile net loss to
net cash provided by (used in) operating
activities 390,085 568,967 50,794 (468,663) 541,183
Changes in operating assets and liabilities (83) (22,084) 19,947 - (2,220)
---------------------------------------------------------------------------
Net cash provided by (used in) operating
activities (136,532) 257,242 (108,281) - 12,429
---------------------------------------------------------------------------
INVESTING ACTIVITIES:
Additions to property, equipment and other, net (2,175) (10,597) (14,632) - (27,404)
Proceeds from sales of businesses and other, net 420 122,764 6,247 - 129,431
Payments for businesses acquired, net of cash
acquired - (3,329) (141) - (3,470)
Payments for other investments (832) (2,520) - - (3,352)
---------------------------------------------------------------------------
Net cash provided by (used in) investing
activities (2,587) 106,318 (8,526) - 95,205
---------------------------------------------------------------------------
FINANCING ACTIVITIES:
Intercompany activity 244,113 (359,271) 115,158 - -
Borrowings under credit agreements 304,765 - - - 304,765
Repayments of borrowings under credit agreements (367,890) - - - (367,890)
Proceeds from issuances of common stock, net 1,533 - - - 1,533
Payments for repurchases of senior notes (19,141) - - - (19,141)
Dividends paid to preferred stock shareholders (38,279) - - - (38,279)
Deferred financing costs paid (108) - - - (108)
Other (99) (3,209) (27) - (3,335)
---------------------------------------------------------------------------
Net cash provided by (used in)
financing activities 124,894 (362,480) 115,131 - (122,455)
---------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents (14,225) 1,080 (1,676) - (14,821)
Cash and cash equivalents, beginning of period 17,478 13,257 2,853 - 33,588
---------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 3,253 $ 14,337 $ 1,177 $ - $ 18,767
===========================================================================
37
17. FINANCIAL INFORMATION FOR GUARANTORS OF THE COMPANY'S DEBT (CONTINUED)
PRIMEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
(UNAUDITED)
December 31, 2001
(dollars in thousands)
Primedia Inc.
Guarantor Non-Guarantor and
Primedia Inc. Subsidiaries Subsidiaries Eliminations Subsidiaries
-----------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 17,478 $ 13,257 $ 2,853 $ - $ 33,588
Accounts receivable, net 991 241,817 32,896 - 275,704
Intercompany receivables 852,188 486,870 78,932 (1,417,990) -
Inventories, net - 31,986 2,078 - 34,064
Prepaid expenses and other 8,849 45,371 10,392 - 64,612
----------------------------------------------------------------------------
Total current assets 879,506 819,301 127,151 (1,417,990) 407,968
Property and equipment, net 6,590 109,909 53,735 - 170,234
Investment in and advances to subsidiaries 1,233,308 - - (1,233,308) -
Other intangible assets, net 1,451 569,397 34,249 - 605,097
Goodwill, net (6,077) 1,331,633 99,074 - 1,424,630
Other investments 39,777 - 6,216 - 45,993
Other non-current assets (106) 76,491 1,700 - 78,085
----------------------------------------------------------------------------
$ 2,154,449 $ 2,906,731 $ 322,125 $ (2,651,298) $ 2,732,007
============================================================================
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable $ 2,510 $ 115,122 $ 17,870 $ - $ 135,502
Intercompany payables - 986,891 431,099 (1,417,990) -
Accrued interest payable 33,568 - - - 33,568
Accrued expenses and other 70,458 119,451 53,357 - 243,266
Deferred revenues 37,346 175,110 (4,830) - 207,626
Current maturities of long-term debt 4,319 3,934 12 - 8,265
----------------------------------------------------------------------------
Total current liabilities 148,201 1,400,508 497,508 (1,417,990) 628,227
----------------------------------------------------------------------------
Long-term debt 1,921,305 24,326 - - 1,945,631
----------------------------------------------------------------------------
Intercompany notes payable - 2,491,381 781,349 (3,272,730) -
----------------------------------------------------------------------------
Deferred revenues 2,578 46,438 - - 49,016
----------------------------------------------------------------------------
Other non-current liabilities - 25,464 1,304 - 26,768
----------------------------------------------------------------------------
Exchangeable preferred stock 562,957 - - - 562,957
----------------------------------------------------------------------------
Shareholders' deficiency:
Series J convertible preferred stock 122,015 - - 122,015
Common stock 2,509 - - - 2,509
Additional paid-in capital 2,258,932 - - - 2,258,932
Accumulated deficit (2,772,201) (1,081,036) (957,817) 2,038,853 (2,772,201)
Accumulated other comprehensive loss (2,122) (350) (219) 569 (2,122)
Unearned compensation (11,882) - - - (11,882)
Common stock in treasury, at cost (77,843) - - - (77,843)
----------------------------------------------------------------------------
Total shareholders' deficiency (480,592) (1,081,386) (958,036) 2,039,422 (480,592)
----------------------------------------------------------------------------
$ 2,154,449 $ 2,906,731 $ 322,125 $ (2,651,298) $ 2,732,007
============================================================================
38
17. 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)
Primedia Inc.
Guarantor Non-Guarantor and
Primedia Inc. Subsidiaries Subsidiaries Eliminations Subsidiaries
----------------------------------------------------------------------------
Sales, net $ - $ 1,152,828 $ 107,692 $ (46,481) $ 1,214,039
Operating costs and expenses:
Cost of goods sold - 279,371 76,559 (46,321) 309,609
Marketing and selling - 250,198 50,395 - 300,593
Distribution, circulation and fulfillment - 185,288 3,575 - 188,863
Editorial - 95,940 16,018 - 111,958
Other general expenses - 121,189 56,082 - 177,271
Corporate administrative expenses (excluding
non-cash compensation and non-recurring
charges) 22,477 922 1,100 (160) 24,339
Depreciation of property and equipment 1,256 28,658 16,209 - 46,123
Amortization of intangible assets, goodwill
and other 401 90,898 148,644 - 239,943
Non-cash compensation and non-recurring charges 19,603 - 40,564 - 60,167
Provision for severance, closures and
restructuring related costs 7,305 7,024 13,806 - 28,135
(Gain)/loss on sales of businesses and other,
net - (794) 362 - (432)
----------------------------------------------------------------------------
Operating income (loss) (51,042) 94,134 (315,622) - (272,530)
Other income (expense):
Provision for the impairment of investments (80,358) - (8,134) - (88,492)
Interest expense (103,913) (2,469) - - (106,382)
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) (1,389) (281) - (28,532)
----------------------------------------------------------------------------
Loss from continuing operations (503,357) (70,990) (324,037) 392,441 (505,943)
Discontinued operations - 2,176 410 - 2,586
----------------------------------------------------------------------------
Net loss $ (503,357) $ (68,814) $ (323,627) $ 392,441 $ (503,357)
============================================================================
39
17. 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)
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 130,100 - - - 130,100
Proceeds from issuance of Series J Convertible
Pref. Stock and related warrant 125,000 - - - 125,000
Dividends paid to preferred stock shareholders (39,795) - - - (39,795)
Deferred financing costs paid (16,790) - - - (16,790)
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
============================================================================
40
18. SUBSEQUENT EVENTS
On October 7, 2002, the KKR Fund, ABBRA III LLC paid $13,885 for 383,574 shares
of 8.625% Series H Exchangeable Preferred Stock. On November 5, 2002, ABBRA III
LLC paid $1,527 for 44,000 shares of 8.625% Series H Exchangable Preferred
Stock. These purchases bring its ownership of that series of preferred stock to
1,114,871 shares.
On October 7, 2002, the KKR Fund, ABBRA III LLC paid $11,755 for 324,713 shares
of 9.20% Series F Exchangeable Preferred Stock to bring its ownership of that
series of preferred stock to 551,963 shares.
On October 7, 2002, the KKR Fund, ABBRA III LLC paid $5,081 for 140,357 shares
of 10.00% Series D Exchangeable Preferred Stock to bring its ownership of that
series of preferred stock to 559,363 shares.
Through November 13, 2002, the KKR Fund has purchased $111,487 face value of
8.625% Series H Exchangeable Preferred Stock for $37,621, $55,196 face value
of 9.20% Series F Exchangeable Preferred Stock for $18,946 and $55,936 of
10.00% Series D Exchangeable Preferred Stock for $19,818.
Subsequent to September 30, 2002, the Company purchased on the open market, in
multiple transactions; $1,000 of the 10 1/4% Senior Notes for cash of $903, plus
accrued interest, $5,500 of the 8 7/8% Senior Notes for cash of $4,893, plus
accrued interest, $8,500 of the 8 1/2% Senior Notes for cash of $7,839, plus
accrued interest and $7,500 of the 7 5/8% Senior Notes for cash of $6,613, plus
accrued interest. The Company has the authority to expend up to $50,000 for the
purchase of its senior notes, in private or public transactions. Through
November 13, 2002, the Company has expended $39,389, including fees associated
with the above mentioned purchases, to repurchase $44,825 of face value of
the Senior Notes.
On November 4, 2002, the Company entered into a definitive agreement to sell its
American Baby Group for total cash consideration of $115,000 to Meredith
Corporation. Proceeds from the sale are expected to exceed its net carrying
value and will likely be used to pay-down borrowings under the credit
facilities. In accordance with SFAS 144, the operating results of the American
Baby Group will be reclassified to discontinued operations effective during the
fourth quarter of 2002.
The following tables represent reported sales, net and reported EBITDA for the
nine and three months ended September 30, 2002 and 2001, adjusted for the
divestiture of the American Baby Group.
Nine months ended Three months ended
September 30, September 30,
2002 2001 2002 2001
-------------- -------------- --------------- --------------
Sales, net (as reported) $ 1,219,817 $ 1,214,039 $ 399,960 $ 396,605
Effect of the sale of the
American Baby Group (42,433) (47,429) (13,777) (15,125)
-------------- -------------- --------------- --------------
Sales, net (as restated) $ 1,177,384 $ 1,166,610 $ 386,183 $ 381,480
============== ============== ================ ==============
Nine months ended Three months ended
September 30, September 30,
2002 2001 2002 2001
-------------- -------------- --------------- --------------
EBITDA (as reported) $ 158,705 $ 107,883 $ 65,178 $ 28,500
Effect of the sale of the
American Baby Group (1) (7,371) (2,475) (3,806) (20)
-------------- -------------- --------------- --------------
EBITDA (as restated) $ 151,334 $ 105,408 $ 61,372 $ 28,480
============== ============== =============== ==============
41
(1) Includes expenses related to certain centralized functions that are shared
by multiple titles, such as production, circulation, advertising, human resource
and information technology costs but exclude general overhead costs.
42
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
PRIMEDIA Inc., together with its subsidiaries, is herein referred to as either
"PRIMEDIA" or the "Company."
The following discussion and analysis of the Company's unaudited consolidated
financial condition and results of consolidated operations should be read in
conjunction with the unaudited condensed consolidated financial statements and
notes thereto. The Company's two segments are consumer and business-to-business.
The Company's consumer segment produces and distributes content for various
niche consumer markets through magazines, guides, videos and over the Internet.
The consumer segment includes the Consumer Magazine and Media Group, Consumer
Guides, PRIMEDIA Television and About.com, Inc. ("About").
The Company's business-to-business segment produces and distributes content via
magazines, books, video, exhibits, the internet, and databases to business
professionals in such fields as communications, agriculture, professional
services, media, transportation and healthcare. The business-to-business segment
includes the Business Magazines & Media Group, PRIMEDIA Workplace Learning and
PRIMEDIA Information.
Corporate represents items not allocated to other business segments such as
general corporate administration.
The information presented below includes certain intercompany transactions and
is therefore, not necessarily indicative of the results had the operations
existed as stand-alone businesses. Eliminations represent intercompany content
and brand licensing, advertising and other services, which are billed at what
management believes are prevailing market rates. These intercompany
transactions, which represent transactions between operating units within the
same business segment or transactions between operating units in different
business segments, are eliminated in consolidation.
Management believes a meaningful comparison of the results of operations for the
nine and three months ended September 30, 2002 and 2001 is obtained by using the
segment information and by presenting results from continuing businesses
("Continuing Businesses") which exclude the results of the non-core businesses
("Non-Core Businesses"). The Non-Core Businesses are those businesses that have
been divested, discontinued or that management is evaluating for turnaround or
shutdown. The Non-Core Businesses include: QWIZ, Inc. (divested in April 2001),
Bacon's (divested in November 2001) and certain titles of The Business Magazines
& Media Group and The Consumer Magazines & Media Group which are discontinued or
divested. In addition, the Company has restructured or consolidated several new
media properties, whose value can be realized with far greater efficiency by
having select functions absorbed by the core operations and has included these
properties in Non-Core Businesses. In the ordinary course of business, corporate
administrative costs of approximately $1,900 and $7,600 were allocated to the
Non-Core Businesses during the nine months ended September 30, 2002 and 2001,
respectively, and $0 and $2,500 were allocated to the Non-Core Businesses during
the three months ended September 30, 2002 and 2001, respectively. The Company
believes that most of these costs, many of which are volume driven, such as the
processing of payables and payroll, will be permanently reduced due to the
shutdown or divestiture of the Non-Core Businesses. For the nine months ended
September 30, 2002, the Company has reclassified certain product lines as
Non-Core Businesses and in certain instances has restated prior periods
accordingly. The Company believes that the amounts that have not been restated
are not significant. Effective June 30, 2002, the Company has not classified any
additional businesses as Non-Core Businesses nor will any additional balances be
allocated to the Non-Core Businesses subsequent to June 30, 2002.
EBITDA represents earnings before interest, taxes, depreciation, amortization
and other (income) charges ("EBITDA"). Other (income) charges include non-cash
compensation and non-recurring charges, provision for severance, closures and
restructuring related costs and (gain) loss on the sale of businesses and other,
net. EBITDA is not intended to represent
43
cash flow from operating activities and should not be considered as an
alternative to net income or loss (as determined in conformity with generally
accepted accounting principles) as an indicator of the Company's operating
performance or to cash flows as a measure of liquidity. The Company believes
EBITDA is a standard measure commonly reported and widely used by analysts,
investors and other interested parties in the media industry. Accordingly, this
information has been disclosed herein to permit a more complete comparative
analysis of the Company's operating performance relative to other companies in
its industry. EBITDA is presented herein to provide the reader a proxy for
future ongoing liquidity and should not be considered in isolation or as a
substitute for other measures of financial performance or liquidity. The primary
difference between EBITDA and net cash used in operating activities relates to
changes in working capital requirements and payments made for interest and
income taxes. Additionally, EBITDA may not be available for the Company's
discretionary use as there are requirements to redeem preferred stock and repay
debt, among other payments. EBITDA as presented may not be comparable to
similarly titled measures reported by other companies, since not all companies
necessarily calculate EBITDA in identical manners, and therefore, is not
necessarily an accurate measure of comparison between companies.
44
Primedia Inc. and Subsidiaries
Unaudited Results of Consolidated Operations
(dollars in thousands)
Nine Months Ended Three Months Ended
September 30, September 30,
2002 2001 2002 2001
-------------- ------------- ------------- ------------
Sales, Net:
Continuing Businesses:
Consumer $ 1,031,827 $ 873,778 $ 347,754 $ 293,637
Business-to-business 267,952 325,977 80,485 96,905
Eliminations (93,453) (43,167) (28,279) (12,530)
-------------- ------------- ------------- ------------
Subtotal 1,206,326 1,156,588 399,960 378,012
Non-Core Businesses 13,491 57,451 - 18,593
-------------- ------------- ------------- ------------
Total $ 1,219,817 $ 1,214,039 $ 399,960 $ 396,605
============== ============= ============= ============
EBITDA:
Continuing Businesses:
Consumer $ 162,282 $ 101,425 $ 64,832 $ 27,221
Business-to-business 24,804 54,674 8,004 14,888
Corporate (25,128) (24,499) (7,658) (8,260)
-------------- ------------- ------------- ------------
Subtotal 161,958 131,600 65,178 33,849
Non-Core Businesses (3,253) (23,717) - (5,349)
-------------- ------------- ------------- ------------
Total $ 158,705 $ 107,883 $ 65,178 $ 28,500
============== ============= ============= ============
Operating Income (Loss):
Continuing Businesses:
Consumer $ 65,870 $ (169,975) $ 28,092 $ (127,301)
Business-to-business (12,211) 3,639 (6,466) (7,884)
Corporate (50,042) (53,346) (10,114) (18,650)
-------------- ------------- ------------- ------------
Subtotal 3,617 (219,682) 11,512 (153,835)
Non-Core Businesses (6,336) (52,848) - (22,665)
-------------- ------------- ------------- ------------
Total (2,719) (272,530) 11,512 (176,500)
Other Income (Expense):
Provision for the impairment of investments (15,698) (88,492) (8,140) (57,684)
Interest expense (107,130) (106,382) (35,265) (39,542)
Amortization of deferred
financing costs (2,608) (10,007) (885) (944)
Other, net (277) (28,532) 1,391 (1,210)
-------------- ------------- ------------- ------------
Loss from Continuing Operations Before Income
Taxes (128,432) (505,943) (31,387) (275,880)
Deferred (Provision) Benefit for Income Taxes (45,500) - 19,000 -
-------------- ------------- ------------- ------------
Loss from Continuing Operations (173,932) (505,943) (12,387) (275,880)
Discontinued Operations 35,906 2,586 26,755 (1,989)
Cumulative Effect of a Change in Accounting
Principle (from the adoption of Statement
of Financial Accounting Standards
No. 142) (388,508) - - -
-------------- ------------- ------------- ------------
Net Income (Loss) $ (526,534) $ (503,357) $ 14,368 $ (277,869)
============== ============= ============= ============
45
NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2001
CONSOLIDATED RESULTS:
Sales from Continuing Businesses increased 4.3% to $1,206,326 in 2002 from
$1,156,588 in 2001, due to growth in the consumer segment of $158,049 partially
offset by a decline in the business-to-business segment of $58,025, further
detailed below. Total sales, including Continuing and Non-Core Businesses,
increased 0.5% to $1,219,817 in 2002 from $1,214,039 in 2001. The adoption of
Emerging Issues Task Force ("EITF") Consensus No. 00-25, "Vendor Income
Statement Characterization of Consideration Paid to a Reseller of the Vendor's
Products," and EITF Consensus No. 01-9, "Accounting for Consideration Given by a
Vendor to a Customer (Including a Reseller of the Vendor's Products)" resulted
in a net reclassification of product placement costs previously classified as
distribution, circulation and fulfillment expense on the condensed statements of
consolidated operations, to reductions of sales from such activities. The change
in classification had no impact on the Company's results of operations, cash
flows or financial position. The reclassification resulted in a net decrease in
sales and a corresponding decrease in operating expenses of $15,503 for the nine
months ended September 30, 2001.
During 2002 and 2001, the Company entered various assets-for-equity
transactions, some of which also included cash consideration. The non-cash
consideration was comprised of advertising, content licensing and other services
to be rendered by the Company in exchange for equity in these entities. The
Company recognizes these amounts as revenue in accordance with the Company's
revenue recognition policies. Revenue recognized in connection with these
assets-for-equity transactions was $5,590 and $50,561 during the nine months
ended September 30, 2002 and 2001, respectively. In addition, for the nine
months ended September 30, 2002 and 2001, revenue from barter transactions was
approximately $12,000 and $35,000, respectively, with equal related expense
amounts in each period.
EBITDA from Continuing Businesses increased 23.1% to $161,958 in 2002 from
$131,600 in 2001, due to a increase of $60,857 related to the consumer segment,
partially offset by a decrease in the business-to-business segment of $29,870,
further detailed below. It is management's belief that results during the
remainder of 2002 will benefit from seasonally stronger operating results as
well as anticipated cost savings from previously enacted cost cutting
initiatives. The Company has taken cost cutting actions during the past year
which have resulted in approximately $100,000 in total cost reductions for the
nine months ended September 30, 2002 over 2001. Total EBITDA, including
Continuing and Non-Core Businesses, increased 47.1% to $158,705 in 2002 from
$107,883 in 2001 primarily due to the EBITDA change detailed above and a decline
in the EBITDA losses of the non-core segment, as the result of the closure of
the Non-Core Business segment as well as the timing of the divestitures.
Operating income (loss) from Continuing Businesses was $3,617 in 2002 compared
to ($219,682) in 2001. The change in Operating income (loss) was primarily due
to an increase in EBITDA from Continuing Business of $30,358 and decrease in
amortization expense of $147,557, including impairments, primarily due to the
adoption of Statement of Financial Accounting Standards ("SFAS") No. 142.
"Goodwill and Other Intangible Assets," which eliminated the amortization of
goodwill and certain indefinite lived intangibles. In addition, there was a
decrease of $49,555 related to non-cash compensation expense in connection with
acquisitions. Total operating loss, including Continuing and Non-Core
Businesses, was $2,719 in 2002 compared to $272,530 in 2001.
Interest expense increased by $748 or 0.7% in 2002 compared to 2001. This
increase is due to borrowings of $265,000 under the bank credit facilities to
partially finance the EMAP Inc. ("EMAP") acquisition. This increase was
partially offset by the Company's use of divestiture proceeds to pay-down the
Company's borrowings under its Credit Facilities, as well as a reduction in
interest rates.
46
In connection with the adoption of SFAS 142, during the nine months ended
September 30, 2002, the Company recorded an impairment charge related to its
goodwill and certain indefinite lived intangible assets of $388,508 within
cumulative effect of a change in accounting principle, which was recorded
effective January 1, 2002. In addition, the Company recorded $45,500 of related
non-cash deferred income tax expense. In addition, during 2002, the Company
completed the sale of the Modern Bride Group ("MBG"), ExitInfo, CHICAGO,
HORTICULTURE and DOLL READER and, as a result of adopting SFAS 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets," reclassified the financial
results of the divested units into discontinued operations on the condensed
statements of consolidated operations for the nine months ended September 30,
2002 and 2001. SFAS 144 requires sales or disposals of long-lived assets that
meet the criteria of SFAS 144, to be classified, on the statement of operations,
as discontinued operations and to restate prior periods accordingly (see Recent
Accounting Pronouncements for further discussion of SFAS 142 and SFAS 144).
These divestitures were part of the Company's planned program which targeted the
divestiture of $250,000 of Non-Core assets.
CONSUMER SEGMENT:
Consumer Segment (including Consumer Magazine and Media Group, Consumer Guides,
PRIMEDIA Television and About):
Sales from Continuing Businesses increased 18.1% to $1,031,827 in 2002 from
$873,778 in 2001, before intercompany eliminations. This increase was due
primarily to the acquisition of EMAP ($184,828) whose results are included for
periods subsequent to its acquisition partially offset by declines at certain
Broadreach titles and certain enthusiast publications ($19,750), weakness at
About ($10,854) and net declines at various other Consumer Segment units
primarily due to industry-wide advertising softness. Intercompany eliminations
of $72,575 in 2002 and $34,155 in 2001, represent intersegment sales ($3,112 and
$2,434 for the nine months ended September 30, 2002 and 2001, respectively) and
intrasegment sales ($69,463 and $31,721 for the nine months ended September 30,
2002 and 2001, respectively) which are eliminated in consolidation. New media
sales from Continuing Businesses decreased 1.4% to $64,222 in 2002 from $65,130
in 2001, primarily due to decreases at About, which more than offset organic
growth at apartmentguide.com and the inclusion of Emap for the period subsequent
to the acquisition date. The declines at About primarily relate to the Company's
reduction in certain "non-cash" revenue items such as barter and
assets-for-equity. These new media sales include the allocation of bundled
revenues (print and online billed together) and various intercompany
transactions, which are eliminated in consolidation. As a result, the new media
sales from Continuing Businesses are not necessarily indicative of the results
had the new media businesses been operated as stand-alone operations. Total
Consumer Segment sales, including Continuing and Non-Core Businesses, for the
nine months ended September 30, 2001 reflects a reclassification related to the
adoption of EITF 00-25 and EITF 01-9. The adoption of these pronouncements
resulted in a reduction of sales, net of $15,503, and a corresponding reduction
of distribution, circulation and fulfillment expense on the condensed statements
of consolidated operations for the nine months ended September 30, 2001. Revenue
recognized in connection with assets-for-equity transactions was $2,500 and
$41,596 for the nine months ended September 30, 2002 and 2001, respectively. For
the nine months ended September 30, 2002 and 2001, revenue from barter
transactions was approximately $7,000 and $27,000, respectively, with equal
related expense amounts in each period.
EBITDA from Continuing Businesses increased 60.0% to $162,282 in 2002 from
$101,425 in 2001. This increase was due primarily to the acquisition of EMAP
($36,193) whose results are included for periods subsequent to its acquisition
date and strength at Consumer Guides and certain Broadreach titles ($25,820),
partially offset by net decreases in EBITDA at various Consumer Segment units,
primarily due to industry-wide advertising softness and reduced newsstand sales.
The EBITDA margin increased to 15.7% in 2002 compared to 11.6% in 2001 primarily
due to cost cutting measures enacted during 2002 and 2001.
During the nine months ended September 30, 2002, the Company completed the sale
of the MBG, which includes MODERN BRIDE plus 16 regional bridal magazines,
ExitInfo, CHICAGO, HORTICULTURE and DOLL READER. In accordance with SFAS 144,
the operating results of these divested entities have been reclassified to
discontinued operations on the condensed statements of consolidated operations
for the nine months ended September 30, 2002 and 2001. Sales from Continuing
Businesses
47
excludes sales from discontinued operations of $28,590 and $61,364 during the
nine months ended September 30, 2002 and 2001, respectively. EBITDA from
Continuing Businesses excludes EBITDA gains (losses) from discontinued
operations of $(918) and $5,915 during the nine months ended September 30, 2002
and 2001, respectively.
Operating income (loss) from Continuing Businesses, was $65,870 in 2002 compared
to $(169,975) in 2001. The increase in operating income was attributable to the
increase in EBITDA, a decrease in amortization expense ($137,712), including
impairments, primarily due to the adoption of SFAS 142 which eliminated the
amortization of goodwill and certain indefinite lived intangibles and a decrease
in non-cash compensation expense in connection with the merger with About
($35,543).
BUSINESS-TO-BUSINESS:
Business-to-Business Segment (including Business Magazines and Media Group,
Workplace Learning and PRIMEDIA Information):
Sales from Continuing Businesses decreased 17.8% to $267,952 in 2002 from
$325,977 in 2001, before intercompany eliminations. This decrease was due
primarily to industry advertising softness at certain business-to-business
magazines and the timing of trade shows ($47,807) as well as net revenue
declines at other business-to-business units. Intercompany eliminations of
$20,878 in 2002 and $9,012 in 2001, represent intersegment sales ($1,907 and $24
for the nine months ended September 30, 2002 and 2001, respectively) and
intrasegment sales ($18,971 and $8,988 for the nine months ended September 30,
2002 and 2001, respectively) which are eliminated in consolidation. New media
sales from Continuing Businesses increased 14.3% to $10,625 in 2002 from $9,292
in 2001. These new media sales include various intercompany transactions, which
are eliminated in consolidation. As a result, the new media sales from
Continuing Businesses are not necessarily indicative of the results had the new
media businesses been operated as stand-alone operations. Revenue recognized in
connection with assets-for-equity transactions was $3,090 and $8,965 for the
nine months ended September 30, 2002 and 2001, respectively. For the nine months
ended September 30, 2002 and 2001, revenue from barter transactions was
approximately $5,000 and $8,000, respectively, with equal related expense
amounts in each year.
EBITDA from Continuing Businesses decreased 54.6% to $24,804 in 2002 from
$54,674 in 2001. This decrease was due primarily to industry-wide advertising
weakness at the Business Magazines & Media Group ($27,042). The EBITDA margin
decreased to 9.3% in 2002 compared to 16.8% in 2001 primarily due to softness in
business-to-business advertising partially offset by cost cutting measures,
including significant staff reductions in the Business Magazines and Media
Group.
Operating income (loss) from Continuing Businesses, was ($12,211) in 2002
compared to $3,639 in 2001. The decrease in operating income was attributable to
the decrease in EBITDA which was partially offset by a decrease in amortization
expense ($10,007), including impairments, primarily due to the adoption of SFAS
142 which eliminated the amortization of goodwill and indefinite lived
intangibles and a decrease in restructuring and restructuring related charges
($4,165).
CORPORATE:
Corporate expenses increased to $25,128 in 2002 from $24,499 in 2001. This
increase was due to increased professional fees and certain incremental
technology and consulting costs relating to cost saving actions partially offset
by cost saving actions taken, including headcount reductions.
Corporate operating loss decreased to $50,042 in 2002 from $53,346 in 2001.
Operating loss includes $6,282 and $19,603 of non-cash compensation and
non-recurring charges during the nine months ended September 30, 2002 and 2001,
respectively, representing executive compensation in the form of stock and
option grants and the extension of certain stock option expiration periods. In
addition, the operating loss includes, provisions for severance, closures and
restructuring related costs of $16,068 and $7,305 during the nine months ended
September 30, 2002 and 2001, respectively. The
48
provision for severance, closures and restructuring related costs is comprised
primarily of real estate lease commitments for space that the Company no longer
occupies.
NON-CORE BUSINESSES:
Sales from Non-Core Businesses decreased to $13,491 in 2002 from $57,451 in 2001
primarily due to the closure or divestiture of the Non-Core Businesses.
EBITDA from the Non-Core Businesses was $(3,253) in 2002 compared to $(23,717)
in 2001. Corporate administrative costs of approximately $1,900 and $7,600 were
allocated to the Non-Core Businesses during the nine months ended September 30,
2002 and 2001, respectively. The Company believes that most of these costs, many
of which are volume driven, such as the processing of payables and payroll, will
be permanently reduced or eliminated due to the shutdown or divestiture of the
Non-Core Businesses.
Operating loss from Non-Core Businesses decreased to $6,336 in 2002 from $52,848
in 2001 due primarily to the closure or divestiture of the Non-Core Businesses.
49
THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2001:
CONSOLIDATED RESULTS:
Sales from Continuing Businesses increased 5.8% to $399,960 in 2002 from
$378,012 in 2001, due to growth in the consumer segment of $54,117 partially
offset by a decline in the business-to-business segment of $16,420, further
detailed below. Total sales, including Continuing and Non-Core Businesses,
increased .8% to $399,960 in 2002 from $396,605 in 2001. The adoption of EITF
Consensus No. 00-25 and EITF Consensus No. 01-9, resulted in a net
reclassification of product placement costs previously classified as
distribution, circulation and fulfillment expense on the condensed statements of
consolidated operations, to reductions of sales from such activities. The change
in classification had no impact on the Company's results of operations, cash
flows or financial position. The reclassification resulted in a net decrease in
sales and a corresponding decrease in operating expenses of $5,833 for the three
months ended September 30, 2001.
During 2002 and 2001, the Company entered various assets-for-equity
transactions, some of which also included cash consideration. The non-cash
consideration was comprised of advertising, content licensing and other services
to be rendered by the Company in exchange for equity in these entities. The
Company recognizes these amounts as revenue in accordance with the Company's
revenue recognition policies. Revenue recognized in connection with these
assets-for-equity transactions was $1,059 and $3,699 during the three months
ended September 30, 2002 and 2001, respectively. In addition, for the three
months ended September 30, 2002 and 2001, revenue from barter transactions was
approximately $3,000 and $9,000, respectively, with equal related expense
amounts in each period.
EBITDA from Continuing Businesses increased 92.6% to $65,178 in 2002 from
$33,849 in 2001, due to an increase of $37,611 related to the consumer segment,
partially offset by a decrease in the business-to-business segment of $6,884,
further detailed below. It is management's belief that results during the
remainder of 2002 will benefit from seasonally stronger operating results as
well as anticipated cost savings from previously enacted cost cutting
initiatives. Total EBITDA, including Continuing and Non-Core Businesses,
increased 128.7% to $65,178 in 2002 from $28,500 in 2001 primarily due to an
increase in the consumer segment.
Operating income (loss) from Continuing Businesses was $11,512 in 2002 compared
to ($153,835) in 2001. This increase in operating income was due to a increase
in EBITDA from Continuing Businesses of $31,329 and a decrease in amortization
expense of $77,725, including impairments, primarily due to the adoption of SFAS
No. 142 which eliminated the amortization of goodwill and indefinite lived
intangibles. In addition, there was a decrease of $11,490 related to provisions
for severance, closures and restructuring related costs, and a decrease of
$44,574 related to non-cash compensation and non-recurring charges. Total
operating income (loss), including Continuing and Non-Core Businesses, was
$11,512 in 2002 compared to ($176,500) in 2001.
Interest expense decreased by $4,277 or 10.8% in 2002 compared to 2001. This
decrease is due to reduced interest rates during 2002.
In connection with the adoption of SFAS 142, during the three months ended
September 30, 2002, the Company recorded an impairment charge related to its
goodwill and certain indefinite lived intangible assets of $366,973 within
cumulative effect of a change in accounting principle, which was recorded
effective January 1, 2002. In addition, the Company recorded $19,000 of related
non-cash deferred income tax benefit. The Company expects that it will record an
additional $4,000 to increase the valuation allowance during the remaining three
months of 2002, before considering the impact of any additional impairment of
goodwill. In addition, during 2002, the Company completed the sale of MBG,
ExitInfo, CHICAGO, HORTICULTURE and DOLL READER and, as a result of adopting
SFAS 144, reclassified the financial results of the divested units into
discontinued operations on the condensed statements of consolidated operations
for the three months ended September 30, 2002 and 2001. SFAS 144 requires sales
or disposals of long-lived assets that meet the criteria of SFAS 144, to be
classified, on the statement of operations, as discontinued operations and to
restate prior periods
50
accordingly (see Recent Accounting Pronouncements for further discussion of SFAS
142 and SFAS 144). These divestitures were part of the Company's planned program
which targeted the divestiture of $250,000 of Non-Core assets.
CONSUMER:
Consumer Segment (including Consumer Magazine and Media Group, Consumer Guides,
PRIMEDIA Television and About):
Sales from Continuing Businesses increased 18.4% to $347,754 in 2002 from
$293,637 in 2001, before intercompany eliminations. This increase was due
primarily to the acquisition of EMAP ($44,913) whose results are included for
periods subsequent to its acquisition and strength at Consumer Guides ($5,776).
Intercompany eliminations of $22,929 in 2002 and $9,079 in 2001, represent
intersegment sales ($1,064 and $718 for the three months ended September 30,
2002 and 2001, respectively) and intrasegment sales ($21,865 and $8,361 for the
three months ended September 30, 2002 and 2001, respectively) which are
eliminated in consolidation. New media sales from Continuing Businesses
increased 19.4% to $21,184 in 2002 from $17,744 in 2001, primarily due to the
acquisition of EMAP as well as the organic growth at apartmentguide.com. These
new media sales include the allocation of bundled revenues (print and online
billed together) and various intercompany transactions, which are eliminated in
consolidation. As a result, the new media sales from Continuing Businesses are
not necessarily indicative of the results had the new media businesses been
operated as stand-alone operations. Total Consumer Segment sales, including
Continuing and Non-Core Businesses, for the three months ended September 30,
2001 reflects a reclassification related to the adoption of EITF 00-25 and EITF
01-9. The adoption of these pronouncements resulted in a reduction of sales, net
of $5,833, and a corresponding reduction of distribution, circulation and
fulfillment expense on the condensed statements of consolidated operations for
the three months ended September 30, 2001. Revenue recognized in connection with
assets-for-equity transactions was $222 and $1,728 for the three months ended
September 30, 2002 and 2001, respectively. For the three months ended September
30, 2002 and 2001, revenue from barter transactions was approximately $1,300 and
$7,000, respectively, with equal related expense amounts in each period.
EBITDA from Continuing Businesses increased 138.2% to $64,832 in 2002 from
$27,221 in 2001. This increase was due primarily to the EBITDA increase from the
acquisition of EMAP ($9,418) whose results are included for periods subsequent
to its acquisition date, increases at certain broadreach and enthusiast titles
($15,177), strength at Consumer Guides ($5,477) and About ($3,330) and net
increases in EBITDA at various Consumer Segment units. The EBITDA margin
increased to 18.6% in 2002 compared to 9.3% in 2001 primarily due to cost
cutting measures enacted during 2002 and 2001.
During the third quarter of 2002, the Company completed the sale of CHICAGO,
HORTICULTURE and DOLL READER. In accordance with SFAS 144, the operating results
of the divested operating units have been reclassified to discontinued
operations on the condensed statements of consolidated operations for the three
months ended September 30, 2002 and 2001. Sales from Continuing Businesses
excludes sales from discontinued operations of $4,675 and $16,185 during the
third quarter of 2002 and 2001, respectively. EBITDA from Continuing Businesses
excludes EBITDA from discontinued operations of ($697) and ($879) during the
third quarter of 2002 and 2001, respectively.
Operating income (loss) from Continuing Businesses, was $28,092 in 2002 compared
to ($127,301) in 2001. The increase in operating income was attributable to the
increase in EBITDA, a decrease in amortization expense ($72,357), including
impairments, primarily due to the adoption of SFAS 142 which eliminated the
amortization of goodwill and indefinite lived intangibles, a reduction in
non-cash compensation and non-recurring charges ($38,800) and a reduction in
restructuring and restructuring related costs ($8,751).
BUSINESS-TO-BUSINESS:
Business-to-Business Segment (including Business Magazines and Media Group,
Workplace Learning and PRIMEDIA Information):
51
Sales from Continuing Businesses decreased 16.9% to $80,485 in 2002 from $96,905
in 2001, before intercompany eliminations. This decrease was due primarily to
industry advertising softness at certain business-to-business magazines and the
timing of trade shows ($14,715). Intercompany eliminations of $5,350 in 2002 and
$3,451 in 2001, represent intersegment sales ($604 and $1 for the three months
ended September 30, 2002 and 2001, respectively) and intrasegment sales ($4,746
and $3,450 for the three months ended September 30, 2002 and 2001, respectively)
which are eliminated in consolidation. New media sales from Continuing
Businesses increased 2.4% to $2,945 in 2002 from $2,875 in 2001. These new media
sales include various intercompany transactions, which are eliminated in
consolidation. As a result, the new media sales from Continuing Businesses are
not necessarily indicative of the results had the new media businesses been
operated as stand-alone operations. Revenue recognized in connection with
assets-for-equity transactions was $837 and $1,971 for the three months ended
September 30, 2002 and 2001, respectively. For the three months ended September
30, 2002 and 2001, revenue from barter transactions was approximately $1,700 and
$2,000, respectively, with equal related expense amounts in each year.
EBITDA from Continuing Businesses decreased 46.2% to $8,004 in 2002 from $14,888
in 2001. This decrease was due primarily to weakness at the Business Magazines &
Media Group ($8,695) partially offset by improved performance at other
business-to-business segment units. The EBITDA margin decreased to 9.9% in 2002
compared to 15.4% in 2001 primarily due to softness in business-to-business
advertising. For the three months ended September 30, 2002 and 2001,
respectively, approximately 40% and 31% of the segment's EBITDA came from
non-advertising sources, including database products, books, exhibitions,
conferences and training services.
Operating loss from Continuing Businesses, was $6,466 in 2002 compared to $7,884
in 2001. The decrease in operating loss was attributable to a decrease in
amortization expense ($5,421), including impairments, primarily due to the
adoption of SFAS 142, which eliminated the amortization of goodwill and
indefinite lived intangibles and a reduction in restructuring and restructuring
related costs ($2,439). The decrease in amortization expense and the reduction
in restructuring and restructuring related costs more than offset the decrease
in EBITDA.
CORPORATE:
Corporate expenses decreased to $7,658 in 2002 from $8,260 in 2001 due to cost
saving actions taken, including headcount reductions.
Corporate operating loss was $10,114 in 2002 compared to $18,650 in 2001.
Operating loss includes $1,848 and $7,679 of non-cash compensation and
non-recurring charges during the three months ended September 30, 2002 and 2001,
respectively, primarily representing executive compensation in the form of stock
and option grants and the extension of certain stock option expiration periods.
In addition, the operating loss includes, provisions for severance, closures and
restructuring related costs of ($378) and $2,099 during the three months ended
September 30, 2002 and 2001, respectively. The provision for severance, closures
and restructuring related costs is comprised primarily of real estate lease
commitments for space that the Company no longer occupies.
NON-CORE BUSINESSES:
Effective June 30, 2002, the Company has not classified any additional
businesses as Non-Core Businesses nor will any additional balances be allocated
to the Non-Core Businesses subsequent to June 30, 2002.
LIQUIDITY, CAPITAL AND OTHER RESOURCES
The Company believes its liquidity, capital resources and cash flow are
sufficient to fund planned capital expenditures, working capital requirements,
interest and principal payments on its debt, the payment of preferred stock
dividends and other anticipated expenditures for the next fiscal year. The
Company has implemented and continues to implement
52
various cost-cutting programs and cash conservation plans, which involve the
limitation of capital expenditures and the control of working capital. These
plans should help mitigate any future possible cash flow shortfalls.
WORKING CAPITAL
Consolidated working capital deficiency, which includes current maturities of
long-term debt, was $257,405 at September 30, 2002 compared to $220,259 at
December 31, 2001. Consolidated working capital reflects certain industry
working capital practices and accounting principles, including the recording of
deferred revenue from subscriptions as a current liability as well as the
expensing of certain advertising, editorial and product development costs as
incurred.
At September 30, 2002, the Company had cash and unused credit facilities of
approximately $274,000 as further discussed below. The Company believes that due
substantially to anticipated asset sale proceeds, seasonal working capital
trends and improved operating performance, the amount of cash and unused credit
facilities will increase at December 31, 2002. In addition, there are no
material required debt repayments until June 1, 2004. A change in the rating of
our debt instruments by the outside rating agencies does not negatively impact
our ability to use our available lines of credit or the borrowing rate under our
credit facilities. As of November 1, 2002, the Company's senior debt rating from
Moody's was B3 and from Standard and Poor's was B. In August 2002, Standard and
Poor's removed the debt from Credit Watch.
CAPITAL AND OTHER RESOURCES
PRIMEDIA is the result of numerous acquisitions since its inception in 1989.
Many of the companies acquired had financial systems which are incompatible.
Incompatible financial systems across PRIMEDIA have negatively impacted the
Company's ability to efficiently analyze data and respond to business
opportunities on a timely basis. Significant capital expenditures are necessary
to upgrade and standardize financial systems across the Company. Despite the
economic slowdown, the Company is engaged in upgrading its key financial
systems, which are designed to make the financial reporting and analysis
functions more efficient.
The decline in advertising revenues has necessitated cost cuts including the
reduction of certain back office personnel at the Company. Such workforce
reductions may impact the ability of remaining personnel to perform their
assigned responsibilities in an efficient manner, due to the increased volume of
work being generated in the financial area, among other things, by the process
of converting its systems. The Company believes that it has in place, the
necessary financial workforce to analyze data and is looking to put in place
additional financial personnel, during the period prior to the completion of the
financial systems upgrade, in order to improve the efficiency of financial
analysis and mitigate the risk of employee turnover.
The Company's management is concerned about the intense competition in this
economy for the hiring and retention of qualified financial personnel, the
current lack of compatible financial systems across the Company and the demands
surrounding increased financial disclosure. To mitigate management's concerns
regarding the hiring and retention of qualified financial personnel and to
ensure future stability in the financial workforce, the Company has upgraded the
skill level of its back office personnel, has consolidated certain back office
functions and has cross trained and continues to cross train individuals in the
performance of multiple job functions and is aggressively recruiting to
strengthen and increase its financial resources. To address management's
concerns regarding the current lack of compatible financial systems across the
Company and the demands surrounding increased financial disclosure, the Company
has begun to install an integrated enterprise-wide financial system across all
companies. Several smaller units have already been converted to an integrated
enterprise-wide financial system this year with the remaining units to be
converted over the next 18 months. Despite the difficult economic environment,
the Company plans to spend approximately $7,100 on the systems upgrade this
year, of which approximately $3,200 has been spent during the nine months ended
September 30, 2002. However, it will take approximately 18-24 months to complete
the systems upgrade and fully realize the planned benefits of an integrated
enterprise-wide financial system. The Company recognizes that there are inherent
risks in a system implementation and has taken reasonable steps to mitigate
these risks.
53
In addition to the upgrade and standardization of financial systems, the Company
anticipates that a capital investment will be required after 2004 to continue
the current business operations and to maintain profit margins of ChannelOne.
CASH FLOW - 2002 COMPARED TO 2001
Net cash provided by (used in) operating activities, as reported, during 2002,
after interest payments of $95,184, increased to $12,429 as compared to
($147,530) during 2001, primarily due to an increase in EBITDA, increased
collections of trade receivables of $20,554, reduced payments related to accrued
expenses and other current liabilities of $29,889, a reduction in the prepayment
of expenses and other assets of $61,450, as well as other working capital
changes. Net capital expenditures decreased 30.0% to $27,404 during 2002
compared to $39,139 during 2001 due primarily to reduced levels of capital
expenditures during 2002. Net cash provided by (used in) investing activities
during 2002 was $95,205 compared to ($479,691) during 2001. The increase in cash
provided from investing activities is due to reduced acquisition activity during
2002 and increased proceeds from the sales of businesses in connection with the
Company's plans to divest businesses. Net cash provided by (used in) financing
activities during 2002 was ($122,455) compared to $614,039 during 2001. The
change was primarily attributable to proceeds from the 2001 issuances of senior
notes and convertible preferred stock of $617,685.
FINANCING ARRANGEMENTS
On June 20, 2001, the Company completed a refinancing of its existing bank
credit facilities pursuant to new bank credit facilities with The Chase
Manhattan Bank, Bank of America, N.A., The Bank of New York, and The Bank of
Nova Scotia, as agents. The debt under the new credit agreement (as well as
certain of the Company's other equally and ratably secured indebtedness) is
secured by a pledge of the stock of PRIMEDIA Companies Inc., an intermediate
holding company, owned directly by the Company, which owns directly or
indirectly all shares of PRIMEDIA subsidiaries that guarantee such debt.
Substantially all proceeds from sales of businesses and other investments were
used to pay down borrowings under the credit agreement. Amounts under the bank
credit facilities may be reborrowed and used for general corporate and working
capital purposes as well as to finance certain future acquisitions. The bank
credit facilities consist of the following:
- a $475,000 revolving loan facility, of which $200,000 was outstanding at
September 30, 2002.
- a term loan A, of which $100,000 was outstanding at September 30, 2002; and
- a term loan B, of which $420,750 was outstanding at September 30, 2002.
With the exception of the term loan B, the amounts borrowed bear interest, at
the Company's option, at either the base rate plus an applicable margin ranging
from 0.125% to 1.5% or the Eurodollar Rate plus an applicable margin ranging
from 1.125% to 2.5%. The term loan B bears interest at the base rate plus 1.75%
or the Eurodollar rate plus 2.75%. At September 30, 2002, the weighted average
variable interest rate on all outstanding borrowings under the bank credit
facilities was 4.5%.
Under the bank credit facilities, the Company has agreed to pay commitment fees
at a per annum rate of either 0.375% or 0.5%, depending on its debt to EBITDA
ratio, as defined in the new credit agreement, on the daily average aggregate
unutilized commitment under the revolving loan commitment. During the first nine
months of 2002, the Company's commitment fees were paid at a weighted average
rate of 0.5%. The Company also has agreed to pay certain fees with respect to
the issuance of letters of credit and an annual administration fee.
The commitments under the revolving loan commitment are subject to mandatory
reductions semi-annually on June 30 and December 31, commencing December 31,
2004 with the final reduction on June 30, 2008. The aggregate mandatory
reductions of the revolving loan commitments under the bank credit facilities
are $23,750 in 2004, $47,500 in 2005,
54
$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 2002, $4,250 in 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 and or repurchases of
the Company's common stock in excess of $75,000 in any given year.
The bank credit facilities and senior notes of the Company contain certain
customary events of default which generally give the banks or the noteholders,
as applicable, the right to accelerate payments of outstanding debt. Under the
bank credit facilities, these events include:
- failure to maintain required covenant ratios, as described below;
- failure to make a payment of principal, interest or fees within five days
of its due date;
- default, beyond any applicable grace period, on any aggregate indebtedness
of PRIMEDIA exceeding $20,000;
- occurrence of certain insolvency proceedings with respect to PRIMEDIA or
any of its material subsidiaries;
- entry of one judgment or decree involving a liability of $15,000 or more
(or more than one involving an aggregate liability of $25,000 or more); and
- occurrence of certain events constituting a change of control of the
Company.
The events of default contained in PRIMEDIA's senior notes are similar to, but
generally less restrictive than, those contained in the Company's bank credit
facilities.
The Company does not anticipate the occurrence of any of these default events.
Upon the occurrence of such an event, the Company has the ability to cure or
renegotiate with its lenders.
Under the most restrictive debt covenants as defined in the Company's credit
agreement, the Company must maintain a minimum interest coverage ratio, as
defined, of 1.80 to 1 and a minimum fixed charge coverage ratio, as defined, of
1.05 to 1. The Company's maximum allowable debt leverage ratio, as defined, is
6.0 to 1. The maximum leverage ratio decreases to 5.75 to 1, 5.5 to 1, 5.0 to 1
and 4.5 to 1, respectively, on July 1, 2003, January 1, 2004, January 1, 2005
and January 1, 2006. The minimum interest coverage ratio increases to 2.0 to 1,
2.25 to 1 and 2.5 to 1, respectively, on July 1, 2003, January 1, 2004 and
January 1, 2005. The Company is in compliance with the financial and operating
covenants of its financing arrangements.
As of September 30, 2002, the Company had $720,750 borrowings outstanding,
approximately $19,500 letters of credit outstanding and unused bank commitments
of approximately $255,000 under the bank credit facilities.
As a result of the refinancing of the Company's existing bank credit facilities,
during the second quarter of 2001, the Company wrote-off the remaining balances
of deferred financing costs originally recorded approximating $7,250. This
write-off is included within amortization of deferred financing costs on the
accompanying condensed statement of consolidated operations for the nine months
ended September 30, 2001.
The 10 1/4% Senior Notes mature in June 2004, the 8 1/2% Senior Notes mature in
February 2006, the 7 5/8% Senior Notes mature in April 2008 and the 8 7/8%
Senior Notes mature in May 2011.
55
During the third quarter of 2002, the Board of Directors authorized the Company
to expend up to $20,000 for the purchase of its senior notes in private or
public transactions. On October 4, 2002, the Board of Directors increased the
authorization to an aggregate of $50,000. During the nine months ended September
30, 2002, the Company repurchased $14,825 of the 10 1/4% Senior Notes for
$13,397 plus accrued interest, $1,000 of the 7 5/8% Senior Notes for $763 plus
accrued interest and $6,500 of the 8 7/8% Senior Notes for $4,981 plus accrued
interest. The Senior Note purchases include fees associated with these
purchases.
The Company has no special purpose entities or off balance sheet debt, other
than as related to operating leases in the ordinary course of business and the
contingent liability with NBC Sports relating to the Gravity Games, which are
more fully disclosed below. In addition, on a regular basis the Company holds
meetings with its shareholders, bondholders, banks and the rating agencies to
discuss the operating performance of the Company.
The Company is in compliance with the financial and operating covenants of its
financing arrangements. The Company discloses the details of the compliance
calculation to its banks and certain other lending institutions in a timely
manner. To provide greater clarity, as of and for the nine months ended
September 30, 2002, the Company has in addition made information available to
its banks and certain other lending institutions as to the composition of its
intercompany transactions (including licensing and cross promotion) and
Asset-for-Equity transactions.
The Company is herewith providing detailed information and disclosure as to the
methodology used in determining compliance with the leverage test in the credit
agreements. The purpose for providing this information is to provide more
clarity as to the substantial amount of disclosure already provided. Under its
various credit and senior note agreements, the Company is allowed to designate
certain businesses as unrestricted subsidiaries to the extent that the value of
those businesses does not exceed the permitted amounts, as defined in these
agreements. The Company has designated certain of its businesses as unrestricted
(the "Unrestricted Group"), which primarily represent Internet businesses,
trademark and content licensing and service companies, new launches (including
traditional start-ups), other properties under evaluation for turnaround or
shutdown and foreign subsidiaries. Indebtedness under the bank credit facilities
and senior note agreements is guaranteed by each of the Company's domestic
restricted subsidiaries in accordance with the provisions and limitations of the
Company's credit and senior note agreements. The guarantees are full,
unconditional and joint and several. The Unrestricted Group does not guarantee
the bank credit facilities or senior notes, and its results (positive or
negative) are not reflected in the EBITDA of the Restricted Group, as defined in
the Company's credit and senior note agreements for purposes of determining
compliance with certain financial covenants under these agreements. The Company
has established intercompany arrangements that implement transactions, such as
leasing, licensing, sales and related services and cross-promotion, between
restricted and unrestricted subsidiaries, on an arms' length basis and as
permitted by the credit and senior note agreements. These intercompany
arrangements afford strategic benefits across the Company's properties and, in
particular, enable the Unrestricted Group to utilize established brands and
content and promote brand awareness and increase traffic and revenue to the
Company's new media properties. For company-wide consolidated financial
reporting, these intercompany transactions are eliminated in consolidation.
Additionally, the EBITDA of the Restricted Group, as determined in accordance
with these agreements, omits restructuring charges and is adjusted for trailing
four quarters results of acquisitions and divestitures and estimated savings for
acquired businesses.
As calculated per the definition within leverage covenants in the Company's
credit agreement, EBITDA of the Restricted Group (as defined) for the twelve and
three months ended September 30, 2002 was $360,580 and $97,674, respectively.
The EBITDA of the Restricted Group can be derived by adding back the EBITDA loss
of the Unrestricted Group to the EBITDA set forth on the condensed statements of
consolidated operations and adding back the net proforma effect of
acquisitions/divestitures and other adjustments.
The EBITDA set forth on the condensed statements of consolidated operations for
the twelve and three months ended September 30, 2002 was $211,567 and $65,178,
respectively. The EBITDA of the Unrestricted Group for the twelve and three
months ended September 30, 2002 was a loss of $155,662 and $34,996.
56
Adjustments (such as divestitures and non-recurring cash charges), which are
included in the compliance calculations, were ($6,649) for the twelve months
ended September 30, 2002 and ($2,500) for the three months ended September 30,
2002. The EBITDA loss of the Unrestricted Group is comprised of the following
categories in the following percentages for the twelve months ended September
30, 2002: Internet properties 63%; traditional turnaround and start-up
properties 26%; non-core properties 6%; and related overhead and other charges
5%. The EBITDA loss of the Unrestricted Group is comprised of the following
categories in the following percentages for the three months ended September 30,
2002: Internet properties 62%; traditional turnaround and start-up properties
31%; and related overhead and other charges 7%. The majority of the losses on
Internet Properties for the twelve months ended September 30, 2002 relate to
intercompany transactions (including trademark/content licensing and cross
promotion).
The calculation of the Company's leverage ratio, as required under the credit
agreement for covenant purposes, is defined as the Company's consolidated debt
divided by the EBITDA of the Restricted Group. At September 30, 2002, this
leverage ratio was approximately 5.2 to 1, an improvement from the corresponding
ratio at June 30, 2002 of approximately 5.6 to 1.
The contractual obligations of the Company as of September 30, 2002, are as
follows:
LESS THAN AFTER
CONTRACTUAL CASH OBLIGATIONS TOTAL 1 YEAR 1-3 YEARS 4-5 YEARS 5 YEARS
---------------------------- -------------- ----------- ----------- ---------- -----------
Long-term debt.............................. $ 1,840,505 $ 4,250 $ 118,675 $ 357,990 $ 1,359,590
Capital lease obligations................... 25,481 3,632 5,183 3,182 13,484
Operating leases............................ 163,110 35,160 62,517 44,792 20,641
-------------- ----------- ----------- ---------- -----------
Total Contractual Cash Obligations.......... $ 2,029,096 $ 43,042 $ 186,375 $ 405,964 $ 1,393,715
============== =========== =========== ========== ===========
The Company has other commitments in the form of letters of credit of
approximately $19,500 aggregate face value which expire before the end of 2002.
OTHER ARRANGEMENTS
In connection with the About merger, certain senior executives were granted
2,955,450 shares of restricted PRIMEDIA common stock. These shares of restricted
PRIMEDIA common stock, which were valued at $9.50 per share, the closing stock
price on February 28, 2001, vest at a rate of 25% per year and are subject to
the executives' continued employment. Related non-cash compensation of $1,731
and $8,530 was recorded for the nine months ended September 30, 2002 and 2001,
respectively, and $479 and $3,656 was recorded for the three months ended
September 30, 2002 and 2001, respectively. This non-cash compensation reflects
pro rata vesting on a graded basis.
In addition, these senior executives were granted options to purchase 3,482,300
shares of PRIMEDIA common stock at an exercise price of $2.85 per share, equal
to thirty percent of the fair market value per share on that date. These options
vest at a rate of 25% per year and are subject to the executives' continued
employment. Related non-cash compensation of $1,428 and $7,035 was recorded for
the nine months ended September 30, 2002 and 2001, respectively, and $395 and
$3,015 was recorded for the three months ended September 30, 2002 and 2001,
respectively. This non-cash compensation reflects pro rata vesting on a graded
basis. Amounts reflect a 70% market value discount ($6.65 per share) based on a
PRIMEDIA per share market value of $9.50 which was the closing price on February
28, 2001.
Two senior executives of About also entered into share lockup agreements with
the Company, pursuant to which they agreed to specific restrictions regarding
the transferability of their shares of PRIMEDIA common stock issued in the
merger. Under the terms of those agreements, during the first year after the
closing of the merger, the executives could sell a portion
57
of their shares of the Company's common stock, subject to the Company's right of
first refusal with respect to any sale. In the event that the gross proceeds
received on sale were less than $33,125 (assuming all shares are sold), the
Company agreed to pay the executives the amount of such shortfall ("the
Shortfall Payment").
During the third quarter of 2001, one of the executives, who subsequently left
the Company, advised the Company that he was selling 1,429,344 shares of the
Company's common stock in the market. Concurrently therewith, the executive
assigned to a financial institution the right to receive his Shortfall Payment
on that number of shares. The financial institution advised the Company that it
purchased 1,429,344 shares of the Company's common stock in the market. The
financial institution agreed to waive its right to the Shortfall Payment in
exchange for the Company's agreement to make the financial institution whole if
it sells such shares, which it purchased in the market, for proceeds of less
than approximately $23,406. As of March 8, 2002, the financial institution had
sold all of the shares in the open market for proceeds of approximately $3,300.
In April 2002, the Company paid approximately $20,300 to the financial
institution.
SFAS No. 123, "Accounting for Stock Based Compensation," provides for a
fair-value based method of accounting for employee options and measures
compensation expense using an option valuation model that takes into account, as
of the grant date, the exercise price and expected life of the option, the
current price of the underlying stock and its expected volatility, expected
dividends on the stock, and the risk-free interest rate for the expected term of
the option. The Company has elected to continue accounting for employee
stock-based compensation under Accounting Principles Board ("APB") No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. Under
APB No. 25, because the exercise price of the Company's stock options equals the
market price of the underlying stock on the date of grant, no compensation
expense is recognized. Assuming the Company had accounted for the options in
accordance with SFAS 123, the estimated non-cash option expense would have
approximated $27,400 and $8,800 during the nine and three months ended September
30, 2002. As of September 30, 2002, approximately 27% of the stock options
outstanding were granted in connection with the About merger. The options
granted in connection with the About merger replaced options granted to certain
employees of About prior to the merger. Approximately 45% of the About
replacement options will have expired or have been forfeited prior to December
31, 2002, and the majority of the remaining About options are expected to expire
during 2003. We do not expect a material amount of these options to be
exercised, as the various exercise prices of the outstanding options
significantly exceed the current price of the underlying stock.
During the first quarter of 2002, the Board of Directors authorized the exchange
by the Company of up to approximately $100,000 of exchangeable preferred stock.
During May 2002, the Board of Directors increased the authorization to an
aggregate of approximately $165,000 of exchangeable preferred stock. During the
nine months ended September 30, 2002, the Company exchanged $23,013, face value
of Series D Exchangeable Preferred Stock for 4,467,033 shares of common stock,
$22,667, face value of Series F Exchangeable Preferred Stock for 4,385,222
shares of common stock and $29,761, face value of Series H Exchangeable
Preferred Stock for 5,508,050 shares of common stock. The Company expects to
realize approximately $7,000 in annualized cash savings from reduced dividend
payments associated with its exchangeable preferred stock.
FINANCING ARRANGEMENTS - EMAP FINANCING
On August 24, 2001, the Company acquired, by merger, 100% of the outstanding
common stock of the publishing business of EMAP. The strategic acquisition of
EMAP has strengthened the Company's unique mix of category specific endemic
advertising as well as circulation revenue. This acquisition solidified PRIMEDIA
as the leader in the specialty magazine industry in terms of revenue and single
copy sales. The total consideration was $525,000, comprised of $515,000 in cash,
including an estimate of working capital settlements of $10,000 (which is
subject to final settlement), and warrants to acquire 2,000,000 shares of the
Company's common stock at $9 per share. The fair value of the warrants was
approximately $10,000 and was determined using a Black Scholes pricing model.
These warrants expire ten years from the date of issuance.
The Company financed the acquisition of EMAP by (1) issuing 1,000,000 shares of
Series J Convertible Preferred Stock to KKR 1996 Fund (a partnership associated
with Kohlberg Kravis Roberts & Co. L.P., ("KKR") a related party of the
58
Company) for $125,000 and (2) drawing upon its revolving credit facility in an
amount of approximately $265,000. In addition, KKR 1996 Fund purchased from the
Company $125,000 of common stock and Series K Convertible Preferred Stock, both
at a price per share equal to $4.70. This resulted in an additional 10,800,000
shares of common stock and 15,795,745 shares of Series K Convertible Preferred
Stock. On September 27, 2001, all of the issued and outstanding shares of the
Series K Convertible Preferred Stock were, in accordance with their terms,
converted into 15,795,745 shares of the Company's common stock.
The Series J Convertible Preferred Stock is convertible at the option of the
holder after one year from the date of issuance, into approximately 17,900,000
shares of the Company's common stock at a conversion price of $7 per share,
subject to adjustment. Dividends on the Series J Convertible Preferred Stock
accrue at an annual rate of 12.5% and are payable quarterly in-kind. The Company
paid dividends-in-kind (99,733 shares of Series J Convertible Preferred Stock)
valued at $12,466 during the nine months ended September 30, 2002 and (34,272
shares of Series J Convertible Preferred Stock) valued at $4,284 during the
three months ended September 30, 2002. The Company has the option to redeem any
or all of the shares of the Series J Convertible Preferred Stock at any time for
cash at 100% of the liquidation preference of each share being redeemed. On any
dividend payment date, the Company has the option to exchange the Series J
Convertible Preferred Stock into 12.5% Class J Subordinated Notes. The Company's
ability to redeem or exchange the Series J Convertible Preferred Stock into debt
is subject to the approval of a majority of the independent directors.
In connection with the equity financing by KKR 1996 Fund, the Company paid KKR
1996 Fund a commitment fee consisting of warrants to purchase 1,250,000 shares
of common stock ("commitment warrants") of the Company at an exercise price of
$7 per share, subject to adjustment, and a funding fee consisting of warrants to
purchase an additional 2,620,000 shares of the Company's common stock ("funding
warrants") at an exercise price of $7 per share, subject to adjustment. These
warrants may be exercised after the first anniversary of the grant date and
expire on August 24, 2011 or upon a change in control, as defined. In addition,
the Company was required to issue to KKR 1996 Fund additional warrants to
purchase up to 4,000,000 shares of the Company's common stock at an exercise
price of $7 per share, subject to adjustment. The issuance of the additional
4,000,000 warrants was contingent upon the length of time that the Series J
Convertible Preferred Stock was outstanding. As the Series J Convertible
Preferred Stock was outstanding for three, six, nine and twelve months from the
date of issuance, KKR 1996 Fund received the additional warrants to purchase
250,000, 1 million, 1.25 million and 1.5 million shares of common stock,
respectively. The Company ascribed a value of $498, $2,160, $1,988 and $1,743
respectively, to these warrants using the Black Scholes pricing model. These
warrants expire ten years from the date of issuance or upon a change in control.
The 1,250,000 commitment warrants issued to KKR 1996 Fund represent a commitment
fee related to the financing transaction as a whole. The Company valued these
warrants at $5,622 using the Black Scholes pricing model and recorded them as a
component of additional paid-in capital.
The Company attributed the 2,620,000 funding warrants to the issuance of the
Series J Convertible Preferred Stock. The Company valued these warrants at
$9,679 using the Black Scholes pricing model and has accordingly reduced the
face value of the Series J Convertible Preferred Stock. The Company accreted the
difference between the carrying value and the redemption value of the Series J
Convertible Preferred Stock to additional paid in capital using the effective
interest method over a one year period as the earliest date at which the
preferred stock was convertible was one year from the date of issuance. The
accretion was deducted in the calculation of loss applicable to common
shareholders.
All of the above described financing transactions between the Company and KKR
were reviewed by and recommended for approval by a Special Committee of the
Company's Board of Directors, comprised solely of independent directors (neither
employees of the Company nor affiliated with KKR). In connection therewith, the
Special Committee retained its own counsel and investment banker to advise it as
to the financing transactions. Such financing transactions were approved by the
full Board of Directors, following such recommendation.
59
CONTINGENCIES
The Company is involved in ordinary and routine litigation incidental to its
business. In the opinion of management, there is no pending legal proceeding
that would have a material adverse affect on the condensed consolidated
financial statements of the Company.
During 2002, PRIMEDIA contributed the Gravity Games, a product previously
acquired from EMAP, to a limited liability company (the "LLC") formed jointly by
PRIMEDIA and Octagon Marketing and Athlete Representation, Inc., with each party
owning 50%. The LLC has entered into an agreement with NBC Sports, a division of
National Broadcasting Company, Inc., which requires the LLC to pay specified
fees to NBC for certain production services performed by NBC and network air
time provided by NBC, during each of 2002 and 2003. Under the terms of this
agreement and a related guarantee, PRIMEDIA could be responsible for the payment
of a portion of such fees, in the event that the LLC failed to satisfy its
payment obligations to NBC. The maximum amounts for which PRIMEDIA could be
liable would be $1,125 in 2002 and $2,200 in 2003. As these liabilities will be
contingent on the LLC's failure to pay and, in the case of the 2003 liability,
the occurrence of certain other events and existence of certain other
conditions, the Company has not recorded a liability on the accompanying
condensed consolidated balance sheet as of September 30, 2002; however, the
asset representing the Company's 50% investment in the LLC as well as the
Company's share of the LLC's losses are reflected in the Company's condensed
consolidated financial statements. The Company's investment in the LLC ($2,269)
is reflected as a component of other investments on the accompanying condensed
consolidated balance sheet at September 30, 2002. The Company's share of the
LLC's losses ($184) is reflected as a component of other, net on the
accompanying condensed statements of consolidated operations for the nine months
ended September 30, 2002.
As of and for the nine months ended September 30, 2002, no officers or directors
of the Company have been granted loans by the Company, nor has the Company
guaranteed any obligations of such persons.
RISK FACTORS
Management's concerns remain consistent with and should be read in conjunction
with the Risk Factors section of the Company's Annual Report on Form 10-K for
the year ended December 31, 2001. Such risk factors could cause actual results
to differ materially from the results contemplated by the forward looking
statements contained in the Annual Report on Form 10-K for the year ended
December 31, 2001.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
During the last twelve calendar months, there were no significant changes
related to the Company's critical accounting policies and estimates.
PROVISION FOR SEVERANCE, CLOSURES AND RESTRUCTURING RELATED COSTS
During 2001 and 2000, the Company implemented plans to integrate the operations
of the Company and consolidate many back office functions. The Company expects
that these plans will continue to result in future savings. All restructuring
related charges were expensed as incurred.
During 2002, the Company announced additional cost initiatives that would
continue to implement and expand upon the cost initiatives enacted during 2001
and 2000.
60
Details of the initiatives implemented and the payments made in furtherance of
these plans during the nine-month periods ended September 30, 2002 and 2001 are
presented in the following tables:
NET PROVISION PAYMENTS
FOR THE DURING THE
NINE MONTHS NINE MONTHS
ENDED ENDED LIABILITY AS OF
LIABILITY AS OF SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
JANUARY 1, 2002 2002 2002 2002
--------------------- --------------------- -------------------- ---------------------
Severance and
closures:
Employee-related
termination costs. $ 9,043 $ 6,052 $ (8,435) $ 6,660
Termination of
contracts........... 2,318 (137) (1,348) 833
Termination of
leases related to
office closures..... 13,037 20,570 (7,056) 26,551
--------------------- --------------------- -------------------- ---------------------
24,398 26,485 (16,839) 34,044
--------------------- --------------------- -------------------- ---------------------
Restructuring
related:
Relocation and
other employee
costs............... - 765 (765) -
--------------------- --------------------- -------------------- ---------------------
- 765 (765) -
--------------------- --------------------- -------------------- ---------------------
Total severance,
closures and
restructuring
related costs....... $ 24,398 $ 27,250 $ (17,604) $ 34,044
===================== ===================== ==================== =====================
61
NET PROVISION PAYMENTS
FOR THE DURING THE
NINE MONTHS NINE MONTHS
ENDED ENDED LIABILITY AS OF
LIABILITY AS OF SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
JANUARY 1, 2002 2002 2002 2002
--------------------- --------------------- -------------------- ---------------------
Severance and
closures:
Employee related
termination costs..... $ 7,063 $ 15,776 $ (11,619) $ 11,220
Termination of
contracts............. 1,519 3,326 (1,644) 3,201
Termination of
leases related to
office closures....... 1,634 3,434 (464) 4,604
Other................. 213 - (97) 116
--------------------- --------------------- -------------------- ---------------------
10,429 22,536 (13,824) 19,141
--------------------- --------------------- -------------------- ---------------------
Restructuring related:
Consulting services... 498 2,627 (3,125) -
Relocation and
other employee
costs................. 462 2,972 (3,430) 4
--------------------- --------------------- -------------------- ---------------------
960 5,599 (6,555) 4
--------------------- --------------------- -------------------- ---------------------
Total severance,
closures and
restructuring related
costs................. $ 11,389 $ 28,135 $ (20,379) $ 19,145
===================== ===================== ==================== =====================
For the nine months ended September 30, 2001, $6,477 of additional restructuring
related costs are included in general and administrative expenses on the
accompanying condensed consolidated statement of operations.
The remaining costs, comprised primarily of real estate lease commitments for
space that the Company no longer occupies, are expected to be paid through 2015.
To reduce the lease related costs, the Company is aggressively pursuing
subleases of its available office space. During the fourth quarter of 2002,
the Company will reevaluate real estate market conditions and will adjust its
provision accordingly.
As a result of the implementation of these plans, the Company has closed and
consolidated in excess of twenty office locations and has notified a total of
1,665 individuals that they would be terminated under these plans, of which 345
and 75 individuals were notified during the nine and three month periods ended
September 30, 2002, respectively. As of September 30, 2002, all of those
individuals have been terminated.
The Company expects to realize sufficient savings from its plans to integrate
the operations of the Company and to recover the costs associated with these
plans, related to employee termination costs, within approximately a one-year
period. Savings from terminations of contract and lease costs will be realized
over the estimated life of the contract or lease.
62
The liabilities representing the provision for severance, closures and
restructuring related costs are included in accrued expenses and other on the
condensed consolidated balance sheets as of their respective dates. The
provision for severance, closures and restructuring related costs is omitted
from the Company's calculation of EBITDA, as defined in the Company's Credit and
Senior Note agreements.
RECENT ACCOUNTING PRONOUNCEMENTS
In April 2001, the Emerging Issues Task Force ("EITF") issued Consensus No.
00-25 "Vendor Income Statement Characterization of Consideration Paid to a
Reseller of the Vendor's Products," which addresses whether consideration from a
vendor to a reseller of the vendor's products is an adjustment to the selling
price or the cost of the product. This issue was further addressed by EITF
Consensus No. 01-9, "Accounting for Consideration Given by a Vendor to a
Customer (Including a Reseller of the Vendor's Products)," issued in September
2001. The Company adopted EITF 00-25 and EITF 01-9 effective January 1, 2002.
The adoption of EITF 00-25 and EITF 01-9 resulted in a net reclassification of
product placement costs, relating to single copy sales, previously classified as
distribution, circulation and fulfillment expense on the accompanying condensed
statements of consolidated operations, to reductions of sales from such
activities. The change in classifications is industry-wide and had no impact on
the Company's results of operations, cash flows or financial position. The
reclassification resulted in a net decrease in sales and a corresponding
decrease in operating expenses of $15,503 and $5,833 for the nine and three
months ended September 30, 2001, respectively.
In July 2001, the Financial Accounting Standards Board ("FASB") issued two new
statements, Statement of Financial Accounting Standards ("SFAS") No.141,
"Business Combinations," and SFAS No.142, "Goodwill and Other Intangible
Assets". SFAS No. 141 requires that the purchase method be used for all business
combinations initiated after June 30, 2001 and prohibits the use of the pooling
of interest method. SFAS No.142 changes the method by which companies may
recognize intangible assets in purchase business combinations and generally
requires identifiable intangible assets to be recognized separately from
goodwill. In addition, it eliminates the amortization of all existing and newly
acquired goodwill and indefinite lived intangible assets on a prospective basis
and requires companies to assess goodwill and indefinite lived intangible assets
for impairment, at least annually.
During 2001, the Company adopted SFAS 141 and certain provisions of SFAS 142 in
connection with the EMAP Inc. ("EMAP") acquisition as required by the
statements. The goodwill and indefinite lived intangible assets related to the
acquisition of EMAP have not and will not be amortized. The other identifiable
intangible assets are being amortized over a five to ten year useful life.
On January 1, 2002, the Company adopted SFAS 142 for all remaining goodwill and
indefinite lived intangible assets. Upon adoption, the Company ceased the
amortization of goodwill and indefinite lived intangible assets, which consist
primarily of trademarks. All of the Company's other intangible assets are
subject to amortization.
As required by SFAS 142, the Company reviewed its indefinite lived intangible
assets (primarily trademarks) for impairment as of January 1, 2002 using a
relief from royalty valuation model and determined that certain indefinite lived
intangible assets were impaired. As a result, the Company recorded an impairment
charge within cumulative effect of a change in accounting principle of $21,535
($0.08 per share) during the first quarter of 2002. The impairment of $21,535
referred to above relates to the Consumer segment.
During the second quarter of 2002, the Company completed its assessment of
whether there was an indication that goodwill was impaired at any of its eight
identified reporting units (step one). Step one of the transitional impairment
test uses a fair value methodology, which differs from the undiscounted cash
flow methodology that continues to be used for intangible assets with an
identifiable life. Based on the results of step one of the transitional
impairment test, the Company identified two reporting units in the Consumer
segment and one reporting unit in the Business-to-Business segment for which the
63
carrying values exceeded the fair values at January 1, 2002, indicating a
potential impairment of goodwill in those individual reporting units.
During the third quarter of 2002, the Company completed step two of the
transitional impairment test for the reporting units in which an indication of
goodwill impairment existed. The Company determined the implied fair value of
each of its reporting units, principally using a discounted cash flow analysis
and compared such values to the respective reporting units' carrying amounts.
This evaluation indicated that goodwill associated with two reporting units in
the Consumer segment and one reporting unit in the Business-to-Business segment
were impaired as of January 1, 2002. As a result, the Company recorded an
impairment charge within cumulative effect of a change in accounting principle
of $329,659 ($1.31 per share) as of January 1, 2002 related to the impairment of
goodwill. In connection with step two of the SFAS 142 implementation as it
relates to goodwill, the Company reassessed its trademark valuation as of
January 1, 2002 and recorded an additional $37,314 ($0.15 per share) impairment
and has included such impairment in the cumulative effect of change in
accounting principle. Of the impairment of $37,314 referred to above, $23,703
related to the Consumer segment and $13,611 related to the Business-to-Business
segment. Previously issued financial statements as of March 31, 2002 and for the
three months then ended have been restated to reflect the cumulative effect of
this accounting change which totaled $388,508.
The Company's SFAS 142 evaluation, including the reassessment of its trademark
valuation, was performed by an independent valuation firm, utilizing reasonable
and supportable assumptions and projections and reflects management's best
estimate of projected future cash flows. The Company's discounted cash flow
evaluation used a range of discount rates that represented the Company's
weighted-average cost of capital and included an evaluation of other companies
in each reporting unit's industry. The assumptions utilized by the Company in
the evaluation are consistent with those utilized in the Company's annual
planning process. If the assumptions and estimates underlying this goodwill
impairment evaluation are not achieved, the ultimate amount of the goodwill
impairment could be adversely affected. Subsequent impairments, if any, will be
classified as an operating expense. Future impairment tests will be performed at
least annually in conjunction with the Company's annual budgeting and
forecasting process. The first of these subsequent impairment tests will be
performed in the fourth quarter of 2002 and the Company expects to record an
additional impairment charge.
Historically, the Company did not need a valuation allowance for the portion of
the net operating losses equal to the amount of tax-deductible goodwill and
trademark amortization expected to occur during the carryforward period of the
net operating losses based on the timing of the reversal of these taxable
temporary differences. As a result of the adoption of SFAS 142, the reversal
will not occur during the carryforward period of the net operating losses.
Therefore, the Company recorded a non-cash deferred income tax expense of
approximately $52,000 on January 1, 2002 and $16,500 and $4,000 during the nine
and three months ended September 30, 2002, respectively, each of which would not
have been required prior to the adoption of SFAS 142. The non-cash charge
recorded to increase the valuation allowance was reduced by $23,000 during the
third quarter as a result of the impairment of goodwill and certain indefinite
lived intangible assets discussed above.
In addition, since amortization of tax-deductible goodwill and trademarks ceased
on January 1, 2002, the Company will have deferred tax liabilities that will
arise each quarter because the taxable temporary differences related to the
amortization of these assets will not reverse prior to the expiration period of
the Company's deductible temporary differences unless the related assets are
sold or an impairment of the assets is recorded. The Company expects that it
will record an additional $4,000 to increase the valuation allowance during the
remaining three months of 2002.
The independent valuation reports received in connection with step two of the
SFAS 142 impairment test completed during the third quarter indicated that the
carrying value of certain finite-lived assets might not be recoverable.
Accordingly, impairment testing under SFAS 144 was undertaken, resulting in an
impairment charge of $15,199 ($11,141 and $4,058 in the Consumer and
Business-to-Business segments, respectively). These charges are included in
depreciation of property and equipment ($2,235) and amortization of intangible
assets, goodwill and other ($12,964) in the accompanying condensed statements of
consolidated operations for the nine and three months ended September 30, 2002.
64
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations". The standard requires entities to record the fair value of a
liability for an asset retirement obligation in the period in which it is
incurred. When the liability is initially recorded, the entity capitalizes a
cost by increasing the carrying amount of the related long-lived asset. Over
time, the liability is accreted to its present value each period, and the
capitalized cost is depreciated over the useful life of the related asset. Upon
settlement of the liability, an entity either settles the obligation for its
recorded amount or incurs a gain or loss upon settlement. The standard is
effective for the Company beginning January 1, 2003. The adoption of SFAS 143 is
not expected to have a material impact on the Company's results of operations or
financial position.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which superseded SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of". This statement also supersedes accounting and reporting provisions of
Accounting Principles Board ("APB") Opinion 30, "Reporting the Results of
Operations--Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions,"
relating to the disposal of a segment of a business. SFAS No. 121 did not
address the accounting for business segments accounted for as discontinued
operations under APB Opinion 30 and therefore two accounting models existed for
long-lived assets to be disposed of. SFAS No. 144 established one accounting
model for long-lived assets to be held and used, long-lived assets (including
those accounted for as a discontinued operation) to be disposed of by sale and
long-lived assets to be disposed of other than by sale, and resolved certain
implementation issues related to SFAS No. 121. The Company adopted SFAS No. 144
on January 1, 2002, and as a result, the results of the Modern Bride Group which
consists of MODERN BRIDE plus 16 regional bridal magazines, ExitInfo, CHICAGO,
HORTICULTURE and DOLL READER were recorded as discontinued operations for the
periods prior to their respective divestiture dates. Discontinued operations
includes sales of $28,590 and $61,364 and income of $35,906 (including a gain on
sale of $38,210) and $2,586 for the nine months ended September 30, 2002 and
2001, respectively, and sales of $4,675 and $16,185 and income (loss) of $26,755
(including a gain on sale of $27,631) and $(1,989) for the three months ended
September 30, 2002 and 2001, respectively. The discontinued operations include
expenses related to certain centralized functions that are shared by multiple
titles, such as production, circulation, advertising, human resource and
information technology costs but exclude general overhead costs. These costs
were allocated to the discontinued entities based upon relative revenues for the
related periods. The allocation methodology is consistent with that used across
the Company. These allocations amounted to $865 and $2,322 for the nine months
ended September 30, 2002 and 2001, respectively, and $100 and $775 for the three
months ended September 30, 2002 and 2001, respectively. No tax provision was
associated with the discontinued operations.
In April 2002, the FASB issued SFAS. 145, "Rescission of FASB Statements Nos. 4,
44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections." For
most companies, SFAS 145 will require gains and losses on extinguishments of
debt to be classified within income or loss from continuing operations rather
than as extraordinary items as previously required under SFAS 4, "Reporting
Gains and Losses from Extinguishment of Debt an amendment of APB Opinion No.
30." Extraordinary treatment will be required for certain extinguishments as
provided under APB Opinion No. 30. The Company has early adopted SFAS 145 in
accordance with the provisions of the statement. Accordingly, during the three
months ended September 30, 2002, the Company recorded a gain in other expense of
$3,093 related to the repurchase and retirement of $22,325 of the Company's
notes at a discount.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 will supersede EITF Consensus
No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)". SFAS No. 146 will affect the timing of the recognition of costs
associated with an exit or disposal plan by requiring them to be recognized when
incurred rather than at the date of a commitment to exit or disposal plan and
will affect the classification of restructuring costs on the consolidated
statements of operations. SFAS No. 146 is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002.
RECENT DEVELOPMENTS
65
On October 7, 2002, the KKR Fund, ABBRA III LLC paid $13,885 for 383,574 shares
of 8.625% Series H Exchangeable Preferred Stock. On November 5, 2002, ABBRA III
LLC paid $1,527 for 44,000 shares of 8.625% Series H Exchangable Preferred
Stock. These purchases bring its ownership of that series of preferred stock to
1,070,871 shares.
On October 7, 2002, the KKR Fund, ABBRA III LLC paid $11,755 for 324,713 shares
of 9.20% Series F Exchangeable Preferred Stock to bring its ownership of that
series of preferred stock to 551,963 shares.
On October 7, 2002, the KKR Fund, ABBRA III LLC paid $5,081 for 140,357 shares
of 10.00% Series D Exchangeable Preferred Stock to bring its ownership of that
series of preferred stock to 559,363 shares.
Through November 13, 2002, the KKR Fund has purchased $111,487 face value of
8.625% Series H Exchangeable Preferred Stock for $37,621, $55,196 face value
of 9.20% Series F Exchangeable Preferred Stock for $18,946 and $55,936 of
10.00% Series D Exchangeable Preferred Stock for $19,818.
Subsequent to September 30, 2002, the Company purchased on the open market, in
multiple transactions; $1,000 of the 10 1/4% Senior Notes for cash of $903, plus
accrued interest, $5,500 of the 8 7/8% Senior Notes for cash of $4,893, plus
accrued interest, $8,500 of the 8 1/2% Senior Notes for cash of $7,839, plus
accrued interest and $7,500 of the 7 5/8% Senior Notes for cash of $6,613, plus
accrued interest. The Company has the authority to expend up to $50,000 for the
purchase of its senior notes, in private or public transactions. Through
November 13, 2002, the Company has expended $39,389, including fees associated
with the above mentioned purchases, to repurchase $44,825 of face value of
the Senior Notes.
On November 4, 2002, the Company entered into a definitive agreement to sell its
American Baby Group for total cash consideration of $115,000 to Meredith
Corporation. Proceeds from the sale are expected to exceed its net carrying
value and will likely be used to pay-down borrowings under the credit
facilities. In accordance with SFAS 144, the operating results of the American
Baby Group will be reclassified to discontinued operations effective during the
fourth quarter of 2002.
The following tables represent reported sales, net and reported EBITDA for the
nine and three months ended September 30, 2002 and 2001, adjusted for the
divestiture of the American Baby Group.
Nine months ended Three months ended
September 30, September 30,
2002 2001 2002 2001
------------ ------------ --------------- -------------
Sales, net (as reported) $ 1,219,817 $ 1,214,039 $ 399,960 $ 396,605
Effect of the sale of the
American Baby Group (42,433) (47,429) (13,777) (15,125)
------------ ------------ --------------- -------------
Sales, net (as restated) $ 1,177,384 $ 1,166,610 $ 386,183 $ 381,480
============ ============ =============== =============
Nine months ended Three months ended
September 30, September 30,
2002 2001 2002 2001
------------ ------------- --------------- -------------
EBITDA (as reported) $ 158,705 $ 107,883 $ 65,178 $ 28,500
Effect of the sale of the
American Baby Group(1) (7,371) (2,475) (3,806) (20)
------------ ------------- --------------- -------------
EBITDA (as restated) $ 151,334 $ 105,408 $ 61,372 $ 28,480
============ ============= =============== =============
66
(1) Includes expenses related to certain centralized functions that are shared
by multiple titles, such as production, circulation, advertising, human resource
and information technology costs but exclude general overhead costs.
IMPACT OF INFLATION AND OTHER COSTS
The impact of inflation was immaterial during 2001 and through the first nine
months of 2002. Postage for product distribution and direct mail solicitations
is a significant expense of the Company. The Company uses the U.S. Postal
Service for distribution of many of its products and marketing materials.
Postage rates increased approximately 10% in January 2001, approximately 3% in
July 2001 and approximately 12% effective June 30, 2002. In the past, the
effects of inflation on operating expenses have substantially been offset by
PRIMEDIA's ability to increase selling prices. No assurances can be given that
the Company can pass such cost increases through to its customers. In addition
to pricing actions, the Company is continuing to examine all aspects of the
manufacturing and purchasing processes to identify ways to offset some of these
price increases. The Company's paper expense decreased approximately 20% during
the first nine months of 2002 compared to 2001. In the first nine months of
2002, paper costs represented approximately 5.6% of the Company's total
operating costs and expenses. This decrease is a function of a softening in
paper prices and decreased paper consumption through improved distribution and
enhanced controls surrounding paper purchases and usage by the Company.
SEASONALITY
The Company's operations are seasonal in nature. Operating results have
historically been stronger in the second half of the year. The fourth quarter
results have typically been approximately 50% stronger than those of the third
quarter. The seasonality of the Company's business reflects (i) the relationship
between advertising purchases and the retail and academic cycles and (ii)
subscription promotions and the holiday season. This seasonality causes, and
will likely continue to cause, a variation in the Company's quarterly operating
results.
FORWARD-LOOKING INFORMATION
This report contains certain forward-looking statements concerning the Company's
operations, economic performance and financial condition. These statements are
based upon a number of assumptions and estimates, which are inherently subject
to uncertainties and contingencies, many of which are beyond the control of the
Company, and reflect future business decisions, which are subject to change.
Some of the assumptions may not materialize and unanticipated events will occur
which can affect the Company's results.
67
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
During the first nine months of 2002, there were no significant changes related
to the Company's market risk exposure.
68
PART II OTHER INFORMATION
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(c) During the nine months ended September 30, 2002, the Company issued
14,360,305 unregistered shares of Company common stock in exchange
for outstanding Company preferred shares in reliance on Section
3(a)(9) of the Securities Act of 1933 as amended.
Item 4. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
a) Our chief executive officer ("CEO") and chief financial officer
("CFO") are responsible for and have established, and maintained
Disclosure Controls and Procedures, as well as evaluated the
effectiveness of those controls and procedures as of a date within
90 days prior to the filing date of this report (the "Evaluation
Date").
In discharging these responsibilities, among other actions, the CEO
and the CFO have caused the Company to do the following:
- Required that the Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 adapted to their particular
responsibilities be signed by key senior operating executives
and financial executives responsible for the various
operations of the Company (aggregating over 50 key
executives).
- Distributed an updated version of the Primedia Financial
Policies to the business units to ensure compliance with
internal policies, as well as generally accepted accounting
principles.
- Distributed a Section 302 Certification Diagnostics Form to be
followed and completed by the Company's operating units which
is designed to help ensure that the appropriate control
processes are in place to support the CEO's and CFO's
disclosure controls certification responsibilities.
- Distributed Disclosure Controls and Procedures Guidelines to
ensure that the Company has effective mechanisms for the
timely collection, analysis, and dissemination of material
information.
- Established, in accordance with SEC regulations, a Disclosure
Committee consisting of five senior executives of the Company
whose charge is to ensure that disclosure issues are
identified and communicated to the Disclosure Committee.
- Proposed a draft of a Code of Business Conduct and Ethics for
the Company which establishes guidelines for all of the
Company's employees to follow to ensure core values of
honesty, ethical business practice, and full disclosure which
has been
69
distributed to the fifty key executives required to sign
certifications. Once approved by the Company's Board of
Directors, the policy will be distributed to all employees.
Based upon the above policies and procedures that are in place within the
Company, the CEO and CFO have concluded that (i) as of the Evaluation Date
the Disclosure Controls and Procedures are effective in ensuring that all
material information required to be filed in this quarterly report has been
made known to them in a timely fashion, and (ii) there were no significant
changes in our internal controls or, in other factors that could
significantly affect our disclosure controls and procedures subsequent to
the Evaluation Date.
70
Item 5. OTHER INFORMATION
The following tables represent the effects on sales, net and EBITDA from the
divestiture of CHICAGO, HORTICULTURE and DOLL READER.
FIRST SECOND THIRD FOURTH FIRST SECOND
QUARTER QUARTER QUARTER QUARTER FULL YEAR QUARTER QUARTER
2001 2001 2001 2001 2001 2002 2002
----------- ------------ ----------- ----------- ------------- ----------- ----------
Sales, net (as reported)(1) $ 411,028 $ 419,904 $ 403,401 $ 425,413 $ 1,659,746 $ 407,639 $ 422,553
Effect of the sale of divested
entities(2) (6,384) (7,114) (6,796) (5,073) (25,367) (4,657) (5,678)
----------- ------------ ----------- ----------- ------------- ----------- ----------
Sales, net (as restated) 404,644 412,790 396,605 420,340 1,634,379 402,982 416,875
Non-Core sales, net (as reported) 21,387 17,471 18,593 16,089 73,540 10,974 2,517
----------- ------------ ----------- ----------- ------------- ----------- ----------
Sales, net from Continuing Businesses
(as restated) $ 383,257 $ 395,319 $ 378,012 $ 404,251 $ 1,560,839 $ 392,008 $ 414,358
=========== ============ =========== =========== ============= =========== ==========
FIRST SECOND THIRD FOURTH FULL FIRST SECOND
QUARTER QUARTER QUARTER QUARTER FULL YEAR QUARTER QUARTER
2001 2001 2001 2001 2001 2002 2002
----------- ------------ ----------- ----------- ------------- ----------- ----------
EBITDA (as
reported)(1)(3) $ 36,101 $ 44,503 $ 29,569 $ 52,949 $ 163,122 $ 29,915 $ 63,742
Effect of the sale of
divested entities (2)(3) (208) (1,013) (1,069) (87) (2,377) 684 (814)
----------- ------------ ----------- ----------- ------------- ----------- ----------
EBITDA (as restated) 35,893 43,490 28,500 52,862 160,745 30,599 62,928
Non-Core EBITDA (as reported)
(11,521) (6,847) (5,349) (4,620) (28,337) (1,873) (1,380)
----------- ------------ ----------- ----------- ------------- ----------- ----------
EBITDA from Continuing
Businesses (as restated) $ 47,414 $ 50,337 $ 33,849 $ 57,482 $ 189,082 $ 32,472 $ 64,308
=========== ============ =========== =========== ============= =========== ==========
(1) As reported in the June 2002 Form 10-Q, which has been reclassified to
exclude the results of the Modern Bride Group and ExitInfo and
reflects the netting of product placement costs against reported
sales, net in accordance with new accounting standards.
(2) Includes the impact of approximately $300 from assets-for-equity
transactions for the year ended December 31, 2001.
(3) The discontinued operations include expenses related to certain
centralized functions that are shared by multiple titles, such as
production, circulation, advertising, human resource and information
technology costs but exclude general overhead costs.
71
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
+10.1 -- Incentive and Performance Stock Option Agreement under the 1992
PRIMEDIA Inc. Stock Purchase and Option Plan, as amended, dated
July 1, 2002 between PRIMEDIA Inc. and David Ferm. (*)
99.1 -- Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Thomas
S. Rogers. (*)
99.2 -- Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, signed by
Lawrence R. Rutkowski. (*)
----------
+ Executive contract or compensation plan or arrangement.
(*) Filed herewith
(b) Reports on Form 8-K
On August 14, 2002, PRIMEDIA Inc. filed its Current Report on Form 8-K to comply
with the disclosure requirements of Regulation FD. In this Current Report, the
Company disclosed that on August 14, 2002, Thomas S. Rogers, Chairman and Chief
Executive Officer and Lawrence R. Rutkowski, Executive Vice President and Chief
Financial Officer delivered to the Securities and Exchange Commission pursuant
to Securities and Exchange Commission Order No. 4-460, their Certifications
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
72
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, 2002 /s/ Thomas S. Rogers
-----------------------------------------------------
(Signature)
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: November 14, 2002 /s/ Lawrence R. Rutkowski
-----------------------------------------------------
(Signature)
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
73
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Thomas S. Rogers, Chairman and Chief Executive Officer of the Company,
certify that:
1. I have reviewed this quarterly report on Form 10-Q of PRIMEDIA Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
74
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
/s/ Thomas S. Rogers
Thomas S. Rogers
Chairman and Chief Executive Officer
November 14, 2002
75
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Lawrence R. Rutkowski, Executive Vice President and Chief Financial Officer
of the Company, certify that:
1. I have reviewed this quarterly report on Form 10-Q of PRIMEDIA Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process,
76
summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
/s/ Lawrence R. Rutkowski
Lawrence R. Rutkowski
Executive Vice President and Chief Financial Officer
November 14, 2002