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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.

For Quarter Ended: June 30, 2003

Commission file number: 1-11106

PRIMEDIA Inc.
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of
incorporation or organization)
  13-3647573
(I.R.S. Employer
Identification No.)

745 Fifth Avenue, New York, New York
(Address of principal executive offices)

 

10151
(Zip Code)

Registrant's telephone number, including area code (212) 745-0100

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Yes    ý            No    o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes  ý            No  o

        Number of shares of common stock, par value $.01 per share, of PRIMEDIA Inc. outstanding as of July 31, 2003: 259,604,498.





PRIMEDIA Inc.
INDEX

 
   
  Page
Part I.    Financial Information:    
 
Item 1.

 

Financial Statements

 

 

 

 

Condensed Consolidated Balance Sheets as of June 30, 2003 (Unaudited) and December 31, 2002

 

2

 

 

Condensed Statements of Consolidated Operations (Unaudited) for the six months ended June 30, 2003 and 2002

 

3

 

 

Condensed Statements of Consolidated Operations (Unaudited) for the three months ended June 30, 2003 and 2002

 

4

 

 

Condensed Statements of Consolidated Cash Flows (Unaudited) for the six months ended June 30, 2003 and 2002

 

5

 

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

6-34
 
Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

35
 
Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

58
 
Item 4.

 

Controls and Procedures

 

58

Part II.    Other Information:

 

 
 
Item 2.

 

Changes in Securities and Use of Proceeds

 

59
 
Item 4.

 

Submission of Matters to a Vote of Security Holders

 

59
 
Item 5.

 

Other Information

 

59
 
Item 6.

 

Exhibits and Reports on Form 8-K

 

60

Signatures

 

61

Exhibit Index

 

62


PRIMEDIA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 
  June 30, 2003
(Unaudited)

  December 31,
2002

 
 
  (dollars in thousands, except per share amounts)

 
ASSETS              
Current assets:              
  Cash and cash equivalents   $ 23,575   $ 18,553  
  Accounts receivable, net     184,305     219,177  
  Inventories, net     24,501     24,321  
  Prepaid expenses and other     45,004     42,620  
   
 
 
    Total current assets     277,385     304,671  
Property and equipment, net     116,333     127,950  
Other intangible assets, net     299,635     351,021  
Goodwill, net     945,751     972,539  
Other investments     5,305     21,268  
Other non-current assets     54,588     58,171  
   
 
 
    $ 1,698,997   $ 1,835,620  
   
 
 
LIABILITIES AND SHAREHOLDERS' DEFICIENCY              
Current liabilities:              
  Accounts payable   $ 78,723   $ 109,911  
  Accrued interest payable     17,003     25,835  
  Accrued expenses and other     214,903     224,423  
  Deferred revenues     163,770     185,121  
  Current maturities of long-term debt     7,464     7,661  
   
 
 
    Total current liabilities     481,863     552,951  
   
 
 
Long-term debt     1,625,309     1,727,677  
   
 
 
Deferred revenues     35,255     41,466  
   
 
 
Deferred income taxes     56,150     49,500  
   
 
 
Other non-current liabilities     25,823     23,359  
   
 
 
Exchangeable preferred stock (aggregate liquidation and redemption value of $477,059 and $493,409 at June 30, 2003 and December 31, 2002, respectively)     469,093     484,465  
   
 
 
Shareholders' deficiency:              
  Series J convertible preferred stock ($.01 par value, 1,240,359 shares and 1,166,324 shares issued and outstanding, aggregate liquidation and redemption values of $155,045 and $145,791 at June 30, 2003 and December 31, 2002, respectively)     154,692     145,351  
  Common stock ($.01 par value, 350,000,000 shares authorized at June 30, 2003 and December 31, 2002 and 267,946,496 and 267,505,223 shares issued at June 30, 2003 and December 31, 2002, respectively)     2,679     2,675  
  Additional paid-in capital (including warrants of $31,690 at June 30, 2003 and December 31, 2002)     2,336,989     2,336,091  
  Accumulated deficit     (3,408,083 )   (3,445,083 )
  Accumulated other comprehensive loss     (223 )   (247 )
  Unearned compensation     (2,988 )   (4,730 )
  Common stock in treasury, at cost (8,610,491 shares and 8,639,775 shares at June 30, 2003 and December 31, 2002, respectively)     (77,562 )   (77,855 )
   
 
 
    Total shareholders' deficiency     (994,496 )   (1,043,798 )
   
 
 
    $ 1,698,997   $ 1,835,620  
   
 
 

See notes to condensed consolidated financial statements (unaudited).

2



PRIMEDIA INC. AND SUBSIDIARIES

CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)

 
  Six Months Ended June 30,
 
 
  2003
  2002
 
 
  (dollars in thousands, except per share amounts)

 
Sales, net   $ 716,430   $ 751,077  

Operating costs and expenses:

 

 

 

 

 

 

 
  Cost of goods sold     158,976     177,799  
  Marketing and selling     153,720     165,647  
  Distribution, circulation and fulfillment     120,363     127,813  
  Editorial     62,121     68,920  
  Other general expenses     98,832     106,452  
  Corporate administrative expenses (excluding $2,023 and $7,746 of non-cash compensation and non-recurring charges in 2003 and 2002, respectively)     14,053     16,452  
  Depreciation of property and equipment     27,304     30,905  
  Amortization of intangible assets and other (including $4,844 of provision for impairments in 2002)     20,698     38,715  
  Severance related to separated senior executives     5,576      
  Non-cash compensation and non-recurring charges     2,023     7,746  
  Provision for severance, closures and restructuring related costs     3,746     25,093  
  Loss on sale of businesses and other, net     1,502     2,131  
   
 
 
Operating income (loss)     47,516     (16,596 )

Other expense:

 

 

 

 

 

 

 
  Provision for impairment of investments     (7,727 )   (7,557 )
  Interest expense     (65,209 )   (71,810 )
  Amortization of deferred financing costs     (1,244 )   (1,722 )
  Other, net     (3,999 )   (1,682 )
   
 
 
Loss from continuing operations before income tax expense     (30,663 )   (99,367 )
Income tax expense     (7,051 )   (64,487 )
   
 
 
Loss from continuing operations     (37,714 )   (163,854 )

Discontinued operations (including gain on sales of businesses, net of tax of $102,770 and $10,579 in 2003 and 2002, respectively)

 

 

106,371

 

 

11,460

 

Cumulative effect of a change in accounting principle (from the adoption of Statement of Financial Accounting Standards No. 142)

 

 


 

 

(388,508

)
   
 
 
Net income (loss)     68,657     (540,902 )

Preferred stock dividends and related accretion, net (including $944 and $28,301 gain on exchange of exchangeable preferred stock in 2003 and 2002, respectively)

 

 

(32,011

)

 

(15,952

)
   
 
 
Income (loss) applicable to common shareholders   $ 36,646   $ (556,854 )
   
 
 
Per common share:              
  Loss from continuing operations   $ (0.27 ) $ (0.72 )
  Discontinued operations     0.41     0.05  
  Cumulative effect of a change in accounting principle         (1.56 )
   
 
 
  Basic and diluted income (loss) applicable to common shareholders   $ 0.14   $ (2.23 )
   
 
 
Basic and diluted common shares outstanding     258,945,403     249,349,254  
   
 
 

See notes to condensed consolidated financial statements (unaudited).

3



PRIMEDIA INC. AND SUBSIDIARIES

CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)

 
  Three Months Ended June 30,
 
 
  2003
  2002
 
 
  (dollars in thousands, except per share amounts)

 
Sales, net   $ 364,936   $ 386,732  
Operating costs and expenses:              
  Cost of goods sold     79,540     91,162  
  Marketing and selling     72,273     77,422  
  Distribution, circulation and fulfillment     59,465     63,069  
  Editorial     30,306     33,149  
  Other general expenses     50,027     52,955  
  Corporate administrative expenses (excluding $777 and $2,061 of non-cash compensation and non-recurring charges in 2003 and 2002, respectively)     6,672     8,090  
  Depreciation of property and equipment     14,785     16,490  
  Amortization of intangible assets and other     9,967     16,324  
  Severance related to separated senior executives     5,576      
  Non-cash compensation and non-recurring charges     777     2,061  
  Provision for severance, closures and restructuring related costs     2,356     14,562  
  Loss on sale of businesses and other, net     1,114     2,686  
   
 
 
Operating income     32,078     8,762  

Other income (expense):

 

 

 

 

 

 

 
  Provision for impairment of investments     (7,727 )   (4,098 )
  Interest expense     (31,752 )   (36,244 )
  Amortization of deferred financing costs     (503 )   (772 )
  Other, net     (3,396 )   169  
   
 
 
Loss from continuing operations before income tax expense     (11,300 )   (32,183 )
Income tax expense     (3,333 )   (6,500 )
   
 
 
Loss from continuing operations     (14,633 )   (38,683 )

Discontinued operations (including gain on sales of businesses, net of tax of $103,748 and $4,069 in 2003 and 2002, respectively)

 

 

103,537

 

 

4,287

 
   
 
 
Net income (loss)     88,904     (34,396 )

Preferred stock dividends and related accretion, net (including $944 and $25,323 gain on exchange of exchangeable preferred stock in 2003 and 2002, respectively)

 

 

(15,578

)

 

3,478

 
   
 
 
Income (loss) applicable to common shareholders   $ 73,326   $ (30,918 )
   
 
 
Per common share:              
  Loss from continuing operations   $ (0.12 ) $ (0.14 )
  Discontinued operations     0.40     0.02  
   
 
 
  Basic and diluted income (loss) applicable to common shareholders   $ 0.28   $ (0.12 )
   
 
 
Basic and diluted common shares outstanding     259,003,962     255,514,428  
   
 
 

See notes to condensed consolidated financial statements (unaudited).

4



PRIMEDIA INC. AND SUBSIDIARIES

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)

 
  Six Months Ended June 30,
 
 
  2003
  2002
 
 
  (dollars in thousands)

 
Operating activities:              
  Net income (loss)   $ 68,657   $ (540,902 )
  Adjustments to reconcile net income (loss) to net cash used in operating activities     (23,304 )   535,312  
  Changes in operating assets and liabilities     (47,073 )   (4,314 )
   
 
 
    Net cash used in operating activities     (1,720 )   (9,904 )
   
 
 
Investing activities:              
  Additions to property, equipment and other, net     (21,166 )   (19,128 )
  Proceeds from sales of businesses and other, net     182,922     87,255  
  Payments related to businesses acquired     (4,796 )   (2,699 )
  Proceeds from sale of (payments for) other investments     1,008     (738 )
   
 
 
    Net cash provided by investing activities     157,968     64,690  
   
 
 

Financing activities:

 

 

 

 

 

 

 
  Borrowings under credit agreements     288,400     213,465  
  Repayments of borrowings under credit agreements     (314,312 )   (254,465 )
  Payments for redemptions of senior notes     (375,675 )    
  Proceeds from issuance of 8% Senior Notes     300,000      
  Proceeds from issuances of common stock, net     569     891  
  Purchases of common stock for the treasury     (19,367 )    
  Dividends paid to preferred stock shareholders     (22,921 )   (26,263 )
  Deferred financing costs paid     (5,977 )    
  Other     (1,943 )   (2,407 )
   
 
 
    Net cash used in financing activities     (151,226 )   (68,779 )
   
 
 
Increase (decrease) in cash and cash equivalents     5,022     (13,993 )
Cash and cash equivalents, beginning of period     18,553     33,588  
   
 
 
Cash and cash equivalents, end of period   $ 23,575   $ 19,595  
   
 
 

Supplemental information:

 

 

 

 

 

 

 
  Cash interest paid   $ 69,336   $ 71,440  
   
 
 
  Cash taxes paid (refunded), net   $ 99   $ (98 )
   
 
 
  Non-cash activities:              
    Issuance of warrants in connection with Emap acquisition and related financing   $   $ 4,148  
   
 
 
    Accretion in carrying value of exchangeable and convertible preferred stock   $ 781   $ 5,446  
   
 
 
    Payments of dividends-in-kind on Series J Convertible Preferred Stock   $ 9,254   $ 8,182  
   
 
 
    Carrying value of exchangeable preferred stock exchanged to common stock   $ 16,066   $ 69,934  
   
 
 
    Fair value of common stock issued in connection with exchange of exchangeable preferred stock   $ 15,122   $ 41,633  
   
 
 
    Asset-for-equity investments   $   $ 2,690  
   
 
 

See notes to condensed consolidated financial statements (unaudited).

5



PRIMEDIA Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

1.    Basis of Presentation

        PRIMEDIA Inc., together with its subsidiaries, is herein referred to as either "PRIMEDIA" or the "Company." In the opinion of the Company's management, the consolidated financial statements present fairly the consolidated financial position of the Company as of June 30, 2003 and December 31, 2002 and the consolidated results of operations of the Company for the six and three months ended June 30, 2003 and 2002, and consolidated cash flows of the Company for the six month periods ended June 30, 2003 and 2002 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, 2002, which are included in the Company's annual report on Form 10-K for the year ended December 31, 2002. The operating results for the six and three month periods ended June 30, 2003 are not necessarily indicative of the results that may be expected for a full year. Certain amounts in the prior periods' condensed consolidated financial statements have been reclassified to conform to the presentation as of and for the six and three month periods ended June 30, 2003.

Recent Accounting Pronouncements

        In 2002 and 2003, the Company adopted a series of accounting pronouncements, as required by the Financial Accounting Standards Board ("FASB"). These changes are summarized below.

        Statement of Financial Accounting Standards ("SFAS") 142, "Goodwill and Other Intangible Assets"

        In July 2001, the FASB issued SFAS 142, which 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. The Company adopted certain provisions of SFAS 142 in connection with the EMAP, Inc. ("EMAP") acquisition in 2001 and fully adopted the SFAS 142 accounting rules on January 1, 2002 (See Note 5).

        SFAS 143, "Accounting for Asset Retirement Obligations"

        In August 2001, the FASB issued SFAS 143, which 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. On January 1, 2003, the Company adopted SFAS 143 which has not had a material impact on the Company's results of operations or financial position.

        SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets"

        In August 2001, the FASB issued SFAS 144, which superseded SFAS 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

6



disposal of a segment of a business. SFAS 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 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 121. The Company adopted SFAS 144 on January 1, 2002, and as a result, the results of the Modern Bride Group, ExitInfo, Doll Reader, Chicago, Horticulture, IN New York and the American Baby Group, which were sold during 2002, and Seventeen Magazine and related teen properties, which were sold in the second quarter of 2003, were recorded as discontinued operations for the periods prior to their respective divestiture dates. For the six and three months ended June 30, 2003, discontinued operations includes a net loss on sale of businesses, related to the finalization of certain 2002 divestiture transactions. Discontinued Operations includes sales of $10,855 and $40,523, and income of $103,537 and $4,287 (including a gain on sale of $103,748 and $4,069) for the three months ended June 30, 2003 and 2002, respectively, and sales of $35,161 and $92,694, and income of $106,371 and $11,460 (including a gain on sale of $102,770 and $10,579) for the six months ended June 30, 2003 and 2002, 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 expenses 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 $442 and $1,575 for the three months ended June 30, 2003 and 2002, respectively, and $1,131 and $3,994 for the six months ended June 30, 2003 and 2002, respectively. The Company recorded a state income tax provision of $1,000 associated with the divestiture of Seventeen and its related teen properties which is included in discontinued operations on the condensed statements of consolidated operations for the six and three months ended June 30, 2003.

        In accordance with SFAS 144, the Company reclassified amounts from sales, net, to discontinued operations for the six and three months ended June 30, 2002, as follows:

 
  Six Months Ended
June 30, 2002

  Three Months Ended
June 30, 2002

Sales, net (as originally reported, which reflects a reclassification of $13,581 and $4,702 for the six and three months ended June 30, 2002, respectively, related to the sale of the Modern Bride Group and ExitInfo)   $ 830,190   $ 422,553
Less: Additional SFAS 144 adjustments for divestitures subsequent to June 30, 2002     79,113     35,821
   
 
Sales, net (as reclassified)   $ 751,077   $ 386,732
   
 

        SFAS 145, "Rescission of FASB Statements No's. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections"

        In April 2002, the FASB issued SFAS 145, which for most companies 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

7



Extinguishment of Debt (an Amendment of APB Opinion No. 30)." Extraordinary treatment will be required for certain extinguishments as provided under APB Opinion 30. In 2002, the Company early adopted SFAS 145 in accordance with the provisions of the statement. Losses from the extinguishment of debt have been included in other, net, on the condensed statements of consolidated operations (see Note 8).

        SFAS 146, "Accounting for Costs Associated with Exit or Disposal Activities"

        In June 2002, the FASB issued SFAS 146, which superseded EITF 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)". SFAS 146 affects 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 an exit or disposal plan. SFAS 146 has been applied prospectively to exit or disposal activities initiated after December 31, 2002.

        SFAS 148, "Accounting for Stock-Based Compensation—Transition and Disclosure—an Amendment of FASB Statement No. 123"

        In December 2002, the FASB issued SFAS 148 which amends SFAS 123, "Accounting for Stock-Based Compensation" to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS 148 is effective for annual periods ending after December 15, 2002 and interim periods beginning after December 15, 2002. On January 1, 2003, the Company adopted certain provisions of SFAS 148, which did not have a material impact on the Company's results of operations or financial position.

        SFAS 123 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 APB 25, "Accounting for Stock Issued to Employees." Under APB 25, when the exercise price of the Company's employee stock options equals or exceeds the market price of the underlying stock on the date of grant, no compensation expense is recognized.

        The PRIMEDIA Inc. 1992 Stock Purchase and Option Plan (the "Stock Option Plan") authorizes sales of shares of common stock and grants of incentive awards in the form of, among other things, stock options to key employees and other persons with a unique relationship with the Company. The Stock Option Plan has authorized grants of up to 35,000,000 shares of the Company's common stock or options to management personnel.

        Most of the Company's options are exercisable at the rate of 20%—25% per year over a four to five-year period commencing on the effective date of the grant. Most options granted will expire no later than ten years from the date the option was granted. In general, no stock-based employee compensation cost is reflected in net income, as most options granted under the Stock Option Plan had

8



an exercise price equal to or greater than the market value of the underlying common stock on the date of grant.

        The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation.

 
  Six months ended June 30,
  Three months ended June 30,
 
 
  2003
  2002
  2003
  2002
 
Reported Net Income (Loss) Applicable to Common Shareholders   $ 36,646   $ (556,854 ) $ 73,326   $ (30,918 )
Deduct: Total stock-based employee compensation expense determined under fair value based methods for all awards     (13,573 )   (18,862 )   (7,004 )   (9,586 )
   
 
 
 
 
Pro forma Net Income (Loss) Applicable to common shareholders   $ 23,073   $ (575,716 ) $ 66,322   $ (40,504 )
   
 
 
 
 
Income (Loss) Per Common Share:                          
Reported basic and diluted income (loss) per share   $ 0.14   $ (2.23 ) $ 0.28   $ (0.12 )
Pro forma basic and diluted income (loss) per share   $ 0.09   $ (2.31 ) $ 0.26   $ (0.16 )

        The fair value of these options was estimated at the date of grant using the Black-Scholes pricing model. The following weighted average assumptions were used for the six months ended June 30, 2003 and 2002, respectively: risk-free interest rates of 3.87% and 4.61%; dividend yields of 0% and 0%; volatility factors of the expected market price of the Company's common stock of 122% and 122%; and a weighted—average expected life of the options of ten years. For the three months ended June 30, 2003 and 2002, respectively, the following weighted average assumptions were used: risk-free interest rates of 3.82% and 4.61%; dividend yields of 0% and 0%; volatility factors of the expected market price of the Company's common stock of 122% and 122%; and a weighted average expected life of the options of ten years. The estimated fair value of options granted during the six months ended June 30, 2003 and 2002 was $29 and $17,213, respectively, and $15 and $16,882 during the three months ended June 30, 2003 and 2002, respectively.

        The Black-Scholes pricing model was developed for use in estimating the fair value of traded options which have no vesting restriction and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

        FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others, an Interpretation of FASB Statements No. 5, 57 and 107 and Rescission of FASB Interpretation No. 34"

        In November 2002, the FASB approved FASB Interpretation No. 45 ("FIN 45"). FIN 45 clarifies the requirements of SFAS 5, "Accounting for Contingencies", relating to a guarantor's accounting for, and disclosure of, the issuance of certain types of guarantees. Specifically, FIN 45 requires a guarantor

9



to recognize a liability for the non-contingent component of certain guarantees, representing the obligation to stand ready to perform in the event that specified triggering events or conditions occur. Effective January 1, 2003, the Company adopted FIN 45 which has not had a material impact on the Company's results of operations or financial position.