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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2005

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 April 29, 2005: 262,265,058.





PRIMEDIA Inc.

INDEX

 
 
PAGE
Part I. Financial Information:  
 
Item 1.

Financial Statements

 

 

Condensed Consolidated Balance Sheets as of March 31, 2005 (Unaudited) and December 31, 2004

2

 

Condensed Statements of Consolidated Operations (Unaudited) for the three months ended March 31, 2005 and 2004

3

 

Condensed Statements of Consolidated Cash Flows (Unaudited) for the three months ended March 31, 2005 and 2004

4

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

5-25
 
Item 2.

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

26
 
Item 3.

Quantitative and Qualitative Disclosures About Market Risk

52
 
Item 4.

Controls and Procedures

53

Part II. Other Information:

 
 
Item 6.

Exhibits

54

 

Signatures

55

1



PRIMEDIA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share amounts)

 
  March 31, 2005
  December 31,
2004

 
 
  (unaudited)

   
 
ASSETS  
Current assets:              
  Cash and cash equivalents   $ 365,589   $ 13,000  
  Accounts receivable, net     169,911     179,005  
  Inventories     26,341     22,696  
  Prepaid expenses and other     42,133     29,423  
  Assets held for sale     22,914     40,274  
   
 
 
    Total current assets     626,888     284,398  

Property and equipment (net of accumulated depreciation and amortization of $259,293 in 2005 and $274,830 in 2004)

 

 

72,732

 

 

79,806

 
Other intangible assets, net     243,482     242,884  
Goodwill     891,292     902,579  
Other non-current assets     48,582     49,381  
   
 
 
    Total Assets   $ 1,882,976   $ 1,559,048  
   
 
 
LIABILITIES AND SHAREHOLDERS' DEFICIENCY  
Current liabilities:              
  Accounts payable   $ 59,953   $ 84,732  
  Accrued expenses and other     184,036     143,112  
  Deferred revenues     171,738     157,314  
  Current maturities of long-term debt     24,070     24,919  
  Liabilities of businesses held for sale     23,564     26,980  
   
 
 
    Total current liabilities     463,361     437,057  

Long-term debt

 

 

1,566,689

 

 

1,635,964

 
Shares subject to mandatory redemption     474,559     474,559  
Deferred revenues     16,718     17,093  
Deferred income taxes     79,014     75,172  
Other non-current liabilities     59,667     64,023  
   
 
 
    Total Liabilities     2,660,008     2,703,868  
   
 
 

Shareholders' deficiency:

 

 

 

 

 

 

 
  Common stock ($.01 par value, 350,000,000 shares authorized at March 31, 2005 and December 31, 2004 and 271,327,975 shares and 270,893,102 shares issued at March 31, 2005 and December 31, 2004, respectively)     2,713     2,709  
  Additional paid-in capital (including warrants of $31,690 at March 31, 2005 and December 31, 2004)     2,357,048     2,354,778  
  Accumulated deficit     (3,060,749 )   (3,426,263 )
  Accumulated other comprehensive loss     (167 )   (167 )
  Common stock in treasury, at cost (8,442,409 shares at March 31, 2005 and December 31, 2004)     (75,877 )   (75,877 )
   
 
 
    Total shareholders' deficiency     (777,032 )   (1,144,820 )
   
 
 
    Total Liabilities and Shareholders' Deficiency   $ 1,882,976   $ 1,559,048  
   
 
 

See notes to condensed consolidated financial statements (unaudited).

2



PRIMEDIA INC. AND SUBSIDIARIES

CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
(dollars in thousands, except share and per share amounts)

 
  Three Months Ended
March 31,

 
 
  2005
  2004
 
Revenues, net:              
  Advertising   $ 196,048   $ 195,499  
  Circulation     61,945     67,012  
  Other     46,031     43,561  
   
 
 
  Total revenues, net     304,024     306,072  

Operating costs and expenses:

 

 

 

 

 

 

 
  Cost of goods sold     60,581     61,287  
  Marketing and selling     69,774     69,481  
  Distribution, circulation and fulfillment     57,125     55,332  
  Editorial     27,597     26,312  
  Other general expenses     40,237     38,986  
  Corporate administrative expenses     6,074     7,480  
  Depreciation of property and equipment     7,845     8,720  
  Amortization of intangible assets and other     3,148     4,713  
  Severance related to separated senior executives         658  
  Non-cash compensation     1,201     1,919  
  Provision for severance, closures and restructuring related costs     1,058     2,471  
  Provision for unclaimed property         5,400  
   
 
 
Operating income     29,384     23,313  

Other income (expense):

 

 

 

 

 

 

 
  Interest expense     (33,226 )   (28,138 )
  Interest on shares subject to mandatory redemption     (10,945 )   (10,945 )
  Amortization of deferred financing costs     (1,334 )   (1,102 )
  Other income, net     635     289  
   
 
 
Loss from continuing operations before income tax expense     (15,486 )   (16,583 )
Provision for income taxes     (3,912 )   (4,367 )
   
 
 

Loss from continuing operations

 

 

(19,398

)

 

(20,950

)

Discontinued operations (including gain on sale of businesses, net of $383,178 and $38,109 in 2005 and 2004, respectively)

 

 

384,912

 

 

32,021

 
   
 
 
Net income     365,514     11,071  

Preferred stock dividends

 

 


 

 

(5,153

)
   
 
 
Income applicable to common shareholders   $ 365,514   $ 5,918  
   
 
 

Basic and diluted income (loss) per common share:

 

 

 

 

 

 

 
  Continuing operations   $ (0.07 ) $ (0.10 )
  Discontinued operations     1.46     0.12  
   
 
 
  Income applicable to common shareholders   $ 1.39   $ 0.02  
   
 
 

Basic and diluted common shares outstanding

 

 

262,661,656

 

 

259,894,408

 
   
 
 

See notes to condensed consolidated financial statements (unaudited).

3



PRIMEDIA INC. AND SUBSIDIARIES

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
(dollars in thousands)

 
  Three Months Ended
March 31,

 
 
  2005
  2004
 
Operating activities:              
  Net income   $ 365,514   $ 11,071  
  Adjustments to reconcile net income to net cash provided by (used in) operating activities     (365,002 )   (12,176 )
  Changes in operating assets and liabilities     4,094     (30,395 )
   
 
 
    Net cash provided by (used in) operating activities     4,606     (31,500 )
   
 
 
Investing activities:              
  Additions to property, equipment and other, net     (5,889 )   (6,153 )
  Proceeds from sales of businesses and other     431,306     58,077  
  Payments for businesses acquired, net of cash acquired     (7,820 )   (1,117 )
  Proceeds from sale of (payments for) other investments, net     (2 )   547  
   
 
 
    Net cash provided by investing activities     417,595     51,354  
   
 
 
Financing activities:              
  Borrowings under credit agreements     63,150     93,000  
  Repayments of borrowings under credit agreements     (131,650 )   (100,000 )
  Proceeds from issuances of common stock, net     1,074     628  
  Deferred financing costs paid     (62 )    
  Capital lease obligations     (2,073 )   (2,822 )
  Other     (51 )   (235 )
   
 
 
    Net cash used in financing activities     (69,612 )   (9,429 )
   
 
 
Increase in cash and cash equivalents     352,589     10,425  
Cash and cash equivalents, beginning of period     13,000     8,685  
   
 
 
Cash and cash equivalents, end of period   $ 365,589   $ 19,110  
   
 
 
Supplemental information:              
  Cash interest paid, including interest on capital and restructured leases   $ 14,256   $ 7,085  
   
 
 
  Cash interest paid on shares subject to mandatory redemption   $ 10,945   $ 10,945  
   
 
 
  Cash taxes paid, net of refunds received   $ 58   $ 101  
   
 
 
  Cash paid for severance, closures and restructuring related costs   $ 4,503   $ 4,337  
   
 
 
  Non-cash activities:              
    Payments of dividends-in-kind on Series J Convertible Preferred Stock   $   $ 5,153  
   
 
 

See notes to condensed consolidated financial statements (unaudited).

4



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

1.    Summary of Significant Accounting Policies

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 condensed consolidated financial statements present fairly the consolidated financial position of the Company as of March 31, 2005 and December 31, 2004 and the consolidated results of operations of the Company for the three month periods ended March 31, 2005 and 2004, and consolidated cash flows of the Company for the three months ended March 31, 2005 and 2004 and all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. All 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, 2004, which are included in the Company's Annual Report on Form 10-K for the year ended December 31, 2004. The operating results for the three months ended March 31, 2005 and 2004 are not necessarily indicative of the results that may be expected for a full year.

Stock Based Compensation

        The Company has a stock-based employee compensation plan. Effective January 1, 2003, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation", as amended by SFAS 148, "Accounting for Stock-Based Compensation—Transition and Disclosure", using the prospective method. Upon adoption, the Company began expensing the fair value of stock-based compensation for all grants, modifications and settlements made on or after January 1, 2003. As a result of the adoption of SFAS 123, the Company recorded a non-cash compensation charge of $566 and $590, relating to stock options and the PRIMEDIA Employee Stock Purchase Plan, for the three months ended March 31, 2005 and 2004, respectively.

        The following table illustrates the effect on net income applicable to common shareholders and basic and diluted income per common share as if the Company had applied the fair value recognition provisions of SFAS 123 to all stock-based employee compensation grants for all periods presented:

 
  Three Months Ended
March 31,

 
 
  2005
  2004
 
Reported net income applicable to common shareholders   $ 365,514   $ 5,918  
Add: stock-based employee compensation expense included in reported net income     566     765  
Deduct: total stock-based employee compensation expense determined under fair value based method for all awards     (1,770 )   (3,161 )
   
 
 
Pro forma net income applicable to common shareholders   $ 364,310   $ 3,522  
   
 
 
Per common share:              
Reported basic and diluted income   $ 1.39   $ 0.02  
Pro forma basic and diluted income   $ 1.39   $ 0.01  

        Pro forma information regarding net income and earnings per share is required by SFAS 123, and has been determined as if the Company had accounted for its employee stock options granted on or before December 31, 2002 under the fair value method of SFAS 123. The fair value of these options

5



was estimated at the date of grant using the Black-Scholes pricing model. For the three months ended March 31, 2005 and 2004, respectively, the following weighted-average assumptions were used: risk-free interest rates of 3.78% and 2.18%; dividend yields of 0.0% and 0.0%; volatility factors of the expected market price of the Company's common stock of 75% and 89%, and a weighted-average expected life of the options of three years. The estimated fair value of options granted during the three months ended March 31, 2005 and 2004 was $21 and $8, respectively.

        The Black-Scholes pricing model was developed for use in estimating the fair value of traded options which have no vesting restrictions 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.

        In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123 (revised 2004) ("SFAS 123(R)"). Upon the effective date, SFAS 123(R) replaces FASB Statement No. 123, Accounting for Stock-Based Compensation, and supersedes Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees. See the Recent Accounting Pronouncements section below for further discussion.

Recent Accounting Pronouncements

SFAS No. 151, "Inventory Costs"

        In November 2004, the FASB issued SFAS No. 151, which is an amendment of Accounting Research Bulletin ("ARB") No. 43, Chapter 4. SFAS 151 clarifies that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges and requires the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. This SFAS is effective for inventory costs incurred for annual periods beginning after June 15, 2005. The Company does not anticipate any material impact on its consolidated financial statements.

SFAS No. 123 (revised 2004)," Share-Based Payment"

        In December 2004, the FASB issued SFAS 123(R), which replaces SFAS 123 and supercedes APB No. 25. The FASB has concluded that companies may adopt the new standard in one of two ways: the modified prospective transition method and the modified retrospective transition method. The modified prospective transition method requires recognition of compensation expense from the beginning of the fiscal period in which the recognition provisions are first applied as if the fair-value-based accounting method had been used to account for all employee awards granted, modified, or settled after the effective date and to any awards that were not fully vested as of the effective date. The modified retrospective method requires recognition of compensation expense for periods presented prior to the adoption of the fair value based accounting method for share-based payment; that is, an entity would recognize employee compensation cost for prior periods presented in the amounts reported in the pro forma disclosures provided in accordance with SFAS No. 123. The Company is planning to adopt SFAS No. 123(R) using the modified prospective method effective January 1, 2006, which will result in an increase in non-cash compensation expense. The Company is still evaluating the impact of the adoption of this standard on its consolidated financial statements.

6



SFAS No. 153, "Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29"

        In December 2004, the FASB issued SFAS No. 153, which amends ARB 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company does not anticipate that the adoption of this standard will have a material impact on its consolidated financial statements.

2.    Divestitures

        The Company has classified the results of certain divested entities as discontinued operations in accordance with SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."

        In January 2004, the Company completed the sale of New York magazine, part of the Enthusiast Media segment, the results of which have been classified as discontinued operations for all periods presented. Proceeds from the sale of $55,000, subject to standard post-closing adjustments, were used to pay down the Company's borrowings under its bank credit facilities with JPMorgan Chase Bank, Bank of America, N.A., The Bank of New York and The Bank of Nova Scotia, as agents (the "bank credit facilities"). The Company recorded a gain on the sale of New York magazine of approximately $38,000 in discontinued operations for the three months ended March 31, 2004. Additionally, the Company finalized a working capital settlement with the purchaser of Seventeen and its companion teen properties, resulting in a payment to the purchaser of $3,379 in January 2004.

        In February 2004, the Company completed the sale of Kagan World Media, part of the Business Information segment, the results of which have been classified as discontinued operations for all periods presented. Proceeds from the sale were approximately $2,200, subject to standard post-closing adjustments.

        In September 2004, the Company announced that it was exploring the sale of its Workplace Learning division, excluding Interactive Medical Network ("IMN"). Workplace Learning was part of the Education segment (formerly known as the Education and Training segment) which was renamed to reflect the classification of Workplace Learning as a discontinued operation. On March 31, 2005, the Company completed the sale of Bankers Training & Consulting Company, the financial services division of Workplace Learning. Proceeds from the sale were approximately $21,300, subject to standard post-closing adjustments and the Company recorded a net gain of approximately $18,700 in discontinued operations in 2005. On April 1, 2005, the Company sold the remaining net assets of Workplace Learning for the assumption of liabilities, resulting in a loss in carrying value of $14,400. In accordance with SFAS 144, the Company recorded the loss in carrying value of the remaining assets in discontinued operations on March 31, 2005 (See Subsequent Events Note 17). The operating results of Workplace Learning, excluding IMN, have been reclassified as discontinued operations for all periods presented and the remaining assets and liabilities have been classified as held for sale as of March 31, 2005 and December 31, 2004.

        On March 18, 2005, the Company completed the sale of About.com, part of the Enthusiast Media segment, the results of which have been classified as discontinued operations for all periods presented. Gross proceeds from the sale of approximately $410,000 were used to reduce the Company's borrowings under its revolving bank credit facility and for general corporate purposes. The Company intends, through a series of steps, to further reduce outstanding long-term debt and/or redeem

7



outstanding shares subject to mandatory redemption. The Company recorded a net gain on the sale of About.com of $378,900 in discontinued operations in 2005.

        Total revenues, net, and income before provision for income taxes included in discontinued operations for the three months ended March 31, 2005 and 2004 on the accompanying condensed statements of consolidated operations are as follows:

Included in Discontinued Operations

 
  Three Months Ended
March 31,

 
  2005
  2004
Total revenues, net   $ 18,077   $ 24,069
   
 
Income before income tax expense (including gain on sale of businesses)   $ 385,059   $ 32,044
   
 

Balance Sheet of Businesses Held for Sale

        The assets and liabilities of businesses which the Company has initiated plans to sell, but had not sold, as of March 31, 2005 and December 31, 2004 have been reclassified to held for sale on the accompanying condensed consolidated balance sheets as follows:

 
  March 31,
2005

  December 31,
2004

ASSETS            
Accounts receivable, net   $ 4,353   $ 5,114
Inventories     1,241     1,524
Prepaid expenses and other     1,010     588
Property and equipment, net     16,197     18,991
Other non-current assets     113     14,057
   
 
  Assets held for sale   $ 22,914   $ 40,274
   
 

LIABILITIES

 

 

 

 

 

 
Accounts payable   $ 1,229   $ 2,371
Accrued expenses and other     2,815     4,177
Deferred revenues—current     4,895     5,545
Current portion of capital lease obligations     1,096     1,076
Long-term portion of capital lease obligations     13,529     13,811
   
 
  Liabilities of businesses held for sale   $ 23,564   $ 26,980
   
 

8


3.    Accounts Receivable, Net

        Accounts receivable, net, consisted of the following:

 
  March 31,
2005

  December 31,
2004

Accounts receivable   $ 182,907   $ 192,126
Less:  Allowance for doubtful accounts     10,366     10,526
           Allowance for returns and rebates     2,630     2,595
   
 
    $ 169,911   $ 179,005
   
 

4.    Inventories

        Inventories consisted of the following:

 
  March 31,
2005

  December 31,
2004

Raw materials   $ 17,025   $ 15,097
Work in process     137     98
Finished goods     9,179     7,501
   
 
    $ 26,341   $ 22,696
   
 

9


5.    Goodwill, Other Intangible Assets and Other

        Since the adoption of SFAS 142, "Goodwill and Other Intangible Assets," on January 1, 2002, the Company assesses goodwill and indefinite lived intangible assets for impairment at least once a year. The Company has established October 31 as the annual impairment test date. In addition to the annual impairment test, an assessment is also required whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For the three months ended March 31, 2005 and 2004, there were no events or changes in circumstances requiring the Company to perform an impairment test related to goodwill, intangible assets or other finite lived assets, and accordingly, there were no impairments recorded.

        Historically, the Company did not need a valuation allowance for the portion of the tax effect of net operating losses equal to the amount of deferred tax liabilities related to 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. Upon adoption of SFAS 142, the Company recorded a valuation allowance in excess of its net deferred tax assets to the extent the difference between the book and tax basis of indefinite-lived intangible assets is not expected to reverse during the net operating loss carryforward period. With the adoption of SFAS 142, the Company no longer amortizes the book basis in the indefinite-lived intangibles, but continues to amortize these intangibles for tax purposes. For the three months ended March 31, 2005 and 2004, income tax expense primarily consisted of deferred income taxes of $3,842 and $4,289, respectively, related to the increase in the Company's net deferred tax liability for the tax effect of the net increase in the difference between the book and tax basis in the indefinite-lived intangible assets.

        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 as these intangible assets continue to be amortized for tax purposes. As a result of the adoption of SFAS 142, the Company records a valuation allowance in excess of its net deferred tax assets to the extent the differences between the book and tax basis of indefinite-lived intangible assets is not expected to reverse during the expiration period of the Company's net operating loss carryforwards and other tax deductible temporary differences. The Company expects that it will record a total of approximately $12,000 to increase deferred tax liabilities during the remaining nine months of 2005.

        Changes in the carrying amount of goodwill for the three months ended March 31, 2005, by operating segment, are as follows:

 
  Enthusiast
Media

  Consumer
Guides

  Business
Information

  Total
 
Balance as of January 1, 2005   $ 688,911   $ 96,001   $ 117,667   $ 902,579  
Purchase price allocation adjustments for valuation reports         4,143         4,143  
Goodwill written off related to the sale of businesses     (15,430 )           (15,430 )
   
 
 
 
 
Balance as of March 31, 2005   $ 673,481   $ 100,144   $ 117,667   $ 891,292  
   
 
 
 
 

10


        Intangible assets subject to amortization in accordance with SFAS 142 consist of the following:

 
   
  March 31, 2005
  December 31, 2004
 
  Range of
Lives

  Gross
Carrying
Amount

  Accumulated
Amortization

  Net
  Gross
Carrying
Amount

  Accumulated
Amortization

  Net
Trademarks   3   $   $   $   $ 20,449   $ 20,449   $
Membership, subscriber and customer lists   2-20     290,976     269,703     21,273     290,917     268,021     22,896
Non-compete agreements   1-10     136,366     135,315     1,051     136,226     135,042     1,184
Trademark license agreements   2-15     2,984     2,921     63     2,984     2,917     67
Copyrights   3-20     17,940     17,406     534     17,940     17,344     596
Databases   2-12     5,579     5,334     245     9,334     9,000     334
Advertiser lists   5-20     138,182     127,385     10,797     135,978     126,687     9,291
Distribution agreements   1-7