UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 3, 2006
PRIMEDIA INC.
(Exact name of registrant as specified in its charter)
|
DELAWARE |
|
1-11106 |
|
13-3647573 |
|
|
(State or other
jurisdiction of |
|
(Commission file number) |
|
(I.R.S Employer |
|
745 FIFTH AVENUE, NEW YORK, NEW YORK
(Address of principal executive offices)
10151
(Zip code)
(212) 745-0100
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On January 31, 2006, PRIMEDIA Inc. (“PRIMEDIA”) filed a Current Report on Form 8-K/A (Date of Report: January 31, 2006) in which PRIMEDIA presented an unaudited statement of consolidated operations for the year ended December 31, 2004, adjusted to remove discontinued operations that were disposed of during the nine months ended September 30, 2005. This Current Report on Form 8-K is filed to present unaudited statements of consolidated operations for the years ended December 31, 2003 and 2002, adjusted to remove such discontinued operations. Discontinued operations in the following tables include the operations of About.com, PRIMEDIA’s Business Information Segment (excluding Ward’s Automotive Group) and two magazines in the Enthusiast Media segment.
Item 9.01 Financial Statements and Exhibits
(i) Unaudited statements of consolidated operations for the year ended December 31, 2003 adjusted to remove discontinued operations
(ii) Unaudited statements of consolidated operations for the year ended December 31, 2002 adjusted to remove discontinued operations
2
PRIMEDIA INC.
Unaudited Statement of Consolidated Operations
Year Ended December 31, 2003
(in thousands, except share and per share amounts)
|
|
|
Historical |
|
Discontinued |
|
Adjusted |
|
|||
|
Revenues, net: |
|
|
|
|
|
|
|
|||
|
Advertising |
|
$ |
825,169 |
|
$ |
175,349 |
|
$ |
649,820 |
|
|
Circulation |
|
288,335 |
|
18,179 |
|
270,156 |
|
|||
|
Other |
|
169,246 |
|
41,130 |
|
128,116 |
|
|||
|
Total revenues, net |
|
1,282,750 |
|
234,658 |
|
1,048,092 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|||
|
Cost of goods sold |
|
276,167 |
|
46,640 |
|
229,527 |
|
|||
|
Marketing and selling |
|
251,184 |
|
61,400 |
|
189,784 |
|
|||
|
Distribution, circulation and fulfillment |
|
222,211 |
|
31,199 |
|
191,012 |
|
|||
|
Editorial |
|
100,506 |
|
27,445 |
|
73,061 |
|
|||
|
Other general expenses |
|
154,929 |
|
34,733 |
|
120,196 |
|
|||
|
Corporate administrative expenses (including non-cash compensation of $11,184) |
|
37,335 |
|
(231 |
) |
37,566 |
|
|||
|
Depreciation of property and equipment |
|
46,351 |
|
15,709 |
|
30,642 |
|
|||
|
Amortization of intangible assets and other (including $13,780 of provision for impairment) |
|
53,589 |
|
16,307 |
|
37,282 |
|
|||
|
Severance related to separated senior executives |
|
9,372 |
|
— |
|
9,372 |
|
|||
|
Provision for severance, closures and restructuring related costs |
|
8,102 |
|
978 |
|
7,124 |
|
|||
|
Gain (loss) on sale of businesses and other, net |
|
591 |
|
815 |
|
(224 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
Operating income (loss) |
|
122,413 |
|
(337 |
) |
122,750 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Other income (expense): |
|
|
|
|
|
|
|
|||
|
Provision for the impairment of investments |
|
(8,975 |
) |
(328 |
) |
(8,647 |
) |
|||
|
Interest expense |
|
(122,914 |
) |
— |
|
(122,914 |
) |
|||
|
Interest on shares subject to mandatory redemption |
|
(21,889 |
) |
— |
|
(21,889 |
) |
|||
|
Amortization of deferred financing costs |
|
(3,462 |
) |
— |
|
(3,462 |
) |
|||
|
Other income (expense), net |
|
(3,002 |
) |
32 |
|
(3,034 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
Loss from continuing operations before income tax expense |
|
(37,829 |
) |
(633 |
) |
(37,196 |
) |
|||
|
(Provision) benefit for income taxes |
|
(12,220 |
) |
380 |
|
(12,600 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
Loss from continuing operations |
|
(50,049 |
) |
(253 |
) |
(49,796 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
Preferred stock dividends and related accretion |
|
(41,853 |
) |
— |
|
(41,853 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
Loss applicable to common shareholders from continuing operations |
|
$ |
(91,902 |
) |
$ |
(253 |
) |
$ |
(91,649 |
) |
|
|
|
|
|
|
|
|
|
|||
|
Basic loss per share from continuing operations |
|
$ |
(0.35 |
) |
|
|
$ |
(0.35 |
) |
|
|
Diluted loss per share from continuing operations |
|
$ |
(0.35 |
) |
|
|
$ |
(0.35 |
) |
|
|
|
|
|
|
|
|
|
|
|||
|
Basic and diluted common shares outstanding |
|
259,230,001 |
|
|
|
259,230,001 |
|
|||
3
PRIMEDIA INC.
Unaudited Statement of Consolidated Operations
Year Ended December 31, 2002
(in thousands, except share and per share amounts)
|
|
|
Historical |
|
Discontinued |
|
Adjusted |
|
|||
|
Revenues, net: |
|
|
|
|
|
|
|
|||
|
Advertising |
|
$ |
855,377 |
|
$ |
199,915 |
|
$ |
655,462 |
|
|
Circulation |
|
310,154 |
|
18,365 |
|
291,789 |
|
|||
|
Other |
|
175,232 |
|
44,776 |
|
130,456 |
|
|||
|
Total revenues, net |
|
1,340,763 |
|
263,056 |
|
1,077,707 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|||
|
Cost of goods sold |
|
290,568 |
|
49,919 |
|
240,649 |
|
|||
|
Marketing and selling |
|
275,206 |
|
62,513 |
|
212,693 |
|
|||
|
Distribution, circulation and fulfillment |
|
228,686 |
|
34,574 |
|
194,112 |
|
|||
|
Editorial |
|
110,917 |
|
29,949 |
|
80,968 |
|
|||
|
Other general expenses |
|
160,963 |
|
44,869 |
|
116,094 |
|
|||
|
Corporate administrative expenses (including non-cash compensation of $10,502) |
|
41,674 |
|
3,233 |
|
38,441 |
|
|||
|
Depreciation of property and equipment (including $8,657 of provision for impairment) |
|
56,172 |
|
15,623 |
|
40,549 |
|
|||
|
Amortization of intangible assets, goodwill and other (including $101,354 of provision for impairment) |
|
158,893 |
|
89,916 |
|
68,977 |
|
|||
|
Severance related to separated senior executives |
|
— |
|
— |
|
— |
|
|||
|
Provision for severance, closures and restructuring related costs |
|
49,516 |
|
5,284 |
|
44,232 |
|
|||
|
Gain (loss) on sale of businesses and other, net |
|
7,247 |
|
241 |
|
7,006 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Operating income (loss) |
|
(39,079 |
) |
(73,065 |
) |
33,986 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Other income (expense): |
|
|
|
|
|
|
|
|||
|
Provision for the impairment of investments |
|
(19,045 |
) |
— |
|
(19,045 |
) |
|||
|
Interest expense |
|
(138,593 |
) |
(176 |
) |
(138,417 |
) |
|||
|
Amortization of deferred financing costs |
|
(3,469 |
) |
— |
|
(3,469 |
) |
|||
|
Other income (expense), net |
|
4,993 |
|
(1,173 |
) |
6,166 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Loss from continuing operations before income tax expense |
|
(195,193 |
) |
(74,414 |
) |
(120,779 |
) |
|||
|
Provision for income taxes |
|
(46,375 |
) |
(1,222 |
) |
(45,153 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
Loss from continuing operations |
|
(241,568 |
) |
(75,636 |
) |
(165,932 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
Cumulative effect of a change in accounting principle (from the adoption of Statement of Financial Accounting Standards No. 142) |
|
(388,508 |
) |
— |
|
(388,508 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
Preferred stock dividends and related accretion |
|
(47,656 |
) |
— |
|
(47,656 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
Loss applicable to common shareholders from continuing operations |
|
$ |
(677,732 |
) |
$ |
(75,636 |
) |
$ |
(602,096 |
) |
|
|
|
|
|
|
|
|
|
|||
|
Basic loss per share from continuing operations |
|
$ |
(2.67 |
) |
|
|
$ |
(2.37 |
) |
|
|
Diluted loss per share from continuing operations |
|
$ |
(2.67 |
) |
|
|
$ |
(2.37 |
) |
|
|
|
|
|
|
|
|
|
|
|||
|
Basic and diluted common shares outstanding |
|
253,710,417 |
|
|
|
253,710,417 |
|
|||
4
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: February 3, 2006 |
|
/s/ Christopher A. Fraser |
|
|
|
|
|
Christopher A. Fraser |
||
|
|
General Counsel and Secretary |
|||
5