<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO _____________
COMMISSION FILE NUMBER: 0-22789
CMP MEDIA INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-2240940
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 COMMUNITY DRIVE
MANHASSET, NEW YORK 11030
(Address of principal executive offices) (Zip code)
(516) 562-5000
(Registrant's telephone number, including area code)
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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
As of August 14, 1998, there were 23,135,366 shares of the registrant's
voting common stock issued and outstanding, of which 7,085,292 shares were Class
A Common Stock and 16,050,074 shares were Class B Common Stock.
<PAGE> 2
CMP MEDIA INC.
INDEX
<TABLE>
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Condensed Consolidated Statements of Income (Unaudited)
for the three and six months ended June 30, 1998 and 1997...... 1
Condensed Consolidated Balance Sheets (Unaudited)
as of June 30, 1998 and December 31, 1997...................... 2
Condensed Consolidated Statements of Cash Flows (Unaudited)
for the six months ended June 30, 1998 and 1997................ 3
Notes to Unaudited Condensed Consolidated Financial Statements. 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS. 7
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
None.
PART II - OTHER INFORMATION 12
SIGNATURES 14
</TABLE>
<PAGE> 3
CMP MEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
IN THOUSANDS, EXCEPT PER SHARE AMOUNTS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------------------- ------------------------
1998 1997 1998 1997
--------- --------- -------- ---------
<S> <C> <C> <C> <C>
Revenues $ 126,055 $ 125,004 $235,240 $ 226,918
Operating costs and expenses:
Cost of revenues 54,041 48,231 103,021 91,172
Selling and promotion 42,650 40,526 81,332 77,555
General and administrative 23,912 22,664 44,784 45,552
--------- --------- -------- ---------
Income from operations 5,452 13,583 6,103 12,639
--------- --------- -------- ---------
Gain on sales 492 -- 1,320 --
Other income (expense), net (62) (2,076) 531 (5,123)
--------- --------- -------- ---------
Income before provision for
income taxes $ 5,882 $ 11,507 $ 7,954 $ 7,516
Provision for income taxes 2,535 383 3,428 250
--------- --------- -------- ---------
Net income $ 3,347 $ 11,124 $ 4,526 $ 7,266
========= ========= ======== =========
Net income per share - basic $ 0.14 $ 0.20
========= ========
Net income per share - diluted $ 0.14 $ 0.19
========= ========
Pro Forma Data:
Historical income before provision
for income taxes $ 11,507 $ 7,516
Pro forma provision for income taxes 5,017 3,277
--------- ---------
Pro forma net income $ 6,490 $ 4,239
========= =========
Pro forma net income per share - basic $ 0.29 $ 0.19
========= =========
Pro forma net income per share - diluted $ 0.29 $ 0.19
========= =========
</TABLE>
The accompanying notes are an integral part of the
condensed consolidated financial statements.
1
<PAGE> 4
CMP MEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
--------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 26,567 $ 31,495
Accounts receivable, net 76,987 76,667
Short-term investments 14,054 6,610
Inventories 6,918 7,587
Deferred income taxes 5,695 5,695
Deferred subscription acquisition costs 3,907 --
Prepaid expenses and other current assets 6,776 10,073
--------- ---------
Total current assets 140,904 138,127
--------- ---------
Property and equipment, net 28,865 27,831
Long-term investments 7,769 12,862
Investments in and advances to unconsolidated affiliates 4,298 4,687
Intangible assets 40,561 6,460
Deferred income taxes 5,312 5,312
Other assets 1,508 2,430
--------- ---------
$ 229,217 $ 197,709
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 26,346 $ 26,389
Accrued expenses and other current liabilities 41,834 38,150
S corporation distribution payable -- 12,000
Deferred revenue 15,036 10,666
--------- ---------
Total current liabilities 83,216 87,205
--------- ---------
Long-term debt 28,600 --
Deferred compensation 9,825 8,506
Other liabilities 5,350 5,402
--------- ---------
Total liabilities 126,991 101,113
--------- ---------
Commitments and contingencies
Stockholders' equity:
Class A Common Stock, par value $.01 per share, 50,000,000 shares authorized,
7,060,312 shares issued and outstanding at June 30,
1998 and December 31, 1997 71 71
Class B Common Stock, par value $.01 per share, 20,000,000 shares
authorized, 16,050,074 shares issued and outstanding at June 30,
1998 and December 31, 1997 160 160
Additional paid-in capital 85,190 86,305
Retained earnings 28,108 23,582
Unamortized restricted stock compensation (11,774) (13,270)
Accumulated comprehensive income 471 (252)
--------- ---------
Total stockholders' equity 102,226 96,596
--------- ---------
$ 229,217 $ 197,709
========= =========
</TABLE>
The accompanying notes are an integral part of the
condensed consolidated financial statements.
2
<PAGE> 5
CMP MEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
IN THOUSANDS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED JUNE 30,
1998 1997
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 4,526 $ 7,266
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment 4,966 4,038
Amortization of intangible assets 653 572
Write-off of property and equipment 431 1,651
Provision for doubtful accounts 1,783 1,298
Compensation expense under incentive plans 2,715 2,136
Gain on sales (1,320) --
Loss from unconsolidated affiliates 433 4,408
Changes in operating assets and liabilities, net of the effects of
businesses acquired and sold:
Increase in accounts receivable (2,571) (13,886)
Decrease (increase) in inventories 1,908 (227)
Increase in deferred subscription acquisition costs (5,307) (5,242)
Decrease in prepaid expenses and other assets 2,705 1,338
Decrease in accounts payable, accrued expenses and
other current liabilities (2,529) (5,160)
Increase in deferred revenue and other liabilities 3,479 664
-------- --------
Net cash provided by (used in) operating activities 11,872 (1,144)
-------- --------
Cash flows from investing activities:
Purchase of property and equipment (5,431) (6,369)
Investments in and advances to unconsolidated affiliates (44) (1,867)
Purchase of businesses (30,054) --
Purchase of investments (881) --
Proceeds from sale of investments 500 --
Proceeds from sales of assets 3,918 --
-------- --------
Net cash used in investing activities (31,992) (8,236)
-------- --------
Cash flows from financing activities:
Borrowings under revolving credit agreement 28,600 29,470
Repayment of borrowings -- (25,720)
Distributions to S corporation stockholders for taxes and other (13,269) (3,715)
Other financing activities (139) 2,624
-------- --------
Net cash provided by financing activities 15,192 2,659
-------- --------
Net change in cash and cash equivalents (4,928) (6,721)
Cash and cash equivalents at beginning of period 31,495 6,721
-------- --------
Cash and cash equivalents at end of period $ 26,567 $ --
======== ========
Supplemental disclosure of businesses acquired:
Fair value of assets acquired $ 37,735
Liabilities assumed (7,681)
========
Cash paid $ 30,054
========
</TABLE>
The accompanying notes are an integral part of the
condensed consolidated financial statements.
3
<PAGE> 6
CMP MEDIA INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)
1. BASIS OF PRESENTATION
The Condensed Consolidated Financial Statements of CMP Media Inc. and
subsidiaries (the "Company") as of June 30, 1998 and for the three and six
months ended June 30, 1998 and 1997 are unaudited but have been prepared in
accordance with generally accepted accounting principles for interim financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation have been
included. The results of operations of any interim period are not necessarily
indicative of the results of operations for the full year.
The accompanying financial information should be read in conjunction with
the financial statements, including the notes thereto, for the year ended
December 31, 1997 included in the Company's 1997 Annual Report on Form 10-K. The
Condensed Consolidated Balance Sheet as of December 31, 1997 has been summarized
from the Company's audited consolidated balance sheet as of that date.
2. COMPREHENSIVE INCOME
Effective January 1, 1998, the Company has adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS No. 130")
which was effective for fiscal years beginning after December 15, 1997. SFAS
No. 130 establishes standards for reporting and display of comprehensive income
and its components in the financial statements. The Company's total
comprehensive income for the three and six months ended June 30, 1998 and 1997
is as follows:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
1998 1997 1998 1997
------ ------- ------- ------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net income .................................... $3,347 $11,124 $ 4,526 $7,266
Other comprehensive income, net of tax:
Unrealized gains on securities available
for sale ................................. 762 -- 768 --
Foreign currency translation adjustments .. 18 -- (45) --
------ ------- ------- ------
Total comprehensive income .................... $4,127 $11,124 $ 5,249 $7,266
====== ======= ======= ======
</TABLE>
3. RESULTS OF OPERATIONS
On May 29, 1998, the Company acquired four computer and communications
publications, as well as NSTL, a technology and software testing lab, from The
McGraw-Hill Companies, Inc. The purchase price for this acquisition was $28.6
million in cash plus the assumption of certain liabilities.
4
<PAGE> 7
CMP MEDIA INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)
The following table summarizes pro forma results as if the Company had
entered into the agreement on January 1, 1997:
<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED JUNE 30,
1998 1997
-------- --------
(UNAUDITED)
<S> <C> <C>
Revenues $265,807 $266,279
======== ========
Income from operations $ 3,810 $ 7,000
======== ========
Net income $ 2,168 $ 6,975
======== ========
Net income per share-diluted $ 0.09 $ 0.31
======== ========
Pro forma net income as if a C corporation prior
to January 1, 1997 (See note 4 below) $ 3,948
========
Pro forma net income per share-diluted $ 0.18
========
</TABLE>
In April 1998, the Company sold substantially all of the assets of its
publication HomePC for cash and assumed liabilities totaling $4,087. In
connection with this transaction, the Company recorded a gain of approximately
$440.
In March 1998, in connection with the sale of its investment in a business
developing Internet-related technologies, the Company recorded a gain of
approximately $828.
During the six months ended June 30, 1997, the Company recorded charges of
$1,200 to reduce the carrying value of two of its investments in companies
developing Internet-related technologies due to impairment. These charges are
included in Other income (expense), net in the accompanying Condensed
Consolidated Statement of Income.
4. INITIAL PUBLIC OFFERING
On July 30, 1997, the Company closed an initial public offering (the
"Offering") of 5,485,000 shares of Class A Common Stock at an offering price of
$22.00 per share, of which 4,235,000 shares were sold by the Company and
1,250,000 shares were sold by selling stockholders. Net proceeds to the Company
after expenses of the Offering were $84,711.
In connection with the Offering, the Company terminated its S corporation
election and declared a final S corporation distribution of approximately
$39,300 to the individuals who were its stockholders of record prior to the
consummation of the Offering. The Company has used a portion of the net proceeds
of the Offering to repay debt of $21,750 outstanding at the time of the Offering
under its revolving credit agreement and a portion to pay the final S
corporation distribution. The remaining net proceeds are being used for general
corporate purposes including acquisitions.
5
<PAGE> 8
CMP MEDIA INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)
Prior to the consummation of the Offering, the Company declared a
35.75-for-one stock split, in the form of a stock dividend, of all classes of
its common stock and restated its certificate of incorporation to, among other
things, change the par value of all classes of its common stock from $0.10 per
share to $0.01 per share. The stock dividend and change in par value have been
given retroactive treatment in the Condensed Consolidated Financial Statements
for all periods presented.
As a result of terminating its S corporation election and converting to a
C corporation in connection with the Offering, the Company is subject to U.S.
federal and all applicable state and local taxes. The unaudited pro forma
benefit for income taxes, unaudited pro forma net loss and unaudited pro forma
net loss per share data for the three and six months ended June 30, 1997 are
presented as if the Company had terminated its S corporation election prior to
January 1, 1997.
5. NET INCOME PER SHARE AND WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Net income per share-basic is calculated using weighted average common shares
outstanding and net income per share-diluted is calculated using weighted
average common shares outstanding including the effect of dilutive securities
calculated using the Treasury Stock Method. In addition, the calculations prior
to the Offering include shares of common stock representing the number of
shares, based upon the Offering price of $22.00 per share, the proceeds from
which would be necessary to pay the final S corporation distribution (see Note
4) and S corporation distributions of approximately $10,300 made in the twelve
months preceding May 31, 1997 which were in excess of net income for such
twelve-month period (the "Offering shares").
For the three months ended June 30, 1998, for the purpose of calculating net
income per share-basic, the weighted average number of common shares outstanding
was 23,110,386 and for the purpose of calculating net income per share-diluted,
the weighted average number of common shares outstanding and dilutive securities
was 24,262,312 which includes 1,151,926 shares representing the impact of common
stock options calculated using the Treasury Stock Method. For the three months
ended June 30, 1997, for the purpose of calculating pro forma net income per
shares-basic and -diluted, weighted average common shares outstanding including
the Offering shares was 22,361,777.
For the six months ended June 30, 1998, for the purpose of calculating net
income per share-basic, the weighted average number of common shares outstanding
was 23,110,386 and for the purpose of calculating net income per share-diluted,
the weighted average number of common shares outstanding and dilutive securities
was 24,325,932 which includes 1,215,546 shares representing the impact of common
stock options calculated using the Treasury Stock Method. For the six months
ended June 30, 1997, for the purpose of calculating pro forma net income per
shares-basic and -diluted, weighted average common shares outstanding including
the Offering shares was 22,361,777.
6
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1998 COMPARED WITH THREE MONTHS ENDED JUNE 30,
1997
REVENUES. Revenues for the three months ended June 30, 1998 increased $1.1
million, or 1%, to $126.1 million compared with $125.0 million for the same
period in 1997. The improvement was primarily attributable to increased revenues
for the Company's International operations, driven primarily by the launch of
Computer Reseller News France and the acquisition of three publications in the
U.K. in the fourth quarter of 1997, and the acquisition from The McGraw-Hill
Companies, Inc. ("McGraw-Hill") on May 29, 1998 of four publications (Byte, Data
Communications, LAN Times and tele.com) and NSTL, a technology and software
testing lab, partially offset by decreased revenues due to the sale of HomePC in
April 1998 and the discontinuance of NetGuide Magazine in July 1997. Total
advertising pages including the effects of the McGraw-Hill acquisition, the
HomePC sale and the NetGuide Magazine discontinuance increased 1.1% to 10,316
pages, primarily due to advertising page increases for InformationWeek,
Electronic Buyers' News and the publications acquired from McGraw-Hill,
partially offset by advertising page decreases for Computer Reseller News,
Windows Magazine, InternetWeek, and Computer Retail Week and from the sale of
HomePC and the discontinuance of NetGuide Magazine.
OPERATING COSTS AND EXPENSES. Cost of revenues for the three months ended
June 30, 1998 increased $5.8 million, or 12.0%, to $54.0 million compared with
$48.2 million for the same period in 1997, primarily as a result of $2.8 million
in higher costs associated with the Company's new International publications,
$2.5 million from the former McGraw-Hill publications, increased editorial costs
attributable to growth in the Company's Internet services and increased costs
for the Company's domestic print publications, partially offset by decreases due
to the sale of HomePC and the discontinuance of NetGuide Magazine. Cost of
revenues as a percentage of revenues increased to 42.9% in the second quarter of
1998 from 38.6% in the second quarter of 1997. This resulted primarily from the
addition of new International publications, which currently have higher expense
ratios than the Company's domestic print operations, and higher paper costs in
two of the Company's publications due to the conversion to coated stock,
partially offset by decreased costs due to the sale of HomePC and the
discontinuance of NetGuide Magazine. Cost of revenues includes production,
paper, editorial, distribution and fulfillment costs.
Selling and promotion expenses for the three months ended June 30, 1998
increased $2.2 million, or 5.2%, to $42.7 million compared with $40.5 million
for the same period in 1997. The increase was primarily attributable to higher
commission and sales force costs in the second quarter of 1998 as well as
increased costs due to the acquisition of the publications from McGraw-Hill,
partially offset by decreases due to the sale of HomePC and the discontinuance
of NetGuide Magazine. Selling and promotion expenses as a percentage of revenues
increased to 33.8% in the second quarter of 1998 from 32.4% in the second
quarter of 1997.
General and administrative expenses for the three months ended June 30,
1998 increased $1.2 million, or 5.5%, to $23.9 million compared with $22.7
million for the same period in 1997, primarily attributable to an increase of
approximately $1.3 million due to International expansion. General and
administrative expenses as a percentage of revenues increased to 19.0% in the
second quarter of 1998 from 18.1% in the second quarter of 1997.
GAIN ON SALES. The gain on sale of approximately $0.5 million in the
second quarter of 1998 was largely realized in connection with the sale of
HomePC magazine in April 1998.
OTHER INCOME (EXPENSE), NET. Other expense, net for the three months ended
June 30, 1998 of $0.1 million compared favorably to $2.1 million for the same
period in 1997, primarily as a result of a significant decrease in losses from
the Company's Internet-related investments, as well as interest income earned on
short-term and long-term investments during the second quarter of 1998 as
compared to interest expense on borrowings incurred during the second quarter of
1997. The Company's equity investments are primarily in International
publications and start-up Internet services and technology companies.
7
<PAGE> 10
PROVISION FOR INCOME TAXES. Prior to changing its tax election from S
corporation to C corporation, the Company and certain affiliates had elected to
be treated as S corporations for U.S. federal income tax purposes, which
required that the income or loss for federal and certain state and local
jurisdictions be recognized by the stockholders. In connection with the Offering
(see "Liquidity and Capital Resources"), the Company terminated its S
corporation election and became a C corporation. The Company's effective income
tax rate for the three months ended June 30, 1998 was 43.1%. If the Company and
certain affiliates had been C corporations for the three months ended June 30,
1997 the effective income tax rate would have been 43.6%.
SIX MONTHS ENDED JUNE 30, 1998 COMPARED WITH SIX MONTHS ENDED JUNE 30,
1997
REVENUES. Revenues for the six months ended June 30, 1998 increased $8.3
million, or 3.7%, to $235.2 million compared with $226.9 million for the same
period in 1997. The improvement was primarily attributable to increased revenues
for the Company's International and Internet operations, the acquisition of four
publications and NSTL from McGraw-Hill. These increases in revenues were
partially offset by the sale of HomePC and the discontinuance of NetGuide
Magazine. Total advertising pages increased by 0.4% to 18,837 pages, primarily
due to advertising page increases for InformationWeek, VARBusiness, Electronic
Buyers' News and the publications acquired from McGraw-Hill partially offset by
advertising page decreases for Computer Reseller News, InternetWeek, and Windows
Magazine, the sale of HomePC and the discontinuance of NetGuide Magazine.
OPERATING COSTS AND EXPENSES. Cost of revenues for the six months ended
June 30, 1998 increased $11.8 million, or 13.0%, to $103.0 million compared with
$91.2 million for the same period in 1997, primarily as a result of increased
production, editorial, distribution and paper costs of approximately $4.6
million associated with the Company's new International publications, the four
publications acquired from McGraw-Hill, increased editorial costs attributable
to growth in the Company's Internet services and an increase of $8.2 million for
the Company's domestic print publications partially offset by decreased costs of
$7.4 million as a result of the sale of HomePC and the discontinuance of
NetGuide Magazine. Cost of revenues as a percentage of revenues increased to
43.8% in the six months ended June 30, 1998 from 40.2% for the same period in
1997. This resulted primarily from the addition of new International
publications, which currently have higher expense ratios than the Company's
domestic print operations, and higher paper costs in two of the Company's
publications due to the conversion to coated stock, partially offset by
decreased costs due to the sale of HomePC and the discontinuance of NetGuide
Magazine. Cost of revenues includes production, paper, editorial, distribution
and fulfillment costs.
Selling and promotion expenses for the six months ended June 30, 1998
increased $3.7 million, or 4.9%, to $81.3 million compared with $77.6 million
for the same period in 1997. The increase was primarily attributable to
increased sales efforts associated with certain of the Company's publications
and increased costs associated with the acquisition of the publications from
McGraw-Hill and with the Company's new International publications, partially
offset by decreased selling and promotion costs due to the sale of HomePC and
the discontinuance of NetGuide Magazine. Selling and promotion expenses as a
percentage of revenues increased to 34.6% in the six months ended June 30, 1998
from 34.2% for the same period in 1997.
General and administrative expenses for the six months ended June 30, 1998
decreased $0.8 million, or 1.7%, to $44.8 million compared with $45.6 million
for the same period in 1997, primarily as a result of a $2.4 million charge
taken in the first quarter of 1997 for workforce reduction. Excluding this
charge, general and administrative costs increased slightly during the six
months ended June 30, 1998 as compared to the same period last year. General and
administrative expenses as a percentage of revenues decreased to 19.0% in the
six months ended June 30, 1998 from 20.1% for the same period in 1997.
GAIN ON SALES. The gain on sales of $1.3 million in the six months ended
June 30, 1998 was realized in connection with the sale of the Company's
investment in a business developing Internet-related technologies and from the
sale of HomePC.
8
<PAGE> 11
OTHER INCOME (EXPENSE), NET. Other income (expense), net for the six
months ended June 30, 1998 increased $5.6 million to $0.5 million compared with
$5.1 million of other expense, net for the same period in 1997, primarily as a
result of a significant decrease in losses from the Company's Internet-related
investments, as well as interest income earned on short-term and long-term
investments during the second half of 1998 as compared to interest expense on
borrowings incurred during the second half of 1997.
PROVISION FOR INCOME TAXES. If the Company and certain affiliates had been
C corporations for the six months ended June 30, 1998 and 1997, the effective
income tax rate would have been 43.1% and 43.6% respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Company has traditionally required relatively low levels of working
capital to operate its business. Working capital was $57.7 million at June 30,
1998 and $50.9 million at December 31, 1997. The increase in working capital for
the six months ended June 30, 1998 was primarily attributable to the
reclassification of investments from long-term to short-term as a result of
their maturities coming due within the operating cycle and earnings for the six
months ended June 30, 1998, offset by the impact of the acquisition of four
publications and NSTL from McGraw-Hill. Accounts receivable, net were $77.0
million at June 30, 1998 and $76.7 million at December 31, 1997. Days sales
outstanding was 57.6 at June 30, 1998 and 56.7 at December 31, 1997. Paper
inventories were $6.9 million at June 30, 1998 and $7.6 million at December 31,
1997.
Cash provided by (used in) operating activities was $11.9 million and
$(1.1) million for the six months ended June 30, 1998 and 1997, respectively.
The increase was primarily due to changes in working capital items, the most
significant of which were accounts receivable, inventories, accounts payable,
accrued expenses and other current liabilities and deferred revenue and other
liabilities, partially offset by decreased losses from investments in
unconsolidated affiliates and decreased earnings.
Investing activities during the six months ended June 30, 1998 used $32.0
million, consisting primarily of $30.1 million in purchases of businesses
(including four publications and NSTL from McGraw-Hill), partially offset by
$3.9 million in proceeds from the sale of the Company's 50% interest in one of
its joint ventures engaged in Internet-related services as well as proceeds from
the sale of HomePC. Investing activities during the six months ended June 30,
1997 used $8.2 million, consisting of $6.4 million in capital expenditures and
$1.8 million in investments in and advances to Internet services and other
entities in which the Company has investments. The Company expects total capital
expenditures for 1998 to continue at least at the pace of 1997 and to be
primarily for computer equipment for business unit and corporate use.
Financing activities during the six months ended June 30, 1998 provided
$15.2 million, consisting primarily of $28.6 million of borrowings under the
Company's revolving credit agreement partially offset by $13.3 million of cash
distributions to the individuals who were the Company's stockholders of record
prior to the Offering, a significant portion of which distributions were used by
such stockholders to pay taxes they owed on the Company's income attributable to
them as stockholders of an S corporation. Financing activities for the six
months ended June 30, 1997 provided $2.7 million, consisting primarily of $29.5
million of borrowings under the Company's revolving credit agreement, partially
offset by $25.7 million for repayment of borrowings.
The Company's revolving credit agreement, as amended, with two financial
institutions provides for borrowings of up to $75 million. Borrowings are
unsecured and bear interest at either (i) LIBOR plus .35% to .825% depending on
outstanding loan balances and the Company's earnings levels, or (ii) the prime
rate, at the Company's option. The agreement, as amended, contains certain
negative covenants regarding, among other items, minimum levels of net worth,
fixed coverage and limitations on indebtedness. Borrowings outstanding at June
30, 1998 are due November 14, 2001. The Company was in compliance with all the
covenants of the revolving credit agreement at June 30, 1998.
9
<PAGE> 12
In April 1997, the Company guaranteed loans totaling $4.7 million to two
of its senior executives to pay taxes in connection with their purchase of Class
A Common Stock from principal stockholders of the Company. The loans are from
one of the financial institutions with which the Company has its revolving
credit agreement. These loans will be payable in November 2001 and are
guaranteed through such date. The Company is obligated to extend the guarantees
for $3.0 million and $1.7 million through December 31, 2005 and December 31,
2007, respectively, at the request of the senior executives.
On July 30, 1997, the Company closed the Offering of 5,485,000 shares of
Class A Common Stock at an offering price of $22.00 per share, of which
4,235,000 shares were sold by the Company and 1,250,000 shares were sold by
selling stockholders. Net proceeds to the Company after expenses of the Offering
were approximately $84.7 million.
In connection with the Offering, the Company terminated its S corporation
election and declared a final S corporation distribution of approximately $39.3
million to the individuals who were its stockholders of record prior to the
consummation of the Offering, a significant portion of which distribution was
used by such stockholders to pay taxes they owed on the Company's income
attributable to them as stockholders of an S corporation. The Company has used a
portion of the net proceeds of the Offering to pay the final S corporation
distribution and a portion to repay approximately $21.8 million outstanding
under its revolving credit agreement at the time of the Offering. The remaining
net proceeds are currently held in short-term and long-term investments. The
Company plans to use the remaining net proceeds of the Offering for general
corporate purposes including acquisitions.
The Company's working capital requirements and costs associated with new
product development have been met by cash flow from operations and short-term
borrowings under its existing revolving credit facility. Management believes
sufficient cash resources will be available to support its long-term growth
strategies through internally generated funds, the proceeds of the Offering and
existing credit arrangements.
SEASONALITY
Although the Company earned a profit in the first quarter of 1998, it has
typically incurred operating losses in the first quarter of most years, but
generally has earned profits in each of the remaining quarters. First quarter
losses have been primarily due to lower than average advertising sales during
the quarter and relatively even distribution of certain costs throughout the
year. First-quarter losses have varied from year to year due to a variety of
factors, including the timing of new product launches and price increases from
suppliers.
Fourth-quarter revenues and income from operations of the Company have
traditionally been more favorable than those of the preceding quarters as a
result of a tendency of technology advertisers to place more advertising in the
latter part of the year and the scheduling of major technology industry trade
shows in the fourth quarter. While operating results for any quarter are not
necessarily indicative of results for any future period, the Company expects
that these quarterly trends will continue for the foreseeable future.
INFLATION AND VOLATILITY OF PAPER PRICES
The Company continually reviews the impact of inflation and the volatility
of paper prices. Paper prices rose significantly in 1995, dropped in 1996,
increased moderately in 1997 and have increased only minimally in recent months.
The Company will continue to monitor the impact of inflation and paper prices
and will consider these matters in setting its pricing policies. There can be no
assurance that the Company can recoup paper price increases by passing them
through to its advertisers and readers. In addition, the Company continually
reviews its purchasing and manufacturing processes for opportunities to reduce
costs and mitigate the impact of paper and postage increases (such as purchasing
lighter-grade paper stock or, when paper prices are at cyclical lows, increasing
paper inventory or entering into longer term contracts with suppliers). However,
the Company has not entered, and does not currently plan to enter, into forward
contracts. The Company also takes advantage of various postal discounts.
10
<PAGE> 13
YEAR 2000
The Company has initiated an enterprise-wide project to assess the
potential issues associated with computer programming codes in its existing
computer systems with respect to a two-digit value for the year 2000. This
project consists of an evaluation of the technology and data used in the
Company's internal operations and the creation and delivery of its products and
services in order to identify potential year 2000 issues. The project also
includes assessing any year 2000 issues that may be caused by the Company's
customers and vendors, but there can be no assurance that such third parties
will successfully remediate their own year 2000 issues over which the Company
has no control. The Company believes that it will complete its assessment as
well as implement any necessary programming modifications prior to the
commencement of the year 2000 and, assuming that the Company's customers and
vendors successfully remediate their own year 2000 issues, the Company believes
it will have no material business risk from such year 2000 issues. Management
believes that any cost associated with the assessment of year 2000 issues as
well as necessary modifications to its systems will not have a material adverse
impact on the Company's financial position, results of operations or cash flows.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements regarding matters that are
subject to risks and uncertainties. For such statements, the Company claims the
protection of the safe harbor for forward-looking statements contained in
Section 21E of the Securities Exchange Act of 1934, as amended. The Company's
results could differ materially from those discussed in each forward-looking
statement due to various factors which are outside the Company's control,
including a reduction in demand for advertising by technology advertisers,
competition from other media companies for audience and advertising revenue,
market acceptance and penetration of new products and services, and material
adverse changes in general economic conditions.
11
<PAGE> 14
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None
ITEM 2. CHANGES IN SECURITIES.
The Company's Registration Statement on Form S-1 (File No. 333-26741) was
declared effective by the Securities and Exchange Commission (the "Commission")
on July 24, 1997. On July 30, 1997, the Company closed the initial public
offering of its Class A Common Stock, par value $.01 per share (the "Offering").
After deducting expenses of the Offering, net proceeds received by the Company
were approximately $84.7 million. To date, the Company has used a portion of
such proceeds to pay the $39.3 million final S corporation distribution and
approximately $21.8 million to repay indebtedness outstanding under its
revolving credit agreement. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources."
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Annual Meeting of Stockholders of the Company was held on May 28,
1998, at which time the stockholders elected directors and voted on the CMP
Media Inc. 1998 Annual Incentive Compensation Plan. The following votes were
cast for or withheld with respect to the election of the following nominees as
directors:
<TABLE>
<CAPTION>
Director Class A Class B
- ------------------------------------------------------------------------------
For Withheld For Withheld
--- -------- --- --------
<S> <C> <C> <C> <C>
Richard W. Anderson 6,482,347 2,510 160,500,740 -
Kenneth D. Cron 6,482,347 2,510 160,500,740 -
Daniel H. Leeds 6,482,347 2,510 160,500,740 -
Gerard G. Leeds 6,482,347 2,510 160,500,740 -
Lilo J. Leeds 6,482,347 2,510 160,500,740 -
Michael S. Leeds 6,482,347 2,510 160,500,740 -
Richard A. Leeds 6,482,347 2,510 160,500,740 -
Sharon Lee Patrick 6,482,347 2,510 160,500,740 -
</TABLE>
The following votes were cast with respect to the approval of the CMP Media
Inc. 1998 Annual Incentive Compensation Plan:
<TABLE>
<CAPTION>
Class A Class B
- -------------------------------------------------------------------------------
<S> <C> <C>
For 6,469,467 160,500,740
Against 9,780 -
Abstain 5,610 -
</TABLE>
Each share of Class A Common Stock entitles the holder to one vote and each
share of Class B Common Stock entitles the holder to 10 votes on each matter on
which the stockholders of the Company are entitled to vote.
ITEM 5. OTHER INFORMATION.
None
12
<PAGE> 15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
*3.3 Restated Certificate of Incorporation of CMP Media Inc.
*3.4 Amended and Restated By-laws of CMP Media Inc.
*4.1 Reference is made to Exhibits 3.3 and 3.4
*4.2 Specimen Class A Common Stock certificate
*4.3 1997 Stockholders' Agreement
27 Financial Data Schedule
- ---------------------
* Incorporated by reference to the corresponding exhibit to the Registration
Statement on Form S-1 of CMP Media Inc., as amended (Commission File No.
333-26741).
(b) The following reports on Form 8-K were filed during the Company's
quarter ended June 30, 1998:
An Item 5 report on Form 8-K, dated April 10, 1998, was filed
reporting the sale of HomePC Magazine to Imagine Media.
13
<PAGE> 16
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.
CMP MEDIA INC.
August 14, 1998 By: /s/ Joseph E. Sichler
----------------------
Joseph E. Sichler
Vice President and Chief Financial Officer
(Authorized Executive Officer and Principal
Accounting Officer)
14
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<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 26,567
<SECURITIES> 14,054
<RECEIVABLES> 80,872
<ALLOWANCES> 3,885
<INVENTORY> 6,918
<CURRENT-ASSETS> 140,904
<PP&E> 55,006
<DEPRECIATION> 26,141
<TOTAL-ASSETS> 229,217
<CURRENT-LIABILITIES> 83,216
<BONDS> 0
0
0
<COMMON> 231
<OTHER-SE> 101,995
<TOTAL-LIABILITY-AND-EQUITY> 229,217
<SALES> 235,240
<TOTAL-REVENUES> 235,240
<CGS> 103,021
<TOTAL-COSTS> 229,137
<OTHER-EXPENSES> (1,851)
<LOSS-PROVISION> 1,783
<INTEREST-EXPENSE> (870)
<INCOME-PRETAX> 7,954
<INCOME-TAX> 3,428
<INCOME-CONTINUING> 4,526
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,526
<EPS-PRIMARY> 0.20
<EPS-DILUTED> 0.19
</TABLE>
