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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 10, 1998
CMP MEDIA INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-22789 11-2240940
(State or other jurisdiction of (Commission File Number) (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)
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CMP MEDIA INC.
INDEX
ITEM 5. OTHER EVENTS ............................... 1-3
SIGNATURE ............................................. 4
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ITEM 5. OTHER EVENTS.
On February 10, 1998, CMP Media Inc. issued the following press release:
CMP MEDIA INC. ANNOUNCES RECORD FOURTH QUARTER AND FULL-YEAR RESULTS
Manhasset, NY -- CMP MEDIA INC. (NASDAQ: CMPX) today announced record sales and
earnings for its fourth quarter and year ended December 31, 1997.
Revenues for the fourth quarter increased 15.5% to $132.8 million from $114.9
million reported for the fourth quarter of 1996. Operating income for the fourth
quarter of 1997 was $15.4 million, an increase of 19.8% as compared to $12.9
million reported for the same period in 1996. The fourth quarter pro forma net
income was $9.3 million, or $0.39 per share compared to pro forma net income of
$6.2 million, or $0.28 per share, for the same period in 1996.
For the year ended December 31, 1997, revenues increased 13.3% to $473.9 million
from $418.1 million reported for the same period in 1996. Inclusive of a
non-recurring compensation charge of $4.4 million resulting from a gift of
shares to employees by the company's founders at the time of CMP's initial
public offering, operating income was $34.9 million, an increase of 21.1% as
compared to $28.8 million reported for 1996. Excluding the non-recurring
compensation charge, operating income was $39.3 million, an increase of 36.6%
from $28.8 million for 1996. The operating margin for the year, excluding the
non-recurring compensation charge, was 8.3% as compared to 6.9% for the same
period in 1996.
Pro forma net income for 1997 was $17.3 million, or $0.75 per share, compared to
pro forma net income of $16.1 million, or $0.72 per share, for the same period
in 1996; however, excluding the non-recurring compensation charge, pro forma net
income was $19.8 million, or $0.86 per share. In addition, excluding
first-quarter 1997 after-tax charges of $2.0 million related to a reduction in
work force and reductions in the carrying value of investments in companies
developing Internet-related technologies, pro forma earnings per share amounted
to $0.94.
"We ended 1997 with solid revenue growth over 1996," said Michael Leeds,
President and CEO of CMP Media, "and once again, we were the market-share leader
in terms of ad pages." The company's 1997 ad-page market share, according to
Toronto-based Inquiry Management Systems, was 24.6%, the highest in the U.S. for
technology print advertising.
"We saw ad-page gains in each of our three major U.S. markets - the builders,
sellers and users of technology," Leeds said. "Our international business also
grew, with revenues up 45%, and the revenues from our Internet businesses
tripled," he said.
"I'm particularly proud of the effort made by CMP people to continue improving
our profit margins, and we plan to build on this momentum in 1998," Leeds said.
Operating income for the company increased for the sixth consecutive year.
In connection with its initial public offering of 5,485,000 shares of Class A
Common Stock on July 25, 1997, the company terminated its S corporation election
and converted to C corporation status. Pro forma net income for the fourth
quarter and year ended December 31, 1997 and 1996 are presented as if the
company had been a C corporation prior to January 1, 1996.
CMP Media Inc. (Nasdaq: CMPX) is the only high-tech media company providing
essential information and marketing services to the full technology spectrum --
the builders, sellers and users of technology worldwide. With its portfolio of
leading newspapers, magazines, Internet products and conferences, CMP Media is
uniquely positioned to offer marketers comprehensive, integrated solutions
tailored to meet their individual needs. Online editions of the company's print
publications, which include EE Times,
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InformationWeek, Computer Reseller News and Windows Magazine, along with
products and services created exclusively for the Internet, can be found on
CMPnet at http://www.CMPnet.com.
This release contains forward-looking statements that are subject to risks and
uncertainties. CMP's actual results could differ materially from those discussed
in such forward-looking statements, due to various factors which are outside
CMP's control. For a more detailed discussion of these factors and others, see
the Risk Factors section of CMP's prospectus filed as part of its registration
statement on Form S-1 (SEC File No. 333-26741).
(Tables to Follow)
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CMP MEDIA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS
(UNAUDITED)
<TABLE>
<CAPTION>
For the three months For the year
ended December 31, ended December 31,
---------------------------------------- ---------------------------------------
1996 1997 % change 1996 1997 % change
------------ ----------- --------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 114,897 $ 132,754 15.5% $ 418,059 $ 473,851 13.3%
Operating costs and expenses:
Cost of revenues 44,369 52,676 18.7% 172,475 188,965 9.6%
Selling and promotion 38,165 45,445 19.1% 138,319 160,579 16.1%
General and administrative 19,468 19,191 (1.4%) 78,460 84,971 8.3%
Non-recurring compensation charge - - - - 4,449 100.0%
----------- ---------- ------ --------- ------------ -------
Income from operations 12,895 15,442 19.8% 28,805 34,887 21.1%
----------- ---------- ------ --------- ------------ -------
Gains on sales - 969 100.0% 1,434 4,011 N/A
Other income (expense), net (2,102) 133 N/A (2,476) (8,161) N/A
----------- ---------- ------ --------- ------------ -------
Income before provision for
income taxes $ 10,793 $ 16,544 53.3% $ 27,763 $ 30,737 10.7%
Provision for income taxes 351 3,139 N/A 904 450 (50.2%)
----------- ---------- ------ --------- ------------ -------
Net income $ 10,442 $ 13,405 28.4% $ 26,859 $ 30,287 12.8%
========== ========= ====== ========= =========== =======
Pro Forma Data:
Historical income before provision
for income taxes $ 10,793 $ 16,544 53.3% $ 27,763 $ 30,737 10.7%
Pro forma provision for income taxes 4,551 7,213 58.5% 11,707 13,401 14.5%
----------- ---------- ------ --------- ------------ -------
Pro forma net income $ 6,242 $ 9,331 49.5% $ 16,056 $ 17,336 8.0%
========== ========= ====== ========= =========== =======
Pro forma net income per share -
diluted $ 0.28 $ 0.39 39.3% $ 0.72 $ 0.75 4.2%
========== ========= ====== ========= =========== =======
Pro forma weighted average number
of shares of common stock and
common stock equivalents 22,361,777 24,033,162 22,361,777 23,206,073
========== ========== ========== ===========
</TABLE>
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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 hereunto duly authorized.
CMP MEDIA INC.
March 27, 1998 By: /s/ Joseph E. Sichler
-----------------------------
Joseph E. Sichler
Vice President and Chief Financial Officer
(Principal Accounting Officer)
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