<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 March 31, 1999
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 May 11, 1999, there were 23,103,926 shares of the Registrant's
voting common stock issued and outstanding, of which 12,951,116 shares were
Class A Common Stock and 10,152,810 shares were Class B Common Stock.
<PAGE> 2
CMP Media Inc.
Index
Part I - Financial Information
Item 1. Financial Statements.
Condensed Consolidated Statements of Income (Unaudited)
for the three months ended March 31, 1999 and 1998............... 1
Condensed Consolidated Balance Sheets (Unaudited)
as of March 31, 1999 and December 31, 1998....................... 2
Condensed Consolidated Statements of Cash Flows (Unaudited)
for the three months ended March 31, 1999 and 1998............... 3
Notes to Unaudited Condensed Consolidated Financial Statements... 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Part II - Other Information 14
Signatures 15
<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
ended March 31,
--------------------
1999 1998
---- ----
<S> <C> <C>
Revenue $ 105,891 $ 109,185
Operating costs and expenses:
Cost of revenue 48,512 48,980
Selling and promotion 37,968 38,682
General and administrative 23,090 20,872
--------- ---------
Income (loss) from operations (3,679) 651
--------- ---------
Gain on sales 2,826 828
Other income (expense), net (146) 593
--------- ---------
Income (loss) before provision (benefit)
for income taxes $ (999) $ 2,072
Provision (benefit) for income taxes (425) 893
--------- ---------
Net income (loss) $ (574) $ 1,179
========= =========
Net income (loss) per share - basic $ (0.02) $ 0.05
========= =========
Net income (loss) per share - diluted $ (0.02) $ 0.05
========= =========
</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>
March 31, December 31,
1999 1998
-------- -----------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 9,927 $ 6,658
Accounts receivable, net 71,216 76,321
Short-term investments 13,527 13,211
Inventories 4,587 4,253
Deferred income taxes 7,471 7,471
Deferred subscription acquisition costs 4,163 --
Prepaid expenses and other current assets 9,172 13,135
-------- --------
Total current assets 120,063 121,049
-------- --------
Property and equipment, net 29,021 30,003
Long-term investments 454 1,702
Investments in and advances to unconsolidated affiliates 3,518 3,637
Intangible assets 37,530 38,289
Deferred income taxes 4,138 4,138
Other assets 3,264 3,444
-------- --------
$197,988 $202,262
======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 28,363 $ 29,320
Accrued expenses and other current liabilities 34,751 43,152
Deferred revenue 13,059 11,277
-------- --------
Total current liabilities 76,173 83,749
-------- --------
Deferred compensation 5,853 5,528
Other liabilities 5,645 5,478
-------- --------
Total liabilities 87,671 94,755
-------- --------
Commitments and contingencies (Note 6)
Stockholders' equity:
Class A Common Stock, par value $.01 per share, 50,000,000 shares
authorized, 7,123,547 shares and 7,092,362 shares issued
at March 31, 1999 and December 31, 1998, respectively 71 71
Class B Common Stock, par value $.01 per share, 20,000,000 shares
authorized, 16,043,004 shares issued at March 31, 1999 and
December 31, 1998 160 160
Additional paid-in capital 86,014 85,556
Retained earnings 33,013 33,587
Unamortized restricted stock compensation (10,388) (10,850)
Accumulated other comprehensive income 2,958 494
Treasury stock, at cost, 81,672 shares (1,511) (1,511)
-------- --------
Total stockholders' equity 110,317 107,507
-------- --------
$197,988 $202,262
======== ========
</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 three months
ended March 31,
----------------------
1999 1998
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (574) $ 1,179
Reconciliation of net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of property and equipment 3,066 2,432
Amortization of intangible assets 786 199
Write-off of property and equipment 83 75
Provision for doubtful accounts 747 722
Compensation expense under incentive plans 787 1,643
Gain on sales (2,826) (828)
Income (loss) from unconsolidated affiliates 511 (16)
Changes in operating assets and liabilities, net of the effects of
businesses acquired and sold:
Decrease in accounts receivable 4,109 3,758
Increase in inventories (334) (718)
Increase in prepaid expenses and other assets (20) (3,857)
Decrease in accounts payable, accrued expenses
and other current liabilities (11,239) (5,872)
Increase in deferred revenue and other liabilities 1,967 2,429
-------- --------
Net cash provided by (used in) operating activities (2,937) 1,146
-------- --------
Cash flows from investing activities:
Purchase of property and equipment (2,167) (2,340)
Investments in and advances to unconsolidated affiliates (545) (12)
Purchase of investments (11) (814)
Proceeds from sale of investments 5,502 500
Proceeds from sales of assets 3,000 2,000
Other investing activities (21) (166)
-------- --------
Net cash provided by (used in) investing activities 5,758 (832)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of common stock 458 --
Distributions to S corporation stockholders -- (8,000)
Other financing activities (10) (69)
-------- --------
Net cash provided by (used in) financing activities 448 (8,069)
-------- --------
Net change in cash and cash equivalents 3,269 (7,755)
Cash and cash equivalents at beginning of period 6,658 31,495
-------- --------
Cash and cash equivalents at end of period $ 9,927 $ 23,740
======== ========
</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" or "CMP") as of March 31, 1999 and for the three
months ended March 31, 1999 and 1998 are unaudited but have been prepared in
accordance with generally accepted accounting principles for interim financial
statements. For interim financial reporting purposes, subscription acquisition
costs are deferred and allocated among interim periods based upon the benefit
received. 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, 1998 included in the Company's 1998 Annual Report on Form 10-K. The
condensed consolidated balance sheet as of December 31, 1998 has been summarized
from the Company's audited consolidated balance sheet as of that date.
2. Comprehensive Income
In 1998, the Company adopted Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income" which 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
months ended March 31, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>
For the three months
ended March 31,
--------------------
1999 1998
---- ----
(unaudited)
<S> <C> <C>
Net income (loss) ...................................... $ (574) $ 1,179
Other comprehensive income, net of tax:
Unrealized gains on securities available for sale .. 2,607 8
Foreign currency translation adjustments ........... (143) (110)
-------- --------
Total comprehensive income ............................. $ 1,890 $ 1,077
======== ========
</TABLE>
3. Results of Operations
In February 1999, the Company sold a portion of its investment in a
company developing Internet-related technologies to a new joint venture partner
for approximately $3,000, resulting in a gain on sale of approximately $2,800.
In March 1998, in connection with the sale of its investment in a company
developing Internet-related technologies, the Company recorded a gain of
approximately $828.
4
<PAGE> 7
CMP Media Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements - Continued
(in thousands, except per share and share amounts)
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 $28,600
in cash plus the assumption of certain liabilities. The following table
summarizes pro forma results as if the acquisition had occurred on January 1,
1998:
<TABLE>
<CAPTION>
For the three
months ended
March 31, 1998
--------------
(unaudited)
<S> <C>
Revenue $ 120,877
=========
Income before taxes $ 695
=========
Net income $ 395
=========
Net income per share - diluted $ 0.02
=========
</TABLE>
On April 21, 1999, CMP sold all of its shares of an Internet-related
company for approximately $10.0 million. The Company realized a gain of $9.1
million in connection with this sale which will be recorded in the three months
ending June 30, 1999.
4. 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.
For the three months ended March 31, 1999 and 1998, for the purpose of
calculating net income per share - basic, the weighted average number of common
shares outstanding was 23,082,879 and 23,110,386, respectively. For the three
months ended March 31, 1999, the inclusion of dilutive securities in the
calculation of net loss per share - diluted would have been anti-dilutive;
therefore, the calculation of net loss per share - diluted did not include
dilutive securities. For the three months ended March 31, 1998, for the purpose
of calculating net income per share - diluted, the weighted average number of
common shares outstanding including dilutive securities was 24,389,551 which
includes 1,279,165 shares representing the impact of common stock options using
the Treasury Stock Method.
5. Segment Information:
In 1998, the Company adopted Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related Information"
("SFAS No. 131"), which establishes standards for reporting information about
operating segments. SFAS No. 131 introduced the management approach for segment
reporting which designates the internal organization that is used by management
for making operating decisions and assessing performance as the source of the
Company's reportable segments. The adoption of SFAS No. 131 had no impact on the
Company's consolidated results of operations, financial position or cash flows.
5
<PAGE> 8
CMP Media Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements - Continued
(in thousands, except per share and share amounts)
The Company is organized on the basis of products and services. The
Company's business units are strategic groups that offer different products and
services. These business units have been aggregated into three segments:
publishing, conferences and computer hardware/software testing. The publishing
segment is a reportable segment. For purposes of reporting under SFAS No. 131,
the conference and computer hardware/software testing segments have been
combined in an "all other" category.
The accounting policies of the segments are the same as those for the
Company as a whole. There is no intersegment revenue. Segment data includes a
charge allocating corporate-headquarters costs. Management evaluates the
performance of its segments and allocates resources to them based on income or
loss before income taxes.
The table below presents information about reportable segments for the
three months ended March 31, 1999 and 1998.
<TABLE>
<CAPTION>
For the three months ended March 31, 1999
------------------------------------------------
Reconciling
Publishing All Other Items (1) Total
---------- --------- --------- -----
<S> <C> <C> <C> <C>
Revenue $ 99,479 $ 6,412 $ -- $ 105,891
Income (loss) before taxes 3,704 392 (5,095) (999)
</TABLE>
(1) Reconciling items primarily include unallocated corporate expenses.
<TABLE>
<CAPTION>
For the three months ended March 31, 1998
------------------------------------------------
Reconciling
Publishing All Other Items (1) Total
---------- --------- --------- -----
<S> <C> <C> <C> <C>
Revenue $ 107,665 $ 1,520 $ -- $ 109,185
Income (loss) before taxes 4,503 (154) (2,277) 2,072
</TABLE>
(1) Reconciling items primarily include unallocated corporate expenses.
6. Recent Events
On April 29, 1999, CMP and United News & Media plc ("United") announced
the signing of an Agreement and Plan of Merger dated as of April 28, 1999 (the
"Merger Agreement") pursuant to which United, through its wholly-owned
affiliates, MFW Acquisition Corp. and MFW Acquisition Holdings Corp., has
offered to acquire all outstanding shares of CMP's Class A and Class B Common
Stock (the "Shares") at a price of $39.00 per share (the "Offer").
The Offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn prior to the expiration of the Offer at least 51% of
the Shares outstanding and (ii) the expiration or termination of any applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended. The Offer is also subject to other terms and conditions contained in
the Offer to Purchase dated May 6, 1999. A Tender and Voting Agreement (the
"Tender and Voting Agreement") was entered into as of April 28, 1999 between MFW
Acquisition Corp. and the holders of all of the Company's
6
<PAGE> 9
CMP Media Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements - Continued
(in thousands, except per share and share amounts)
outstanding Class B Common Stock by which such holders agreed to tender all of
their Shares (which represent approximately 54% of the Company's outstanding
common stock) pursuant to the Offer.
The Offer provides that, after the purchase of Shares pursuant to the
Offer and the satisfaction of the other conditions set forth in the Merger
Agreement, MFW Acquisition Corp. will be merged with and into the Company
(following the Merger, the "Surviving Corporation") in accordance with the
relevant provisions of the General Corporation Law of the State of Delaware.
Following consummation of such Merger (the "Merger"), the Surviving Corporation
will be a wholly-owned subsidiary of MFW Acquisition Holdings Corp.
The Company has entered into certain agreements and amendments to existing
agreements which provide for payments, acceleration of certain stock options and
cancellation of certain stock options upon a change of control of the Company (a
"Change of Control"). The terms of these agreements and amendments are
summarized below.
On April 8, 1999, the Board of Directors of the Company amended the 1988
Equity Appreciation Plan (the "EAP"), in which certain key executives
participate such that, upon a Change of Control, all unredeemed share
appreciation rights will be redeemed for an amount based upon the value of the
transaction which results in the Change of Control. The amount contingently
payable under the EAP upon a Change of Control in excess of amounts previously
accrued pursuant to the formula contained in the EAP prior to the amendment is
approximately $5,600.
Effective March 1, 1999, the Company adopted the CMP Media Inc. Retention
Bonus Plan (the "Retention Plan"). The Company has awarded bonuses to certain
key employees under the Retention Plan, as well as to certain key executives
under separate agreements, which are payable provided that such employees and
executives do not resign from employment with the Company through a specified
period of time after a Change of Control. The amount contingently payable under
the Retention Plan and such agreements upon a Change of Control is approximately
$23,000.
In addition, the Company has amended outstanding stock option agreements
with certain of its employees as follows: (i) In agreements effective April 23,
1999, two key senior executives and the Company agreed that the executives'
option agreements will be terminated upon a Change of Control and that all
options issuable to them under their option agreements will thereupon be
canceled. The number of options held by these executives is 1,698,840. (ii) In
an agreement effective April 23, 1999, one key senior executive and the Company
agreed that the vesting of his options would accelerate upon a Change of Control
and that all options issuable to him under his option agreement would thereupon
become exercisable. The number of options held by this executive is 943,800.
(iii) By resolutions adopted on February 9, 1999, the Compensation Committee of
the Board of Directors of the Company modified the terms of options held by all
other employees so that they will immediately vest and become exercisable upon a
Change of Control.
7
<PAGE> 10
CMP Media Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements - Continued
(in thousands, except per share and share amounts)
The Company entered into agreements effective March 1, 1999 with certain
key employees which provide that if the key employee is terminated without
cause or resigns for good reason within a specified time period after a Change
of Control, the key employee is entitled to extended severance benefits subject
in many cases to certain non-competition covenants. The amount contingently
payable under these agreements is approximately $15,500.
On April 28, 1999, the Board of Directors of the Company adopted an
employee bonus plan (the "Bonus Plan") under which bonuses may be paid to
employees who remain employed by the Company through the date of a Change of
Control. All bonuses payable under the Bonus Plan were funded by the
contribution to the Company by its principal stockholders of 1,282,052 shares of
their Class A Common Stock. The Company has placed the shares it received from
such principal stockholders in a trust in accordance with the 1999 Leeds
Family/CMP Media Inc. Employee Benefit Trust Agreement. In the event of a
transaction resulting in a Change of Control, the shares in the trust would be
sold in such transaction on the same terms as all other issued and outstanding
shares of common stock of CMP. The proceeds received by the trust upon the
Change of Control would be used to pay the bonuses under the Bonus Plan.
In the event of a Change of Control, payments to certain key executives
may be subject to excise taxes pursuant to Section 280G of the Internal Revenue
Code of 1986, as amended. The Company entered into agreements effective March 1,
1999 with four senior executives which provide that, to the extent that excise
taxes are due, the Company will pay such executives gross-up bonuses to offset
the effect of such excise taxes. Should a Change of Control occur, the amount
contingently payable for gross-up bonuses is approximately $11,000.
The Company expects to incur professional fees of approximately $23,000 in
connection with the Offer. Of this amount, approximately $19,100 is contingently
payable upon the closing of the Offer.
8
<PAGE> 11
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Recent Events
On April 29, 1999, CMP and United News & Media plc ("United") announced
the signing of an Agreement and Plan of Merger dated as of April 28, 1999
pursuant to which United, through its wholly-owned affiliates, MFW Acquisition
Corp. and MFW Acquisition Holdings Corp., has offered to acquire all outstanding
shares of CMP's Class A and Class B Common Stock (the "Shares") at a price of
$39.00 per share (the "Offer").
The Company has entered into certain agreements and amendments to existing
agreements which provide for payments, acceleration of certain stock options and
cancellation of certain stock options upon a change of control of the Company.
For further discussion of the Offer and related agreements, see Note 6 to
the unaudited condensed consolidated financial statements contained elsewhere
herein.
Three Months Ended March 31, 1999 Compared with Three Months Ended March 31,
1998
Revenue. Revenue for the three months ended March 31, 1999 decreased $3.3
million, or 3.0%, to $105.9 million compared with $109.2 million for the same
period in 1998. The decline was primarily attributable to a decrease in the
number of advertising pages in the Company's domestic print publications and the
absence of revenue due to the sale of HomePC, partially offset by increased
revenue for the Company's International operations and Internet services. Total
advertising pages decreased 17.5% to 7,043 pages, primarily due to advertising
page decreases for Computer Reseller News, Electronic Buyers' News, Electronic
Engineering Times, VARBusiness and WINDOWS; also HomePC was sold in April 1998.
These decreases in advertising pages were partially offset by the addition of
advertising pages for the publications acquired from McGraw-Hill.
Operating Costs and Expenses. Cost of revenue for the three months ended
March 31, 1999 decreased $0.5 million, or 1.0%, to $48.5 million compared with
$49.0 million for the same period in 1998. The decrease was primarily due to
lower costs for the Company's domestic print publications associated with
decreased revenue in the first quarter of 1999 as compared to the first quarter
of 1998, partially offset by increased costs associated with the acquisition of
the McGraw-Hill publications and NSTL and increased costs in International
operations. Cost of revenue as a percentage of revenue increased to 45.8% in the
first quarter of 1999 from 44.9% in the first quarter of 1998. This resulted
primarily from the growth in International operations, which currently have
higher expense ratios than the Company's domestic print publications. Cost of
revenue includes production, paper, editorial, distribution and fulfillment
costs.
Selling and promotion expenses for the three months ended March 31, 1999
decreased $0.7 million, or 1.8%, to $38.0 million compared with $38.7 million
for the same period in 1998. The decrease was primarily attributable to lower
commission and sales force costs associated with decreased revenue in the first
quarter of 1999 as compared to the first quarter of 1998 as well as decreased
selling and promotion costs due to the sale of HomePC, partially offset by
increased sales efforts associated with the Company's new publications acquired
from McGraw-Hill and International publications. Selling and promotion expenses
as a percentage of revenue increased to 35.9% in the first quarter of 1999 from
35.4% in the first quarter of 1998.
General and administrative expenses for the three months ended March 31,
1999 increased $2.2 million, or 10.6% to $23.1 million compared with $20.9
million for the same period in 1998. General and administrative expenses as a
percentage of revenue increased to 21.8% in the first quarter of 1999 from 19.1%
in the first quarter of 1998.
9
<PAGE> 12
Gain on Sales. The gain on sale of $2.8 million in the first quarter of
1999 was realized in connection with the sale of a portion of the Company's
investment in a joint venture. The gain on sale of $0.8 million in the first
quarter of 1998 resulted from the sale of the Company's investment in a business
developing Internet-related technologies.
Other Income (Expense), Net. Other expense, net of $0.1 million for the
three months ended March 31, 1999 reflects $0.7 million of increased expenses
compared with other income, net of $0.6 million for the same period in 1998,
primarily as a result of losses from the Company's Internet-related investments,
as well as less interest income earned on short-term and long-term investments
during the first quarter of 1999 as compared to the first quarter of 1998. The
Company's equity investments are primarily in International publications and a
start-up Internet services and technology company.
Provision for Income Taxes. The Company's effective income tax rates for
the three months ended March 31, 1999 and 1998 were 42.5% and 43.1%,
respectively.
Liquidity and Capital Resources
The Company has traditionally required relatively low levels of working
capital to operate its business. Working capital was $43.9 million at March 31,
1999 and $37.3 million at December 31, 1998. The increase in working capital was
primarily attributable to $5.5 million in proceeds from the sale of investments
in marketable securities and the reclassification of investments from long-term
to short-term as a result of their maturities coming due within the operating
cycle, partially offset by a net loss from operations for the three months ended
March 31, 1999. Accounts receivable, net were $71.2 million at March 31, 1999
and $76.3 million at December 31, 1998. Days sales outstanding ("DSO") was 63.0
at March 31, 1999 and 58.0 at December 31, 1998. DSO has increased primarily due
to the growth in International operations which currently have higher DSO than
the Company's other businesses. Paper inventories were $4.6 million at March 31,
1999 and $4.3 million at December 31, 1998.
Cash provided by (used in) operating activities was $(2.9) million and
$1.1 million for the three months ended March 31, 1999 and 1998, respectively.
The decrease was primarily due to decreased earnings as well as changes in
working capital items, the most significant of which were decreases in accounts
payable, accrued expenses and other current liabilities, partially offset by a
decrease in prepaid expenses and other assets.
Investing activities during the three months ended March 31, 1999 provided
$5.8 million, consisting primarily of $5.5 million of proceeds from the sale of
investments in marketable securities and $3.0 million in proceeds from the sale
of a portion of the Company's interest in a joint venture engaged in
Internet-related services, partially offset by $2.2 million of capital
expenditures and $0.5 million for investments in and advances to unconsolidated
affiliates. Investing activities during the three months ended March 31, 1998
used $0.8 million, consisting primarily of $2.3 million of capital expenditures
and $0.8 million for the purchase of investments in marketable securities,
partially offset by $2.0 million in proceeds from the sale of the Company's 50%
interest in one of its joint ventures engaged in Internet-related services and
$0.5 million in proceeds from the sale of investments in marketable securities.
Financing activities during the three months ended March 31, 1999 provided
$0.4 million consisting primarily of proceeds from the issuance of Common Stock
under the Company's Employee Stock Purchase Plan. Financing activities during
the three months ended March 31, 1998 used $8.1 million, consisting primarily of
$8.0 million of cash distributions to stockholders of record prior to the
Company's July 1997 initial public offering (the "Offering").
The Company's revolving credit agreement, as amended, with two financial
institutions provides for borrowings of up to $75 million, substantially all of
which was available at March 31, 1999. 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. The agreement expires November 14, 2001.
10
<PAGE> 13
In April 1997, the Company guaranteed a loan of $3.0 million to one of its
senior executives to pay taxes in connection with the purchase of Class A Common
Stock from principal stockholders of the Company. The loan is from one of the
financial institutions with which the Company has its revolving credit
agreement. As of March 31, 1999, the balance of the loan and related guarantee
was $1.2 million. The amount available to the Company for borrowings under its
revolving credit agreement is reduced by the amount of this guarantee. This loan
will be payable in November 2001 and is guaranteed through such date. The
Company is obligated to extend the guarantee through December 31, 2005 at the
request of the senior executive. In the event of a change of control of the
Company, the senior executive will repay the loan in full.
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 revenue and income from operations of the Company have
typically 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. However, there can be no assurance that these quarterly
patterns will continue in the future.
Inflation and the Volatility of Paper Prices
The Company continually reviews the impact of inflation and the volatility
of paper prices. The U.S. Postal Service increased the postage rate in early
1999. In an effort to minimize the impact of this increase, the Company has
implemented various cost saving initiatives which include using lighter paper
stock, taking advantage of newly offered postal discounts, reducing the trim
sizes of the Company's publications to reduce mailing cost and increasing the
emphasis on list maintenance.
Paper prices rose significantly in 1995, dropped in 1996, increased
moderately in 1997, and remained stable or declined in 1998 and in the first
quarter of 1999. The Company will continue to monitor the impact of paper prices
and will consider this 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 increases in paper prices (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.
Year 2000
The Year 2000 ("Y2K") problem relates to computer systems and embedded
chips with programming codes in which calendar year data is abbreviated to only
two digits. As a result of this design, some systems could fail to operate or
fail to produce correct results in the year 2000 if "00" is interpreted to mean
the year 1900, rather than the year 2000. As a result, companies are at risk for
possible
11
<PAGE> 14
miscalculations or failures in either their own systems or the systems of third
parties which could cause disruption in business operations.
The Company has implemented a project (the "Project") to address the Y2K
issues that could affect the Company's business, results of operations or
financial condition. The Project addresses information technology ("IT") systems
and software applications as well as non-IT systems, including both those used
internally by the Company and those used by certain third parties with whom the
Company does business. The Project is organized into six phases: (1) inventory
of all systems and applications of the Company as well as those of certain
third-party suppliers and service providers to identify all potential Y2K
problems; (2) assessment of Y2K compliance for each system and application so
identified; (3) correction/remediation of those systems and applications
determined not to be Y2K compliant; (4) testing of corrected/remediated systems
and applications; (5) implementation of new and/or corrected systems and
applications; and (6) contingency planning. The Company expects all of its
internal systems and software applications to be Y2K compliant before January 1,
2000.
The inventory and assessment phases of the Project were completed in 1998
for all of the Company's internal systems and software applications in the U.S.
The Company has determined that certain of its U.S. systems and applications are
already Y2K compliant, and the Company has begun the correction/remediation
phase with respect to its other U.S. systems and applications. The U.S. testing
phase will be ongoing as hardware or system software is remediated, upgraded or
replaced. The inventory and assessment phases with respect to the Company's
non-U.S. systems and applications were completed as of December 31, 1998.
The Company is also in the process of identifying and contacting third
parties with whom the Company has material relationships in order to verify
their Y2K readiness. These third parties include printing plants, distributors
of its publications, and computer system and application vendors as well as
service providers such as financial institutions, companies which provide
payroll and other employee benefits services to the Company, and utilities and
telecommunications providers. The failure of such third parties to correct
material Y2K problems could result in an interruption in, or a failure of,
certain normal business activities or operations of the Company, and such
failures could materially and adversely affect the Company's results of
operations, liquidity and financial condition. The Company is developing a plan
to address what testing, if any, may need to be performed on the systems of
those vendors and suppliers whose failure to become Y2K compliant could have a
material effect on the Company's business, results of operations or financial
condition.
The Company currently estimates that the Project will be substantially
completed by May 31, 1999. In the event that unforeseen circumstances prevent
the Company from completing the Project by this date, the Project timetable
allows sufficient time for the Company to conclude the Project prior to January
1, 2000.
Contingency planning is under way in all of the Company's businesses. In
addition to supplier-related activities, high-level plans are being developed
for facilities and equipment, telecommunications infrastructure and internal
administrative processes. The Company expects to have detailed contingency plans
in place to address the most likely remaining effects on the Company from
external risks. As more information emerges about companies upon which the
Company is critically reliant, these plans will be adjusted accordingly.
The total cost associated with the Project, including the replacement cost
of any non-Y2K compliant systems, software or hardware, is not expected to be
material to the Company's business, results of operations or financial
condition. The total cost of the Project is estimated to be in the range of $0.8
million to $1.0 million. This estimate is primarily for the cost of software,
hardware and outside consultants and does not include internal costs related to
the Project. Internal Project costs consist principally of payroll costs for the
Company's IT group which are not separately tracked. As of March 31, 1999, costs
incurred in the inventory and assessment phases and the remediation and
implementation phases of the Project were approximately $0.4 million. Costs
incurred in connection with the Project are expensed as incurred, except for the
cost of replacement systems or hardware which will be capitalized and
12
<PAGE> 15
depreciated over their estimated useful lives. Project costs are being funded
through operating cash flows. None of the Company's other information technology
projects have been deferred due to the Project.
Due to the general uncertainty inherent in the Y2K problem, resulting in
part from the uncertainty of the Y2K readiness of third-party suppliers and
service providers, the Company is unable to determine at this time whether the
consequences of Y2K failures will have a material impact on the Company's
results of operations, liquidity or financial condition. However, the Company
could be materially adversely affected by a temporary inability to conduct
business in the ordinary course for a period of time after January 1, 2000
through a failure to identify and remediate all its susceptible systems or if
third-party vendors and suppliers whose systems and operations impact the
Company did not become Y2K compliant in time. This could result in the inability
to produce publications or provide online services on schedule which could cause
a decrease in the Company's revenues. Completion of the assessment phase of the
Project -- in particular, the assessment of the Y2K readiness of its critical
vendors and service providers -- is expected to significantly reduce the
Company's level of uncertainty about the Y2K problem. To the extent that
third-party responses to the Company's Y2K compliance questionnaires or the
Company's testing of such responses are unsatisfactory, the Company will create
contingency plans which could include changing vendors or service providers to
those who have demonstrated Y2K readiness.
The Project is an ongoing process and the estimates of costs and
completion dates described above are subject to change.
Information and statements contained herein regarding the Company's Y2K
Project are "Year 2000 Readiness Disclosures" as defined by the Year 2000
Information and Readiness Disclosures Act of 1998, enacted on October 19, 1998.
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, material adverse
changes in general economic conditions, delays or impediments in completing the
Company's Y2K Project, the failure of third parties to be Y2K compliant and the
inability of the Company to secure alternative third-party service providers
which are Y2K compliant.
13
<PAGE> 16
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.
None
Item 5. Other Information.
None
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 Registrant's
quarter ended March 31, 1999:
An Item 5 report on Form 8-K, dated February 18, 1999, was filed
reporting that the Registrant retained Lazard Freres & Co. LLC to
explore strategic alternatives and announcing financial results for
the fiscal quarter and year ended December 31, 1998.
14
<PAGE> 17
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.
May 17, 1999 By: /s/ Joseph E. Sichler
-------------------------------------
Joseph E. Sichler
Executive Vice President and Chief
Financial Officer (Authorized Executive
Officer and Principal Accounting Officer)
15
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