UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO ___________
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Commission File No. 333- Commission File No. 333- Commission File No. 333-
96119 96119-01 96119-04
WRC MEDIA INC. WEEKLY READER COMPASSLEARNING, INC.
CORPORATION
(Exact name of registrant as (Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter) specified in its charter)
DELAWARE DELAWARE DELAWARE
(State or other jurisdiction of (State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization) incorporation or organization)
13-4066536 13-3603780 13-4066535
(I.R.S. Employer Identification (I.R.S. Employer Identification (I.R.S. Employer Identification
Number) Number) Number)
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1 ROCKEFELLER PLAZA, 32ND FLOOR, NEW YORK, NEW YORK 10020
(Address of Principal Executive Offices)
10020
(Zip Code)
Registrant's Telephone Number, including area code: (212) 582-6700
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 _ No X --- -
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of each of the registrant's classes of common
stock, par value $0.01 per share, as of June 30, 2000 were:
WRC MEDIA INC. Common Stock: 6,855,853
WEEKLY READER CORPORATION Common Stock: 2,830,000
<PAGE>
COMPASSLEARNING, INC. Common Stock 10,000
ii
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TABLE OF CONTENTS
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Page
----
PART I FINANCIAL INFORMATION 1
Item 1 FINANCIAL STATEMENTS:
WRC Media Inc. and subsidiaries condensed consolidated balance sheets 2
WRC Media Inc. and subsidiaries condensed consolidated statement
of operations for the three months ended June 30, 2000 3
WRC Media Inc. and subsidiaries condensed consolidated statement
of operations for the six months ended June 30, 2000 4
WRC Media Inc. and subsidiaries condensed consolidated statement of
cash flows for the six months ended June 30, 2000 5
WRC Media Inc. notes to condensed consolidated financial
statements 6
Weekly Reader Corporation and subsidiaries condensed consolidated
balance sheets 7
Weekly Reader Corporation and subsidiaries condensed consolidated
statement of operations for the three months ended June 30, 2000 8
Weekly Reader Corporation and subsidiaries condensed consolidated
statement of operations for the six months ended June 30, 2000 9
Weekly Reader Corporation and subsidiaries condensed consolidated
statement of cash flows for the six months ended June 30, 2000 10
Weekly Reader Corporation and subsidiaries notes to condensed
consolidated financial statements 11
CompassLearning, Inc. condensed balance sheets 12
CompassLearning, Inc. with Predecessor condensed statement of 13
operations for the three months ended June 30, 2000
CompassLearning, Inc. with Predecessor condensed statement of 14
operations for the six months ended June 30, 2000
CompassLearning, Inc. with Predecessor condensed statement of 15
cash flows for the six months ended June 30, 2000
CompassLearning, Inc. notes to condensed financial statements 16
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iii
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TABLE OF CONTENTS
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 17
CONDITION AND RESULTS OF OPERATIONS
Item 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES 34
ABOUT MARKET RISK
PART II OTHER INFORMATION 35
Item 1. LEGAL PROCEEDINGS 35
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 35
Item 3. DEFAULTS UPON SENIOR SECURITIES 35
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 35
Item 5. OTHER INFORMATION 35
Item 6. EXHIBITS AND REPORTS ON FORM 8-K 36
Signatures 39
iv
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
1
<PAGE>
WRC MEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
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December 31, June 30,
1999 2000
ASSETS ----------- ----------
Current assets: (Unaudited)
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Cash and cash equivalents $ 15,521 $ 5,129
Accounts Receivable, net 47,394 53,406
Inventories, net 14,682 13,555
Prepaid expenses 2,961 2,951
Other current assets 20,258 19,851
------- ------
Total current assets 100,816 94,892
Property and equipment, net 7,898 8,473
Purchased software, net 6,566 5,637
Goodwill, net 295,384 258,261
Deferred financing costs, net 7,843 7,265
Identified intangible assets, net 153,676 175,021
Other assets 46 18
------- -------
Total Assets $ 572,229 $ 549,567
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 21,999 $ 11,259
Accrued payroll, commissions and benefits 10,917 9,284
Current portion of deferred revenue 35,961 40,012
Other accrued liabilities 38,990 42,527
Current portion of long term debt 2,939 3,713
------- -------
Total current liabilities 110,806 106,795
Deferred revenue, net of current portion 1,780 1,918
Due to related party 2,946 2,946
Long-term debt 273,617 285,750
Other long-term liabilities 14 -
------- -------
Total liabilities 389,163 397,409
------- -------
15% Series B preferred stock subject to redemption,
Including accrued dividends and accretion of warrant value 64,767 71,057
------- -------
Warrants on preferred stock 11,751 11,751
------- -------
Common stock subject to redemption 1,265 1,265
------- -------
Stockholders' equity:
Common stock, ($.01 par value, 20,000,000 shares authorized;
6,855,853 shares outstanding) 69 69
Additional paid-in capital 126,063 126,063
Accumulated deficit (20,849) (58,034)
Comprehensive loss - (13)
------- -------
Total stockholders' equity 105,283 68,085
------- -------
Total liabilities and stockholders' equity $ 572,229 $ 549,567
======= =======
The accompanying notes to condensed consolidated financial statements are an
integral part of these balance sheets.
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2
<PAGE>
WRC MEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the three months ended June 30, 2000
(dollars in thousands)
(Unaudited)
Sales, net $ 48,847
Cost of goods sold 14,476
----------------------
Gross profit 34,371
Operating costs and expenses:
Sales and marketing 11,117
Research and development 2,156
Distribution, circulation and fulfillment 2,162
Editorial 2,418
General and administrative 6,654
Depreciation and amortization 20,045
----------------------
Total operating costs and expenses 44,552
Loss from operations (10,181)
Interest expense, net including amortization
of deferred financing costs (8,796)
Other, net 3
----------------------
Loss before income tax expense (18,974)
Income tax provision 301
----------------------
Net loss $(19,275)
======================
The accompanying notes to condensed consolidated financial statements are an
integral part of this statement.
3
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WRC MEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the six months ended June 30, 2000
(dollars in thousands)
(Unaudited)
Sales, net $ 97,286
Cost of goods sold 30,115
------------------------
Gross profit 67,171
Operating costs and expenses:
Sales and marketing 22,993
Research and development 4,259
Distribution, circulation and fulfillment 5,335
Editorial 4,905
General and administrative 13,978
Depreciation and amortization 28,710
------------------------
Total operating costs and expenses 80,180
Loss from operations (13,009)
Interest expense, net including amortization
of deferred financing costs (17,150)
Other, net 14
------------------------
Loss before income tax expense (30,145)
Income tax provision 751
------------------------
Net loss $ (30,896)
========================
The accompanying notes to condensed consolidated financial statements are an
integral part of this statement.
4
<PAGE>
WRC MEDIA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the six months ended June 30, 2000
(dollars in thousands)
(Unaudited)
Cash flows from operating activities:
Net loss $ (30,896)
Adjustments to reconcile net loss to cash
provided by operating activities-
Depreciation and amortization 29,980
Amortization of deferred financing fees 453
Accretion of stock discount 148
Changes in assets and liabilities-
Increase in accounts receivable (6,011)
Decrease in inventories 1,126
Decrease in prepaid expenses and other current assets 409
Increase in other noncurrent assets (10,393)
Decrease in accounts payable (10,745)
Increase in deferred revenue 4,193
Increase in current and noncurrent accrued liabilities 2,480
-----------------
Net cash used in operating activities (19,256)
-----------------
Cash flows from investing activities:
Capital expenditures (3,861)
-----------------
Net cash used in investing activities (3,861)
-----------------
Cash Flows from financing activities:
Proceeds from revolving line of credit 14,000
Retirement of senior bank debt (1,275)
-----------------
Net cash provided by financing activities 12,725
-----------------
Decrease in cash and cash equivalents (10,392)
Cash and cash equivalents, beginning of period 15,521
-----------------
Cash and cash equivalents, end of period $ 5,129
=================
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 15,726
=================
The accompanying notes to condensed consolidated financial statements are an
integral part of this statement.
5
<PAGE>
WRC MEDIA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(Unaudited)
1. ORGANIZATION AND DESCRIPTION OF BUSINESS ORGANIZATION
The accompanying consolidated financial statements include the accounts of WRC
Media, Inc. ("WRC Media") and its subsidiaries, Weekly Reader Corporation, and
CompassLearning, Inc. The term "Company" refers to WRC Media and its
subsidiaries.
WRC Media was incorporated on May 14, 1999. On July 14, 1999, WRC Media
acquired CompassLearning, Inc. in a business combination accounted for as a
purchase.
On November 17, 1999, WRC Media completed the recapitalization and purchase of
Weekly Reader Corporation and its subsidiaries. As a result of these
transactions, WRC Media owns 94.9% and PRIMEDIA INC. owns 5.1% of the common
stock of the Weekly Reader Corporation.
In June 2000 the Company consummated an exchange offer of its outstanding,
unregistered, unsecured 12 3/4% senior subordinated notes due 2009 for
substantially identical unsecured 12 3/4 % senior subordinated notes due 2009.
The separate financial statements of the Subsidiary Guarantors have not been
included because (i) the Subsidiary Guarantors constitute all of the Company's
direct and indirect subsidiaries, (ii) the Subsidiary Guarantors have fully
and unconditionally guaranteed the Company's obligations on a joint and
several basis; (iii) the Company has no operations and its ability to service
its debt is dependent on the operations of its subsidiaries.
All significant intercompany balances and transactions have been eliminated in
the accompanying condensed consolidated financial statements.
The accompanying condensed consolidated financial statements have been
prepared without audit. In the opinion of management, all adjustments consist
of only normal recurring adjustments necessary to present the results of
operations and cash flows for the periods fairly.
The accompanying condensed consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC"). Accordingly, certain information and note disclosures
normally included in financial statements prepared in conformity with
generally accepted accounting principles have been condensed or omitted.
These condensed consolidated financial statements should be read in
conjunction with WRC Media, Inc. and Subsidiaries annual financial statements
and related notes for the year ended December 31, 1999. The operating results
for the three and six-month periods ended June 30, 2000 are not necessarily
indicative of the results that may be expected for a full year.
During the three months ended June 30, 2000 the Company adjusted the
preliminary allocation of the purchase cost that was allocated to major
categories of assets and liabilities acquired based on estimated fair market
values as of December 31, 1999. This adjustment to the allocation of purchase
cost was based on upon a preliminary appraisal which is still in process. It
is anticipated that the final appraisal will be completed in the company's
third quarter at which time the Company will re-evaluate its allocation of
purchase price and determine whether retroactive application of any revisions
to the purchase price allocation is required.
6
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WEEKLY READER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
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December 31, June 30,
1999 2000
----------- -----------
(Unaudited)
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ASSETS
Current assets:
Cash $ 14,143 $ 5,008
Accounts receivable, net 27,440 32,007
Inventories, net 13,952 12,712
Due from related party 500 -
Prepaid Expenses 1,642 2,430
Other current assets 20,234 19,836
--------- ---------
Total current assets 77,911 71,993
Due from related party - 19,110
Property and equipment, net 6,245 5,747
Other intangible assets, net 44,338 43,522
Excess of purchase price over net assets acquired, net 107,801 106,349
Other non-current assets 46 18
--------- ---------
Total assets $ 236,341 $ 246,739
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 19,491 $ 8,584
Deferred revenue 18,989 27,181
Accrued expenses and other 36,274 33,914
Current portion of long term debt 2,939 3,713
--------- ---------
Total current liabilities 77,693 73,392
Long-term debt 273,617 285,750
Commitments and contingencies
Redeemable preferred stock, plus accrued dividends 76,406 82,245
Stockholders deficit:
Common stock ($.01 par value, 20,000,000 shares
authorized; 2,830,000 shares issued) 28 28
Class A non-voting common stock ($.01 par value,
1,000,000 shares authorized , no shares issued or outstanding) - -
Class B non-voting common stock ($.01 par value,
1,000,000 shares authorized , no shares issued or outstanding) - -
Additional paid in capital 9,133 9,133
Due from parent (68,684) (59,350)
Accumulated deficit (131,852) (144,459)
--------- ---------
Total stockholders' deficit (191,375) (194,648)
Total liabilities and stockholders' deficit $ 236,341 $ 246,739
========= =========
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The accompanying notes to condensed consolidated financial statements are an
integral part of these balance sheets.
7
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WEEKLY READER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended June 30
(dollars in thousands)
(Unaudited)
1999 2000
---- ----
Sales, net $ 28,735 $ 29,269
Cost of goods sold 7,681 8,363
-------- -------
Gross profit 21,054 20,906
Operating costs and expenses:
Marketing and selling 4,441 5,091
Distribution, circulation and fulfillment 2,162 2,162
Editorial 2,303 2,418
General and administrative 3,864 4,258
Corporate and group overhead 2,908 641
Depreciation and amortization 3,995 3,721
-------- -------
Total operating costs and expenses 19,673 18,291
Income from operations 1,381 2,615
Other income (expense):
Interest expense, including amortization
of deferred financing costs (3,437) (8,466)
Other, net 42 (45)
-------- -------
Loss before income tax expense (2,014) (5,896)
Income tax provision - 301
--------- --------
Net loss $ (2,014) $ (6,197)
========= ========
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
8
<PAGE>
WEEKLY READER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the six months ended June 30
(dollars in thousands)
(Unaudited)
1999 2000
----- ----
Sales, net $ 61,834 $ 64,977
Cost of goods sold 15,968 18,066
-------- ---------
Gross profit 45,866 46,911
Operating costs and expenses:
Marketing and selling 10,349 11,007
Distribution, circulation and fulfillment 5,212 5,335
Editorial 4,765 4,905
General and administrative 7,441 8,640
Corporate and group overhead 4,514 1,508
Depreciation and amortization 7,986 7,434
-------- ---------
Total operating costs and expenses 40,267 38,829
Income from operations 5,599 8,082
Other income (expense):
Interest expense, including amortization
of deferred financing costs (6,770) (16,694)
Other, net (529) -
-------- ---------
Loss before income tax expense (1,700) (8,612)
Income tax provision - 751
-------- ---------
Net loss $ (1,700) $ (9,363)
========= =========
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
9
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WEEKLY READER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the six months ended June 30
(dollars in thousands)
(Unaudited)
1999 2000
---- -----
Cash flows from operating activities:
Net loss $ (1,700) $ (9,363)
Adjustments to reconcile net income
(loss) to net cash used in operating
activities:
Depreciation and amortization 7,986 7,434
Amortization of deferred financing fees 93 -
Changes in operating assets and liabilities:
(Increase) decrease in-
Accounts receivable (7,960) (4,567)
Inventories (223) 1,239
Prepaid expenses 119 (787)
Other assets (1,068) (2,347)
Increase (decrease) in-
Accounts payable (7,969) (10,912)
Deferred revenue 4,381 8,195
Accrued expenses and other liabilities (685) (89)
-------- ---------
Net cash used in operating activities (7,026) (11,197)
-------- ---------
Cash flows from investing activities:
Additions to property, equipment and other, net (2,460) (2,454)
Net cash used in investing activities (2,460) (2,454)
Cash flows from financing activities:
Proceeds from revolving line of credit - 14,000
Retirement of senior bank debt - (1,275)
Payment of financing fees (171) -
Intercompany, net 8,686 (8,209)
-------- ---------
Net cash provided by financing activities 8,515 4,516
-------- ---------
Change in Cash (971) (9,135)
Cash, beginning of period 1,964 14,143
-------- ---------
Cash, end of period $ 993 $5,008
========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 6,698 $ 15,726
-------- ---------
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
10
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WEEKLY READER CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(Unaudited)
1. ORGANIZATION AND DESCRIPTION OF BUSINESS ORGANIZATION
Weekly Reader Corporation ("Weekly Reader" or the "Company"), PRIMEDIA
Reference, Inc. ("PRI") and American Guidance Services, Inc. ("American
Guidance") were wholly-owned subsidiaries of PRIMEDIA Inc. ("PRIMEDIA"). On
August 13, 1999, PRIMEDIA entered into a Redemption, Stock Purchase and
Recapitalization Agreement (as amended as of October 6, 1999, the
"Recapitalization Agreement") with WRC Media Inc., formerly EAC II Inc. ("WRC
Media"). The terms of the Recapitalization Agreement required that all of the
outstanding capital stock of PRI and American Guidance be contributed to
Weekly Reader prior to WRC Media's purchase of majority interest in Weekly
Reader for a purchase price of $395,000. The presentation of these financial
statements reflects the capital contribution made by PRIMEDIA to Weekly Reader
of all the PRI and American Guidance shares at their historical carrying
values. In addition, on October 5, 1999, the authorized capital of Weekly
Reader was amended to consist of 20,000,000 shares of common stock, par value
$.01/share, and Weekly Reader declared a 10,000-for- one stock split effective
on October 5, 1999. This amendment was retroactively reflected on the
financial statements. On November 17, 1999 WRC Media completed its
recapitalization of Weekly Reader. The consolidated financial statements
include the accounts of Weekly Reader and its subsidiary, Lifetime Learning
System, Inc. ("Lifetime Learning"), PRI and its subsidiaries, Funk & Wagnalls
Yearbook Corporation and Gareth Stevens, Inc. ("Gareth Stevens"), and American
Guidance and its subsidiary, AGS International Sales, Inc. (collectively
referred to as "Weekly Reader Corporation"). As a result of the
recapitalization, WRC Media now owns 94.9% and PRIMEDIA owns 5.1% of the
common stock of Weekly Reader Corporation. On November 17, 1999 PRI legally
changed its name to World Almanac Education Group ("WAE").
All significant intercompany balances and transactions have been eliminated in
the accompanying condensed consolidated financial statements.
The accompanying condensed consolidated financial statements have been
prepared without audit. In the opinion of management, all adjustments consist
of only normal recurring adjustments necessary to present the results of
operations and cash flows for the periods fairly.
The accompanying condensed consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC"). Accordingly, certain information and note disclosures
normally included in financial statements prepared in conformity with
generally accepted accounting principles have been condensed or omitted.
These condensed consolidated financial statements should be read in
conjunction with Weekly Reader Corporation and Subsidiaries annual financial
statements and related notes for the year ended December 31, 1999. The
operating results for the three and six-month periods ended June 30, 2000 are
not necessarily indicative of the results that may be expected for a full
year.
11
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COMPASSLEARNING, INC.
CONDENSED BALANCE SHEETS
(dollars in thousands)
December June 30,
31, 1999 2000
-------- ----------
ASSETS (Unaudited)
Current assets:
Cash $ 102 $ 121
Accounts receivable, net 19,954 21,398
Due from parent 598 -
Inventories, net 730 843
Prepaid expenses 1,319 521
Other current assets 24 15
--------- ---------
Total current assets 22,727 22,898
Intercompany payable, net (7,546)
Purchased software, net 6,566 5,637
Other acquired intangible assets, net 48,156 43,868
Fixed assets, net 1,653 2,726
--------- ---------
Total assets $79,102 $67,583
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable $ 2,508 $ 2,675
Due to related party 500 -
Accrued salaries and related items 5,895 4,716
Other accrued liabilities 10,795 4,862
Current portion of deferred revenue 16,971 12,831
Current portion of long-term debt 2,939 3,713
--------- ---------
Total current liabilities 39,608 28,797
Deferred revenue, net of current portion 1,780 1,918
Long-term debt 273,617 285,750
Due to related party 2,160 2,160
Other long-term liabilities 15 -
--------- ---------
Total liabilities 317,180 318,625
---------- ---------
Commitments and contingencies Stockholders'
deficit:
Preferred stock, ($.01 par value, 10,000,000
shares authorized,no shares issued
and outstanding) - -
Class A common stock, ($.01 par value,
20,000 shares authorized,
10,000 shares issued and outstanding) - -
Additional paid-in capital 31,316 31,316
Accumulated deficit (18,708) (39,718)
Due from parent (250,674) (242,618)
Cumulative other comprehensive loss (12) (22)
--------- ---------
Total stockholders' deficit (238,078) (251,042)
--------- ---------
Total liabilities and stockholders' deficit $ 79,102 $ 67,583
========= =========
The accompanying notes to condensed financial statements are an integral part
of these balance sheets.
12
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COMPASSLEARNING, INC. WITH PREDECESSOR
CONDENSED STATEMENTS OF OPERATIONS
For the three months ended June 30
(dollars in thousands)
Predecessor
1999 2000
----------- ----------
(Unaudited)
Revenue, net $ 18,813 $ 19,578
Cost of products sold 6,316 6,113
-------- ----------
Gross Profit 12,497 13,465
Operating expenses:
Sales and marketing 5,754 6,026
Research and development 1,863 2,156
General and administrative 1,773 1,540
Corporate overhead - 215
Amortization of intangible assets 59 2,148
-------- ----------
Total operating costs and expenses 9,449 12,085
Income from operations 3,048 1,380
Interest expense, net (1,353) (8,551)
Other income, net 1 3
-------- ----------
Income (loss) before income tax expense 1,696 (7,168)
Income tax expense 21 -
-------- ----------
Net income (loss) $ 1,675 $ (7,168)
-------- ----------
The accompanying notes to condensed financial statements are an integral part
of these statements.
13
<PAGE>
COMPASSLEARNING, INC. WITH PREDECESSOR
CONDENSED STATEMENTS OF OPERATIONS
For the six months ended June 30
(dollars in thousands)
Predecessor
1999 2000
---------- ----------
(Unaudited)
Revenue, net $ 32,395 $ 32,309
Cost of products sold 12,670 12,049
-------- ---------
Gross Profit 19,725 20,260
Operating expenses:
Sales and marketing 10,688 11,986
Research and development 3,602 4,259
General and administrative 3,708 3,326
Corporate overhead - 504
Amortization of intangible assets 120 4,287
-------- ---------
Total operating costs and expenses 18,118 24,362
Income (loss) from operations 1,607 (4,102)
Interest expense, net (2,662) (16,778)
Other income, net 405 14
-------- ---------
Loss before income tax expense (650) (20,866)
Income tax expense 21 -
-------- ---------
Net loss $ (671) $ (20,866)
======== ==========
The accompanying notes to condensed financial statements are an integral part
of these statements.
14
<PAGE>
COMPASSLERNING, INC. WITH PREDECESSOR
CONDENSED STATEMENTS OF CASH FLOWS
For the six months ended June 30
(dollars in thousands)
Predecessor
1999 2000
----------- ----------
(Unaudited)
Cash flows from operating activities:
Net loss $ (671) $ (20,866)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 1,615 5,552
Amortization of deferred financing fees 191 -
Changes in assets and liabilities:
Decrease in accounts receivable (641) (1,444)
Decrease in inventories 356 (113)
Decrease in prepaid expenses 1,243 798
Increase (decrease) in accounts payable 9 167
(Decrease) in deferred revenue (5,278) (4,002)
(Decrease) in other accrued liabilities and
other long-term liabilites (2,092) (3,090)
-------- ---------
Net cash used in operating activities (5,268) (22,998)
-------- ---------
Cash flows from investing activities:
Capital expenditures (137) (1,407)
-------- ---------
Net cash used in investing activities (137) (1,407)
-------- ---------
Cash flows from financing activities:
Proceeds from revolving line of credit 5,405 -
Change in intercompany balances - 24,424
-------- ---------
Net cash provided by financing activities 5,405 24,424
-------- ---------
Change in Cash - 19
Cash, beginning of period - 102
-------- ---------
Cash, end of period $ - $ 121
======== =========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 319 $ 15,726
======== =========
The accompanying notes to condensed financial statements are an integral part
of these statements.
15
<PAGE>
COMPASSLEARNING, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(Unaudited)
1. ORGANIZATION AND DESCRIPTION OF BUSINESS ORGANIZATION
CompassLearning, Inc. (the "Company", formerly JLC Learning Corporation and
formerly EAC I Inc.) is a leading provider of technology-based educational
programs to schools and school districts for kindergarten through twelfth
grade. Prior to July 14, 1999, the Company's predecessor (the "Predecessor")
was a wholly-owned subsidiary of Software Systems Corporation ("SSC"), a
wholly-owned subsidiary of JLC Learning Holdings, Inc. ("Holdings").
The Predecessor was acquired by WRC Media, Inc. (the "Parent") on July 14,
1999 (the "Purchase Date"). The Securities and Exchange Commission deems an
acquired business to be a predecessor when the acquirer is in substantially
the same business of the entity acquired and the acquirer's own operations
prior to the acquisition appear insignificant relative to the business
acquired. Accordingly, the accompanying financial statements for the six
months ended June 30, 1999 are of the Predecessor, while the financial
statements for the six months ended June 30, 2000 are of the Company. The
purchase method of accounting was used to record the assets acquired and
liabilities assumed by the Company. Such accounting generally results in the
acquirer recording the assets purchased and liabilities assumed at fair value,
which results in increased amortization and depreciation reported in future
periods. Accordingly, the accompanying financial statements of the Predecessor
and Company are not comparable in all material respects since those financial
statements report financial position, results of operations, and cash flows of
two separate entities.
The accompanying condensed financial statements have been prepared without
audit. In the opinion of management, all adjustments consist of only normal
recurring adjustments necessary to present the results of operations and cash
flows for the periods fairly.
The accompanying condensed financial statements have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission ("SEC").
Accordingly, certain information and note disclosures normally included in
financial statements prepared in conformity with generally accepted accounting
principles have been condensed or omitted.
These condensed financial statements should be read in conjunction with
CompassLearning, Inc.'s financial statements and related notes for the period
ended December 31, 1999. The operating results for the three and six-month
periods ended June 30, 2000 are not necessarily indicative of the results that
may be expected for a full year.
16
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion is intended to assist in understanding the financial
condition as of June 30, 2000 of WRC Media Inc. ("WRC Media") and its
subsidiaries and their results of operations for the three-month and six-month
periods ended June 30, 1999 and June 30, 2000. You should read the following
discussion in conjunction with the financial statements of WRC Media, Weekly
Reader Corporation ("Weekly Reader") and CompassLearning, Inc.
("CompassLearning," formerly JLC Learning Corporation) attached to this
discussion and analysis. Unless the context otherwise requires, references to
"Weekly Reader" herein are to Weekly Reader and its subsidiaries, including
American Guidance Service, Inc. ("American Guidance") and World Almanac
Education Group, Inc. ("World Almanac," formerly PRIMEDIA Reference, Inc.).
Unless the context otherwise requires, the terms "we," "our," and "us" refer
to WRC Media and its subsidiaries and their predecessor companies after giving
effect to the transactions related to the acquisition of CompassLearning and
recapitalization of Weekly Reader effectuated on July 14, 1999 and November
17, 1999, respectively (the "Acquisition and Recapitalization"). This
discussion and analysis contains forward-looking statements. Although we
believe that our plans, intentions and expectations reflected in or suggested
by these forward-looking statements are reasonable, we cannot assure you that
these plans, intentions or expectations will be achieved. These
forward-looking statements are subject to risks, uncertainties and assumptions
about us.
Results of Operations for the three month periods ended June 30, 1999 and
2000-- WRC Media Inc. and Subsidiaries
The results of operations of WRC Media and its subsidiaries encompass the
operations of CompassLearning and Weekly Reader and its subsidiaries,
including American Guidance and World Almanac. The results of operations of
WRC Media and its subsidiaries should be read together with the separate
discussions of the results of operations of Weekly Reader and CompassLearning.
WRC Media was founded on May 14, 1999. For purposes of the financial
presentation and discussion of WRC Media's results of operations included
here, we are comparing: (1) the unaudited 1999 historical income statements on
a combined basis for the three-month and six-month periods ended June 30, 1999
of CompassLearning and Weekly Reader to (2) the unaudited 2000 historical
income statements for the three-month and six-month periods ended June 30,
2000 of WRC Media and its subsidiaries.
In analyzing WRC Media's results for the three and six months ended June 30,
1999 and 2000, respectively, the seasonal nature of WRC Media's business
should be considered. As a result of seasonality, approximately 21% of WRC
Media's publications and related services usually result in its first quarter,
23% in its second quarter, and 56% in the third and fourth quarters combined.
However usually, unlike this revenue stream, many of WRC Media's expenses are
incurred evenly throughout the year, usually resulting in operating losses in
the first half and operating income in the second half of the year.
WRC Media analyzes its revenues, expenses and operating results on a
percentage of sales basis. The following table sets forth, for the periods
indicated, combined statements of operations data for WRC Media and its
subsidiaries, expressed in millions of dollars and as a percentage of net
sales.
17
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended June 30,
---------------------------
1999 2000
-----------------------------------------------------
Amount % of Net Sales Amount % of Net Sales
-------- -------------- ------ --------------
(Dollars in millions)
<S> <C> <C> <C> <C>
Sales, net $ 47.5 100.0% $ 48.8 100.0%
Cost of goods sold 14.0 29.4% 14.5 29.6%
-------- ------- ------ ------
Gross profit 33.5 70.6% 34.4 70.4%
Operating costs and expenses:
Sales and marketing 10.2 21.5% 11.1 22.8%
Research and development 1.9 3.9% 2.1 4.4%
Distribution, circulation and
fulfillment 2.2 4.6% 2.2 4.4%
Editorial 2.3 4.8% 2.4 5.0%
General and administrative 5.6 11.9% 6.7 13.6%
Corporate and group overhead 2.9 6.1% - 0.0%
Depreciation and amortization 4.0 8.5% 20.0 41.0%
-------- ------- ------ ------
Total operating costs and expenses 29.1 61.3% 44.5 91.2%
Income (loss) from operations 4.4 9.3% (10.1) (20.8%)
Interest expense, including
amortization of deferred
financing costs (4.8) (10.1%) (8.8) (17.9%)
Other, net 0.1 0.1% (0.0) (0.1%)
-------- ------- ------ ------
Loss before income tax expense (0.3) (0.7%) (18.9) (38.8%)
Income tax provision - (0.0%) 0.3 (0.6%)
-------- ------- ------ ------
Net loss $ (0.3) (0.7%) $ (19.2) (39.4%)
======== ======= ====== ======
-------------------------
</TABLE>
Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999
Sales, net. For the three months ended June 30, 2000, net sales increased $1.3
million, or 2.7%, to $48.8 million from $47.5 million for the same period in
1999. This increase was primarily due to an increase in sales at
CompassLearning of $0.8 million, or 4.1%, to $19.6 million for the three
months ended June 30, 2000 from $18.8 million for the same period in 1999,
combined with an increase in sales at Weekly Reader of $0.5 million, or 1.9%,
to $29.3 million for the three months ended June 30, 2000 from $28.8 million
for the same period in 1999. The increase in sales at CompassLearning was due
to an increase in software revenue of $1.3 million, or 12.0%, to $12.0 million
for the three months ended June 30, 2000 from $10.7 million for the same
period in 1999 primarily as a result of higher sales volume partially offset
by a decrease in service revenue of $0.5 million, or 8.5%, to $7.0 million for
the three months ended June 30, 2000 from $7.5 million for the same period in
1999 primarily as a result of lower service contract renewal sales. The
increase in sales at Weekly Reader was due to (1) an increase in sales at
American Guidance Service of $0.7 million, or 5.8%, to $13.7 million for the
three months ended June 30, 2000 from $13.0 million for the same period in
1999 as a result of increases in sales of assessment products primarily driven
by the release of our revised GFTA assessment (Goldman-Fristoe Test of
Articulation) and (2) an increase in catalog and telemarketing sales of $0.3
million or 2.3% at World Almanac's school library sales segments. These
increases were offset by a decrease in Weekly Reader's sales, not including
World Almanac and American Guidance, of $0.5 million, or 10.4%, to $4.0
million for the three months ended June 30, 2000 from $4.5 million for the
same period in 1999, primarily as a result of lower periodical subscription
sales due to the discontinuation of the Summer Weekly Reader and lower
licensing sales.
18
<PAGE>
Gross profit. For the three months ended June 30, 2000, gross profit increased
by $0.9 million, or 2.4%, to $34.4 million from $33.5 million for the same
period in 1999. This increase was primarily due to an increase in gross profit
at CompassLearning of $1.0 million, or 7.8%, to $13.5 million for the three
months ended June 30, 2000 from $12.5 million for the same period in 1999
partially offset by a decrease in gross profit at Weekly Reader of $0.2
million, or 0.6%, to $20.9 million for the three months ended June 30, 2000
from $21.1 million for the same period in 1999. The increase in gross profit
at CompassLearning of $1.0 million was primarily due to the increase in
software revenue, partially offset by lower service revenue as described
above. Gross profit as a percent of revenue increased to 68.8% for the three
months ended June 30, 2000 compared to 66.4% for the same period in 1999
primarily due to software, which yields a higher margin rate, comprising 77.6%
of total margin compared to 73.8% for the same period in 1999. The decrease in
gross profit at Weekly Reader was primarily a result of (1) an increase in
gross profit at American Guidance of $0.3 million, or 3.8%, to $10.0 million
for the three months ended June 30, 2000 from $9.7 million for the same period
in 1999 due to the increased sales described above; (2) an increase in gross
profit at World Almanac of $0.1 million, or 1.3%, to $7.6 million for the
three months ended June 30, 2000 from $7.5 million for the same period in 1999
due to the increased sales described above partially offset by a decrease in
gross profit at Weekly Reader, not including World Almanac and American
Guidance, of $0.6 million, or 16.1%, to $3.2 million for the three months
ended June 30, 2000 from $3.8 million for the same period in 1999 due to the
decreased sales described above and an unfavorable cost of goods sold rate
variance, resulting in a 5.3% reduction in gross margin percentage to 78.8%
from 84.1%. This is primarily attributable to lower margins on Lifetime
Learning Systems, Inc. sales.
Operating costs and expenses. For the three months ended June 30, 2000,
operating costs and expenses increased by $15.4 million, or 53.0%, to $44.5
million from $29.1 million for the same period in 1999. This was primarily
attributable to WRC Media's operating costs and expenses increasing to $14.2
million for the three months ended June 30, 2000 from $0 for the same period
in 1999 due to goodwill and intangible asset amortization resulting from the
Acquisition and Recapitalization. Weekly Reader's operating costs and expenses
decreased by $1.4 million, or 7.1%, to $18.3 million for the three months
ended June 30, 2000 from $19.7 million for the same period in 1999 primarily
due to (1) a decrease in allocated PRIMEDIA Inc. corporate and group overhead
expenses of $2.9 million offset by $0.6 million of WRC Media's general and
administrative expenses and (2) lower depreciation and amortization expenses
of $0.3 million due to intangible assets with lower amortization schedules in
the later part of their lives and intangible assets that were fully amortized
in 1999 partially offset by (1) an increase in sales and marketing expenses of
0.7 million at American Guidance primarily attributable to the higher sales
volume described above; (2) an increase of $0.4 million in Weekly Reader
general and administrative expenses and (3) an increase of $0.1 million in
Weekly Reader editorial costs. CompassLearning operating costs and expenses
increased by $2.6 million, or 27.9%, to $12.1 million from $9.5 million for
the same period in 1999 and operating expenses as a percentage of revenue
increased to 61.7% from 50.2% for the same period in 1999. The increase was
primarily due to (1) a $2.1 million increase in amortization of goodwill and
other intangibles relating to increased goodwill and intangible assets
resulting from the acquisition of CompassLearning by WRC Media in July of
1999; (2) a $0.2 million or 4.7% increase in sales and marketing expense to
$6.0 million from $5.8 million primarily due to $0.4 million in company name
change expenses combined with a $0.2 million increase in salaries and wages,
partially offset by a $0.4 million decrease in outside services and supplies
expense and (3) a $0.3 million or 15.7% increase in research and development
expenses to $2.2 million from $1.9 million for the same period in 1999
primarily due to $0.2 million increase in outside services and $0.1 million
increase in salaries and wages. Operating costs and expenses as a percentage
of sales increased to 91.2% for the three months ended June 30, 2000 from
61.3% for the same period in 1999 due to the increased amortization at WRC
Media described above and to the increased operating costs at CompassLearning.
Income (loss) from operations. For the three months ended June 30, 2000,
income from operations decreased by $14.6 million, or 330.1%, to a loss from
operations of $10.1 million from income from operations of $4.4 million for
the same period in 1999 and income from operations as a percentage of sales
decreased to negative 20.8% from positive 9.3% for the same period in 1999.
These decreases
19
<PAGE>
were primarily due to the $15.6 million increase in amortization of goodwill
and other intangible assets at WRC Media resulting from the Acquisition and
Recapitalization described above.
Interest expense, including amortization of deferred financing costs. For the
three months ended June 30, 2000, interest expense increased by $4.0 million,
or 82.8%, to $8.8 million from $4.8 million for the same period in 1999 and
interest expense as a percentage of sales increased to 18.0% from 10.1% for
the same period in 1999. Interest expense for the three months ended June 30,
2000 relates to debt and amortization of deferred financing costs associated
with the Acquisition and Recapitalization. Interest expense for the three
months ended June 30, 1999 relates to (1) for Weekly Reader, interest charged
by PRIMEDIA Inc. to Weekly Reader on outstanding intercompany debt and (2) for
CompassLearning, borrowings from its previous ownership prior to its
acquisition by WRC Media in July of 1999.
Other, net. For the three months ended June 30, 2000, other, net decreased by
$0.1 million, to $0.0.million from positive $0.1 million for the same period
in 1999. This decrease was primarily a result of a decrease in other income at
World Almanac.
Net loss. For the three months ended June 30, 2000, net loss increased by
$18.9 million, or negative 5,486.1%, to $19.2 million from $0.3 million for
the same period in 1999 primarily as a result of the $15.6 million increase in
amortization expenses for intangible assets and $4.0 million increase in
interest expense resulting from the Acquisition and Recapitalization described
above. Net loss as a percentage of net sales increased to negative 39.5% for
the three months ended June 30, 2000 from negative 0.7% for the same period in
1999.
Results of Operations for the six month periods ended June 30, 1999 and 2000--
WRC Media Inc. and Subsidiaries
The following table sets forth, for the periods indicated, combined statements
of operations data for WRC Media expressed in millions of dollars and as a
percentage of net sales.
<TABLE>
<CAPTION>
Six Months Ended June 30,
---------------------------------------------------
1999 2000
----------------------- -----------------------
Amount % of Net Sales Amount % of Net Sales
------ -------------- ------ --------------
(Dollars in millions)
<S> <C> <C> <C> <C>
Sales, net $ 94.2 100.0% $ 97.3 100.0%
Cost of goods sold 28.6 30.4% 30.1 31.0%
------- -------- ------- -------
Gross profit 65.6 69.6% 67.2 69.0%
Operating costs and expenses:
Sales and marketing 21.0 22.3% 23.0 23.6%
Research and development 3.6 3.8% 4.3 4.4%
Distribution, circulation
and fulfillment 5.2 5.5% 5.3 5.5%
Editorial 4.8 5.1% 4.9 5.0%
General and administrative 11.1 11.8% 14.0 14.4%
Corporate and group overhead 4.6 4.8% - 0.0%
Depreciation and amortization 8.1 8.6% 28.7 29.5%
------- -------- ------- -------
Total operating costs and expenses 58.4 62.0% 80.2 82.4%
Income (loss) from operations 7.2 7.6% (13.0) (13.4%)
Interest expense, including amortization
of deferred financing costs (9.4) (10.0%) (17.1) (17.6%)
Other, net (0.1) (0.1%) - 0.0%
------- -------- ------- -------
Loss before income tax expense (2.3) (2.5%) (30.1) (31.0%)
Income tax provision - 0.0% 0.8 (0.8%)
------- -------- ------- -------
Net Loss $ (2.3) (2.5%) $ (30.9) (31.8%)
======= ======== ======= =======
---------------------------
</TABLE>
20
<PAGE>
Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999
Sales, net. For the six months ended June 30, 2000, net sales increased $3.1
million, or 3.2%, to $97.3 million from $94.2 million for the same period in
1999. This increase was primarily due to an increase in sales at Weekly Reader
of $3.2 million, or 5.1%, to $65.0 million for the six months ended June 30,
2000 from $61.8 million for the same period in 1999 offset by a slight
decrease in sales at CompassLearning of $0.1 million, or 0.3%, to $32.3
million for the six months ended June 30, 2000 from $32.4 million for the same
period in 1999. The increase in sales at Weekly Reader was due to (1) an
increase in sales at American Guidance Service of $2.0 million, or 8.4%, to
$25.6 million for the six months ended June 30, 2000 from $23.6 million for
the same period in 1999 as a result of increases in curriculum sales and sales
of assessment products primarily driven by the release of our revised GFTA
assessment (Goldman- Fristoe Test of Articulation); and (2) an increase in
sales at World Almanac of $2.0 million, or 8.8% to $24.8 million for the six
months ended June 30, 2000 from $22.8 million for the same period in 1999 as a
result of catalog and telemarketing sales of World Almanac's Library Services
and Gareth Stevens, Inc. segments. These increases were offset by a decrease
in Weekly Reader's sales, not including World Almanac and American Guidance,
of $0.8 million, or 5.5%, to $14.5 million for the six months ended June 30,
2000 from $15.3 million for the same period in 1999, primarily as a result of
$1.4 million in lower periodical subscription sales (including elementary
circulation and skills books sales) attributable to less elementary and
secondary issues shipped in the first half of 2000 compared to the same period
last year; $0.2 million of lower sales related to the discontinuation of the
Summer Weekly Reader; and $0.5 million in lower licensing sales. These sales
decreases were partially offset by the addition of $0.6 million shipping and
handling revenue; the introduction of a new student periodical, Teen Newsweek,
that contributed $0.3 incremental revenue; and an increase of $0.4 million in
Lifetime Learning Systems, Inc. sales.
The decrease in sales at CompassLearning was due to (1) the decrease in
service revenue of $1.0 million, or 6.9%, to $13.9 million for the six months
ended June 30, 2000 from $14.9 million for the same period in 1999 primarily
as a result of lower service contract renewal sales and (2) a decrease in
hardware revenue of $0.2 million, or 12.3%, to $1.6 million for the six months
ended June 30, 2000 from $1.8 million for the same period in 1999 resulting
from our strategy to exit the hardware business. These decreases were
partially offset by an increase in software revenue of $1.1 million, or 7.4%,
to $16.8 million for the six month ended June 30, 2000 from $15.7 million for
the same period in 1999 primarily as a result of higher sales volume.
Gross profit. For the six months ended June 30, 2000, gross profit increased
by $1.6 million, or 2.4%, to $67.2 million from $65.6 million for the same
period in 1999. This increase was due to (1) an increase in gross profit at
Weekly Reader of $1.1 million, or 2.3%, to $46.9 million for the six months
ended June 30, 2000 from $45.8 million for the same period in 1999 and (2) and
an increase in gross profit at CompassLearning of $0.5 million, or 2.7%, to
$20.2 million for the six months ended June 30, 2000 from $19.7 million for
the same period in 1999. The increase in gross profit at Weekly Reader was a
result of (1) an increase in gross profit at American Guidance of $1.2
million, or 6.5%, to $18.6 million for the six months ended June 30, 2000 from
$17.4 million for the same period in 1999 due to the increased sales described
above; (2) an increase in gross profit at World Almanac of $0.9 million, or
5.9%, to $16.5 million for the six months ended June 30, 2000 from $15.6
million for the same period in 1999 due to the increased sales described above,
partially offset by a decrease in gross profit at Weekly Reader, not
including World Almanac and American Guidance, of $1.0 million, or 7.9%, to
$11.8 million for the six months ended June 30, 2000 from $12.8 million for
the same period in 1999 due to the decreased sales described above and an
unfavorable cost of goods sold rate variance, resulting in a 2.1% reduction in
gross margin percentage to 81.1% from 83.2%. This is primarily attributable to
lower margins on Lifetime Learning Systems, Inc. sales. The increase in gross
profit at CompassLearning of $0.5 million, or 2.7%, to $20.3 million for the
six months ended June 30, 2000 from $19.7 million for the same period in 1999
was primarily due to an increase in software revenue, partially offset by
lower service revenue as described above. At CompassLearning, gross profit as
a percent of revenue increased to 62.7% for the six months ended June
21
<PAGE>
30, 2000 compared to 60.9% for the same period in 1999 primarily due to
software revenue, which yields a higher margin rate, comprising 69.6% of total
margin compared to 66.0% for the same period in 1999.
Operating costs and expenses. For the six months ended June 30, 2000,
operating costs and expenses increased by $21.8 million, or 37.3%, to $80.2
million from $58.4 million for the same period in 1999. Of the $21.8 million
increase in operating costs and expenses, $20.5 million relate to higher
depreciation and goodwill and intangible asset amortization expense for the
six months ended June 30, 2000 compared to the same period last year primarily
resulting from the Acquisition and Recapitalization. This was primarily
attributable to (1) WRC Media's operating costs and expenses increasing to
$17.0 million for the six months ended June 30, 2000 from $0 for the same
period in 1999 due to goodwill and intangible asset amortization resulting
from the Acquisition and Recapitalization and (2) a $4.2 million increase in
amortization of goodwill and other intangibles relating to increased goodwill
and intangible assets resulting from the acquisition of CompassLearning by WRC
Media in July of 1999. These operating expense increases resulting from the
Acquisition and Recapitalization were in addition to higher operating costs at
CompassLearning offset by a decrease in operating expenses at Weekly Reader.
Weekly Reader operating costs and expenses decreased by $1.4 million, or 3.6%,
to $38.8 million for the six months ended June 30, 2000 from $40.2 million for
the same period in 1999 primarily due to (1) a decrease in allocated PRIMEDIA
Inc. corporate and group overhead expenses of $3.0 million offset by $1.2
million of higher general and administrative expenses and (2) lower
depreciation and amortization expenses of $0.6 million due to intangible
assets with lower amortization schedules in the later part of their lives and
intangible assets that were fully amortized in 1999 partially offset by (a) an
increase in sales and marketing expenses of $0.7 million primarily at American
Guidance and World Almanac attributable to the higher sales volume described
above and (b) an increase of $0.3 million in Weekly Reader distribution,
circulation, fulfillment and editorial costs. CompassLearning's operating
costs and expenses increased by $6.3 million, or 34.5%, to $24.4 million from
$18.1 million for the same period in 1999 and operating expenses as a
percentage of revenue increased to 75.4% from 55.9% for the same period in
1999. The increase was primarily due to $4.2 million increase in amortization
of goodwill and other intangibles relating to increased goodwill and
intangible assets resulting from the acquisition of CompassLearning by WRC
Media in July of 1999; $1.3 million increase in sales and marketing expense;
and $0.7 million increase in research and development expenses. Sales and
marketing expense increased $1.3 million, or 12.1%, to $12.0 million from
$10.7 million and as a percentage of revenue increased to 37.1% from 33.0% for
the same period in 1999. This increase was primarily due to $0.8 million
increase in salaries and wages, $0.5 million increase in travel and meeting
expenses, $0.4 million company name change expenses partially offset by a $0.4
million decrease in outside services and facilities expense. Research and
development expense increased $0.7 million, or 18.2%, to $4.3 million from
$3.6 million and as a percentage of revenue increased to 13.2% from 11.1% for
the same period in 1999. This increase was primarily due to $0.3 million
increase in salaries and wages and $0.4 million increase in outside services.
WRC Media's operating costs and expenses as a percentage of sales increased to
82.4% for the six months ended June 30, 2000 from 62.0% for the same period in
1999 due to the increased amortization at WRC Media described above and to the
increased costs at CompassLearning.
Income (loss) from operations. For the six months ended June 30, 2000, income
from operations decreased by $20.2 million, or 280.5%, to a loss from
operations of $13.0 million from income from operations of $7.2 million for
the same period in 1999 and income from operations as a percentage of sales
decreased to negative 13.4% from positive 7.6% for the same period in 1999.
These decreases were primarily a result of $20.5 million of higher
depreciation and amortization of goodwill and intangible assets for the six
months ended June 30, 2000 compared to 1999 primarily due to (1) a $17.0 million
increase in amortization of goodwill and other intangible assets at WRC Media
and (2) a $4.2 million increase in amortization of goodwill and other
intangible assets at CompassLearning resulting from the Acquisition and
Recapitalization described above.
Interest expense, including amortization of deferred financing costs. For the
six months ended June 30, 2000, interest expense increased by $7.7 million, or
81.5%, to $17.1 million from $9.4 million for the same period in 1999 and
interest expense as a percentage of sales increased to 17.6% from 10.0% for
the
22
<PAGE>
same period in 1999. Interest expense for the six months ended June 30,
2000 relates to debt and amortization of deferred financing costs associated
with the Acquisition and Recapitalization. Interest expense for the six months
ended June 30, 1999 relates to (1) for Weekly Reader, interest charged by
PRIMEDIA Inc. to Weekly Reader on outstanding intercompany debt and (2) for
CompassLearning, borrowings from its previous ownership prior to its
acquisition by WRC Media in July of 1999.
Other, net. For the six months ended June 30, 2000, other, net increased by
$0.1 million, to $0.0 million from negative $0.1 million for the same period
in 1999. This increase was primarily a result of a $0.5 million decrease in
other expense at Weekly Reader partially offset by $0.4 million decrease in
other income, net at CompassLearning.
Net loss. For the six months ended June 30, 2000, net loss increased by $28.6
million, or negative 1,243.5%, to $30.9 million from $2.3 million for the same
period in 1999 primarily as a result of the $20.5 million increase in
depreciation and amortization expenses for intangible assets and $7.7 million
increase in interest expense resulting from the Asset and Recapitalization
described above. Net loss as a percentage of net sales increased to negative
31.8% for the six months ended June 30, 2000 from negative 2.5% for the same
period in 1999.
23
<PAGE>
Results of Operations for the three month periods ended June 30, 1999 and
2000-- Weekly Reader Corporation and Subsidiaries
The following table sets forth, for the periods indicated, combined statements
of operations data for Weekly Reader and its subsidiaries expressed in
millions of dollars and as a percentage of net sales.
<TABLE>
<CAPTION>
Three Months Ended June 30,
------------------------------------------------------
1999 2000
------------------------------------------------------
Amount % of Net Sales Amount % of Net Sales
------ -------------- ------ --------------
(Dollars in millions)
<S> <C> <C> <C> <C>
Sales, net $ 28.8 100.0% $ 29.3 100.0%
Cost of goods sold 7.7 26.7% 8.4 28.6%
------- -------- ------- -------
Gross profit 21.1 73.3% 20.9 71.4%
Operating costs and expenses:
Marketing and selling 4.4 15.5% 5.1 17.4%
Research and Development - 0.0% - 0.0%
Distribution, circulation
and fulfillment 2.2 7.5% 2.2 7.4%
Editorial 2.3 8.0% 2.4 8.3%
General and administrative 3.9 13.5% 4.3 14.5%
Corporate and group overhead (a) 2.9 10.1% 0.6 2.2%
Depreciation and amortization 4.0 13.9% 3.7 12.7%
------- -------- ------- -------
Income from operations 1.4 4.8% 2.6 8.9%
Other income (expense)
Interest expense, including amortization
of deferred financing costs (b) (3.4) (11.9%) (8.5) (29.0%)
Other, net - 0.0% - 0.0%
------- -------- ------- -------
Loss before income tax expense (2.0) (7.1%) (5.9) (20.1%)
Income tax provision - 0.0% 0.3 1.0%
------- -------- ------- -------
Net loss $ (2.0) (7.1%) $ (6.2) (21.2%)
======= ======== ======= =======
-----------------
</TABLE>
(a) Prior to the recapitalization on November 17, 1999, Weekly Reader was
allocated a corporate and group overhead charge which included costs for:
(1) amounts allocated as corporate overhead to Weekly Reader by PRIMEDIA
Inc. for services and administrative functions shared with PRIMEDIA Inc.
and its other operating companies including, but not limited to,
executive management costs, salaries and fringe benefits for various
legal, financial, information technology and human resources personnel,
information technology expenses, real estate expenses, and third-party
costs; and (2) direct group overhead costs, such as salaries, fringe
benefits and expenses for PRIMEDIA Inc. staff directly involved in Weekly
Reader (not including World Almanac and American Guidance). As of
November 17, 1999 these charges were eliminated.
(b) Includes the allocation of interest expense prior to November 17, 1999,
arising from borrowings at the PRIMEDIA Inc. corporate level.
Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999
Sales, net. For the three months ended June 30, 2000, net sales increased $0.5
million, or 1.9%, to $29.3 million from $28.8 million for the same period in
1999. This increase was due to (1) an increase in sales at
24
<PAGE>
American Guidance Service of $0.7 million, or 5.8%, to $13.7 million for the
three months ended June 30, 2000 from $13.0 million for the same period in
1999 as a result of increases in sales of assessment products primarily driven
by the release of our revised GFTA assessment (Goldman-Fristoe Test of
Articulation); and (2) an increase in catalog and telemarketing sales of $0.3
million or 2.3% at World Almanac's school library sales segments. These
increases were offset by a decrease in Weekly Reader's sales, not including
World Almanac and American Guidance, of $0.5 million, or 10.4%, to $4.0
million for the three months ended June 30, 2000 from $4.5 million for the
same period in 1999, primarily as a result of lower periodical subscription
sales due to the discontinuation of the Summer Weekly Reader and lower
licensing sales.
Gross profit. For the three months ended June 30, 2000, gross profit decreased
by $0.2 million, or 0.6%, to $20.9 million from $21.1 million for the same
period in 1999. This decrease was a result of (1) an increase in gross profit
at American Guidance of $0.3 million, or 3.8%, to $10.0 million for the three
months ended June 30, 2000 from $9.7 million for the same period in 1999 due
to the increased sales described above; (2) an increase in gross profit at
World Almanac of $0.1 million, or 1.3%, to $7.6 million for the three months
ended June 30, 2000 from $7.5 million for the same period in 1999 due to the
increased sales described above and (3) a decrease in gross profit at Weekly
Reader, not including World Almanac and American Guidance, of $0.6 million, or
16.1%, to $3.2 million for the three months ended June 30, 2000 from $3.8
million for the same period in 1999 due to the decreased sales described above
and an unfavorable cost of goods sold rate variance, resulting in a 5.3%
reduction in gross margin percentage to 78.8% from 84.1%. The decrease in
gross profit at Weekly Reader not including World Almanac and American
Guidance is primarily attributable to lower margins on Lifetime Learning
Systems, Inc. sales. Gross profit as a percentage of net sales decreased to
71.4% for the three months ended June 30, 2000 from 73.2% for the same period
in 1999. This decrease was primarily a result of a lower gross profit margin
for Weekly Reader, not including World Almanac and American Guidance described
above.
Operating costs and expenses. For the three months ended June 30, 2000,
operating costs and expenses decreased by $1.4 million, or 7.0%, to $18.3
million from $19.7 million for the same period in 1999. This decrease was
primarily due to (1) a decrease in allocated PRIMEDIA Inc. corporate and group
overhead expenses of $2.9 million offset by $0.6 million increase of WRC Media
general and administrative expenses and (2) lower depreciation and
amortization expenses of $0.3 million due to intangible assets with lower
amortization schedules in the later part of their lives and intangible assets
that were fully amortized in 1999 partially offset by (a) an increase in sales
and marketing expenses of 0.7 million at American Guidance primarily
attributable to the higher sales volume described above; (b) an increase of
$0.4 million in Weekly Reader general and administrative expenses and (c) an
increase of $0.1 million in Weekly Reader editorial costs. Operating costs and
expenses as a percentage of sales decreased to 62.5% for the three months
ended June 30, 2000 from 68.4% for the same period in 1999 primarily due to
the significant reduction in corporate and group overhead costs described
above.
Operating income. For the three months ended June 30, 2000, operating income
increased by $1.2 million, or 90.4%, to $2.6 million from $1.4 million for the
same period in 1999 and operating income as a percentage of sales increased to
8.9% from 4.8% for the same period in 1999. These increases were primarily due
to the factors described above.
Interest expense. For the three months ended June 30, 2000, interest expense
increased by $5.1 million, or 146.1%, to $8.5 million from $3.4 million for
the same period in 1999 and interest expense as a percentage of sales
increased to 29.1% from 12.0% for the same period in 1999. The interest
expense for the three months ended June 30, 2000 relates to debt associated
with the Acquisition and Recapitalization. Since Weekly Reader is jointly and
severally liable for that debt, the interest expense related to that debt is
reflected in the financial statements of Weekly Reader. The interest expense
for the three months ended June 30, 1999 represents interest charged by
PRIMEDIA Inc. to Weekly Reader on outstanding intercompany debt.
25
<PAGE>
Net loss. For the three months ended June 30, 2000, net loss increased by $4.2
million, or 206.6%, to $6.2 million from $2.0 million for the same period in
1999. Net loss as a percentage of net sales increased to negative 21.2% for
the three months ended June 30, 2000 from negative 7.1% for the same period in
1999. These decreases were primarily due to the factors described above.
Results of Operations for the six months ended June 30, 2000--Weekly Reader
Corporation and Subsidiaries
The following table sets forth, for the periods indicated, combined statements
of operations data for Weekly Reader and its subsidiaries expressed in
millions of dollars and as a percentage of net sales.
<TABLE>
<CAPTION>
Six Months Ended June 30,
----------------------------------------------------------
1999 2000
-------------------------- --------------------------
Amount % of Net Sales Amount % of Net Sales
------ -------------- ------ --------------
(Dollars in millions)
<S> <C> <C> <C> <C>
Sales, net $ 61.8 100.0% $ 65.0 100.0%
Cost of goods sold 16.0 25.8% 18.1 27.8%
------- -------- ------- -------
Gross profit 45.8 74.2% 46.9 72.2%
Operating costs and expenses:
Marketing and selling 10.3 16.8% 11.0 16.9%
Research and Development - 0.0% - 0.0%
Distribution, circulation
and fulfillment 5.2 8.4% 5.3 8.2%
Editorial 4.8 7.7% 4.9 7.6%
General and administrative 7.4 12.0% 8.6 13.3%
Corporate and group overhead (a) 4.5 7.3% 1.5 2.3%
Depreciation and amortization 8.0 12.9% 7.5 11.5%
------- -------- ------- -------
Income from operations 5.6 9.1% 8.1 12.4%
Other income (expense)
Interest expense, including
amortization of deferred
financing costs (b) (6.8) (10.9%) (16.7) (25.7%)
Other, net (0.5) (0.9%) - 0.0%
------- -------- ------- -------
Loss before income tax expense (1.7) (2.7%) (8.6) (13.2%)
Income tax provision - 0.0% 0.8 1.2%
------- -------- ------- -------
Net loss $ (1.7) (2.7)% $ (9.4) (14.4%)
======= ======== ======= =======
-----------------
</TABLE>
(a) Prior to the recapitalization on November 17, 1999, Weekly Reader was
allocated a corporate and group overhead charge which included costs for:
(1) amounts allocated as corporate overhead to Weekly Reader by PRIMEDIA
Inc. for services and administrative functions shared with PRIMEDIA Inc.
and its other operating companies including, but not limited to,
executive management costs, salaries and fringe benefits for various
legal, financial, information technology and human resources personnel,
information technology expenses, real estate expenses, and third-party
costs; and (2) direct group overhead costs, such as salaries, fringe
benefits and expenses for PRIMEDIA Inc. staff directly involved in Weekly
Reader (not including World Almanac and American Guidance). As of
November 17, 1999 these charges were eliminated.
(b) Includes the allocation of interest expense prior to November 17, 1999,
arising from borrowings at the PRIMEDIA Inc. corporate level.
Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999
Sales, net. For the six months ended June 30, 2000, net sales increased $3.2
million, or 5.1%, to $65.0 million from $61.8 million for the same period in
1999. The increase in sales at Weekly Reader was due to (1) an increase in
sales at American Guidance Service of $2.0 million, or 8.4%, to $25.6 million
for the six months ended June 30, 2000 from $23.6 million for the same period
in 1999 as a result of increases in
26
<PAGE>
curriculum sales and sales of assessment products primarily driven by the
release of our revised GFTA assessment (Goldman-Fristoe Test of Articulation);
and (2) an increase in sales at World Almanac of $2.0 million, or 8.8% to
$24.8 million for the six months ended June 30, 2000 from $22.8 million for
the same period in 1999 as a result of catalog and telemarketing sales of
World Almanac's Library Services and Gareth Stevens, Inc. segments. These
increases were offset by a decrease in Weekly Reader's sales, not including
World Almanac and American Guidance, of $0.8 million, or 5.5%, to $14.5
million for the six months ended June 30, 2000 from $15.3 million for the same
period in 1999, primarily as a result of $1.4 million in lower periodical
subscription sales (including elementary circulation and skills books sales)
attributable to less elementary and secondary issues shipped in the first half
of 2000 compared to the same period last year; $0.2 million of lower sales
related to the discontinuation of the Summer Weekly Reader; and $0.5 million
in lower licensing sales. These sales decreases were partially offset by the
addition of $0.6 million shipping and handling revenue; the introduction of a
new student periodical, Teen Newsweek, that contributed $0.3 million
incremental revenue and an increase of $0.4 million in Lifetime Learning
Systems, Inc. sales.
Gross profit. For the six months ended June 30, 2000, gross profit increased
$1.1 million, or 2.3%, to $46.9 million from $45.8 million for the same period
in 1999. The increase in gross profit at Weekly Reader was a result of (1) an
increase in gross profit at American Guidance of $1.2 million, or 6.5%, to
$18.6 million for the six months ended June 30, 2000 from $17.4 million for
the same period in 1999 due to the increased sales described above and (2) an
increase in gross profit at World Almanac of $0.9 million, or 5.9%, to $16.5
million for the six months ended June 30, 2000 from $15.6 million for the same
period in 1999 due to the increased sales described above partially offset by
a decrease in gross profit at Weekly Reader, not including World Almanac and
American Guidance, of $1.0 million, or 7.9%, to $11.8 million for the six
months ended June 30, 2000 from $12.8 million for the same period in 1999 due
to the decreased sales described above and an unfavorable cost of goods sold
rate variance, resulting in a 2.1% reduction in gross margin percentage to
81.1% from 83.2%. This is primarily attributable to lower margins on Lifetime
Learning Systems, Inc. sales.
Operating costs and expenses. For the six months ended June 30, 2000,
operating costs and expenses decreased by $1.4 million, or 3.6%, to $38.8
million for the six months ended June 30, 2000 from $40.2 million for the same
period in 1999 primarily due to (1) a decrease in allocated PRIMEDIA Inc.
corporate and group overhead expenses of $3.0 million offset by $1.2 million
of lower general and administrative expenses and (2) lower depreciation and
amortization expenses of $0.6 million due to intangible assets with lower
amortization schedules in the later part of their lives and intangible assets
that were fully amortized in 1999 partially offset by (a) an increase in sales
and marketing expenses of $0.7 million primarily at American Guidance and
World Almanac attributable to the higher sales volume described above and (b)
an increase of $0.3 million in Weekly Reader distribution, circulation,
fulfillment and editorial costs.
Operating income. For the six months ended June 30, 2000, operating income
increased by $2.5 million, or 44.3%, to $8.1 million from $5.6 million for the
same period in 1999 and operating income as a percentage of sales increased to
12.4% from 9.1% for the same period in 1999. These increases were primarily
due to the factors described above.
Interest expense. For the six months ended June 30, 2000, interest expense
increased by $9.9 million, or 146.6%, to $16.7 million from $6.8 million for
the same period in 1999 and interest expense as a percentage of sales
increased to 25.7% from 10.9% for the same period in 1999. The interest
expense for the six months ended June 30, 2000 relates to debt associated with
the Acquisition and Recapitalization. Since Weekly Reader is jointly and
severally liable for that debt, the interest expense related to that debt is
reflected in the financial statements of Weekly Reader. The interest expense
for the six months ended June 30, 1999 represents interest charged by PRIMEDIA
Inc. to Weekly Reader on outstanding intercompany debt.
27
<PAGE>
Other, net. For the six months ended June 30, 2000, other, net increased to $0
from negative $0.5 million for the same period in 1999. This increase was the
result of a $0.4 million increase in other, net at Weekly Reader, excluding
American Guidance and World Almanac and a $0.1 million increase in other, net
at World Almanac.
Net loss. For the six months ended June 30, 2000, net loss increased by $7.7
million, or 450.8%, to $9.4 million from $1.7 million for the same period in
1999. Net loss as a percentage of net sales increased to negative 14.4% for
the six months ended June 30, 2000 from negative 2.7% for the same period in
1999. The increase to net loss was primarily due to the factors described
above.
28
<PAGE>
Results of Operations for the three months ended June 30, 2000 --
CompassLearning, Inc.
CompassLearning was acquired by WRC Media on July 14, 1999. CompassLearning's
statement of operations for the periods prior to July 14, 1999, relate to
predecessor operations. The Securities and Exchange Commission deems an
acquired business to be a predecessor when the registrant is in substantially
the same business as the entity acquired and the registrant's own operations,
prior to the acquisition, appear insignificant to the business acquired. The
purchase method of accounting was used to record assets acquired and
liabilities assumed. This accounting method generally results in increased
amortization and depreciation reported in periods after the date of
acquisition. Accordingly, the statements of operations of CompassLearning pre-
and post-acquisition are not comparable in all material respects.
The following table sets forth, for the periods indicated, statement of
operations data for CompassLearning and its predecessor, expressed in millions
of dollars and as a percentage of net revenue.
<TABLE>
<CAPTION>
Three Months Ended June 30,
------------------------------------------------------
Predecessor - 1999 2000
------------------------------------------------------
Amount % of Net Sales Amount % of Net Sales
------ -------------- ------ --------------
(Dollars in millions)
<S> <C> <C> <C> <C>
Revenue, net $ 18.8 100.0% $ 19.6 100.0%
Cost of products sold 6.3 33.6% 6.1 31.2%
------- -------- ------- --------
Gross profit 12.5 66.4% 13.5 68.8%
Operating costs and expenses:
Sales and marketing 5.8 30.9% 6.0 30.6%
Research and development 1.9 10.1% 2.2 11.2%
General and administrative 1.8 9.5% 1.5 7.7%
Corporate overhead - 0.0% 0.2 1.0%
Amortization of intangible asset 0.0 0.0% 2.2 11.2%
------- -------- ------- --------
Income from operations 3.0 15.9% 1.4 (7.1%)
Interest expense (1.3) (6.9%) (8.6) (43.8%)
Other income, net 0.0 0.0% 0.0 0.0%
------- -------- ------- --------
Income (loss) before income
tax expense 1.7 9.0% (7.2) (36.7%)
Income tax expense - 0.0% - 0.0%
------- -------- ------- --------
Net income (loss) $ 1.7 9.0% $ (7.2) (36.7%)
======= ======== ======= ========
---------------------
</TABLE>
Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999
Revenue, net. For the three months ended June 30, 2000, net revenue increased
$0.8 million, or 4.1%, to $19.6 million from $18.8 million for the same period
in 1999. This increase was due to an increase in software revenue of $1.3
million, or 12.0%, to $12.0 million for the three months ended June 30, 2000
from $10.7 million for the same period in 1999 primarily as a result of higher
sales volume and partially offset by the decrease in service revenue of $0.5
million, or 8.5%, to $7.0 million for the three months ended June 30, 2000
from $7.5 million for the same period in 1999 primarily as a result of lower
service contract renewal sales.
Gross profit. For the three months ended June 30, 2000, gross profit increased
$1.0 million, or 7.8%, to $13.5 million from $12.5 million for the same period
in 1999. This increase was primarily due to the increase in software revenue,
partially offset by lower service revenue as described above. Gross profit as
a percent of revenue increased to 68.8% for the three months ended June 30,
2000 compared to 66.4% for the same period in 1999 primarily due to software
revenue, which yields a higher margin rate, comprising 77.6% of total margin
compared to 73.8% for the same period in 1999.
29
<PAGE>
Operating expenses. For the three months ended June 30, 2000, operating
expenses increased $2.6 million, or 27.9%, to $12.1 million from $9.5 million
for the same period in 1999 and operating expenses as a percentage of revenue
increased to 61.7% from 50.5% for the same period in 1999. The increase was
primarily due to (1) a $2.2 million increase in amortization of goodwill and
other intangibles relating to increased goodwill and intangible assets
resulting from the acquisition of CompassLearning by WRC Media in July of
1999; (2) a $0.2 million or 4.7% increase in sales and marketing expense to
$6.0 million from $5.8 million primarily due to $0.4 million in company name
change expenses combined with a $0.2 million increase in salaries and wages,
partially offset by a $0.4 million decrease in outside services and supplies
expense; (3) a $0.3 million or 15.7% increase in research and development
expenses to $2.2 million from $1.9 million for the same period in 1999
primarily due to $0.2 million increase in outside services and $0.1 million
increase in salaries and wages and (4) a $0.2 million increase in corporate
and group overhead expenses to $0.2 million from $0 for the same period in
1999, partially offset by a $0.3 million decrease in general and
administrative expense.
Income (loss) from operations. For the three months ended June 30, 2000,
operating income decreased $1.6 million, or 54.7%, to $1.4 million from $3.0
million for the same period in 1999 and operating income as a percentage of
net revenue decreased to 7.1% from 15.9% for the same period in 1999,
primarily due to the factors described above.
Interest expense. For the three months ended June 30, 2000, interest expense
increased $7.3 million, or 531.7%, to $8.6 million from $1.3 million for the
same period in 1999 primarily due to the change in debt structure following
the change in ownership for the same period in 1999. Since CompassLearning is
jointly and severally liable for debt associated with the Acquisition and
Recapitalization, the interest expense related to that debt is reflected in
the financial statements of CompassLearning.
Net income (loss). For the three months ended June 30, 2000, net loss increased
$8.9 million, or 527.9%, to $7.2 million from $1.7 million profit for the same
period in 1999 and net loss as a percentage of net revenue increased to a
negative 36.7% from a positive 9.0% for the same period in 1999. These
decreases were primarily due to the factors described above.
Results of Operations for the six month periods ended June 30, 1999 and 2000
-- CompassLearning, Inc.
The following table sets forth, for the periods indicated, statement of
operations data for CompassLearning and its predecessor, expressed in millions
of dollars and as a percentage of net revenue.
<TABLE>
<CAPTION>
Six Months Ended June 30,
-----------------------------------------------------------
Predecessor - 1999 2000
-----------------------------------------------------------
Amount % of Net Sales Amount % of Net Sales
------ -------------- ------ --------------
(Dollars in millions)
<S> <C> <C> <C> <C>
Revenue, net $ 32.4 100.0% $ 32.3 100.0%
Cost of products sold 12.7 39.1% 12.0 37.3%
------- -------- ------- -------
Gross Profit 19.7 60.9% 20.3 62.7%
Operating cost and expenses:
Sales and marketing 10.7 33.0% 12.0 37.1%
Research and development 3.6 11.1% 4.3 13.2%
General and administrative 3.7 11.4% 3.3 10.3%
Corporate overhead - 0.0% 0.5 1.6%
Amortization of intangible assets 0.1 0.4% 4.3 13.3%
------- -------- ------- -------
Income (loss) from operations 1.6 5.0% (4.1) (12.7%)
Interest expense (2.7) (8.2%) (16.8) (51.9%)
Other income, net 0.4 1.2% 0.0 0.0%
------- -------- ------- -------
Loss before income tax expense (0.7) (2.0%) (20.9) (64.6%)
Income tax expense - 0.0% - 0.0%
------- -------- ------- -------
Net loss $ (0.7) (2.0%) $ (20.9) (64.6%)
======= ======== ======= =======
</TABLE>
30
<PAGE>
Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999
Revenue, net. For the six months ended June 30, 2000, net revenue decreased
$0.1 million, or 0.3%, to $32.3 million from $32.4 million for the same period
in 1999. This decrease was due to (1) the decrease in service revenue of $1.0
million, or 6.9%, to $13.9 million for the six months ended June 30, 2000 from
$14.9 million for the same period in 1999 primarily as a result of lower
service contract renewal sales and (2) a decrease in hardware revenue of $0.2
million, or 12.3%, to $1.6 million for the six months ended June 30, 2000 from
$1.8 million for the same period in 1999 resulting from our strategy to exit
the hardware business. These decreases were partially offset by an increase in
software revenue of $1.1 million, or 7.4%, to $16.8 million for the six month
ended June 30, 2000 from $15.7 million for the same period in 1999 primarily
as a result of higher sales volume.
Gross profit. For the six months ended June 30, 2000, gross profit increased
$0.6 million, or 2.7%, to $20.3 million from $19.7 million for the same period
in 1999. This increase was primarily due to the increase in software revenue,
partially offset by lower service revenue as described above. Gross profit as
a percent of revenue increased to 62.7% for the six months ended June 30, 2000
compared to 60.9% for the same period in 1999 primarily due to software, which
yields a higher margin rate, comprising 69.6% of total margin compared to
66.0% for the same period in 1999.
Operating expenses. For the six months ended June 30, 2000, operating expenses
increased $6.3 million, or 34.5%, to $24.4 million from $18.1 million for the
same period in 1999 and operating expenses as a percentage of revenue
increased to 75.4% from 55.9% for the same period in 1999. The increase was
primarily due to (1) $4.2 million increase in amortization of goodwill and
other intangibles relating to increased goodwill and intangible assets
resulting from the acquisition of CompassLearning by WRC Media in July of
1999; (2) a $1.3 million or 12.1% increase in sales and marketing expense to
$12.0 million from $10.7 million due to $0.8 million increase in salaries and
wages, $0.5 million increase in travel and meeting expenses and $0.4 million
attributed to company name change expenses partially offset by $0.4 million
decrease in outside services and facilities expense; and (3) a $0.7 million or
18.2% increase in research and development expense to $4.3 million from $3.6
million for the same period in 1999. This increase was primarily due to $0.3
million increase in compensation and $0.4 million increase in outside
services.
Operating income. For the six months ended June 30, 2000, loss from operations
increased $5.7 million, or 355.1%, to a $4.1 million loss from operations from
$1.6 million operating income for the same period in 1999 and loss from
operations as a percentage of net revenue increased to a negative 12.7% from a
positive 5.0% for the same period in 1999, primarily due to the factors
described above.
Interest expense. For the six months ended June 30, 2000, interest expense
increased $14.1 million, or 530.3%, to $16.8 million from $2.7 million for the
same period in 1999 primarily due to the change in debt structure following
the change in ownership for the same period in 1999. Since CompassLearning is
jointly and severally liable for debt associated with the Acquisition and
Recapitalization, the interest expense related to that debt is reflected in
the financial statements of CompassLearning.
Other income, net. For the six months ended June 30, 2000, other income, net
decreased to $0 from $0.4 million for the same period in 1999 due to a
non-recurring gain resulting from a sale of a marketable security in 1999.
Net loss. For the six months ended June 30, 2000, net loss increased $20.2
million, or 3009.7%, to $20.9 million from $0.7 million for the same period in
1999 and net loss as a percentage of net revenue increased to a negative 64.6%
from a negative 2.0% for the same period in 1999. These decreases were
primarily due to the factors described above.
31
<PAGE>
Liquidity and Capital Resources
WRC Media's sources of cash are its operating subsidiaries, Weekly Reader and
CompassLearning, and a $30.0 million revolving credit facility. As of June 30,
2000, $14.0 million of the revolving credit facility has been drawn.
Additionally, we have applied for and received a stand-by letter of credit in
the amount of $2.0 million in connection with a real estate lease. While this
letter of credit is in effect, it reduces available borrowing under our
revolving credit facility by $2.0 million.
For the January through June time period, WRC Media and its subsidiaries
usually experiences negative cash flow due to the seasonality of its business.
As a result of the this business cycle, borrowings usually increase during the
period January through June time period, and borrowings generally will be at
its lowest point in October. The Company's cash and cash equivalents decreased
by $10.4 million during the six- month period ended June 30, 2000.
WRC Media and its subsidiaries' principal uses of cash are for debt service,
capital expenditures, working capital and acquisitions. For the six months
ended June 30, 2000, WRC Media and its subsidiaries' operations used $19.3
million in cash. For the six months ended June 30, 2000, Weekly Reader's
operations used cash of $11.2 million, compared to a use of cash of $7.0
million for the same period in 1999, primarily due to (1) an allocation of
$16.7 million for interest expense, compared to $6.8 million for the same
period in 1999, (2) offset by an increase in operating income of $2.5 million
and (3) changes in operating assets and liabilities and depreciation and
amortization of $3.2 million due to the seasonal nature of Weekly Reader's
business, whereby the majority of cash receipts for periodical subscriptions
are received in the third and fourth quarters of the year in which the
subscriptions are sold. For the six months ended June 30, 2000,
CompassLearning's operations used cash of $23.0 million, compared to a use of
cash of $5.3 million for the same period in 1999, due to (1) an allocation for
interest expense from WRC Media of $16.8 million, compared to interest expense
of $2.7 million for the same period in 1999; (2) an increase in loss from
operations of $5.7 million; and (3) partially offset by changes in operating
assets and liabilities and depreciation and amortization and other, net of
$2.1 million.
For the six months ended June 30, 2000, WRC Media and its subsidiaries'
investing activities consisted of capital expenditures of $3.9 million. Weekly
Reader's capital expenditures, which consisted primarily of expenditures for
property and equipment and prepublication costs at American Guidance, were
$2.5 million for the six months ended for both June 30, 2000 and 1999.
CompassLearning's capital expenditures, which consisted primarily of purchases
of computer equipment, were $1.4 million for the six months ended June 30,
2000, compared to $0.1 million of purchases of computer equipment for the same
period in 1999. We expect our capital expenditures for the remaining six
months of the fiscal year ending December 31, 2000 to be approximately $7.4
million, including approximately $4.7 million of capitalized prepublication
costs for American Guidance.
WRC Media and its subsidiaries' financing activities consist of making
drawings from, and repayments to, our revolving credit facility and retiring
amounts due under our senior secured term loans. For the six months ended June
30, 2000, financing activities provided cash of $12.7 million, which resulted
from a $14.0 million borrowing under the revolving credit facility and a
repayment of $1.3 million of the senior secured term loans. For the six months
ended June 30, 1999, financing activities provided cash of $13.9 million to
Weekly Reader and CompassLearning. Those financing activities consisted of
$8.5 million provided to Weekly Reader by its previous owner, PRIMEDIA Inc.,
and a $5.4 million borrowing by CompassLearning under its predecessor's
revolving credit facility.
Working Capital
As of June 30, 2000, working capital for WRC Media and its subsidiaries was a
deficit of $11.9 million. There are no unusual registrant or industry
practices or requirements relating to working capital items.
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Seasonality
Our operating results have varied and are expected to continue to vary from
quarter to quarter as a result of seasonal patterns. Weekly Reader and
CompassLearning's sales are significantly affected by the school year. Weekly
Reader's sales in the third, and to a lesser extent the fourth, quarter are
generally the strongest as products are shipped for delivery prior to the
start of the school year. CompassLearning's sales are generally strongest in
the second quarter, and to a lesser extent the fourth quarter.
CompassLearning's sales are strong in the second quarter generally because
schools frequently combine funds from two budget years, which typically end on
June 30 of each year, to make significant purchases, such as purchases of
CompassLearning's electronic courseware, and because by purchasing in the
second quarter, schools are able to have the software products purchased
installed over the summer and ready to train teachers when they return from
summer vacation. CompassLearning's fourth quarter sales are strong as a result
of sales patterns driven in part by its commissioned sales force seeking to
meet year-end sales goals as well as by schools purchasing software to be
installed in time for teachers to be trained prior to the end of the school
year in June.
33
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk. Market risk, with respect to our business, is
the potential loss arising from adverse changes in interest rates. We manage
our exposure to this market risk through regular operating and financing
activities and, when deemed appropriate, through the use of derivatives. We
use derivatives as risk management tools and not for trading purposes.
We are subject to market risk exposure related to changes in interest rates on
our $129.7 million senior secured term loans under our senior credit
facilities. Interest on borrowings under our senior credit facilities will
bear interest at a rate per annum equal to:
(1)for the revolving credit facility maturing in six years and the
$30.2 million senior secured term loan A facility maturing in six
years, the LIBO rate as defined in the credit agreement plus 3.25%
or the alternate base rate as defined in the credit agreement plus
2.25% subject to performance- based step downs; and
(2)for the $99.5 million senior secured term loan B facility maturing
in seven years, the LIBO rate plus 4.00% or the alternate base rate
plus 3.00%.
Our senior credit facilities require us to obtain interest rate protection for
at least 50% of our senior secured term loans for the duration of the senior
credit facilities. On May 3, 2000, we entered into an arrangement with a
notional value of $65.0 million which terminates on November 17, 2001 and
requires us to pay a floating rate of interest based on the three-month LIBO
rate as defined in that arrangement with a cap rate of 8.0%.
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
35
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PART II OTHER INFORMATION
ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K
List of Exhibits
Exhibit Description of Document
Number
2.1(1) Redemption, Stock Purchase and Recapitalization
Agreement dated August 13, 1999 among WRC Media
Inc. and Primedia Inc.
3.1(1) Articles of Incorporation of WRC Media Inc.
3.2(1) Bylaws of WRC Media Inc.
3.3(1) Articles of Incorporation of Weekly Reader Corporation
3.4(1) Bylaws of Weekly Reader Corporation
3.5(1) Articles of Incorporation of CompassLearning, Inc.
3.6(1) Bylaws of CompassLearning, Inc.
4.1(1) Indenture dated November 17, among WRC Media
Inc., Weekly Reader Corporation, CompassLearning,
Inc. and Bankers Trust Company
4.2(1) Registration Rights Agreement dated November 17,
1999 among WRC Media Inc., Weekly Reader
Corporation, CompassLearning, Inc., Primedia
Reference Inc., Funk & Wagnalls Yearbook Corp.,
Lifetime Learning Systems, Inc., Gareth Stevens, Inc.,
American Guidance Service, Inc. and AGS
International Sales, Inc.
4.3(1) Amended Certificate of Designations, Preferences and Rights
of 15% Senior Preferred Stock due 2011 and 15% Series B
Senior Preferred Stock due 2011 of WRC Media Inc.
4.4(1) WRC Media Inc. Preferred Stockholders Agreement
dated November 17, 1999 between WRC Media Inc.,
Weekly Reader Corporation and CompassLearning,
Inc. and the preferred shareholders listed on the
signature pages thereto
4.5(1) Form of Note
4.6(1) Certificate of Preferred Stock
10.1(1) Note Agreement, dated as of July 13, 1999, among
CompassLearning, Inc. (as successor by merger to
EAC I Inc.), The Northwestern Mutual Life Insurance
Company and SGC Partners II L.L.C.
10.2(1) Stock Purchase Agreement, dated July 13, 1999,
among Software Systems Corp., Sylvan Learning
Systems, Inc., Pyramid Ventures, Inc., GE Capital
Equity Investments, Inc. and CompassLearning, Inc.
(as successor by merger to EAC I Inc.)
10.3(1) Credit Agreement dated November 17, 1999 among
Weekly Reader Corporation, CompassLearning, Inc.,
WRC Media Inc., DLJ Capital Funding, Inc., Bank of
America, N.A. and General Electric Capital
Corporation
10.4(1) Security and Pledge Agreement dated November 17,
1999 among Weekly Reader Corporation,
CompassLearning, Inc., WRC Media Inc., Primedia
Reference Inc., American Guidance Service Inc.,
Lifetime Learning Systems, Inc., AGS International
Sales, Inc., Funk & Wagnalls Yearbook Corp. and
Gareth Stevens, Inc.
10.5(1) Subsidiary Guaranty dated November 17, 1999 among
Primedia Reference Inc., American Guidance Service
Inc., Lifetime Learning Systems, Inc., AGS
36
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International Sales, Inc., Funk & Wagnalls Yearbook
Corp. and Gareth Stevens, Inc.
10.6(1) Stockholders Agreement dated November 17, 1999
among Weekly Reader Corporation,
CompassLearning, Inc., WRC Media Inc.,
EAC III L.L.C., Donaldson, Lufkin & Jenrette and Banc
of America Securities
10.7(1) Shareholders Agreement dated as of November 17, 1999 among
WRC Media, Weekly Reader Corporation and PRIMEDIA, Inc.
10.8(1) Employment Agreement dated as of the 17th day of
November, 1999 among WRC Media Inc., EAC III
L.L.C., CompassLearning, Inc. and Martin E. Kenney,
Jr.
10.9(1) Employment Agreement dated as of the 17th day of
November, 1999 among Weekly Reader Corporation
and Terry Bromberg
10.10(1) Employment Agreement dated as of the 17th day of
November, 1999 among Weekly Reader Corporation
and Peter Bergen
10.12(1) Employment Agreement dated as of the 17th day of
November, 1999 among Weekly Reader Corporation
and Kenneth Slivken
10.13(1) Employment Agreement dated as of the 17th day of
November, 1999 among Weekly Reader Corporation
and Sandy Maccarone
10.14(1) Employment Agreement dated as of the 17th day of
November, 1999 among Weekly Reader Corporation
and Thaddeus Kozlowski
10.15(1) Employment Agreement dated as of the 17th day of
November, 1999 among Weekly Reader Corporation
and Eric Ecker
10.16(1) Employment Agreement dated as of the 17th day of
November, 1999 among Weekly Reader Corporation
and Lester Rackoff
10.18(1) Employment Agreement dated as of the 14th day of
July, 1999 among CompassLearning, Inc. and Joyce
F. Russell
10.19(1) Employment Agreement dated as of the 17th day of
November, 1999 among American Guidance Service,
Inc. and Larry Rutkowski
10.20(1) Employment Agreement dated as of the 17th day of
November, 1999 among American Guidance Service,
Inc. and Gerald Adams
10.21(1) Employment Agreement dated as of the 17th day of
November, 1999 among Primedia Reference Inc. and
Al De Seta
10.22(1) Employment Agreement dated as of the 17th day of
November, 1999 among Primedia Reference Inc. and
Janice P. Bailey
10.23(1) Employment Agreement dated as of the 14th day of
July, 1999 among CompassLearning, Inc. and Nancy
Lockwood
10.24(1) Transitional Services Agreement dated as of
November 17, 1999, among Primedia Inc., WRC
Media Inc. and Weekly Reader Corporation
10.25(1) Shareholder Agreement dated as of the 17th day of
November, 1999 among EAC III L.L.C., Therese K.
Crane and WRC Media Inc.
10.26(1) Shareholder Agreement dated as of the 17th day of
November, 1999 among EAC III L.L.C., Peter Bergen,
Larry Rutkowski, Al De Seta, Robert Jackson,
Kenneth Slivken and WRC Media Inc.
10.26.1(1) Shareholder Agreement dated as of January 1, 2000 among EAC
III L.L.C., Lester Rackoff, Sandy Maccarone, Ted Kozlowski,
Eric Ecker, Terry Bromberg, Gerald Adams, Linda Hein, Janice
Bailey, David Press, Cindy Buckosh, Robert Famighetti, Ken
Park and WRC Media Inc.
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10.27(1) Shareholder Agreement dated as of the 17th day of
November, 1999 among EAC III L.L.C., Martin Kenney
and WRC Media Inc.
10.28(1) Preferred Stock and Warrants Subscription Agreement
dated November 17 between WRC Media Inc., Weekly
Reader Corporation, CompassLearning, Inc. and the
other signatories thereto
10.29(1) Management Agreement dated as of November 17,
1999 among Ripplewood Holdings L.L.C. and
CompassLearning, Inc.
10.30(1) Management Agreement dated as of November 17,
1999 among Ripplewood Holdings L.L.C. and Weekly
Reader Corporation.
23.1(1) Consent of Arthur Anderson LLP
23.2(1) Consent of Deloitte & Touche LLP
23.3(1) Consent of PricewaterhouseCoopers LLP
23.4(1) Consent of Cravath, Swaine & Moore (included in its
opinion filed as Exhibit 5.1)
23.5(1) Consent of Simba Information Inc.
27.1(1) Financial Data Schedule--WRC Media & its
subsidiaries
27.2(1) Financial Data Schedule--Weekly Reader Corporation
& subsidiaries
27.3(1) Financial Data Schedule--CompassLearning Inc.
-------------
(1) Incorporated by reference from the Registrants' Registration Statement on
Form S-4 (No. 333-96119) filed with the Commission on June 13, 2000, as
amended.
(B) Reports on Forms 8-K - On May 17, 2000, WRC Media Inc. filed a Current
Report on Form 8-K dated May 15, 2000, reporting under Item 5 thereof the
results for the first quarter ended March 31, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
August 11, 2000 WRC MEDIA INC.
(REGISTRANT)
By: /s/ Charles L. Laurey
---------------------
Charles L. Laurey
Secretary
WEEKLY READER CORPORATION
(REGISTRANT)
By: /s/ Charles L. Laurey
---------------------
Charles L. Laurey
Secretary
COMPASSLEARNING, INC.
(REGISTRANT)
By: /s/ Charles L. Laurey
---------------------
Charles L. Laurey
Secretary
39
