QuickLinks -- Click here to rapidly navigate through this documentExhibit 99.2
PRIMEDIA INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Financial Statements
On February 17, 2005, the Company announced that it had reached an agreement to sell About, Inc. ("About"), part of the Enthusiast Media segment, to The New York Times Company for approximately $410 million. The sale was completed on March 18, 2005.
Pro Forma Financial Statements
The following unaudited pro forma condensed consolidated financial statements have been prepared based on the historical consolidated financial statements of PRIMEDIA Inc. ("PRIMEDIA") after giving effect to the sale of its wholly-owned subsidiary, About, and the assumptions and adjustments described in the accompanying notes to these unaudited pro forma condensed consolidated financial statements. The unaudited pro forma condensed statements of consolidated operations give effect to the disposal of About by PRIMEDIA as if it had occurred on January 1, 2002 and the unaudited pro forma condensed consolidated balance sheet gives effect to the disposal of About by PRIMEDIA as if it had occurred on December 31, 2004. The unaudited pro forma condensed consolidated financial statements were derived by adjusting the historical consolidated financial statements of PRIMEDIA for the removal of assets, liabilities, revenues and expenses associated with About and the pro forma adjustments described in the footnotes. In the first quarter of 2005, Primedia will classify the results of operations of About as a discontinued operation in accordance with Statement of Financial Accounting Standards No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets.
The unaudited pro forma condensed consolidated financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, the audited historical consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed on March 16, 2005.
The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the consolidated financial position or results of consolidated operations that would have actually been reported had the disposition occurred on January 1, 2002 for statements of consolidated operations purposes and as of December 31, 2004 for consolidated balance sheet purposes, nor are they necessarily indicative of PRIMEDIA's future consolidated financial position or consolidated results of operations. The unaudited pro forma condensed consolidated financial statements are based upon estimates and assumptions. These estimates and assumptions are preliminary and have been made solely for the purposes of developing this pro forma information.
PRIMEDIA INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Balance Sheet
(dollars in thousands)
| | December 31, 2004
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| | Historical Consolidated
| | About
| | Pro Forma Adjustments(h)
| | Pro Forma Consolidated
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Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 13,000 | | | | | $ | 8,200 | (a) | $ | 21,200 | |
| Accounts receivable, net | | | 179,005 | | $ | 6,982 | | | | | | 172,023 | |
| Inventories | | | 22,696 | | | | | | | | | 22,696 | |
| Prepaid expenses and other | | | 29,423 | | | 337 | | | | | | 29,086 | |
| Assets held for sale | | | 40,274 | | | | | | | | | 40,274 | |
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| | Total current assets | | | 284,398 | | | 7,319 | | | 8,200 | | | 285,279 | |
Property and equipment, net | | | 79,806 | | | 5,048 | | | | | | 74,758 | |
Other intangible assets, net | | | 242,884 | | | 8 | | | | | | 242,876 | |
Goodwill | | | 902,579 | | | 15,429 | | | | | | 887,150 | |
Other non-current assets | | | 49,381 | | | | | | | | | 49,381 | |
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Total Assets | | $ | 1,559,048 | | $ | 27,804 | | $ | 8,200 | | $ | 1,539,444 | |
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Liabilities and Shareholders' Deficiency | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
| Accounts payable | | $ | 84,732 | | $ | 3,190 | | | | | $ | 81,542 | |
| Accrued expenses and other | | | 143,112 | | | 2,003 | | $ | 3,500 | (b)(c) | | 149,309 | |
| | | | | | | | | 4,700 | (b) | | | |
| Deferred revenues | | | 157,314 | | | 488 | | | | | | 156,826 | |
| Current maturities of long-term debt | | | 24,919 | | | | | | | | | 24,919 | |
| Liabilities of businesses held for sale | | | 26,980 | | | | | | | | | 26,980 | |
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| | Total current liabilities | | | 437,057 | | | 5,681 | | | 8,200 | | | 439,576 | |
Long-term debt | | | 1,635,964] | | | | | | (401,800 | )(a) | | 1,708,723 | |
Shares subject to mandatory redemption | | | 474,559] | | | | | | | | | | |
Deferred revenues | | | 17,093 | | | | | | | | | 17,093 | |
Deferred income taxes | | | 75,172 | | | | | | | | | 75,172 | |
Other non-current liabilities | | | 64,023 | | | | | | | | | 64,023 | |
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| | Total Liabilities | | | 2,703,868 | | | 5,681 | | | (393,600 | ) | | 2,304,587 | |
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Shareholders' deficiency: | | | | | | | | | | | | | |
| Common stock | | | 2,709 | | | | | | | | | 2,709 | |
| Additional paid-in capital | | | 2,354,778 | | | | | | | | | 2,354,778 | |
| Accumulated deficit | | | (3,426,263 | ) | | 22,123 | | | 22,123 | (b)(d) | | (3,046,586 | ) |
| | | | | | | | | 379,677 | (b) | | | |
| Accumulated other comprehensive loss | | | (167 | ) | | | | | | | | (167 | ) |
| Common stock in treasury, at cost | | | (75,877 | ) | | | | | | | | (75,877 | ) |
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| | Total shareholders' deficiency | | | (1,144,820 | ) | | 22,123 | | | 401,800 | | | (765,143 | ) |
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Total Liabilities and Shareholders' Deficiency | | $ | 1,559,048 | | $ | 27,804 | | $ | 8,200 | | $ | 1,539,444 | |
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2
PRIMEDIA INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Statement of Consolidated Operations
(dollars in thousands, except per share amounts)
| | Year ended December 31, 2004
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| | Historical Consolidated
| | About
| | Pro Forma Adjustments (h)
| | Pro Forma Consolidated
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Revenues, net: | | | | | | | | | | | | | |
| Advertising | | $ | 847,548 | | $ | 35,193 | | | | | $ | 812,355 | |
| Circulation | | | 278,435 | | | 16 | | | | | | 278,419 | |
| Other | | | 181,096 | | | 609 | | | | | | 180,487 | |
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| Total revenues, net | | | 1,307,079 | | | 35,818 | | | | | | 1,271,261 | |
Operating costs and expenses: | | | | | | | | | | | | | |
| Cost of goods sold | | | 275,415 | | | 9,428 | | | | | | 265,987 | |
| Marketing and selling | | | 265,868 | | | 4,305 | | | | | | 261,563 | |
| Distribution, circulation and fulfillment | | | 217,178 | | | 23 | | | | | | 217,155 | |
| Editorial | | | 107,876 | | | 1,739 | | | | | | 106,137 | |
| Other general expenses | | | 155,010 | | | 7,956 | | | | | | 147,054 | |
| Corporate administrative expenses | | | 25,715 | | | | | $ | (278) | (e) | | 25,437 | |
| Depreciation of property and equipment | | | 37,380 | | | 3,332 | | | | | | 34,048 | |
| Amortization of intangible assets and other | | | 26,669 | | | 1,141 | | | | | | 25,528 | |
| Severance related to separated senior executives | | | 658 | | | | | | | | | 658 | |
| Non-cash compensation | | | 6,097 | | | | | | | | | 6,097 | |
| Provision for severance, closures and restructuring related costs | | | 9,651 | | | 5 | | | | | | 9,646 | |
| Provision for unclaimed property | | | 5,500 | | | 100 | | | | | | 5,400 | |
| Gain on sale of businesses and other, net | | | (952 | ) | | | | | | | | (952 | ) |
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Operating income | | | 175,014 | | | 7,789 | | | 278 | | | 167,503 | |
Other income (expense): | | | | | | | | | | | | | |
| Provision for impairment of investments | | | (804 | ) | | | | | | | | (804 | ) |
| Interest expense | | | (123,317 | ) | | | | | | | | (123,317 | ) |
| Interest on shares subject to mandatory redemption | | | (43,780 | ) | | | | | | | | (43,780 | ) |
| Amortization of deferred financing costs | | | (4,986 | ) | | | | | | | | (4,986 | ) |
| Other income, net | | | 19,204 | | | 16,686 | | | | | | 2,518 | |
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Income (loss) from continuing operations before provision for income taxes | | | 21,331 | | | 24,475 | | | 278 | | | (2,866 | ) |
Provision for income taxes | | | (14,945 | ) | | (4 | ) | | | | | (14,941 | ) |
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Income (loss) from continuing operations | | | 6,386 | | | 24,471 | | | 278 | | | (17,807 | ) |
Preferred stock dividends and related accretion | | | (13,505 | ) | | | | | | | | (13,505 | ) |
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Income (loss) from continuing operations applicable to common shareholders | | $ | (7,119 | ) | $ | 24,471 | | $ | 278 | | $ | (31,312 | ) |
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Per common share: | | | | | | | | | | | | | |
| Basic and diluted loss from continuing operations | | $ | (0.03 | ) | | | | | | | $ | (0.12 | ) |
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Basic and diluted common shares outstanding | | | 260,488,000 | | | | | | | | | 260,488,000 | |
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PRIMEDIA INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Statement of Consolidated Operations
(dollars in thousands, except per share amounts)
| | Year ended December 31, 2003
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| | Historical Consolidated
| | About
| | Pro Forma Adjustments (h)
| | Pro Forma Consolidated
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Revenues, net: | | | | | | | | | | | | | |
| Advertising | | $ | 825,169 | | $ | 13,584 | | | | | $ | 811,585 | |
| Circulation | | | 288,335 | | | 73 | | | | | | 288,262 | |
| Other | | | 169,246 | | | 471 | | | | | | 168,775 | |
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| Total revenues, net | | | 1,282,750 | | | 14,128 | | | | | | 1,268,622 | |
Operating costs and expenses: | | | | | | | | | | | | | |
| Cost of goods sold | | | 276,167 | | | 6,183 | | | | | | 269,984 | |
| Marketing and selling | | | 251,184 | | | 2,688 | | | | | | 248,496 | |
| Distribution, circulation and fulfillment | | | 222,211 | | | 24 | | | | | | 222,187 | |
| Editorial | | | 100,506 | | | 817 | | | | | | 99,689 | |
| Other general expenses | | | 154,929 | | | 7,652 | | | | | | 147,277 | |
| Corporate administrative expenses | | | 26,151 | | | | | $ | 231 | (f) | | 26,382 | |
| Depreciation of property and equipment | | | 46,351 | | | 7,896 | | | | | | 38,455 | |
| Amortization of intangible assets, goodwill and other | | | 53,589 | | | 7,131 | | | | | | 46,458 | |
| Severance related to separated senior executives | | | 9,372 | | | | | | | | | 9,372 | |
| Non-cash compensation | | | 11,184 | | | | | | | | | 11,184 | |
| Provision for severance, closures and restructuring related costs | | | 8,102 | | | 590 | | | | | | 7,512 | |
| Loss on sale of businesses and other, net | | | 591 | | | | | | | | | 591 | |
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Operating income (loss) | | | 122,413 | | | (18,853 | ) | | (231 | ) | | 141,035 | |
Other income (expense): | | | | | | | | | | | | | |
| Provision for impairment of investments | | | (8,975 | ) | | | | | | | | (8,975 | ) |
| Interest expense | | | (122,914 | ) | | | | | | | | (122,914 | ) |
| Interest on shares subject to mandatory redemption | | | (21,889 | ) | | | | | | | | (21,889 | ) |
| Amortization of deferred financing costs | | | (3,462 | ) | | | | | | | | (3,462 | ) |
| Other expense, net | | | (3,002 | ) | | | | | | | | (3,002 | ) |
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Loss from continuing operations before provision for income taxes | | | (37,829 | ) | | (18,853 | ) | | (231 | ) | | (19,207 | ) |
Provision for income taxes | | | (12,220 | ) | | | | | | | | (12,220 | ) |
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Loss from continuing operations | | | (50,049 | ) | | (18,853 | ) | | (231 | ) | | (31,427 | ) |
Preferred stock dividends and related accretion, net | | | (41,853 | ) | | | | | | | | (41,853 | ) |
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Loss from continuing operations applicable to common shareholders | | $ | (91,902 | ) | $ | (18,853 | ) | $ | (231 | ) | $ | (73,280 | ) |
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Per common share: | | | | | | | | | | | | | |
| Basic and diluted loss from continuing operations | | $ | (0.35 | ) | | | | | | | $ | (0.28 | ) |
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| Basic and diluted common shares outstanding | | | 259,230,001 | | | | | | | | | 259,230,001 | |
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PRIMEDIA INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Statement of Consolidated Operations
(dollars in thousands, except per share amounts)
| | Year ended December 31, 2002
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| | Historical Consolidated
| | About
| | Pro Forma Adjustments (h)
| | Pro Forma Consolidated
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Revenues, net: | | | | | | | | | | | | | |
| Advertising | | $ | 855,377 | | $ | 11,261 | | | | | $ | 844,116 | |
| Circulation | | | 310,154 | | | 17 | | | | | | 310,137 | |
| Other | | | 175,232 | | | 1,228 | | | | | | 174,004 | |
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| Total revenues, net | | | 1,340,763 | | | 12,506 | | | | | | 1,328,257 | |
Operating costs and expenses: | | | | | | | | | | | | | |
| Cost of goods sold | | | 290,568 | | | 4,442 | | | | | | 286,126 | |
| Marketing and selling | | | 275,206 | | | 3,479 | | | | | | 271,727 | |
| Distribution, circulation and fulfillment | | | 228,686 | | | | | | | | | 228,686 | |
| Editorial | | | 110,917 | | | 2,875 | | | | | | 108,042 | |
| Other general expenses | | | 160,963 | | | 2,330 | | | | | | 158,633 | |
| Corporate administrative expenses | | | 31,172 | | | | | $ | 1,710 | (f) | | 32,882 | |
| Depreciation of property and equipment | | | 56,172 | | | 5,335 | | | | | | 50,837 | |
| Amortization of intangible assets, goodwill and other | | | 158,893 | | | 30,806 | (g) | | | | | 128,087 | |
| Non-cash compensation | | | 10,502 | | | 2,706 | | | | | | 7,796 | |
| Provision for severance, closures and restructuring related costs | | | 49,516 | | | 592 | | | | | | 48,924 | |
| Loss on sale of businesses and other, net | | | 7,247 | | | | | | | | | 7,247 | |
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Operating loss | | | (39,079 | ) | | (40,059 | ) | | (1,710 | ) | | (730 | ) |
Other income (expense): | | | | | | | | | | | | | |
| Provision for impairment of investments | | | (19,045 | ) | | | | | | | | (19,045 | ) |
| Interest expense | | | (138,593 | ) | | (122 | ) | | | | | (138,471 | ) |
| Amortization of deferred financing costs | | | (3,469 | ) | | | | | | | | (3,469 | ) |
| Other income, net | | | 4,993 | | | (301 | ) | | | | | 5,294 | |
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Loss from continuing operations before provision for income taxes | | | (195,193 | ) | | (40,482 | ) | | (1,710 | ) | | (156,421 | ) |
Provision for income taxes | | | (46,375 | ) | | (38 | ) | | | | | (46,337 | ) |
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Loss from continuing operations | | | (241,568 | ) | | (40,520 | ) | | (1,710 | ) | | (202,758 | ) |
Preferred stock dividends and related accretion, net | | | (47,656 | ) | | | | | | | | (47,656 | ) |
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Loss from continuing operations applicable to common shareholders | | $ | (289,224 | ) | $ | (40,520 | ) | $ | (1,710 | ) | $ | (250,414 | ) |
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Per common share: | | | | | | | | | | | | | |
| Basic and diluted loss from continuing operations | | $ | (1.14 | ) | | | | | | | $ | (0.99 | ) |
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| Basic and diluted common shares outstanding | | | 253,710,417 | | | | | | | | | 253,710,417 | |
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NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Pro Forma Presentation
The pro forma condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission.
The unaudited pro forma condensed consolidated financial statements of PRIMEDIA and About have been prepared based on the historical consolidated balance sheets of PRIMEDIA and About as of December 31, 2004 and the historical statements of consolidated operations of PRIMEDIA and About for each of the three years in the period ended December 31, 2004, after giving effect to the adjustments and assumptions described below.
PRIMEDIA and About employ accounting policies that are in accordance with accounting principles generally accepted in the United States of America. In management's opinion, all material adjustments necessary to reflect fairly the pro forma financial position and pro forma results of operations of PRIMEDIA and About have been made.
The ongoing activity presented in these pro forma condensed consolidated financial statements represents PRIMEDIA's assets, liabilities, revenues and expenses that will not be divested in the sale of About.
Note 2. Pro Forma Assumptions
Pro forma adjustments:
The accompanying unaudited pro forma condensed consolidated financial statements have been prepared as if the divestiture was completed on December 31, 2004 for consolidated balance sheet purposes and as of January 1, 2002 for statements of consolidated operations purposes and reflect the following pro forma adjustments:
- (a)
- The net proceeds of the sale are being used for the repayment of outstanding indebtedness under PRIMEDIA's revolving loan facilities and for general corporate purposes. PRIMEDIA intends, through a series of steps, to further reduce outstanding long-term debt and/or redeem outstanding shares subject to mandatory redemption.
- (b)
- To record the pro forma net gain as a result of the disposition.
Total consideration (excluding any adjustment for changes in net working capital) | | $ | 410,000 |
Transaction costs | | | 4,700 |
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Net proceeds | | | 405,300 |
Carrying value of the net assets sold | | | 22,123 |
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Pro forma net gain before income tax expense | | | 383,177 |
Income tax expense | | | 3,500 |
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Pro forma net gain | | $ | 379,677 |
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- (c)
- The income tax expense recorded on the sale of About includes current federal Alternative Minimum Tax liability as well as current state and local income taxes. The income tax expense has been computed taking into consideration various factors, including the expected utilization of capital loss and net operating loss carryforwards and the related release of valuation allowance.
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- (d)
- To eliminate About's equity from consolidated equity as a result of the disposition.
- (e)
- To adjust for expenses that are not expected to be incurred subsequent to the disposition of About.
- (f)
- To adjust for expenses that were originally allocated to About but will continue to be incurred by PRIMEDIA after the sale of About.
- (g)
- Includes $22,122 of provision for impairment of goodwill recorded in accordance with SFAS 142,Goodwill and Other Intangible Assets.
- (h)
- The net proceeds of the sale are being used for the repayment of outstanding indebtedness under PRIMEDIA's revolving loan facilities and for general corporate purposes. PRIMEDIA intends, through a series of steps, to further reduce outstanding long-term debt and/or redeem outstanding shares subject to mandatory redemption. Since PRIMEDIA has not finalized which of its obligations will be reduced, the accompanying unaudited pro forma condensed consolidated financial statements do not include any pro forma adjustments relating to the reduction of interest expense and interest on shares subject to mandatory redemption. However, based on the weighted average interest rates at December 31, 2004 applied to PRIMEDIA's outstanding long-term debt and shares subject to mandatory redemption at year-end, the annual reductions in interest expense and interest on shares subject to mandatory redemption would aggregate to approximately $31,000.
Note 3. Unaudited Pro Forma Earnings Per Share Data
Basic and diluted pro forma earnings per share were calculated using the weighted average shares outstanding of PRIMEDIA for each of the three years in the period ended December 31, 2004. As the pro forma condensed statements of consolidated operations for each of the three years in the period ended December 31, 2004, show a net loss from continuing operations applicable to common shareholders, weighted average basic and diluted shares are the same.
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PRIMEDIA INC. AND SUBSIDIARIES Unaudited Pro Forma Condensed Consolidated Balance Sheet (dollars in thousands)PRIMEDIA INC. AND SUBSIDIARIES Unaudited Pro Forma Condensed Statement of Consolidated Operations (dollars in thousands, except per share amounts)PRIMEDIA INC. AND SUBSIDIARIES Unaudited Pro Forma Condensed Statement of Consolidated Operations (dollars in thousands, except per share amounts)PRIMEDIA INC. AND SUBSIDIARIES Unaudited Pro Forma Condensed Statement of Consolidated Operations (dollars in thousands, except per share amounts)NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS