To: TimF who wrote (147143 ) 5/14/2002 4:04:04 PM From: TimF Respond to of 1584457 Auditor Doubts Ziff Davis's Future, Citing Big Losses and Loan Default DOW JONES NEWSWIRES Ziff Davis Media Inc.'s independent auditor, PricewaterhouseCoopers, raised substantial doubt Wednesday about the company's ability to continue as a going concern, citing its significant loss from operations and a default on its senior-credit facility. Earlier Wednesday, bondholders representing about 60% of the technology publisher's 12% senior subordinated notes due 2010 agreed to a financial restructuring. But the company is still working to cure a default on its bank facility before its forbearance agreement expires June 28. According to its transitional report for April 1 to Dec. 31, 2001, filed late Tuesday with the Securities and Exchange Commission, Ziff Davis said it doesn't believe that its cash on hand along with "existing sources of cash" are enough to fund its cash needs over the next 12 months under its current capital structure. Under the restructuring plan announced Wednesday, the company's majority owner, Willis Stein & Partners, and other existing stockholders would make an equity cash infusion of $80 million. Ziff Davis, New York, said in the SEC filing that its ability to continue as a going concern depends on generating enough cash flow to meet obligations on a timely basis; complying with the terms of its senior-credit facility, as amended, and its senior-notes indenture; getting additional financing; and re-establishing profitable operations. Completing the proposed restructuring is subject to 95% of senior-note holders tendering their notes in the exchange offer and the company's senior-bank lenders agreeing to changing the facility, among other things. Ziff Davis Media said that if it isn't successful in getting a restructuring, it is likely that it will be forced to seek bankruptcy protection. If it restructures its finances, the company still will have significant debt levels, Ziff Davis said in the filing. In its report to the SEC, Ziff Davis Media said it incurred a loss of $415.7 million for the nine months ended Dec. 31, 2001, and a loss of $73.4 million for the fiscal year ended March 31, 2001. The company said it had total debt of about $429.2 million and total stockholders' deficit of $39.7 million at Dec. 31, 2001. Updated May 1, 2002 3:15 p.m. EDTonline.wsj.com