Nature of the Business

Description of the Business

American Media, Inc. and its subsidiaries (collectively, the "Company", "AMI", "we", "our" or "us") owns and operates the leading celebrity and health and fitness media brands in the United States. AMI was incorporated under the laws of the State of Delaware in 1990 and is headquartered in Boca Raton, Florida. The Company is a wholly-owned subsidiary of AMI Parent Holdings, LLC, a Delaware limited liability company (the "Parent"), which is controlled by certain investors of the Company (collectively, the "Investors") pursuant to the merger consummated in August 2014 (the "Merger"). As a result of the Merger, the Parent acquired 100% of the issued and outstanding shares of common stock of the Company.

In January 2015, we sold our Shape, Fit Pregnancy and Natural Health publications, which comprised our Women's Active Lifestyle segment, for approximately $60 million in cash plus an earnout of up to $60 million. See Note 10, "Dispositions" for further information. After giving effect to the divestiture of our Women's Active Lifestyle segment, the Company operates and reports financial and operating information in the following two segments: Celebrity Brands and Men's Active Lifestyle. The Company also provides general corporate services to its segments which is reported as a third, non-operating segment, Corporate and Other. See Note 12, "Business Segment Information" for further information regarding the Company's reporting segments.

As of June 30, 2015, we own and operate a diversified portfolio of 10 publications; National Enquirer, Star, Globe, National Examiner, OK! and Soap Opera Digest are published weekly; Men's Fitness, Muscle & Fitness and Flex; are published 10 times per year and Muscle & Fitness Hers is published bi-monthly. Total circulation of these print publications were approximately 3.2 million copies per issue during three months ended June 30, 2015.

Our fiscal year ends on March 31, 2016 and may be referred to herein as fiscal 2016.

Liquidity

The Company is highly leveraged. As of June 30, 2015, the Company had approximately $332.6 million of outstanding indebtedness, consisting of $307.8 million of senior secured notes and $24.8 million under the revolving credit facility.

Over the next year, the cash interest payments due under the Company's debt agreements are approximately $36.8 million and there are no scheduled principal payments due. As of June 30, 2015, the Company has $6.2 million of cash and $5.8 million available for borrowing pursuant to the revolving credit facility. The Company's revolving credit facility matures in December 2016.

Several of our wholesalers, including our former second-largest wholesaler, Source Interlink Companies ("Source"), ceased operations during fiscal 2015. Since then, we have transitioned the newsstand circulation to the two remaining major wholesalers. This transition had an adverse impact on single copy newsstand sales and liquidity during fiscal 2015 and into the first quarter of fiscal 2016.

The Company's substantial indebtedness could adversely affect the business, financial condition and results of operations. Specifically, the Company's level of indebtedness could have important consequences for the business and operations, including the following:


•	requiring the Company to dedicate a substantial portion of its cash flow from operations for payments on indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures and general corporate requirements or to carry out other aspects of the business;


•	placing the Company at a potential disadvantage compared to its competitors that have less debt;


•	increasing the Company's vulnerability to general adverse economic and industry conditions;


•	limiting the Company's ability to make material acquisitions or take advantage of business opportunities that may arise;


•	limiting the Company's flexibility in planning for, or reacting to, changes in the business industry;


•	limiting the Company's ability to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements or to carry out other aspects of the business; and


•	exposing the Company to fluctuations in interest rates as the revolving credit facility has a variable rate of interest.

The Company plans to refinance all or a portion of its indebtedness on or before maturity. The Company cannot assure that it will be able to refinance any of its indebtedness on commercially reasonable terms or at all.

Although the Company is significantly leveraged, it expects that the current cash balances, liquidity provided in connection with the revolving credit facility and cash generated from operations, should be sufficient to meet working capital, capital expenditures, debt service, and other cash needs for the next year.