Supplemental Condensed Consolidating Financial Information

The following tables present condensed consolidating financial statements of (a) the parent company, American Media, Inc., as issuer of the Senior Secured Notes; (b) on a combined basis, the subsidiary guarantors of the Senior Secured Notes; and (c) on a combined basis, the subsidiaries that are not guarantors of the Senior Secured Notes. Separate financial statements of the subsidiary guarantors are not presented because the parent company owns all outstanding voting stock of each of the subsidiary guarantors and the guarantee by each subsidiary guarantor is full and unconditional and joint and several. As a result and in accordance with Rule 3-10(f) of Regulation S-X under the Securities Exchange Act of 1934, as amended, the Company includes the following tables in these notes to the condensed consolidated financial statements:

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AS OF SEPTEMBER 30, 2015

(in thousands)



	Parent			Guarantors			Non Guarantors			Eliminations			Condensed Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	—		$	2,033		$	1,290		$	—		$	3,323
Trade receivables, net	—			20,460			675			—			21,135
Inventories	—			—			61			—			61
Prepaid expenses and other current assets	—			22,082			1,548			(5,487		)	18,143
Total current assets	—			44,575			3,574			(5,487		)	42,662
PROPERTY AND EQUIPMENT, NET:
Leasehold improvements	—			3,660			—			—			3,660
Furniture, fixtures and equipment	—			42,332			40			—			42,372
Less – accumulated depreciation	—			(33,288		)	(22		)	—			(33,310		)
Total property and equipment, net	—			12,704			18			—			12,722
OTHER ASSETS:
Deferred debt costs, net	5,194			—			—			—			5,194
Deferred rack costs, net	—			4,797			—			—			4,797
Investments in affiliates	610,545			(634		)	—			(608,855		)	1,056
Other long-term assets	—			3,074			—			—			3,074
Due from affiliates	—			303,005			—			(303,005		)	—
Total other assets	615,739			310,242			—			(911,860		)	14,121
GOODWILL AND OTHER IDENTIFIED INTANGIBLE ASSETS:
Goodwill	—			149,488			4,510			—			153,998
Other identified intangibles, net	—			210,605			6,000			—			216,605
Total goodwill and other identified intangible assets	—			360,093			10,510			—			370,603
TOTAL ASSETS	$	615,739		$	727,614		$	14,102		$	(917,347	)	$	440,108

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Accounts payable
Accounts payable	$	—		$	9,287		$	161		$	—		$	9,448
Accrued expenses and other liabilities	—			35,505			4,405			(5,790		)	34,120
Accrued interest	10,078			—			—			—			10,078
Deferred revenues	—			23,303			285			—			23,588
Total current liabilities	10,078			68,095			4,851			(5,790		)	77,234
NON-CURRENT LIABILITIES:
Senior secured notes	308,053			—			—			—			308,053
Revolving credit facility	13,800			—			—			—			13,800
Other non-current liabilities	—			8,677			—			—			8,677
Deferred income taxes	—			43,080			26			303			43,409
Due to affiliates	298,873			—			4,132			(303,005		)	—
Total liabilities	630,804			119,852			9,009			(308,492		)	451,173
COMMITMENTS AND CONTINGENCIES
Redeemable noncontrolling interests	—			—			4,000			—			4,000
STOCKHOLDERS' (DEFICIT) EQUITY:
Total stockholders' (deficit) equity	(15,065		)	607,762			1,093			(608,855		)	(15,065		)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY	$	615,739		$	727,614		$	14,102		$	(917,347	)	$	440,108

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AS OF MARCH 31, 2015

(in thousands)



	Parent			Guarantors			Non Guarantors			Eliminations			Condensed Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	—		$	1,040		$	2,412		$	—		$	3,452
Trade receivables, net	—			38,058			1,354			—			39,412
Inventories	—			739			134			—			873
Prepaid expenses and other current assets	—			16,207			636			(5,487		)	11,356
Total current assets	—			56,044			4,536			(5,487		)	55,093
PROPERTY AND EQUIPMENT, NET:
Leasehold improvements	—			3,801			—			—			3,801
Furniture, fixtures and equipment	—			43,189			790			—			43,979
Less – accumulated depreciation	—			(29,465		)	(765		)	—			(30,230		)
Total property and equipment, net	—			17,525			25			—			17,550
OTHER ASSETS:
Deferred debt costs, net	6,383			—			—			—			6,383
Deferred rack costs, net	—			4,824			—			—			4,824
Investments in affiliates	587,126			224			—			(586,547		)	803
Other long-term assets	—			3,193			—			—			3,193
Due from affiliates	—			300,246			—			(300,246		)	—
Total other assets	593,509			308,487			—			(886,793		)	15,203
GOODWILL AND OTHER IDENTIFIED INTANGIBLE ASSETS:
Goodwill	—			149,488			4,510			—			153,998
Other identified intangibles, net	—			218,181			6,000			—			224,181
Total goodwill and other identified intangible assets	—			367,669			10,510			—			378,179
TOTAL ASSETS	$	593,509		$	749,725		$	15,071		$	(892,280	)	$	466,025
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
CURRENT LIABILITIES:
Accounts payable	$	—		$	15,434		$	347		$	—		$	15,781
Accrued expenses and other liabilities	—			104,580			5,393			(65,958		)	44,015
Accrued interest	10,075			—			—			—			10,075
Deferred revenues	—			25,718			1,016			—			26,734
Total current liabilities	10,075			145,732			6,756			(65,958		)	96,605
NON-CURRENT LIABILITIES:
Senior secured notes	309,569			—			—			—			309,569
Revolving credit facility	14,700			—			—			—			14,700
Other non-current liabilities	—			8,352			—			—			8,352
Deferred income taxes	—			10,250			26			60,471			70,747
Due to affiliates	296,113			—			4,133			(300,246		)	—
Total liabilities	630,457			164,334			10,915			(305,733		)	499,973
COMMITMENTS AND CONTINGENCIES
Redeemable noncontrolling interests	—			—			3,000			—			3,000
STOCKHOLDERS' (DEFICIT) EQUITY:
Total stockholders' (deficit) equity	(36,948		)	585,391			1,156			(586,547		)	(36,948		)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY	$	593,509		$	749,725		$	15,071		$	(892,280	)	$	466,025

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)

AND COMPREHENSIVE INCOME (LOSS)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2015

(in thousands)



	Parent			Guarantors			Non Guarantors			Eliminations		Condensed Consolidated
OPERATING REVENUES:
Circulation	$	—		$	37,961		$	124		$	—	$	38,085
Advertising	—			16,023			—			—		16,023
Other	—			1,018			6,806			—		7,824
Total operating revenues	—			55,002			6,930			—		61,932
OPERATING EXPENSES:
Editorial	—			6,976			269			—		7,245
Production	—			12,225			3,593			—		15,818
Distribution, circulation and other cost of sales	—			8,606			32			—		8,638
Selling, general and administrative	—			14,263			374			—		14,637
Depreciation and amortization	—			6,614			4			—		6,618
Impairment of goodwill and intangible assets	—			—			—			—		—
Total operating expenses	—			48,684			4,272			—		52,956
OPERATING INCOME	—			6,318			2,658			—		8,976
OTHER EXPENSES:
Interest expense	(9,369		)	(880		)	(48		)	—		(10,297		)
Amortization of deferred debt costs	(866		)	—			—			—		(866		)
Other expenses, net	—			1			(40		)	—		(39		)
Total other expense, net	(10,235		)	(879		)	(88		)	—		(11,202		)
(LOSS) INCOME BEFORE PROVISION (BENEFIT) FOR INCOME TAXES, AND EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES	(10,235		)	5,439			2,570			—		(2,226		)
PROVISION FOR INCOME TAXES	(7,576		)	6,513			31			—		(1,032		)
EQUITY (LOSSES) IN EARNINGS OF CONSOLIDATED SUBSIDIARIES	473			(553		)	—			80		—
NET INCOME (LOSS) FROM CONTINUING OPERATIONS	(2,186		)	(1,627		)	2,539			80		(1,194		)
INCOME FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES	—			—			—			—		—
NET INCOME (LOSS)	(2,186		)	(1,627		)	2,539			80		(1,194		)
LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS	—			—			(992		)	—		(992		)
NET INCOME (LOSS) ATTRIBUTABLE TO AMERICAN MEDIA, INC AND SUBSIDIARIES	$	(2,186	)	$	(1,627	)	$	1,547		$	80	$	(2,186	)
	Parent			Guarantors			Non Guarantors			Eliminations		Condensed Consolidated
NET INCOME (LOSS)	$	(2,186	)	$	(1,627	)	$	2,539		$	80	$	(1,194	)
Foreign currency translation adjustment	—			—			—			—		—
Comprehensive income (loss)	$	(2,186	)	$	(1,627	)	$	2,539		$	80	$	(1,194	)
Less: comprehensive loss attributable to noncontrolling interests	—			—			(992		)	—		(992		)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES	$	(2,186	)	$	(1,627	)	$	1,547		$	80	$	(2,186	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)

AND COMPREHENSIVE INCOME (LOSS)

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2015

(in thousands)



	Parent			Guarantors			Non Guarantors			Eliminations			Condensed Consolidated
OPERATING REVENUES:
Circulation	$	—		$	74,101		$	146		$	—		$	74,247
Advertising	—			33,885			—			—			33,885
Other	—			3,077			6,831			—			9,908
Total operating revenues	—			111,063			6,977			—			118,040
OPERATING EXPENSES:
Editorial	—			12,774			391			—			13,165
Production	—			26,147			3,634			—			29,781
Distribution, circulation and other cost of sales	—			17,585			89			—			17,674
Selling, general and administrative	—			29,444			610			—			30,054
Depreciation and amortization	—			13,338			7			—			13,345
Impairment of goodwill and intangible assets	—			—			—			—			—
Total operating expenses	—			99,288			4,731			—			104,019
OPERATING INCOME	—			11,775			2,246			—			14,021
OTHER EXPENSES:
Interest expense	(18,769		)	(883		)	(48		)	—			(19,700		)
Amortization of deferred debt costs	(1,716		)	—			—			—			(1,716		)
Other expenses, net	—			1			(40		)	—			(39		)
Total other expense, net	(20,485		)	(882		)	(88		)	—			(21,455		)
(LOSS) INCOME BEFORE PROVISION (BENEFIT) FOR INCOME TAXES, AND EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES	(20,485		)	10,893			2,158			—			(7,434		)
PROVISION FOR INCOME TAXES	(7,576		)	(22,911		)	183			—			(30,304		)
EQUITY (LOSSES) IN EARNINGS OF CONSOLIDATED SUBSIDIARIES	34,793			(1,111		)	—			(33,682		)	—
NET INCOME (LOSS) FROM CONTINUING OPERATIONS	21,884			32,693			1,975			(33,682		)	22,870
INCOME FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES	—			—			—			—			—
NET INCOME (LOSS)	21,884			32,693			1,975			(33,682		)	22,870
LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS	—			—			(986		)	—			(986		)
NET INCOME (LOSS) ATTRIBUTABLE TO AMERICAN MEDIA, INC AND SUBSIDIARIES	$	21,884		$	32,693		$	989		$	(33,682	)	$	21,884
	Parent			Guarantors			Non Guarantors			Eliminations			Condensed Consolidated
NET INCOME (LOSS)	$	21,884		$	32,693		$	1,975		$	(33,682	)	$	22,870
Foreign currency translation adjustment	—			—			(1		)	—			(1		)
Comprehensive income (loss)	21,884			32,693			1,974			(33,682		)	22,869
Less: comprehensive loss attributable to noncontrolling interests	—			—			(986		)	—			(986		)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES	$	21,884		$	32,693		$	988		$	(33,682	)	$	21,883

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)

AND COMPREHENSIVE INCOME (LOSS)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014

(in thousands)



	Parent			Guarantors			Non Guarantors			Eliminations		Condensed Consolidated
OPERATING REVENUES:
Circulation	$	—		$	37,636		$	1,261		$	—	$	38,897
Advertising	—			12,742			1,407			—		14,149
Other	—			1,837			6,589			—		8,426
Total operating revenues	—			52,215			9,257			—		61,472
OPERATING EXPENSES:
Editorial	—			7,137			331			—		7,468
Production	—			15,691			4,505			—		20,196
Distribution, circulation and other cost of sales	—			9,820			549			—		10,369
Selling, general and administrative	—			21,836			785			—		22,621
Depreciation and amortization	—			2,897			20			—		2,917
Impairment of goodwill and intangible assets	—			18,458			—			—		18,458
Total operating expenses	—			75,839			6,190			—		82,029
OPERATING INCOME	—			(23,624		)	3,067			—		(20,557		)
OTHER EXPENSES:
Interest expense	(13,784		)	(11		)	(17		)	—		(13,812		)
Amortization of deferred debt costs	(1,623		)	—			—			—		(1,623		)
Other income	1			(16		)	—			—		(15		)
Total other income (expenses), net	(15,406		)	(27		)	(17		)	—		(15,450		)
(LOSS) INCOME BEFORE PROVISION (BENEFIT) FOR INCOME TAXES, AND EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES	(15,406		)	(23,651		)	3,050			—		(36,007		)
PROVISION FOR INCOME TAXES	—			(5,977		)	98			—		(5,879		)
EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES	(13,975		)	374			—			13,601		—
NET LOSS FROM CONTINUING OPERATIONS	(29,381		)	(17,300		)	2,952			13,601		(30,128		)
INCOME FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES	—			1,351			—			—		1,351
NET (LOSS) INCOME	(29,381		)	(15,949		)	2,952			13,601		(28,777		)
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	—			—			(1,285		)	—		(1,285		)
NET (LOSS) INCOME ATTRIBUTABLE TO AMERICAN MEDIA, INC AND SUBSIDIARIES	$	(29,381	)	$	(15,949	)	$	1,667		$	13,601	$	(30,062	)
	Parent			Guarantors			Non Guarantors			Eliminations		Condensed Consolidated
NET (LOSS) INCOME	$	(29,381	)	$	(15,949	)	$	2,952		$	13,601	$	(28,777	)
Foreign currency translation adjustment	—			—			(66		)	—		(66		)
Comprehensive (loss) income	$	(29,381	)	$	(15,949	)	$	2,886		$	13,601	$	(28,843	)
Less: comprehensive income attributable to noncontrolling interests	—			—			(1,285		)	—		(1,285		)
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES	$	(29,381	)	$	(15,949	)	$	1,601		$	13,601	$	(30,128	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)

AND COMPREHENSIVE INCOME (LOSS)

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2014

(in thousands)



	Parent			Guarantors			Non Guarantors			Eliminations		Condensed Consolidated
OPERATING REVENUES:
Circulation	$	—		$	80,286		$	2,735		$	—	$	83,021
Advertising	—			28,587			2,913			—		31,500
Other	—			3,310			6,979			—		10,289
Total operating revenues	—			112,183			12,627			—		124,810
OPERATING EXPENSES:
Editorial	—			14,052			932			—		14,984
Production	—			31,195			5,350			—		36,545
Distribution, circulation and other cost of sales	—			18,922			1,268			—		20,190
Selling, general and administrative	—			43,422			1,574			—		44,996
Depreciation and amortization	—			5,994			44			—		6,038
Impairment of goodwill and intangible assets	—			18,458			—			—		18,458
Total operating expenses	—			132,043			9,168			—		141,211
OPERATING INCOME	—			(19,860		)	3,459			—		(16,401		)
OTHER EXPENSES:
Interest expense	(27,740		)	(28		)	(31		)	—		(27,799		)
Amortization of deferred debt costs	(2,057		)	—			—			—		(2,057		)
Other income	1			298			—			—		299
Total other income (expenses), net	(29,796		)	270			(31		)	—		(29,557		)
(LOSS) INCOME BEFORE PROVISION (BENEFIT) FOR INCOME TAXES, AND EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES	(29,796		)	(19,590		)	3,428			—		(45,958		)
PROVISION FOR INCOME TAXES	—			(5,367		)	220			—		(5,147		)
EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES	(11,553		)	735			—			10,818		—
NET LOSS FROM CONTINUING OPERATIONS	(41,349		)	(13,488		)	3,208			10,818		(40,811		)
INCOME FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES	—			(4		)	—			—		(4		)
NET (LOSS) INCOME	(41,349		)	(13,492		)	3,208			10,818		(40,815		)
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	—			—			(1,215		)	—		(1,215		)
NET (LOSS) INCOME ATTRIBUTABLE TO AMERICAN MEDIA, INC AND SUBSIDIARIES	$	(41,349	)	$	(13,492	)	$	1,993		$	10,818	$	(42,030	)
	Parent			Guarantors			Non Guarantors			Eliminations		Condensed Consolidated
NET (LOSS) INCOME	$	(41,349	)	$	(13,492	)	$	3,208		$	10,818	$	(40,815	)
Foreign currency translation adjustment	—			—			(48		)	—		(48		)
Comprehensive (loss) income	(41,349		)	(13,492		)	3,160			10,818		(40,863		)
Less: comprehensive income attributable to noncontrolling interests	—			—			(1,215		)	—		(1,215		)
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES	$	(41,349	)	$	(13,492	)	$	1,945		$	10,818	$	(42,078	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2015

(in thousands)



	Parent			Guarantors			Non Guarantors			Eliminations			Condensed Consolidated
Cash Flows from Operating Activities:
Net cash provided by (used in) operating activities	$	(7,274	)	$	12,260		$	(1,072	)	$	—		$	3,914
Cash Flows from Investing Activities:
Purchases of property and equipment	—			(90		)	—			—			(90		)
Purchase of intangible assets	—			(861		)	—			—			(861		)
Due from affiliates	—			(10,335		)	—			10,335			—
Other	—			18			—			—			18
Net cash provided by (used in) investing activities	—			(11,268		)	—			10,335			(933		)
Cash Flows from Financing Activities:
Proceeds from revolving credit facility	33,400			—			—			—			33,400
Repayment to revolving credit facility	(34,300		)	—			—			—			(34,300		)
Senior secured notes repurchases	(2,000		)	—			—			—			(2,000		)
Redemption premium payment	(118		)	—			—			—			(118		)
Payment of debt costs	(43		)	—			—			—			(43		)
Payments to noncontrolling interest holder of Olympia	—			—			(50		)	—			(50		)
Due to affiliates	10,335			—			—			(10,335		)	—
Net cash provided by (used in) financing activities	7,274			—			(50		)	(10,335		)	(3,111		)
Effect of exchange rate changes on cash	—			1			—			—			1
Net increase (decrease) in cash and cash equivalents	—			993			(1,122		)	—			(129		)
Cash and cash equivalents, beginning of period	—			1,040			2,412			—			3,452
Cash and cash equivalents, end of period	$	—		$	2,033		$	1,290		$	—		$	3,323

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2014

(in thousands)



	Parent			Guarantors			Non Guarantors		Eliminations			Condensed Consolidated
Cash Flows from Operating Activities:
Net cash provided by (used in) operating activities	$	(18,764	)	$	40,332		$	2,902	$	—		$	24,470
Cash Flows from Investing Activities:
Purchases of property and equipment	—			(5,114		)	—		—			(5,114		)
Purchase of intangible assets	—			(2,167		)	—		—			(2,167		)
Due from affiliates	—			(31,406		)	—		31,406			—
Other	—			9			—		—			9
Net cash provided by (used in) investing activities	—			(38,678		)	—		31,406			(7,272		)
Cash Flows from Financing Activities:
Proceeds from revolving credit facility	28,300			—			—		—			28,300
Repayment to revolving credit facility	(49,700		)	—			—		—			(49,700		)
Proceeds from issuance of senior secured notes	12,500			—			—		—			12,500
Capital contribution	573			—			—		—			573
Costs incurred in restructuring	(4,315		)	—			—		—			(4,315		)
Due to affiliates	31,406			—			—		(31,406		)	—
Net cash provided by (used in) financing activities	18,764			—			—		(31,406		)	(12,642		)
Effect of exchange rate changes on cash	—			(26		)	—		—			(26		)
Net increase (decrease) in cash and cash equivalents	—			1,628			2,902		—			4,530
Cash and cash equivalents, beginning of period	—			415			2,615		—			3,030
Cash and cash equivalents, end of period	$	—		$	2,043		$	5,517	$	—		$	7,560