| Supplement Condensed Consolidating Financial Information |
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 DECEMBER 31, 2015 (in thousands) | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantors | | Non Guarantors | | Eliminations | | Condensed Consolidated | ASSETS | CURRENT ASSETS: | | | | | | | | | | Cash and cash equivalents | $ | — |
| | $ | 97 |
| | $ | 825 |
| | $ | — |
| | $ | 922 |
| Trade receivables, net | — |
| | 19,186 |
| | 391 |
| | — |
| | 19,577 |
| Inventories | — |
| | 813 |
| | 21 |
| | — |
| | 834 |
| Prepaid expenses and other current assets | — |
| | 16,872 |
| | 415 |
| | (5,487 | ) | | 11,800 |
| Total current assets | — |
| | 36,968 |
| | 1,652 |
| | (5,487 | ) | | 33,133 |
| PROPERTY AND EQUIPMENT, NET: | | | | | | | | | | Leasehold improvements | — |
| | 3,748 |
| | — |
| | — |
| | 3,748 |
| Furniture, fixtures and equipment | — |
| | 41,080 |
| | 40 |
| | — |
| | 41,120 |
| Less – accumulated depreciation | — |
| | (33,946 | ) | | (25 | ) | | — |
| | (33,971 | ) | Total property and equipment, net | — |
| | 10,882 |
| | 15 |
| | — |
| | 10,897 |
| OTHER ASSETS: | | | | | | | | | | Deferred debt costs, net | 4,560 |
| | — |
| | — |
| | — |
| | 4,560 |
| Deferred rack costs, net | — |
| | 3,888 |
| | — |
| | — |
| | 3,888 |
| Investments in affiliates | 545,140 |
| | (497 | ) | | — |
| | (543,224 | ) | | 1,419 |
| Other long-term assets | 57,794 |
| | 2,830 |
| | — |
| | (57,794 | ) | | 2,830 |
| Due from affiliates | — |
| | 299,714 |
| | — |
| | (299,714 | ) | | — |
| Total other assets | 607,494 |
| | 305,935 |
| | — |
| | (900,732 | ) | | 12,697 |
| GOODWILL AND OTHER IDENTIFIED INTANGIBLE ASSETS: | | | | | | | Goodwill | — |
| | 149,488 |
| | 4,510 |
| | — |
| | 153,998 |
| Other identified intangibles, net | — |
| | 206,804 |
| | 6,000 |
| | — |
| | 212,804 |
| Total goodwill and other identified intangible assets | — |
| | 356,292 |
| | 10,510 |
| | — |
| | 366,802 |
| TOTAL ASSETS | $ | 607,494 |
| | $ | 710,077 |
| | $ | 12,177 |
| | $ | (906,219 | ) | | $ | 423,529 |
| | | | | | | | | | | LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | Accounts payable | | | | | | | | | | Accounts payable | $ | — |
| | $ | 9,762 |
| | $ | 25 |
| | $ | — |
| | $ | 9,787 |
| Accrued expenses and other liabilities | — |
| | 24,062 |
| | 5,319 |
| | — |
| | 29,381 |
| Accrued interest | 2,831 |
| | — |
| | — |
| | — |
| | 2,831 |
| Deferred revenues | — |
| | 25,506 |
| | 112 |
| | — |
| | 25,618 |
| Total current liabilities | 2,831 |
| | 59,330 |
| | 5,456 |
| | — |
| | 67,617 |
| NON-CURRENT LIABILITIES: | | | | | | | | | | Senior secured notes | 308,306 |
| | — |
| | — |
| | — |
| | 308,306 |
| Revolving credit facility | 18,200 |
| | — |
| | — |
| | — |
| | 18,200 |
| Other non-current liabilities | — |
| | 8,239 |
| | — |
| | — |
| | 8,239 |
| Deferred income taxes | — |
| | 99,105 |
| | (240 | ) | | (63,281 | ) | | 35,584 |
| Due to affiliates | 295,574 |
| | — |
| | 4,140 |
| | (299,714 | ) | | — |
| Total liabilities | 624,911 |
| | 166,674 |
| | 9,356 |
| | (362,995 | ) | | 437,946 |
| COMMITMENTS AND CONTINGENCIES | | | | | | | Redeemable noncontrolling interests | — |
| | — |
| | 3,000 |
| | — |
| | 3,000 |
| STOCKHOLDERS' (DEFICIT) EQUITY: | | | | | | | | | | Total stockholders' (deficit) equity | (17,417 | ) | | 543,403 |
| | (179 | ) | | (543,224 | ) | | (17,417 | ) | TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | $ | 607,494 |
| | $ | 710,077 |
| | $ | 12,177 |
| | $ | (906,219 | ) | | $ | 423,529 |
|
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 DECEMBER 31, 2015 (in thousands) | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantors | | Non Guarantors | | Eliminations | | Condensed Consolidated | OPERATING REVENUES: | | | | | | | | | | Circulation | $ | — |
| | $ | 38,082 |
| | $ | 109 |
| | $ | — |
| | $ | 38,191 |
| Advertising | — |
| | 15,693 |
| | — |
| | — |
| | 15,693 |
| Other | — |
| | 904 |
| | 356 |
| | — |
| | 1,260 |
| Total operating revenues | — |
| | 54,679 |
| | 465 |
| | — |
| | 55,144 |
| OPERATING EXPENSES: | | | | | | | | | | Editorial | — |
| | 5,276 |
| | 204 |
| | — |
| | 5,480 |
| Production | — |
| | 12,132 |
| | 343 |
| | — |
| | 12,475 |
| Distribution, circulation and other cost of sales | — |
| | 8,866 |
| | 42 |
| | — |
| | 8,908 |
| Selling, general and administrative | — |
| | 15,969 |
| | (70 | ) | | — |
| | 15,899 |
| Depreciation and amortization | — |
| | 6,510 |
| | 3 |
| | — |
| | 6,513 |
| Total operating expenses | — |
| | 48,753 |
| | 522 |
| | — |
| | 49,275 |
| OPERATING INCOME | — |
| | 5,926 |
| | (57 | ) | | — |
| | 5,869 |
| OTHER EXPENSES: | | | | | | | | | | Interest expense | (9,169 | ) | | (438 | ) | | (1 | ) | | — |
| | (9,608 | ) | Amortization of deferred debt costs | (887 | ) | | — |
| | — |
| | — |
| | (887 | ) | Other expenses, net | — |
| | — |
| | — |
| | — |
| | — |
| Total other expense, net | (10,056 | ) | | (438 | ) | | (1 | ) | | — |
| | (10,495 | ) | (LOSS) INCOME BEFORE PROVISION (BENEFIT) FOR INCOME TAXES, AND EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES | (10,056 | ) | | 5,488 |
| | (58 | ) | | — |
| | (4,626 | ) | PROVISION FOR INCOME TAXES | 6,054 |
| | (8,510 | ) | | 118 |
| | — |
| | (2,338 | ) | EQUITY (LOSSES) IN EARNINGS OF CONSOLIDATED SUBSIDIARIES | 13,795 |
| | (187 | ) | | — |
| | (13,608 | ) | | — |
| NET INCOME (LOSS) FROM CONTINUING OPERATIONS | (2,315 | ) | | 13,811 |
| | (176 | ) | | (13,608 | ) | | (2,288 | ) | INCOME FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES | — |
| | — |
| | — |
| | — |
| | — |
| NET INCOME (LOSS) | (2,315 | ) | | 13,811 |
| | (176 | ) | | (13,608 | ) | | (2,288 | ) | LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | — |
| | — |
| | (27 | ) | | — |
| | (27 | ) | NET INCOME (LOSS) ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES | $ | (2,315 | ) | | $ | 13,811 |
| | $ | (203 | ) | | $ | (13,608 | ) | | $ | (2,315 | ) | | Parent | | Guarantors | | Non Guarantors | | Eliminations | | Condensed Consolidated | NET INCOME (LOSS) | $ | (2,315 | ) | | $ | 13,811 |
| | $ | (176 | ) | | $ | (13,608 | ) | | $ | (2,288 | ) | Foreign currency translation adjustment | — |
| | — |
| | (37 | ) | | — |
| | (37 | ) | Comprehensive income (loss) | $ | (2,315 | ) | | $ | 13,811 |
| | $ | (213 | ) | | $ | (13,608 | ) | | $ | (2,325 | ) | Less: comprehensive loss attributable to noncontrolling interests | — |
| | — |
| | (27 | ) | | — |
| | (27 | ) | COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES | $ | (2,315 | ) | | $ | 13,811 |
| | $ | (240 | ) | | $ | (13,608 | ) | | $ | (2,352 | ) |
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) FOR THE NINE MONTHS ENDED DECEMBER 31, 2015 (in thousands) | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantors | | Non Guarantors | | Eliminations | | Condensed Consolidated | OPERATING REVENUES: | | | | | | | | | | Circulation | $ | — |
| | $ | 112,183 |
| | $ | 255 |
| | $ | — |
| | $ | 112,438 |
| Advertising | — |
| | 49,578 |
| | — |
| | — |
| | 49,578 |
| Other | — |
| | 3,981 |
| | 7,187 |
| | — |
| | 11,168 |
| Total operating revenues | — |
| | 165,742 |
| | 7,442 |
| | — |
| | 173,184 |
| OPERATING EXPENSES: | | | | | | | | | | Editorial | — |
| | 18,050 |
| | 595 |
| | — |
| | 18,645 |
| Production | — |
| | 38,279 |
| | 3,977 |
| | — |
| | 42,256 |
| Distribution, circulation and other cost of sales | — |
| | 26,451 |
| | 131 |
| | — |
| | 26,582 |
| Selling, general and administrative | — |
| | 45,413 |
| | 540 |
| | — |
| | 45,953 |
| Depreciation and amortization | — |
| | 19,848 |
| | 10 |
| | — |
| | 19,858 |
| Total operating expenses | — |
| | 148,041 |
| | 5,253 |
| | — |
| | 153,294 |
| OPERATING INCOME | — |
| | 17,701 |
| | 2,189 |
| | — |
| | 19,890 |
| OTHER EXPENSES: | | | | | | | | | | Interest expense | (27,938 | ) | | (1,321 | ) | | (49 | ) | | — |
| | (29,308 | ) | Amortization of deferred debt costs | (2,603 | ) | | — |
| | — |
| | — |
| | (2,603 | ) | Other expenses, net | — |
| | 1 |
| | (40 | ) | | — |
| | (39 | ) | Total other expense, net | (30,541 | ) | | (1,320 | ) | | (89 | ) | | — |
| | (31,950 | ) | (LOSS) INCOME BEFORE PROVISION (BENEFIT) FOR INCOME TAXES, AND EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES | (30,541 | ) | | 16,381 |
| | 2,100 |
| | — |
| | (12,060 | ) | PROVISION FOR INCOME TAXES | (33,687 | ) | | 744 |
| | 301 |
| | — |
| | (32,642 | ) | EQUITY (LOSSES) IN EARNINGS OF CONSOLIDATED SUBSIDIARIES | 16,423 |
| | (1,298 | ) | | — |
| | (15,125 | ) | | — |
| NET INCOME (LOSS) FROM CONTINUING OPERATIONS | 19,569 |
| | 14,339 |
| | 1,799 |
| | (15,125 | ) | | 20,582 |
| INCOME FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES | — |
| | — |
| | — |
| | — |
| | — |
| NET INCOME (LOSS) | 19,569 |
| | 14,339 |
| | 1,799 |
| | (15,125 | ) | | 20,582 |
| LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | — |
| | — |
| | (1,013 | ) | | — |
| | (1,013 | ) | NET INCOME (LOSS) ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES | $ | 19,569 |
| | $ | 14,339 |
| | $ | 786 |
| | $ | (15,125 | ) | | $ | 19,569 |
| | Parent | | Guarantors | | Non Guarantors | | Eliminations | | Condensed Consolidated | NET INCOME (LOSS) | $ | 19,569 |
| | $ | 14,339 |
| | $ | 1,799 |
| | $ | (15,125 | ) | | $ | 20,582 |
| Foreign currency translation adjustment | — |
| | — |
| | (38 | ) | | — |
| | (38 | ) | Comprehensive income (loss) | 19,569 |
| | 14,339 |
| | 1,761 |
| | (15,125 | ) | | 20,544 |
| Less: comprehensive loss attributable to noncontrolling interests | — |
| | — |
| | (1,013 | ) | | — |
| | (1,013 | ) | COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES | $ | 19,569 |
| | $ | 14,339 |
| | $ | 748 |
| | $ | (15,125 | ) | | $ | 19,531 |
|
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) FOR THE THREE MONTHS ENDED DECEMBER 31, 2014 (in thousands) | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantors | | Non Guarantors | | Eliminations | | Condensed Consolidated | OPERATING REVENUES: | | | | | | | | | | Circulation | $ | — |
| | $ | 43,099 |
| | $ | 883 |
| | $ | — |
| | $ | 43,982 |
| Advertising | — |
| | 14,341 |
| | 1,370 |
| | — |
| | 15,711 |
| Other | — |
| | 327 |
| | 125 |
| | — |
| | 452 |
| Total operating revenues | — |
| | 57,767 |
| | 2,378 |
| | — |
| | 60,145 |
| OPERATING EXPENSES: | | | | | | | | | | Editorial | — |
| | 5,885 |
| | 308 |
| | — |
| | 6,193 |
| Production | — |
| | 14,128 |
| | 656 |
| | — |
| | 14,784 |
| Distribution, circulation and other cost of sales | — |
| | 9,138 |
| | 439 |
| | — |
| | 9,577 |
| Selling, general and administrative | — |
| | 18,641 |
| | 576 |
| | — |
| | 19,217 |
| Depreciation and amortization | — |
| | 3,924 |
| | 23 |
| | — |
| | 3,947 |
| Total operating expenses | — |
| | 51,716 |
| | 2,002 |
| | — |
| | 53,718 |
| OPERATING INCOME | — |
| | 6,051 |
| | 376 |
| | — |
| | 6,427 |
| OTHER EXPENSES: | | | | | | | | | | Interest expense | (11,463 | ) | | (3 | ) | | (2 | ) | | — |
| | (11,468 | ) | Amortization of deferred debt costs | (487 | ) | | — |
| | — |
| | — |
| | (487 | ) | Other income | — |
| | 3,479 |
| | — |
| | — |
| | 3,479 |
| Total other income (expenses), net | (11,950 | ) | | 3,476 |
| | (2 | ) | | — |
| | (8,476 | ) | (LOSS) INCOME BEFORE PROVISION (BENEFIT) FOR INCOME TAXES, AND EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES | (11,950 | ) | | 9,527 |
| | 374 |
| | — |
| | (2,049 | ) | PROVISION FOR INCOME TAXES | — |
| | (12,491 | ) | | 86 |
| | — |
| | (12,405 | ) | EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES | 21,910 |
| | 250 |
| | — |
| | (22,160 | ) | | — |
| NET LOSS FROM CONTINUING OPERATIONS | 9,960 |
| | 22,268 |
| | 288 |
| | (22,160 | ) | | 10,356 |
| LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES | — |
| | (403 | ) | | — |
| | — |
| | (403 | ) | NET (LOSS) INCOME | 9,960 |
| | 21,865 |
| | 288 |
| | (22,160 | ) | | 9,953 |
| LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | — |
| | — |
| | 7 |
| | — |
| | 7 |
| NET (LOSS) INCOME ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES | $ | 9,960 |
| | $ | 21,865 |
| | $ | 295 |
| | $ | (22,160 | ) | | $ | 9,960 |
| | Parent | | Guarantors | | Non Guarantors | | Eliminations | | Condensed Consolidated | NET (LOSS) INCOME | $ | 9,960 |
| | $ | 21,865 |
| | $ | 288 |
| | $ | (22,160 | ) | | $ | 9,953 |
| Foreign currency translation adjustment | — |
| | — |
| | (63 | ) | | — |
| | (63 | ) | Comprehensive (loss) income | $ | 9,960 |
| | $ | 21,865 |
| | $ | 225 |
| | $ | (22,160 | ) | | $ | 9,890 |
| Less: comprehensive income attributable to noncontrolling interests | — |
| | — |
| | 7 |
| | — |
| | 7 |
| COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES | $ | 9,960 |
| | $ | 21,865 |
| | $ | 232 |
| | $ | (22,160 | ) | | $ | 9,897 |
|
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) FOR THE NINE MONTHS ENDED DECEMBER 31, 2014 (in thousands) | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantors | | Non Guarantors | | Eliminations | | Condensed Consolidated | OPERATING REVENUES: | | | | | | | | | | Circulation | $ | — |
| | $ | 123,385 |
| | $ | 3,618 |
| | $ | — |
| | $ | 127,003 |
| Advertising | — |
| | 42,928 |
| | 4,283 |
| | — |
| | 47,211 |
| Other | — |
| | 3,637 |
| | 7,104 |
| | — |
| | 10,741 |
| Total operating revenues | — |
| | 169,950 |
| | 15,005 |
| | — |
| | 184,955 |
| OPERATING EXPENSES: | | | | | | | | | | Editorial | — |
| | 19,937 |
| | 1,240 |
| | — |
| | 21,177 |
| Production | — |
| | 45,323 |
| | 6,006 |
| | — |
| | 51,329 |
| Distribution, circulation and other cost of sales | — |
| | 28,060 |
| | 1,707 |
| | — |
| | 29,767 |
| Selling, general and administrative | — |
| | 62,063 |
| | 2,150 |
| | — |
| | 64,213 |
| Depreciation and amortization | — |
| | 9,918 |
| | 67 |
| | — |
| | 9,985 |
| Impairment of goodwill and intangible assets | — |
| | 18,458 |
| | — |
| | — |
| | 18,458 |
| Total operating expenses | — |
| | 183,759 |
| | 11,170 |
| | — |
| | 194,929 |
| OPERATING INCOME | — |
| | (13,809 | ) | | 3,835 |
| | — |
| | (9,974 | ) | OTHER EXPENSES: | | | | | | | | | | Interest expense | (39,203 | ) | | (31 | ) | | (33 | ) | | — |
| | (39,267 | ) | Amortization of deferred debt costs | (2,544 | ) | | — |
| | — |
| | — |
| | (2,544 | ) | Other income | — |
| | 3,778 |
| | — |
| | — |
| | 3,778 |
| Total other income (expenses), net | (41,747 | ) | | 3,747 |
| | (33 | ) | | — |
| | (38,033 | ) | (LOSS) INCOME BEFORE PROVISION (BENEFIT) FOR INCOME TAXES, AND EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES | (41,747 | ) | | (10,062 | ) | | 3,802 |
| | — |
| | (48,007 | ) | PROVISION FOR INCOME TAXES | — |
| | (17,858 | ) | | 306 |
| | — |
| | (17,552 | ) | EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES | 9,677 |
| | 985 |
| | — |
| | (10,662 | ) | | — |
| NET LOSS FROM CONTINUING OPERATIONS | (32,070 | ) | | 8,781 |
| | 3,496 |
| | (10,662 | ) | | (30,455 | ) | INCOME FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES | — |
| | (407 | ) | | — |
| | — |
| | (407 | ) | NET (LOSS) INCOME | (32,070 | ) | | 8,374 |
| | 3,496 |
| | (10,662 | ) | | (30,862 | ) | LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | — |
| | — |
| | (1,208 | ) | | — |
| | (1,208 | ) | NET (LOSS) INCOME ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES | $ | (32,070 | ) | | $ | 8,374 |
| | $ | 2,288 |
| | $ | (10,662 | ) | | $ | (32,070 | ) | | Parent | | Guarantors | | Non Guarantors | | Eliminations | | Condensed Consolidated | NET (LOSS) INCOME | $ | (32,070 | ) | | $ | 8,374 |
| | $ | 3,496 |
| | $ | (10,662 | ) | | $ | (30,862 | ) | Foreign currency translation adjustment | — |
| | — |
| | (111 | ) | | — |
| | (111 | ) | Comprehensive (loss) income | (32,070 | ) | | 8,374 |
| | 3,385 |
| | (10,662 | ) | | (30,973 | ) | Less: comprehensive income attributable to noncontrolling interests | — |
| | — |
| | (1,208 | ) | | — |
| | (1,208 | ) | COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES | $ | (32,070 | ) | | $ | 8,374 |
| | $ | 2,177 |
| | $ | (10,662 | ) | | $ | (32,181 | ) |
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED DECEMBER 31, 2015 (in thousands) | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantors | | Non Guarantors | | Eliminations | | Condensed Consolidated | Cash Flows from Operating Activities: | | | | | | | | | | Net cash provided by (used in) operating activities | $ | (34,484 | ) | | $ | 34,119 |
| | $ | (437 | ) | | $ | — |
| | $ | (802 | ) | Cash Flows from Investing Activities: | Purchases of property and equipment | — |
| | (500 | ) | | — |
| | — |
| | (500 | ) | Purchase of intangible assets | — |
| | (1,334 | ) | | — |
| | — |
| | (1,334 | ) | Proceeds from sale of assets | — |
| | 24 |
| | — |
| | — |
| | 24 |
| Due from affiliates | — |
| | (33,145 | ) | | — |
| | 33,145 |
| | — |
| Other | — |
| | — |
| | — |
| | — |
| | — |
| Net cash provided by (used in) investing activities | — |
| | (34,955 | ) | | — |
| | 33,145 |
| | (1,810 | ) | Cash Flows from Financing Activities: | Proceeds from revolving credit facility | 54,400 |
| | — |
| | — |
| | — |
| | 54,400 |
| Repayment to revolving credit facility | (50,900 | ) | | — |
| | — |
| | — |
| | (50,900 | ) | 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 | — |
| | — |
| | (1,150 | ) | | — |
| | (1,150 | ) | Due to affiliates | 33,145 |
| | — |
| | — |
| | (33,145 | ) | | — |
| Net cash provided by (used in) financing activities | 34,484 |
| | — |
| | (1,150 | ) | | (33,145 | ) | | 189 |
| Effect of exchange rate changes on cash | — |
| | (107 | ) | | — |
| | — |
| | (107 | ) | Net increase (decrease) in cash and cash equivalents | — |
| | (943 | ) | | (1,587 | ) | | — |
| | (2,530 | ) | Cash and cash equivalents, beginning of period | — |
| | 1,040 |
| | 2,412 |
| | — |
| | 3,452 |
| Cash and cash equivalents, end of period | $ | — |
| | $ | 97 |
| | $ | 825 |
| | $ | — |
| | $ | 922 |
|
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED DECEMBER 31, 2014 (in thousands) | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantors | | Non Guarantors | | Eliminations | | Condensed Consolidated | Cash Flows from Operating Activities: | | | | | | | | | | Net cash provided by (used in) operating activities | $ | (40,216 | ) | | $ | 42,358 |
| | $ | 1,573 |
| | $ | — |
| | $ | 3,715 |
| Cash Flows from Investing Activities: | | | | | | | | | | Purchases of property and equipment | — |
| | (6,659 | ) | | — |
| | — |
| | (6,659 | ) | Purchase of intangible assets | — |
| | (2,520 | ) | | — |
| | — |
| | (2,520 | ) | Proceeds from sale of assets | — |
| | 3,009 |
| | — |
| | — |
| | 3,009 |
| Distributions from affiliates | — |
| | 2,570 |
| | — |
| | — |
| | 2,570 |
| Due from affiliates | — |
| | (38,833 | ) | | — |
| | 38,833 |
| | — |
| Other | — |
| | — |
| | — |
| | — |
| | — |
| Net cash provided by (used in) investing activities | — |
| | (42,433 | ) | | — |
| | 38,833 |
| | (3,600 | ) | Cash Flows from Financing Activities: |
|
| |
|
| |
|
| |
|
| |
|
| Proceeds from revolving credit facility | 57,800 |
| | — |
| | — |
| | — |
| | 57,800 |
| Repayment to revolving credit facility | (59,200 | ) | | — |
| | — |
| | — |
| | (59,200 | ) | Proceeds from issuance of senior secured notes | 12,500 |
| | — |
| | — |
| | — |
| | 12,500 |
| Senior secured notes repurchases | (5,975 | ) | | — |
| | — |
| | — |
| | (5,975 | ) | Capital contribution | 573 |
| | — |
| | — |
| | — |
| | 573 |
| Costs incurred in restructuring | (4,315 | ) | | — |
| | — |
| | — |
| | (4,315 | ) | Payments to noncontrolling interest holder of Olympia | — |
| | — |
| | (1,202 | ) | | — |
| | (1,202 | ) | Due to affiliates | 38,833 |
| | — |
| | — |
| | (38,833 | ) | | — |
| Net cash provided by (used in) financing activities | 40,216 |
| | — |
| | (1,202 | ) | | (38,833 | ) | | 181 |
| Effect of exchange rate changes on cash | — |
| | (248 | ) | | — |
| | — |
| | (248 | ) | Net increase (decrease) in cash and cash equivalents | — |
| | (323 | ) | | 371 |
| | — |
| | 48 |
| Cash and cash equivalents, beginning of period | — |
| | 415 |
| | 2,615 |
| | — |
| | 3,030 |
| Cash and cash equivalents, end of period | $ | — |
| | $ | 92 |
| | $ | 2,986 |
| | $ | — |
| | $ | 3,078 |
|
|