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 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 BALANCE SHEET AS OF MARCH 31, 2014 ( in thousands ) Parent Guarantors Non Guarantors Eliminations Condensed Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 415 $ 2,615 $ — $ 3,030 Trade receivables, net — 31,226 1,912 — 33,138 Inventories — 9,650 603 — 10,253 Prepaid expenses and other current assets — 19,737 493 (5,487 ) 14,743 Assets of discontinued operations — 72,774 — — 72,774 Total current assets — 133,802 5,623 (5,487 ) 133,938 PROPERTY AND EQUIPMENT, NET: Leasehold improvements — 3,798 — — 3,798 Furniture, fixtures and equipment — 39,457 822 — 40,279 Less – accumulated depreciation — (22,461 ) (667 ) — (23,128 ) Total property and equipment, net — 20,794 155 — 20,949 OTHER ASSETS: Deferred debt costs, net 8,125 — — — 8,125 Deferred rack costs, net — 4,605 — — 4,605 Investments in affiliates 546,696 2,248 — (546,085 ) 2,859 Other long-term assets — 3,841 — — 3,841 Due from affiliates — 176,552 — (176,552 ) — Total other assets 554,821 187,246 — (722,637 ) 19,430 GOODWILL AND OTHER IDENTIFIED INTANGIBLE ASSETS: Goodwill — 158,378 4,510 — 162,888 Other identified intangibles, net — 229,435 6,000 — 235,435 Total goodwill and other identified intangible assets — 387,813 10,510 — 398,323 TOTAL ASSETS $ 554,821 $ 729,655 $ 16,288 $ (728,124 ) $ 572,640 LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY CURRENT LIABILITIES: Accounts payable $ — $ 18,877 $ 526 $ — $ 19,403 Accrued expenses and other liabilities — 23,904 5,863 (3,239 ) 26,528 Accrued interest 15,897 — — — 15,897 Deferred revenues — 28,455 1,564 — 30,019 Liabilities of discontinued operations — 21,065 — — 21,065 Total current liabilities 15,897 92,301 7,953 (3,239 ) 112,912 NON-CURRENT LIABILITIES: Senior secured notes 469,477 — — — 469,477 Revolving credit facility 29,000 — — — 29,000 Other non-current liabilities — 7,172 — — 7,172 Deferred income taxes — 85,255 45 (2,248 ) 83,052 Due to affiliates 172,420 — 4,132 (176,552 ) — Total liabilities 686,794 184,728 12,130 (182,039 ) 701,613 COMMITMENTS AND CONTINGENCIES Redeemable noncontrolling interests — — 3,000 — 3,000 STOCKHOLDERS' (DEFICIT) EQUITY: Total stockholders' (deficit) equity (131,973 ) 544,927 1,158 (546,085 ) (131,973 ) TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY $ 554,821 $ 729,655 $ 16,288 $ (728,124 ) $ 572,640 SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) FOR THE FISCAL YEAR ENDED MARCH 31, 2015 ( in thousands ) Parent Guarantors Non Guarantors Eliminations Condensed Consolidated OPERATING REVENUES: Circulation $ — $ 161,464 $ 4,735 $ — $ 166,199 Advertising — 61,566 5,692 — 67,258 Other — 4,598 7,125 — 11,723 Total operating revenues — 227,628 17,552 — 245,180 OPERATING EXPENSES: Editorial — 25,258 1,546 — 26,804 Production — 59,329 6,759 — 66,088 Distribution, circulation and other cost of sales — 36,961 2,049 — 39,010 Selling, general and administrative — 82,325 4,311 — 86,636 Depreciation and amortization — 13,785 180 — 13,965 Impairment of goodwill and intangible assets — 18,458 — — 18,458 Total operating expenses — 236,116 14,845 — 250,961 OPERATING INCOME — (8,488 ) 2,707 — (5,781 ) OTHER EXPENSES: Interest expense (50,772 ) (34 ) (41 ) — (50,847 ) Amortization of deferred debt costs (4,011 ) — — — (4,011 ) Other expenses, net — 3,710 (2 ) — 3,708 Total other expense, net (54,783 ) 3,676 (43 ) — (51,150 ) (LOSS) INCOME BEFORE PROVISION (BENEFIT) FOR INCOME TAXES, AND EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES (54,783 ) (4,812 ) 2,664 — (56,931 ) PROVISION FOR INCOME TAXES — (15,712 ) 23 — (15,689 ) EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES 27,656 185 — (27,841 ) — NET LOSS FROM CONTINUING OPERATIONS (27,127 ) 11,085 2,641 (27,841 ) (41,242 ) INCOME FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES — 15,334 — — 15,334 NET (LOSS) INCOME (27,127 ) 26,419 2,641 (27,841 ) (25,908 ) LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS — — (1,219 ) — (1,219 ) NET (LOSS) INCOME ATTRIBUTABLE TO AMERICAN MEDIA, INC AND SUBSIDIARIES $ (27,127 ) $ 26,419 $ 1,422 $ (27,841 ) $ (27,127 ) Parent Guarantors Non Guarantors Eliminations Condensed Consolidated NET (LOSS) INCOME $ (27,127 ) $ 26,419 $ 2,641 $ (27,841 ) $ (25,908 ) Foreign currency translation adjustment — — (161 ) — (161 ) Comprehensive (loss) income (27,127 ) 26,419 2,480 (27,841 ) (26,069 ) Less: comprehensive income attributable to noncontrolling interests — — (1,219 ) — (1,219 ) COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES $ (27,127 ) $ 26,419 $ 1,261 $ (27,841 ) $ (27,288 ) SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) FOR THE FISCAL YEAR ENDED MARCH 31, 2014 ( in thousands ) Parent Guarantors Non Guarantors Eliminations Condensed Consolidated OPERATING REVENUES: Circulation $ — $ 182,575 $ 5,038 $ — $ 187,613 Advertising — 66,884 6,069 — 72,953 Other — 20,489 6,291 — 26,780 Total operating revenues — 269,948 17,398 — 287,346 OPERATING EXPENSES: Editorial — 29,414 1,456 — 30,870 Production — 69,872 5,792 — 75,664 Distribution, circulation and other cost of sales — 43,181 2,842 — 46,023 Selling, general and administrative — 75,077 3,254 — 78,331 Depreciation and amortization — 13,355 80 — 13,435 Impairment of goodwill and intangible assets — 9,238 — — 9,238 Total operating expenses — 240,137 13,424 — 253,561 OPERATING INCOME — 29,811 3,974 — 33,785 OTHER EXPENSES: Interest expense (58,372 ) 17 — — (58,355 ) Amortization of deferred debt costs (1,664 ) — — — (1,664 ) Other expenses, net — (79 ) — — (79 ) Total other expense, net (60,036 ) (62 ) — — (60,098 ) (LOSS) INCOME BEFORE PROVISION (BENEFIT) FOR INCOME TAXES, AND EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES (60,036 ) 29,749 3,974 — (26,313 ) PROVISION FOR INCOME TAXES 25,296 4,879 484 — 30,659 EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES 31,013 1,387 — (32,400 ) — NET LOSS FROM CONTINUING OPERATIONS (54,319 ) 26,257 3,490 (32,400 ) (56,972 ) INCOME FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES — 3,701 — — 3,701 NET (LOSS) INCOME (54,319 ) 29,958 3,490 (32,400 ) (53,271 ) LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS — — (1,048 ) — (1,048 ) NET (LOSS) INCOME ATTRIBUTABLE TO AMERICAN MEDIA, INC AND SUBSIDIARIES $ (54,319 ) $ 29,958 $ 2,442 $ (32,400 ) $ (54,319 ) Parent Guarantors Non Guarantors Eliminations Condensed Consolidated NET (LOSS) INCOME $ (54,319 ) $ 29,958 $ 3,490 $ (32,400 ) $ (53,271 ) Foreign currency translation adjustment — — 108 — 108 Comprehensive (loss) income (54,319 ) 29,958 3,598 (32,400 ) (53,163 ) Less: comprehensive income attributable to noncontrolling interests — — (1,048 ) — (1,048 ) COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES $ (54,319 ) $ 29,958 $ 2,550 $ (32,400 ) $ (54,211 ) SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) FOR THE FISCAL YEAR ENDED MARCH 31, 2013 ( in thousands ) Parent Guarantors Non Guarantors Eliminations Condensed Consolidated OPERATING REVENUES: Circulation $ — $ 197,999 $ 4,959 $ — $ 202,958 Advertising — 58,534 6,678 — 65,212 Other — 23,608 4,856 — 28,464 Total operating revenues — 280,141 16,493 — 296,634 OPERATING EXPENSES: Editorial — 32,018 1,602 — 33,620 Production — 77,007 4,999 — 82,006 Distribution, circulation and other cost of sales — 51,442 2,514 — 53,956 Selling, general and administrative — 63,955 3,899 — 67,854 Depreciation and amortization — 9,476 97 — 9,573 Impairment of goodwill and intangible assets — 50,598 — — 50,598 Total operating expenses — 284,496 13,111 — 297,607 OPERATING (LOSS) INCOME — (4,355 ) 3,382 — (973 ) OTHER EXPENSES: Interest expense (59,744 ) (35 ) — — (59,779 ) Amortization of deferred debt costs (1,433 ) — — — (1,433 ) Other expenses, net — (251 ) (1 ) — (252 ) Total other expense, net (61,177 ) (286 ) (1 ) — (61,464 ) (LOSS) INCOME BEFORE (BENEFIT) PROVISION FOR INCOME TAXES, AND (LOSSES) EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES (61,177 ) (4,641 ) 3,381 — (62,437 ) (BENEFIT) PROVISION FOR INCOME TAXES (22,909 ) 16,074 399 — (6,436 ) (LOSSES) EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES (17,971 ) 1,592 — 16,379 — NET LOSS FROM CONTINUING OPERATIONS (56,239 ) (19,123 ) 2,982 16,379 (56,001 ) INCOME FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES — 456 — — 456 NET (LOSS) INCOME (56,239 ) (18,667 ) 2,982 16,379 (55,545 ) LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS — — (694 ) — (694 ) NET (LOSS) INCOME ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES $ (56,239 ) $ (18,667 ) $ 2,288 $ 16,379 $ (56,239 ) Parent Guarantors Non Guarantors Eliminations Condensed Consolidated NET (LOSS) INCOME $ (56,239 ) $ (18,667 ) $ 2,982 $ 16,379 $ (55,545 ) Foreign currency translation adjustment — — (124 ) — (124 ) Comprehensive (loss) income (56,239 ) (18,667 ) 2,858 16,379 (55,669 ) Less: comprehensive income attributable to noncontrolling interests — — (694 ) — (694 ) COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES $ (56,239 ) $ (18,667 ) $ 2,164 $ 16,379 $ (56,363 ) SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE FISCAL YEAR ENDED MARCH 31, 2015 (in thousands) Parent Guarantors Non Guarantors Eliminations Condensed Consolidated Cash Flows from Operating Activities: Net cash provided by (used in) operating activities $ (104,995 ) $ 116,650 $ 1,050 $ — $ 12,705 Cash Flows from Investing Activities: Purchases of property and equipment — (7,176 ) — — (7,176 ) Purchase of intangible assets — (2,738 ) — — (2,738 ) Proceeds from sale of publications 63,000 — — — 63,000 Distributions from affiliates — 2,570 — — 2,570 Due from affiliates — (107,916 ) — 107,916 — Other — 9 — — 9 Net cash provided by (used in) investing activities 63,000 (115,251 ) — 107,916 55,665 Cash Flows from Financing Activities: Proceeds from revolving credit facility 62,800 — — — 62,800 Repayment to revolving credit facility (77,100 ) — — — (77,100 ) Proceeds from issuance of senior secured notes 12,500 — — — 12,500 Senior secured notes repurchases (56,100 ) — — — (56,100 ) Capital contribution 573 — — — 573 Costs incurred in restructuring (4,315 ) — — — (4,315 ) Redemption premium payment (2,206 ) — — — (2,206 ) Payment of debt costs (2,073 ) — — — (2,073 ) Payments to noncontrolling interest holder of Olympia — — (1,253 ) — (1,253 ) Due to affiliates 107,916 — — (107,916 ) — Net cash provided by (used in) financing activities 41,995 — (1,253 ) (107,916 ) (67,174 ) Effect of exchange rate changes on cash — (774 ) — — (774 ) Net increase (decrease) in cash and cash equivalents — 625 (203 ) — 422 Cash and cash equivalents, beginning of period — 415 2,615 — 3,030 Cash and cash equivalents, end of period $ — $ 1,040 $ 2,412 $ — $ 3,452 SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE FISCAL YEAR ENDED MARCH 31, 2014 (in thousands) Parent Guarantors Non Guarantors Eliminations Condensed Consolidated Cash Flows from Operating Activities: Net cash (used in) provided by operating activities $ (52,163 ) $ 59,730 $ 4,087 $ (1,860 ) $ 9,794 Cash Flows from Investing Activities: Purchases of property and equipment — (10,514 ) — — (10,514 ) Purchase of intangible assets — (5,615 ) — — (5,615 ) Investments in affiliates — (2,536 ) — — (2,536 ) Due from affiliates — (41,650 ) — 41,650 — Other — 145 (300 ) — (155 ) Net cash used in investing activities — (60,170 ) (300 ) 41,650 (18,820 ) Cash Flows from Financing Activities: Proceeds from revolving credit facility 95,600 — — — 95,600 Repayment to revolving credit facility (78,600 ) — — — (78,600 ) Senior secured notes repurchases (2,325 ) — — — (2,325 ) Redemption premium payment (201 ) — — — (201 ) Payments to noncontrolling interest holder of Olympia — — (1,004 ) — (1,004 ) Payments for redemption of Odyssey preferred stock (3,961 ) — — — (3,961 ) Due to affiliates 41,650 — — (41,650 ) — Dividends paid to parent — — (1,860 ) 1,860 — Net cash provided by (used in) financing activities 52,163 — (2,864 ) (39,790 ) 9,509 Effect of exchange rate changes on cash — 189 — — 189 Net (decrease) increase in cash and cash equivalents — (251 ) 923 — 672 Cash and cash equivalents, beginning of period — 666 1,692 — 2,358 Cash and cash equivalents, end of period $ — $ 415 $ 2,615 $ — $ 3,030 SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE FISCAL YEAR ENDED MARCH 31, 2013 (in thousands) Parent Guarantors Non Guarantors Eliminations Condensed Consolidated Cash Flows from Operating Activities: Net cash (used in) provided by operating activities $ (50,329 ) $ 64,779 $ 955 $ (310 ) $ 15,095 Cash Flows from Investing Activities: Purchases of property and equipment — (9,566 ) — — (9,566 ) Purchase of intangible assets — (2,564 ) — — (2,564 ) Investments in affiliates — (350 ) — — (350 ) Due from affiliates — (54,651 ) — 54,651 — Other — 100 (300 ) — (200 ) Net cash used in investing activities — (67,031 ) (300 ) 54,651 (12,680 ) Cash Flows from Financing Activities: Proceeds from revolving credit facility 66,500 — — — 66,500 Repayments to revolving credit facility (61,500 ) — — — (61,500 ) Payments to noncontrolling interest holders of Odyssey (6,130 ) — — — (6,130 ) Payments to noncontrolling interest holder of Olympia — — (694 ) — (694 ) Payments for redemption of Odyssey preferred stock (3,192 ) — — — (3,192 ) Due to affiliates 54,651 — — (54,651 ) — Dividends paid to parent — — (310 ) 310 — Net cash provided by (used in) financing activities 50,329 — (1,004 ) (54,341 ) (5,016 ) Effect of exchange rate changes on cash — (267 ) — — (267 ) Net decrease in cash and cash equivalents — (2,519 ) (349 ) — (2,868 ) Cash and cash equivalents, beginning of period — 3,185 2,041 — 5,226 Cash and cash equivalents, end of period $ — $ 666 $ 1,692 $ — $ 2,358 |