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 JUNE 30, 2015 ( in thousands ) Parent Guarantors Non Guarantors Eliminations Condensed Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 2,791 $ 3,401 $ — $ 6,192 Trade receivables, net — 28,009 743 — 28,752 Inventories — 220 134 — 354 Prepaid expenses and other current assets — 21,987 679 (5,487 ) 17,179 Total current assets — 53,007 4,957 (5,487 ) 52,477 PROPERTY AND EQUIPMENT, NET: Leasehold improvements — 3,801 — — 3,801 Furniture, fixtures and equipment — 42,701 790 — 43,491 Less – accumulated depreciation — (31,299 ) (769 ) — (32,068 ) Total property and equipment, net — 15,203 21 — 15,224 OTHER ASSETS: Deferred debt costs, net 5,772 — — — 5,772 Deferred rack costs, net — 4,377 — — 4,377 Investments in affiliates 621,272 (330 ) — (620,136 ) 806 Other long-term assets — 3,160 — — 3,160 Due from affiliates — 308,648 — (308,648 ) — Total other assets 627,044 315,855 — (928,784 ) 14,115 GOODWILL AND OTHER IDENTIFIED INTANGIBLE ASSETS: Goodwill — 149,488 4,510 — 153,998 Other identified intangibles, net — 214,345 6,000 — 220,345 Total goodwill and other identified intangible assets — 363,833 10,510 — 374,343 TOTAL ASSETS $ 627,044 $ 747,898 $ 15,488 $ (934,271 ) $ 456,159 LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY Accounts payable Accounts payable $ — $ 16,009 $ 401 $ — $ 16,410 Accrued expenses and other liabilities — 32,236 4,138 (3,434 ) 32,940 Accrued interest 2,799 — — — 2,799 Deferred revenues — 24,194 3,243 — 27,437 Total current liabilities 2,799 72,439 7,782 (3,434 ) 79,586 NON-CURRENT LIABILITIES: Senior secured notes 307,808 — — — 307,808 Revolving credit facility 24,800 — — — 24,800 Other non-current liabilities — 8,830 — — 8,830 Deferred income taxes — 47,041 26 (2,053 ) 45,014 Due to affiliates 304,516 — 4,132 (308,648 ) — Total liabilities 639,923 128,310 11,940 (314,135 ) 466,038 COMMITMENTS AND CONTINGENCIES Redeemable noncontrolling interests — — 3,000 — 3,000 STOCKHOLDERS' (DEFICIT) EQUITY: Total stockholders' (deficit) equity (12,879 ) 619,588 548 (620,136 ) (12,879 ) TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY $ 627,044 $ 747,898 $ 15,488 $ (934,271 ) $ 456,159 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 JUNE 30, 2015 ( in thousands ) Parent Guarantors Non Guarantors Eliminations Condensed Consolidated OPERATING REVENUES: Circulation $ — $ 36,140 $ 22 $ — $ 36,162 Advertising — 17,862 — — 17,862 Other — 2,059 25 — 2,084 Total operating revenues — 56,061 47 — 56,108 OPERATING EXPENSES: Editorial — 5,798 122 — 5,920 Production — 13,922 41 — 13,963 Distribution, circulation and other cost of sales — 8,979 57 — 9,036 Selling, general and administrative — 15,181 236 — 15,417 Depreciation and amortization — 6,724 3 — 6,727 Total operating expenses — 50,604 459 — 51,063 OPERATING INCOME — 5,457 (412 ) — 5,045 OTHER EXPENSES: Interest expense (9,400 ) (3 ) — — (9,403 ) Amortization of deferred debt costs (850 ) — — — (850 ) Total other expense, net (10,250 ) (3 ) — — (10,253 ) (LOSS) INCOME BEFORE PROVISION (BENEFIT) FOR INCOME TAXES, AND EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES (10,250 ) 5,454 (412 ) — (5,208 ) PROVISION FOR INCOME TAXES — (29,424 ) 152 — (29,272 ) EQUITY (LOSSES) IN EARNINGS OF CONSOLIDATED SUBSIDIARIES 34,320 (558 ) — (33,762 ) — NET INCOME (LOSS) FROM CONTINUING OPERATIONS 24,070 34,320 (564 ) (33,762 ) 24,064 INCOME FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES — — — — — NET INCOME (LOSS) 24,070 34,320 (564 ) (33,762 ) 24,064 LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS — — 6 — 6 NET INCOME (LOSS) ATTRIBUTABLE TO AMERICAN MEDIA, INC AND SUBSIDIARIES $ 24,070 $ 34,320 $ (558 ) $ (33,762 ) $ 24,070 Parent Guarantors Non Guarantors Eliminations Condensed Consolidated NET INCOME (LOSS) $ 24,070 $ 34,320 $ (564 ) $ (33,762 ) $ 24,064 Foreign currency translation adjustment — — (1 ) — (1 ) Comprehensive income (loss) 24,070 34,320 (565 ) (33,762 ) 24,063 Less: comprehensive loss attributable to noncontrolling interests — — 6 — 6 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES $ 24,070 $ 34,320 $ (559 ) $ (33,762 ) $ 24,069 SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) FOR THE THREE MONTHS ENDED JUNE 30, 2014 ( in thousands ) Parent Guarantors Non Guarantors Eliminations Condensed Consolidated OPERATING REVENUES: Circulation $ — $ 42,650 $ 1,474 $ — $ 44,124 Advertising — 15,845 1,506 — 17,351 Other — 1,473 390 — 1,863 Total operating revenues — 59,968 3,370 — 63,338 OPERATING EXPENSES: Editorial — 6,915 601 — 7,516 Production — 15,504 845 — 16,349 Distribution, circulation and other cost of sales — 9,102 719 — 9,821 Selling, general and administrative — 21,586 789 — 22,375 Depreciation and amortization — 3,097 24 — 3,121 Total operating expenses — 56,204 2,978 — 59,182 OPERATING INCOME — 3,764 392 — 4,156 OTHER EXPENSES: Interest expense (13,956 ) (17 ) (14 ) — (13,987 ) Amortization of deferred debt costs (434 ) — — — (434 ) Other income — 314 — — 314 Total other income (expenses), net (14,390 ) 297 (14 ) — (14,107 ) (LOSS) INCOME BEFORE PROVISION (BENEFIT) FOR INCOME TAXES, AND EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES (14,390 ) 4,061 378 — (9,951 ) PROVISION FOR INCOME TAXES — 610 122 — 732 EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES 2,422 361 — (2,783 ) — NET LOSS FROM CONTINUING OPERATIONS (11,968 ) 3,812 256 (2,783 ) (10,683 ) INCOME FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES — (1,355 ) — — (1,355 ) NET (LOSS) INCOME (11,968 ) 2,457 256 (2,783 ) (12,038 ) LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS — — 70 — 70 NET (LOSS) INCOME ATTRIBUTABLE TO AMERICAN MEDIA, INC AND SUBSIDIARIES $ (11,968 ) $ 2,457 $ 326 $ (2,783 ) $ (11,968 ) Parent Guarantors Non Guarantors Eliminations Condensed Consolidated NET (LOSS) INCOME $ (11,968 ) $ 2,457 $ 256 $ (2,783 ) $ (12,038 ) Foreign currency translation adjustment — — 18 — 18 Comprehensive (loss) income (11,968 ) 2,457 274 (2,783 ) (12,020 ) Less: comprehensive income attributable to noncontrolling interests — — 70 — 70 COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES $ (11,968 ) $ 2,457 $ 344 $ (2,783 ) $ (11,950 ) SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED JUNE 30, 2015 (in thousands) Parent Guarantors Non Guarantors Eliminations Condensed Consolidated Cash Flows from Operating Activities: Net cash provided by (used in) operating activities $ (16,384 ) $ 10,504 $ 1,039 $ — $ (4,841 ) Cash Flows from Investing Activities: Purchases of property and equipment — (147 ) — — (147 ) Purchase of intangible assets — (420 ) — — (420 ) Due from affiliates — (8,402 ) — 8,402 — Other — 2 — — 2 Net cash provided by (used in) investing activities — (8,967 ) — 8,402 (565 ) Cash Flows from Financing Activities: Proceeds from revolving credit facility 30,900 — — — 30,900 Repayment to revolving credit facility (20,800 ) — — — (20,800 ) Senior secured notes repurchases (2,000 ) — — — (2,000 ) Redemption premium payment (118 ) — — — (118 ) Payments to noncontrolling interest holder of Olympia — — (50 ) — (50 ) Due to affiliates 8,402 — — (8,402 ) — Net cash provided by (used in) financing activities 16,384 — (50 ) (8,402 ) 7,932 Effect of exchange rate changes on cash — 214 — — 214 Net increase in cash and cash equivalents — 1,751 989 — 2,740 Cash and cash equivalents, beginning of period — 1,040 2,412 — 3,452 Cash and cash equivalents, end of period $ — $ 2,791 $ 3,401 $ — $ 6,192 SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED JUNE 30, 2014 (in thousands) Parent Guarantors Non Guarantors Eliminations Condensed Consolidated Cash Flows from Operating Activities: Net cash provided by (used in) operating activities $ (21,525 ) $ 28,603 $ 1,863 $ — $ 8,941 Cash Flows from Investing Activities: Purchases of property and equipment — (2,541 ) — — (2,541 ) Purchase of intangible assets — (1,077 ) — — (1,077 ) Due from affiliates — (14,925 ) — 14,925 — Other — 5 — — 5 Net cash provided by (used in) investing activities — (18,538 ) — 14,925 (3,613 ) Cash Flows from Financing Activities: Proceeds from revolving credit facility 28,300 — — — 28,300 Repayment to revolving credit facility (21,700 ) — — — (21,700 ) Due to affiliates 14,925 — — (14,925 ) — Net cash provided by (used in) financing activities 21,525 — — (14,925 ) 6,600 Effect of exchange rate changes on cash — 102 — — 102 Net increase (decrease) in cash and cash equivalents — 10,167 1,863 — 12,030 Cash and cash equivalents, beginning of period — 415 2,615 — 3,030 Cash and cash equivalents, end of period $ — $ 10,582 $ 4,478 $ — $ 15,060 |