Document and Entity Information
Document and Entity Information - USD ($) | 9 Months Ended | |
Dec. 31, 2015 | Jan. 31, 2016 | |
Document Entity Information [Abstract] | ||
Entity Registrant Name | AMERICAN MEDIA INC | |
Entity Central Index Key | 880,555 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year End Date | --03-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 100 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | Yes | |
Entity Current Reporting Status | No | |
Entity Public Float | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents ($301 and $880 related to VIEs, respectively) | $ 922 | $ 3,452 |
Trade receivables, net of allowance for doubtful accounts of $3,081 and $3,281, respectively ($1 related to VIEs) | 19,577 | 39,412 |
Inventories ($0 and $95 related to VIEs, respectively) | 834 | 873 |
Prepaid expenses and other current assets ($197 and $198 related to VIEs, respectively) | 11,800 | 11,356 |
Total current assets | 33,133 | 55,093 |
PROPERTY AND EQUIPMENT, NET: | ||
Leasehold improvements | 3,748 | 3,801 |
Furniture, fixtures and equipment | 41,120 | 43,979 |
Less – accumulated depreciation | (33,971) | (30,230) |
Total property and equipment, net ($15 and $25 related to VIEs, respectively) | 10,897 | 17,550 |
OTHER ASSETS: | ||
Deferred debt costs, net | 4,560 | 6,383 |
Deferred rack costs, net | 3,888 | 4,824 |
Investments in affiliates | 1,419 | 803 |
Other long-term assets | 2,830 | 3,193 |
Total other assets | 12,697 | 15,203 |
GOODWILL AND OTHER IDENTIFIED INTANGIBLE ASSETS: | ||
Goodwill | 153,998 | 153,998 |
Other identified intangibles, net of accumulated amortization of $135,580 and $122,791, respectively ($6,000 related to VIEs) | 212,804 | 224,181 |
Total goodwill and other identified intangible assets, net | 366,802 | 378,179 |
TOTAL ASSETS | 423,529 | 466,025 |
CURRENT LIABILITIES: | ||
Accounts payable ($19 and $43 related to VIEs, respectively) | 9,787 | 15,781 |
Accrued expenses and other liabilities ($0 and $194 related to VIEs, respectively) | 29,381 | 44,015 |
Accrued interest | 2,831 | 10,075 |
Deferred revenues ($0 and $589 related to VIEs, respectively) | 25,618 | 26,734 |
Total current liabilities | 67,617 | 96,605 |
NON-CURRENT LIABILITIES: | ||
Senior secured notes, net | 308,306 | 309,569 |
Revolving credit facility | 18,200 | 14,700 |
Other non-current liabilities | 8,239 | 8,352 |
Deferred income taxes | 35,584 | 70,747 |
Total liabilities | $ 437,946 | $ 499,973 |
COMMITMENTS AND CONTINGENCIES | ||
Redeemable noncontrolling interests | $ 3,000 | $ 3,000 |
STOCKHOLDERS' DEFICIT: | ||
Common stock, $0.0001 par value; 100 shares authorized, issued and outstanding as of December 31, 2015 and March 31, 2015, respectively | 0 | 0 |
Additional paid-in capital | 945,037 | 945,037 |
Accumulated deficit | (962,024) | (981,593) |
Accumulated other comprehensive loss | (430) | (392) |
Total stockholders' deficit | (17,417) | (36,948) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 423,529 | 466,025 |
Revolving Credit Facility | ||
NON-CURRENT LIABILITIES: | ||
Revolving credit facility | 18,200 | $ 14,700 |
Long-term Line of Credit | $ 18,200 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents ($301 and $880 related to VIEs, respectively) | $ 922 | $ 3,452 |
Trade receivables, net of allowance for doubtful accounts of $3,081 and $3,281, respectively ($1 related to VIEs) | 19,577 | 39,412 |
Allowance for Doubtful Accounts Receivable, Current | 3,081 | 3,281 |
Inventories ($0 and $95 related to VIEs, respectively) | 834 | 873 |
Prepaid expenses and other current assets ($197 and $198 related to VIEs, respectively) | 11,800 | 11,356 |
Total property and equipment, net ($15 and $25 related to VIEs, respectively) | 10,897 | 17,550 |
GOODWILL AND OTHER IDENTIFIED INTANGIBLE ASSETS: | ||
Other identified intangibles, net | 212,804 | 224,181 |
Accumulated amortization | 135,580 | 122,791 |
CURRENT LIABILITIES: | ||
Accounts payable ($19 and $43 related to VIEs, respectively) | 9,787 | 15,781 |
Accrued expenses and other liabilities ($0 and $194 related to VIEs, respectively) | 29,381 | 44,015 |
Deferred revenues ($0 and $589 related to VIEs, respectively) | $ 25,618 | $ 26,734 |
STOCKHOLDERS' DEFICIT: | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100 | 100 |
Common stock, shares issued | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
Related to VIEs | ||
CURRENT ASSETS: | ||
Cash and cash equivalents ($301 and $880 related to VIEs, respectively) | $ 301 | $ 880 |
Trade receivables, net of allowance for doubtful accounts of $3,081 and $3,281, respectively ($1 related to VIEs) | 1 | 1 |
Allowance for Doubtful Accounts Receivable, Current | 0 | 0 |
Inventories ($0 and $95 related to VIEs, respectively) | 0 | 95 |
Prepaid expenses and other current assets ($197 and $198 related to VIEs, respectively) | 197 | 198 |
Total property and equipment, net ($15 and $25 related to VIEs, respectively) | 15 | 25 |
GOODWILL AND OTHER IDENTIFIED INTANGIBLE ASSETS: | ||
Other identified intangibles, net | 6,000 | 6,000 |
CURRENT LIABILITIES: | ||
Accounts payable ($19 and $43 related to VIEs, respectively) | 19 | 43 |
Accrued expenses and other liabilities ($0 and $194 related to VIEs, respectively) | 0 | 194 |
Deferred revenues ($0 and $589 related to VIEs, respectively) | $ 0 | $ 589 |
Consolidated Statements of Inco
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
OPERATING REVENUES: | ||||
Circulation | $ 38,191 | $ 43,982 | $ 112,438 | $ 127,003 |
Advertising | 15,693 | 15,711 | 49,578 | 47,211 |
Other | 1,260 | 452 | 11,168 | 10,741 |
Total operating revenues | 55,144 | 60,145 | 173,184 | 184,955 |
OPERATING EXPENSES: | ||||
Editorial | 5,480 | 6,193 | 18,645 | 21,177 |
Production | 12,475 | 14,784 | 42,256 | 51,329 |
Distribution, circulation and other costs | 8,908 | 9,577 | 26,582 | 29,767 |
Selling, general and administrative | 15,899 | 19,217 | 45,953 | 64,213 |
Depreciation and amortization | 6,513 | 3,947 | 19,858 | 9,985 |
Impairment of goodwill and intangible assets | 0 | 0 | 0 | 18,458 |
Total operating expenses | 49,275 | 53,718 | 153,294 | 194,929 |
OPERATING INCOME (LOSS) | 5,869 | 6,427 | 19,890 | (9,974) |
OTHER EXPENSES: | ||||
Interest expense | (9,608) | (11,468) | (29,308) | (39,267) |
Amortization of deferred debt costs | (887) | (487) | (2,603) | (2,544) |
Other income (expense) | 0 | 3,479 | (39) | 3,778 |
Total other expenses, net | (10,495) | (8,476) | (31,950) | (38,033) |
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (4,626) | (2,049) | (12,060) | (48,007) |
INCOME TAX BENEFIT | (2,338) | (12,405) | (32,642) | (17,552) |
NET INCOME (LOSS) FROM CONTINUING OPERATIONS | (2,288) | 10,356 | 20,582 | (30,455) |
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES | 0 | (403) | 0 | (407) |
NET INCOME (LOSS) | (2,288) | 9,953 | 20,582 | (30,862) |
LESS: NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (27) | 7 | (1,013) | (1,208) |
NET INCOME (LOSS) ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES | (2,315) | 9,960 | 19,569 | (32,070) |
COMPREHENSIVE INCOME (LOSS) | ||||
NET INCOME (LOSS) | (2,288) | 9,953 | 20,582 | (30,862) |
Foreign currency translation adjustment | (37) | (63) | (38) | (111) |
Comprehensive income (loss) | (2,325) | 9,890 | 20,544 | (30,973) |
Less: comprehensive (income) loss attributable to noncontrolling interests | (27) | 7 | (1,013) | (1,208) |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES | $ (2,352) | $ 9,897 | $ 19,531 | $ (32,181) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss |
Balances at beginning of period (in shares) at Mar. 31, 2014 | 10,000,000 | ||||
Balances at beginning of period at Mar. 31, 2014 | $ (131,973) | $ 1 | $ 822,723 | $ (954,466) | $ (231) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (32,070) | (32,070) | |||
Foreign currency translation | (111) | ||||
Issuance of common stock (shares) | 1,172,250 | ||||
Issuance of common stock | 205 | $ 0 | 205 | ||
Retirement of common stock (shares) | (11,172,150) | ||||
Retirement of common stock | 0 | $ (1) | 1 | ||
Debt for equity conversion, net of expenses | 121,535 | 121,535 | |||
Capital contribution | 573 | 573 | |||
Balances at end of period (in shares) at Dec. 31, 2014 | 100 | ||||
Balances at end of period at Dec. 31, 2014 | $ (41,841) | $ 0 | 945,037 | (986,536) | (342) |
Balances at beginning of period (in shares) at Mar. 31, 2015 | 100 | 100 | |||
Balances at beginning of period at Mar. 31, 2015 | $ (36,948) | $ 0 | 945,037 | (981,593) | (392) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 19,569 | 19,569 | |||
Foreign currency translation | (38) | ||||
Capital contribution | $ 0 | ||||
Balances at end of period (in shares) at Dec. 31, 2015 | 100 | 100 | |||
Balances at end of period at Dec. 31, 2015 | $ (17,417) | $ 0 | $ 945,037 | $ (962,024) | $ (430) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ 20,582 | $ (30,862) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 19,858 | 10,825 |
Impairment of goodwill and intangible assets | 0 | 18,458 |
Amortization of deferred debt costs | 2,603 | 2,544 |
Amortization of deferred rack costs | 3,852 | 4,249 |
Deferred income tax benefit | (33,445) | (14,617) |
Non-cash payment-in-kind interest accretion | 0 | 4,809 |
Provision for doubtful accounts | 0 | 5,870 |
Gain on sale of assets | (15) | (3,417) |
Other | (554) | 2,434 |
Changes in operating assets and liabilities: | ||
Trade receivables | 19,927 | 4,303 |
Inventories | 39 | 8,819 |
Prepaid expenses and other current assets | (2,134) | (2,249) |
Deferred rack costs | (2,916) | (3,481) |
Other long-term assets | 363 | 153 |
Accounts payable | (5,992) | (6,597) |
Accrued expenses and other liabilities | (14,497) | 9,265 |
Accrued interest | (7,244) | (11,234) |
Other non-current liabilities | (113) | (85) |
Deferred revenues | (1,116) | 4,528 |
Total changes in operating assets and liabilities | (13,683) | 3,422 |
Net cash (used in) provided by operating activities | (802) | 3,715 |
INVESTING ACTIVITIES | ||
Purchases of property and equipment | (500) | (6,659) |
Purchases of intangible assets | (1,334) | (2,520) |
Proceeds from sale of assets | 24 | 3,009 |
Distributions from affiliates | 0 | 2,570 |
Net cash used in investing activities | (1,810) | (3,600) |
FINANCING ACTIVITIES | ||
Proceeds from revolving credit facility | 54,400 | 57,800 |
Repayments to revolving credit facility | (50,900) | (59,200) |
Proceeds from issuance of senior secured notes | 0 | 12,500 |
Senior secured notes repurchases | (2,000) | (5,975) |
Capital contribution | 0 | 573 |
Costs incurred in restructuring | 0 | (4,315) |
Redemption premium payment | (118) | 0 |
Payment of debt costs | (43) | 0 |
Payments to noncontrolling interest holders of Olympia | (1,150) | (1,202) |
Net cash provided by financing activities | 189 | 181 |
Effect of exchange rate changes on cash | (107) | (248) |
Net (decrease) increase in cash and cash equivalents | (2,530) | 48 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 3,452 | 3,030 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 922 | 3,078 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Non-cash property and equipment (incurred but not paid) | 0 | 2 |
Non-cash debt for equity exchange | 0 | 123,960 |
Mr. Olympia, LLC | ||
FINANCING ACTIVITIES | ||
Payments to noncontrolling interest holders of Olympia | $ (1,150) | $ (1,202) |
Nature of the Business
Nature of the Business | 9 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | 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 earn-out 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 December 31, 2015 , we own and operate a diversified portfolio of 10 publications; National Enquirer, Star, Globe, National Examiner, OK! and Soap Opera Dige st are published weekly; Men's Fitness, Muscle & Fitness and Flex are published 10 times per year and Muscle & Fitness Hers is published bi-monthly. 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 December 31, 2015 , the Company had approximately $326.5 million of outstanding indebtedness, consisting of $308.3 million of senior secured notes and $18.2 million under the revolving credit facility. As further described in Note 4, "Revolving Credit Facility," subsequent to December 31, 2015 , the terms of the revolving credit facility were amended and restated to, among other things, extend the maturity date to June 2017 and modify the financial covenants in effect through the date of maturity. Over the next year, the cash interest payments due under the Company's debt agreements are approximately $36.3 million and there are no scheduled principal payments due. As of December 31, 2015 , the Company has $0.9 million of cash and $12.4 million available for borrowing pursuant to the revolving credit facility. Several of our smaller wholesalers and our second-largest wholesaler, Source Interlink Distribution ("Source"), ceased operations during fiscal 2015. Since then we have transitioned the previous wholesalers' newsstand distribution to the two remaining major wholesalers. This transition had an immediate adverse impact on single copy newsstand sales and liquidity during fiscal 2015 and into the first half 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 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. As a result of declining operating results and cash flow from operations. the Company implemented management action plans during fiscal 2016 that reduced expenses and capital expenditures. The management action plans included outsourcing technology and operation functions, digital content renegotiations, print order efficiencies and editorial and advertising sales staff consolidation. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The information included in the foregoing interim condensed consolidated financial statements is unaudited. In the opinion of management, all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results of operations for the interim periods presented, have been reflected herein. These unaudited condensed consolidated financial statements do not include all disclosures associated with annual financial statements and, accordingly, should be read in conjunction with the audited financial statements and footnotes contained in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") with respect to the Company's fiscal year ended March 31, 2015 (the " 2015 Form 10-K "), which may be accessed through the SEC's website at http://www.sec.gov. The results of operations for interim periods presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year or any other subsequent interim period. Principles of Consolidation Our consolidated financial statements reflect our financial statements, those of our wholly-owned domestic and foreign subsidiaries and those of certain variable interest entities where we are the primary beneficiary. For consolidated entities where we own less than 100% of the equity, we record net income (loss) attributable to noncontrolling interests in our consolidated statements of income (loss) equal to the percentage of the interests retained in such entities by the respective noncontrolling parties. All material intercompany balances and transactions are eliminated in consolidation. In determining whether we are the primary beneficiary of an entity and therefore required to consolidate, we apply a qualitative approach that determines whether we have both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity. These considerations impact the way we account for our existing joint ventures. We continually assess whether we are the primary beneficiary of a variable interest entity as changes to existing relationships or future transactions occur. See Note 9, “Investments in Affiliates and Redeemable Noncontrolling Interests.” Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("US GAAP") requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Management's estimates are based on the facts and circumstances available at the time estimates are made, past historical experience, risk of loss, general economic conditions and trends, and management's assessments of the probable future outcome of these matters. As a result, actual results could differ from those estimates. Inventories Inventories are stated at the lower of cost or market. Cost is determined on the first-in, first-out method. The Company writes down inventory for estimated obsolescence and/or excess or damaged inventory. Inventory write-downs during the nine months ended December 31, 2015 and 2014 were insignificant. The Company is party to a long-term paper supply and purchasing agreement pursuant to which a third party manages all aspects of the Company's raw material paper inventory. As a result, the Company does not maintain raw material paper inventory. The finished product inventory, comprised of paper, production and distribution costs of future issues totaled $0.8 million and $0.9 million , respectively, at December 31, 2015 and March 31, 2015 . Concentrations We rely on wholesalers for the retail distribution of our magazines. Several of our smaller wholesalers and our second-largest wholesaler, Source, ceased operations during fiscal 2015. A small number of wholesalers are responsible for a substantial percentage of the wholesale magazine distribution business. As of December 31, 2015 , single copy revenues consisted of copies distributed to retailers primarily by two major wholesalers. During the nine months ended December 31, 2015 and 2014 , The News Group accounted for approximately 20% and 19% , respectively, of our total operating revenues and The Hudson Group accounted for approximately 5% of our total operating revenues. We have multi-year service arrangements with our major wholesalers, which provide incentives to maintain certain levels of service. Recently Adopted Accounting Pronouncements In April 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (Topic 205 and Topic 360) ("ASU 2014-08") which raises the threshold for disposals to qualify as discontinued operations. Under this new guidance, a discontinued operation is (1) a component of an entity or group of components that has been disposed of or is classified as held for sale that represents a strategic shift that has or will have a major effect on an entity's operations and financial results or (2) an acquired business that is classified as held for sale on the acquisition date. This guidance also requires expanded or new disclosures for discontinued operations, individually material disposals that do not meet the definition of a discontinued operation, an entity's continuing involvement with a discontinued operation following disposal, and retained equity method investments in a discontinued operation. ASU 2014-08 was effective for the Company on April 1, 2015. The adoption of ASU 2014-08 did not have an impact on the consolidated financial position, results of operations or cash flows. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"), which simplifies the presentation of deferred tax assets and deferred tax liabilities. The new guidance no longer requires the presentation of current deferred tax assets and deferred tax liabilities on a classified balance sheet, rather requiring all to be presented as non-current. This guidance is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company prospectively adopted this guidance in the third quarter of fiscal 2016. As required by this guidance, all deferred tax assets and liabilities are classified as non-current in our consolidated balance sheet as of December 31, 2015, which is a change from our historical presentation wherein certain of our deferred tax assets and liabilities were classified as current and the remainder were classified as non-current. The March 31, 2015 balance sheet has not been retrospectively adjusted. As this guidance impacts presentation only, the adoption of ASU 2015-17 did not have an impact on the results of operations or cash flows. Recently Issued Accounting Pronouncements In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern (Topic 205) ("ASU 2014-15"), which establishes management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and setting rules for how this information should be disclosed in the financial statements. This guidance is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2016, with early adoption permitted. The Company does not expect the adoption of this guidance to have an impact on the consolidated financial position results of operations or cash flows. In January 2015, the FASB issued ASU No. 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20) ("ASU 2015-01"), which simplifies the income statement presentation by eliminating the concept of extraordinary items. The guidance is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2015, with early adoption permitted. The Company does not expect the adoption of this guidance to have an impact on the consolidated financial position, results of operations or cash flows. In February 2015, the FASB issued ASU 2015-02, Consolidations, Amendments to the Consolidation Analysis (Topic 810) ("ASU 2015-02"), which changes the identification of variable interests, the variable interest characteristic for a limited partnership or similar entity and the primary beneficiary determination all of which are intended to improve the consolidation guidance as well as increase transparency and consistency of financial reporting. The guidance is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2015, with early adoption permitted. The Company does not expect the adoption of this guidance to have an impact on the consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued a proposal for a one-year deferral of the effective date for ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). Under this proposal, the standard would be effective for public entities for annual reporting periods beginning after December 15, 2017 and interim periods therein. ASU 2014-09 supersedes the revenue recognition requirements in ASC 605, Revenue Recognition . ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. As a result of the one-year deferral, ASU 2014-09 will now be effective for the Company on April 1, 2018 using one of two retrospective application methods. The Company has not determined the potential effects on the consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest, Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30) ("ASU 2015-03"), which requires the presentation of debt issuance costs to be reflected as a reduction from the face amount of the related debt, with amortization recorded as interest expense, rather than recording as a deferred asset. The guidance is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2015, and requires retrospective application. The Company does not expect the adoption of this guidance to have a significant impact on the consolidated financial position, results of operations or cash flows, although it will change the financial statement classification of the deferred debt cost. As of December 31, 2015 and March 31, 2015 , the Company had $4.6 million and $6.4 million of net deferred debt costs, respectively, included on the consolidated balance sheets. Under the new guidance, the net deferred debt costs would offset the carrying amount of the respective debt on the consolidated balance sheets. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330) ("ASU 2015-11"), which simplifies the measurement of inventory by requiring certain inventory to be subsequently measured at the lower of cost and net realizable value. The guidance is effective for fiscal years, and interim period within those years, beginning on or after December 15, 2016. The Company does not expect the adoption of this guidance to have an impact on the consolidated financial position, results of operations or cash flows. In August 2015, the FASB issued ASU 2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements-Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting , to clarify that an entity may elect to present debt issuance costs related to a line-of-credit arrangement as an asset, regardless of whether or not there are any outstanding borrowings on the line-of-credit arrangement. From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued accounting pronouncements that are not yet effective will not have a material impact on our financial position, results of operations or cash flows upon adoption. |
Goodwill and Other Identified I
Goodwill and Other Identified Intangible Assets | 9 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Identified Intangible Assets | Goodwill and Other Identified Intangible Assets Goodwill As of December 31, 2015 and March 31, 2015 , the Company had goodwill with a carrying value of $154.0 million . The gross carrying amount and accumulated impairment losses of goodwill, as of December 31, 2015 and March 31, 2015 , by reportable segment are as follows (in thousands): Celebrity Brands Men's Active Lifestyle Corporate and Other Total Goodwill $ 428,518 $ 116,806 $ 13,680 $ 559,004 Accumulated impairment losses (304,595 ) (89,336 ) (11,075 ) (405,006 ) Goodwill, net of impairment losses $ 123,923 $ 27,470 $ 2,605 $ 153,998 Other Identified Intangible Assets Other identified intangible assets are comprised of the following (in thousands): Range of lives December 31, 2015 March 31, 2015 Intangible assets subject to amortization: Tradenames 15 - 27 $ 220,527 $ 46,166 Subscriber lists 3 - 15 32,702 32,702 Customer relationships 5 - 10 2,300 2,300 Other intangible assets 3 9,045 7,620 Total gross intangible assets subject to amortization 264,574 88,788 Accumulated amortization (57,770 ) (44,970 ) Total net intangible assets subject to amortization 206,804 43,818 Intangible assets not subject to amortization Indefinite 6,000 180,363 Total other identified intangible assets, net $ 212,804 $ 224,181 Effective April 1, 2015, certain tradenames with a net carrying value totaling approximately $174.4 million that were previously assigned indefinite lives have been assigned finite lives of 15 years. During the nine months ended December 31, 2015 , the amortization expense of these tradenames totaled approximately $8.7 million . Amortization expense of intangible assets was $12.8 million and $2.9 million during the nine months ended December 31, 2015 and 2014 , respectively. Based on the carrying value of identified intangible assets recorded at December 31, 2015 , and assuming no subsequent impairment of the underlying assets, the amortization expense is expected to be as follows (in thousands): Fiscal Year Amortization Expense 2016 $ 4,330 2017 16,200 2018 15,290 2019 14,736 2020 14,501 Thereafter 141,747 $ 206,804 Impairments The Company did not record any impairment charges during the nine months ended December 31, 2015 . The Company continues to evaluate goodwill and other identified intangible assets for impairment. Goodwill and other identified intangible assets are material components of the Company's financial statements and impairment charges to the Company's goodwill or other identified intangible assets in future periods could be material to the Company's results of operations. During an evaluation of goodwill and other identified intangible assets at September 30, 2014, the Company determined that indicators were present in certain reporting units which would suggest the fair value of the reporting unit may have declined below the carrying value. This decline was primarily due to the continuing softness in the U.S. economy, which impacted consumer spending, including further declines in certain advertising markets, resulting in lowered future cash flow projections. As a result, an interim impairment test of goodwill and other indefinite-lived intangible assets was performed as of September 30, 2014 for certain reporting units in accordance with FASB Accounting Standards Codification (“ASC”) Topic No. 350, “Goodwill and Other Intangible Assets” (“ASC 350”). Impairment testing for goodwill is a two-step process. The first step compares the fair value of the reporting unit to its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step of the test is performed to measure the amount of the impairment charge, if any. The second step compares the implied fair value of the reporting unit's goodwill with the carrying value of that goodwill and an impairment charge is recorded for the difference. Impairment testing for indefinite-lived intangible assets, consisting of tradenames, compares the fair value of the tradename to the carrying value and an impairment charge is recorded for any excess carrying value over fair value. The evaluation performed, as of September 30, 2014, resulted in the carrying value of goodwill and tradenames for certain reporting units to exceed the estimated fair value. As a result, the Company recorded a pre-tax non-cash impairment charge of $8.9 million and $8.5 million to reduce the carrying value of goodwill and tradenames, respectively, during the quarter ended September 30, 2014. |
Revolving Credit Facility
Revolving Credit Facility | 9 Months Ended |
Dec. 31, 2015 | |
Line of Credit Facility [Abstract] | |
Revolving Credit Facility | Revolving Credit Facility The Company maintains a revolving credit facility that provides for borrowing up to $35.0 million , less outstanding letters of credit, which matures in December 2016 (the "Revolving Credit Facility"). The Investors became a lending party to the Revolving Credit Facility in March 2015 and represent a commitment of approximately 42% of the Revolving Credit Facility. The Company has the option to pay interest based on (i) a floating base rate option equal to the greatest of (x) the prime rate in effect on such day; (y) the federal funds effective rate in effect on such day plus ½ of 1% ; and (z) one month LIBOR (but no less than 2% ) plus 1% , or (ii) LIBOR , in each case, plus a margin. The interest rate under the Revolving Credit Facility has ranged from 8.00% to 8.25% during the nine months ended December 31, 2015 and 2014 . In addition, the Company is required to pay a commitment fee ranging from 0.50% to 0.75% on the unused portion of the revolving commitment. Commitment fees paid during the nine months ended December 31, 2015 and 2014 were insignificant. During the nine months ended December 31, 2015 , the Company borrowed $54.4 million and repaid $50.9 million under the Revolving Credit Facility. At December 31, 2015 , the Company had available borrowing capacity of $12.4 million after considering the $18.2 million outstanding balance and the $4.4 million outstanding letter of credit. As further discussed below, in February 2016 , the Company amended the Revolving Credit Facility (the "Amended Revolver") to, among other things, extend the maturity date to June 2017 and modify the financial covenants in effect through the date of maturity. The outstanding balance of $18.2 million at December 31, 2015 is included in non-current liabilities, as the maturity date of the Amended Revolver is June 2017 . The indebtedness under the Revolving Credit Facility, as amended, is guaranteed by certain of the domestic subsidiaries of the Company and is secured by liens on substantially all the assets of the Company and certain of its domestic subsidiaries. In addition, the Company’s obligations are secured by a pledge of all the issued and outstanding shares of, or other equity interests in, certain of the Company's existing or subsequently acquired or organized domestic subsidiaries and a percentage of the capital stock of, or other equity interests in, certain of its existing or subsequently acquired or organized foreign subsidiaries. Covenants Our Revolving Credit Facility, as amended, includes certain representations and warranties, conditions precedent, affirmative covenants, negative covenants and events of default. The negative covenants include financial maintenance covenants comprised of a first lien leverage ratio, a consolidated leverage ratio and an interest coverage ratio. The Revolving Credit Facility, as amended, also contain certain covenants that, subject to certain exceptions, restrict paying dividends, incurring additional indebtedness, creating liens, making acquisitions or other investments, entering into certain mergers or consolidations and selling or otherwise disposing of assets. With respect to the dividend restrictions, there is a cap on the total amount of cash available for distribution to our common stockholders. With regard to the financial maintenance covenants, the first lien leverage ratio covenant must be equal to or less than 4.50 to 1.00 from April 1, 2015 through December 2016. The consolidated leverage ratio covenant must be equal to or less than 5.50 to 1.00 from October 1, 2015 through December 2016. The interest coverage ratio must be equal to or greater than 1.50 to 1.00 from April 1, 2015 through December 2016. As of December 31, 2015 , the Company was in compliance with its covenants under the Revolving Credit Facility. Although there can be no assurances, management believes that, based on current expectations (including expected borrowings and repayments under the Amended Revolver), the Company's operating results for fiscal 2016 will be sufficient to satisfy the financial covenants under the Amended Revolver. The Company’s ability to satisfy the financial covenants is dependent on the business performing in accordance with its expectations. If the performance of the Company’s business deviates significantly from its expectations, the Company may not be able to satisfy such financial covenants. The Company's expectations are subject to a number of factors, many of which are events beyond its control, which could cause its actual results to differ materially from its expectations. If the Company does not comply with its financial covenants, the Company will be in default under the Amended Revolver. Amended Revolver In February 2016 , the Company, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the lenders from time to time party to the Revolving Credit Facility, as amended, restated, modified or supplemented from time to time, entered into the Amended Revolver with the lenders (the “Consenting Lenders”) constituting the Required Lenders (as defined in the Revolving Credit Facility) to, among other things, extend the maturity date to June 2017 , modify the financial covenants in effect through the date of maturity, and provide for certain other provisions. With regard to the financial covenants, the first lien leverage ratio covenant must be equal to or less than 4.25 to 1.00 from January 1, 2016 through June 2017, provided that the first lien leverage ratio covenant will be lowered to 4.00 to 1.00 if the outstanding aggregate principal amount of the Company's first lien notes is less than $250 million . The consolidated leverage ratio covenant must be equal to or less than 5.25 to 1.00 from January 1, 2016 through June 2017, provided that the consolidated leverage ratio covenant will be lowered to 5.00 to 1.00 if the outstanding principal amount of the Company's first lien notes is less than $250 million . The interest coverage ratio was not amended and must be equal to or greater than 1.50 to 1.00 from January 1, 2016 through June 2017. |
Senior Secured Notes
Senior Secured Notes | 9 Months Ended |
Dec. 31, 2015 | |
Senior Secured Notes Disclosure [Abstract] | |
Senior Secured Notes | Senior Secured Notes Our senior secured notes are comprised of the first lien notes, the second lien notes and the new second lien notes and are collectively referred to herein as the "Senior Secured Notes" and consisted of the following (in thousands): December 31, 2015 March 31, 2015 First Lien Notes $ 273,175 $ 275,175 Second Lien Notes 2,198 2,198 New Second Lien Notes 39,024 39,024 Unamortized discount (6,091 ) (6,828 ) Total debt obligations 308,306 309,569 Less: current portion of long-term debt — — Noncurrent debt obligations $ 308,306 $ 309,569 The future maturities of the Senior Secured Notes as of December 31, 2015 are as follows (in thousands): Fiscal Year Amount 2016 $ — 2017 — 2018 273,175 2019 2,198 2020 — Thereafter 39,024 Total future maturities 314,397 Unamortized discount (6,091 ) Total debt obligations $ 308,306 First Lien Notes In December 2010, we issued $385.0 million aggregate principal amount of senior secured notes, which bear interest at a rate of 11.5% per annum and mature in December 2017 (the "First Lien Notes"). Interest on the First Lien Notes is payable semi-annually on June 15th and December 15th of each year and is computed on the basis of a 360-day year comprised of twelve 30-day months. During fiscal 2012, the Company redeemed $20.0 million in aggregate principal amount of First Lien Notes. During fiscal 2014, the Company repurchased approximately $2.3 million in aggregate principal amount of First Lien Notes. During fiscal 2015, the Company repurchased approximately $55.5 million in aggregate principal amount of First Lien Notes. In addition, during fiscal 2015, the Company exchanged approximately $32.0 million in aggregate principal amount of First Lien Notes, plus accrued and unpaid interest, for approximately $39.0 million aggregate principal amount of new second lien senior secured notes, which bear interest at a rate of 7.0% per annum and mature in July 2020 (the "New Second Lien Notes"), pursuant to an exchange agreement (the "New Second Lien Notes Exchange Agreement"), as further described below. During the first quarter of fiscal 2016, the Company repurchased approximately $2.0 million in aggregate principal amount of First Lien Notes, at a price equal to 105.9% of the aggregate principal amount thereof, plus accrued and unpaid interest in the open market. The First Lien Notes are guaranteed on a first lien senior secured basis by the same subsidiaries of the Company that guarantee the Revolving Credit Facility. The First Lien Notes and the guarantees thereof are secured by a first-priority lien on substantially all our assets (subject to certain permitted liens and exceptions), pari passu with the liens granted under our Revolving Credit Facility, provided that in the event of a foreclosure on the collateral or insolvency proceedings, obligations under our Revolving Credit Facility will be repaid in full with proceeds from the collateral prior to the obligations under the First Lien Notes. Under the First Lien Notes Indenture, the Company has the option to redeem the First Lien Notes, in whole or in part, at the redemption prices set forth below, plus accrued and unpaid interest through the redemption date, if redeemed during the 12-month period beginning on December 15th of each of the years indicated below: Year Percentage 2015 102.875% 2016 and thereafter 100% Second Lien Notes In December 2010, we issued $104.9 million aggregate principal amounts of senior secured notes, which bear interest at a rate of 13.5% per annum and mature in June 2018 (the "Second Lien Notes"). Interest on the Second Lien Notes is payable semi-annually on June 15th and December 15th of each year and is computed on the basis of a 360-day year comprised of twelve 30-day months. In October 2013, we exchanged approximately $94.3 million aggregate principal amount of Second Lien Notes for an equal aggregate principal amount of new second lien senior secured notes, which bear interest at a rate of 10.0% per annum, are payable in kind, and mature in June 2018 (the “Second Lien PIK Notes”), pursuant to an exchange agreement (the “Second Lien PIK Notes Exchange Agreement”). In September 2014, pursuant to the debt for equity exchange agreement with the Parent and the Investors, the Investors exchanged approximately $7.8 million aggregate principal amount of Second Lien Notes and all of the outstanding Second Lien PIK Notes, plus accrued and unpaid interest, for equity interest in the Parent. As a result, the Company's obligation under the Second Lien PIK Notes were satisfied in full. During fiscal 2015, the Company repurchased approximately $0.6 million in aggregate principal amount of Second Lien Notes. The Second Lien Notes are guaranteed on a second lien senior secured basis by the same subsidiaries of the Company that guarantee our Revolving Credit Facility and the First Lien Notes. The Second Lien Notes and the guarantees thereof are secured by a second-priority lien on substantially all our assets (subject to certain permitted liens and exceptions). Under the Second Lien Notes Indenture, the Company has the option to redeem the Second Lien Notes, in whole or in part, at the redemption prices set forth below, plus accrued and unpaid interest through the redemption date, if redeemed during the 12-month period beginning on December 15th of each of the years indicated below: Year Percentage 2015 103.375% 2016 and thereafter 100% New Second Lien Notes In January 2015, we issued approximately $39.0 million aggregate principal amount of New Second Lien Notes, which bear interest at a rate of 7.0% per annum and mature in July 2020. Interest on the New Second Lien Notes is payable semi-annually on July 15th and January 15th of each year and is computed on the basis of a 360-day year comprised of twelve 30-day months. As described above, the New Second Lien Notes were issued in exchange for $32.0 million aggregate principal amount of First Lien Notes pursuant to the New Second Lien Notes Exchange Agreement. The New Second Lien Notes are guaranteed on a second lien senior secured basis by the same subsidiaries of the Company that guarantee our Revolving Credit Facility, the First Lien Notes and the Second Lien Notes. The New Second Lien Notes and the guarantees thereof are secured by a second-priority lien on substantially all our assets (subject to certain permitted liens and exceptions). Under the New Second Lien Notes Indenture, the Company has the option to redeem the New Second Lien Notes at any time prior to January 15, 2018 at a redemption price equal to 100% of the principal amount, plus a “make-whole” premium and accrued and unpaid interest through the redemption date. At any time prior to January 15, 2018, the Company may redeem up to 35% of the New Second Lien Notes from the net cash proceeds of one or more qualified equity offerings at a redemption price of 107% of the principal amount, plus accrued and unpaid interest through the redemption date, provided that at least 65% of the aggregate principal amount of the New Second Lien Notes remains outstanding after the redemption. The Company has the option to redeem the New Second Lien Notes on or after January 15, 2018, in whole or in part, at the redemption prices set forth below, plus accrued and unpaid interest through the redemption date, if redeemed during the 12-month period beginning on January 15th of each of the years indicated below: Year Percentage 2018 107% 2019 103.5% 2020 and thereafter 100% |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC Topic 825, Financial Instruments requires the Company to disclose the fair value of financial instruments that are not measured at fair value in the accompanying financial statements. The fair value of the Company’s financial instruments has been estimated primarily by using inputs, other than quoted prices in active markets, that are observable either directly or indirectly. However, the use of different market assumptions or methods of valuation could result in different fair values. FASB ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), established a three-tier fair value hierarchy, which prioritizes the use of inputs used in measuring fair value as follows: Level 1 Observable inputs such as quoted prices in active markets for identical assets and liabilities; Level 2 Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3 Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. The estimated fair value of the Company’s financial instruments is as follows (in thousands): December 31, 2015 March 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value First Lien Notes Level 2 $ 273,175 $ 271,809 $ 275,175 $ 282,742 Second Lien Notes Level 2 2,198 2,060 2,198 2,337 New Second Lien Notes Level 2 32,933 38,409 32,196 33,655 The fair value of the First Lien Notes, the Second Lien Notes and the New Second Lien Notes is estimated using quoted market prices for the same or similar issues. As of December 31, 2015 and March 31, 2015 , the Company did not have financial assets or liabilities that would require measurement on a recurring basis, based on the guidance in ASC 820. The Company's financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and the Revolving Credit Facility. The carrying amount of these accounts approximates fair value. Assets measured at fair value on a nonrecurring basis The Company's non-financial assets, such as goodwill, intangible assets and property and equipment, are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. The Company did not record any impairment charges during the nine months ended December 31, 2015 . During an evaluation of goodwill and other identified intangible assets at September 30, 2014, the carrying value of goodwill and tradenames for certain reporting units exceeded fair value. See Note 3, "Goodwill and Other Identified Intangible Assets," for further discussion on measuring the Company's non-financial assets, specifically goodwill and tradenames. |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The asset and liability method of accounting for deferred income taxes requires a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company's valuation allowance related to its deferred tax assets, which was $27.1 million at March 31, 2015, was released during the first quarter of fiscal 2016 based on the weight of positive evidence that the deferred tax assets will be realized due to the reclassification of certain tradenames from indefinite-lived to finite-lived, effective April 1, 2015. In the past, the Company's deferred tax liabilities related to indefinite-lived intangible assets were not considered a future source of income to support the realization of deferred tax assets within the net operating loss carryforward period. As discussed in Note 2, "Summary of Significant Accounting Policies," the Company prospectively adopted ASU 2015-17 in the third quarter of fiscal 2016. As required by this guidance, all deferred tax assets and liabilities are classified as non-current in our consolidated balance sheet as of December 31, 2015, which is a change from our historical presentation wherein certain of our deferred tax assets and liabilities were classified as current and the remainder were classified as non-current. The March 31, 2015 balance sheet has not been retrospectively adjusted. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As discussed in Note 4, "Revolving Credit Facility," in March 2015, the Investors became a lending party to the Revolving Credit Facility and represent a commitment of approximately 42% of the Revolving Credit Facility. As discussed in Note 5, "Senior Secured Notes," during the first quarter of fiscal 2016, the Company repurchased approximately $2.0 million in aggregate principal amount of First Lien Notes, plus accrued and unpaid interest, in the open market from the Investors. Mr. Elkins, a former member of our Board of Directors provided certain financial advisory services to the Company through Roxbury Advisory, LLC ("Roxbury"), a company controlled by Mr. Elkins, while he was a member of our Board of Directors. In August 2014, the consulting agreement between Roxbury and the Company was terminated. Payments for the services received from Roxbury totaled $50,000 during nine months ended December 31, 2014 and the Company had no outstanding payables to Roxbury at December 31, 2015 or March 31, 2015 . |
Investments in Affiliates and R
Investments in Affiliates and Redeemable Noncontrolling Interests | 9 Months Ended |
Dec. 31, 2015 | |
Investments in Affiliates and Redeemable Noncontrolling Interest [Abstract] | |
Investments in Affiliates and Redeemable Noncontrolling Interests | Investments in Affiliates and Redeemable Noncontrolling Interests Consolidated Joint Ventures Mr. Olympia, LLC In April 2005, the Company entered into a limited liability company agreement to form a joint venture, Mr. Olympia, LLC (“Olympia”), to manage and promote the Mr. Olympia fitness events. At any time prior to October 2019, the Company could be required to purchase all the limited liability company units, from the other limited liability company member, for a fixed price of $3.0 million cash (the "Olympia Put Option"). Any time from October 2019 through April 2020, the Company could require the other limited liability company member to sell, to the Company, all its limited liability company units for $3.0 million cash (the “Olympia Call Option”). In April 2005, the other limited liability company member licensed certain trademarks related to the Mr. Olympia fitness events (collectively, the “Olympia Trademarks”) to Olympia for $3.0 million , payable by the Company over a 10 -year period (the “License Fee”). Upon the exercise of the Olympia Put Option or the Olympia Call Option, the ownership of the Olympia Trademarks will be transferred to Olympia. If the Olympia Put Option or the Olympia Call Option is not exercised, then Olympia will retain the license to the Olympia Trademarks in perpetuity. The License Fee has been recorded as other identified intangibles, and the final payment was made in April 2013. The Company has a variable interest in the Olympia joint venture, a variable interest entity. The Olympia joint venture is deemed a variable interest entity because there is insufficient equity investment at risk. The Company concluded it is the primary beneficiary because the holder of the Olympia Put Option has the ability to cause the Company to absorb the potential losses of the joint venture and the Company controls the activities that most significantly impact the economic performance of Olympia. As a result, the Company accounts for the Olympia joint venture as a consolidated subsidiary. The Company follows the accounting for noncontrolling interest in equity that is redeemable at terms other than fair value. Accordingly, the Company has reflected the noncontrolling interest's equity within temporary equity for the Olympia joint venture as the Olympia joint venture’s securities are currently redeemable, pursuant to the terms of the Olympia Put Option. As a result, the Company has recorded the Olympia Put Option, at a minimum, equal to the maximum redemption amount as “Redeemable noncontrolling interests” in the accompanying financial statements. Effective September 2015, the Company and the other limited liability company member agreed that the distributions made, by Olympia, to the other limited liability company member would be $1.0 million per year, without deduction or offset, and would represent the only distribution payments to which the other limited liability company member would be entitled to as a member of Olympia. Olympia's net income attributable to noncontrolling interests during the nine months ended December 31, 2015 was $1.0 million and during the nine months ended December 31, 2014 was $1.3 million . Zinczenko-AMI Ventures, LLC In February 2013, the Company entered into a limited liability company agreement to form a joint venture, Zinczenko-AMI Media Ventures, LLC ("ZAM"), to create a book publishing division. ZAM was initially capitalized by the Company and the other limited liability company member (the "ZAM LLC Member") and the Company and the ZAM LLC Member each received an initial ownership interest of 51% and 49% , respectively, in ZAM. In accordance with the terms of the limited liability company agreement, the Company is responsible for the day-to-day operations and management of ZAM. The Company has a variable interest in the ZAM joint venture, a variable interest entity. The ZAM joint venture is deemed a variable interest entity because there is insufficient equity investment at risk. The Company concluded it is the primary beneficiary because the Company controls the activities that most significantly impact the economic performance of ZAM as manager of the day-to-day operations. As a result, the Company accounts for the ZAM joint venture as a consolidated subsidiary. The operating results of ZAM were insignificant to the Company's unaudited condensed consolidated financial statements during the three and nine months ended December 31, 2015 and 2014 . Redeemable Noncontrolling Interests The following table reconciles equity attributable to the redeemable noncontrolling interests (in thousands): Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 2015 2014 Balance, beginning of period $ 4,000 $ 4,259 $ 3,000 $ 3,000 Capital distributions (1,000 ) (1,202 ) (1,000 ) (1,202 ) Net income attributable to noncontrolling interests — 43 1,000 1,302 Other — (100 ) — (100 ) Balance, end of period $ 3,000 $ 3,000 $ 3,000 $ 3,000 Unconsolidated Joint Ventures We have other joint ventures that we do not consolidate as we lack the power to direct the activities that significantly impact the economic performance of these entities. The Company's investments in affiliates are carried at the fair value of the investment consideration at the date acquired, plus the Company's equity in undistributed earnings from that date. Unless otherwise disclosed below, the operating results of our unconsolidated joint ventures were insignificant to the Company's unaudited condensed consolidated financial statements during the three and nine months ended December 31, 2015 and 2014 . Radar Online, LLC In October 2008 , the Company entered into a limited liability company agreement to form Radar Online, LLC, a joint venture ("Radar"), to manage Radar Online, a website focusing on celebrity and entertainment news. Though the Company owns 50% of Radar and can exercise significant influence, it does not control the activities that most significantly impact the economic performance of this joint venture. As a result, the Company accounts for the investment in Radar using the equity method. The operating results of Radar were insignificant to the Company’s unaudited condensed consolidated financial statements for the nine months ended December 31, 2015 and 2014 . The management fees receivable from Radar totaled $2.0 million and $1.9 million as of December 31, 2015 and March 31, 2015 , respectively, and is presented within other long-term assets in the accompanying unaudited condensed consolidated financial statements. Select Media Services, LLC In September 2013, the Company contributed substantially all of its assets comprising the Company's distribution and merchandising businesses operated by In Store Services, Inc., formerly known as Distribution Services, Inc. ("DSI"), a wholly-owned subsidiary of American Media, Inc., and $2.3 million in cash in exchange for a 27.5% membership interest in Select Media Services, LLC, a joint venture ("Select"), which operates as a merchandising and in-store services business. Though the Company can exercise significant influence, it does not control the activities that most significantly impact the economic performance of this joint venture. As a result, the Company accounts for the investment in Select using the equity method. The membership interest and cash contribution in Select were adjusted in September 2014, pursuant to a one-time retroactive adjustment back to September 2013. The Company's membership interest was replaced with a participation interest in the earnings of Select and the initial capital contribution was refunded to the Company in October 2014 along with the distribution of the Company's participation interest for the twelve months ended August 31, 2014. In June 2015, the Company's participation interest in Select was modified and Select redeemed the Company's interest in Select for approximately $1.7 million , which is reflected in other revenues in the accompanying unaudited condensed consolidated financial statements. The proceeds were received in July 2015. |
Dispositions
Dispositions | 9 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions | Dispositions Shape, Fit Pregnancy and Natural Health In January 2015 , the Company and Weider Publications, LLC, a wholly-owned subsidiary of the Company, entered into an asset purchase agreement (the "Purchase Agreement") with Meredith Corporation ("Meredith"). The Purchase Agreement provided for the sale of the Company's Shape , Fit Pregnancy and Natural Health brands and magazines, which comprised its Women's Active Lifestyle segment. The Company received the initial cash consideration of $60.0 million on January 30, 2015 when the transaction closed. The Company is further entitled to additional consideration (the "Additional Consideration"), in the form of a one-time payment, following the completion of Meredith's 2018 fiscal year on June 30, 2018. The Additional Consideration, up to $60.0 million , will be based upon 40% of the accumulated adjusted operating profit of the combination of the Company's Shape brand and Meredith's Fitness brand. Pursuant to the Purchase Agreement, the Company continued to publish the Shape , Fit Pregnancy and Natural Health magazines with on-sale dates through March 31, 2015, after which Meredith assumed publishing responsibilities for such titles. Effective as of the closing, Meredith assumed control over the digital assets used with Shape , Fit Pregnancy and Natural Health. The Company will have no continuing involvement in the operations of these publications subsequent to March 31, 2015. Discontinued Operations Net revenue, pre-tax income from discontinued operations, income tax provision and loss from discontinued operations, net of income taxes are as follows, in thousands: Three Months Ended Nine Months Ended December 31, 2014 Net revenue $ 10,540 $ 38,171 Pre-tax income from discontinued operations 104 2,976 Income tax provision 507 3,383 Loss from discontinued operations, net of income taxes $ (403 ) $ (407 ) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation On March 10, 2009, Anderson News, L.L.C. and Anderson Services, L.L.C., magazine wholesalers (collectively, “Anderson”), filed a lawsuit against American Media, Inc., DSI (now known as In-Store Services, Inc.), and various magazine publishers, wholesalers and distributors in the Federal District Court for the Southern District of New York (the “Anderson Action”). Anderson's complaint alleged that the defendants violated Section 1 of the Sherman Act by engaging in a purported industry-wide conspiracy to boycott Anderson and drive it out of business. Plaintiffs also purported to assert claims for defamation, tortious interference with contract and civil conspiracy. The complaint did not specify the amount of damages sought. On August 2, 2010, the District Court dismissed the action in its entirety with prejudice and without leave to replead and, on October 25, 2010, denied Anderson's motion for reconsideration of the dismissal decision. Anderson appealed the District Court's decisions. On April 3, 2012, the Second Circuit issued a decision reversing the dismissal of the lawsuit and reinstating the antitrust and state law claims (except the defamation claim, which Anderson withdrew), and, on January 7, 2013, the United States Supreme Court declined to review the Second Circuit decision. Following the Second Circuit decision, the case has been proceeding in the District Court and the parties engaged in discovery. On February 14, 2014, American Media, Inc. filed an amended answer and counterclaim in the Anderson Action asserting an antitrust claim against Anderson News. L.L.C. and Charles Anderson, Jr. based on the same events as Anderson’s claims. Two other defendants also filed the same counterclaim. Fact discovery was completed in May 2014 and expert discovery was completed in October 2014. Anderson submitted an expert report calculating that damages are approximately $470 million , which would be subject to trebling should Anderson prevail against the defendants in the lawsuit. Defendants, including American Media, Inc. and DSI, also have submitted an expert report on damages, which opines that, separate and apart from the question of liability, Anderson has suffered no damages. On December 15, 2014, the parties in the Anderson Action filed motions for summary judgment and to strike certain proposed expert testimony. On August 20, 2015, the District Court granted the summary judgment filed by American Media, Inc., DSI and the other defendants, dismissing all of Anderson’s claims against defendants, and granted in part the motions to strike certain of Anderson’s proposed expert testimony. The court also granted summary judgment dismissing the counterclaims filed by American Media, Inc. and the two other defendants, but did not grant Anderson’s motion to strike defendants’ expert testimony. On August 25, 2015, Anderson filed its notice of appeal of the District Court’s decision granting defendants’ motions. On September 15, 2015, American Media, Inc. filed its notice of appeal of the District Court’s decision granting the motion for summary judgment dismissing the counterclaim. Anderson filed its appellate brief with the U.S. Court of Appeals for the Second Circuit (the “Court of Appeals”) on December 8, 2015. American Media, Inc. and DSI will file their appellate brief with the Court of Appeals by March 8, 2016. The briefing of the appeals should be completed in May 2016. Anderson is in chapter 11 bankruptcy proceedings in Delaware bankruptcy court. On June 10, 2010, American Media, Inc. filed a proof of claim in that proceeding for $5.6 million (which it amended on December 3, 2013 to reflect the counterclaim (described above) it planned to file in the Anderson Action), but Anderson asserts that it has no assets to pay unsecured creditors like American Media, Inc. An independent court-appointed examiner has identified claims that Anderson could assert against Anderson insiders in excess of $340.0 million . In an order of the Delaware bankruptcy court, entered on November 14, 2011, American Media, Inc. and four other creditors (collectively, the “Creditors”), which also are defendants in the Anderson Action, were granted the right to file lawsuits against Anderson insiders asserting Anderson's claims identified by the examiner. The Creditors' retention of counsel to pursue the claims on a contingency fee basis was also approved. On November 14, 2011, pursuant to this order, a complaint was filed against 10 defendants. After a temporary stay of discovery pending conclusion of fact discovery in the Anderson Action, discovery in the bankruptcy action proceeded. On December 12, 2014, defendants in the adversary action moved for partial summary judgment seeking dismissal of certain of the Creditors’ claims. The motion was denied on June 11, 2015. While it is not possible to predict the outcome of the Anderson Action or to estimate the impact on American Media, Inc. and DSI of a final judgment against American Media, Inc. and DSI (if that were to occur), American Media, Inc. and DSI believe that the claims asserted by Anderson, in the Anderson Action, are meritless. American Media, Inc. and DSI have antitrust claim insurance that covers defense costs. American Media, Inc. and DSI have filed a claim for insurance coverage with regard to the Anderson Action and certain of their defense costs are being paid by the insurer, and, in the event of a settlement or a damages award by the Court and subject to the applicable policy limits, American Media, Inc. and DSI anticipate seeking reimbursement from the insurer for payment of such settlement or damages. American Media, Inc. and DSI will continue to vigorously defend the case. In addition, because the focus of some of our publications often involves celebrities and controversial subjects, the risk of defamation or invasion of privacy litigation exists. Our experience indicates that the claims for damages made in celebrity lawsuits are usually inflated and such lawsuits are usually defensible and, in any event, any reasonably foreseeable material liability or settlement would likely be covered by insurance, subject to any applicable deductible and limit. We also periodically evaluate and assess the risks and uncertainties associated with our pending litigation disregarding the existence of insurance that would cover liability for such litigation. At present, in the opinion of management, after consultation with outside legal counsel, the liability resulting from pending litigation, even if insurance were not available, is not expected to have a material effect on our consolidated financial statements. |
Business Segment Information
Business Segment Information | 9 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Business Segment Information | Business Segment Information The Company has three reporting segments: Celebrity Brands, Men’s Active Lifestyle and Corporate and Other. The operating segments are based on each having the following characteristics: the operating segments engage in similar business activities from which they earn revenues and incur expenses; the operating results are regularly reviewed by the chief operating decision maker (the "CODM"), and there is discrete financial information. The Company does not aggregate any of its operating segments. The Celebrity Brands segment includes National Enquirer , Star , Globe , National Examiner , OK! and Soap Opera Digest . The Men’s Active Lifestyle segment includes Men’s Fitness , Muscle & Fitness , Flex and Muscle & Fitness Hers . The Corporate and Other segment includes international licensing, photo syndication to third parties and corporate overhead. Corporate overhead expenses are not allocated to other segments and include production, circulation, executive staff, information technology, accounting, legal, human resources and administration department costs. The Corporate and Other segment also includes print and digital advertising sales and strategic management direction in the following areas: manufacturing, subscription circulation, logistics, event marketing and full back office financial functions. The Company’s accounting policies for the business segments are the same as those described in Note 2, "Summary of Significant Accounting Policies." The following information includes certain intersegment transactions and is, therefore, not necessarily indicative of the results had the operations existed as stand-alone businesses. Intersegment transactions represent intercompany services, which are billed at what management believes are prevailing market rates. These intersegment transactions, which represent transactions between operating units in different business segments, are eliminated in consolidation. Segment information for the three and nine months ended December 31, 2015 and 2014 are as follows (in thousands): Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 2015 2014 Operating revenues Celebrity Brands $ 41,943 $ 45,506 $ 125,877 $ 135,116 Men's Active Lifestyle 11,396 12,325 43,093 44,973 Corporate and Other 1,805 2,314 4,214 4,866 Total operating revenues $ 55,144 $ 60,145 $ 173,184 $ 184,955 Operating income (loss) Celebrity Brands $ 14,846 $ 18,275 $ 43,437 $ 49,026 Men's Active Lifestyle (1) 2,387 2,191 10,911 (7,682 ) Corporate and Other (11,364 ) (14,039 ) (34,458 ) (51,318 ) Total operating income (loss) $ 5,869 $ 6,427 $ 19,890 $ (9,974 ) Depreciation and amortization Celebrity Brands $ 3,292 $ 409 $ 9,861 $ 1,366 Men's Active Lifestyle 964 912 2,891 1,440 Corporate and Other 2,257 2,626 7,106 7,179 Total depreciation and amortization $ 6,513 $ 3,947 $ 19,858 $ 9,985 Impairment of goodwill and intangible assets Men's Active Lifestyle $ — $ — $ — $ 17,403 Corporate and Other — — — 1,055 Total impairment of goodwill and intangible assets $ — $ — $ — $ 18,458 Amortization of deferred rack costs Celebrity Brands $ 1,129 $ 1,337 $ 3,809 $ 3,923 Men's Active Lifestyle 20 18 43 46 Total amortization of deferred rack costs $ 1,149 $ 1,355 $ 3,852 $ 3,969 (1) Includes impairment charge of $17.4 million to reduce the carrying value of goodwill and tradenames during the nine months ended December 31, 2014. See Note 3, "Goodwill and Other Identified Intangible Assets" for further discussion. Segment information for the assets employed as of December 31, 2015 and March 31, 2015 are as follows (in thousands): Total Assets December 31, March 31, Celebrity Brands $ 315,520 $ 330,850 Men's Active Lifestyle 79,625 86,775 Corporate and Other (2) 28,384 48,400 Total assets $ 423,529 $ 466,025 (2) Amounts are primarily comprised of inventories, prepaid expenses, property and equipment, deferred debt costs and certain other assets. Geographic Data The Company operates principally in two geographic areas, the United States of America and Europe. There were no significant transfers between geographic areas during the three and nine months ended December 31, 2015 and 2014 . The following tables present revenue by geographic area for the three and nine months ended December 31, 2015 and 2014 and the assets employed as of December 31, 2015 and March 31, 2015 are as follows (in thousands): Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 2015 2014 Operating revenues: United States of America $ 53,876 $ 57,698 $ 168,780 $ 176,715 Europe 1,268 2,447 4,404 8,240 Total operating revenues $ 55,144 $ 60,145 $ 173,184 $ 184,955 December 31, March 31, Assets: United States of America $ 416,725 $ 458,197 Europe 6,804 7,828 Total assets $ 423,529 $ 466,025 |
Capital Structure
Capital Structure | 9 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Capital Structure | Capital Structure The Company has authorized 100 shares of $0.0001 par value common stock. At December 31, 2015 , there were 100 shares of common stock issued and outstanding. As discussed in Note 1, "Nature of the Business," the Company is a wholly-owned subsidiary of the Parent, which is controlled by the Investors pursuant to the Merger. We did not make any dividend payments during the nine months ended December 31, 2015 and 2014 , and we do not anticipate paying any dividends on our common stock in the foreseeable future. The terms of our Revolving Credit Facility, as amended, restrict our ability to pay dividends, and any future indebtedness that we may incur could preclude us from paying dividends. With respect to the dividend restriction, the Revolving Credit Facility, as amended, and the indentures governing the Senior Secured Notes include a cap on the total amount of cash available for distribution to our common stockholders. |
Supplement Condensed Consolidat
Supplement Condensed Consolidating Financial Information | 9 Months Ended |
Dec. 31, 2015 | |
Condensed Financial Information Disclosure [Abstract] | |
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 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events As discussed in Note 4, "Revolving Credit Facility," subsequent to December 31, 2015 , the terms of the Revolving Credit Facility were amended to, among other things, extend the maturity date to June 2017 and modify the financial covenants in effect through the date of maturity. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The information included in the foregoing interim condensed consolidated financial statements is unaudited. In the opinion of management, all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results of operations for the interim periods presented, have been reflected herein. These unaudited condensed consolidated financial statements do not include all disclosures associated with annual financial statements and, accordingly, should be read in conjunction with the audited financial statements and footnotes contained in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") with respect to the Company's fiscal year ended March 31, 2015 (the " 2015 Form 10-K "), which may be accessed through the SEC's website at http://www.sec.gov. The results of operations for interim periods presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year or any other subsequent interim period. |
Principles of Consolidation | Principles of Consolidation Our consolidated financial statements reflect our financial statements, those of our wholly-owned domestic and foreign subsidiaries and those of certain variable interest entities where we are the primary beneficiary. For consolidated entities where we own less than 100% of the equity, we record net income (loss) attributable to noncontrolling interests in our consolidated statements of income (loss) equal to the percentage of the interests retained in such entities by the respective noncontrolling parties. All material intercompany balances and transactions are eliminated in consolidation. In determining whether we are the primary beneficiary of an entity and therefore required to consolidate, we apply a qualitative approach that determines whether we have both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity. These considerations impact the way we account for our existing joint ventures. We continually assess whether we are the primary beneficiary of a variable interest entity as changes to existing relationships or future transactions occur. See Note 9, “Investments in Affiliates and Redeemable Noncontrolling Interests.” |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("US GAAP") requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Management's estimates are based on the facts and circumstances available at the time estimates are made, past historical experience, risk of loss, general economic conditions and trends, and management's assessments of the probable future outcome of these matters. As a result, actual results could differ from those estimates. |
Inventories | Inventories Inventories are stated at the lower of cost or market. Cost is determined on the first-in, first-out method. The Company writes down inventory for estimated obsolescence and/or excess or damaged inventory. Inventory write-downs during the nine months ended December 31, 2015 and 2014 were insignificant. The Company is party to a long-term paper supply and purchasing agreement pursuant to which a third party manages all aspects of the Company's raw material paper inventory. As a result, the Company does not maintain raw material paper inventory. The finished product inventory, comprised of paper, production and distribution costs of future issues totaled $0.8 million and $0.9 million , respectively, at December 31, 2015 and March 31, 2015 . |
Concentrations | Concentrations We rely on wholesalers for the retail distribution of our magazines. Several of our smaller wholesalers and our second-largest wholesaler, Source, ceased operations during fiscal 2015. A small number of wholesalers are responsible for a substantial percentage of the wholesale magazine distribution business. As of December 31, 2015 , single copy revenues consisted of copies distributed to retailers primarily by two major wholesalers. During the nine months ended December 31, 2015 and 2014 , The News Group accounted for approximately 20% and 19% , respectively, of our total operating revenues and The Hudson Group accounted for approximately 5% of our total operating revenues. We have multi-year service arrangements with our major wholesalers, which provide incentives to maintain certain levels of service. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In April 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (Topic 205 and Topic 360) ("ASU 2014-08") which raises the threshold for disposals to qualify as discontinued operations. Under this new guidance, a discontinued operation is (1) a component of an entity or group of components that has been disposed of or is classified as held for sale that represents a strategic shift that has or will have a major effect on an entity's operations and financial results or (2) an acquired business that is classified as held for sale on the acquisition date. This guidance also requires expanded or new disclosures for discontinued operations, individually material disposals that do not meet the definition of a discontinued operation, an entity's continuing involvement with a discontinued operation following disposal, and retained equity method investments in a discontinued operation. ASU 2014-08 was effective for the Company on April 1, 2015. The adoption of ASU 2014-08 did not have an impact on the consolidated financial position, results of operations or cash flows. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"), which simplifies the presentation of deferred tax assets and deferred tax liabilities. The new guidance no longer requires the presentation of current deferred tax assets and deferred tax liabilities on a classified balance sheet, rather requiring all to be presented as non-current. This guidance is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company prospectively adopted this guidance in the third quarter of fiscal 2016. As required by this guidance, all deferred tax assets and liabilities are classified as non-current in our consolidated balance sheet as of December 31, 2015, which is a change from our historical presentation wherein certain of our deferred tax assets and liabilities were classified as current and the remainder were classified as non-current. The March 31, 2015 balance sheet has not been retrospectively adjusted. As this guidance impacts presentation only, the adoption of ASU 2015-17 did not have an impact on the results of operations or cash flows. Recently Issued Accounting Pronouncements In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern (Topic 205) ("ASU 2014-15"), which establishes management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and setting rules for how this information should be disclosed in the financial statements. This guidance is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2016, with early adoption permitted. The Company does not expect the adoption of this guidance to have an impact on the consolidated financial position results of operations or cash flows. In January 2015, the FASB issued ASU No. 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20) ("ASU 2015-01"), which simplifies the income statement presentation by eliminating the concept of extraordinary items. The guidance is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2015, with early adoption permitted. The Company does not expect the adoption of this guidance to have an impact on the consolidated financial position, results of operations or cash flows. In February 2015, the FASB issued ASU 2015-02, Consolidations, Amendments to the Consolidation Analysis (Topic 810) ("ASU 2015-02"), which changes the identification of variable interests, the variable interest characteristic for a limited partnership or similar entity and the primary beneficiary determination all of which are intended to improve the consolidation guidance as well as increase transparency and consistency of financial reporting. The guidance is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2015, with early adoption permitted. The Company does not expect the adoption of this guidance to have an impact on the consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued a proposal for a one-year deferral of the effective date for ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). Under this proposal, the standard would be effective for public entities for annual reporting periods beginning after December 15, 2017 and interim periods therein. ASU 2014-09 supersedes the revenue recognition requirements in ASC 605, Revenue Recognition . ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. As a result of the one-year deferral, ASU 2014-09 will now be effective for the Company on April 1, 2018 using one of two retrospective application methods. The Company has not determined the potential effects on the consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest, Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30) ("ASU 2015-03"), which requires the presentation of debt issuance costs to be reflected as a reduction from the face amount of the related debt, with amortization recorded as interest expense, rather than recording as a deferred asset. The guidance is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2015, and requires retrospective application. The Company does not expect the adoption of this guidance to have a significant impact on the consolidated financial position, results of operations or cash flows, although it will change the financial statement classification of the deferred debt cost. As of December 31, 2015 and March 31, 2015 , the Company had $4.6 million and $6.4 million of net deferred debt costs, respectively, included on the consolidated balance sheets. Under the new guidance, the net deferred debt costs would offset the carrying amount of the respective debt on the consolidated balance sheets. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330) ("ASU 2015-11"), which simplifies the measurement of inventory by requiring certain inventory to be subsequently measured at the lower of cost and net realizable value. The guidance is effective for fiscal years, and interim period within those years, beginning on or after December 15, 2016. The Company does not expect the adoption of this guidance to have an impact on the consolidated financial position, results of operations or cash flows. In August 2015, the FASB issued ASU 2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements-Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting , to clarify that an entity may elect to present debt issuance costs related to a line-of-credit arrangement as an asset, regardless of whether or not there are any outstanding borrowings on the line-of-credit arrangement. From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued accounting pronouncements that are not yet effective will not have a material impact on our financial position, results of operations or cash flows upon adoption. |
Goodwill and Other Identified23
Goodwill and Other Identified Intangible Assets (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill by Reportable Segment | The gross carrying amount and accumulated impairment losses of goodwill, as of December 31, 2015 and March 31, 2015 , by reportable segment are as follows (in thousands): Celebrity Brands Men's Active Lifestyle Corporate and Other Total Goodwill $ 428,518 $ 116,806 $ 13,680 $ 559,004 Accumulated impairment losses (304,595 ) (89,336 ) (11,075 ) (405,006 ) Goodwill, net of impairment losses $ 123,923 $ 27,470 $ 2,605 $ 153,998 |
Schedule of Finite-Lived Intangible Assets | Other identified intangible assets are comprised of the following (in thousands): Range of lives December 31, 2015 March 31, 2015 Intangible assets subject to amortization: Tradenames 15 - 27 $ 220,527 $ 46,166 Subscriber lists 3 - 15 32,702 32,702 Customer relationships 5 - 10 2,300 2,300 Other intangible assets 3 9,045 7,620 Total gross intangible assets subject to amortization 264,574 88,788 Accumulated amortization (57,770 ) (44,970 ) Total net intangible assets subject to amortization 206,804 43,818 Intangible assets not subject to amortization Indefinite 6,000 180,363 Total other identified intangible assets, net $ 212,804 $ 224,181 |
Schedule of Finite-Lived Intangible Assets, Expected Amortization Expense | Based on the carrying value of identified intangible assets recorded at December 31, 2015 , and assuming no subsequent impairment of the underlying assets, the amortization expense is expected to be as follows (in thousands): Fiscal Year Amortization Expense 2016 $ 4,330 2017 16,200 2018 15,290 2019 14,736 2020 14,501 Thereafter 141,747 $ 206,804 |
Senior Secured Notes (Tables)
Senior Secured Notes (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Senior Secured Notes Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Our senior secured notes are comprised of the first lien notes, the second lien notes and the new second lien notes and are collectively referred to herein as the "Senior Secured Notes" and consisted of the following (in thousands): December 31, 2015 March 31, 2015 First Lien Notes $ 273,175 $ 275,175 Second Lien Notes 2,198 2,198 New Second Lien Notes 39,024 39,024 Unamortized discount (6,091 ) (6,828 ) Total debt obligations 308,306 309,569 Less: current portion of long-term debt — — Noncurrent debt obligations $ 308,306 $ 309,569 |
Schedule of Maturities of Long-term Debt | The future maturities of the Senior Secured Notes as of December 31, 2015 are as follows (in thousands): Fiscal Year Amount 2016 $ — 2017 — 2018 273,175 2019 2,198 2020 — Thereafter 39,024 Total future maturities 314,397 Unamortized discount (6,091 ) Total debt obligations $ 308,306 |
Debt Instrument Redemption | Under the First Lien Notes Indenture, the Company has the option to redeem the First Lien Notes, in whole or in part, at the redemption prices set forth below, plus accrued and unpaid interest through the redemption date, if redeemed during the 12-month period beginning on December 15th of each of the years indicated below: Year Percentage 2015 102.875% 2016 and thereafter 100% Under the Second Lien Notes Indenture, the Company has the option to redeem the Second Lien Notes, in whole or in part, at the redemption prices set forth below, plus accrued and unpaid interest through the redemption date, if redeemed during the 12-month period beginning on December 15th of each of the years indicated below: Year Percentage 2015 103.375% 2016 and thereafter 100% Under the New Second Lien Notes Indenture, the Company has the option to redeem the New Second Lien Notes at any time prior to January 15, 2018 at a redemption price equal to 100% of the principal amount, plus a “make-whole” premium and accrued and unpaid interest through the redemption date. At any time prior to January 15, 2018, the Company may redeem up to 35% of the New Second Lien Notes from the net cash proceeds of one or more qualified equity offerings at a redemption price of 107% of the principal amount, plus accrued and unpaid interest through the redemption date, provided that at least 65% of the aggregate principal amount of the New Second Lien Notes remains outstanding after the redemption. The Company has the option to redeem the New Second Lien Notes on or after January 15, 2018, in whole or in part, at the redemption prices set forth below, plus accrued and unpaid interest through the redemption date, if redeemed during the 12-month period beginning on January 15th of each of the years indicated below: Year Percentage 2018 107% 2019 103.5% 2020 and thereafter 100% |
Fair Value of Financial Instr25
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Nonrecurring | The estimated fair value of the Company’s financial instruments is as follows (in thousands): December 31, 2015 March 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value First Lien Notes Level 2 $ 273,175 $ 271,809 $ 275,175 $ 282,742 Second Lien Notes Level 2 2,198 2,060 2,198 2,337 New Second Lien Notes Level 2 32,933 38,409 32,196 33,655 |
Investments in Affiliates and26
Investments in Affiliates and Redeemable Noncontrolling Interests (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Investments in Affiliates and Redeemable Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests | The following table reconciles equity attributable to the redeemable noncontrolling interests (in thousands): Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 2015 2014 Balance, beginning of period $ 4,000 $ 4,259 $ 3,000 $ 3,000 Capital distributions (1,000 ) (1,202 ) (1,000 ) (1,202 ) Net income attributable to noncontrolling interests — 43 1,000 1,302 Other — (100 ) — (100 ) Balance, end of period $ 3,000 $ 3,000 $ 3,000 $ 3,000 |
Dispositions (Tables)
Dispositions (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Net Income (Loss) from Discontinued Operations | Net revenue, pre-tax income from discontinued operations, income tax provision and loss from discontinued operations, net of income taxes are as follows, in thousands: Three Months Ended Nine Months Ended December 31, 2014 Net revenue $ 10,540 $ 38,171 Pre-tax income from discontinued operations 104 2,976 Income tax provision 507 3,383 Loss from discontinued operations, net of income taxes $ (403 ) $ (407 ) |
Business Segment Information (T
Business Segment Information (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Segment information for the three and nine months ended December 31, 2015 and 2014 are as follows (in thousands): Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 2015 2014 Operating revenues Celebrity Brands $ 41,943 $ 45,506 $ 125,877 $ 135,116 Men's Active Lifestyle 11,396 12,325 43,093 44,973 Corporate and Other 1,805 2,314 4,214 4,866 Total operating revenues $ 55,144 $ 60,145 $ 173,184 $ 184,955 Operating income (loss) Celebrity Brands $ 14,846 $ 18,275 $ 43,437 $ 49,026 Men's Active Lifestyle (1) 2,387 2,191 10,911 (7,682 ) Corporate and Other (11,364 ) (14,039 ) (34,458 ) (51,318 ) Total operating income (loss) $ 5,869 $ 6,427 $ 19,890 $ (9,974 ) Depreciation and amortization Celebrity Brands $ 3,292 $ 409 $ 9,861 $ 1,366 Men's Active Lifestyle 964 912 2,891 1,440 Corporate and Other 2,257 2,626 7,106 7,179 Total depreciation and amortization $ 6,513 $ 3,947 $ 19,858 $ 9,985 Impairment of goodwill and intangible assets Men's Active Lifestyle $ — $ — $ — $ 17,403 Corporate and Other — — — 1,055 Total impairment of goodwill and intangible assets $ — $ — $ — $ 18,458 Amortization of deferred rack costs Celebrity Brands $ 1,129 $ 1,337 $ 3,809 $ 3,923 Men's Active Lifestyle 20 18 43 46 Total amortization of deferred rack costs $ 1,149 $ 1,355 $ 3,852 $ 3,969 (1) Includes impairment charge of $17.4 million to reduce the carrying value of goodwill and tradenames during the nine months ended December 31, 2014. See Note 3, "Goodwill and Other Identified Intangible Assets" for further discussion. Segment information for the assets employed as of December 31, 2015 and March 31, 2015 are as follows (in thousands): Total Assets December 31, March 31, Celebrity Brands $ 315,520 $ 330,850 Men's Active Lifestyle 79,625 86,775 Corporate and Other (2) 28,384 48,400 Total assets $ 423,529 $ 466,025 (2) Amounts are primarily comprised of inventories, prepaid expenses, property and equipment, deferred debt costs and certain other assets. |
Schedule of Operating Revenue and Assets, by Geographical Areas | The following tables present revenue by geographic area for the three and nine months ended December 31, 2015 and 2014 and the assets employed as of December 31, 2015 and March 31, 2015 are as follows (in thousands): Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 2015 2014 Operating revenues: United States of America $ 53,876 $ 57,698 $ 168,780 $ 176,715 Europe 1,268 2,447 4,404 8,240 Total operating revenues $ 55,144 $ 60,145 $ 173,184 $ 184,955 December 31, March 31, Assets: United States of America $ 416,725 $ 458,197 Europe 6,804 7,828 Total assets $ 423,529 $ 466,025 |
Supplement Condensed Consolid29
Supplement Condensed Consolidating Financial Information (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of Condensed Balance Sheet | 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 |
Schedule of Condensed Income and Comprehensive Income Statements | 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 ) |
Schedule of Condensed Cash Flow Statement | 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 |
Nature of the Business (Details
Nature of the Business (Details) | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2015USD ($)publication | Dec. 31, 2016USD ($) | May. 05, 2015USD ($) | Mar. 31, 2015USD ($) | Jan. 30, 2015USD ($) | Jan. 20, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 08, 2014USD ($) | Mar. 31, 2014USD ($) | Feb. 28, 2014USD ($) | Oct. 02, 2013USD ($) | Jun. 30, 2011USD ($) | Dec. 31, 2010USD ($) | |
Variable Interest Entity [Line Items] | |||||||||||||
Revolving credit facility | $ 18,200,000 | $ 14,700,000 | |||||||||||
Number of published pubication | publication | 10 | ||||||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 60,000,000 | ||||||||||||
Long-term Debt | $ 326,500,000 | ||||||||||||
Cash and cash equivalents | 922,000 | 3,452,000 | $ 3,078,000 | $ 3,030,000 | |||||||||
Subsequent Event | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Interest Expense | $ 36,300,000 | ||||||||||||
Senior Secured Notes | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Senior Notes, Noncurrent | 308,306,000 | 309,569,000 | |||||||||||
Revolving Credit Facility | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Revolving credit facility | 18,200,000 | 14,700,000 | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 35,000,000 | ||||||||||||
Line of Credit Facility, Amount Outstanding | 18,200,000 | ||||||||||||
Available borrowing capacity | 12,400,000 | ||||||||||||
First Lien Notes | Senior Secured Notes | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Senior Notes, Noncurrent | 273,175,000 | 275,175,000 | $ 385,000,000 | ||||||||||
Debt Instrument, Exchange Amount | $ 32,000,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.50% | ||||||||||||
Debt Instrument, Repurchased Face Amount | $ 2,000,000 | 55,500,000 | $ 2,300,000 | $ 20,000,000 | |||||||||
Second Lien Notes | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Debt Instrument, Exchange Amount | $ 94,300,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||
Second Lien Notes | Senior Secured Notes | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Senior Notes, Noncurrent | 2,198,000 | 2,198,000 | $ 104,900,000 | ||||||||||
Debt Instrument, Exchange Amount | $ 7,800,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 13.50% | ||||||||||||
Debt Instrument, Repurchased Face Amount | 600,000 | ||||||||||||
New Second Lien Notes | Senior Secured Notes | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Senior Notes, Noncurrent | $ 39,024,000 | $ 39,024,000 | |||||||||||
Debt Instrument, Exchange Amount | $ 39,000,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Inventories) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Accounting Policies [Abstract] | ||
Finished product — paper, production and distribution costs of future issues | $ 800 | $ 900 |
Inventories ($0 and $95 related to VIEs, respectively) | $ 834 | $ 873 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Concentrations) (Details) - Customer Concentration Risk - wholesalers | 9 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Concentration Risk | ||
Number of major wholesalers | 2 | |
Sales Revenue, Net | News Group | ||
Concentration Risk | ||
Concentration risk, percentage | 20.00% | 19.00% |
Sales Revenue, Net | The Hudson Group | ||
Concentration Risk | ||
Concentration risk, percentage | 5.00% | 5.00% |
Goodwill and Other Identified33
Goodwill and Other Identified Intangible Assets (Textual) (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | |
Goodwill | ||||
Goodwill | $ 153,998 | $ 153,998 | ||
Finite-Lived Intangible Assets, Period Increase (Decrease) | 174,400 | |||
Amortization expense of intangible assets | 12,800 | $ 2,900 | ||
Goodwill, Impairment Loss | $ 8,900 | |||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 8,500 | |||
Tradenames | ||||
Goodwill | ||||
Amortization expense of intangible assets | $ 8,700 |
Goodwill and Other Identified34
Goodwill and Other Identified Intangible Assets (Goodwill by Reportable Segment) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Goodwill | ||
Goodwill | $ 559,004 | $ 559,004 |
Accumulated impairment losses | (405,006) | (405,006) |
Goodwill | 153,998 | 153,998 |
Celebrity Brands | ||
Goodwill | ||
Goodwill | 428,518 | 428,518 |
Accumulated impairment losses | (304,595) | (304,595) |
Goodwill | 123,923 | 123,923 |
Men's Active Lifestyle Group | ||
Goodwill | ||
Goodwill | 116,806 | 116,806 |
Accumulated impairment losses | (89,336) | (89,336) |
Goodwill | 27,470 | 27,470 |
Corporate and Other | ||
Goodwill | ||
Goodwill | 13,680 | 13,680 |
Accumulated impairment losses | (11,075) | (11,075) |
Goodwill | $ 2,605 | $ 2,605 |
Goodwill and Other Identified35
Goodwill and Other Identified Intangible Assets (Finite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2015 | Mar. 31, 2015 | |
Identified intangible assets with finite lives subject to amortization | ||
Gross Carrying Amount | $ 264,574 | $ 88,788 |
Accumulated Amortization | (57,770) | (44,970) |
Net | 206,804 | 43,818 |
Other identified intangible assets not subject to amortization | 6,000 | 180,363 |
Other identified intangibles, net | 212,804 | 224,181 |
Tradenames | ||
Identified intangible assets with finite lives subject to amortization | ||
Gross Carrying Amount | $ 220,527 | 46,166 |
Tradenames | Minimum | ||
Identified intangible assets with finite lives subject to amortization | ||
Range of Lives | 15 years | |
Tradenames | Maximum | ||
Identified intangible assets with finite lives subject to amortization | ||
Range of Lives | 27 years | |
Subscriber lists | ||
Identified intangible assets with finite lives subject to amortization | ||
Gross Carrying Amount | $ 32,702 | 32,702 |
Subscriber lists | Minimum | ||
Identified intangible assets with finite lives subject to amortization | ||
Range of Lives | 3 years | |
Subscriber lists | Maximum | ||
Identified intangible assets with finite lives subject to amortization | ||
Range of Lives | 15 years | |
Customer relationships | ||
Identified intangible assets with finite lives subject to amortization | ||
Gross Carrying Amount | $ 2,300 | 2,300 |
Customer relationships | Minimum | ||
Identified intangible assets with finite lives subject to amortization | ||
Range of Lives | 5 years | |
Customer relationships | Maximum | ||
Identified intangible assets with finite lives subject to amortization | ||
Range of Lives | 10 years | |
Other intangible assets | ||
Identified intangible assets with finite lives subject to amortization | ||
Range of Lives | 3 years | |
Gross Carrying Amount | $ 9,045 | $ 7,620 |
Goodwill and Other Identified36
Goodwill and Other Identified Intangible Assets (Expected Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Fiscal Year 2016 | $ 4,330 | |
Fiscal Year 2017 | 16,200 | |
Fiscal Year 2018 | 15,290 | |
Fiscal Year 2019 | 14,736 | |
Fiscal Year 2020 | 14,501 | |
Thereafter | 141,747 | |
Net | $ 206,804 | $ 43,818 |
Revolving Credit Facility (Deta
Revolving Credit Facility (Details) $ in Thousands | 9 Months Ended | 15 Months Ended | 18 Months Ended | 21 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | Feb. 16, 2016USD ($) | Jan. 30, 2015USD ($) | |
Line of Credit Facility | |||||||
Amount borrowed under the 2010 Revolving Credit Facility | $ 54,400 | $ 57,800 | |||||
Amount repaid under the 2010 Revolving Credit Facility | 50,900 | $ 59,200 | |||||
Debt outstanding | $ 326,500 | ||||||
Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Borrowing capacity less outstanding letters of credits per 2010 Revolving Credit Facillity | $ 35,000 | ||||||
Credit facility commitment represented (percent) | 42.00% | ||||||
Amount borrowed under the 2010 Revolving Credit Facility | $ 54,400 | ||||||
Amount repaid under the 2010 Revolving Credit Facility | 50,900 | ||||||
Available borrowing capacity | 12,400 | ||||||
Line of Credit Facility, Amount Outstanding | 18,200 | ||||||
Letter of Credit | |||||||
Line of Credit Facility | |||||||
Outstanding letter of credit | $ 4,400 | ||||||
Minimum | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Weighted-average effective interest rate under the 2010 Revolving Credit Facility | 8.00% | ||||||
Range of commitment fee the Company is required to pay on the unused portion of the revolving commitment | 0.50% | ||||||
Maximum | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Weighted-average effective interest rate under the 2010 Revolving Credit Facility | 8.25% | ||||||
Range of commitment fee the Company is required to pay on the unused portion of the revolving commitment | 0.75% | ||||||
LIBOR | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Description of variable rate basis | LIBOR | ||||||
Prime rate | Floating base rate | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Description of variable rate basis | prime rate | ||||||
Federal funds effective rate | Floating base rate | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Description of variable rate basis | federal funds effective rate | ||||||
Basis spread on variable rate | 0.50% | ||||||
One month LIBOR | Floating base rate | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Description of variable rate basis | one month LIBOR | ||||||
Variable rate basis, floor rate | 2.00% | ||||||
Basis spread on variable rate | 1.00% | ||||||
Forecasted Covenant Effects | |||||||
Line of Credit Facility | |||||||
First Lien Leverage Ratio Maximum | 4.25 | 4.5 | |||||
Consolidated Leverage Ratio Upper Limit | 5.5 | 5.25 | |||||
Interest Coverage Ratio, Minimum | 1.50 | 1.50 | |||||
Pro-forma Covenant Scenarios | Subsequent Event | |||||||
Line of Credit Facility | |||||||
First Lien Leverage Ratio Maximum | 4 | ||||||
Consolidated Leverage Ratio Upper Limit | 5 | ||||||
First Lien Notes | Pro-forma Covenant Scenarios | Subsequent Event | |||||||
Line of Credit Facility | |||||||
Debt outstanding | $ 250,000 |
Senior Secured Notes Senior Sec
Senior Secured Notes Senior Secured Notes (Details) - USD ($) | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2010 |
Debt Redemption Percentage | |||
Unamortized discount | $ (6,091,000) | ||
Senior secured notes, net | 308,306,000 | $ 309,569,000 | |
Senior Secured Notes | |||
Debt Redemption Percentage | |||
Debt Instrument, Face Amount | 308,306,000 | 309,569,000 | |
Unamortized discount | (6,091,000) | (6,828,000) | |
Senior Notes, Current | 0 | 0 | |
Senior secured notes, net | 308,306,000 | 309,569,000 | |
Senior Secured Notes | First Lien Notes | |||
Debt Redemption Percentage | |||
Debt Instrument, Face Amount | 273,175,000 | 275,175,000 | $ 385,000,000 |
Senior Secured Notes | Second Lien Notes | |||
Debt Redemption Percentage | |||
Debt Instrument, Face Amount | 2,198,000 | 2,198,000 | $ 104,900,000 |
Senior Secured Notes | New Second Lien Notes | |||
Debt Redemption Percentage | |||
Debt Instrument, Face Amount | $ 39,024,000 | $ 39,024,000 |
Senior Secured Notes Schedule o
Senior Secured Notes Schedule of Future Debt Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Debt Disclosure [Abstract] | ||
2,016 | $ 0 | |
2,017 | 0 | |
2,018 | 273,175 | |
2,019 | 2,198 | |
2,020 | 0 | |
Thereafter | 39,024 | |
Total future maturities | 314,397 | |
Unamortized discount | (6,091) | |
Senior secured notes, net | $ 308,306 | $ 309,569 |
Senior Secured Notes Narrative
Senior Secured Notes Narrative and Redemption Schedule (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||||||||
Jan. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | May. 05, 2015 | Mar. 31, 2015 | Jan. 20, 2015 | Sep. 08, 2014 | Feb. 28, 2014 | Oct. 02, 2013 | Jun. 30, 2011 | Dec. 31, 2010 | |
Debt Redemption Percentage | |||||||||||
Paid-in-Kind Interest | $ 0 | $ 4,809,000 | |||||||||
Second Lien Notes | |||||||||||
Debt Redemption Percentage | |||||||||||
Interest rate per annum | 10.00% | ||||||||||
Debt Instrument, Exchange Amount | $ 94,300,000 | ||||||||||
Senior Secured Notes | |||||||||||
Debt Redemption Percentage | |||||||||||
Debt Instrument, Face Amount | 308,306,000 | $ 309,569,000 | |||||||||
Senior Secured Notes | First Lien Notes | |||||||||||
Debt Redemption Percentage | |||||||||||
Debt Instrument, Face Amount | $ 273,175,000 | 275,175,000 | $ 385,000,000 | ||||||||
Interest rate per annum | 11.50% | ||||||||||
Debt Instrument, Repurchased Face Amount | $ 2,000,000 | 55,500,000 | $ 2,300,000 | $ 20,000,000 | |||||||
Redemption price | 105.90% | ||||||||||
Debt Instrument, Exchange Amount | $ 32,000,000 | ||||||||||
Senior Secured Notes | First Lien Notes | 2015 [Member] | |||||||||||
Debt Redemption Percentage | |||||||||||
Redemption price | 102.875% | ||||||||||
Senior Secured Notes | First Lien Notes | 2016 and thereafter [Member] | |||||||||||
Debt Redemption Percentage | |||||||||||
Redemption price | 100.00% | ||||||||||
Senior Secured Notes | Second Lien Notes | |||||||||||
Debt Redemption Percentage | |||||||||||
Debt Instrument, Face Amount | $ 2,198,000 | 2,198,000 | $ 104,900,000 | ||||||||
Interest rate per annum | 13.50% | ||||||||||
Debt Instrument, Repurchased Face Amount | 600,000 | ||||||||||
Debt Instrument, Exchange Amount | $ 7,800,000 | ||||||||||
Senior Secured Notes | Second Lien Notes | 2015 [Member] | |||||||||||
Debt Redemption Percentage | |||||||||||
Redemption price | 103.375% | ||||||||||
Senior Secured Notes | Second Lien Notes | 2016 and thereafter [Member] | |||||||||||
Debt Redemption Percentage | |||||||||||
Redemption price | 100.00% | ||||||||||
Senior Secured Notes | New Second Lien Notes | |||||||||||
Debt Redemption Percentage | |||||||||||
Debt Instrument, Face Amount | $ 39,024,000 | $ 39,024,000 | |||||||||
Interest rate per annum | 7.00% | ||||||||||
Redemption price | 107.00% | ||||||||||
Debt Instrument, Exchange Amount | $ 39,000,000 | ||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 35.00% | ||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Not Redeemed | 65.00% | ||||||||||
Senior Secured Notes | New Second Lien Notes | 2018 [Member] | |||||||||||
Debt Redemption Percentage | |||||||||||
Redemption price | 107.00% | ||||||||||
Senior Secured Notes | New Second Lien Notes | 2019 [Member] | |||||||||||
Debt Redemption Percentage | |||||||||||
Redemption price | 103.50% | ||||||||||
Senior Secured Notes | New Second Lien Notes | 2020 and thereafter [Member] | |||||||||||
Debt Redemption Percentage | |||||||||||
Redemption price | 100.00% |
Fair Value of Financial Instr41
Fair Value of Financial Instruments (Details) - Fair Value, Measurements, Nonrecurring - Senior Secured Notes - Level 2 - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
First Lien Notes | Carrying Amount | ||
Fair Value Disclosure | ||
Debt | $ 273,175 | $ 275,175 |
First Lien Notes | Fair Value | ||
Fair Value Disclosure | ||
Debt | 271,809 | 282,742 |
Second Lien Notes | Carrying Amount | ||
Fair Value Disclosure | ||
Debt | 2,198 | 2,198 |
Second Lien Notes | Fair Value | ||
Fair Value Disclosure | ||
Debt | 2,060 | 2,337 |
New Second Lien Notes | Carrying Amount | ||
Fair Value Disclosure | ||
Debt | 32,933 | 32,196 |
New Second Lien Notes | Fair Value | ||
Fair Value Disclosure | ||
Debt | $ 38,409 | $ 33,655 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) $ in Millions | Mar. 31, 2015USD ($) |
Income Tax Disclosure [Abstract] | |
Valuation allowance | $ 27.1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 9 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2015 | May. 05, 2015 | Mar. 31, 2015 | Feb. 28, 2014 | Jun. 30, 2011 | |
Roxbury Advisory, LLC | ||||||
Related Party Transaction | ||||||
Purchases of services | $ 50,000 | |||||
First Lien Notes | Senior Secured Notes | ||||||
Related Party Transaction | ||||||
Debt Instrument, Repurchased Face Amount | $ 2,000,000 | $ 55,500,000 | $ 2,300,000 | $ 20,000,000 | ||
Revolving Credit Facility | ||||||
Related Party Transaction | ||||||
Credit facility commitment represented (percent) | 42.00% |
Investments in Affiliates and44
Investments in Affiliates and Redeemable Noncontrolling Interests (Investments) (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2013 | Apr. 30, 2005USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | Mar. 31, 2015USD ($)$ / sharesshares | Nov. 18, 2014$ / sharesshares | Dec. 31, 2013USD ($) | Feb. 28, 2013 | |
Schedule of Equity Method Investments, Variable Interest Entities and Subsidiaries | ||||||||||
Net income attributable to the noncontrolling interest | $ 27,000 | $ (7,000) | $ 1,013,000 | $ 1,208,000 | ||||||
Common shares authorized | shares | 100 | 100 | 100 | 100 | ||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Distributions from affiliates | $ 0 | 2,570,000 | ||||||||
Radar Online, LLC | ||||||||||
Schedule of Equity Method Investments, Variable Interest Entities and Subsidiaries | ||||||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | ||||||||
Management fee receivable | $ 2,000,000 | $ 2,000,000 | $ 1,900,000 | |||||||
Mr. Olympia, LLC | Variable Interest Entity, Primary Beneficiary | ||||||||||
Schedule of Equity Method Investments, Variable Interest Entities and Subsidiaries | ||||||||||
Net income attributable to the noncontrolling interest | (1,000,000) | $ (1,300,000) | ||||||||
Mr. Olympia, LLC | Variable Interest Entity, Primary Beneficiary | Co-venturer | Trademarks | ||||||||||
Schedule of Equity Method Investments, Variable Interest Entities and Subsidiaries | ||||||||||
Trademarks licensed from the other limited liabiity company member to joint venture | $ 3,000,000 | |||||||||
Trademarks licensed from the other limited liability company member to joint venture, payment period | 10 years | |||||||||
Mr. Olympia, LLC | Variable Interest Entity, Primary Beneficiary | Put Option | ||||||||||
Schedule of Equity Method Investments, Variable Interest Entities and Subsidiaries | ||||||||||
Put/call option right exercise price | $ 3,000,000 | |||||||||
Mr. Olympia, LLC | Variable Interest Entity, Primary Beneficiary | Call Option | ||||||||||
Schedule of Equity Method Investments, Variable Interest Entities and Subsidiaries | ||||||||||
Put/call option right exercise price | $ 3,000,000 | |||||||||
ZAM | Company | ||||||||||
Schedule of Equity Method Investments, Variable Interest Entities and Subsidiaries | ||||||||||
Joint venture, initial ownership percentage | 51.00% | |||||||||
ZAM | Co-venturer | ||||||||||
Schedule of Equity Method Investments, Variable Interest Entities and Subsidiaries | ||||||||||
Joint venture, initial ownership percentage | 49.00% | |||||||||
Distribution Services, Inc. [Member] | Select Media Services, LLC [Member] | ||||||||||
Schedule of Equity Method Investments, Variable Interest Entities and Subsidiaries | ||||||||||
Subsidiary or Equity Method Investee, Equity Method Investment, Ownership Percentage | 0.275 | |||||||||
Subsidiary or Equity Method Investee, Cash Exchanged for Membership Interest | $ 2,300,000 | |||||||||
Distributions from affiliates | $ 1,700,000 |
Investments in Affiliates and45
Investments in Affiliates and Redeemable Noncontrolling Interests (Redeemable Noncontrolling Interest) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Redeemable Noncontrolling Interest [Roll Forward] | ||||
Balance, beginning of period | $ 4,000 | $ 4,259 | $ 3,000 | $ 3,000 |
Capital distributions | (1,000) | (1,202) | (1,000) | (1,202) |
Net income attributable to noncontrolling interests | 0 | 43 | 1,000 | 1,302 |
Other | 0 | (100) | 0 | (100) |
Balance, end of period | $ 3,000 | $ 3,000 | $ 3,000 | $ 3,000 |
Dispositions (Details)
Dispositions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 39 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2018 | Jan. 30, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 60,000 | |||||
Discontinued Operation, Income (Loss) from Discontinued Operation Disclosures [Abstract] | ||||||
Net revenue | $ 10,540 | $ 38,171 | ||||
Pre-tax income from discontinued operations | 104 | 2,976 | ||||
Income tax provision | 507 | 3,383 | ||||
Loss from discontinued operations, net of income taxes | $ 0 | $ (403) | $ 0 | $ (407) | ||
Scenario, Forecast [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Asset | $ 60,000 | |||||
Business Combination, Contingent Consideration Arrangements, Basis for Amount, Percentage | 40.00% |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Jun. 11, 2010 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Loss Contingency, Damages Sought, Value | $ 470 | ||
Amount of claims filed in Anderson bankruptcy proceedings | $ 5.6 | ||
Approximate amount of claims Anderson could assert against its insiders | $ 340 |
Business Segment Information (S
Business Segment Information (Segment Data) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($)segment | Mar. 31, 2015USD ($) | |||
Segment Data | |||||||
Number of Reportable Segments | segment | 3 | 3 | |||||
Operating revenues | $ 55,144 | $ 60,145 | $ 173,184 | $ 184,955 | |||
Operating income (loss) | 5,869 | 6,427 | 19,890 | (9,974) | |||
Depreciation and amortization | 6,513 | 3,947 | 19,858 | 9,985 | |||
Impairment of goodwill and intangible assets | 0 | 0 | 0 | 18,458 | |||
Amortization of deferred rack costs | 3,852 | 4,249 | |||||
Total Assets | 423,529 | 423,529 | $ 466,025 | ||||
Celebrity Brands | |||||||
Segment Data | |||||||
Operating revenues | 41,943 | 45,506 | 125,877 | 135,116 | |||
Operating income (loss) | 14,846 | 18,275 | 43,437 | 49,026 | |||
Depreciation and amortization | 3,292 | 409 | 9,861 | 1,366 | |||
Amortization of deferred rack costs | 1,129 | 1,337 | 3,809 | 3,923 | |||
Total Assets | 315,520 | 315,520 | 330,850 | ||||
Men's Active Lifestyle Group | |||||||
Segment Data | |||||||
Operating revenues | 11,396 | 12,325 | 43,093 | 44,973 | |||
Operating income (loss) | 2,387 | 2,191 | 10,911 | (7,682) | [1] | ||
Depreciation and amortization | 964 | 912 | 2,891 | 1,440 | |||
Impairment of goodwill and intangible assets | 0 | 0 | 0 | 17,403 | |||
Amortization of deferred rack costs | 20 | 18 | 43 | 46 | |||
Total Assets | 79,625 | 79,625 | 86,775 | ||||
Corporate and Other | |||||||
Segment Data | |||||||
Operating revenues | 1,805 | 2,314 | 4,214 | 4,866 | |||
Operating income (loss) | (11,364) | (14,039) | (34,458) | (51,318) | |||
Depreciation and amortization | 2,257 | 2,626 | 7,106 | 7,179 | |||
Impairment of goodwill and intangible assets | 0 | 0 | 0 | 1,055 | |||
Total Assets | [2] | 28,384 | 28,384 | $ 48,400 | |||
Continuing Operations | |||||||
Segment Data | |||||||
Amortization of deferred rack costs | $ 1,149 | $ 1,355 | $ 3,852 | $ 3,969 | |||
[1] | Includes impairment charge of $17.4 million to reduce the carrying value of goodwill and tradenames during the nine months ended December 31, 2014. See Note 3, "Goodwill and Other Identified Intangible Assets" for further discussion. | ||||||
[2] | Amounts are primarily comprised of inventories, prepaid expenses, property and equipment, deferred debt costs and certain other assets. |
Business Segment Information (G
Business Segment Information (Geographic Data) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($)geographic_area | Dec. 31, 2014USD ($) | Mar. 31, 2015USD ($) | |
Geographic Data | |||||
Number of geographic areas the Company operates in | geographic_area | 2 | ||||
Operating revenues | $ 55,144 | $ 60,145 | $ 173,184 | $ 184,955 | |
Assets | 423,529 | 423,529 | $ 466,025 | ||
United States of America | |||||
Geographic Data | |||||
Operating revenues | 53,876 | 57,698 | 168,780 | 176,715 | |
Assets | 416,725 | 416,725 | 458,197 | ||
Europe | |||||
Geographic Data | |||||
Operating revenues | 1,268 | $ 2,447 | 4,404 | $ 8,240 | |
Assets | $ 6,804 | $ 6,804 | $ 7,828 |
Capital Structure Capital Struc
Capital Structure Capital Structure (Details) - $ / shares | Dec. 31, 2015 | Mar. 31, 2015 | Nov. 18, 2014 |
Equity [Abstract] | |||
Common stock, shares authorized | 100 | 100 | 100 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 100 | 100 |
Supplement Condensed Consolid51
Supplement Condensed Consolidating Financial Information (Balance Sheet) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 |
CURRENT ASSETS: | ||||||
Cash and cash equivalents | $ 922 | $ 3,452 | $ 3,078 | $ 3,030 | ||
Trade receivables, net of allowance for doubtful accounts of $3,081 and $3,281, respectively ($1 related to VIEs) | 19,577 | 39,412 | ||||
Inventories ($0 and $95 related to VIEs, respectively) | 834 | 873 | ||||
Prepaid expenses and other current assets ($197 and $198 related to VIEs, respectively) | 11,800 | 11,356 | ||||
Total current assets | 33,133 | 55,093 | ||||
PROPERTY AND EQUIPMENT, NET: | ||||||
Leasehold improvements | 3,748 | 3,801 | ||||
Furniture, fixtures and equipment | 41,120 | 43,979 | ||||
Less – accumulated depreciation | (33,971) | (30,230) | ||||
Total property and equipment, net ($15 and $25 related to VIEs, respectively) | 10,897 | 17,550 | ||||
OTHER ASSETS: | ||||||
Deferred debt costs, net | 4,560 | 6,383 | ||||
Deferred rack costs, net | 3,888 | 4,824 | ||||
Investments in affiliates | 1,419 | 803 | ||||
Other long-term assets | 2,830 | 3,193 | ||||
Due from affiliates | 0 | 0 | ||||
Total other assets | 12,697 | 15,203 | ||||
GOODWILL AND OTHER IDENTIFIED INTANGIBLE ASSETS: | ||||||
Goodwill | 153,998 | 153,998 | ||||
Other identified intangibles, net | 212,804 | 224,181 | ||||
Total goodwill and other identified intangible assets, net | 366,802 | 378,179 | ||||
TOTAL ASSETS | 423,529 | 466,025 | ||||
CURRENT LIABILITIES: | ||||||
Accounts payable ($19 and $43 related to VIEs, respectively) | 9,787 | 15,781 | ||||
Accrued expenses and other liabilities ($0 and $194 related to VIEs, respectively) | 29,381 | 44,015 | ||||
Accrued interest | 2,831 | 10,075 | ||||
Deferred revenues ($0 and $589 related to VIEs, respectively) | 25,618 | 26,734 | ||||
Total current liabilities | 67,617 | 96,605 | ||||
NON-CURRENT LIABILITIES: | ||||||
Senior secured notes, net | 308,306 | 309,569 | ||||
Revolving credit facility | 18,200 | 14,700 | ||||
Other non-current liabilities | 8,239 | 8,352 | ||||
Deferred income taxes | 35,584 | 70,747 | ||||
Due to affiliates | 0 | 0 | ||||
Total liabilities | 437,946 | 499,973 | ||||
Redeemable noncontrolling interest | 3,000 | $ 4,000 | 3,000 | 3,000 | $ 4,259 | 3,000 |
STOCKHOLDER'S DEFICIT (EQUITY): | ||||||
Total stockholders' deficit | (17,417) | (36,948) | (41,841) | (131,973) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 423,529 | 466,025 | ||||
Parent | ||||||
CURRENT ASSETS: | ||||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | ||
Trade receivables, net of allowance for doubtful accounts of $3,081 and $3,281, respectively ($1 related to VIEs) | 0 | 0 | ||||
Inventories ($0 and $95 related to VIEs, respectively) | 0 | 0 | ||||
Prepaid expenses and other current assets ($197 and $198 related to VIEs, respectively) | 0 | 0 | ||||
Total current assets | 0 | 0 | ||||
PROPERTY AND EQUIPMENT, NET: | ||||||
Leasehold improvements | 0 | 0 | ||||
Furniture, fixtures and equipment | 0 | 0 | ||||
Less – accumulated depreciation | 0 | 0 | ||||
Total property and equipment, net ($15 and $25 related to VIEs, respectively) | 0 | 0 | ||||
OTHER ASSETS: | ||||||
Deferred debt costs, net | 4,560 | 6,383 | ||||
Deferred rack costs, net | 0 | 0 | ||||
Investments in affiliates | 545,140 | 587,126 | ||||
Other long-term assets | 57,794 | 0 | ||||
Due from affiliates | 0 | 0 | ||||
Total other assets | 607,494 | 593,509 | ||||
GOODWILL AND OTHER IDENTIFIED INTANGIBLE ASSETS: | ||||||
Goodwill | 0 | 0 | ||||
Other identified intangibles, net | 0 | 0 | ||||
Total goodwill and other identified intangible assets, net | 0 | 0 | ||||
TOTAL ASSETS | 607,494 | 593,509 | ||||
CURRENT LIABILITIES: | ||||||
Accounts payable ($19 and $43 related to VIEs, respectively) | 0 | 0 | ||||
Accrued expenses and other liabilities ($0 and $194 related to VIEs, respectively) | 0 | 0 | ||||
Accrued interest | 2,831 | 10,075 | ||||
Deferred revenues ($0 and $589 related to VIEs, respectively) | 0 | 0 | ||||
Total current liabilities | 2,831 | 10,075 | ||||
NON-CURRENT LIABILITIES: | ||||||
Senior secured notes, net | 308,306 | 309,569 | ||||
Revolving credit facility | 18,200 | 14,700 | ||||
Other non-current liabilities | 0 | 0 | ||||
Deferred income taxes | 0 | 0 | ||||
Due to affiliates | 295,574 | 296,113 | ||||
Total liabilities | 624,911 | 630,457 | ||||
Redeemable noncontrolling interest | 0 | 0 | ||||
STOCKHOLDER'S DEFICIT (EQUITY): | ||||||
Total stockholders' deficit | (17,417) | (36,948) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 607,494 | 593,509 | ||||
Guarantors | ||||||
CURRENT ASSETS: | ||||||
Cash and cash equivalents | 97 | 1,040 | 92 | 415 | ||
Trade receivables, net of allowance for doubtful accounts of $3,081 and $3,281, respectively ($1 related to VIEs) | 19,186 | 38,058 | ||||
Inventories ($0 and $95 related to VIEs, respectively) | 813 | 739 | ||||
Prepaid expenses and other current assets ($197 and $198 related to VIEs, respectively) | 16,872 | 16,207 | ||||
Total current assets | 36,968 | 56,044 | ||||
PROPERTY AND EQUIPMENT, NET: | ||||||
Leasehold improvements | 3,748 | 3,801 | ||||
Furniture, fixtures and equipment | 41,080 | 43,189 | ||||
Less – accumulated depreciation | (33,946) | (29,465) | ||||
Total property and equipment, net ($15 and $25 related to VIEs, respectively) | 10,882 | 17,525 | ||||
OTHER ASSETS: | ||||||
Deferred debt costs, net | 0 | 0 | ||||
Deferred rack costs, net | 3,888 | 4,824 | ||||
Investments in affiliates | (497) | 224 | ||||
Other long-term assets | 2,830 | 3,193 | ||||
Due from affiliates | 299,714 | 300,246 | ||||
Total other assets | 305,935 | 308,487 | ||||
GOODWILL AND OTHER IDENTIFIED INTANGIBLE ASSETS: | ||||||
Goodwill | 149,488 | 149,488 | ||||
Other identified intangibles, net | 206,804 | 218,181 | ||||
Total goodwill and other identified intangible assets, net | 356,292 | 367,669 | ||||
TOTAL ASSETS | 710,077 | 749,725 | ||||
CURRENT LIABILITIES: | ||||||
Accounts payable ($19 and $43 related to VIEs, respectively) | 9,762 | 15,434 | ||||
Accrued expenses and other liabilities ($0 and $194 related to VIEs, respectively) | 24,062 | 104,580 | ||||
Accrued interest | 0 | 0 | ||||
Deferred revenues ($0 and $589 related to VIEs, respectively) | 25,506 | 25,718 | ||||
Total current liabilities | 59,330 | 145,732 | ||||
NON-CURRENT LIABILITIES: | ||||||
Senior secured notes, net | 0 | 0 | ||||
Revolving credit facility | 0 | 0 | ||||
Other non-current liabilities | 8,239 | 8,352 | ||||
Deferred income taxes | 99,105 | 10,250 | ||||
Due to affiliates | 0 | 0 | ||||
Total liabilities | 166,674 | 164,334 | ||||
Redeemable noncontrolling interest | 0 | 0 | ||||
STOCKHOLDER'S DEFICIT (EQUITY): | ||||||
Total stockholders' deficit | 543,403 | 585,391 | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 710,077 | 749,725 | ||||
Non Guarantors | ||||||
CURRENT ASSETS: | ||||||
Cash and cash equivalents | 825 | 2,412 | 2,986 | 2,615 | ||
Trade receivables, net of allowance for doubtful accounts of $3,081 and $3,281, respectively ($1 related to VIEs) | 391 | 1,354 | ||||
Inventories ($0 and $95 related to VIEs, respectively) | 21 | 134 | ||||
Prepaid expenses and other current assets ($197 and $198 related to VIEs, respectively) | 415 | 636 | ||||
Total current assets | 1,652 | 4,536 | ||||
PROPERTY AND EQUIPMENT, NET: | ||||||
Leasehold improvements | 0 | 0 | ||||
Furniture, fixtures and equipment | 40 | 790 | ||||
Less – accumulated depreciation | (25) | (765) | ||||
Total property and equipment, net ($15 and $25 related to VIEs, respectively) | 15 | 25 | ||||
OTHER ASSETS: | ||||||
Deferred debt costs, net | 0 | 0 | ||||
Deferred rack costs, net | 0 | 0 | ||||
Investments in affiliates | 0 | 0 | ||||
Other long-term assets | 0 | 0 | ||||
Due from affiliates | 0 | 0 | ||||
Total other assets | 0 | 0 | ||||
GOODWILL AND OTHER IDENTIFIED INTANGIBLE ASSETS: | ||||||
Goodwill | 4,510 | 4,510 | ||||
Other identified intangibles, net | 6,000 | 6,000 | ||||
Total goodwill and other identified intangible assets, net | 10,510 | 10,510 | ||||
TOTAL ASSETS | 12,177 | 15,071 | ||||
CURRENT LIABILITIES: | ||||||
Accounts payable ($19 and $43 related to VIEs, respectively) | 25 | 347 | ||||
Accrued expenses and other liabilities ($0 and $194 related to VIEs, respectively) | 5,319 | 5,393 | ||||
Accrued interest | 0 | 0 | ||||
Deferred revenues ($0 and $589 related to VIEs, respectively) | 112 | 1,016 | ||||
Total current liabilities | 5,456 | 6,756 | ||||
NON-CURRENT LIABILITIES: | ||||||
Senior secured notes, net | 0 | 0 | ||||
Revolving credit facility | 0 | 0 | ||||
Other non-current liabilities | 0 | 0 | ||||
Deferred income taxes | (240) | 26 | ||||
Due to affiliates | 4,140 | 4,133 | ||||
Total liabilities | 9,356 | 10,915 | ||||
Redeemable noncontrolling interest | 3,000 | 3,000 | ||||
STOCKHOLDER'S DEFICIT (EQUITY): | ||||||
Total stockholders' deficit | (179) | 1,156 | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 12,177 | 15,071 | ||||
Eliminations | ||||||
CURRENT ASSETS: | ||||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 | ||
Trade receivables, net of allowance for doubtful accounts of $3,081 and $3,281, respectively ($1 related to VIEs) | 0 | 0 | ||||
Inventories ($0 and $95 related to VIEs, respectively) | 0 | 0 | ||||
Prepaid expenses and other current assets ($197 and $198 related to VIEs, respectively) | (5,487) | (5,487) | ||||
Total current assets | (5,487) | (5,487) | ||||
PROPERTY AND EQUIPMENT, NET: | ||||||
Leasehold improvements | 0 | 0 | ||||
Furniture, fixtures and equipment | 0 | 0 | ||||
Less – accumulated depreciation | 0 | 0 | ||||
Total property and equipment, net ($15 and $25 related to VIEs, respectively) | 0 | 0 | ||||
OTHER ASSETS: | ||||||
Deferred debt costs, net | 0 | 0 | ||||
Deferred rack costs, net | 0 | 0 | ||||
Investments in affiliates | (543,224) | (586,547) | ||||
Other long-term assets | (57,794) | 0 | ||||
Due from affiliates | (299,714) | (300,246) | ||||
Total other assets | (900,732) | (886,793) | ||||
GOODWILL AND OTHER IDENTIFIED INTANGIBLE ASSETS: | ||||||
Goodwill | 0 | 0 | ||||
Other identified intangibles, net | 0 | 0 | ||||
Total goodwill and other identified intangible assets, net | 0 | 0 | ||||
TOTAL ASSETS | (906,219) | (892,280) | ||||
CURRENT LIABILITIES: | ||||||
Accounts payable ($19 and $43 related to VIEs, respectively) | 0 | 0 | ||||
Accrued expenses and other liabilities ($0 and $194 related to VIEs, respectively) | 0 | (65,958) | ||||
Accrued interest | 0 | 0 | ||||
Deferred revenues ($0 and $589 related to VIEs, respectively) | 0 | 0 | ||||
Total current liabilities | 0 | (65,958) | ||||
NON-CURRENT LIABILITIES: | ||||||
Senior secured notes, net | 0 | 0 | ||||
Revolving credit facility | 0 | 0 | ||||
Other non-current liabilities | 0 | 0 | ||||
Deferred income taxes | (63,281) | 60,471 | ||||
Due to affiliates | (299,714) | (300,246) | ||||
Total liabilities | (362,995) | (305,733) | ||||
Redeemable noncontrolling interest | 0 | 0 | ||||
STOCKHOLDER'S DEFICIT (EQUITY): | ||||||
Total stockholders' deficit | (543,224) | (586,547) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ (906,219) | $ (892,280) |
Supplement Condensed Consolid52
Supplement Condensed Consolidating Financial Information (Statement of Income (Loss) and Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
OPERATING REVENUES: | ||||
Circulation | $ 38,191 | $ 43,982 | $ 112,438 | $ 127,003 |
Advertising | 15,693 | 15,711 | 49,578 | 47,211 |
Other | 1,260 | 452 | 11,168 | 10,741 |
Total operating revenues | 55,144 | 60,145 | 173,184 | 184,955 |
OPERATING EXPENSES: | ||||
Editorial | 5,480 | 6,193 | 18,645 | 21,177 |
Production | 12,475 | 14,784 | 42,256 | 51,329 |
Distribution, circulation and other costs | 8,908 | 9,577 | 26,582 | 29,767 |
Selling, general and administrative | 15,899 | 19,217 | 45,953 | 64,213 |
Depreciation and amortization | 6,513 | 3,947 | 19,858 | 9,985 |
Impairment of goodwill and intangible assets | 0 | 0 | 0 | 18,458 |
Total operating expenses | 49,275 | 53,718 | 153,294 | 194,929 |
OPERATING INCOME (LOSS) | 5,869 | 6,427 | 19,890 | (9,974) |
OTHER EXPENSES: | ||||
Interest expense | (9,608) | (11,468) | (29,308) | (39,267) |
Amortization of deferred debt costs | (887) | (487) | (2,603) | (2,544) |
Other income (expense) | 0 | 3,479 | (39) | 3,778 |
Total other expenses, net | (10,495) | (8,476) | (31,950) | (38,033) |
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (4,626) | (2,049) | (12,060) | (48,007) |
INCOME TAX BENEFIT | (2,338) | (12,405) | (32,642) | (17,552) |
EQUITY (LOSSES) IN EARNINGS OF CONSOLIDATED SUBSIDIARIES | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) FROM CONTINUING OPERATIONS | (2,288) | 10,356 | 20,582 | (30,455) |
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES | 0 | (403) | 0 | (407) |
NET INCOME (LOSS) | (2,288) | 9,953 | 20,582 | (30,862) |
LESS: NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (27) | 7 | (1,013) | (1,208) |
NET INCOME (LOSS) ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES | (2,315) | 9,960 | 19,569 | (32,070) |
Comprehensive Income (Loss) | ||||
NET INCOME (LOSS) | (2,288) | 9,953 | 20,582 | (30,862) |
Foreign currency translation adjustment | (37) | (63) | (38) | (111) |
Comprehensive income (loss) | (2,325) | 9,890 | 20,544 | (30,973) |
Less: comprehensive (income) loss attributable to noncontrolling interests | (27) | 7 | (1,013) | (1,208) |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES | (2,352) | 9,897 | 19,531 | (32,181) |
Parent | ||||
OPERATING REVENUES: | ||||
Circulation | 0 | 0 | 0 | 0 |
Advertising | 0 | 0 | 0 | 0 |
Other | 0 | 0 | 0 | 0 |
Total operating revenues | 0 | 0 | 0 | 0 |
OPERATING EXPENSES: | ||||
Editorial | 0 | 0 | 0 | 0 |
Production | 0 | 0 | 0 | 0 |
Distribution, circulation and other costs | 0 | 0 | 0 | 0 |
Selling, general and administrative | 0 | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Impairment of goodwill and intangible assets | 0 | |||
Total operating expenses | 0 | 0 | 0 | 0 |
OPERATING INCOME (LOSS) | 0 | 0 | 0 | 0 |
OTHER EXPENSES: | ||||
Interest expense | (9,169) | (11,463) | (27,938) | (39,203) |
Amortization of deferred debt costs | (887) | (487) | (2,603) | (2,544) |
Other income (expense) | 0 | 0 | 0 | 0 |
Total other expenses, net | (10,056) | (11,950) | (30,541) | (41,747) |
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (10,056) | (11,950) | (30,541) | (41,747) |
INCOME TAX BENEFIT | 6,054 | 0 | (33,687) | 0 |
EQUITY (LOSSES) IN EARNINGS OF CONSOLIDATED SUBSIDIARIES | 13,795 | 21,910 | 16,423 | 9,677 |
NET INCOME (LOSS) FROM CONTINUING OPERATIONS | (2,315) | 9,960 | 19,569 | (32,070) |
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) | (2,315) | 9,960 | 19,569 | (32,070) |
LESS: NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES | (2,315) | 9,960 | 19,569 | (32,070) |
Comprehensive Income (Loss) | ||||
NET INCOME (LOSS) | (2,315) | 9,960 | 19,569 | (32,070) |
Foreign currency translation adjustment | 0 | 0 | 0 | 0 |
Comprehensive income (loss) | (2,315) | 9,960 | 19,569 | (32,070) |
Less: comprehensive (income) loss attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES | (2,315) | 9,960 | 19,569 | (32,070) |
Guarantors | ||||
OPERATING REVENUES: | ||||
Circulation | 38,082 | 43,099 | 112,183 | 123,385 |
Advertising | 15,693 | 14,341 | 49,578 | 42,928 |
Other | 904 | 327 | 3,981 | 3,637 |
Total operating revenues | 54,679 | 57,767 | 165,742 | 169,950 |
OPERATING EXPENSES: | ||||
Editorial | 5,276 | 5,885 | 18,050 | 19,937 |
Production | 12,132 | 14,128 | 38,279 | 45,323 |
Distribution, circulation and other costs | 8,866 | 9,138 | 26,451 | 28,060 |
Selling, general and administrative | 15,969 | 18,641 | 45,413 | 62,063 |
Depreciation and amortization | 6,510 | 3,924 | 19,848 | 9,918 |
Impairment of goodwill and intangible assets | 18,458 | |||
Total operating expenses | 48,753 | 51,716 | 148,041 | 183,759 |
OPERATING INCOME (LOSS) | 5,926 | 6,051 | 17,701 | (13,809) |
OTHER EXPENSES: | ||||
Interest expense | (438) | (3) | (1,321) | (31) |
Amortization of deferred debt costs | 0 | 0 | 0 | 0 |
Other income (expense) | 0 | 3,479 | 1 | 3,778 |
Total other expenses, net | (438) | 3,476 | (1,320) | 3,747 |
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 5,488 | 9,527 | 16,381 | (10,062) |
INCOME TAX BENEFIT | (8,510) | (12,491) | 744 | (17,858) |
EQUITY (LOSSES) IN EARNINGS OF CONSOLIDATED SUBSIDIARIES | (187) | 250 | (1,298) | 985 |
NET INCOME (LOSS) FROM CONTINUING OPERATIONS | 13,811 | 22,268 | 14,339 | 8,781 |
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES | 0 | (403) | 0 | (407) |
NET INCOME (LOSS) | 13,811 | 21,865 | 14,339 | 8,374 |
LESS: NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES | 13,811 | 21,865 | 14,339 | 8,374 |
Comprehensive Income (Loss) | ||||
NET INCOME (LOSS) | 13,811 | 21,865 | 14,339 | 8,374 |
Foreign currency translation adjustment | 0 | 0 | 0 | 0 |
Comprehensive income (loss) | 13,811 | 21,865 | 14,339 | 8,374 |
Less: comprehensive (income) loss attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES | 13,811 | 21,865 | 14,339 | 8,374 |
Non Guarantors | ||||
OPERATING REVENUES: | ||||
Circulation | 109 | 883 | 255 | 3,618 |
Advertising | 0 | 1,370 | 0 | 4,283 |
Other | 356 | 125 | 7,187 | 7,104 |
Total operating revenues | 465 | 2,378 | 7,442 | 15,005 |
OPERATING EXPENSES: | ||||
Editorial | 204 | 308 | 595 | 1,240 |
Production | 343 | 656 | 3,977 | 6,006 |
Distribution, circulation and other costs | 42 | 439 | 131 | 1,707 |
Selling, general and administrative | (70) | 576 | 540 | 2,150 |
Depreciation and amortization | 3 | 23 | 10 | 67 |
Impairment of goodwill and intangible assets | 0 | |||
Total operating expenses | 522 | 2,002 | 5,253 | 11,170 |
OPERATING INCOME (LOSS) | (57) | 376 | 2,189 | 3,835 |
OTHER EXPENSES: | ||||
Interest expense | (1) | (2) | (49) | (33) |
Amortization of deferred debt costs | 0 | 0 | 0 | 0 |
Other income (expense) | 0 | 0 | (40) | 0 |
Total other expenses, net | (1) | (2) | (89) | (33) |
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (58) | 374 | 2,100 | 3,802 |
INCOME TAX BENEFIT | 118 | 86 | 301 | 306 |
EQUITY (LOSSES) IN EARNINGS OF CONSOLIDATED SUBSIDIARIES | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) FROM CONTINUING OPERATIONS | (176) | 288 | 1,799 | 3,496 |
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) | (176) | 288 | 1,799 | 3,496 |
LESS: NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (27) | 7 | (1,013) | (1,208) |
NET INCOME (LOSS) ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES | (203) | 295 | 786 | 2,288 |
Comprehensive Income (Loss) | ||||
NET INCOME (LOSS) | (176) | 288 | 1,799 | 3,496 |
Foreign currency translation adjustment | (37) | (63) | (38) | (111) |
Comprehensive income (loss) | (213) | 225 | 1,761 | 3,385 |
Less: comprehensive (income) loss attributable to noncontrolling interests | (27) | 7 | (1,013) | (1,208) |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES | (240) | 232 | 748 | 2,177 |
Eliminations | ||||
OPERATING REVENUES: | ||||
Circulation | 0 | 0 | 0 | 0 |
Advertising | 0 | 0 | 0 | 0 |
Other | 0 | 0 | 0 | 0 |
Total operating revenues | 0 | 0 | 0 | 0 |
OPERATING EXPENSES: | ||||
Editorial | 0 | 0 | 0 | 0 |
Production | 0 | 0 | 0 | 0 |
Distribution, circulation and other costs | 0 | 0 | 0 | 0 |
Selling, general and administrative | 0 | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Impairment of goodwill and intangible assets | 0 | |||
Total operating expenses | 0 | 0 | 0 | 0 |
OPERATING INCOME (LOSS) | 0 | 0 | 0 | 0 |
OTHER EXPENSES: | ||||
Interest expense | 0 | 0 | 0 | 0 |
Amortization of deferred debt costs | 0 | 0 | 0 | 0 |
Other income (expense) | 0 | 0 | 0 | 0 |
Total other expenses, net | 0 | 0 | 0 | 0 |
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 0 | 0 | 0 | 0 |
INCOME TAX BENEFIT | 0 | 0 | 0 | 0 |
EQUITY (LOSSES) IN EARNINGS OF CONSOLIDATED SUBSIDIARIES | (13,608) | (22,160) | (15,125) | (10,662) |
NET INCOME (LOSS) FROM CONTINUING OPERATIONS | (13,608) | (22,160) | (15,125) | (10,662) |
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) | (13,608) | (22,160) | (15,125) | (10,662) |
LESS: NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES | (13,608) | (22,160) | (15,125) | (10,662) |
Comprehensive Income (Loss) | ||||
NET INCOME (LOSS) | (13,608) | (22,160) | (15,125) | (10,662) |
Foreign currency translation adjustment | 0 | 0 | 0 | 0 |
Comprehensive income (loss) | (13,608) | (22,160) | (15,125) | (10,662) |
Less: comprehensive (income) loss attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO AMERICAN MEDIA, INC. AND SUBSIDIARIES | $ (13,608) | $ (22,160) | $ (15,125) | $ (10,662) |
Supplement Condensed Consolid53
Supplement Condensed Consolidating Financial Information (Statement of Cash Flows) (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Flows from Operating Activities: | ||
Net cash (used in) provided by operating activities | $ (802,000) | $ 3,715,000 |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (500,000) | (6,659,000) |
Purchases of intangible assets | (1,334,000) | (2,520,000) |
Proceeds from sale of assets | 24,000 | 3,009,000 |
Distributions from affiliates | 0 | 2,570,000 |
Due from affiliates | 0 | 0 |
Other | 0 | 0 |
Net cash used in investing activities | (1,810,000) | (3,600,000) |
Cash Flows from Financing Activities: | ||
Proceeds from revolving credit facility | 54,400,000 | 57,800,000 |
Repayments to revolving credit facility | (50,900,000) | (59,200,000) |
Proceeds from issuance of senior secured notes | 0 | 12,500,000 |
Senior secured notes repurchases | (2,000,000) | (5,975,000) |
Capital contribution | 0 | 573,000 |
Costs incurred in restructuring | 0 | (4,315,000) |
Redemption premium payment | (118,000) | 0 |
Payment of debt costs | (43,000) | 0 |
Payments to noncontrolling interest holders of Olympia | (1,150,000) | (1,202,000) |
Due to affiliates | 0 | 0 |
Net cash provided by financing activities | 189,000 | 181,000 |
Effect of exchange rate changes on cash | (107,000) | (248,000) |
Net (decrease) increase in cash and cash equivalents | (2,530,000) | 48,000 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 3,452,000 | 3,030,000 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 922,000 | 3,078,000 |
Parent | ||
Cash Flows from Operating Activities: | ||
Net cash (used in) provided by operating activities | (34,484,000) | (40,216,000) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | 0 | 0 |
Purchases of intangible assets | 0 | 0 |
Proceeds from sale of assets | 0 | 0 |
Distributions from affiliates | 0 | |
Due from affiliates | 0 | 0 |
Other | 0 | 0 |
Net cash used in investing activities | 0 | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from revolving credit facility | 54,400,000 | 57,800,000 |
Repayments to revolving credit facility | (50,900,000) | (59,200,000) |
Proceeds from issuance of senior secured notes | 12,500,000 | |
Senior secured notes repurchases | (2,000,000) | (5,975,000) |
Capital contribution | 573,000 | |
Costs incurred in restructuring | (4,315,000) | |
Redemption premium payment | (118,000) | |
Payment of debt costs | (43,000) | |
Payments to noncontrolling interest holders of Olympia | 0 | 0 |
Due to affiliates | 33,145,000 | 38,833,000 |
Net cash provided by financing activities | 34,484,000 | 40,216,000 |
Effect of exchange rate changes on cash | 0 | 0 |
Net (decrease) increase in cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 0 |
Guarantors | ||
Cash Flows from Operating Activities: | ||
Net cash (used in) provided by operating activities | 34,119,000 | 42,358,000 |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (500,000) | (6,659,000) |
Purchases of intangible assets | (1,334,000) | (2,520,000) |
Proceeds from sale of assets | 24,000 | 3,009,000 |
Distributions from affiliates | 2,570,000 | |
Due from affiliates | (33,145,000) | (38,833,000) |
Other | 0 | 0 |
Net cash used in investing activities | (34,955,000) | (42,433,000) |
Cash Flows from Financing Activities: | ||
Proceeds from revolving credit facility | 0 | 0 |
Repayments to revolving credit facility | 0 | 0 |
Proceeds from issuance of senior secured notes | 0 | |
Senior secured notes repurchases | 0 | 0 |
Capital contribution | 0 | |
Costs incurred in restructuring | 0 | |
Redemption premium payment | 0 | |
Payment of debt costs | 0 | |
Payments to noncontrolling interest holders of Olympia | 0 | 0 |
Due to affiliates | 0 | 0 |
Net cash provided by financing activities | 0 | 0 |
Effect of exchange rate changes on cash | (107,000) | (248,000) |
Net (decrease) increase in cash and cash equivalents | (943,000) | (323,000) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,040,000 | 415,000 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 97,000 | 92,000 |
Non Guarantors | ||
Cash Flows from Operating Activities: | ||
Net cash (used in) provided by operating activities | (437,000) | 1,573,000 |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | 0 | 0 |
Purchases of intangible assets | 0 | 0 |
Proceeds from sale of assets | 0 | 0 |
Distributions from affiliates | 0 | |
Due from affiliates | 0 | 0 |
Other | 0 | 0 |
Net cash used in investing activities | 0 | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from revolving credit facility | 0 | 0 |
Repayments to revolving credit facility | 0 | 0 |
Proceeds from issuance of senior secured notes | 0 | |
Senior secured notes repurchases | 0 | 0 |
Capital contribution | 0 | |
Costs incurred in restructuring | 0 | |
Redemption premium payment | 0 | |
Payment of debt costs | 0 | |
Payments to noncontrolling interest holders of Olympia | (1,150,000) | (1,202,000) |
Due to affiliates | 0 | 0 |
Net cash provided by financing activities | (1,150,000) | (1,202,000) |
Effect of exchange rate changes on cash | 0 | 0 |
Net (decrease) increase in cash and cash equivalents | (1,587,000) | 371,000 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 2,412,000 | 2,615,000 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 825,000 | 2,986,000 |
Eliminations | ||
Cash Flows from Operating Activities: | ||
Net cash (used in) provided by operating activities | 0 | 0 |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | 0 | 0 |
Purchases of intangible assets | 0 | 0 |
Proceeds from sale of assets | 0 | 0 |
Distributions from affiliates | 0 | |
Due from affiliates | 33,145,000 | 38,833,000 |
Other | 0 | 0 |
Net cash used in investing activities | 33,145,000 | 38,833,000 |
Cash Flows from Financing Activities: | ||
Proceeds from revolving credit facility | 0 | 0 |
Repayments to revolving credit facility | 0 | 0 |
Proceeds from issuance of senior secured notes | 0 | |
Senior secured notes repurchases | 0 | 0 |
Capital contribution | 0 | |
Costs incurred in restructuring | 0 | |
Redemption premium payment | 0 | |
Payment of debt costs | 0 | |
Payments to noncontrolling interest holders of Olympia | 0 | 0 |
Due to affiliates | (33,145,000) | (38,833,000) |
Net cash provided by financing activities | (33,145,000) | (38,833,000) |
Effect of exchange rate changes on cash | 0 | 0 |
Net (decrease) increase in cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 0 | $ 0 |