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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 29, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-10784
AMERICAN MEDIA, INC.
----------------------------------------------------------
(EXACT NAME OF THE REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 65-0203383
(State or other jurisdiction (IRS Employee
of incorporation or organization) Identification No.)
600 East Coast Avenue, Lantana, Florida 33464-0002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (561) 540-1000
American Media, Inc. (1) HAS FILED all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months, and (2) HAS BEEN subject to such filing requirements for the past 90
days.
As of November 7, 1997 there were 21,642,294 shares of Class A Common Stock and
20,702,005 shares of Class C Common Stock outstanding.
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AMERICAN MEDIA, INC. AND SUBSIDIARY
INDEX TO FORM 10Q
SEPTEMBER 29, 1997
PART I. FINANCIAL INFORMATION
Pages
-----
Item 1. Financial Statements -
Consolidated Balance Sheets ................................................................ 3
Consolidated Statements of Income .......................................................... 4
Consolidated Statements of Cash Flows ...................................................... 5
Notes to Consolidated Financial Statements ................................................. 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ................................................ 8-10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ................................................... 11
Signature................................................................................... 12
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AMERICAN MEDIA, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 29 AND MARCH 31, 1997
(IN 000'S, EXCEPT PER SHARE INFORMATION)
SEPTEMBER 29 MARCH 31
------------ ---------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 7,327 $ 8,230
Receivables, net 5,672 8,190
Inventories 11,304 13,391
Prepaid expenses and other 3,582 2,719
--------- ---------
Total current assets 27,885 32,530
--------- ---------
PROPERTY AND EQUIPMENT, at cost:
Land and buildings 4,039 4,039
Machinery, fixtures and equipment 17,408 16,159
Display racks 18,429 18,854
--------- ---------
39,876 39,052
Less - accumulated depreciation (16,002) (14,819)
--------- ---------
23,874 24,233
--------- ---------
DEFERRED DEBT COSTS, net 9,630 11,011
--------- ---------
GOODWILL, net of accumulated amortization of $118,862 and $111,285 486,389 493,966
--------- ---------
OTHER INTANGIBLES, net of accumulated amortization of $42,806 and $39,846 105,194 108,154
--------- ---------
$ 652,972 $ 669,894
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of term loan $ 47,341 $ 43,355
10.09% Zero Coupon Notes Due 1997 -- 15,772
Accounts payable 13,671 13,863
Accrued expenses 17,924 18,143
Accrued interest 12,501 10,037
Accrued and current deferred income taxes 10,046 11,022
Deferred revenues 27,751 32,348
--------- ---------
Total current liabilities 129,234 144,540
--------- ---------
LONG TERM DEBT:
Term Loan and Revolving Credit Commitment, net of current portion 257,731 269,401
11.63% Senior Subordinated Notes Due 2004 200,000 200,000
10.38% Senior Subordinated Notes Due 2002 134 134
--------- ---------
457,865 469,535
--------- ---------
DEFERRED INCOME TAXES 7,725 8,038
--------- ---------
COMMITMENTS AND CONTINGENCIES (NOTE 7)
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value; issued and outstanding as follows -
Class A - 21,937 and 21,611 in September; 21,402 and 21,078 in March 219 214
Class C - 20,702 in September and March 207 207
Additional paid-in capital 57,635 53,927
Retained earnings (deficit) 6,085 (584)
Less - Stock held in treasury, at cost (5,998) (5,983)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 58,148 47,781
--------- ---------
$ 652,972 $ 669,894
========= =========
The accompanying notes to consolidated financial statements are an
integral part of these consolidated balance sheets.
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AMERICAN MEDIA, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(IN 000'S, EXCEPT PER SHARE INFORMATION)
FISCAL QUARTER ENDED TWO FISCAL QUARTERS ENDED
------------------------------ -----------------------------
SEPTEMBER 29, SEPTEMBER 30, SEPTEMBER 29, SEPTEMBER 30,
1997 1996 1997 1996
------------- ------------- ------------- -------------
(26 Weeks) (27 Weeks)
OPERATING REVENUES:
Circulation $ 68,236 $ 67,717 $ 139,269 $ 136,840
Advertising 5,832 6,018 11,969 13,077
Other 5,541 4,382 10,487 8,049
--------- --------- --------- ---------
79,609 78,117 161,725 157,966
--------- --------- --------- ---------
OPERATING EXPENSES:
Editorial 7,870 6,688 15,747 13,714
Production 20,798 19,770 41,806 42,398
Distribution, circulation and other cost of sales 16,128 14,121 33,181 28,918
Selling, general and administrative expenses 6,450 7,958 13,531 14,931
Television advertising 235 323 703 729
Depreciation and amortization 7,489 7,183 14,939 14,376
--------- --------- --------- ---------
58,970 56,043 119,907 115,066
--------- --------- --------- ---------
Operating income 20,639 22,074 41,818 42,900
INTEREST EXPENSE (12,712) (14,029) (25,734) (29,204)
OTHER EXPENSE, net (600) (614) (935) (1,083)
--------- --------- --------- ---------
Income before provision for income taxes 7,327 7,431 15,149 12,613
PROVISION FOR INCOME TAXES 4,095 4,263 8,480 7,713
--------- --------- --------- ---------
Net income $ 3,232 $ 3,168 $ 6,669 $ 4,900
========= ========= ========= =========
EARNINGS PER SHARE $ 0.08 $ 0.08 $ 0.16 $ 0.12
========= ========= ========= =========
WEIGHTED AVERAGE SHARES 41,979 41,779 41,880 41,776
========= ========= ========= =========
DIVIDENDS PER SHARE $ -- $ -- $ -- $ --
========= ========= ========= =========
The accompanying notes to consolidated financial statements are an
integral part of these consolidated statements.
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AMERICAN MEDIA, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE TWO FISCAL QUARTERS ENDED SEPTEMBER 29, 1997 AND SEPTEMBER 30, 1996
(IN 000'S)
SEPTEMBER 29, 1997 SEPTEMBER 30, 1996
------------------ ------------------
(26 Weeks) (27 Weeks)
Cash Flows from Operating Activities:
Net income $ 6,669 $ 4,900
-------- --------
Adjustments to reconcile net income to net cash provided
from operating activities -
Depreciation and amortization 14,939 14,376
Deferred debt cost amortization 1,381 1,602
Senior subordinated discount note accretion 190 746
Decrease (increase) in -
Receivables, net 2,518 (2,512)
Inventories 2,087 3,157
Prepaid expenses and other (863) 1,249
Increase (decrease) in -
Accounts payable (192) (6,037)
Accrued expenses 2,245 2,954
Accrued and current deferred income taxes (1,289) 1,089
Deferred revenues (4,597) (4,466)
-------- --------
Total adjustments 16,419 12,158
-------- --------
Net cash provided from operating activities 23,088 17,058
-------- --------
Cash Flows from Investing Activities:
Capital expenditures (4,043) (3,581)
Acquisition of business -- (2,237)
-------- --------
Net cash used in investing activities (4,043) (5,818)
-------- --------
Cash Flows from Financing Activities:
Term loan and revolving credit commitment principal repayments (73,684) (40,060)
Proceeds from revolving credit commitment 66,000 30,000
Repayment of senior subordinated indebtedness (15,962) --
Proceeds from stock option exercises 3,656 --
Other 42 62
-------- --------
Net cash used in financing activities (19,948) (9,998)
-------- --------
Net Increase (Decrease) in Cash and Cash Equivalents (903) 1,242
Cash and Cash Equivalents at Beginning of Period 8,230 4,643
-------- --------
Cash and Cash Equivalents at End of Period $ 7,327 $ 5,885
======== ========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for -
Income taxes $ 9,636 $ 5,429
Interest 21,699 25,307
The accompanying notes to consolidated financial statements are an
integral part of these consolidated statements.
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AMERICAN MEDIA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 29, 1997
(000'S OMITTED IN ALL TABLES)
(UNAUDITED)
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted financial principles for interim financial
information and with the instructions to Form 10-Q. Except as disclosed herein,
there has been no material change in the information disclosed in the notes to
consolidated financial statements included in the Annual Report on Form 10-K of
American Media, Inc. (together with its wholly-owned subsidiary, American Media
Operations, Inc. and its subsidiaries, the "Company") for the fiscal year ended
March 31, 1997. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the
fiscal periods ended September 29, 1997 are not necessarily indicative of the
results that may be expected for the fiscal year ending March 30, 1998.
The two fiscal quarters ended September 29, 1997 includes 26 weeks as compared
to 27 weeks in the same prior year fiscal period which ended September 30, 1996.
(2) ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS
On occasion the Company enters into interest rate swap agreements and purchases
interest rate caps to reduce the interest rate exposure associated with a
portion of its variable rate indebtedness. The Company does not utilize
derivative financial instruments for trading or other speculative purposes. The
accounting policy for these derivative financial instruments, which are
designated as hedges of its interest rate risk, follows -
- - Interest rate swap - Interest rate swap agreements modify the interest
characteristics of the Company's variable rate indebtedness by synthetically
converting a portion of the indebtedness to fixed rate. Interest earned
(payable) under the interest rate swap is credited (charged) to interest expense
using the accrual method. The related accrued receivable or payable is included
in accounts receivable or accrued interest payable. The fair market value of the
swap agreement is not reflected in the financial statements.
- - Interest rate cap - Interest rate caps are used to limit the maximum rate
should interest rates rise. The cost of the interest rate cap is amortized to
interest expense using the straight-line method over the life of the cap.
Amounts receivable under the interest rate cap are credited against interest
expense using the accrual method. The unamortized cost of the interest rate cap
is included in deferred debt costs.
Derivative financial instruments terminated at a gain (loss) prior to maturity
are credited (charged) to interest expense over the remaining original life of
the derivative financial instrument.
(3) INVENTORIES
Inventories are generally stated at the lower of cost or market. The Company
uses the last-in, first-out (LIFO) cost method of valuing its inventories. If
the first-in, first-out (FIFO) cost method of valuation, which approximates
market value, had been used, inventories would have been approximately $369,000
and $810,000 lower, due to recent declines in paper costs, than the amounts
reported in the accompanying consolidated balance sheets for September 29 and
March 31, 1997, respectively. Paper inventory is stated in accordance with
generally accepted accounting principles at LIFO cost as the use of such
inventory would result in normal historical gross margins. Inventories are
comprised of the following:
September 29 March 31
------------ ---------
Raw materials - paper $ 7,267 $ 9,477
Finished product - paper, production
and distribution costs of future issues 4,037 3,914
------- -------
$11,304 $13,391
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(4) INCOME TAXES
The Company files a consolidated Federal income tax return. Income taxes have
been provided based upon the Company's anticipated annual income tax rate.
(5) CREDIT AGREEMENT
As of September 29, 1997 the Company had $305.1 million in loans outstanding
with its bank syndicate led by The Chase Manhattan Corporation, as agent bank,
(the "Credit Agreement"). As of September 29, 1997, borrowings of $20 million
were outstanding under the Credit Agreement's $75 million revolving credit
commitment.
As of September 29, 1997 the Company's effective interest rate on borrowings
under the Credit Agreement was 7.8%. The effective rate for borrowings under the
Credit Agreement averaged 7.8% for the fiscal quarter ended September 29, 1997
as compared to 8.0% on borrowings for the fiscal quarter ended September 30,
1996. For the two fiscal quarters ended September 29, 1997, the effective rate
was 7.8% as compared to 7.9% for the same prior year period.
(6) EARNINGS PER SHARE
Earnings per share was calculated based upon net income and the weighted average
number of common equivalent shares outstanding during the periods presented.
Fully diluted earnings per share is the same as primary earnings per share for
all periods presented.
In 1997, the Financial Accounting Standards Board issued SFAS No. 128, "Earnings
Per Share". SFAS No. 128 supersedes the previous standard (APB No. 15), modifies
the methodology for calculating earnings per share, and is effective for fiscal
periods ending after December 15, 1997; early adoption is not permitted. Upon
adoption in its consolidated financial statements for the fiscal year ending
March 30, 1998, the Company will be required to restate its previously reported
earnings per share data to conform with the requirements of SFAS No. 128. Had
the provisions of SFAS No. 128 been applicable to the accompanying consolidated
financial statements, basic and diluted earnings per share, as calculated in
accordance with SFAS No. 128, would not have been different than the earnings
per share amounts reported herein.
(7) LITIGATION
Various suits and claims arising in the ordinary course of business have been
instituted against the Company. The Company has various insurance policies
available to recover potential legal costs incurred by it. The Company
periodically evaluates and assesses the risks and uncertainties associated with
litigation independent from those associated with its potential claim for
recovery from third party insurance carriers. At present, in the opinion of
management, after consultation with legal counsel, the liability resulting from
litigation, if any, will not have a material effect on the Company's
consolidated financial statements.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
At September 29, 1997, the Company had cash and cash equivalents of $7.3 million
compared to $8.2 million at March 31, 1997. The Company's primary sources of
liquidity are cash generated from operations, amounts available under the
Company's revolving credit commitment and, to a lesser extent, proceeds from the
sale of the Company's common stock during the current quarter.
As of September 29, 1997, the Company had a working capital deficit of $101.3
million. The Company does not consider its working capital deficit as a true
measure of its liquidity position as its working capital needs are met by the
large amounts of cash generated by its business as well as amounts available
under the Credit Agreement's $75 million revolving credit commitment. A
substantial portion of the Company's cash is used to service its indebtedness,
including the payment of principal and interest. Temporary shortfalls in
available cash are covered by borrowings under the revolving credit commitment
which are reflected as long-term liabilities.
Management believes that cash provided by operations will be adequate to meet
its operating liquidity requirements, including all required payments of
principal and interest and is not aware of any commitment which would require
unusual amounts of cash or which would change or otherwise restrict the
Company's currently available capital resources. In addition, the Company does
not intend to pay any cash dividends on its common stock in the foreseeable
future. As of September 29, 1997, $55.0 million was available under the Credit
Agreement's revolving credit commitment.
RESULTS OF OPERATIONS
FISCAL QUARTER ENDED SEPTEMBER 29, 1997 VS FISCAL QUARTER ENDED SEPTEMBER 30,
1996. Total revenues were $79,609,000 for the current fiscal quarter, an
increase of $1,492,000 or 1.9% over the comparable prior year quarter.
Circulation revenues (which includes all single copy and subscription sales) of
$68,236,000 increased $519,000 or 0.8%. Single copy revenues generated by SOAP
OPERA NEWS, launched in March 1997, were offset by declines in single copy
circulation revenues of certain of the Company's other publications, primarily
STAR, and resulted in a decrease of $570,000. Declines in single copy unit sales
of 2.7% and 10.0% for NATIONAL ENQUIRER and STAR, respectively, were offset in
part by July 1996, $.10 cover price increases. Management believes the decline
in average weekly single copy unit sales for STAR, which is more celebrity
focused than NATIONAL ENQUIRER, is due to the increased attention given
celebrity news by all forms of media. In addition, management believes that STAR
and NATIONAL ENQUIRER single copy unit sales were negatively impacted as a
result of distribution problems and adverse publicity arising after the death of
Princess Diana. It is unknown what impact these matters may have on future
circulation, if any. Although SOAP OPERA MAGAZINE and COUNTRY WEEKLY average
weekly single copy unit sales declined 18.1% and increased 1.9%, respectively,
higher subscription unit sales resulted in a total average weekly unit sales
decrease of 1.4% for SOAP OPERA MAGAZINE and an increase of 11.1% for COUNTRY
WEEKLY. Management believes the decline in SOAP OPERA MAGAZINE single copy unit
sales was due, in part, to increased subscription unit sales (up 87.5%) and to
competition from other newsstand publications covering soap opera programming. A
WEEKLY WORLD NEWS cover price increase helped to reduce the impact on
circulation revenues of a 16.1% decline in single copy unit sales.
Subscription revenues, which represent approximately 15% of total circulation
revenues, increased $1,089,000 or 11.4% due largely to increases in average
weekly subscription unit sales of 87.5%, 23.0% and 6.7% for SOAP OPERA MAGAZINE,
COUNTRY WEEKLY and NATIONAL ENQUIRER, respectively. The Company continues to
promote discounted subscriptions for its magazines as a means of generating
future full-price subscription renewals. Subscription revenues generated by STAR
and WEEKLY WORLD NEWS were flat.
Advertising revenues of $5,832,000 declined $186,000 or 3.1% reflecting,
primarily, lower levels of national advertising in STAR offset partially by
higher national advertising revenues generated by COUNTRY WEEKLY. National
advertising has been adversely affected primarily by the loss of tobacco related
product advertising. Management believes that the tobacco industry, as a whole,
has curtailed its print media based advertising because of a lack of clear
legislative guidelines that will address the future of tobacco products
advertising in the United States. Until this issue is resolved, the Company's
tobacco related advertising revenues may continue to be adversely affected.
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Advertising revenues were also negatively impacted by reductions in the average
revenue per page generated by direct mail order and classified advertising in
the current period.
Other revenues of $5,541,000 increased $1,159,000 or 26.4% primarily from
revenues generated by Frontline Marketing, Inc. ("Frontline"). Frontline,
acquired in September 1996, sells in-store advertising to various product
manufacturers and service providers. In addition, another subsidiary,
Distribution Services, Inc. ("DSI"), continues to expand the marketing,
merchandising and information gathering services it provides to various clients.
Operating expenses increased by $2,927,000 or 5.2% reflecting the expenses
associated with both SOAP OPERA NEWS and Frontline which were not included in
the comparable prior year period together with higher expenses associated with
subscription fulfillment and DSI's expanded marketing, merchandising and
information gathering services. Excluding production costs associated with SOAP
OPERA NEWS, overall production costs declined reflecting the benefit of lower
paper costs for all of the Company's publications.
Operating income was $20,639,000 a decrease of $1,435,000 primarily as a result
of the operating losses generated by SOAP OPERA NEWS totalling approximately
$1,723,000.
Interest expense decreased $1,317,000 to $12,712,000 from $14,029,000 reflecting
decreases in the average balance of outstanding indebtedness in the current
fiscal quarter.
The Company's effective income tax rates were 55.9% and 57.4% of income before
income taxes for the fiscal quarters ended September 29, 1997 and September 30,
1996, respectively, as compared to the federal statutory income tax rate of 35%.
The higher effective tax rates result primarily from goodwill amortization which
is not deductible for income tax reporting purposes.
TWO FISCAL QUARTERS ENDED SEPTEMBER 29, 1997 VS TWO FISCAL QUARTERS ENDED
SEPTEMBER 30, 1996. Total revenues were $161,725,000 for the current two fiscal
quarters an increase of $3,759,000 or 2.4% from the same prior year period. The
current two fiscal quarters includes 26 weeks as compared to 27 weeks in the
same prior year period.
Circulation revenues (which includes all single copy and subscription sales) of
$139,269,000 increased $2,429,000 or 1.8%. On an equivalent number of weeks
basis, current period single copy circulation revenues increased by
approximately $5,564,000 or 5.0% reflecting single copy revenue generated by
SOAP OPERA NEWS, which was not included in the prior year period, as well as
higher revenues from NATIONAL ENQUIRER as a result of both a July 1996 $.10
cover price increase and a slight increase in average weekly unit sales. These
additional revenues were partially offset by a decline in STAR'S average weekly
single copy unit sales of 8.3%. Management believes the decline in average
weekly single copy unit sales for STAR, which is more celebrity focused than
NATIONAL ENQUIRER, is due to the increased attention given celebrity news by all
forms of media. In addition, management believes that STAR and NATIONAL ENQUIRER
single copy unit sales were negatively impacted as a result of distribution
problems and adverse publicity arising after the death of Princess Diana. It is
unknown what impact these matters may have on future circulation, if any.
Although SOAP OPERA MAGAZINE'S weekly single copy unit sales declined 12.1%,
higher subscription unit sales resulted in a total average weekly unit sales
increase of 2.9%. Management believes the decline in SOAP OPERA MAGAZINE single
copy unit sales was due, in part, to increased subscription unit sales (up
78.7%) and to competition from other newsstand publications covering soap opera
programming. COUNTRY WEEKLY single copy unit sales remained flat however,
including higher subscription unit sales, total average weekly unit sales
increased by 16.4%. A WEEKLY WORLD NEWS cover price increase helped to reduce
the impact on circulation revenues of a 11.5% decline in single copy unit sales.
Subscription revenues increased $1,185,000 or 5.9%. Expressed on an equivalent
number of weeks basis, subscription revenues increased by approximately
$1,934,000 or 9.9% due largely to increases in average weekly subscription unit
sales of 78.7% and 38.6% for SOAP OPERA MAGAZINE and COUNTRY WEEKLY,
respectively. Subscription revenues generated by the Company's other
publications were flat.
Advertising revenues of $11,969,000 declined $1,108,000 or 8.5%. On an
equivalent number of weeks basis, advertising revenues decreased by
approximately $624,000 or 5.0% reflecting, primarily, lower levels of national
advertising in STAR offset partially by higher national advertising revenues
generated by COUNTRY WEEKLY. National advertising has been adversely affected
primarily by the loss of tobacco related product advertising. Management
believes that the tobacco industry, as a whole, has curtailed its print media
based advertising because of a lack of clear legislative guidelines that will
address the future of tobacco products advertising in the United States. Until
this issue is resolved, the Company's tobacco related advertising revenues may
continue to be adversely affected.
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Advertising revenues were also negatively impacted by reductions in the average
revenue per page generated by direct mail order and classsified advertising in
the current year period.
Other revenues of $10,487,000 increased $2,438,000 or 30.3% reflecting revenues
generated by Frontline and, to a lesser extent, DSI.
Operating expenses on an equivalent number of weeks basis (before deducting
depreciation and amortization) increased by $8,007,000 or 8.3% reflecting the
expenses associated with both SOAP OPERA NEWS and Frontline which were not
included in the comparable prior year period together with higher expenses
associated with subscription fulfillment and DSI's expanded marketing,
merchandising and information gathering services. Excluding production costs
associated with SOAP OPERA NEWS, on an equivalent number of issues basis overall
production costs declined reflecting the benefit of lower paper costs for all of
the Company's publications.
Operating income was $41,818,000 a decrease of $1,082,000 resulting from both
the operating losses generated by SOAP OPERA NEWS totalling approximately
$3,769,000 and one fewer week included in the current year period.
Interest expense decreased $3,470,000 to $25,734,000 from $29,204,000 reflecting
the effect of one fewer week's interest and decreases in the average balance of
outstanding indebtedness in the current fiscal period.
The Company's effective income tax rates were 56.0% and 61.2% of income before
income taxes for the two fiscal quarters ended September 29, 1997 and September
30, 1996, respectively, as compared to the federal statutory income tax rate of
35%. The higher effective tax rates result primarily from goodwill amortization
which is not deductible for income tax reporting purposes
INFORMATION RELATED TO FORWARD-LOOKING STATEMENTS
Certain matters discussed in this Form 10-Q may include forward-looking
statements which reflect the Company's views with respect to future events and
financial performance. These forward-looking statements are subject to certain
risks and uncertainties which could cause actual results to differ materially
from both historical or anticipated results and readers are cautioned not to
place undue reliance upon them. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Factors that, among others, could cause
actual results to differ materially from historical results or those anticipated
include: 1) market conditions for the Company's publications 2) competition 3)
market prices for the paper used in printing the Company's publications 4) the
Company's ability to develop new publications and services and 5) changes in
economic climate, including interest rate risk.
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PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's 1997 Annual Meeting of Shareholders ("Annual Meeting") was held on
August 13, 1997. At the annual meeting the Company's stockholders (i) elected
eleven directors for a term expiring in 1998, (ii) approved an amendment to the
Company's Stock Option Plan, to increase the number of shares of the Company's
Class A common stock authorized to be issued under the Plan, and (iii) ratified
the selection of Arthur Andersen LLP as independent certified public accountants
of the Company.
The following sets forth the results of voting at the Annual Meeting:
Votes
---------------------------------------------------------------------------------
MATTER FOR AGAINST ABSTENTIONS BROKER NON-VOTES
------ --- ------- ----------- ----------------
(i) Election of Directors (a) - 0 0
Peter J. Callahan 80,446,504 662,837 0 0
Barry Baker 80,432,499 676,842 0 0
Anthony J. Bolland 80,446,504 662,837 0 0
Michael J. Boylan 80,446,504 662,837 0 0
Iain Calder 80,353,264 756,077 0 0
Roy F. Coppedge III 80,446,504 662,837 0 0
Steven B. Dodge 80,352,734 756,607 0 0
Gerald S. Hobbs 80,350,514 758,827 0 0
Maynard Rabinowitz 80,446,079 663,262 0 0
Gerry M. Ritterman 80,353,314 756,027 0 0
Roger Wood 80,445,629 663,712 0 0
(ii) Stock Option Plan amendment 74,443,655 3,940,954 153,999 0
(iii) Selection of independent accountants 81,072,007 11,750 25,584 0
(a) - With respect to the election of directors, the form of proxy permitted
shareholders to check boxes indicating votes either "for" or "withheld", votes
relating to directors designated above as "against" are votes cast as
"withheld".
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBIT 10.2 - Amendment to American Media, Inc. Amended and Restated Stock
Option Plan (incorporated by reference from the Company's Registration Statement
on Form S-8, Registration No. 33-34221, as filed on August 22, 1997).
EXHIBIT 27 - Financial Data Schedule (for SEC use only).
FORM 8-K
During the fiscal quarter ended September 29, 1997, the Company filed no reports
on Form 8-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed by the
undersigned, thereto duly authorized.
AMERICAN MEDIA, INC.
---------------------------------
Registrant
Date: November 7, 1997 By /s/ RICHARD W. PICKERT
------------------------------
Richard W. Pickert
Senior Vice President
Chief Financial Officer
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