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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 December 23, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number(s) - 1-11112
AMERICAN MEDIA OPERATIONS, INC.
----------------------------------------------------------
(Exact name of the registrant as specified in its charter)
Delaware 59-2094424
- --------------------------------- -------------------
(State or other jurisdiction (IRS Employee
of incorporation or organization) Identification No.)
5401 N.W. Broken Sound Blvd., Boca Raton, Florida 33487
- ------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (561) 997-7733
American Media Operations, 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 February 6, 2003, there were 7,507 shares of common stock outstanding.
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AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
DECEMBER 23, 2002
PAGE(S)
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements-
Condensed Consolidated Balance Sheets............................................... 3
Condensed Consolidated Statements of Income (Loss).................................. 4-5
Condensed Consolidated Statements of Comprehensive Income (Loss).................... 6-7
Condensed Consolidated Statements of Cash Flows..................................... 8
Notes to Condensed Consolidated Financial Statements................................ 9-14
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................................... 15-19
Item 3. Quantitative and Qualitative Disclosures about
Market Risk..................................................................... 19-20
Item 4. Controls and Procedures.................................................... 21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................................... 22
Item 6. Exhibits and Reports on Form 8-K............................................ 22
Signature........................................................................... 23
2
AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(IN 000'S, EXCEPT SHARE INFORMATION)
March 25, 2002 Dec. 23, 2002
-------------- -------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 18,676 $ 49,607
Receivables, net 28,453 19,228
Inventories 18,014 11,392
Prepaid expenses and other 5,444 5,880
----------- -----------
Total current assets 70,587 86,107
----------- -----------
PROPERTY AND EQUIPMENT, at cost:
Land and buildings 6,611 2,628
Machinery, fixtures and equipment 23,923 27,658
Display racks 44,931 40,086
----------- -----------
75,465 70,372
Less - accumulated depreciation (31,667) (33,314)
----------- -----------
43,798 37,058
----------- -----------
LONG TERM NOTE RECEIVABLE, net 759 1,032
----------- -----------
DEFERRED DEBT COSTS, net 22,827 20,596
----------- -----------
GOODWILL, net of accumulated amortization of $74,757 455,731 455,731
----------- -----------
OTHER INTANGIBLES, net of accumulated amortization of $87,022
and $90,985, respectively 489,790 485,827
----------- -----------
$ 1,083,492 $ 1,086,351
=========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Current portion of term loan $ 9,914 $ 4,991
10.38% Senior Subordinated Notes Due 2002 134 --
Accounts payable 19,358 16,419
Accrued expenses 33,821 32,008
Deferred revenues 31,301 33,605
----------- -----------
Total current liabilities 94,528 87,023
----------- -----------
PAYABLE TO PARENT COMPANY 2,227 2,207
----------- -----------
TERM LOAN AND REVOLVING CREDIT COMMITMENT, net of current portion 337,671 325,005
----------- -----------
SUBORDINATED INDEBTEDNESS:
10.25% Senior Subordinated Notes Due 2009 400,000 400,000
Bond Premium on 10.25% Senior Subordinated Notes Due 2009 750 661
11.63% Senior Subordinated Notes Due 2004 740 740
----------- -----------
401,490 401,401
----------- -----------
DEFERRED INCOME TAXES 158,208 157,967
----------- -----------
STOCKHOLDER'S EQUITY:
Common stock, $.20 par value; 7,507 shares issued and outstanding 2 2
Additional paid-in capital 223,389 223,457
Other comprehensive loss (359) --
Accumulated deficit
(133,664) (110,711)
----------- -----------
TOTAL STOCKHOLDER'S EQUITY 89,368 112,748
----------- -----------
$ 1,083,492 $ 1,086,351
=========== ===========
The accompanying notes to condensed consolidated financial statements are an
integral part of these condensed consolidated financial statements.
3
AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(IN 000's)
Three Fiscal Three Fiscal
Quarters Ended Quarters Ended
Dec. 24, 2001 Dec. 23, 2002
------------- -------------
OPERATING REVENUES:
Circulation $ 230,488 $ 224,306
Advertising 29,182 29,714
Other 14,881 17,565
--------- ---------
274,551 271,585
--------- ---------
OPERATING EXPENSES:
Editorial 29,033 27,715
Production 78,590 73,310
Distribution, circulation and other cost of sales 37,951 38,032
Selling, general and administrative expenses 31,050 33,394
Loss on insurance settlement -- 281
Depreciation and amortization 58,641 22,448
--------- ---------
235,265 195,180
--------- ---------
OPERATING INCOME 39,286 76,405
INTEREST EXPENSE, net (48,581) (39,931)
OTHER INCOME, net 127 224
--------- ---------
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (9,168) 36,698
PROVISION FOR INCOME TAXES (3,990) (13,745)
--------- ---------
NET INCOME (LOSS) $ (13,158) $ 22,953
========= =========
The accompanying notes to condensed consolidated financial statements are an
integral part of these condensed consolidated financial statements.
4
AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(IN 000's)
Fiscal Quarter Fiscal Quarter
Ended Ended
Dec. 24, 2001 Dec. 23, 2002
------------- -------------
OPERATING REVENUES:
Circulation $ 71,478 $ 74,126
Advertising 10,944 10,304
Other 5,789 6,240
-------- --------
88,211 90,670
-------- --------
OPERATING EXPENSES:
Editorial 9,081 9,268
Production 25,601 23,858
Distribution, circulation and other cost of sales 12,113 13,562
Selling, general and administrative expenses 9,346 10,482
Loss on insurance settlement -- 164
Depreciation and amortization 19,704 7,302
-------- --------
75,845 64,636
-------- --------
OPERATING INCOME 12,366 26,034
INTEREST EXPENSE, net (15,611) (15,085)
OTHER INCOME, net 46 121
-------- --------
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (3,199) 11,070
PROVISION FOR INCOME TAXES (854) (4,155)
-------- --------
NET INCOME (LOSS) $ (4,053) $ 6,915
======== ========
The accompanying notes to condensed consolidated financial statements are an
integral part of these condensed consolidated financial statements.
5
AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
(IN 000's)
Three Three
Fiscal Fiscal
Quarters Quarters
Ended Ended
Dec. 24, Dec. 23,
2001 2002
-------- --------
Net income (loss) $(13,158) $ 22,953
Other comprehensive income (loss)
Interest rate swap adjustment (1,101) 359
-------- --------
Other comprehensive income (loss) (1,101) 359
-------- --------
Comprehensive income (loss) $(14,259) $ 23,312
======== ========
The accompanying notes to condensed consolidated financial statements are an
integral part of these condensed consolidated financial statements.
6
AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
(IN 000's)
Fiscal Fiscal
Quarter Quarter
Ended Ended
Dec. 24, Dec. 23,
2001 2002
------- -------
Net income (loss) $(4,053) $ 6,915
Other comprehensive income (loss)
Interest rate swap adjustment 890 --
------- -------
Other comprehensive income 890 --
------- -------
Comprehensive income (loss) $(3,163) $ 6,915
======= =======
The accompanying notes to condensed consolidated financial statements are an
integral part of these condensed consolidated financial statements.
7
AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN 000's)
Three Fiscal Three Fiscal
Quarters Quarters
Ended Ended
Dec. 24, 2001 Dec. 23, 2002
----------------- ------------------
Cash Flows from Operating Activities:
Net income (loss) $(13,158) $ 22,953
-------- --------
Adjustments to reconcile net income (loss) to net cash
provided by operating activities -
Reduction of (increase in) allowance for doubtful accounts (500) 10
(Gain) loss on disposition of assets (11) 101
Bond premium amortization -- (89)
Depreciation of property and equipment and amortization of intangible assets 58,641 22,448
Deferred debt cost amortization 2,348 3,523
Non-cash compensation charge 68 68
Decrease (increase) in -
Receivables (2,321) 8,715
Inventories (3,888) 6,622
Prepaid expenses and other (908) (436)
Increase (decrease) in -
Accounts payable (8,280) (2,939)
Accrued expenses (2,587) 4,274
Accrued interest (7,107) (5,441)
Payable to Parent Company (184) (21)
Accrued and current deferred income taxes (5,811) (526)
Deferred revenues 3,265 2,304
-------- --------
Total adjustments 32,725 38,613
-------- --------
Net cash provided by operating activities 19,567 61,566
-------- --------
Cash Flows from Investing Activities:
Capital expenditures (19,417) (15,631)
Acquisition of business, net of cash acquired (1,807) --
Allocable insurance proceeds for carrying value of Boca facility -- 3,785
Payments received on long term note receivable -- 227
-------- --------
Net cash used in investing activities (21,224) (11,619)
-------- --------
Cash Flows from Financing Activities:
Term loan and revolving credit commitment principal repayments (38,795) (17,723)
Proceeds from revolving credit commitment 28,000 --
Payment of deferred debt costs -- (1,293)
-------- --------
Net cash used in financing activities (10,795) (19,016)
-------- --------
Net Increase (Decrease) in Cash and Cash Equivalents (12,452) 30,931
Cash and Cash Equivalents at Beginning of Period 20,999 18,676
-------- --------
Cash and Cash Equivalents at End of Period $ 8,547 $ 49,607
======== ========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for -
Income taxes $ 11,709 $ 13,052
Interest (net of proceeds from swap transactions of $7,693 in fiscal year 2003) 52,207 42,259
The accompanying notes to condensed consolidated financial statements are an
integral part of these condensed consolidated financial statements.
8
AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 23, 2002
(000'S OMITTED IN ALL TABLES)
(UNAUDITED)
(1) BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with GAAP (accounting principles generally accepted in
the United States of America) for interim financial information and with the
instructions to Form 10-Q. 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 Operations, Inc. (a wholly-owned
subsidiary of American Media, Inc.) and subsidiaries (the "Company") for the
fiscal year ended March 25, 2002. The Company made certain reclassifications to
the fiscal 2002 condensed consolidated financial statements to conform to the
fiscal 2003 presentation.
In the opinion of management, all adjustments considered necessary for a fair
presentation have been included herein. Operating results for the fiscal period
ended December 23, 2002 are not necessarily indicative of the results that may
be expected for future periods.
(2) REVENUE RECOGNITION
Substantially all publication sales, except subscriptions, are made through
unrelated distributors. Issues, other than special topic issues, are placed on
sale approximately one week prior to the issue date; however, circulation
revenues and related expenses are recognized for financial statement purposes on
an issue date basis (i.e., off sale date). Special topic and monthly issues
revenue and related expenses are recognized at the on sale date. On the date
each issue is placed on sale, the Company receives a percentage of the issue's
estimated sales proceeds for our publications as an advance from the
distributors. All of our publications are sold with full return privileges.
Revenues from copy sales are net of reserves provided for expected sales
returns, which are established in accordance with GAAP after considering such
factors as sales history and available market information. The Company
continually monitors the adequacy of the reserves and makes adjustments when
necessary.
Subscriptions received in advance of the issue date are recognized as income
over the term of the subscriptions as served. Advertising revenues are
recognized in the period in which the related advertising appears in the
publications.
Deferred revenues were comprised of the following:
MARCH 25, DEC. 23,
2002 2002
--------- --------
Single Copy $ 8,103 $ 9,173
Subscriptions 22,666 24,049
Advertising 532 383
------- -------
$31,301 $33,605
======= =======
Other revenues, primarily from marketing services performed for third parties by
Distribution Services, Inc. ("DSI"), a wholly-owned subsidiary, are recognized
when the service is performed.
9
(3) INVENTORIES
Inventories are stated at the lower of cost or market. We use the first-in,
first-out (FIFO) cost method of valuation. Inventories are comprised of the
following:
MARCH 25, DEC. 23,
2002 2002
--------- --------
Raw materials - paper $12,260 $ 5,903
Finished product - paper, production
and distribution costs of future issues 5,754 5,489
------- -------
$18,014 $11,392
======= =======
(4) GOODWILL AND OTHER INTANGIBLE ASSETS
Other intangibles, net, consists of the following:
MARCH 25, DEC. 23,
2002 2002
--------- ---------
Tradenames - indefinite-lived 507,141 507,141
Other intangibles 69,671 69,671
--------- ---------
576,812 576,812
Less: accumulated amortization (87,022) (90,985)
--------- ---------
$ 489,790 $ 485,827
========= =========
The Company has adopted the provisions of Statement of Financial Accounting
Standards No. 141, "Business Combinations" ("SFAS 141"), which requires all
business combinations initiated after June 30, 2001 to be accounted for using
the purchase method, eliminating the pooling of interests method. Additionally,
acquired intangible assets are separately recognized if the benefit of the
intangible asset is obtained through contractual or other legal rights, or if
the intangible asset can be sold, transferred, licensed, rented or exchanged,
regardless of the acquirer's intent to do so. The Company's principal
identifiable intangible assets are tradenames, customer lists and a covenant not
to compete.
Effective March 26, 2002, the Company also adopted the provisions of Statement
of Financial Accounting Standards No. 142, "Goodwill and Other Intangible
Assets" ("SFAS 142"). Goodwill and tradenames existing at June 30, 2001 were
amortized primarily over forty years on a straight-line basis until March 25,
2002. Effective March 26, 2002, such amortization ceased. Other intangibles
continue to be amortized primarily over nine to fifteen years.
Pro forma net income for the three and nine months ended December 24, 2001
adjusted to eliminate historical amortization of goodwill and intangibles with
indefinite lives, are as follows:
10
THREE MONTHS NINE MONTHS
ENDED ENDED
DEC. 24, DEC. 24,
2001 2001
------------ -----------
Reported net loss $ (4,053) $(13,158)
Add: goodwill and intangibles with indefinite
lives amortization, net of tax 12,970 38,910
-------- --------
Pro forma net income $ 8,917 $ 25,752
======== ========
As required by SFAS 142, the Company has completed impairment tests as of March
26, 2002 for goodwill and intangibles with indefinite lives. The test for
goodwill includes determining the fair value of the reporting unit, as defined
by SFAS 142, and comparing it to the carrying value of the net assets allocated
to the reporting unit. No impairment charges resulted from the required
impairment tests. Goodwill and intangibles with indefinite lives will be tested
for impairment annually or more frequently when events or circumstances indicate
that an impairment may have occurred.
Amortization expense of other intangible assets for the nine months ended
December 23, 2002 was $4.0 million. Amortization expense for the fiscal year
ended March 31, 2003 and the succeeding five fiscal years by year is expected to
be $5.2 million per year.
(5) INCOME TAXES
The Company files a consolidated Federal income tax return with its parent,
American Media, Inc. ("Media"), and calculates its income taxes on a separate
return basis. Income taxes have been provided based upon the Company's
anticipated effective annual income tax rate. In accordance with SFAS No. 109,
"Accounting for Income Taxes", deferred taxes are provided for items reported in
different periods for income tax and financial statement purposes. The Company's
deferred tax liability primarily represents temporary differences resulting from
the differences between the financial statement carrying amounts for tradenames
and subscription lists and their historical tax bases. Our effective income tax
rate for the prior year periods exceeds the federal statutory income tax rate of
35% because of the effect of goodwill amortization which is not deductible for
income tax reporting purposes.
(6) ACCRUED LIABILITIES
Included in accrued liabilities in the accompanying condensed consolidated
balance sheet as of December 23, 2002 is a $9 million reserve recorded during
the first quarter ended June 25, 2002 for the estimated clean-up and demolition
costs of the quarantined facility in Boca (see Note 9). No amounts were charged
against this reserve during the nine months ended December 23, 2002.
(7) CREDIT AGREEMENT
As of December 23, 2002, the Company's effective interest rate on borrowings
under the credit agreement was 4.50%. The effective rate for borrowings under
the credit agreement averaged 5.31% for the three fiscal quarters ended December
23, 2002. The effective rate for borrowings under the credit agreement averaged
7.60% for the three fiscal quarters ended December 24, 2001. In November 2000,
the Company entered into a $90.0 million interest rate swap agreement which
expired in May 2002 under which the Company paid a fixed rate of 6.53%.
11
Effective March 26, 2002, the Company entered into two interest rate swap
agreements, which effectively converted a portion of fixed-rate debt to variable
rate debt. The first agreement, which was originally scheduled to expire in May
2004, had a notional amount of $125 million. Under this agreement, the Company
was to receive a fixed rate of 10.25% and pay LIBOR in arrears plus a spread of
5.265%. The second agreement, which was to expire in May 2005, had a notional
amount of $25 million. Under this agreement, the Company was to receive a fixed
rate of 10.25% and pay LIBOR in arrears plus a spread of 4.885%. On May 1, 2002,
the Company received $438,000 under these agreements. On June 29, 2002, the
Company received $3,277,000 to terminate these two interest rate swap
agreements. This amount received was recognized as a reduction of interest
expense for the quarter ended June 24, 2002.
Effective March 26, 2002, the Company entered into an interest rate cap
transaction, which capped LIBOR at 5% through May 7, 2002 on $50 million of
variable rate debt. This cap expired without any financial impact on the
Company.
Additionally, effective June 28, 2002, the Company entered into two new interest
rate swap agreements, which effectively converted a portion of fixed-rate debt
to variable rate debt. The first agreement, which was originally scheduled to
expire in May 2004, had a notional amount of $125 million. Under this agreement,
the Company was to receive a fixed rate of 10.25% and pay LIBOR in arrears plus
a spread of 6.49%. The second agreement, which was originally scheduled to
expire in May 2005, had a notional amount of $25 million. Under this agreement,
the Company was to receive a fixed rate of 10.25% and pay LIBOR in arrears plus
a spread of 5.99%. On October 8, 2002 the Company received $3,978,000 to
terminate these two interest rate swap agreements which was recognized as a
reduction of interest expense for the three quarters ended December 23, 2002. We
currently have no interest rate swap agreements outstanding.
American Media Operations, Inc. has no material assets or operations other than
investments in its subsidiaries. The Company's senior subordinated notes are
unconditionally guaranteed, on a senior subordinated basis, by all of its
subsidiaries. Each domestic subsidiary that will be organized in the future by
the Company, unless such subsidiary is designated as an unrestricted subsidiary,
will jointly, severally, fully and unconditionally guarantee the Notes on a
senior subordinated basis. Note guarantees are joint and several, full and
unconditional and general unsecured obligations of the note guarantors. The note
guarantors are the Company's subsidiaries. At present, the note guarantors
comprise all of the Company's direct and indirect subsidiaries. Note guarantees
are subordinated in right of payment to all existing and future senior debt of
the note guarantors, including the Company's credit facility, and are also
effectively subordinated to all secured obligations of the note guarantors to
the extent of the assets securing such obligations, including the credit
facility. Furthermore, the Notes indenture permits note guarantors to incur
additional indebtedness, including senior debt, subject to certain limitations.
The Company has not presented separate financial statements and other
disclosures concerning each of the note guarantors as these disclosures are not
applicable under SEC rules and regulations. So long as the factors set forth in
the paragraph immediately above remain true and correct, under applicable SEC
rules and regulations, the Company's note guarantors will not need to
individually comply with the reporting requirements of the Securities Exchange
Act of 1934 ("Exchange Act"), nor will the Company have to include separate
financial statements and other disclosures concerning each of the note
guarantors in its Exchange Act reports.
(8) LONG-TERM NOTE RECEIVABLE
On November 27, 2000, the Company sold its 80% owned subsidiary, FMI, to the
minority shareholder for a $2.5 million note receivable (the "FMI Note"). The
FMI Note initially had a short-term component of $500,000, which amount has been
paid in full, and a long-term component of $2,000,000 which is payable to the
Company based on defined cash flow of FMI. The FMI Note bears interest at 9%.
Due to the uncertainty of FMI's ability to generate defined cash flow for the
repayment of the FMI Note, the Company initially reserved $1.6 million of the
FMI Note. No gain or loss was initially recognized on this transaction. During
each of the quarters ended June 25, 2001 and September 23, 2002, the Company
reversed $500,000 of the original $1.6 million reserve based on management's
belief that FMI will generate the cash flow to make future payments on this
amount. These amounts are included in selling, general and administrative
expenses for the quarters ended June 25, 2001 and September 23, 2002.
12
(9) OTHER EVENTS
The Company's Boca Raton headquarters, which housed substantially all editorial
operations (including its photo, clipping and research libraries), executive
offices and certain administrative functions, was closed on October 7, 2001 by
the Palm Beach County Department of Health when traces of anthrax were found on
a computer keyboard following the death of a photo editor of the Sun from
inhalation anthrax. The Company has entered into a two-year lease for a 53,000
square foot facility two blocks from its current Boca Raton headquarters. The
Company will remain in this leased facility until the Palm Beach County Health
Department, OSHA (Occupational Safety and Health Administration) and NIOSH
(National Institute for Occupational Safety and Health) deem the Boca Raton
facility is safe to return to, or if the Company is unable to return, the
Company will extend the lease term on this new facility or seek an alternative
location. In February 2002, the Palm Beach County of Health quarantined the
building for an additional 18 months.
In May 2002, the Company and its insurance carrier reached a final compromise
regarding its insurance claim and the Company received a compromised payment.
The insurance proceeds resulted in a net loss on the insurance settlement of
$281,000 for the three quarters ended December 23, 2002. During the three
quarters ended December 23, 2002, the Company incurred costs for maintaining the
Boca facility such as security and utilities, which were included in the loss on
insurance settlement. The Company expenses these costs as incurred. The Company
will continue to incur these costs in the future and accordingly, the ultimate
amount of gain or loss on the insurance compromise cannot be determined at this
time.
(10) 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 the related legal costs incurred. 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 outside legal counsel, the liability resulting from
litigation, if any, will not have a material effect on the Company's financial
position, results of operations or cash flows.
(11) CREDIT AGREEMENT AMENDMENT
On May 22, 2002, the Company amended its credit agreement. This amendment
restructured the marginal interest rate on the Tranche B and B-1 term loans for
a fee of $1,050,000. As a result of this amendment, Tranche B and B-1 loans'
interest was reduced from the LIBOR plus 3 3/4% to LIBOR plus 2 3/4%
(12) SUBORDINATED INDEBTEDNESS
On February 14, 2002, the Company issued $150,000,000 in aggregate principal
amount of 10 1/4% Series B Senior Subordinated Notes due 2009 through a private
placement, for a total of $400 million outstanding (the "Subordinated Notes").
The gross proceeds from the offering were $150,750,000 including the premium on
the Subordinated Notes. The Company used the gross proceeds of the offering to
(a) make a $75,375,000 distribution to EMP Group LLC, who owns 100% of the
common stock of American Media, Inc., (b) to prepay $68,375,000 of the term
loans under the credit facility and (c) pay transaction costs in the estimated
amount of $7,000,000. The Subordinated Notes are unsecured and subordinated in
right of payment to all existing and future senior indebtedness of the Company.
The Subordinated Notes rank equally with all existing and future senior
subordinated indebtedness. The Subordinated Notes are guaranteed on a senior
subordinated basis of all current subsidiaries of the Company.
13
(13) EXCHANGE OFFER
On June 7, 2002, the Company closed an exchange offer for all of the
Subordinated Notes. All the Subordinated Notes were exchanged for 10 1/4 %
Series B Senior Subordinated Notes due 2009 (the "Exchange Notes"). The terms of
the Exchange Notes are substantially identical to the Subordinated Notes, except
for certain transfer restrictions and registration rights that related to the
Subordinated Notes issued in February 2002.
(14) SUBSEQUENT EVENT
On January 23, 2003, the Company completed its acquisition of Weider
Publications, LLC ("Weider"), a privately held company controlled by Weider
Health and Fitness, for approximately $350 million, subject to working capital
adjustments provided in the agreement. Weider is the leading worldwide publisher
of health and fitness magazines. Weider currently publishes seven magazines:
MUSCLE & FITNESS, SHAPE, MEN'S FITNESS, MUSCLE & FITNESS HERS, FLEX, FIT
PREGNANCY and NATURAL HEALTH. The purchase price and related fees and expenses
were funded with the issuance of $150 million Senior Subordinated Notes due
2011, a $140 million new tranche C-1 term loan under the Company's credit
agreement, a $50 million equity investment and approximately $20 million from
the Company's existing cash.
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
FISCAL QUARTER ENDED DECEMBER 23, 2002 VS FISCAL QUARTER ENDED DECEMBER 24, 2001
Total operating revenues were $90,670,000 for the current fiscal quarter.
Operating revenues increased by $2,459,000, or 2.8%, from the prior year's
comparable fiscal quarter. Circulation revenue increased $2.6 million. This
increase was due to a twenty-cent cover price increase during April 2002 for the
NATIONAL ENQUIRER and STAR and a ten-cent cover price increase for the GLOBE,
NATIONAL EXAMINER, WEEKLY WORLD NEWS and SUN. This increase was also due to an
increase in the number of expanded issues for our tabloids during the current
fiscal quarter as compared to the prior year's comparable fiscal quarter. These
increases were offset by a decrease in unit sales for our tabloids of 6.5% from
the prior year quarter. Additionally, these increases were also offset by an
increase in our discount paid to our wholesalers as a result of new agreements
entered into in January 2002. These new wholesale agreements are intended to
ensure that we will have complete distribution of our entire product line. Other
revenue increased $0.5 million or 7.8% due to an increase in DSI's marketing
revenue.
Circulation revenues (which include all single copy and subscription sales) were
$74,126,000 for the current fiscal quarter. Circulation revenues increased by
$2,648,000, or 3.7%, when compared to the prior year's comparable fiscal
quarter. This increase was due to a twenty-cent cover price increase during
April 2002 for the NATIONAL ENQUIRER and STAR and a ten-cent cover price
increase for the GLOBE, NATIONAL EXAMINER, WEEKLY WORLD NEWS and SUN. This
increase was also due to an increase in the number of expanded issues for our
tabloids during the current fiscal quarter as compared to the prior year's
comparable fiscal quarter. These increases were offset by a decrease in unit
sales for our tabloids of 6.5% from the prior year quarter. Additionally, these
increases were also offset by an increase in our discount paid to our
wholesalers as a result of new agreements entered into January 2002. These new
wholesale agreements ensure that we will have complete distribution of our
entire product line.
Advertising revenues were $10,304,000 for the current fiscal quarter, which
decreased by $640,000, or 5.8%, when compared to the prior year's comparable
fiscal quarter as a result of one additional Country Music issue and one custom
publishing project for the quarter ended December 2002. Excluding this custom
publishing project and the additional Country Music Magazine issue, advertising
revenues increased $300,000 or 2.9%.
Total operating expenses for the current fiscal quarter decreased by $11,209,000
when compared to the prior year's comparable fiscal quarter. This decrease was
primarily due to the elimination of the amortization of goodwill and tradenames
due to our adoption of SFAS No. 142 during the current fiscal year. The prior
year's comparable fiscal quarter included $13.0 million (net of tax) of
amortization for goodwill and tradenames. This decrease was also due to reduced
production costs when compared to the prior year's comparable fiscal quarter.
Additionally, this decrease was partially offset by increased distribution costs
when compared to the prior year's comparable fiscal quarter due to higher costs
to distribute the larger 60 page National Enquirer and Star.
Interest expense decreased for the current fiscal quarter by $526,000 to
$15,085,000 compared to the prior year's comparable fiscal quarter. This
decrease in interest expense relates to a lower average effective interest rate,
offset by a higher amount of debt outstanding for the current fiscal quarter.
15
THREE FISCAL QUARTERS ENDED DECEMBER 23, 2002 VS THREE FISCAL QUARTERS ENDED
DECEMBER 24, 2001
Total operating revenues were $271,585,000 for the three current fiscal
quarters. Operating revenues decreased by $2,966,000, or 1.1%, from the prior
year's comparable three fiscal quarters. Circulation revenue decreased $6.2
million, primarily due to decreased single copy sales from our tabloids, which
were down 5.4% in terms of units we believe, in part, due to the anthrax
incident last October. The overall newsstand circulation for the industry in
terms of units is down approximately 7% compared to the prior year. The
circulation revenue declines were partially offset by an increase in advertising
revenues, which increased 1.8% from $29.2 million to $29.7 million, despite a
weak industry-wide advertising climate, and an increase in other revenue of $2.7
million or 18.0% due to an increase in DSI's marketing revenue.
Circulation revenues (which include all single copy and subscription sales) were
$224,306,000 for the three current fiscal quarters. Circulation revenues
decreased by $6,182,000, or 2.7%, when compared to the three prior year's
comparable fiscal quarters. The circulation decline is primarily related to a
decrease in unit sales for the tabloids of 5.4% from the three prior year's
comparable quarters and an increase in our discount paid to our wholesalers as a
result of our new agreements entered into in January 2002. These new wholesale
agreements are intended to ensure that we will have complete distribution of our
entire product line. These declines were partially offset by a twenty-cent cover
price increase for the NATIONAL ENQUIRER and STAR and a ten-cent cover price
increase for the GLOBE, NATIONAL EXAMINER, WEEKLY WORLD NEWS and SUN.
Advertising revenues were $29,714,000 for the three current fiscal quarters.
Advertising revenues increased by $532,000, or 1.8%, when compared to the three
prior year's comparable fiscal quarters. During the prior year, we produced one
custom published magazine. Excluding this custom published magazine, advertising
revenue increased $1,215,000 or 4.3%. For the twelve months ended December 2002,
the NATIONAL ENQUIRER and STAR are up 20.7% in pages, while the industry is down
7.1%.
Total operating expenses for the three current fiscal quarters decreased by
$40,085,000 when compared to the three prior year's comparable fiscal quarters.
This decrease was primarily due to the elimination of the amortization of
goodwill and tradenames due to our adoption of SFAS No. 142 during the current
fiscal year. The prior year's comparable fiscal quarters included $38.9 million
(net of tax) of amortization for goodwill and tradenames. This decrease was also
due to management's initiatives to reduce editorial and production costs when
compared to the prior year's comparable fiscal quarters.
Interest expense decreased for the three current fiscal quarters by $8,650,000
to $39,931,000 compared to the prior year's comparable fiscal quarters. This
decrease in interest expense relates to a lower average effective interest rate,
offset by a higher amount of debt outstanding for the three current fiscal
quarters. Additionally, on June 29, 2002 and October 8, 2002, we received
$3,277,000 and $3,978,000, respectively, to terminate our interest rate swap
agreements. The $3,277,000 and $3,978,000 were recognized as a reduction to
interest expense for the three current fiscal quarters.
16
LIQUIDITY AND CAPITAL RESOURCES
Our liquidity requirements have significantly increased, primarily due to
increased interest and principal payment obligations under the credit agreement
which, other than certain excess cash flow payment obligations, commenced in
fiscal 2002. We believe that the net cash generated from operating activities
and amounts available under the $60.0 million revolving credit facility will be
sufficient to fund our debt service requirements under the credit agreement and
the Notes, to make capital expenditures and to cover working capital
requirements. As of February 6, 2003, there were no amounts outstanding on our
$60 million revolving credit facility. We believe, however, that based upon our
current level of operations and anticipated growth, it will be necessary to
refinance the Notes upon their maturity. To the extent we make future
acquisitions, we may require new sources of funding, including additional debt,
or equity financing or some combination thereof. There can be no assurances that
such additional sources of funding will be available to us on acceptable terms.
Our ability to make scheduled payments of principal and interest under the
credit agreement and the Notes, as well as our other obligations and
liabilities, is subject to our future operating performance which is dependent
upon general economic, financial, competitive, legislative, regulatory, business
and other factors beyond our control.
At December 23, 2002, we had cash and cash equivalents of $49.6 million and a
working capital deficiency of $0.9 million. We do not consider our working
capital deficiency to be a true measure of our liquidity position as our working
capital needs typically are met by cash generated by our business. Our working
capital deficiency resulted principally from:
o our policy of using available cash to reduce borrowings which are
recorded as noncurrent liabilities, thereby reducing current assets
without a corresponding reduction in current liabilities;
o our minimal accounts receivable level relative to revenues, as most of
our sales revenues are received from national distributors as advances
based on estimated single copy circulation; and
o accounting for deferred revenues as a current liability. Deferred
revenues are comprised of deferred subscriptions, advertising and
single copy revenues and represent payments received in advance of the
period in which the related revenues will be recognized.
Historically, our primary sources of liquidity have been cash generated from
operations and amounts available under our credit agreements, which have been
used to fund shortfalls in available cash. Cash and cash equivalents on March
25, 2002 of $18.7 million and cash generated during the nine months ended
December 23, 2002 was used to fund working capital requirements, fund capital
expenditures and make term loan principal payments.
17
We made capital expenditures in the three fiscal quarters ended December 23,
2002 and December 24, 2001 totaling $15.6 million and $19.4 million,
respectively.
At December 23, 2002, our outstanding indebtedness totaled $731.4 million, of
which $330.0 million represented borrowings under the credit agreement and
$401.4 million represents subordinated debt obligations. At February 6, 2003,
our outstanding indebtedness totaled $1,020.2 million, of which $469.1 million
represented borrowings under the credit agreement. The increase in our total
indebtedness as of February 6, 2003 is due to $150 million 8-7/8% Senior
Subordinated Notes due 2011 and a $140 million new tranche C-1 term loan under
our credit agreement issued in connection with our acquisition of Weider.
As of December 23, 2002, the Company's effective interest rate on borrowings
under the credit agreement was 4.50%. The effective rate for borrowings under
the credit agreement averaged 5.31% for the three fiscal quarters ended December
23, 2002. The effective rate for borrowings under the credit agreement averaged
7.60% for the three fiscal quarters ended December 24, 2001.
We have no material assets or operations other than the investments in our
subsidiaries. The Notes are unconditionally guaranteed, on a senior subordinated
basis, by all of our subsidiaries. Each subsidiary that will be organized in the
future by us, unless such subsidiary is designated as an unrestricted
subsidiary, will jointly, severally, fully and unconditionally guarantee the
Notes on a senior subordinated basis. Note guarantees are joint and several,
full and unconditional and general unsecured obligations of the note guarantors.
The note guarantors are our subsidiaries. At present, the note guarantors
comprise all of our direct and indirect subsidiaries. Note guarantees are
subordinated in right of payment to all existing and future senior debt of the
note guarantors, including the credit facility, and are also effectively
subordinated to all secured obligations of note guarantors to the extent of the
assets securing such obligations, including the credit facility. Furthermore,
the Notes indenture permits note guarantors to incur additional indebtedness,
including senior debt, subject to certain limitations.
So long as the factors set forth in the paragraph immediately above remain true
and correct, under applicable SEC rules and regulations, we believe that note
guarantors will not need to individually comply with the reporting requirements
of the Exchange Act, nor will we have to include separate financial statements
and other disclosures concerning each of the note guarantors in its Exchange Act
reports.
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION ("EBITDA")
The following table and discussion summarizes EBITDA for the three and nine
months ended December 23, 2002 and December 24, 2001.
Fiscal Quarter Fiscal Quarter Three Fiscal Three Fiscal
Ended Ended Quarters Ended Quarters Ended
December 24, 2001 December 23, 2002 December 24, 2001 December 23, 2002
---------------------------- -------------------------- ------------------------- --------------------------
$32,070,000 $33,699,000 $97,927,000 $99,714,000
The Company defines EBITDA as net income (loss) before extraordinary charges,
interest expense, income taxes, depreciation and amortization, other income
(expense), loss on insurance settlement and temporary rent expense of $199,000
and $580,000 for the three and nine months ended December 23, 2002. EBITDA is
presented and discussed because the Company considers EBITDA an important
indicator of the operational strength and performance of its business including
the ability to provide cash flows to service debt and fund capital expenditures.
EBITDA, however, should not be considered an alternative to operating or net
income (loss), as an indicator of the performance of the Company, or as an
alternative to cash flows from operating activities as a measure of liquidity,
in each case determined in accordance with GAAP.
NEW ACCOUNTING PRONOUNCEMENTS
In October 2001, the FASB issued statement No. 144, ACCOUNTING FOR THE
IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS ("SFAS No. 144"). SFAS No. 144
provides guidance on the accounting for the impairment or disposal of long-lived
assets. The objectives of SFAS No. 144 are to address issues relating to the
implementation of statement No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED
ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF, and to develop a model for
long-lived assets to be disposed of by sale, whether previously held and used or
newly acquired. SFAS No. 144 was effective for us commencing with our 2003
fiscal year. Upon adoption, this accounting pronouncement did not have a
significant impact on our financial position or results of operations.
18
In April 2002, the FASB issued statement No. 145, RESCISSION OF FASB STATEMENTS
4, 44 AND 64, AMENDMENT TO FASB STATEMENT 13, AND TECHNICAL CORRECTIONS. One of
the major changes of this statement is to change the accounting for the
classification of gains and losses from the extinguishment of debt. Upon
adoption, the Company will follow APB 30, REPORTING THE RESULTS OF
OPERATIONS--REPORTING THE EFFECTS OF DISPOSAL OF A SEGMENT OF A BUSINESS, AND
EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING EVENTS AND TRANSACTIONS in
determining whether such extinguishment of debt may be classified as
extraordinary. The provisions of this statement related to the rescission of
FASB Statement No. 4 shall be applied in fiscal years beginning after May 15,
2002 with early application encouraged.
In June 2002, the FASB issued Statement No. 146, ACCOUNTING FOR COSTS ASSOCIATED
WITH EXIT OR DISPOSAL ACTIVITIES. This statement requires recording costs
associated with exit or disposal activities at their fair values when a
liability has been incurred. Under previous guidance, certain exit costs were
accrued upon management's commitment to an exit plan, which is generally before
an actual liability has been incurred. Adoption of this statement is to be
applied prospectively to exit or disposal activities initiated after December
31, 2002.
FORWARD-LOOKING STATEMENTS
Some of the information presented in this Form 10-Q constitutes forward-looking
statements, including, in particular, the statements about our plans, strategies
and prospects under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations." We have based these
forward-looking statements on our current assumptions, expectations and
projections about future events. We caution you that a variety of factors could
cause business conditions and results to differ materially from what is
contained in the forward-looking statements. These forward-looking statements
are subject to risks, uncertainties and assumptions about us, including, among
other things:
o our high degree of leverage and significant debt service obligations,
o our ability to increase circulation and advertising revenues,
o the effect that our wholesaler agreements will have on circulation,
o market conditions for our publications
o our ability to develop new publications and services,
o outcomes of pending and future litigation,
o the effects of terrorism, including bio-terrorism, on our business,
o increasing competition by domestic and foreign media companies,
o changes in the costs of paper used by us,
o any future changes in management and
o general risks associated with the publishing industry.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain market risks that are inherent in our
financial statements. We are subject to interest risk on our credit facilities
and any future financing requirements. Our fixed rate debt consists primarily of
Senior Subordinated Notes. In November 2000, we entered into a $90 million
interest rate swap agreement which expired in May 2002, under which we paid a
fixed rate of 6.53%. This interest rate swap agreement effectively converted a
portion of our variable-rate debt to fixed-rate debt.
19
Effective March 26, 2002, we entered into two interest rate swap
agreements, which effectively converted a portion of our fixed-rate debt to
variable rate debt. The first agreement, which was originally scheduled to
expire in May 2004, had a notional amount of $125 million. Under this agreement,
we were to receive a fixed rate of 10.25% and were to pay LIBOR in arrears plus
a spread of 5.265%. The second agreement, which was originally scheduled to
expire in May 2005, had a notional amount of $25 million. Under this agreement,
we were to receive a fixed rate of 10.25% and we were to pay LIBOR in arrears
plus a spread of 4.885%. On June 29, 2002, the Company received $3,277,000 to
terminate these two interest rate swap agreements. This amount received was
recognized as a reduction of interest expense for the quarter ended June 24,
2002.
Additionally, effective June 28, 2002, we entered into two new interest
rate swap agreements, which effectively converted a portion of fixed-rate debt
to variable rate debt. The first agreement, which was originally scheduled to
expire in May 2004, had a notional amount of $125 million. Under this agreement,
we were to receive a fixed rate of 10.25% and pay LIBOR in arrears plus a spread
of 6.49%. The second agreement, which was originally scheduled to expire in May
2005, had a notional amount of $25 million. Under this agreement, we were to
receive a fixed rate of 10.25% and pay LIBOR in arrears plus a spread of 5.99%.
On October 8, 2002, the Company received $3,978,000 to terminate these two
interest rate swap agreements, which was recognized as a reduction of interest
expense for the three quarters ended December 23, 2002. We currently have no
interest rate swap agreements outstanding.
The following table presents the future principal payment obligations and
weighted average interest rates associated with our existing credit instruments
assuming our actual level of indebtedness as of December 23, 2002 (in 000's):
FISCAL YEAR ENDED
------------------------------------------------------------------
2003 2004 2005 2006 THEREAFTER FAIR VALUE
-------- -------- ------ ------ ---------- -----------
Liabilities:
$400,000 Fixed Rate (10.25%) -- -- -- -- $400,000 $414,000
$740 Fixed Rate (11.63%) -- -- 740 -- -- 740
Term Loan and Revolving Loan
Variable Rate (5.31% for the three
quarters ended Dec. 23, 2002) $ 1,186 $ 5,114 $5,607 $6,099 $311,990 $329,996
Interest rate changes result in increases or decreases in our income
before taxes and cash provided from operating activities. A 1% change in our
weighted interest rate on our variable debt would result in a change of $825,000
in our interest expense for the three months ended December 23, 2002.
Our primary market risk exposures relate to (1) the interest rate risk
on long-term and short-term borrowings, (2) our ability to refinance our Senior
Subordinated Notes at maturity at market rates, (3) the impact of interest rate
movements on our ability to meet interest expense requirements and comply with
financial covenants and (4) the impact of interest rate movements on our ability
to obtain adequate financing to fund acquisitions. We manage the interest rate
risk on our outstanding long-term and short-term debt through our use of fixed
and variable rate debt. While we cannot predict or manage our ability to
refinance existing debt or the impact interest rate movements will have on our
ability to refinance existing debt or the impact interest rate movements will
have on our existing debt, we continue to evaluate our financial position on an
ongoing basis.
20
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our chief executive officer and chief financial officer have reviewed and
evaluated the effectiveness of our disclosure controls and procedures (as
defined in Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of
a date within 90 days before the filing date of this quarterly report. Based on
that evaluation, our chief executive officer and chief financial officer have
concluded that our current disclosure controls and procedures are effective,
timely providing them with material information required to be disclosed in the
reports we file or submit under the Securities Exchange Act of 1934.
CHANGES IN INTERNAL CONTROLS
There have not been any significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation. There were no significant deficiencies or material weaknesses,
and therefore no corrective actions were taken.
21
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See footnote 10 of Part I, Item I.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Exhibit 99.1 Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 99.2 Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
b. Reports on Form 8-K during the quarter ended December 24, 2002
None
22
SIGNATURE
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 OPERATIONS, INC.
-------------------------------
Registrant
Date: February 6, 2003 BY /s/ JOHN A. MILEY
--------------------
John A. Miley
Executive Vice President
Chief Financial Officer
23