<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
---------
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996 Commission file number
1-11112
AMERICAN MEDIA OPERATIONS, INC.
(Exact name of the registrant as specified in its charter)
Delaware 59-2094424
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
600 South East Coast Avenue, Lantana
Florida 33462
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (561)540-1000
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America 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
preceeding 12 months, and (2) HAS BEEN subject to such filing requirements for
the past 90 days.
As of November 7, 1996 (the latest practicable date) there were 7,507 common
shares outstanding.
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AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
Pages (s)
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<S> <C> <C>
PART I. FINANCIAL INFORMATION:
Consolidated Balance Sheets....................... 3
Consolidated Statements of Operations............. 4
Consolidated Statements of Cash Flows............. 5
Notes to Consolidated Financial Statements........ 6 - 7
Management's Discussion and Analysis of
Financial Condition and Results of Operations....... 8 - 11
PART II. OTHER INFORMATION................................... 12
SIGNATURE..................................................... 13
</TABLE>
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<PAGE> 3
AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30 AND MARCH 25, 1996
(IN 000'S, EXCEPT SHARE INFORMATION)
<TABLE>
<CAPTION>
ASSETS SEPTEMBER 30 MARCH 25
------------ --------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 5,885 $ 4,643
Receivables, net 7,917 5,405
Inventories 11,369 14,526
Prepaid expenses and other 2,595 3,974
-------- --------
Total current assets 27,766 28,548
-------- --------
DUE FROM PARENT COMPANY 967 617
-------- --------
PROPERTY AND EQUIPMENT, at cost:
Land and improvements 2,111 2,111
Buildings 1,928 1,928
Machinery, fixtures and equipment 14,385 11,781
Display racks 18,437 18,424
-------- --------
36,861 34,244
Less - accumulated depreciation (13,619) (12,981)
-------- --------
23,242 21,263
-------- --------
DEFERRED DEBT COSTS, net 12,209 13,811
-------- --------
GOODWILL, net of accumulated amortization
of $103,707 and $96,130 501,544 509,121
-------- --------
OTHER INTANGIBLES, net of accumulated
amortization of $36,886 and $33,926 111,114 114,074
-------- --------
-------- --------
$676,842 $687,434
======== ========
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDER'S EQUITY SEPTEMBER 30 MARCH 25
------------ --------
(UNAUDITED)
<C> <C> <C>
CURRENT LIABILITIES:
Current maturities of term loan $ 39,368 $ 34,744
10.09% Zero Coupon Notes Due 1997 15,018 --
Accounts payable 12,062 18,049
Accrued expenses 15,976 14,537
Accrued interest 13,710 12,178
Accrued and current deferred income taxes 10,349 9,093
Deferred revenues 26,040 30,506
-------- --------
Total current liabilities 132,523 119,107
-------- --------
TERM LOAN AND REVOLVING CREDIT
COMMITMENT, net of current portion 295,072 309,756
-------- --------
SUBORDINATED INDEBTEDNESS:
11.63% Senior Subordinated Notes Due 2004 200,000 200,000
10.09% Zero Coupon Notes Due 1997 -- 14,272
10.38% Senior Subordinated Notes Due 2002 134 134
-------- --------
200,134 214,406
-------- --------
DEFERRED INCOME TAXES 7,756 7,923
-------- --------
COMMITMENTS AND CONTINGENCIES (NOTE 5)
STOCKHOLDER'S EQUITY:
Common stock, $.20 par value; 10,000
shares authorized, 7,507 shares
issued and outstanding 2 2
Additional paid-in capital 26,290 26,290
Retained earnings 15,065 9,950
-------- --------
TOTAL STOCKHOLDER'S EQUITY 41,357 36,242
-------- --------
$676,842 $687,434
======== ========
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these consolidated balance sheets.
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<PAGE> 4
AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN 000'S)
<TABLE>
<CAPTION>
FISCAL QUARTER ENDED TWO FISCAL QUARTERS ENDED
---------------------------------------- ----------------------------------------
SEPTEMBER 30, 1996 SEPTEMBER 25, 1995 SEPTEMBER 30, 1996 SEPTEMBER 25, 1995
------------------ ------------------ ------------------ ------------------
(27 weeks) (26 weeks)
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Circulation $67,717 $66,561 $136,840 $130,530
Advertising 6,018 5,569 13,077 11,592
Other 4,382 3,591 8,049 7,055
------- ------- -------- --------
78,117 75,721 157,966 149,177
------- ------- -------- --------
OPERATING EXPENSES:
Editorial 6,688 6,778 13,714 13,832
Production 19,770 20,980 42,398 41,320
Distribution, circulation and
other cost of sales 14,121 12,914 28,918 26,801
General, administrative and
other operating expenses 7,817 6,396 14,660 12,315
Television advertising 323 1,375 729 3,000
Depreciation and amortization 7,183 7,262 14,376 16,103
------- ------- -------- --------
55,902 55,705 114,795 113,371
------- ------- -------- --------
Operating Income 22,215 20,016 43,171 35,806
INTEREST EXPENSE (14,029) (14,252) (29,204) (28,504)
OTHER EXPENSE, net (577) (197) (1,008) (675)
------- ------- -------- --------
(14,606) (14,449) (30,212) (29,179)
Income before provision for income taxes 7,609 5,567 12,959 6,627
PROVISION FOR INCOME TAXES 4,330 3,537 7,844 5,391
------- ------- -------- --------
Net income $ 3,279 $ 2,030 $ 5,115 $ 1,236
======= ======= ======== ========
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.
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<PAGE> 5
AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE TWO FISCAL QUARTERS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 25, 1995
(IN 000'S)
<TABLE>
<CAPTION>
SEPTEMBER 30,1996 SEPTEMBER 25,1995
----------------- -----------------
(27 WEEKS) (26 WEEKS)
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 5,115 $ 1,236
------- -------
Adjustments to reconcile net income to
net cash provided from (used in) operating activities-
Depreciation and amortization 14,376 16,103
Deferred debt cost amortization 1,602 1,537
Senior subordinated discount note accretion 746 651
Decrease (increase) in-
Receivables, net (2,862) (4,326)
Inventories 3,157 380
Prepaid expenses and other 1,379 2,570
Increase (decrease) in-
Accounts payable (5,987) (1,320)
Accrued expenses 2,971 (1,862)
Accrued and deferred income taxes 1,089 287
Deferred revenues (4,466) (5,417)
------- -------
Total adjustments 12,005 8,603
------- -------
Net cash provided from operating activities 17,120 9,839
------- -------
Cash Flows from Investing Activities:
Capital expenditures (3,581) (5,294)
Acquisition of business (2,237) --
Payments on note receivable -- 1,492
------- -------
Net cash used in investing activities (5,818) (3,802)
------- -------
Cash Flows from Financing Activities:
Loan and revolving credit commitment principal repayments (40,060) (50,250)
Proceeds from term loan and revolving credit commitment 30,000 44,000
Repayment of senior subordinated indebtedness -- (22)
------- -------
Net cash used in financing activities (10,060) (6,272)
------- -------
Net Increase (Decrease) in Cash and Cash Equivalents 1,242 (235)
Cash and Cash Equivalents at Beginning of Period 4,643 6,297
------- -------
Cash and Cash Equivalents at End of Period $ 5,885 $ 6,062
======= =======
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for -
Income taxes $ 5,429 $ --
Interest 25,307 26,146
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.
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<PAGE> 6
AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(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 accounting 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 Operations Inc., (together with
its wholly-owned subsidiaries, the "Company") for the fiscal year ended March
25, 1996. In the opinion of management, all adjustments considered necessary
for a fair presentation have been included. Operating results for the fiscal
periods ended September 30, 1996 are not necessarily indicative of the results
that may be expected for the fiscal year ending March 31, 1997.
The two fiscal quarters ended September 30, 1996 includes 27 weeks compared to
26 weeks in the same prior year fiscal period which ended on September 25,
1995.
(2) 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 $889,000
and $2,928,000 higher than the amounts reported in the accompanying
consolidated balance sheets as of September 30 and March 25, 1996,
respectively. Inventories are comprised of the following as of September 30
and March 25, 1996:
<TABLE>
<CAPTION>
Sept. 30 March 25
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<S> <C> <C>
Raw materials -- newsprint................ $ 7,598 $10,403
Finished product -- newsprint, pro-
duction and distribution costs of
future issues.......................... 3,771 4,123
------- -------
$11,369 $14,526
======= =======
</TABLE>
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(3) INCOME TAXES:
The Company files a consolidated Federal income tax return with its parent
company, American Media, Inc. and calculates its income taxes on a seperate
return basis. Income taxes have been provided based upon the Company's
anticipated annual income tax rate.
(4) CREDIT AGREEMENT:
As of September 30, 1996, the Company had $334.4 million in loans outstanding
with its bank syndicate led by Chase Manhattan Bank (formerly "Chemical Bank"),
as agent, (the "Credit Agreement") including $10.0 million borrowed under the
Credit Agreement's $75 million revolving credit commitment.
As of September 30, 1996, the Company's effective interest rate on borrowings
under the Credit Agreement was 8.0%. The effective interest rate for
borrowings under the Credit Agreement averaged 8.0% for the fiscal quarter
ended September 30, 1996 as compared to 8.5% on borrowings for the fiscal
quarter ended September 25, 1995. For the two fiscal quarters ended September
30,1996, the effective interest rate was 7.9% as compared to 8.4% for the same
prior year period.
(5) 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
said 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
said litigation, if any, will not have a material effect on the Company's
consolidated financial statements.
-7-
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1996, the Company had cash and cash equivalents of $5.9
million compared to $4.6 million at March 25, 1996. The Company's primary
sources of liquidity are cash generated from operations and amounts available
under the Company's $75 million revolving credit commitment.
As of September 30, 1996, the Company had a working capital deficit of $104.8
million. The Company believes that working capital, as traditionally defined,
is not the best measurement of its liquidity position. The Company's business
generates large amounts of cash, which typically is applied to reduce long-term
debt. The Company's working capital deficits result principally from:
> The Company's policy of using available cash to reduce borrowings
which are recorded as non-current liabilities, thereby reducing
current assets without a corresponding reduction in current
liabilities;
> The Company's minimal accounts receivable level relative to
revenues, as most of the Company's sales revenues are received
from national distributors as cash advances based on estimated
single copy sales; and
> 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.
The Company expects to continue to repay long-term debt with excess cash.
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 30, 1996, $10.0 million was borrowed under the
Company's revolving credit commitment.
-8-
<PAGE> 9
RESULTS OF OPERATIONS
Fiscal Quarter Ended September 30, 1996 vs Fiscal Quarter Ended September 25,
1995
Total revenues of $78,117,000 for the current fiscal quarter ended September 30,
1996 increased by $2,396,000 or 3.2% from the comparable prior fiscal year
quarter.
Circulation revenues (which includes all single copy and subscription sales) of
$67,717,000 increased $1,156,000 or 1.7% from the comparable prior year quarter
due primarily to an 18.1% increase in SOAP OPERA MAGAZINE single copy unit
sales in the current fiscal quarter. The $.10 per copy increases in cover
price for NATIONAL ENQUIRER and STAR, which became effective with the July 23,
1996 issues have largely offset single copy unit sales declines from the
comparable prior year quarter of 6.9% and 11.3%, respectively. Compared to
the fiscal quarter ended July 1, 1996 NATIONAL ENQUIRER single copy unit sales
were lower by 1.6% while STAR increased 4.0%. Single copy revenues from WEEKLY
WORLD NEWS and COUNTRY WEEKLY were lower as single copy unit sales declined
12.7% and 7.8%, respectively, when compared to the same prior year quarter.
Compared to the fiscal quarter ended July 1, 1996 WEEKLY WORLD NEWS and COUNTRY
WEEKLY single copy unit sales increased by 3.2% and 1.9%, respectively.
Subscription revenues of $9,515,000 increased $388,000 or 4.3% over the
comparable prior year quarter as a result of 46% increase in subscription unit
sales generated by Country Weekly.
Advertising revenues of $6,018,000 increased $449,000 or 8.1% compared to the
prior year quarter reflecting higher advertising revenues for each of the
Company's publications.
Total operating expenses of $55,902,000 increased $197,000 or less than 1%
compared to the same prior year quarter. Production costs decreased by
$1,210,000 reflecting recent declines in the market prices for paper.
Distribution, circulation and other cost of sales together with general and
administrative expenses increased by a combined total of $2,719,000 reflecting,
primarily, costs associated with the Company's expansion of its in-store
merchandising and data retrieval services to third-party clients. Television
advertising expense was lower by $1,052,000 as the Company did not repeat the
prior year quarter's national television advertising campaigns for National
Enquirer and Star.
Interest expense decreased $223,000 to $14,029,000 from $14,252,000 in the
comparable prior year quarter reflecting a decrease in average debt outstanding
as well as lower average interest rates.
The Company's effective income tax rate for the current fiscal quarter and the
same prior year period exceeded the statutory federal income tax rate of 35% as
a result of the effect of goodwill amortization which is not deductible for
income tax reporting purposes.
-9-
<PAGE> 10
Two Fiscal Quarters Ended September 30, 1996 vs
Two Fiscal Quarters Ended September 25, 1995
Total revenues of $157,966,000 for the current two fiscal quarters ended
September 30, 1996 increased by $8,789,000 or 5.9% from the comparable prior
year period. The current two fiscal quarters includes 27 weeks as compared to
26 weeks in the same prior year period.
Circulation revenues (which includes all single copy and subscription sales) of
$136,840,000 increased $6,310,000 or 4.8% from the comparable prior year period
due primarily to one additional issue for each publication in the current two
fiscal quarters. The $.10 per copy increases in cover price for NATIONAL
ENQUIRER and STAR, which became effective with the July 23, 1996 issues, have
partially offset single copy unit sales declines from the comparable prior year
two quarters of 4.1% and 11.9%, respectively. SOAP OPERA MAGAZINE single copy
revenue was higher as average weekly single copy unit sales increased by
approximately 14.8% when compared to the same prior year period. Although
WEEKLY WORLD NEWS and COUNTRY WEEKLY average weekly sales declined 9.2% and
3.1%, respectively, when compared to the same prior year period their single
copy revenues were favorably impacted by cover price increases.
Subscription revenues of $20,220,000 increased $1,713,000 or 9.3% over the
comparable prior year two quarters as a result of one additional issue for each
publication and higher levels of subscriptions generated by Country Weekly in
the current two fiscal quarters.
Advertising revenues of $13,077,000 increased $1,485,000 or 12.8% compared to
the two prior year quarters. On an equivalent number of issues basis,
advertising revenues increased by approximately $1,001,000 or 8.6% reflecting,
higher advertising revenues for each of the Company's publications.
On an equivalent number of issues basis and excluding television advertising
and depreciation and amortization, operating expenses for the current two
fiscal quarters increased by $1,730,000 or 1.8%. Production costs decreased on
an equivalent basis by $492,000 reflecting recent declines in the market prices
for paper. Distribution, circulation and other cost of sales together with
general and administrative expenses increased by a combined equivalent total of
$2,848,000 reflecting, primarily, costs associated with the Company's expansion
of its in-store merchandising and data retrieval services to third-party
clients. Television advertising expense was lower by $2,271,000 as the Company
did not repeat the prior year period's national television advertising
campaigns for National Enquirer and Star. Depreciation and amortization expense
decreased as the amortization of an intangible asset with a 5-year life was
completed in June 1995.
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<PAGE> 11
Interest expense increased $700,000 to $29,204,000 from $28,504,000 in the
comparable prior year two quarters, reflecting, primarily, an additional week's
interest in the current two fiscal quarters.
The Company's effective income tax rate for the current two fiscal quarters and
the same prior year period exceeded the statutory federal income tax rate of
35% as a result of the effect of goodwill amortization which is not deductible
for income tax reporting purposes.
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<PAGE> 12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
During the fiscal quarter ended September 30, 1996, the Company filed no
reports on Form 8-K.
Exhibits - 27 - Financial Data Schedule (for SEC use only).
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<PAGE> 13
AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
American Media Operations, Inc.
-------------------------------
Registrant
November 7, 1996 By: /s/ Richard W. Pickert
- ---------------- -----------------------
Date Richard W. Pickert
Senior Vice President
Chief Financial Officer
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> MAR-26-1996
<PERIOD-END> SEP-30-1996
<CASH> 5,885
<SECURITIES> 0
<RECEIVABLES> 7,917
<ALLOWANCES> 0
<INVENTORY> 11,369
<CURRENT-ASSETS> 27,766
<PP&E> 36,861
<DEPRECIATION> 13,619
<TOTAL-ASSETS> 676,842
<CURRENT-LIABILITIES> 132,523
<BONDS> 495,206
0
0
<COMMON> 2
<OTHER-SE> 41,355
<TOTAL-LIABILITY-AND-EQUITY> 676,842
<SALES> 157,966
<TOTAL-REVENUES> 157,966
<CGS> 114,795
<TOTAL-COSTS> 114,795
<OTHER-EXPENSES> 1,008
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 29,204
<INCOME-PRETAX> 12,959
<INCOME-TAX> 7,844
<INCOME-CONTINUING> 5,115
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,115
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
