<PAGE> 1
================================================================================
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 Commission file number 1-11112
ended December 30, 1996
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
---------------
America Media Operations, Inc. (1) HAS FILED all reports required to be filed
by Section 13 or 15(d) of 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 February 3, 1997 (the latest practicable date) there were 7,507 common
shares outstanding.
================================================================================
<PAGE> 2
AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
Pages (s)
---------
<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>
- 2 -
<PAGE> 3
AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 30 AND MARCH 25, 1996
(IN 000'S, EXCEPT SHARE INFORMATION)
<TABLE>
<CAPTION>
ASSETS December 30 March 25 LIABILITIES AND STOCKHOLDER'S EQUITY December 30 March 25
----------- -------- ----------- --------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS: CURRENT LIABILITIES:
Cash and cash equivalents $ 8,392 $ 4,643 Current maturities of term loan $ 39,368 $ 34,744
Receivables, net 5,239 5,405 10.09% Zero Coupon Notes Due 1997 15,390
Inventories 9,122 14,526 Accounts payable 15,606 18,049
Prepaid expenses and other 2,899 3,974 Accrued expenses 17,180 14,537
-------- -------- Accrued interest 7,804 12,178
Total current assets 25,652 28,548 Accrued and current deferred income taxes 9,948 9,093
-------- -------- Deferred revenues 27,944 30,506
-------- --------
Total current liabilities 133,240 119,107
DUE FROM PARENT COMPANY 984 617 -------- --------
-------- --------
PROPERTY AND EQUIPMENT, at cost: TERM LOAN AND REVOLVING CREDIT
Land and improvements 2,111 2,111 COMMITMENT, net of current portion 285,072 309,756
Buildings 1,928 1,928 -------- --------
Machinery, fixtures and equipment 15,544 11,781
Display racks 19,225 18,424
-------- --------
38,808 34,244
Less - accumulated depreciation (14,665) (12,981) SUBORDINATED INDEBTEDNESS:
-------- -------- 11.63% Senior Subordinated Notes Due 2004 200,000 200,000
24,143 21,263 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 7,672 7,923
DEFERRED DEBT COSTS, net 11,731 13,811 -------- --------
-------- --------
COMMITMENTS AND CONTINGENCIES (NOTE 5)
GOODWILL, net of accumulated amortization STOCKHOLDER'S EQUITY:
of $107,496 and $96,130 497,755 509,121 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 17,489 9,950
OTHER INTANGIBLES, net of accumulated -------- --------
amortization of $38,366 and $33,926 109,634 114,074 TOTAL STOCKHOLDER'S EQUITY 43,781 36,242
-------- -------- -------- --------
-------- -------- -------- --------
$669,899 $687,434 $669,899 $687,434
======== ======== ======== ========
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these consolidated balance sheets.
- 3 -
<PAGE> 4
AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN 000's)
<TABLE>
<CAPTION>
Fiscal Quarter Ended Three Fiscal Quarters Ended
----------------------------------------- ----------------------------------------
December 30, 1996 December 25, 1995 December 30, 1996 December 25, 1995
----------------- ----------------- ----------------- -----------------
(40 Weeks) (39 Weeks)
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Circulation $ 66,393 $ 63,378 $203,233 $193,908
Advertising 5,691 6,012 18,768 17,604
Other 5,446 3,714 13,495 10,769
-------- -------- -------- --------
77,530 73,104 235,496 222,281
-------- -------- -------- --------
OPERATING EXPENSES:
Editorial 6,894 7,097 20,608 20,929
Production 19,368 21,346 61,766 62,666
Distribution, circulation and
other cost of sales 15,476 13,335 44,394 40,136
Selling, general and
administrative expenses 7,846 6,496 22,506 18,811
Television advertising 313 1,556 1,042 4,556
Depreciation and amortization 7,422 7,136 21,798 23,239
-------- -------- -------- --------
57,319 56,966 172,114 170,337
-------- -------- -------- --------
Operating Income 20,211 16,138 63,382 51,944
INTEREST EXPENSE (13,626) (14,175) (42,830) (42,679)
OTHER EXPENSE, net (409) (220) (1,417) (895)
-------- -------- -------- --------
(14,035) (14,395) (44,247) (43,574)
Income before provision for income taxes 6,176 1,743 19,135 8,370
PROVISION FOR INCOME TAXES 3,752 2,118 11,596 7,509
-------- -------- -------- --------
Net income (loss) $ 2,424 $ (375) $ 7,539 $ 861
======== ======== ======== ========
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.
- 4 -
<PAGE> 5
AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE FISCAL QUARTERS ENDED DECEMBER 30, 1996 AND DECEMBER 25, 1995
(IN 000'S)
<TABLE>
<CAPTION>
December 30,1996 December 25,1995
---------------- ----------------
(40 Weeks) (39 Weeks)
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 7,539 $ 861
Adjustments to reconcile net income to ------- -------
net cash provided from operating activities-
Depreciation and amortization 21,798 23,239
Deferred debt cost amortization 2,380 2,302
Senior subordinated discount note accretion 1,118 988
Decrease (increase), net of amounts acquired in-
Receivables, net 45 601
Inventories 5,404 (1,835)
Prepaid expenses and other 1,193 3,722
Increase (decrease), net of amounts assumed in-
Accounts payable (2,472) 910
Accrued expenses (2,419) (7,994)
Accrued and deferred income taxes 604 12
Deferred revenues (2,562) (4,322)
------- -------
Total adjustments 25,089 17,623
------- -------
Net cash provided from operating activities 32,628 18,484
------- -------
Cash Flows from Investing Activities:
Capital expenditures (6,282) (6,978)
Acquisition of business (2,237) --
Payments on note receivable -- 1,492
------- -------
Net cash used in investing activities (8,519) (5,486)
------- -------
Cash Flows from Financing Activities:
Loan and revolving credit commitment principal repayments (66,060) (63,250)
Proceeds from term loan and revolving credit commitment 46,000 50,000
Repayment of senior subordinated indebtedness -- (22)
Payment of deferred debt costs (300) (300)
------- -------
Net cash used in financing activities (20,360) (13,572)
------- -------
Net Increase (Decrease) in Cash and Cash Equivalents 3,749 (574)
Cash and Cash Equivalents at Beginning of Period 4,643 6,297
------- -------
Cash and Cash Equivalents at End of Period $ 8,392 $ 5,723
======= =======
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for -
Income taxes $ 9,608 $ 2,377
Interest 43,644 46,135
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.
- 5 -
<PAGE> 6
AMERICAN MEDIA OPERATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 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 December 30, 1996 are not necessarily indicative of
the results that may be expected for the fiscal year ending March 31, 1997.
The three fiscal quarters ended December 30, 1996 includes 40 weeks compared to
39 weeks in the same prior year fiscal period which ended on December 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 $859,000
and $2,928,000 higher than the amounts reported in the accompanying
consolidated balance sheets as of December 30 and March 25, 1996, respectively.
Inventories are comprised of the following as of December 30 and March 25,
1996:
<TABLE>
<CAPTION>
Dec. 30 March 25
------- --------
<S> <C> <C>
Raw materials -- newsprint................ $5,417 $10,403
Finished product -- newsprint, pro-
duction and distribution costs of
future issues........................... 3,705 4,123
------ -------
$9,122 $14,526
====== =======
</TABLE>
-6-
<PAGE> 7
(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 December 30, 1996, the Company had $324.4 million in loans outstanding
with its bank syndicate led by Chase Manhattan Bank (formerly "Chemical Bank"),
as agent, (the "Credit Agreement"). No amounts were borrowed under the Credit
Agreement's $75 million revolving credit commitment.
As of December 30, 1996, the Company's effective interest rate on borrowings
under the Credit Agreement was 7.6%. The effective interest rate for
borrowings under the Credit Agreement averaged 7.9% for the fiscal quarter
ended December 30, 1996 as compared to 8.5% on borrowings for the fiscal
quarter ended December 25, 1995. For the three fiscal quarters ended December
30, 1996, the effective interest rate was 7.9% as compared to 8.5% 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 December 30, 1996, the Company had cash and cash equivalents of $8.4 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 December 30, 1996, the Company had a working capital deficit of $107.6
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 December 30, 1996, no amounts were borrowed under the Company's
revolving credit commitment.
-8-
<PAGE> 9
RESULTS OF OPERATIONS
Fiscal Quarter Ended December 30, 1996 vs Fiscal Quarter Ended December 25, 1995
Total revenues of $77,530,000 for the current fiscal quarter ended December 30,
1996 increased by $4,426,000 or 6.1% from the comparable prior fiscal year
quarter.
Circulation revenues (which includes all single copy and subscription sales) of
$66,393,000 increased $3,015,000 or 4.8% from the comparable prior year quarter
due primarily to the $.10 per copy increases in cover price for National
Enquirer and Star, which became effective with the July 23, 1996 issues. The
price increases offset single copy unit sales declines from the comparable prior
year quarter of 5.8% and 7.1% for National Enquirer and Star, respectively.
Single copy revenues from Weekly World News were lower as single copy unit sales
declined 6.8% when compared to the same prior year period. Compared to the
fiscal quarter ended December 25, 1995 Soap Opera Magazine and Country Weekly
single copy unit sales increased by 10.5% and 4.7%, respectively.
Subscription revenues of $9,558,000 increased $325,000 or 3.5% over the
comparable prior year quarter as a result of 25% increase in subscription unit
sales generated by Country Weekly.
Advertising revenues of $5,691,000 decreased $320,000 or 5.3% compared to the
prior year quarter reflecting primarily the effect of fewer pages of
advertising in Star.
Total operating expenses of $57,319,000 increased $353,000 or less than 1%
compared to the same prior year quarter. Production costs decreased by
$1,978,000 reflecting recent declines in the market prices for paper.
Distribution, circulation and other cost of sales together with selling, general
and administrative expenses increased by a combined total of $3,491,000
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 $1,243,000 as the Company did not
repeat the prior year quarter's national television advertising campaigns for
National Enquirer and Star.
Interest expense decreased $549,000 to $13,626,000 from $14,175,000 in the
comparable prior year quarter reflecting a decrease in the average balance of
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
Three Fiscal Quarters Ended December 30, 1996 vs
Three Fiscal Quarters Ended December 25, 1995
Total revenues of $235,496,000 for the current three fiscal quarters ended
December 30, 1996 increased by $13,215,000 or 5.9% from the comparable prior
year period. The current three fiscal quarters includes 40 weeks as compared
to 39 weeks in the same prior year period.
Circulation revenues (which includes all single copy and subscription sales) of
$203,233,000 increased $9,325,000 or 4.8% from the comparable prior year period
due primarily to one additional issue for each publication in the current three
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
three quarters of 4.6% and 10.4%, respectively. Soap Opera Magazine single copy
revenue was higher as average weekly single copy unit sales increased by
approximately 13.3% when compared to the same prior year period. Although Weekly
World News and Country Weekly average weekly sales declined 8.4% and .6%,
respectively, when compared to the same prior year period their single copy
revenues were favorably impacted by cover price increases.
Subscription revenues of $29,778,000 increased $2,039,000 or 7.4% over the
comparable prior year three quarters as a result of one additional issue for
each publication and higher levels of subscriptions generated by Country Weekly
and Soap Opera Magazine in the current three fiscal quarters.
Advertising revenues of $18,768,000 increased $1,164,000 or 6.6% compared to
the three prior year quarters. On an equivalent number of issues basis,
advertising revenues increased by approximately $695,000 or 3.9% reflecting,
higher advertising revenues for each of the Company's publications, excluding
Star.
On an equivalent number of issues basis and excluding television advertising and
depreciation and amortization, operating expenses for the current three fiscal
quarters increased by $3,000,000 or 2.1%. Production costs decreased on an
equivalent basis by $2,444,000 reflecting recent declines in the market prices
for paper. Distribution, circulation and other cost of sales together with
selling, general and administrative expenses increased by a combined equivalent
total of $6,281,000 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 $3,514,000 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.
-10-
<PAGE> 11
Interest expense increased $151,000 to $42,830,000 from $42,679,000 in the
comparable prior year three quarters, reflecting, primarily, an additional
week's interest in the current three fiscal quarters offset by decreases in
both the average balance of debt outstanding and average interest rates.
The Company's effective income tax rate for the current three 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.
-11-
<PAGE> 12
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
During the fiscal quarter ended December 30, 1996, the Company filed no reports
on Form 8-K.
Exhibit 27 Financial Data Schedule (for SEC use only)
-12-
<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
February 7, 1997 By: /s/ Richard W. Pickert
- ---------------- -------------------------
Date Richard W. Pickert
Senior Vice President
Chief Financial Officer
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF AMERICAN MEDIA OPERATIONS, INC. FOR THE NINE MONTHS
ENDED DECEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> MAR-26-1996
<PERIOD-END> DEC-30-1996
<CASH> 8,392
<SECURITIES> 0
<RECEIVABLES> 5,239
<ALLOWANCES> 0
<INVENTORY> 9,122
<CURRENT-ASSETS> 25,652
<PP&E> 38,808
<DEPRECIATION> 14,665
<TOTAL-ASSETS> 669,899
<CURRENT-LIABILITIES> 133,240
<BONDS> 485,206
0
0
<COMMON> 2
<OTHER-SE> 43,779
<TOTAL-LIABILITY-AND-EQUITY> 669,899
<SALES> 235,496
<TOTAL-REVENUES> 235,496
<CGS> 172,114
<TOTAL-COSTS> 172,114
<OTHER-EXPENSES> 1,417
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 42,830
<INCOME-PRETAX> 19,135
<INCOME-TAX> 11,596
<INCOME-CONTINUING> 7,539
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,539
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
