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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 June 29, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-10784
AMERICAN MEDIA, INC.
(EXACT NAME OF THE REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------------------------------------------------
Delaware 65-0203383
(State or other jurisdiction of (IRS Employee Identification No.)
incorporation or organization)
600 East Coast Avenue, Lantana, Florida 33464-0002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (561) 540-1000
American Media, Inc. (1) HAS FILED all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months, and (2) HAS BEEN subject to such filing requirements for the past 90
days.
As of August 7, 1998 there were 21,791,088 shares of Class A Common Stock
and 20,702,005 shares of Class C Common Stock outstanding.
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AMERICAN MEDIA, INC. AND SUBSIDIARY
INDEX TO FORM 10-Q
JUNE 29, 1998
<TABLE>
<CAPTION>
PAGE(S)
PART I. FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements -
Consolidated Balance Sheets......................................... 3
Consolidated Statements of Income................................... 4
Consolidated Statements of Cash Flows............................... 5
Notes to Consolidated Financial Statements.......................... 6 - 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................... 8 - 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K........................... 9
Signature.......................................................... 10
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AMERICAN MEDIA, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 29 AND MARCH 30, 1998
(IN 000'S, EXCEPT PER SHARE INFORMATION)
<TABLE>
<CAPTION>
JUNE 29 MARCH 30
---------------- -------------
ASSETS (Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,056 $ 7,405
Receivables, net 13,002 7,852
Inventories 10,372 10,390
Prepaid expenses and other 3,012 6,681
--------- ---------
Total current assets 27,442 32,328
--------- ---------
PROPERTY AND EQUIPMENT, at cost:
Land and buildings 4,039 4,039
Machinery, fixtures and equipment 19,980 18,447
Display racks 21,531 21,662
--------- ---------
45,550 44,148
Less - accumulated depreciation (17,881) (18,149)
--------- ---------
27,669 25,999
--------- ---------
DEFERRED DEBT COSTS, net 6,740 8,688
--------- ---------
GOODWILL, net of accumulated amortization of $130,229 and $126,440 475,022 478,811
--------- ---------
OTHER INTANGIBLES, net of accumulated amortization of $47,246 and $45,766 100,754 102,234
--------- ---------
$ 637,627 $ 648,060
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of term loan $ 6,250 $ --
Accounts payable 14,112 15,556
Accrued expenses 13,432 14,939
Accrued interest 4,361 12,249
Accrued and current deferred income taxes 8,723 9,775
Deferred revenues 26,426 31,749
--------- ---------
Total current liabilities 73,304 84,268
--------- ---------
LONG TERM DEBT:
Term Loan and Revolving Credit Commitment, net of current portion 298,750 297,401
11.63% Senior Subordinated Notes Due 2004 200,000 200,000
10.38% Senior Subordinated Notes Due 2002 134 134
--------- ---------
498,884 497,535
--------- ---------
DEFERRED INCOME TAXES 7,837 7,919
--------- ---------
COMMITMENTS AND CONTINGENCIES (NOTE 7)
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value; issued and outstanding as follows -
Class A - 22,118 and 21,780 in June; 22,084 and 21,751 in March 221 221
Class C - 20,702 in June and March 207 207
Additional paid-in capital 59,242 59,018
Retained earnings 4,023 4,948
Less - Stock held in treasury, at cost (6,091) (6,056)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 57,602 58,338
--------- ---------
$ 637,627 $ 648,060
========= =========
</TABLE>
The accompanying notes to consolidated financial statements are an
integral part of these consolidated balance sheets.
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AMERICAN MEDIA, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
FOR THE FISCAL QUARTERS ENDED JUNE 29, 1998 AND JUNE 30, 1997
(IN 000'S, EXCEPT PER SHARE INFORMATION)
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
OPERATING REVENUES:
Circulation $ 62,798 $ 71,033
Advertising 5,554 6,137
Other 5,024 4,946
-------- --------
73,376 82,116
-------- --------
OPERATING EXPENSES:
Editorial 7,382 7,877
Production 20,936 21,008
Distribution, circulation and other cost of sales 18,202 17,053
Selling, general and administrative expenses 6,789 7,549
Depreciation and amortization 7,842 7,450
-------- --------
61,151 60,937
-------- --------
Operating income 12,225 21,179
INTEREST EXPENSE (12,195) (13,022)
OTHER INCOME (EXPENSE), net (Note 6) 4,156 (335)
-------- --------
Income before provision for income taxes and extraordinary charge 4,186 7,822
PROVISION FOR INCOME TAXES 2,950 4,385
-------- --------
Income before extraordinary charge 1,236 3,437
EXTRAORDINARY CHARGE, net of income taxes of $1,269,
related to early extinguishment of debt (Note 4) 2,161 --
-------- --------
Net income (loss) $ (925) $ 3,437
======== ========
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE:
Income before extraordinary charge $ 0.03 $ 0.08
Extraordinary charge (0.05) --
-------- --------
Net income (loss) $ (0.02) $ 0.08
======== ========
</TABLE>
The accompanying notes to consolidated financial statements are an
integral part of these consolidated statements.
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AMERICAN MEDIA, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FISCAL QUARTERS ENDED JUNE 29, 1998 AND JUNE 30, 1997
(IN 000'S)
<TABLE>
<CAPTION>
1998 1997
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<S> <C> <C>
Cash Flows from Operating Activities:
Net income (loss) $ (925) $ 3,437
--------- ---------
Adjustments to reconcile net income (loss) to net cash provided from
(used in) operating activities -
Extraordinary charge, net of income taxes 2,161 --
Depreciation and amortization 7,842 7,450
Deferred debt cost amortization 494 698
Senior subordinated discount note accretion -- 190
Decrease (increase) in -
Receivables, net (5,150) 1,744
Inventories 18 171
Prepaid expenses and other 3,669 (321)
Increase (decrease) in -
Accounts payable (1,444) (705)
Accrued expenses (9,407) (7,470)
Accrued and current deferred income taxes 135 3,138
Deferred revenues (5,323) (4,347)
--------- ---------
Total adjustments (7,005) 548
--------- ---------
Net cash provided from (used in) operating activities (7,930) 3,985
--------- ---------
Capital expenditures representing net cash used in investing activities (4,243) (2,155)
--------- ---------
Cash Flows from Financing Activities:
Term loan and revolving credit commitment principal repayments (318,401) (24,000)
Proceeds from revolving credit commitment 326,000 36,000
Repayment of senior subordinated indebtedness -- (15,962)
Payment of deferred debt costs (1,964) --
Other 189 37
--------- ---------
Net cash provided from (used in) financing activities 5,824 (3,925)
--------- ---------
Net Decrease in Cash and Cash Equivalents (6,349) (2,095)
Cash and Cash Equivalents at Beginning of Period 7,405 8,230
--------- ---------
Cash and Cash Equivalents at End of Period $ 1,056 $ 6,135
========= =========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for -
Income taxes $ 194 $ 1,120
Interest 19,589 18,884
</TABLE>
The accompanying notes to consolidated financial statements are an
integral part of these consolidated statements.
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AMERICAN MEDIA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 29, 1998
(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, Inc., (together with its wholly-owned
subsidiary, American Media Operations, Inc. ("Operations") and its subsidiaries,
the "Company") for the fiscal year ended March 30, 1998. In the opinion of
management, all adjustments considered necessary for a fair presentation have
been included. Operating results for the fiscal quarter ended June 29, 1998 are
not necessarily indicative of the results that may be expected for the fiscal
year ending March 29, 1999.
(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 greater by $4,000 and
$170,000 than the amounts reported in the accompanying consolidated balance
sheets for June 29 and March 30, 1998, respectively. Inventories are comprised
of the following:
June 29 March 30
-------------- -------------
Raw materials - paper $6,585 $6,573
Finished product - paper, production
and distribution costs of future issues 3,787 3,817
-------------- -------------
$10,372 $10,390
============== =============
(3) INCOME TAXES
The Company files a consolidated Federal income tax return. Income taxes have
been provided based upon the Company's anticipated annual income tax rate.
(4) CREDIT AGREEMENT
On June 5, 1998, Operations and its subsidiaries and a bank syndicate whose
agent bank is The Chase Manhattan Corporation (the "Agent Bank" and,
collectively, the "Banks") entered into an amended and restated credit
agreement. The new credit agreement (the "Credit Agreement") which is comprised
of a $250 million term loan commitment and a $120 million revolving credit
commitment provides it with certain advantages as compared to its prior credit
agreement (the "Prior Credit Agreement", together with the Credit Agreement, the
"Credit Agreements") including an extension of the loan term to March 2004,
reduced annual loan amortization payments and generally more favorable interest
rate margins and loan covenants, among others. As of June 29, 1998 the Company
had $305 million in loans under the Credit Agreement of which $55 million was
borrowed under the revolving credit commitment.
As of June 29, 1998 the Company's effective interest rate on borrowings under
the Credit Agreement was 7.2%. The effective rate for borrowings under the
Credit Agreements averaged 7.5% for the fiscal quarter ended June 29, 1998 as
compared to 7.8% on borrowings for the fiscal quarter ended June 30, 1997.
In connection with the amendment and restatement of the Credit Agreement,
remaining deferred debt costs related to the Prior Credit Agreement totaling
approximately $3.4 million ($2.2 million net of income taxes) were charged to
extraordinary loss in the fiscal quarter ended June 1998. Costs totaling
approximately $1.9 million incurred in connection with the Credit Agreement have
been deferred and are being amortized to interest expense through March 2004.
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(5) EARNINGS PER SHARE
Diluted earnings per share, which is the same as basic earnings per share for
both periods presented, includes the effect of incremental shares issued
assuming the exercise of common stock options under the treasury stock method,
as follows:
1998 1997
----------------- ------------------
Basic shares 42,481 41,781
Dilutive effect of common
stock options 143 86
----------------- ------------------
Diluted shares 42,624 41,867
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(6) OTHER INCOME (EXPENSE)
Included in Other Income (Expense) in the accompanying consolidated statement of
income for the fiscal quarter ended June 29, 1998 is a net gain of $4.4 million
from the settlement of certain litigation related to a subsidiary of the Company
which ceased operations in fiscal 1997. The settlement amount is included in
Receivables, net in the accompanying consolidated balance sheet as of June 29,
1998.
(7) LITIGATION
Various suits and claims arising in the ordinary course of business have been
instituted against the Company. The Company has various insurance policies
available to recover potential legal costs incurred by it. The Company
periodically evaluates and assesses the risks and uncertainties associated with
litigation independent from those associated with its potential claim for
recovery from third party insurance carriers. At present, in the opinion of
management, after consultation with legal counsel, the liability resulting from
litigation, if any, will not have a material effect on the Company's
consolidated financial statements.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
On June 5, 1998, the Company entered into an amended and restated credit
agreement (the "Credit Agreement") with its bank syndicate consisting of a $250
million term loan and a $120 million revolving credit commitment. The advantages
over its then existing credit agreement (the "Prior Credit Agreement", together
with the Credit Agreement, the "Credit Agreements") include an extension of the
loan term to March 2004, reduced annual loan amortization payments and generally
more favorable interest rate margins and loan covenants, among others.
At June 29, 1998 the Company's outstanding indebtedness under the Credit
Agreement totaled $305 million of which term loan and revolving credit
commitment borrowings were $250 million and $55 million, respectively. For the
fiscal quarter ended June 29, 1998 the effective interest rate on borrowings
under the Credit Agreements was 7.5%. The Company has entered into a three-year
$100 million notional amount interest rate swap agreement expiring in November
2000 under which the Company pays a fixed rate of 5.95% and receives interest
based on the three-month LIBOR rate thereby converting $100 million of the
Company's variable rate debt to 5.95% (before considering the additional
applicable interest margin spreads charged by the bank syndicate).
At June 29, 1998, the Company had cash and cash equivalents of $1.1 million and
a working capital deficit of $45.9 million. The Company does not consider its
working capital deficit to be a true measure of its liquidity position as its
working capital needs typically are met by the large amounts of cash generated
by its business. The Company's primary sources of liquidity are cash generated
from operations and amounts available under the revolving credit commitment. Any
temporary shortfalls in available cash are covered by borrowings under the
Credit Agreement's revolving credit commitment which are reflected as long-term
liabilities. For the fiscal quarter ended June 29, 1998, cash provided from
financing activities totaling $5.8 million, together with cash on hand as of
March 30, 1998 of $7.4 million, was used to fund operating activities of $7.9
million and to make capital expenditures of $4.2 million. The relatively high
levels of capital expenditures for the current fiscal quarter reflects recent
spending on SOAP OPERA NEWS display pockets and replacement and upgrades of the
Company's information systems.
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.
In 1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") No. 130, Reporting Comprehensive Income, which
establishes standards for the reporting and display of comprehensive income.
Comprehensive income is defined as the change in equity during the financial
reporting period of a business enterprise resulting from non-owner sources. The
adoption of SFAS No. 130 in the current fiscal quarter had no impact on the
Company's financial position or results of operations and comprehensive income
(loss) is the same as net income (loss) for all periods presented.
RESULTS OF OPERATIONS
FISCAL QUARTER ENDED JUNE 29, 1998 VS FISCAL QUARTER ENDED JUNE 30, 1997. Total
revenues were $73,376,000 for the current fiscal quarter, a decrease of
$8,740,000 or 10.6% from the comparable prior year quarter. Substantially all of
the revenue decrease was the result of declines in single copy sales of NATIONAL
ENQUIRER and STAR as their sales have yet to return to the levels experienced
before the adverse publicity associated with the death of Princess Diana.
Circulation revenues, which includes single copy and subscription sales, of
$62,798,000 decreased $8,235,000 or 11.6%. Average weekly unit sales of NATIONAL
ENQUIRER and STAR declined 17.7% and 9.0%, respectively. While recent trends
indicate that single copy sales are improving from the lows seen in the fiscal
quarter ended December 1997, management is unable to determine when and if sales
will return to levels experienced prior to the August 1997 death of Princess
Diana or if there will be a continuing effect on overall circulation. Decreases
in average weekly circulation of 4.6% and 19.3%, respectively, for COUNTRY
WEEKLY and SOAP OPERA MAGAZINE, which continues to reflect the impact of
increased competition in the soap opera category, were partially offset by cover
price increases
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that became effective during the current quarter. SOAP OPERA NEWS average weekly
circulation increased 13.1% as compared to the prior year period as it continues
to expand its pocket facings in retail outlets.
The Company has announced $.10 cover price increases for NATIONAL ENQUIRER and
STAR to $1.49 effective with the issues dated July 7, 1998 and SOAP OPERA NEWS
will increase its cover price to $2.99, the same cover price charged by its
major competitors, effective with the issue dated August 18, 1998.
Subscription revenues, which represent approximately 18% of total circulation
revenues, increased $346,000 or 3.2% as a result of higher subscription revenues
generated by SOAP OPERA NEWS and NATIONAL ENQUIRER.
Advertising revenues of $5,554,000 decreased $583,000 or 9.5% reflecting lower
levels of advertising in NATIONAL ENQUIRER and STAR partially offset by higher
advertising revenues generated by COUNTRY WEEKLY. NATIONAL ENQUIRER and STAR
advertising sales reflect the impact of the recent lower circulation levels
resulting in reduced average revenue per page.
Operating expenses for the current fiscal quarter of $61,151,000 were flat as
compared to the same prior year period total of $60,937,000 as increased
distribution costs related primarily to SOAP OPERA NEWS was offset by lower
editorial expenses at NATIONAL ENQUIRER and STAR and a reduction in television
advertising expense of $457,000 which is included in selling, general and
administrative expense.
Operating income was $12,225,000 as compared with $21,179,000 primarily as a
result of the declines in single copy sales of NATIONAL ENQUIRER and STAR.
Interest expense decreased $827,000 in the current fiscal quarter to $12,195,000
from $13,022,000 in the comparable prior year period reflecting decreases in the
average balance of outstanding indebtedness.
Other income totaled $4,156,000 for the current fiscal quarter as compared to an
expense of $335,000 in the prior year period as the Company recorded a net gain
of $4.4 million from the settlement of certain litigation related to a
subsidiary of the Company which ceased operations in fiscal 1997.
The Company's effective income tax rates were 70.5% and 56.1% of income before
income taxes for the fiscal quarters ended June 1998 and 1997, respectively, as
compared to the federal statutory income tax rate of 35%. The higher effective
tax rates result primarily from the effect of goodwill amortization which is not
deductible for income tax reporting purposes.
During the fiscal quarter ended June 1998 the Company recorded an after tax
extraordinary charge of $2,161,000 consisting principally of the charge-off of
unamortized deferred debt costs relating to the refinancing of the Prior Credit
Agreement.
INFORMATION RELATED TO FORWARD-LOOKING STATEMENTS
Certain matters discussed in this Form 10-Q may include forward-looking
statements which reflect the Company's views with respect to future events and
financial performance. These forward-looking statements are subject to certain
risks and uncertainties which could cause actual results to differ materially
from both historical or anticipated results and readers are cautioned not to
place undue reliance upon them. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Factors that, among others, could cause
actual results to differ materially from historical results or those anticipated
include: 1) market conditions for the Company's publications 2) competition 3)
market prices for the paper used in printing the Company's publications 4) the
Company's ability to develop new publications and services and 5) changes in
economic climate, including interest rate risk.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
During the fiscal quarter ended June 29, 1998, the Company filed no reports on
Form 8-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed by the
undersigned, thereto duly authorized.
AMERICAN MEDIA, INC.
Registrant
Date: August 7, 1998 BY /s/ RICHARD W. PICKERT
-------------------------
Richard W. Pickert
Senior Vice President
Chief Financial Officer
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF AMERICAN MEDIA, INC. FOR THE FISCAL QUARTER ENDED JUNE
29, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-29-1999
<PERIOD-START> MAR-31-1998
<PERIOD-END> JUN-29-1998
<CASH> 1,056
<SECURITIES> 0
<RECEIVABLES> 13,002
<ALLOWANCES> 269
<INVENTORY> 10,372
<CURRENT-ASSETS> 27,442
<PP&E> 45,550
<DEPRECIATION> 17,881
<TOTAL-ASSETS> 637,627
<CURRENT-LIABILITIES> 73,304
<BONDS> 505,134
0
0
<COMMON> 428
<OTHER-SE> 57,174
<TOTAL-LIABILITY-AND-EQUITY> 637,627
<SALES> 73,376
<TOTAL-REVENUES> 73,376
<CGS> 61,151
<TOTAL-COSTS> 61,151
<OTHER-EXPENSES> (4,156)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,195
<INCOME-PRETAX> 4,186
<INCOME-TAX> 2,950
<INCOME-CONTINUING> 1,236
<DISCONTINUED> 0
<EXTRAORDINARY> (2,161)
<CHANGES> 0
<NET-INCOME> (925)
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
