12. STATEMENTS OF CASH FLOWS

Supplemental disclosures of cash flow information for December 31 (in thousands):

	2012		2011		2010
Cash paid (received) during the year for:
Interest	$	43,823	$	44,519	$	39,494
Income taxes	278		929		226

The Company entered into the following non-cash investing and financing transactions:

2012:

On February 27, 2012, and in accordance with the provisions of the indenture (the “Senior Secured Notes Indenture”) pursuant to which the Company issued its 11.5% senior secured notes due 2016 (the “Senior Secured Notes”), the Company completed an excess cash flow offer to purchase of $7.4 million in principal amount of the Senior Secured Notes. These Senior Secured Notes were purchased by the Company and retired on February 27, 2012. The loss on debt extinguishment includes a $0.1 million premium, $0.1 million of unamortized original issue discount and $0.2 million of capitalized finance expense related to the $7.4 million in principal purchased on February 27, 2012.

In March 2012, the Company completed the sale of the Golf Card Club for approximately $0.2 million, of which $0.1 million was paid at closing date, resulting in a gain of approximately $0.5 million. Included in the sale was $0.3 million of deferred revenue related to the Golf Card Club unearned membership fees.

In June 2012, the Company completed the sale of various home and garden shows for approximately $0.6 million, resulting in a gain of $0.7 million. Included in the sale was $0.1 million of prepaid deposits related to the home and garden shows.

On August 1, 2012, the Company acquired the Good Sam Travel Assist Program (“GSTA”) from a current marketing partner. GSTA provides travel assistance services, including emergency medical assistance and evacuation assistance services to its members. The acquisition provides the Company full control of the marketing strategies for the program. The results of the GSTA operations have been included in the consolidated financial statements since that date. Prior to the acquisition, the Company had a pre-existing relationship with the marketing partner and received a marketing fee for each membership contract sold to our marketing database. The contingent consideration arrangement requires the Company to pay an agreed upon percentage of acquisition and renewal revenue over a five year period ending on July, 31, 2017 and will be paid monthly. The preliminary fair value of the contingent consideration arrangement at the acquisition date was $3.0 million.

As of December 31, 2012, there were no significant changes in estimated contingent consideration recognized as a result of the acquisition. The purchase price was allocated to intangible customer lists and was assigned a life of 5 years.

In 2012, the Company recorded an adjustment to the fair value of the interest rate swap resulting in a $3.9 million decrease in Accrued Liabilities and Other Long-Term Liabilities and in the statement of operations as a non-cash gain on derivative instruments of $3.9 million.

2011:

In 2011, the Company completed the sales of various publications for approximately $0.5 million, of which $0.3 million was paid at closing date, resulting in a gain of approximately $0.7 million. Included in the sales were $1.2 million of deferred revenue and $1.0 million of prepaid and other assets related to the sold publications.

In 2011, the Company recorded an adjustment to the fair value of the interest rate swap resulting in a $3.9 million decrease in Accrued Liabilities and Other Long-Term Liabilities and in the statement of operations as a non-cash gain on derivative instruments of $3.9 million.

In the fourth quarter of 2011, the Company incurred $230,000 of leasehold improvements for its media headquarters which was paid by the lessor. The Company recorded the amount as deferred rent which will be amortized as a reduction to rent expense over the term of the lease and as a leasehold improvement.

2010:

In November 2010, the Company’s parent contributed $14.5 million of the GSE Senior Notes which were subsequently redeemed. The contribution was recorded as additional paid in capital.

In December 2010, the Company recorded an adjustment to the fair value of the interest rate swap resulting in a $0.3 million decrease in Other Long-Term Liabilities and Accrued Liabilities, and a $7.0 million decrease in Other Comprehensive Loss as the interest rate swaps no longer qualify as cash flow hedges due to the issuance of fixed rate date to replace the existing variable rate debt in November 2010. The decrease in fair value and decrease in other comprehensive loss were included in the statement of operations as a non-cash loss on derivative instruments of $6.7 million.

In December 2010, the Company’s parent contributed the Tax Benefit Receivable of $3.1 million to the Company. The contribution was recorded as additional paid in capital.