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Form 10-Q Meredith Corporation

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Form 10-Q Meredith Corporation UNITED STATES 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 December 31, 2020 Commission file number 1-5128 MEREDITH CORPORATION (Exact name of registrant as specified in its charter) Iowa 42-0410230 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1716 Locust Street, Des Moines, Iowa 50309-3023 (Address of principal executive offices) (ZIP Code) Registrant’s telephone number, including area code: (515) 284-3000 Former name, former address, and former fiscal year, if changed since last report: Not applicable Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which Title of each class Trading Symbol registered Common Stock, par value $1 MDP New York Stock Exchange Indicate by check mark whether the registrant (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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Shares of stock outstanding at January 31, 2021 Common shares 40,565,853 Class B shares 5,068,657 Total common and class B shares 45,634,510 (This page has been left blank intentionally.) TABLE OF CONTENTS Page Part I - Financial Information Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets as of December 31, 2020 and June 30, 2020 1 Condensed Consolidated Statements of Earnings for the Three and Six Months Ended December 31, 2020 and 2019 2 Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended December 31, 2020 and 2019 3 Condensed Consolidated Statements of Shareholders' Equity for the Three and Six Months Ended December 31, 2020 and 2019 4 Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2020 and 2019 6 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 23 Item 3. Quantitative and Qualitative Disclosures About Market Risk 41 Item 4. Controls and Procedures 41 Part II - Other Information Item 1A. Risk Factors 42 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 42 Item 5. Other information 42 Item 6. Exhibits 43 Signature 45 Meredith Corporation and its consolidated subsidiaries are referred to in this Quarterly Report on Form 10-Q (Form 10-Q) as Meredith, the Company, we, our, and us. PART I FINANCIAL INFORMATION Item 1. Financial Statements Meredith Corporation and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) June 30, Assets December 31, 2020 2020 (In millions except per share data) Current assets Cash and cash equivalents $ 379.1 $ 132.4 Accounts receivable, net 542.3 461.9 Inventories 33.8 34.2 Current portion of subscription acquisition costs 222.1 213.2 Other current assets 62.9 43.1 Total current assets 1,240.2 884.8 Property, plant, and equipment 894.7 883.3 Less accumulated depreciation (517.3) (483.4) Net property, plant, and equipment 377.4 399.9 Operating lease assets 387.6 404.6 Subscription acquisition costs 212.8 221.6 Other assets 242.4 232.4 Intangible assets, net 1,586.3 1,647.5 Goodwill 1,719.6 1,719.3 Total assets $ 5,766.3 $ 5,510.1 Liabilities and Shareholders' Equity Current liabilities Current portion of long-term debt $ 4.1 $ 4.1 Current portion of operating lease liabilities 35.7 35.2 Accounts payable 124.4 121.1 Accrued expenses and other liabilities 225.2 168.1 Current portion of unearned revenues 402.3 403.2 Total current liabilities 791.7 731.7 Long-term debt 2,985.2 2,981.8 Operating lease liabilities 449.4 466.7 Unearned revenues 254.6 267.5 Deferred income taxes 468.7 463.8 Other noncurrent liabilities 206.8 210.4 Total liabilities 5,156.4 5,121.9 Shareholders' equity Series preferred stock, par value $1 per share — — Common stock, par value $1 per share 40.5 40.3 Class B stock, par value $1 per share 5.1 5.1 Additional paid-in capital 240.0 227.6 Retained earnings 390.5 197.6 Accumulated other comprehensive loss (66.2) (82.4) Total shareholders' equity 609.9 388.2 Total liabilities and shareholders' equity $ 5,766.3 $ 5,510.1 See accompanying Notes to Condensed Consolidated Financial Statements. 1 Meredith Corporation and Subsidiaries Condensed Consolidated Statements of Earnings (Unaudited) Three Months Six Months Periods ended December 31, 2020 2019 2020 2019 (In millions except per share data) Revenues Advertising related $ 525.1 $ 427.3 $ 883.6 $ 806.9 Consumer related 358.0 348.9 676.7 672.0 Other 18.4 34.3 34.7 56.8 Total revenues 901.5 810.5 1,595.0 1,535.7 Operating expenses Production, distribution, and editorial 266.5 280.1 507.6 553.8 Selling, general, and administrative 332.6 338.4 643.8 669.2 Acquisition, disposition, and restructuring related activities 4.2 (0.5) 18.3 13.6 Depreciation and amortization 49.8 58.6 98.8 117.1 Impairment of long-lived assets — — — 5.2 Total operating expenses 653.1 676.6 1,268.5 1,358.9 Income from operations 248.4 133.9 326.5 176.8 Non-operating income (expense), net 0.2 (7.2) 5.8 1.4 Interest expense, net (43.1) (36.9) (86.6) (75.8) Earnings from continuing operations before income taxes 205.5 89.8 245.7 102.4 Income tax expense (57.0) (27.7) (54.9) (28.2) Earnings from continuing operations 148.5 62.1 190.8 74.2 Loss from discontinued operations, net of income taxes — (24.3) — (30.3) Net earnings $ 148.5 $ 37.8 $ 190.8 $ 43.9 Diluted earnings attributable to common shareholders $ 140.6 $ 19.0 $ 181.2 $ 4.2 Basic earnings (loss) per share attributable to common shareholders Continuing operations $ 3.04 $ 0.93 $ 3.93 $ 0.75 Discontinued operations — (0.54) — (0.66) Basic earnings per common share $ 3.04 $ 0.39 $ 3.93 $ 0.09 Basic average common shares outstanding 46.2 45.7 46.1 45.7 Diluted earnings (loss) per share attributable to common shareholders Continuing operations $ 3.04 $ 0.91 $ 3.92 $ 0.75 Discontinued operations — (0.51) — (0.66) Diluted earnings per common share $ 3.04 $ 0.40 $ 3.92 $ 0.09 Diluted average common shares outstanding 46.3 47.3 46.2 45.7 See accompanying Notes to Condensed Consolidated Financial Statements. 2 Meredith Corporation and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three Months Six Months Periods ended December 31, 2020 2019 2020 2019 (In millions) Net earnings $ 148.5 $ 37.8 $ 190.8 $ 43.9 Other comprehensive income (loss) Pension and other postretirement benefit plans activity, net of income taxes (1.6) 0.4 (2.6) 0.9 Foreign currency translation adjustment 10.7 9.2 18.8 4.3 Total other comprehensive income 9.1 9.6 16.2 5.2 Comprehensive income $ 157.6 $ 47.4 $ 207.0 $ 49.1 See accompanying Notes to Condensed Consolidated Financial Statements. 3 Meredith Corporation and Subsidiaries Condensed Consolidated Statements of Shareholders' Equity (Unaudited) Accumulated Common Class B Additional Other Stock - $1 Stock - $1 Paid-in Retained Comprehensive (In millions except per share data) par value par value Capital Earnings Income (Loss) Total Balance at June 30, 2020 $ 40.3 $ 5.1 $ 227.6 $ 197.6 $ (82.4) $ 388.2 Net earnings — — — 42.3 — 42.3 Other comprehensive income, net of income taxes — — — — 7.1 7.1 Shares issued under incentive plans, net of forfeitures 0.1 — 0.3 — — 0.4 Purchases of Company stock — — (0.4) — — (0.4) Share-based compensation — — 8.8 — — 8.8 Cumulative effect adjustment for adoption of Accounting Standards Update 2016-13 — — — 2.1 — 2.1 Balance at September 30, 2020 40.4 5.1 236.3 242.0 (75.3) 448.5 Net earnings — — — 148.5 — 148.5 Other comprehensive income, net of income taxes — — — — 9.1 9.1 Shares issued under incentive plans, net of forfeitures 0.2 — 0.3 — — 0.5 Purchases of Company stock (0.1) — (0.4) — — (0.5) Share-based compensation — — 3.8 — — 3.8 Balance at December 31, 2020 $ 40.5 $ 5.1 $ 240.0 $ 390.5 $ (66.2) $ 609.9 See accompanying Notes to Condensed Consolidated Financial Statements.
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