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FY19 Q1 Form 10-Q

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FY19 Q1 Form 10-Q Click here for Table of Contents 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 September 30, 2018 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 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 No 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 and such files). Yes No 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 Accelerated filer Non-accelerated filer 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 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No 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 October 31, 2018 Common shares...................................................................... 39,879,039 Class B shares ........................................................................ 5,105,920 Total common and Class B shares ......................................... 44,984,959 (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 September 30, 2018 and June 30, 2018........ 1 Condensed Consolidated Statements of Earnings for the Three Months Ended September 30, 2018 and 2017................................................................................................. 3 Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended September 30, 2018 and 2017 ..................................................................................... 4 Condensed Consolidated Statements of Shareholders' Equity for the Three Months Ended September 30, 2018 and 2017................................................................................................. 5 Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2018 and 2017................................................................................................. 6 Notes to Condensed Consolidated Financial Statements........................................................ 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ..... 28 Item 3. Quantitative and Qualitative Disclosures About Market Risk.................................................... 38 Item 4. Controls and Procedures............................................................................................................. 39 Part II - Other Information Item 1A. Risk Factors ................................................................................................................................ 40 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.................................................... 40 Item 6. Exhibits....................................................................................................................................... 41 Signature..................................................................................................................................... 42 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) September 30, June 30, Assets 2018 2018 (In millions) Current assets Cash and cash equivalents ...................................................................................... $ 144.0 $ 437.6 Accounts receivable, net......................................................................................... 552.9 542.0 Inventories .............................................................................................................. 50.3 44.2 Current portion of subscription acquisition costs................................................... 116.4 118.1 Current portion of broadcast rights......................................................................... 18.0 9.8 Assets held-for-sale ................................................................................................ 691.8 713.1 Other current assets ................................................................................................ 105.2 114.3 Total current assets............................................................................................... 1,678.6 1,979.1 Property, plant, and equipment............................................................................... 862.1 861.4 Less accumulated depreciation............................................................................ (398.4) (377.6) Net property, plant, and equipment......................................................................... 463.7 483.8 Subscription acquisition costs ................................................................................ 102.6 61.1 Broadcast rights ...................................................................................................... 9.4 18.9 Other assets............................................................................................................. 269.8 263.3 Intangible assets, net............................................................................................... 1,966.3 2,005.2 Goodwill ................................................................................................................. 1,926.7 1,915.8 Total assets............................................................................................................. $ 6,417.1 $ 6,727.2 See accompanying Notes to Condensed Consolidated Financial Statements. 1 Meredith Corporation and Subsidiaries Condensed Consolidated Balance Sheets (continued) (Unaudited) September 30, June 30, Liabilities, Redeemable Convertible Preferred Stock, and Shareholders' Equity 2018 2018 (In millions except per share data) Current liabilities Current portion of long-term debt .......................................................................... $ — $ 17.7 Current portion of long-term broadcast rights payable .......................................... 17.4 8.9 Accounts payable.................................................................................................... 161.4 194.7 Accrued expenses and other liabilities ................................................................... 344.0 410.2 Current portion of unearned revenues .................................................................... 360.5 360.4 Liabilities associated with assets held-for-sale....................................................... 186.5 198.4 Total current liabilities ......................................................................................... 1,069.8 1,190.3 Long-term debt ....................................................................................................... 2,937.4 3,117.9 Long-term broadcast rights payable ....................................................................... 11.5 20.8 Unearned revenues ................................................................................................. 155.6 124.1 Deferred income taxes............................................................................................ 433.6 437.0 Other noncurrent liabilities..................................................................................... 203.3 217.0 Total liabilities....................................................................................................... 4,811.2 5,107.1 Redeemable, convertible Series A preferred stock, par value $1 per share, $1,000 per share liquidation preference ................................................................. 526.9 522.6 Shareholders' equity Series preferred stock, par value $1 per share ........................................................ — — Common stock, par value $1 per share..................................................................
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