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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 March 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: Title of each class Trading Symbol Name of each exchange on which 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 x 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 x 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 x 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 x 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 April 30, 2020 Common shares 40,304,544 Class B shares 5,084,763 Total common and Class B shares 45,389,307 (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 March 31, 2020 and June 30, 2019 1 Condensed Consolidated Statements of Earnings (Loss) for the Three and Nine Months Ended March 31, 2020 and 2019 3 Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended March 31, 2020 and 2019 4 Condensed Consolidated Statements of Shareholders' Equity for the Three and Nine Months Ended March 31, 2020 and 2019 5 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2020 and 2019 7 Notes to Condensed Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 32 Item 3. Quantitative and Qualitative Disclosures About Market Risk 51 Item 4. Controls and Procedures 52 Part II - Other Information Item 1A. Risk Factors 53 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 55 Item 6. Exhibits 56 Signature 58 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) Assets March 31, 2020 June 30, 2019 (In millions) Current assets Cash and cash equivalents $ 103.4 $ 45.0 Accounts receivable, net 509.9 609.1 Inventories 40.7 62.7 Current portion of subscription acquisition costs 226.8 242.0 Assets held-for-sale — 321.0 Other current assets 69.9 70.3 Total current assets 950.7 1,350.1 Property, plant, and equipment 887.0 897.9 Less accumulated depreciation (474.3) (447.6) Net property, plant, and equipment 412.7 450.3 Operating lease assets 415.1 — Subscription acquisition costs 229.7 273.9 Other assets 260.6 269.6 Intangible assets, net 1,676.8 1,813.6 Goodwill 1,719.1 1,979.4 Total assets $ 5,664.7 $ 6,136.9 See accompanying Notes to Condensed Consolidated Financial Statements. 1 Meredith Corporation and Subsidiaries Condensed Consolidated Balance Sheets (continued) (Unaudited) Liabilities, Redeemable Convertible Preferred Stock, and Shareholders' Equity March 31, 2020 June 30, 2019 (In millions except per share data) Current liabilities Current portion of operating lease liabilities $ 35.5 $ — Accounts payable 131.9 242.6 Accrued expenses and other liabilities 193.3 307.2 Current portion of unearned revenues 412.6 458.9 Liabilities associated with assets held-for-sale — 252.1 Total current liabilities 773.3 1,260.8 Long-term debt 2,337.2 2,333.3 Operating lease liabilities 476.8 — Unearned revenues 269.6 318.6 Deferred income taxes 461.6 506.2 Other noncurrent liabilities 200.3 203.2 Total liabilities 4,518.8 4,622.1 Redeemable, convertible Series A preferred stock, par value $1 per share, $1,000 per share liquidation preference 553.8 540.2 Shareholders' equity Series preferred stock, par value $1 per share — — Common stock, par value $1 per share 40.3 40.1 Class B stock, par value $1 per share 5.1 5.1 Additional paid-in capital 225.2 216.7 Retained earnings 371.6 759.0 Accumulated other comprehensive loss (50.1) (46.3) Total shareholders' equity 592.1 974.6 Total liabilities, redeemable convertible preferred stock, and shareholders' equity $ 5,664.7 $ 6,136.9 See accompanying Notes to Condensed Consolidated Financial Statements. 2 Meredith Corporation and Subsidiaries Condensed Consolidated Statements of Earnings (Loss) (Unaudited) Three Months Nine Months Periods ended March 31, 2020 2019 2020 2019 (In millions except per share data) Revenues Advertising related $ 332.1 $ 368.0 $ 1,139.0 $ 1,285.8 Consumer related 345.6 364.9 1,017.6 1,060.9 Other 24.0 17.2 80.8 56.2 Total revenues 701.7 750.1 2,237.4 2,402.9 Operating expenses Production, distribution, and editorial 257.4 286.5 811.2 881.5 Selling, general, and administrative 294.2 309.7 963.4 1,006.0 Acquisition, disposition, and restructuring related activities 6.5 16.8 20.1 61.6 Depreciation and amortization 53.5 61.5 170.6 190.3 Impairment of goodwill and other long-lived assets 384.1 — 389.3 — Total operating expenses 995.7 674.5 2,354.6 2,139.4 Income (loss) from operations (294.0) 75.6 (117.2) 263.5 Non-operating income (expense), net (2.4) 4.1 (1.0) 17.3 Interest expense, net (36.6) (38.6) (112.4) (131.1) Earnings (loss) from continuing operations before income taxes (333.0) 41.1 (230.6) 149.7 Income tax benefit (expense) 43.6 (12.7) 15.4 (17.0) Earnings (loss) from continuing operations (289.4) 28.4 (215.2) 132.7 Gain (loss) from discontinued operations, net of income taxes 5.0 (4.7) (25.3) (73.4) Net earnings (loss) $ (284.4) $ 23.7 $ (240.5) $ 59.3 Earnings (loss) attributable to common shareholders $ (304.1) $ 4.7 $ (300.0) $ 1.1 Basic earnings (loss) per share attributable to common shareholders Continuing operations $ (6.76) $ 0.20 $ (6.01) $ 1.64 Discontinued operations 0.11 (0.10) (0.56) (1.63) Basic earnings (loss) per common share $ (6.65) $ 0.10 $ (6.57) $ 0.01 Basic average common shares outstanding 45.7 45.3 45.7 45.3 Diluted earnings (loss) per share attributable to common shareholders Continuing operations $ (6.76) $ 0.20 $ (6.01) $ 1.63 Discontinued operations 0.11 (0.10) (0.56) (1.61) Diluted earnings (loss) per common share $ (6.65) $ 0.10 $ (6.57) $ 0.02 Diluted average common shares outstanding 45.7 45.6 45.7 45.7 See accompanying Notes to Condensed Consolidated Financial Statements. 3 Meredith Corporation and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) Three Months Nine Months Periods ended March 31, 2020 2019 2020 2019 (In millions) Net earnings (loss) $ (284.4) $ 23.7 $ (240.5) $ 59.3 Other comprehensive income (loss), net of income taxes Pension and other postretirement benefit plans activity 0.4 0.4 1.3 1.2 Unrealized foreign currency translation gain (loss), net (9.4) 3.4 (5.1) (1.9) Other comprehensive income (loss), net of income taxes (9.0) 3.8 (3.8) (0.7) Comprehensive income (loss) $ (293.4) $ 27.5 $ (244.3) $ 58.6 See accompanying Notes to Condensed Consolidated Financial Statements. 4 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 Loss Total Balance at June 30, 2019 $ 40.1 $ 5.1 $ 216.7 $ 759.0 $ (46.3) $ 974.6 Net earnings — — — 6.1 — 6.1 Other comprehensive loss, net of income taxes — — — — (4.4) (4.4) Shares issued under incentive plans, net of forfeitures 0.1 — 0.4 — — 0.5 Purchases of Company stock (0.1) — (1.7) — — (1.8) Share-based compensation — — 7.5 — — 7.5 Dividends paid Common stock ($0.575 dividend per share) — — — (24.3)
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