MEREDITH CORP (Form: 10-Q, Received: 11/12/2019 14:57:08)

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

New York Stock Exchange

false--06-30Q12020truefalse0000065011P1Y0.5450.5450.5750.57511111110.068750.06875P4Y35000000035000000021.4922.19100010001111700000 0000065011 2019-07-01 2019-09-30 0000065011 us-gaap:CommonStockMember 2019-10-31 0000065011 us-gaap:CommonClassBMember 2019-10-31 0000065011 2019-06-30 0000065011 2019-09-30 0000065011 us-gaap:CommonStockMember 2019-06-30 0000065011 us-gaap:CommonClassBMember 2019-09-30 0000065011 us-gaap:CommonClassBMember 2019-06-30 0000065011 us-gaap:CommonStockMember 2019-09-30 0000065011 us-gaap:RedeemableConvertiblePreferredStockMember 2019-06-30 0000065011 us-gaap:RedeemableConvertiblePreferredStockMember 2019-09-30 0000065011 2018-07-01 2018-09-30 0000065011 mdp:OtherRevenueMember 2018-07-01 2018-09-30 0000065011 us-gaap:AdvertisingMember 2019-07-01 2019-09-30 0000065011 mdp:ConsumerRelatedRevenueMember 2018-07-01 2018-09-30 0000065011 mdp:ConsumerRelatedRevenueMember 2019-07-01 2019-09-30 0000065011 mdp:OtherRevenueMember 2019-07-01 2019-09-30 0000065011 us-gaap:AdvertisingMember 2018-07-01 2018-09-30 0000065011 us-gaap:CommonClassBMember us-gaap:RetainedEarningsMember 2018-07-01 2018-09-30 0000065011 us-gaap:CommonStockMember us-gaap:RetainedEarningsMember 2018-07-01 2018-09-30 0000065011 us-gaap:RedeemableConvertiblePreferredStockMember us-gaap:RetainedEarningsMember 2018-07-01 2018-09-30 0000065011 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-07-01 2018-09-30 0000065011 us-gaap:RedeemableConvertiblePreferredStockMember 2018-07-01 2018-09-30 0000065011 us-gaap:CommonStockMember us-gaap:CommonStockMember 2018-07-01 2018-09-30 0000065011 us-gaap:RetainedEarningsMember 2018-06-30 0000065011 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2018-06-30 0000065011 us-gaap:CommonClassBMember 2018-07-01 2018-09-30 0000065011 2018-07-01 0000065011 us-gaap:RetainedEarningsMember 2018-07-01 2018-09-30 0000065011 us-gaap:RetainedEarningsMember 2018-09-30 0000065011 us-gaap:AdditionalPaidInCapitalMember 2018-07-01 2018-09-30 0000065011 us-gaap:AdditionalPaidInCapitalMember 2018-06-30 0000065011 us-gaap:CommonStockMember us-gaap:CommonStockMember 2018-09-30 0000065011 2018-06-30 0000065011 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-09-30 0000065011 us-gaap:AdditionalPaidInCapitalMember 2018-09-30 0000065011 us-gaap:RetainedEarningsMember 2018-07-01 0000065011 us-gaap:CommonStockMember 2018-07-01 2018-09-30 0000065011 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2018-09-30 0000065011 us-gaap:AdditionalPaidInCapitalMember 2018-07-01 0000065011 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-06-30 0000065011 2018-09-30 0000065011 us-gaap:CommonStockMember us-gaap:CommonStockMember 2018-06-30 0000065011 us-gaap:RetainedEarningsMember 2019-06-30 0000065011 us-gaap:CommonStockMember us-gaap:CommonStockMember 2019-06-30 0000065011 us-gaap:RedeemableConvertiblePreferredStockMember 2019-07-01 2019-09-30 0000065011 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2019-09-30 0000065011 us-gaap:CommonStockMember us-gaap:CommonStockMember 2019-07-01 2019-09-30 0000065011 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-06-30 0000065011 us-gaap:RetainedEarningsMember 2019-09-30 0000065011 us-gaap:AdditionalPaidInCapitalMember 2019-07-01 2019-09-30 0000065011 2019-07-01 0000065011 us-gaap:CommonStockMember 2019-07-01 2019-09-30 0000065011 us-gaap:RedeemableConvertiblePreferredStockMember us-gaap:RetainedEarningsMember 2019-07-01 2019-09-30 0000065011 us-gaap:RetainedEarningsMember 2019-07-01 2019-09-30 0000065011 us-gaap:CommonStockMember us-gaap:RetainedEarningsMember 2019-07-01 2019-09-30 0000065011 us-gaap:RetainedEarningsMember 2019-07-01 0000065011 us-gaap:CommonStockMember us-gaap:CommonStockMember 2019-09-30 0000065011 us-gaap:CommonClassBMember us-gaap:RetainedEarningsMember 2019-07-01 2019-09-30 0000065011 us-gaap:CommonClassBMember 2019-07-01 2019-09-30 0000065011 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-09-30 0000065011 us-gaap:AdditionalPaidInCapitalMember 2019-06-30 0000065011 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-07-01 2019-09-30 0000065011 us-gaap:AdditionalPaidInCapitalMember 2019-09-30 0000065011 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2019-06-30 0000065011 us-gaap:CommonStockMember 2018-09-30 0000065011 us-gaap:CommonClassBMember 2018-09-30 0000065011 us-gaap:AccountingStandardsUpdate201602Member us-gaap:RetainedEarningsMember 2019-07-01 0000065011 us-gaap:InternetDomainNamesMember 2019-09-01 2019-09-01 0000065011 mdp:PublisherRelationshipsMember 2019-09-01 2019-09-01 0000065011 us-gaap:TrademarksMember 2019-09-01 2019-09-01 0000065011 2019-09-01 0000065011 mdp:ConsumerRelatedRevenueMember srt:RestatementAdjustmentMember 2018-07-01 2018-09-30 0000065011 mdp:ConsumerRelatedRevenueMember srt:ScenarioPreviouslyReportedMember 2018-07-01 2018-09-30 0000065011 srt:ScenarioPreviouslyReportedMember 2018-07-01 2018-09-30 0000065011 srt:RestatementAdjustmentMember 2018-07-01 2018-09-30 0000065011 mdp:TimeInc.Member mdp:PublisherRelationshipsMember 2019-09-01 2019-09-01 0000065011 us-gaap:DiscontinuedOperationsHeldforsaleMember 2018-07-01 2018-09-30 0000065011 us-gaap:DiscontinuedOperationsHeldforsaleMember 2019-07-01 2019-09-30 0000065011 us-gaap:DiscontinuedOperationsHeldforsaleMember 2019-06-30 0000065011 us-gaap:DiscontinuedOperationsHeldforsaleMember 2019-09-30 0000065011 us-gaap:DiscontinuedOperationsHeldforsaleMember mdp:SportsIllustratedMember 2019-05-01 2019-05-31 0000065011 mdp:OutsourcingAgreementMember mdp:OtherRevenueMember 2019-07-01 2019-09-30 0000065011 us-gaap:DiscontinuedOperationsHeldforsaleMember mdp:SportsIllustratedMember us-gaap:SubsequentEventMember 2019-10-03 2019-10-03 0000065011 mdp:TransitionServicesAgreementMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2019-07-01 2019-09-30 0000065011 mdp:OutsourcingAgreementMember srt:MaximumMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2018-10-01 2018-12-31 0000065011 mdp:OutsourcingAgreementMember srt:MinimumMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2018-10-01 2018-12-31 0000065011 srt:MaximumMember 2019-09-30 0000065011 srt:MinimumMember 2019-09-30 0000065011 mdp:NationalMediaMember 2018-06-30 0000065011 mdp:NationalMediaMember 2019-06-30 0000065011 mdp:NationalMediaMember 2018-09-30 0000065011 mdp:LocalMediaMember 2019-06-30 0000065011 mdp:LocalMediaMember 2018-09-30 0000065011 mdp:NationalMediaMember 2018-07-01 2018-09-30 0000065011 mdp:NationalMediaMember 2019-09-30 0000065011 mdp:LocalMediaMember 2019-07-01 2019-09-30 0000065011 mdp:NationalMediaMember 2019-07-01 2019-09-30 0000065011 mdp:LocalMediaMember 2018-07-01 2018-09-30 0000065011 mdp:LocalMediaMember 2019-09-30 0000065011 mdp:LocalMediaMember 2018-06-30 0000065011 us-gaap:LicensingAgreementsMember mdp:LocalMediaMember 2019-06-30 0000065011 us-gaap:LicensingAgreementsMember mdp:LocalMediaMember 2019-09-30 0000065011 us-gaap:CustomerRelationshipsMember mdp:NationalMediaMember 2019-06-30 0000065011 us-gaap:InternetDomainNamesMember mdp:NationalMediaMember 2019-09-30 0000065011 mdp:AdvertiserRelationshipsMember mdp:LocalMediaMember 2019-09-30 0000065011 us-gaap:CustomerRelationshipsMember mdp:NationalMediaMember 2019-09-30 0000065011 mdp:PartnerRelationshipsMember mdp:NationalMediaMember 2019-09-30 0000065011 us-gaap:OtherIntangibleAssetsMember mdp:NationalMediaMember 2019-06-30 0000065011 mdp:PublisherRelationshipsMember mdp:NationalMediaMember 2019-09-30 0000065011 mdp:PublisherRelationshipsMember mdp:NationalMediaMember 2019-06-30 0000065011 us-gaap:OtherIntangibleAssetsMember mdp:NationalMediaMember 2019-09-30 0000065011 mdp:AdvertiserRelationshipsMember mdp:NationalMediaMember 2019-06-30 0000065011 us-gaap:TrademarksMember mdp:NationalMediaMember 2019-06-30 0000065011 mdp:AdvertiserRelationshipsMember mdp:NationalMediaMember 2019-09-30 0000065011 us-gaap:TransmissionServiceAgreementMember mdp:LocalMediaMember 2019-06-30 0000065011 mdp:PartnerRelationshipsMember mdp:NationalMediaMember 2019-06-30 0000065011 us-gaap:TransmissionServiceAgreementMember mdp:LocalMediaMember 2019-09-30 0000065011 us-gaap:OtherIntangibleAssetsMember mdp:LocalMediaMember 2019-09-30 0000065011 us-gaap:OperatingAndBroadcastRightsMember mdp:LocalMediaMember 2019-06-30 0000065011 us-gaap:OtherIntangibleAssetsMember mdp:LocalMediaMember 2019-06-30 0000065011 us-gaap:OperatingAndBroadcastRightsMember mdp:LocalMediaMember 2019-09-30 0000065011 mdp:AdvertiserRelationshipsMember mdp:LocalMediaMember 2019-06-30 0000065011 us-gaap:TrademarksMember mdp:NationalMediaMember 2019-09-30 0000065011 us-gaap:InternetDomainNamesMember mdp:NationalMediaMember 2019-06-30 0000065011 us-gaap:TrademarksMember mdp:NationalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:NationalMediaMember 2018-09-30 0000065011 us-gaap:CorporateNonSegmentMember 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:LocalMediaMember 2019-09-30 0000065011 us-gaap:CorporateNonSegmentMember 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:NationalMediaMember 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:LocalMediaMember 2018-09-30 0000065011 mdp:RestructuringRelatedToFiscal2020PerformanceImprovementPlanMember 2019-07-01 2019-09-30 0000065011 us-gaap:EmployeeSeveranceMember mdp:RestructuringRelatedToFiscal2020PerformanceImprovementPlanMember 2019-07-01 2019-09-30 0000065011 mdp:RestructuringRelatedToFiscal2018PerformanceImprovementPlanMember mdp:LocalMediaMember 2018-07-01 2018-09-30 0000065011 mdp:RestructuringRelatedToFiscal2018PerformanceImprovementPlanMember 2018-07-01 2018-09-30 0000065011 mdp:RestructuringRelatedToFiscal2020PerformanceImprovementPlanMember mdp:NationalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:EmployeeSeveranceMember mdp:RestructuringRelatedToFiscal2018PerformanceImprovementPlanMember 2018-07-01 2018-09-30 0000065011 mdp:RestructuringRelatedToFiscal2020PerformanceImprovementPlanMember mdp:LocalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:OtherExpenseMember mdp:RestructuringRelatedToFiscal2020PerformanceImprovementPlanMember 2019-07-01 2019-09-30 0000065011 mdp:RestructuringRelatedToFiscal2020PerformanceImprovementPlanMember us-gaap:CorporateMember 2019-07-01 2019-09-30 0000065011 mdp:RestructuringRelatedToFiscal2018PerformanceImprovementPlanMember mdp:NationalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:EmployeeSeveranceMember 2018-07-01 2018-09-30 0000065011 us-gaap:OtherRestructuringMember 2018-07-01 2018-09-30 0000065011 us-gaap:EmployeeSeveranceMember 2019-06-30 0000065011 us-gaap:OtherRestructuringMember 2018-06-30 0000065011 us-gaap:OtherRestructuringMember 2018-09-30 0000065011 us-gaap:EmployeeSeveranceMember 2018-09-30 0000065011 us-gaap:EmployeeSeveranceMember 2019-07-01 2019-09-30 0000065011 us-gaap:EmployeeSeveranceMember 2019-09-30 0000065011 us-gaap:EmployeeSeveranceMember 2018-06-30 0000065011 mdp:VariableRateCreditFacilityMember mdp:A350MillionRevolvingCreditFacilityDue2023Member us-gaap:LineOfCreditMember 2019-09-30 0000065011 mdp:VariableRateCreditFacilityMember mdp:SeniorCreditFacilityTermLoanDue2025Member us-gaap:LineOfCreditMember 2019-09-30 0000065011 mdp:VariableRateCreditFacilityMember mdp:SeniorCreditFacilityTermLoanDue2025Member us-gaap:LineOfCreditMember 2019-06-30 0000065011 mdp:A6.875SeniorNotesDue2026Member us-gaap:SeniorNotesMember 2019-06-30 0000065011 mdp:A6.875SeniorNotesDue2026Member us-gaap:SeniorNotesMember 2019-09-30 0000065011 mdp:VariableRateCreditFacilityMember mdp:A350MillionRevolvingCreditFacilityDue2023Member us-gaap:LineOfCreditMember 2019-06-30 0000065011 mdp:TimeInc.Member mdp:TIRvs.CanadianPrimeMinisterOfNationalRevenueMember us-gaap:PendingLitigationMember 2013-09-13 0000065011 mdp:TimeInc.Member mdp:TIRvs.CanadianPrimeMinisterOfNationalRevenueMember us-gaap:PendingLitigationMember 2010-10-26 0000065011 us-gaap:DiscontinuedOperationsDisposedOfBySaleMember us-gaap:PerformanceGuaranteeMember mdp:SunsetandINVNTLeaseGuaranteesMember 2019-09-30 0000065011 mdp:SunsetandINVNTLeaseGuaranteesMember 2019-07-01 2019-09-30 0000065011 mdp:TimeInc.Member mdp:TIRvs.CanadianPrimeMinisterOfNationalRevenueMember us-gaap:PendingLitigationMember 2015-11-30 0000065011 mdp:TimeInc.Member mdp:TIRvs.CanadianPrimeMinisterOfNationalRevenueMember us-gaap:PendingLitigationMember 2015-06-19 0000065011 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-06-30 0000065011 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-06-30 0000065011 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-09-30 0000065011 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-09-30 0000065011 us-gaap:AccruedLiabilitiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-09-30 0000065011 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-09-30 0000065011 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-06-30 0000065011 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-06-30 0000065011 us-gaap:AccruedLiabilitiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-06-30 0000065011 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-09-30 0000065011 mdp:TwoThousandNineteenTrademarksMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsNonrecurringMember 2019-06-30 0000065011 us-gaap:FairValueInputsLevel3Member mdp:ContingentConsiderationMember us-gaap:FairValueMeasurementsRecurringMember 2018-07-01 2018-09-30 0000065011 us-gaap:FairValueInputsLevel3Member mdp:ContingentConsiderationMember us-gaap:FairValueMeasurementsRecurringMember 2019-09-30 0000065011 us-gaap:FairValueInputsLevel3Member mdp:ContingentConsiderationMember us-gaap:FairValueMeasurementsRecurringMember 2019-07-01 2019-09-30 0000065011 us-gaap:FairValueInputsLevel3Member mdp:ContingentConsiderationMember us-gaap:FairValueMeasurementsRecurringMember 2018-06-30 0000065011 us-gaap:TrademarksMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsNonrecurringMember 2019-09-30 0000065011 us-gaap:FairValueInputsLevel3Member mdp:ContingentConsiderationMember us-gaap:FairValueMeasurementsRecurringMember 2019-06-30 0000065011 mdp:TwoThousandEighteenTrademarksMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsNonrecurringMember 2018-06-30 0000065011 us-gaap:TrademarksMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsNonrecurringMember 2018-09-30 0000065011 mdp:TwoThousandEighteenTrademarksMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsNonrecurringMember 2018-07-01 2018-09-30 0000065011 us-gaap:FairValueInputsLevel3Member mdp:ContingentConsiderationMember us-gaap:FairValueMeasurementsRecurringMember 2018-09-30 0000065011 mdp:TwoThousandNineteenTrademarksMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsNonrecurringMember 2019-07-01 2019-09-30 0000065011 mdp:AdvertisingRelatedRevenueThirdPartySalesMember 2019-07-01 2019-09-30 0000065011 us-gaap:IntersegmentEliminationMember us-gaap:AdvertisingMember 2019-07-01 2019-09-30 0000065011 mdp:AdvertisingRelatedRevenuePoliticalSpotMember 2019-07-01 2019-09-30 0000065011 mdp:ConsumerRelatedRevenueSubscriptionMember 2019-07-01 2019-09-30 0000065011 us-gaap:IntersegmentEliminationMember mdp:AdvertisingRelatedRevenuePrintMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueMember mdp:NationalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueNewsstandMember mdp:NationalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:IntersegmentEliminationMember mdp:OtherRevenueOtherMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:AdvertisingRelatedRevenueNonPoliticalSpotMember mdp:LocalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:IntersegmentEliminationMember mdp:AdvertisingRelatedRevenueDigitalMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:AdvertisingRelatedRevenueDigitalMember mdp:LocalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueLicensingMember mdp:LocalMediaMember 2019-07-01 2019-09-30 0000065011 mdp:ConsumerRelatedRevenueRetransmissionMember 2019-07-01 2019-09-30 0000065011 us-gaap:IntersegmentEliminationMember mdp:ConsumerRelatedRevenueLicensingMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:NationalMediaMember 2019-07-01 2019-09-30 0000065011 mdp:OtherRevenueProjectsBasedMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:OtherRevenueMember mdp:NationalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:AdvertisingRelatedRevenueThirdPartySalesMember mdp:NationalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueDigitalConsumerMember mdp:NationalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:AdvertisingRelatedRevenuePoliticalSpotMember mdp:NationalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:LocalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:OtherRevenueProjectsBasedMember mdp:NationalMediaMember 2019-07-01 2019-09-30 0000065011 mdp:ConsumerRelatedRevenueAffinityMarketingMember 2019-07-01 2019-09-30 0000065011 us-gaap:IntersegmentEliminationMember mdp:ConsumerRelatedRevenueSubscriptionMember 2019-07-01 2019-09-30 0000065011 us-gaap:IntersegmentEliminationMember mdp:ConsumerRelatedRevenueMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueAffinityMarketingMember mdp:LocalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueAffinityMarketingMember mdp:NationalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueNewsstandMember mdp:LocalMediaMember 2019-07-01 2019-09-30 0000065011 mdp:AdvertisingRelatedRevenuePrintMember 2019-07-01 2019-09-30 0000065011 us-gaap:IntersegmentEliminationMember mdp:ConsumerRelatedRevenueAffinityMarketingMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:AdvertisingRelatedRevenuePrintMember mdp:LocalMediaMember 2019-07-01 2019-09-30 0000065011 mdp:ConsumerRelatedRevenueLicensingMember 2019-07-01 2019-09-30 0000065011 us-gaap:IntersegmentEliminationMember mdp:ConsumerRelatedRevenueRetransmissionMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:AdvertisingRelatedRevenuePoliticalSpotMember mdp:LocalMediaMember 2019-07-01 2019-09-30 0000065011 mdp:OtherRevenueOtherMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:OtherRevenueMember mdp:LocalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueLicensingMember mdp:NationalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:IntersegmentEliminationMember mdp:OtherRevenueMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:OtherRevenueOtherMember mdp:NationalMediaMember 2019-07-01 2019-09-30 0000065011 mdp:AdvertisingRelatedRevenueNonPoliticalSpotMember 2019-07-01 2019-09-30 0000065011 us-gaap:IntersegmentEliminationMember mdp:AdvertisingRelatedRevenuePoliticalSpotMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:OtherRevenueProjectsBasedMember mdp:LocalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:IntersegmentEliminationMember mdp:OtherRevenueProjectsBasedMember 2019-07-01 2019-09-30 0000065011 us-gaap:IntersegmentEliminationMember mdp:ConsumerRelatedRevenueNewsstandMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:OtherRevenueOtherMember mdp:LocalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:IntersegmentEliminationMember mdp:AdvertisingRelatedRevenueThirdPartySalesMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueRetransmissionMember mdp:NationalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueSubscriptionMember mdp:NationalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:AdvertisingRelatedRevenueThirdPartySalesMember mdp:LocalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueDigitalConsumerMember mdp:LocalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember us-gaap:AdvertisingMember mdp:LocalMediaMember 2019-07-01 2019-09-30 0000065011 mdp:AdvertisingRelatedRevenueDigitalMember 2019-07-01 2019-09-30 0000065011 mdp:ConsumerRelatedRevenueDigitalConsumerMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueMember mdp:LocalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:IntersegmentEliminationMember mdp:AdvertisingRelatedRevenueNonPoliticalSpotMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:AdvertisingRelatedRevenuePrintMember mdp:NationalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueRetransmissionMember mdp:LocalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember us-gaap:AdvertisingMember mdp:NationalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:IntersegmentEliminationMember mdp:ConsumerRelatedRevenueDigitalConsumerMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:AdvertisingRelatedRevenueNonPoliticalSpotMember mdp:NationalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:AdvertisingRelatedRevenueDigitalMember mdp:NationalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueSubscriptionMember mdp:LocalMediaMember 2019-07-01 2019-09-30 0000065011 us-gaap:IntersegmentEliminationMember 2019-07-01 2019-09-30 0000065011 mdp:ConsumerRelatedRevenueNewsstandMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueNewsstandMember mdp:NationalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:OtherRevenueMember mdp:NationalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:OtherRevenueMember mdp:LocalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:IntersegmentEliminationMember mdp:OtherRevenueMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:AdvertisingRelatedRevenueDigitalMember mdp:NationalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember us-gaap:AdvertisingMember mdp:NationalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:IntersegmentEliminationMember us-gaap:AdvertisingMember 2018-07-01 2018-09-30 0000065011 us-gaap:IntersegmentEliminationMember mdp:AdvertisingRelatedRevenueThirdPartySalesMember 2018-07-01 2018-09-30 0000065011 mdp:ConsumerRelatedRevenueDigitalConsumerMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueLicensingMember mdp:NationalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueMember mdp:LocalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueSubscriptionMember mdp:LocalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:AdvertisingRelatedRevenueThirdPartySalesMember mdp:NationalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:OtherRevenueOtherMember mdp:LocalMediaMember 2018-07-01 2018-09-30 0000065011 mdp:AdvertisingRelatedRevenuePoliticalSpotMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:LocalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueRetransmissionMember mdp:NationalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueAffinityMarketingMember mdp:NationalMediaMember 2018-07-01 2018-09-30 0000065011 mdp:ConsumerRelatedRevenueRetransmissionMember 2018-07-01 2018-09-30 0000065011 mdp:AdvertisingRelatedRevenueThirdPartySalesMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember us-gaap:AdvertisingMember mdp:LocalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueDigitalConsumerMember mdp:LocalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:NationalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:AdvertisingRelatedRevenueNonPoliticalSpotMember mdp:LocalMediaMember 2018-07-01 2018-09-30 0000065011 mdp:ConsumerRelatedRevenueLicensingMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueMember mdp:NationalMediaMember 2018-07-01 2018-09-30 0000065011 mdp:ConsumerRelatedRevenueAffinityMarketingMember 2018-07-01 2018-09-30 0000065011 mdp:AdvertisingRelatedRevenueNonPoliticalSpotMember 2018-07-01 2018-09-30 0000065011 mdp:OtherRevenueProjectsBasedMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueLicensingMember mdp:LocalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueSubscriptionMember mdp:NationalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:IntersegmentEliminationMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueDigitalConsumerMember mdp:NationalMediaMember 2018-07-01 2018-09-30 0000065011 mdp:AdvertisingRelatedRevenuePrintMember 2018-07-01 2018-09-30 0000065011 mdp:ConsumerRelatedRevenueNewsstandMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:AdvertisingRelatedRevenuePoliticalSpotMember mdp:NationalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:AdvertisingRelatedRevenueNonPoliticalSpotMember mdp:NationalMediaMember 2018-07-01 2018-09-30 0000065011 mdp:OtherRevenueOtherMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:OtherRevenueProjectsBasedMember mdp:NationalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueNewsstandMember mdp:LocalMediaMember 2018-07-01 2018-09-30 0000065011 mdp:ConsumerRelatedRevenueSubscriptionMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueRetransmissionMember mdp:LocalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:OtherRevenueProjectsBasedMember mdp:LocalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:AdvertisingRelatedRevenuePoliticalSpotMember mdp:LocalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:IntersegmentEliminationMember mdp:ConsumerRelatedRevenueMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:AdvertisingRelatedRevenueDigitalMember mdp:LocalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:AdvertisingRelatedRevenuePrintMember mdp:NationalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:AdvertisingRelatedRevenuePrintMember mdp:LocalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:AdvertisingRelatedRevenueThirdPartySalesMember mdp:LocalMediaMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:OtherRevenueOtherMember mdp:NationalMediaMember 2018-07-01 2018-09-30 0000065011 mdp:AdvertisingRelatedRevenueDigitalMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember mdp:ConsumerRelatedRevenueAffinityMarketingMember mdp:LocalMediaMember 2018-07-01 2018-09-30 0000065011 mdp:OtherRevenueMember srt:RestatementAdjustmentMember 2019-07-01 2019-09-30 0000065011 mdp:ConsumerRelatedRevenueMember srt:RestatementAdjustmentMember 2019-07-01 2019-09-30 0000065011 country:US us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2018-07-01 2018-09-30 0000065011 country:US us-gaap:PensionPlansDefinedBenefitMember 2018-07-01 2018-09-30 0000065011 us-gaap:ForeignPlanMember us-gaap:PensionPlansDefinedBenefitMember 2018-07-01 2018-09-30 0000065011 country:US us-gaap:PensionPlansDefinedBenefitMember 2019-07-01 2019-09-30 0000065011 country:US us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2019-07-01 2019-09-30 0000065011 us-gaap:ForeignPlanMember us-gaap:PensionPlansDefinedBenefitMember 2019-07-01 2019-09-30 0000065011 us-gaap:RedeemableConvertiblePreferredStockMember 2019-07-01 2019-09-30 0000065011 us-gaap:EmployeeStockOptionMember 2019-07-01 2019-09-30 0000065011 mdp:StockOptionsMember 2019-07-01 2019-09-30 0000065011 us-gaap:RestrictedStockMember 2019-07-01 2019-09-30 0000065011 us-gaap:WarrantMember 2018-07-01 2018-09-30 0000065011 mdp:StockEquivalentUnitsMember 2018-07-01 2018-09-30 0000065011 us-gaap:EmployeeStockOptionMember 2018-07-01 2018-09-30 0000065011 us-gaap:RedeemableConvertiblePreferredStockMember 2018-07-01 2018-09-30 0000065011 mdp:StockOptionsMember 2018-07-01 2018-09-30 0000065011 us-gaap:RestrictedStockMember 2018-07-01 2018-09-30 0000065011 us-gaap:WarrantMember 2019-07-01 2019-09-30 0000065011 us-gaap:CorporateNonSegmentMember 2018-07-01 2018-09-30 0000065011 us-gaap:OperatingSegmentsMember 2019-07-01 2019-09-30 0000065011 us-gaap:CorporateNonSegmentMember 2019-07-01 2019-09-30 0000065011 us-gaap:OperatingSegmentsMember 2018-07-01 2018-09-30 0000065011 srt:ConsolidationEliminationsMember 2018-07-01 2018-09-30 0000065011 srt:ParentCompanyMember 2018-07-01 2018-09-30 0000065011 srt:NonGuarantorSubsidiariesMember 2018-07-01 2018-09-30 0000065011 srt:GuarantorSubsidiariesMember 2018-07-01 2018-09-30 0000065011 srt:ParentCompanyMember 2018-09-30 0000065011 srt:ConsolidationEliminationsMember 2018-09-30 0000065011 srt:NonGuarantorSubsidiariesMember 2018-09-30 0000065011 srt:ConsolidationEliminationsMember 2018-06-30 0000065011 srt:NonGuarantorSubsidiariesMember 2018-06-30 0000065011 srt:ParentCompanyMember 2018-06-30 0000065011 srt:GuarantorSubsidiariesMember 2018-06-30 0000065011 srt:GuarantorSubsidiariesMember 2018-09-30 0000065011 srt:ParentCompanyMember 2019-06-30 0000065011 srt:NonGuarantorSubsidiariesMember 2019-06-30 0000065011 srt:GuarantorSubsidiariesMember 2019-06-30 0000065011 srt:ConsolidationEliminationsMember 2019-06-30 0000065011 srt:GuarantorSubsidiariesMember 2019-09-30 0000065011 srt:ConsolidationEliminationsMember 2019-07-01 2019-09-30 0000065011 srt:NonGuarantorSubsidiariesMember 2019-07-01 2019-09-30 0000065011 srt:ParentCompanyMember 2019-07-01 2019-09-30 0000065011 srt:GuarantorSubsidiariesMember 2019-07-01 2019-09-30 0000065011 srt:ConsolidationEliminationsMember 2019-09-30 0000065011 srt:ParentCompanyMember 2019-09-30 0000065011 srt:NonGuarantorSubsidiariesMember 2019-09-30 0000065011 srt:ParentCompanyMember mdp:OtherRevenueMember 2018-07-01 2018-09-30 0000065011 srt:ParentCompanyMember mdp:ConsumerRelatedRevenueMember 2018-07-01 2018-09-30 0000065011 srt:GuarantorSubsidiariesMember us-gaap:AdvertisingMember 2018-07-01 2018-09-30 0000065011 srt:ConsolidationEliminationsMember mdp:OtherRevenueMember 2018-07-01 2018-09-30 0000065011 srt:GuarantorSubsidiariesMember mdp:OtherRevenueMember 2018-07-01 2018-09-30 0000065011 srt:GuarantorSubsidiariesMember mdp:ConsumerRelatedRevenueMember 2018-07-01 2018-09-30 0000065011 srt:NonGuarantorSubsidiariesMember mdp:OtherRevenueMember 2018-07-01 2018-09-30 0000065011 srt:NonGuarantorSubsidiariesMember mdp:ConsumerRelatedRevenueMember 2018-07-01 2018-09-30 0000065011 srt:ParentCompanyMember us-gaap:AdvertisingMember 2018-07-01 2018-09-30 0000065011 srt:ConsolidationEliminationsMember us-gaap:AdvertisingMember 2018-07-01 2018-09-30 0000065011 srt:ConsolidationEliminationsMember mdp:ConsumerRelatedRevenueMember 2018-07-01 2018-09-30 0000065011 srt:NonGuarantorSubsidiariesMember us-gaap:AdvertisingMember 2018-07-01 2018-09-30 0000065011 srt:ParentCompanyMember mdp:OtherRevenueMember 2019-07-01 2019-09-30 0000065011 srt:NonGuarantorSubsidiariesMember us-gaap:AdvertisingMember 2019-07-01 2019-09-30 0000065011 srt:GuarantorSubsidiariesMember mdp:ConsumerRelatedRevenueMember 2019-07-01 2019-09-30 0000065011 srt:ConsolidationEliminationsMember mdp:ConsumerRelatedRevenueMember 2019-07-01 2019-09-30 0000065011 srt:ConsolidationEliminationsMember us-gaap:AdvertisingMember 2019-07-01 2019-09-30 0000065011 srt:ConsolidationEliminationsMember mdp:OtherRevenueMember 2019-07-01 2019-09-30 0000065011 srt:GuarantorSubsidiariesMember us-gaap:AdvertisingMember 2019-07-01 2019-09-30 0000065011 srt:NonGuarantorSubsidiariesMember mdp:OtherRevenueMember 2019-07-01 2019-09-30 0000065011 srt:ParentCompanyMember us-gaap:AdvertisingMember 2019-07-01 2019-09-30 0000065011 srt:NonGuarantorSubsidiariesMember mdp:ConsumerRelatedRevenueMember 2019-07-01 2019-09-30 0000065011 srt:ParentCompanyMember mdp:ConsumerRelatedRevenueMember 2019-07-01 2019-09-30 0000065011 srt:GuarantorSubsidiariesMember mdp:OtherRevenueMember 2019-07-01 2019-09-30 iso4217:CAD iso4217:USD iso4217:USD xbrli:shares xbrli:shares mdp:employee xbrli:pure mdp:segment mdp:measure

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, 2019

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

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 October 31, 2019
Common shares	40,198,103
Class B shares	5,091,654
Total common and Class B shares	45,289,757

(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, 2019 and June 30, 2019	1

		Condensed Consolidated Statements of Earnings for the Three Months Ended September 30, 2019 and 2018	3

		Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended September 30, 2019 and 2018	4

		Condensed Consolidated Statements of Shareholders' Equity for the Three Months Ended September 30, 2019 and 2018	5

		Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2019 and 2018	6

		Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		31

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		41

Item 4.	Controls and Procedures		42

	Part II - Other Information

Item 1A.	Risk Factors		43

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		43

Item 6.	Exhibits		44

	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)



Assets	September 30, 2019			June 30, 2019
(In millions)
Current assets
Cash and cash equivalents	$	27.4		$	45.0
Accounts receivable, net	589.5			609.1
Inventories	66.1			62.7
Current portion of subscription acquisition costs	258.4			242.0
Assets held-for-sale	312.8			321.0
Other current assets	72.2			70.3
Total current assets	1,326.4			1,350.1
Property, plant, and equipment	893.2			897.9
Less accumulated depreciation	(448.2		)	(447.6		)
Net property, plant, and equipment	445.0			450.3
Operating lease assets	501.6			—
Subscription acquisition costs	291.5			273.9
Other assets	265.8			269.6
Intangible assets, net	1,785.6			1,813.6
Goodwill	1,979.4			1,979.4
Total assets	$	6,595.3		$	6,136.9

See accompanying Notes to Condensed Consolidated Financial Statements.

Meredith Corporation and Subsidiaries

Condensed Consolidated Balance Sheets (continued)

(Unaudited)



Liabilities, Redeemable Convertible Preferred Stock, and Shareholders' Equity	September 30, 2019			June 30, 2019
(In millions except per share data)
Current liabilities
Current portion of operating lease liabilities	$	37.4		$	—
Accounts payable	217.3			242.6
Accrued expenses and other liabilities	199.8			307.2
Current portion of unearned revenues	473.0			458.9
Liabilities associated with assets held-for-sale	243.4			252.1
Total current liabilities	1,170.9			1,260.8
Long-term debt	2,394.6			2,333.3
Operating lease liabilities	495.3			—
Unearned revenues	341.1			318.6
Deferred income taxes	519.2			506.2
Other noncurrent liabilities	200.9			203.2
Total liabilities	5,122.0			4,622.1

Redeemable, convertible Series A preferred stock, par value $1 per share, $1,000 per share liquidation preference	544.7			540.2

Shareholders' equity
Series preferred stock, par value $1 per share	—			—
Common stock, par value $1 per share	40.1			40.1
Class B stock, par value $1 per share	5.1			5.1
Additional paid-in capital	222.9			216.7
Retained earnings	711.2			759.0
Accumulated other comprehensive loss	(50.7		)	(46.3		)
Total shareholders' equity	928.6			974.6
Total liabilities, redeemable convertible preferred stock, and shareholders' equity	$	6,595.3		$	6,136.9

See accompanying Notes to Condensed Consolidated Financial Statements.

Meredith Corporation and Subsidiaries

Condensed Consolidated Statements of Earnings

(Unaudited)



Three months ended September 30,	2019			2018
(In millions except per share data)
Revenues
Advertising related	$	379.6		$	425.5
Consumer related	323.1			327.8
Other	22.5			21.1
Total revenues	725.2			774.4
Operating expenses
Production, distribution, and editorial	273.7			289.1
Selling, general, and administrative	330.8			350.3
Acquisition, disposition, and restructuring related activities	14.1			17.1
Depreciation and amortization	58.5			63.7
Impairment of long-lived assets	5.2			—
Total operating expenses	682.3			720.2
Income from operations	42.9			54.2
Non-operating income, net	8.6			7.3
Interest expense, net	(38.9		)	(41.6		)
Earnings from continuing operations before income taxes	12.6			19.9
Income tax expense	(0.5		)	(3.7		)
Earnings from continuing operations	12.1			16.2
Earnings (loss) from discontinued operations, net of income taxes	(6.0		)	0.8
Net earnings	$	6.1		$	17.0

Loss attributable to common shareholders	$	(13.9	)	$	(2.6	)

Basic earnings (loss) per share attributable to common shareholders
Continuing operations	$	(0.17	)	$	(0.07	)
Discontinued operations	(0.13		)	0.01
Basic loss per common share	$	(0.30	)	$	(0.06	)
Basic average common shares outstanding	45.6			45.1

Diluted earnings (loss) per share attributable to common shareholders
Continuing operations	$	(0.17	)	$	(0.07	)
Discontinued operations	(0.13		)	0.01
Diluted loss per common share	$	(0.30	)	$	(0.06	)
Diluted average common shares outstanding	45.6			45.1

See accompanying Notes to Condensed Consolidated Financial Statements.

Meredith Corporation and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)



Three months ended September 30,	2019			2018
(In millions)
Net earnings	$	6.1		$	17.0
Other comprehensive loss, net of income taxes
Pension and other postretirement benefit plans activity	0.5			0.4
Unrealized foreign currency translation loss, net	(4.9		)	(2.3		)
Other comprehensive loss, net of income taxes	(4.4		)	(1.9		)
Comprehensive income	$	1.7		$	15.1

See accompanying Notes to Condensed Consolidated Financial Statements.

Meredith Corporation and Subsidiaries

Condensed Consolidated Statements of Shareholders' Equity

(Unaudited)



(In millions except per share data)	Common Stock - $1 par value			Class B Stock - $1 par value		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive 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		)		—			(24.3		)
Class B stock ($0.575 dividend per share)	—			—		—			(2.9		)		—			(2.9		)
Series A preferred stock ($22.19 dividend per share)	—			—		—			(14.4		)		—			(14.4		)
Accretion of Series A preferred stock	—			—		—			(4.5		)		—			(4.5		)
Transition adjustment for adoption of Accounting Standards Update 2016-02	—			—		—			(7.8		)		—			(7.8		)
Balance at September 30, 2019	$	40.1		$	5.1	$	222.9		$	711.2			$	(50.7	)	$	928.6



(In millions except per share data)	Common Stock - $1 par value			Class B Stock - $1 par value		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss				Total
Balance at June 30, 2018	$	39.8		$	5.1	$	199.5		$	889.8			$	(36.7	)	$	1,097.5
Net earnings	—			—		—			17.0				—			17.0
Other comprehensive loss, net of income taxes	—			—		—			—				(1.9		)	(1.9		)
Stock issued under various incentive plans, net of forfeitures	0.2			—		0.9			—				—			1.1
Purchases of Company stock	(0.1		)	—		(3.1		)	—				—			(3.2		)
Share-based compensation	—			—		10.2			—				—			10.2
Dividends paid
Common stock ($0.545 dividend per share)	—			—		—			(23.0		)		—			(23.0		)
Class B stock ($0.545 dividend per share)	—			—		—			(2.8		)		—			(2.8		)
Series A preferred stock ($21.49 dividend per share)	—			—		—			(14.0		)		—			(14.0		)
Accretion of Series A preferred stock									(4.3		)					(4.3		)
Cumulative effect adjustment for adoption of Accounting Standards Update 2016-09	—			—		—			2.4				—			2.4
Balance at September 30, 2018	$	39.9		$	5.1	$	207.5		$	865.1			$	(38.6	)	$	1,079.0

See accompanying Notes to Condensed Consolidated Financial Statements.

Meredith Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)



Three months ended September 30,	2019			2018
(In millions)
Cash flows from operating activities
Net earnings	$	6.1		$	17.0
Adjustments to reconcile net earnings to net cash used in operating activities
Depreciation	19.8			24.9
Amortization	38.7			38.8
Non-cash lease expense	9.8			—
Share-based compensation	7.5			10.2
Deferred income taxes	13.1			(9.6		)
Amortization of original issue discount and debt issuance costs	1.7			2.2
Amortization of broadcast rights	4.9			5.4
Loss (gain) on sale of assets	1.1			(10.2		)
Write-down of impaired assets	9.5			—
Fair value adjustments to contingent consideration	—			(0.1		)
Changes in assets and liabilities, net of acquisitions	(125.7		)	(114.6		)
Net cash used in operating activities	(13.5		)	(36.0		)
Cash flows from investing activities
Acquisitions of and investments in businesses and assets, net of cash acquired	(14.5		)	(1.8		)
Proceeds from disposition of assets, net of cash sold	0.3			13.4
Additions to property, plant, and equipment	(15.9		)	(7.5		)
Net cash provided by (used in) investing activities	(30.1		)	4.1
Cash flows from financing activities
Proceeds from issuance of long-term debt	165.0			—
Repayments of long-term debt	(105.0		)	(200.0		)
Dividends paid	(41.6		)	(39.8		)
Purchases of Company stock	(1.8		)	(3.2		)
Proceeds from common stock issued	0.5			1.1
Payment of acquisition-related contingent consideration	—			(19.3		)
Financing lease payments	(0.7		)	—
Net cash provided by (used in) financing activities	16.4			(261.2		)
Effect of exchange rate changes on cash and cash equivalents	0.3			(1.7		)
Change in cash in assets held-for-sale	9.3			1.2
Net decrease in cash and cash equivalents	(17.6		)	(293.6		)
Cash and cash equivalents at beginning of period	45.0			437.6
Cash and cash equivalents at end of period	$	27.4		$	144.0

See accompanying Notes to Condensed Consolidated Financial Statements.



Meredith Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation—The condensed consolidated financial statements include the accounts of Meredith Corporation and its wholly-owned and majority-owned subsidiaries (Meredith or the Company), after eliminating all significant intercompany balances and transactions. Meredith does not have any off-balance sheet arrangements.

The financial position and operating results of the Company's foreign operations are consolidated using primarily the local currency as the functional currency. Local currency assets and liabilities are translated at the rates of exchange as of the balance sheet date, and local currency revenues and expenses are translated at average rates of exchange during the period. Translation gains or losses on assets and liabilities are included as a component of accumulated other comprehensive loss.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (U.S. GAAP) for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements, which are included in Meredith's Annual Report on Form 10-K (Form 10-K) for the year ended June 30, 2019, filed with the SEC.

The condensed consolidated financial statements as of September 30, 2019, and for the three months ended September 30, 2019 and 2018, are unaudited but, in management's opinion, include all adjustments necessary for a fair presentation of the results of interim periods. All such adjustments are of a normal recurring nature. The year-end condensed consolidated balance sheet as of June 30, 2019, was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year.

Reclassification—Certain prior year amounts have been reclassified to conform to the fiscal 2020 presentation.

Adopted Accounting Pronouncements—

ASU 2016-02—In February 2016, the Financial Accounting Standards Board (FASB) issued an accounting standards update that replaces existing lease accounting standards. The new standard requires lessees to recognize on the balance sheet a right-of-use asset, representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The guidance also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. Treatment of lease payments in the statement of earnings and statement of cash flows is relatively unchanged from previous guidance. This standard is required to be applied using a modified retrospective approach, which gives the option of applying the new guidance as of the effective date with enhanced disclosure requirements for comparative periods presented under prior lease guidance or applying the new standard at the beginning of the earliest comparative period presented. The FASB issued amendments to further clarify provisions of this guidance. The Company adopted the standard, including the amendments made since initial issuance, on July 1, 2019.

As the effective date was the date of initial application, prior-period financial information was not updated and disclosures required under the new standard are not provided for dates and periods before July 1, 2019. The Company elected the practical expedient package permitted under transition guidance, which allows prior conclusions about lease identification and initial direct costs to not be reassessed and historical lease classification to be carried forward. The hindsight practical expedient was not elected. Accounting policy elections were made to

exempt leases with an initial term of twelve months or less from balance sheet recognition and not separate lease and non-lease components for any asset classes in the current portfolio.

Upon adoption, $509.9 million and $541.0 million were recorded for operating lease assets and liabilities, respectively, which includes the impact to previously recorded liabilities associated with deferred rent and exit or disposal costs, and impairments of certain operating lease assets related to conditions that existed prior to adoption, which resulted in a decrease of $7.8 million to retained earnings as of July 1, 2019. The standard did not materially affect the Company’s condensed consolidated results of operations or cash flows. Refer to Note 5 for further information and required disclosures related to this standard.

ASU 2017-04—In January 2017, the FASB issued an accounting standards update that simplifies the subsequent measurement of goodwill by eliminating Step 2 of the goodwill impairment test. The Step 2 test requires an entity to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, an entity will record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value determined in Step 1. This update also eliminates the qualitative assessment requirements for a reporting unit with zero or negative carrying value. The Company has elected to prospectively early adopt this guidance in the first quarter of fiscal 2020. The adoption did not have an impact on the condensed consolidated financial statements.

2. Acquisitions

On September 1, 2019, Meredith completed an asset acquisition of certain intangible assets of magazines.com, a website that promotes, markets, and sells print and electronic magazines subscriptions, for $15.9 million. The assets will be transitioned onto Meredith's digital platforms and integrated into the national media group's existing affinity marketing operations.

The following table provides details of the identifiable acquired intangible assets in the acquisition:



(In millions)
Intangible assets subject to amortization
Publisher relationships	$	7.8
Intangible assets not subject to amortization
Trademark	7.6
Internet domain name	0.5
Total intangible assets	$	15.9

The useful life of the publisher relationships is nine years.

On January 31, 2018, Meredith completed the acquisition of all the outstanding shares of Time Inc. (Time). In preparing its condensed consolidated financial statements for the three and nine months ended March 31, 2019, the Company identified errors in the accounting for certain magazine subscriptions in prior periods beginning at the time of the acquisition of Time. The errors were due to the incorrect coding of certain magazine subscriptions by Time, which resulted in the subscriptions being recorded on a net basis instead of a gross basis in the Company's national media segment.

As a result of these errors, consumer related revenue and selling, general, and administrative expense were understated on the Company's Condensed Consolidated Statements of Earnings. In accordance with Staff Accounting Bulletin (SAB) No. 99, Materiality, the Company calculated the effect of these errors and determined that they were not material, individually or in the aggregate, to previously issued financial statements and, therefore, amendment of previously filed reports was not required. As permitted by SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company corrected, in the third quarter of fiscal 2019, previously reported results.

In accordance with Accounting Standards Codification 250, Accounting Changes and Error Corrections, the effect of the correction on each financial statement line item for each period affected is as follows:



Condensed Consolidated Statements of Earnings	As Reported		Adjustment		As Adjusted
(In millions)
For the three months ended September 30, 2018
Consumer related revenue	$	315.3	$	12.5	$	327.8
Selling, general, and administrative expense	337.8		12.5		350.3

3. Inventories

Major components of inventories are summarized below.



(In millions)	September 30, 2019			June 30, 2019
Raw materials		$	34.3	$	42.7
Work in process		26.9		15.4
Finished goods		4.9		4.6
Inventories		$	66.1	$	62.7

4. Assets Held-for-Sale, Discontinued Operations, and Dispositions

Assets Held-for-Sale and Discontinued Operations

The Company announced after the acquisition of Time that it was exploring the sale of certain brands. In accordance with accounting guidance, a business that, on acquisition or within a short period following the acquisition (usually within three months), meets the criteria to be classified as held-for-sale is considered a discontinued operation. As all of the required criteria for held-for-sale classification were met, the assets and liabilities related to Sports Illustrated; FanSided, a Sports Illustrated Brand being marketed separately from Sports Illustrated; and Viant operations were included as assets held-for-sale and liabilities associated with assets held-for-sale in the Condensed Consolidated Balance Sheets as of June 30, 2019 and September 30, 2019. The second step of the two-step transaction to sell the Sports Illustrated brand was completed in October 2019 and the sale of Viant, excluding the investment in Xumo, was completed in November 2019. Management expects to sell FanSided and Xumo during fiscal 2020. The assets and liabilities that are deemed held-for-sale are classified as current based on the anticipated disposal date. The revenue and expenses of these businesses, as well as the revenues and expenses of the TIME and Fortune brands, which were sold in the second quarter of fiscal 2019, were included in loss from discontinued operations, net of income taxes on the Condensed Consolidated Statements of Earnings for the periods prior to their sales. All discontinued operations relate to the national media segment.

The following table presents the major components which are included in assets held-for-sale and liabilities associated with assets held-for-sale.



(in millions)	September 30, 2019		June 30, 2019
Current assets
Cash and cash equivalents	$	14.4	$	5.1
Accounts receivable, net	65.7		78.1
Inventories	0.1		0.1
Current portion of subscription acquisition costs	32.4		34.4
Other current assets	1.7		0.8
Total current assets	114.3		118.5
Net property, plant, and equipment	4.8		14.3
Operating lease assets	10.1		—
Subscription acquisition costs	13.3		19.2
Other assets	34.5		1.0
Intangible assets, net	43.9		43.9
Goodwill	91.9		124.1
Total assets held-for-sale	$	312.8	$	321.0

Current liabilities
Current portion of operating lease liabilities	$	3.8	$	—
Accounts payable	40.3		45.2
Accrued expenses and other liabilities	27.0		27.8
Current portion of unearned revenues	58.6		67.9
Deferred sale proceeds	72.4		73.2
Total current liabilities	202.1		214.1
Operating lease liabilities	7.3		—
Unearned revenues	34.0		37.6
Other noncurrent liabilities	—		0.4
Total liabilities associated with assets held-for-sale	$	243.4	$	252.1

Amounts applicable to discontinued operations in the Condensed Consolidated Statements of Earnings are as follows:



Three months ended September 30,	2019			2018
(In millions except per share data)
Revenues	$	85.5		$	123.7
Costs and expenses	(86.7		)	(116.3		)
Impairment of goodwill	(4.2		)	—
Interest expense	(1.2		)	(6.4		)
Earnings (loss) before income taxes	(6.6		)	1.0
Income tax benefit (expense)	0.6			(0.2		)
Earnings (loss) from discontinued operations, net of income taxes	$	(6.0	)	$	0.8
Earnings (loss) per share from discontinued operations
Basic	$	(0.13	)	$	0.01
Diluted	(0.13		)	0.01

The Company does not allocate interest to discontinued operations unless the interest is directly attributable to the discontinued operations or is interest on debt that is required to be repaid as a result of the disposal transaction. Interest expense included in discontinued operations reflects an estimate of interest expense related to the debt that will be repaid with the proceeds from the sales of FanSided and the investments in Viant and Xumo.

The discontinued operations did not have depreciation, amortization, or significant non-cash investing items for the three months ended September 30, 2019 or 2018. Share-based compensation expense related to discontinued operations was minimal for the three months ended September 30, 2019 and $0.5 million for the three months ended September 30, 2018 and is included in the calculation of net cash used in operating activities in the Condensed Consolidated Statements of Cash Flows.

Dispositions

In May 2019, the first step of a two-step transaction to sell Sports Illustrated was completed. At the time of first close, $90.0 million was received from the buyer. Simultaneously, the Company entered into an agreement to license back a portion of the Sports Illustrated brand to continue operating the publishing business. Although, under the agreement certain assets of the brand were sold for legal and tax purposes, because the Company retained control of the publishing business until the second close, the legal transfer of those assets has not been presented as a sale within the condensed consolidated financial statements. At the time of the second close, Meredith will owe the buyer $11.6 million for accounts receivable and accounts payable retained by Meredith, and a working capital true-up estimated to be approximately $0.7 million. This second close took place on October 3, 2019. Based on the selling price of Sports Illustrated, an impairment of goodwill for the Sports Illustrated brand of $4.2 million was recorded in the first quarter of fiscal 2020. No significant additional gain or loss is expected to be recognized upon the second close. Meredith entered into support services agreements with the buyer parties upon second close.

During the second quarter of fiscal 2019, Meredith closed on sales of the TIME and Fortune brands to unrelated third parties. Meredith continued to provide accounting, finance, human resources, information technology, and certain support services for a short period of time under Transition Services Agreements (TSA) with each buyer. In addition, Meredith continues to provide consumer marketing, subscription fulfillment, paper purchasing, printing, and other services under Outsourcing Agreements (OA) with each buyer. The services performed under the OAs have varying terms ranging from one to four years. Income of $3.0 million for the three months ended September 30, 2019, earned from performing services under the OAs is recorded in other revenue in the Condensed Consolidated Statements of Earnings while income of $1.9 million for the three months ended September 30, 2019, earned from performing services under the TSAs is recorded as a reduction of selling, general, and administrative expenses in the Condensed Consolidated Statements of Earnings.

5. Leases

Meredith's lessee portfolio is primarily comprised of real estate leases for the use of office space, land, and station facilities. The portfolio also contains leases for equipment, vehicles, and antenna and transmitter sites. Meredith determines whether an arrangement contains a lease at inception.

Lease assets and liabilities are recognized upon commencement of the lease based on the present value of the future minimum lease payments over the lease term. The lease term includes options to extend the lease when it is reasonably certain that the Company will exercise that option. The remaining terms of the leases are 1 to 23 years.

The Company generally utilizes its incremental borrowing rate based on information available at the commencement of the lease in determining the present value of future payments since the implicit rate for most of the Company's leases is not readily determinable. The incremental borrowing rate as of July 1, 2019, was utilized for the initial measurement of operating lease liabilities upon adoption of the new leasing standard and for new leases entered into during the quarter ended September 30, 2019.

Variable lease expense includes rental increases that are not fixed, such as those based on a consumer price index, and amounts paid to the lessor based on cost or consumption, such as maintenance and utilities.

Leases entered into that have not yet commenced were not significant at September 30, 2019.

Operating Leases

The total lease cost for operating leases included within selling, general, and administrative line in the Condensed Consolidated Statements of Earnings was as follows:



Three months ended September 30, 2019
(In millions)
Operating lease cost	$	16.8
Variable lease cost	0.6
Short term lease cost	0.1
Sublease income	(1.9		)
Total lease cost	$	15.6

The table below presents supplemental information related to operating leases:



Three months ended September 30, 2019
(In millions except for lease term and discount rate)
Operating cash flows for operating leases	$	16.7
Noncash lease liabilities arising from obtaining operating lease assets	2.9
Weighted average remaining lease term (in years)	11.6
Weighted average discount rate	5.3		%

Maturities of operating lease liabilities as of September 30, 2019 were as follows:



Years ending June 30,
(In millions)
2020	$	48.1
2021	62.6
2022	61.4
2023	60.6
2024	61.7
Thereafter	427.4
Total lease payments	721.8
Less: Interest	(189.1		)
Present value of lease liabilities	$	532.7

Future minimum lease payments under operating leases as of June 30, 2019, were as follows:



	Payments Due In
Years ending June 30,	2020		2021		2022		2023		2024		Thereafter		Total
(In millions)
Operating leases	$	61.3	$	57.5	$	54.9	$	52.4	$	52.8	$	397.7	$	676.6

Future minimum operating lease payments have been reduced by estimated future minimum sublease income of $7.7 million in fiscal 2020, $8.7 million in fiscal 2021, $9.3 million in fiscal 2022, $9.1 million in fiscal 2023, $9.5 million in fiscal 2024 and $24.2 million thereafter.

Finance Leases

Meredith holds finance leases related to a broadcast tower and certain equipment with remaining terms ranging between four and seven years. Finance lease assets of $3.8 million were recorded in property, plant, and equipment, and current finance lease liabilities of $0.7 million and long-term finance lease liabilities of $3.3 million were recorded in accrued expenses and other liabilities and other noncurrent liabilities, respectively, in the Condensed Consolidated Balance Sheets at September 30, 2019.

For the three months ended September 30, 2019, $0.1 million of interest expense and $0.2 million of amortization were recorded within interest expense, net and depreciation and amortization, respectively, on the Condensed Consolidated Statements of Earnings. Operating cash flows of $0.1 million and financing cash flows of $0.7 million were also incurred during the three-month period. As of September 30, 2019, the finance leases have a weighted average remaining term of 5.8 years and weighted average interest rate of 6.7 percent.

Lessor Activities

The Company has several agreements to lease space to third parties on its owned broadcast towers. These leases all meet the operating lease criteria. The associated rental revenue on these leases is recorded in other revenue on the Condensed Consolidated Statements of Earnings, which was $0.2 million for the three months ended September 30, 2019.

6. Intangible Assets and Goodwill

Intangible assets consisted of the following:



	September 30, 2019							June 30, 2019
(In millions)	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Intangible assets subject to amortization
National media
Advertiser relationships	$	211.0	$	(117.3	)	$	93.7	$	213.3	$	(102.0	)	$	111.3
Publisher relationships	132.8		(29.9		)	102.9		125.0		(25.4		)	99.6
Partner relationships	98.2		(26.6		)	71.6		98.2		(22.7		)	75.5
Customer relationships	67.5		(54.2		)	13.3		67.5		(46.3		)	21.2
Other	21.5		(14.1		)	7.4		23.2		(14.9		)	8.3
Local media
Network affiliation agreements	229.3		(156.7		)	72.6		229.3		(155.1		)	74.2
Advertiser relationships	12.5		(6.9		)	5.6		12.5		(5.8		)	6.7
Retransmission agreements	27.9		(20.2		)	7.7		27.9		(19.1		)	8.8
Other	1.7		(1.3		)	0.4		1.7		(1.2		)	0.5
Total	$	802.4	$	(427.2	)	375.2		$	798.6	$	(392.5	)	406.1
Intangible assets not subject to amortization
National media
Trademarks						726.9							724.5
Internet domain names						8.3							7.8
Local media
FCC licenses						675.2							675.2
Total						1,410.4							1,407.5
Intangible assets, net						$	1,785.6						$	1,813.6

Amortization expense was $38.7 million and $38.8 million for the three months ended September 30, 2019, and 2018, respectively. Annual amortization expense for intangible assets is expected to be as follows: $141.5 million in fiscal 2020, $89.9 million in fiscal 2021, $42.2 million in fiscal 2022, $40.5 million in fiscal 2023, and $33.4 million in fiscal 2024.

During the first quarter of fiscal 2020, the Company recorded an impairment charge of $5.2 million on a national media trademark. Management determined this trademark was fully impaired as part of management's commitment to performance improvement plans, including the closure of the Family Circle brand. The impairment charge is recorded in the impairment of long-lived assets line in the Condensed Consolidated Statements of Earnings.

Changes in the carrying amount of goodwill were as follows:



Three months ended September 30,	2019						2018
(In millions)	National Media		Local Media		Total		National Media		Local Media		Total
Goodwill at beginning of period	$	1,862.8	$	116.6	$	1,979.4	$	1,800.0	$	115.8	$	1,915.8
Acquisition adjustments	—		—		—		31.2		—		31.2
Goodwill at end of period	$	1,862.8	$	116.6	$	1,979.4	$	1,831.2	$	115.8	$	1,947.0

7. Restructuring Accrual

In the first quarter of fiscal 2020, management committed to performance improvement plans related to the strategic decisions to transition Rachael Ray Every Day into a consumer-driven, newsstand-only quarterly magazine and to discontinue the Family Circle brand. Other smaller actions were taken in the local media segment and unallocated corporate. In connection with these plans, the Company recorded pre-tax restructuring charges totaling $12.9 million, including $9.9 million for severance and related benefit costs associated with the involuntary termination of employees and $3.0 million in other costs and expenses. These actions affected approximately 130 employees in the national media segment, 10 in the local media segment, and 10 in unallocated corporate. The majority of the severance costs will be paid during fiscal 2020. Of these costs, $9.2 million are recorded in the acquisition, disposition, and restructuring related activities line and $3.7 million are recorded in the earnings (loss) from discontinued operations, net of income taxes line on the Condensed Consolidated Statements of Earnings.

As part of the Company's plan to realize cost synergies from its acquisition of Time in fiscal 2018, management committed to a performance improvement plan to reduce headcount. While the headcount reductions were substantially completed by January 2019, the severance and related benefit costs continue to be paid out during calendar 2019. In the first quarter of fiscal 2019, additional performance improvement plans were executed which included the following: Cooking Light magazine was merged with EatingWell, Coastal Living transitioned from a subscription magazine to a special interest publication, much of our local media's digital advertising functions were consolidated with MNI Targeted Media, and newsstand sales and marketing operations were outsourced. The first quarter fiscal 2019 performance improvement plans affected approximately 250 people, approximately 175 in the national media segment, approximately 25 in the local media segment, and the remainder in unallocated corporate. In connection with these plans, in the first quarter of fiscal 2019 the Company recorded pre-tax restructuring charges of $12.5 million for severance and related benefit costs related to the involuntary termination of employees. The severance costs have substantially been paid. These costs are recorded in the acquisition, disposition, and restructuring related activities line of the Condensed Consolidated Statements of Earnings.

Details of the severance and related benefit costs by segment for these performance improvement plans are as follows:



	Amount Accrued in the Period				Total Amount Expected to be Incurred
Three months ended September 30,	2019		2018		Total Amount Expected to be Incurred
(in millions)
National media	$	8.8	$	6.0		$	8.8
Local media	0.7		1.5			0.7
Unallocated Corporate	0.4		5.0			0.4
	$	9.9	$	12.5		$	9.9

Details of changes in the Company's restructuring accrual are as follows:



	Employee Terminations				Employee Terminations				Other Exit Costs				Total
Three months ended September 30,		2019				2018				2018				2018
(In millions)
Balance at beginning of period		$	43.7			$	101.3			$	6.3			$	107.6
Accruals		9.9				12.0				10.1				22.1
Cash payments		(19.3		)		(20.7		)		(9.4		)		(30.1		)
Reversal of excess accrual		—				(2.9		)		(0.7		)		(3.6		)
Balance at end of period		$	34.3			$	89.7			$	6.3			$	96.0

As of September 30, 2019, of the $34.3 million liability, $33.7 million was classified as current liabilities on the Condensed Consolidated Balance Sheet, with the remaining $0.6 million classified as noncurrent liabilities. Amounts classified as noncurrent liabilities are expected to be paid through 2021 and related to future severance payments.

As of June 30, 2019, the Company had a restructuring accrual of $22.8 million related primarily to lease payments and exit or disposal costs for space that has been vacated. In conjunction with the adoption of the lease standard effective July 1, 2019, as disclosed in Note 1, these previously recorded exit cost liabilities were derecognized and operating lease assets recorded at time of adoption were reduced by a corresponding amount.

8. Long-term Debt

Long-term debt consisted of the following:



	September 30, 2019							June 30, 2019
(In millions)	Principal Balance		Unamortized Discount and Debt Issuance Costs			Carrying Value		Principal Balance		Unamortized Discount and Debt Issuance Costs			Carrying Value
Variable-rate credit facility
Senior credit facility term loan, due 1/31/2025	$	1,062.5	$	(15.0	)	$	1,047.5	$	1,062.5	$	(15.6	)	$	1,046.9
Revolving credit facility of $350 million, due 1/31/2023	95.0		—			95.0		35.0		—			35.0
Senior Unsecured Notes
6.875% senior notes, due 2/1/2026	1,272.9		(20.8		)	1,252.1		1,272.9		(21.5		)	1,251.4
Total long-term debt	$	2,430.4	$	(35.8	)	$	2,394.6	$	2,370.4	$	(37.1	)	$	2,333.3

9. Commitments and Contingencies

Lease Guarantees

In March 2018, the Company sold TIUK, a United Kingdom (U.K.) multi-platform publisher. In connection with the sale of TIUK, the Company recognized a liability in connection with a lease of office space in the U.K. through December 31, 2025, which was guaranteed by the Company. In the first quarter of fiscal 2020, the Company was released of its guarantee by the landlord. As a result, a gain of $8.0 million was recorded in the non-operating income, net line in the Condensed Consolidated Statement of Earnings.

The Company guarantees two other leases of entities previously sold, one through January 2023 and another through November 2030. The carrying value of those guarantees, which are recorded in other noncurrent liabilities on the Condensed Consolidated Balance Sheets, was $2.4 million at September 30, 2019, and the maximum obligation for which the Company would be liable if the primary obligors fail to perform under the lease agreements is $14.9 million as of September 30, 2019.

Legal Proceedings

In the ordinary course of business, the Company is a defendant in or party to various legal claims, actions, and proceedings. These claims, actions, and proceedings are at varying stages of investigation, arbitration, or adjudication, and involve a variety of areas of law. Time, which is now a wholly-owned subsidiary, previously reported on, and the Company updates below, the following legal proceedings.

On October 26, 2010, the Canadian Minister of National Revenue denied the claims by Time Inc. Retail (formerly Time/Warner Retail Sales & Marketing, Inc.) (TIR) for input tax credits in respect of goods and services tax that TIR had paid on magazines it imported into and had displayed at retail locations in Canada during the years 2006 to 2008, on the basis that TIR did not own those magazines and issued Notices of Reassessment in the amount of approximately C$52 million. On January 21, 2011, TIR filed an objection to the Notices of Reassessment with the Chief of Appeals of the Canada Revenue Agency (CRA), arguing that TIR claimed input tax credits only in respect of goods and services tax it actually paid and it is entitled to a rebate for such payments. On September 13, 2013, TIR received Notices of Reassessment in the amount of C$26.9 million relating to the same type of situation during the years 2009 to 2010, and TIR filed similar objections as for prior years. By letter dated June 19, 2015, the CRA requested payment of C$89.8 million, which includes interest accrued and stated that failure to pay may result in legal action. TIR responded by stating that collection should remain stayed pending resolution of the issues raised by TIR’s objection. Including interest accrued, the total of the reassessments claimed by the CRA for the years 2006 to 2010 was C$91 million as of November 30, 2015. The parties are engaged in mediation.

On September 6, 2019, a shareholder filed a putative class action lawsuit in the U.S. District Court for the Southern District of New York against the Company, its Chief Executive Officer, and its Chief Financial Officer, seeking to represent a class of shareholders who acquired securities of the Company between May 10, 2018 and September 4, 2019. On September 12, 2019, a shareholder filed a putative class action lawsuit in the U.S. District Court for the Southern District of Iowa against the Company, its Chief Executive Officer, its Chief Financial Officer, and its Chairman of the Board seeking to represent a class of shareholders who acquired securities of the Company between January 31, 2018 and September 5, 2019. Both complaints allege that the defendants made materially false and/or misleading statements, and failed to disclose material adverse facts, about the Company’s business, operations, and prospects. Both complaints assert claims under the federal securities laws and seek unspecified monetary damages and other relief. The defendants have not yet responded to either complaint but intend to vigorously oppose them. The Company expresses no opinion as to the ultimate outcome of these matters.

The Company establishes an accrued liability for specific matters, such as a legal claim, when the Company determines that a loss is probable and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. In view of the inherent difficulty of predicting the outcome of litigation, claims, and other matters, the Company often cannot predict what the eventual outcome of a pending matter will be, or what the timing or results of the ultimate resolution of a matter will be. Accordingly, for the matters described above, the Company is unable to predict the outcome or reasonably estimate a range of possible loss.

10. Fair Value Measurements

The Company estimates the fair value of financial instruments using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts the Company would realize upon disposition.

The fair value hierarchy consists of three broad levels of inputs that may be used to measure fair value, which are described below:



•	Level 1	Quoted prices (unadjusted) in active markets for identical assets or liabilities;
•	Level 2	Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;
•	Level 3	Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates.

The following table sets forth the carrying value and the estimated fair value of the Company's financial instruments not measured at fair value on a recurring basis:



	September 30, 2019				June 30, 2019
(In millions)	Carrying Value		Fair Value		Carrying Value		Fair Value
Broadcast rights payable	$	24.7	$	23.1	$	15.0	$	13.6
Total long-term debt	2,394.6		2,461.5		2,333.3		2,452.9

The fair value of broadcast rights payable was determined utilizing Level 3 inputs. The fair value of total long-term debt is based on information obtained from a non-active market, therefore is included as a Level 2 measurement.

The following table sets forth the assets and liabilities measured at fair value on a recurring basis:



(In millions)	September 30, 2019		June 30, 2019
Accrued expenses and other liabilities
Deferred compensation plans	$	4.6	$	4.7
Other noncurrent liabilities
Contingent consideration	0.8		0.8
Deferred compensation plans	16.1		16.2

The fair value of deferred compensation plans is derived from quotes from observable market information, and thus represents a Level 2 measurement. The fair value of contingent consideration is based on significant inputs not observable in the market and thus represents a Level 3 measurement.

Details of changes in the Level 3 fair value of contingent consideration and certain trademarks are as follows:



Three months ended September 30,		2019			2018
(In millions)
Contingent consideration
Balance at beginning of period		$	0.8		$	25.4
Payments		—			(19.3		)
Fair value adjustment of contingent consideration		—			(0.1		)
Balance at end of period		$	0.8		$	6.0

Trademark ¹
Balance at beginning of period		$	5.2		$	—
Impairment		(5.2		)	—
Balance at end of period		$	—		$	—

1	Represents the fair value of a national media trademark fully impaired at September 30, 2019. For further details, refer to Note 6.

The fair value adjustment of contingent consideration is the change in the estimated earn out payments based on projections of performance and the amortization of the present value discount. The fair value adjustment of contingent consideration is included in selling, general, and administrative line in the Condensed Consolidated Statements of Earnings.

The fair values of the trademarks are measured on a non-recurring basis and are determined based on significant inputs not observable in the market and thus represents a Level 3 measurement. The key assumptions used to determine the fair value include discount rates, estimated cash flows, royalty rates, and revenue growth rates. The discount rate used is based on several factors including market interest rates, a weighted average cost of capital analysis based on the target capital structure, and includes adjustments for market risk and Company specific risk. Estimated cash flows are based upon internally developed estimates and the revenue growth rates are based on industry knowledge and historical performance. For further discussion of the impairment of these trademarks, refer to Note 6. The impairment of trademarks is included in the impairment of long-lived assets line in the Condensed Consolidated Statements of Earnings.

11. Revenue Recognition

Meredith disaggregates revenue from contracts with customers by types of goods and services. A reconciliation of disaggregated revenue to segment revenue (as provided in Note 15) is as follows.



Three months ended September 30, 2019	National Media		Local Media		Intersegment Elimination			Total
(In millions)
Advertising related
Print	$	160.4	$	—	$	—		$	160.4
Non-political spot	—		76.8		—			76.8
Political spot	—		2.6		—			2.6
Digital	91.6		4.2		—			95.8
Third party sales	19.0		25.5		(0.5		)	44.0
Total advertising related	271.0		109.1		(0.5		)	379.6
Consumer related
Subscription	150.5		—		—			150.5
Retransmission	—		79.6		—			79.6
Newsstand	42.6		—		—			42.6
Affinity marketing	13.9		—		—			13.9
Licensing	20.0		—		—			20.0
Digital and other consumer driven	16.5		—		—			16.5
Total consumer related	243.5		79.6		—			323.1
Other
Projects based	14.4		—		—			14.4
Other	4.0		4.1		—			8.1
Total other	18.4		4.1		—			22.5
Total revenues	$	532.9	$	192.8	$	(0.5	)	$	725.2



Three Months Ended September 30, 2018	National Media		Local Media		Intersegment Elimination			Total
(In millions)
Advertising related
Print	$	185.2	$	—	$	—		$	185.2
Non-political spot	—		74.9		—			74.9
Political spot	—		36.1		—			36.1
Digital	84.9		3.9		—			88.8
Third party sales	17.1		24.0		(0.6		)	40.5
Total advertising related	287.2		138.9		(0.6		)	425.5
Consumer related
Subscription	160.7		—		—			160.7
Retransmission	—		73.3		—			73.3
Newsstand	39.1		—		—			39.1
Affinity marketing	18.9		—		—			18.9
Licensing	24.8		—		—			24.8
Digital and other consumer driven	11.0		—		—			11.0
Total consumer related	254.5		73.3		—			327.8
Other
Projects based	9.4		—		—			9.4
Other	9.5		2.2		—			11.7
Total other	18.9		2.2		—			21.1
Total revenues	$	560.6	$	214.4	$	(0.6	)	$	774.4

During the first quarter of fiscal 2020, management identified certain consumer related revenue that was incorrectly classified as other revenue in the fiscal 2019 consolidated financial statements. As such, management revised the fiscal 2019 condensed consolidated statement of earnings and related revenue note for the three months ended September 30, 2019, to report $11.7 million of revenue as consumer related revenue. The Company assessed the materiality of the revision both quantitatively and qualitatively and determined the correction to be immaterial to the Company’s prior period interim and annual consolidated financial statements.

Contract Balances

The timing of Meredith’s performance under its various contracts often differs from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset is recognized when a good or service is transferred to a customer and the Company does not have the contractual right to bill for the related performance obligations. Due to the nature of its contacts, the Company does not have any significant contract assets. A contract liability is recognized when consideration is received from the customer prior to the transfer of goods or services. Current portion of contract liabilities were $458.9 million at June 30, 2019 and $473.0 million at September 30, 2019, and are presented as current portion of unearned revenues on the Condensed Consolidated Balance Sheets. Noncurrent contract liabilities were $318.6 million and $341.1 million at June 30, 2019 and September 30, 2019, respectively, and are reflected as unearned revenues on the Condensed Consolidated Balance Sheets. Revenue of $156.0 million recognized in the three-month period ended September 30, 2019, was in contract liabilities at the beginning of the period.

12. Pension and Postretirement Benefit Plans

The following table presents the components of net periodic benefit costs for Meredith's pension and postretirement benefit plans:



Three months ended September 30,	2019			2018
(In millions)
Domestic Pension Benefits
Service cost	$	2.5		$	2.9
Interest cost	1.4			1.6
Expected return on plan assets	(2.4		)	(2.4		)
Prior service cost amortization	0.1			0.1
Actuarial loss amortization	0.6			0.5
Net periodic benefit costs	$	2.2		$	2.7

International Pension Benefits
Interest cost	$	3.6		$	4.3
Expected return on plan assets	(4.6		)	(8.0		)
Net periodic benefit credit	$	(1.0	)	$	(3.7	)

Postretirement Benefits
Interest cost	$	—		$	0.1
Actuarial gain amortization	(0.1		)	(0.1		)
Net periodic benefit credit	$	(0.1	)	$	—

The components of net periodic benefit cost (credit), other than the service cost component, are included in non-operating income, net in the accompanying Condensed Consolidated Statements of Earnings.

The amortization of amounts related to unrecognized prior service costs and net actuarial gain/loss was reclassified out of other comprehensive income as components of net periodic benefit costs.

13. Redeemable Series A Preferred Stock

Meredith has outstanding 650,000 shares of perpetual convertible redeemable non-voting Series A preferred stock (the Series A preferred stock). The Series A preferred stock becomes convertible on January 31, 2025, the seventh anniversary of the issuance date. Therefore, no shares were converted in the first three months of fiscal 2020.

14. Loss Per Common Share

The following table presents the calculations of basic loss per common share:



Three months ended September 30,	2019			2018
(In millions except per share data)
Net earnings	$	6.1		$	17.0
Participating warrants dividend	(0.9		)	(0.9		)
Preferred stock dividend	(14.4		)	(14.0		)
Accretion of redeemable, convertible Series A preferred stock	(4.5		)	(4.3		)
Other securities dividends	(0.2		)	(0.4		)
Loss attributable to common shareholders	$	(13.9	)	$	(2.6	)

Basic weighted average common shares outstanding	45.6			45.1
Basic loss per common share	$	(0.30	)	$	(0.06	)

Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The dilutive effects of these share-based awards were computed using the two-class method.



Three months ended September 30,	2019			2018
(In millions except per share data)
Basic weighted-average common shares outstanding	45.6			45.1
Dilutive effect of stock options and equivalents	—			—
Diluted weighted-average shares outstanding	45.6			45.1

Diluted loss attributable to common shareholders	$	(13.9	)	$	(2.6	)
Diluted loss per common share	(0.30		)	(0.06		)

For the three months ended September 30, 2019, 0.7 million convertible preferred shares, 1.6 million warrants, 0.1 million options, and 0.1 million shares of restricted stock were not included in the computation of diluted loss per common share. These securities have an antidilutive effect on the loss per common share calculation (the diluted loss per share becoming less negative than the basic loss per share). Therefore, these securities are not taken into account in determining the weighted average number of shares for the calculation of diluted loss per share for the three months ended September 30, 2019.

For the three months ended September 30, 2018, 0.7 million convertible preferred shares, 1.6 million warrants, 0.2 million options, 0.3 million common stock equivalents, and 0.2 million shares of restricted stock were not included in the computation of dilutive loss per share. These securities have an antidilutive effect on the loss per share calculation (the diluted loss per share becoming less negative than the basic loss per share). Therefore, these securities are not taken into account in determining the weighted average number of shares for the calculation of diluted loss per share for the three months ended September 30, 2018.

For the three months ended September 30, 2019 and 2018, antidilutive options excluded from the above calculations totaled 3.1 million (with a weighted average exercise price of $59.96) and 2.7 million (with a weighted average exercise price of $63.24), respectively.

In the three months ended September 30, 2019 and 2018, a minimal amount of options were exercised to purchase common shares.

15. Financial Information about Industry Segments

Meredith is a diversified media company that utilizes multiple platforms, including broadcast television, print, digital, mobile and video, to deliver the content consumers desire and to deliver the messages of advertising and marketing partners. On the basis of products and services, the Company has established two reportable segments: national media and local media. There have been no changes in the basis of segmentation since June 30, 2019. There have been no material intersegment transactions.

There are two principal financial measures reported to the chief executive officer (the chief operating decision maker) for use in assessing segment performance and allocating resources. Those measures are operating profit and earnings before interest expense, income taxes, depreciation, and amortization (EBITDA). Operating profit for segment reporting, disclosed below, is revenues less operating costs excluding unallocated corporate expenses. Segment operating expenses include allocations of certain centrally incurred costs such as employee benefits, occupancy, information systems, accounting services, internal legal staff, and human resources administration. These costs are allocated based on actual usage or other appropriate methods, primarily number of employees. Unallocated corporate expenses are corporate overhead expenses not directly attributable to the operating groups. In accordance with authoritative guidance on disclosures about segments of an enterprise and related information, EBITDA is not presented below.

The following table presents financial information by segment:



Three months ended September 30,	2019			2018
(In millions)
Revenues
National media	$	532.9		$	560.6
Local media	192.8			214.4
Total revenues, gross	725.7			775.0
Intersegment revenue elimination	(0.5		)	(0.6		)
Total revenues	$	725.2		$	774.4

Segment profit
National media	$	28.1		$	18.1
Local media	38.4			67.5
Unallocated corporate	(23.6		)	(31.4		)
Income from operations	42.9			54.2
Non-operating income, net	8.6			7.3
Interest expense, net	(38.9		)	(41.6		)
Earnings from continuing operations before income taxes	$	12.6		$	19.9

Depreciation and amortization
National media	$	47.4		$	52.3
Local media	9.6			9.1
Unallocated corporate	1.5			2.3
Total depreciation and amortization	$	58.5		$	63.7

16. Issuer, Guarantor and Non-Guarantor Condensed Consolidating Financial Information

The 2026 Senior Notes are general unsecured senior obligations of Meredith Corporation (Parent Issuer) and are guaranteed on a full, unconditional, joint, and several basis, by the combined “Guarantor Subsidiaries.” Other subsidiaries (the Non-Guarantor Subsidiaries) largely represent the international operations of the Company and subsidiaries that have been disposed of prior to September 30, 2019, which do not guarantee the 2026 Senior Notes. Under the terms of the indenture governing the 2026 Senior Notes, Meredith Corporation and the Guarantor Subsidiaries each fully and unconditionally, jointly and severally, guarantee the payment of interest, principal and premium, if any, on each of the notes included in the 2026 Senior Notes.

The following condensed consolidating financial information presents the condensed consolidated balance sheets as of September 30, 2019 and June 30, 2019, the condensed consolidating statements of comprehensive income (loss) for the three months ended September 30, 2019 and 2018, and condensed consolidating statements of cash flows for the three months ended September 30, 2019 and 2018, for Meredith Corporation (Parent Issuer), Guarantor Subsidiaries, and Non-Guarantor Subsidiaries. The condensed consolidating financial information is presented using the equity method of accounting for all periods presented. Elimination entries relate primarily to elimination of investments in subsidiaries and associated intercompany balances and transactions.

Meredith Corporation and Subsidiaries

Condensed Consolidating Balance Sheet

As of September 30, 2019



Assets	Meredith Corporation (Parent Issuer)		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
(In millions)
Current assets
Cash and cash equivalents	$	19.3	$	0.2	$	7.9	$	—		$	27.4
Accounts receivable, net	302.2		277.2		10.1		—			589.5
Inventories	47.9		18.1		0.1		—			66.1
Current portion of subscription acquisition costs	106.8		157.6		—		(6.0		)	258.4
Assets held-for-sale	—		203.6		109.2		—			312.8
Other current assets	55.5		16.3		0.4		—			72.2
Total current assets	531.7		673.0		127.7		(6.0		)	1,326.4
Net property, plant, and equipment	340.8		92.4		11.8		—			445.0
Operating lease assets	69.8		427.7		4.1		—			501.6
Subscription acquisition costs	183.7		107.8		—		—			291.5
Other assets	57.8		67.1		140.9		—			265.8
Intangible assets, net	636.2		1,144.7		4.7		—			1,785.6
Goodwill	614.8		1,094.3		270.3		—			1,979.4
Intercompany receivable	685.5		10,087.4		7,963.8		(18,736.7		)	—
Intercompany notes receivable	—		214.7		—		(214.7		)	—
Investment in subsidiaries	3,619.9		987.7		—		(4,607.6		)	—
Total assets	$	6,740.2	$	14,896.8	$	8,523.3	$	(23,565.0	)	$	6,595.3

Liabilities, Redeemable Convertible Preferred Stock, and Shareholders’ Equity
Current liabilities
Current portion of operating lease liabilities	$	9.1	$	27.6	$	0.7	$	—		$	37.4
Accounts payable	143.7		72.9		0.7		—			217.3
Accrued expenses and other liabilities	109.8		89.9		0.1		—			199.8
Current portion of unearned revenues	171.8		300.8		6.2		(5.8		)	473.0
Liabilities associated with assets held-for-sale	—		185.1		58.3		—			243.4
Total current liabilities	434.4		676.3		66.0		(5.8		)	1,170.9
Long-term debt	2,394.6		—		—		—			2,394.6
Operating lease liabilities	61.4		430.6		3.3		—			495.3
Unearned revenues	203.9		137.2		—		—			341.1
Deferred income taxes	225.4		268.4		25.4		—			519.2
Other noncurrent liabilities	100.5		82.4		18.0		—			200.9
Investment in subsidiaries	—		—		72.2		(72.2		)	—
Intercompany payable	1,846.7		9,117.2		7,772.3		(18,736.2		)	—
Intercompany notes payable	—		—		212.7		(212.7		)	—
Total liabilities	5,266.9		10,712.1		8,169.9		(19,026.9		)	5,122.0

Redeemable, convertible Series A preferred stock	544.7		—		—		—			544.7

Shareholders’ equity	928.6		4,184.7		353.4		(4,538.1		)	928.6
Total liabilities, redeemable convertible preferred stock, and shareholders’ equity	$	6,740.2	$	14,896.8	$	8,523.3	$	(23,565.0	)	$	6,595.3

Meredith Corporation and Subsidiaries

Condensed Consolidating Balance Sheet

As of June 30, 2019



Assets	Meredith Corporation (Parent Issuer)		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
(In millions)
Current assets
Cash and cash equivalents	$	30.3	$	3.2	$	11.5	$	—		$	45.0
Accounts receivable, net	327.5		267.4		14.2		—			609.1
Inventories	53.7		8.9		0.1		—			62.7
Current portion of subscription acquisition costs	91.5		156.8		—		(6.3		)	242.0
Assets held-for-sale	—		208.8		112.2		—			321.0
Other current assets	51.4		16.3		2.6		—			70.3
Total current assets	554.4		661.4		140.6		(6.3		)	1,350.1
Net property, plant, and equipment	340.8		107.8		1.7		—			450.3
Subscription acquisition costs	152.3		121.6		—		—			273.9
Other assets	60.6		30.0		179.0		—			269.6
Intangible assets, net	627.7		1,181.0		4.9		—			1,813.6
Goodwill	614.8		1,317.6		47.0		—			1,979.4
Intercompany receivable	470.5		10,352.3		7,958.6		(18,781.4		)	—
Intercompany notes receivable	—		215.5		0.2		(215.7		)	—
Investment in subsidiaries	3,874.5		983.0		—		(4,857.5		)	—
Total assets	$	6,695.6	$	14,970.2	$	8,332.0	$	(23,860.9	)	$	6,136.9

Liabilities, Redeemable Convertible Preferred Stock, and Shareholders’ Equity
Current liabilities
Accounts payable	$	141.5	$	90.4	$	10.7	$	—		$	242.6
Accrued expenses and other liabilities	195.4		107.2		4.6		—			307.2
Current portion of unearned revenues	183.2		277.7		3.8		(5.8		)	458.9
Liabilities associated with assets held-for-sale	—		190.8		61.3		—			252.1
Total current liabilities	520.1		666.1		80.4		(5.8		)	1,260.8
Long-term debt	2,333.3		—		—		—			2,333.3
Unearned revenues	155.7		162.9		—		—			318.6
Deferred income taxes	221.8		266.2		18.2		—			506.2
Other noncurrent liabilities	97.7		85.9		19.6		—			203.2
Investment in subsidiaries	—		—		74.8		(74.8		)	—
Intercompany payable	1,852.2		9,105.0		7,824.2		(18,781.4		)	—
Intercompany notes payable	—		0.2		215.5		(215.7		)	—
Total liabilities	5,180.8		10,286.3		8,232.7		(19,077.7		)	4,622.1

Redeemable, convertible Series A preferred stock	540.2		—		—		—			540.2

Shareholders’ equity	974.6		4,683.9		99.3		(4,783.2		)	974.6
Total liabilities, redeemable convertible preferred stock, and shareholders’ equity	$	6,695.6	$	14,970.2	$	8,332.0	$	(23,860.9	)	$	6,136.9

Meredith Corporation and Subsidiaries

Condensed Consolidating Statement of Comprehensive Income

For the Three Months Ended September 30, 2019



	Meredith Corporation (Parent Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
(In millions)
Revenues
Advertising related	$	121.7		$	256.2		$	1.9		$	(0.2	)	$	379.6
Consumer related	121.9			191.7			11.5			(2.0		)	323.1
Other	16.5			3.0			3.0			—			22.5
Total revenues	260.1			450.9			16.4			(2.2		)	725.2
Operating expenses
Production, distribution, and editorial	124.4			147.6			2.0			(0.3		)	273.7
Selling, general, and administrative	150.5			237.3			(54.7		)	(2.3		)	330.8
Acquisition, disposition, and restructuring related activities	9.4			4.7			—			—			14.1
Depreciation and amortization	14.4			43.7			0.4			—			58.5
Impairment of long-lived assets	5.2			—			—			—			5.2
Total operating expenses	303.9			433.3			(52.3		)	(2.6		)	682.3
Income (loss) from operations	(43.8		)	17.6			68.7			0.4			42.9
Non-operating income (expense), net	0.3			10.9			(2.6		)	—			8.6
Interest income (expense), net	(38.9		)	3.3			(3.3		)	—			(38.9		)
Earnings (loss) from continuing operations before income taxes	(82.4		)	31.8			62.8			0.4			12.6
Income tax benefit (expense)	24.5			(6.5		)	(18.4		)	(0.1		)	(0.5		)
Earnings (loss) from continuing operations	(57.9		)	25.3			44.4			0.3			12.1
Loss from discontinued operations, net of income taxes	—			(5.1		)	(0.9		)	—			(6.0		)
Earnings (loss) before equity income	(57.9		)	20.2			43.5			0.3			6.1
Earnings from equity in subsidiaries	64.0			2.5			0.1			(66.6		)	—
Net earnings	$	6.1		$	22.7		$	43.6		$	(66.3	)	$	6.1

Total comprehensive income	$	6.6		$	22.7		$	38.7		$	(66.3	)	$	1.7

Meredith Corporation and Subsidiaries

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the Three Months Ended September 30, 2018



	Meredith Corporation (Parent Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
(In millions)
Revenues
Advertising related	$	160.4		$	263.9		$	1.8		$	(0.6	)	$	425.5
Consumer related	125.5			200.9			9.3			(7.9		)	327.8
Other	8.1			52.6			6.3			(45.9		)	21.1
Total revenues	294.0			517.4			17.4			(54.4		)	774.4
Operating expenses
Production, distribution, and editorial	121.3			209.3			5.0			(46.5		)	289.1
Selling, general, and administrative	136.7			211.1			7.8			(5.3		)	350.3
Acquisition, disposition, and restructuring related activities	(5.8		)	21.6			1.3			—			17.1
Depreciation and amortization	7.8			55.2			0.7			—			63.7
Total operating expenses	260.0			497.2			14.8			(51.8		)	720.2
Income from operations	34.0			20.2			2.6			(2.6		)	54.2
Non-operating income (expense), net	4.3			(0.9		)	3.9			—			7.3
Interest income (expense), net	(42.4		)	4.0			(3.2		)	—			(41.6		)
Earnings (loss) before income taxes	(4.1		)	23.3			3.3			(2.6		)	19.9
Income tax benefit (expense)	2.2			(6.1		)	0.2			—			(3.7		)
Earnings (loss) from continuing operations	(1.9		)	17.2			3.5			(2.6		)	16.2
Earnings (loss) from discontinued operations, net of income taxes	—			1.8			(1.0		)	—			0.8
Earnings (loss) before equity earnings (loss)	(1.9		)	19.0			2.5			(2.6		)	17.0
Earnings (loss) from equity in subsidiaries	18.9			1.1			(6.8		)	(13.2		)	—
Net earnings (loss)	$	17.0		$	20.1		$	(4.3	)	$	(15.8	)	$	17.0

Total comprehensive income (loss)	$	15.1		$	20.1		$	(6.6	)	$	(13.5	)	$	15.1

Meredith Corporation and Subsidiaries

Condensed Consolidating Statement of Cash Flows

For the Three Months Ended September 30, 2019



	Meredith Corporation (Parent Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
(In millions)
Cash flows from operating activities	$	222.4		$	(279.5	)	$	46.2		$	(2.6	)	$	(13.5	)
Cash flows from investing activities
Acquisition of and investments in businesses, net of cash acquired	(14.5		)	—			—			—			(14.5		)
Proceeds from disposition of assets, net of cash sold	—			—			0.3			—			0.3
Additions to property, plant, and equipment	(14.8		)	(1.1		)	—			—			(15.9		)
Net cash provided by (used in) investing activities	(29.3		)	(1.1		)	0.3			—			(30.1		)
Cash flows from financing activities
Proceeds from issuance of long-term debt	165.0			—			—			—			165.0
Repayments of long-term debt	(105.0		)	—			—			—			(105.0		)
Dividends paid	(41.6		)	—			—			—			(41.6		)
Purchases of Company stock	(1.8		)	—			—			—			(1.8		)
Proceeds from common stock issued	0.5			—			—			—			0.5
Financing lease payments	(0.7		)	—			—			—			(0.7		)
Net increase (decrease) in intercompany obligations	(220.5		)	277.6			(59.7		)	2.6			—
Net cash provided by (used in) financing activities	(204.1		)	277.6			(59.7		)	2.6			16.4
Effect of exchange rate changes on cash and cash equivalents	—			—			0.3			—			0.3
Change in cash in assets held-for-sale	—			—			9.3			—			9.3
Net decrease in cash and cash equivalents	(11.0		)	(3.0		)	(3.6		)	—			(17.6		)
Cash and cash equivalents at beginning of period	30.3			3.2			11.5			—			45.0
Cash and cash equivalents at end of period	$	19.3		$	0.2		$	7.9		$	—		$	27.4

Meredith Corporation and Subsidiaries

Condensed Consolidating Statement of Cash Flows

For the Three Months Ended September 30, 2018



	Meredith Corporation (Parent Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
(In millions)
Cash flows from operating activities	$	100.2		$	10.0		$	(146.2	)	$	—	$	(36.0	)
Cash flows from investing activities
Acquisition of and investments in businesses, net of cash acquired	(1.8		)	—			—			—		(1.8		)
Proceeds from disposition of assets, net of cash sold	13.1			—			0.3			—		13.4
Additions to property, plant, and equipment	(2.8		)	(4.7		)	—			—		(7.5		)
Net cash provided by (used in) investing activities	8.5			(4.7		)	0.3			—		4.1
Cash flows from financing activities
Repayments of long-term debt	(200.0		)	—			—			—		(200.0		)
Dividends paid	(39.8		)	—			—			—		(39.8		)
Purchases of Company stock	(3.2		)	—			—			—		(3.2		)
Proceeds from common stock issued	1.1			—			—			—		1.1
Payment of acquisition related contingent consideration	(19.3		)	—			—			—		(19.3		)
Net increase (decrease) in intercompany obligations	19.3			(150.6		)	131.3			—		—
Net cash provided by (used in) financing activities	(241.9		)	(150.6		)	131.3			—		(261.2		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(1.7		)	—		(1.7		)
Change in cash held for sale	—			—			1.2			—		1.2
Net decrease in cash and cash equivalents	(133.2		)	(145.3		)	(15.1		)	—		(293.6		)
Cash and cash equivalents at beginning of period	195.0			202.8			39.8			—		437.6
Cash and cash equivalents at end of period	$	61.8		$	57.5		$	24.7		$	—	$	144.0



Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of Meredith Corporation's financial condition and results of operations should be read together with Meredith's condensed consolidated financial statements and notes thereto, included elsewhere in this report. When used herein, the terms Meredith, the Company, we, us, and our refer to Meredith Corporation, including consolidated subsidiaries.

Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based upon management's current expectations and are subject to various uncertainties and changes in circumstances. Important factors that could cause actual results to differ materially from those described in forward-looking statements are set forth below under the headings "Forward Looking Statements" and under the "Risk Factors" heading in our Annual Report on Form 10-K (Form 10-K) for the fiscal year ended June 30, 2019.

EXECUTIVE OVERVIEW

Meredith has been committed to service journalism for over 115 years. Meredith uses multiple media platforms—including print, digital, mobile, video and broadcast television—to provide consumers with content they desire and to deliver the messages of its advertising and marketing partners.

Meredith operates two business segments. The national media segment reaches more than 175 million unduplicated American consumers every month, including nearly 90 percent of United States (U.S.) millennial women. Meredith is the No. 1 U.S. magazine operator, possessing leading positions in entertainment, food, lifestyle, parenting, and home content creation, as well as enhanced positions in the beauty, fashion, and luxury advertising categories through well-known brands such as People, Better Homes & Gardens, InStyle, Allrecipes, Real Simple, Shape, Southern Living, and Martha Stewart Living. Meredith is also the owner of the largest premium content digital network for American consumers. The national media segment features robust brand licensing activities, including more than 3,000 SKUs of branded products at 4,000 Walmart stores across the U.S. and at Walmart.com. The national media segment also includes leading affinity marketer Synapse and The Foundry, the Company's state-of-the-art creative content studio.

Meredith's local media segment includes 17 television stations reaching 11 percent of U.S. households. Meredith's portfolio is concentrated in large, fast-growing markets, with seven stations in the nation's Top 25 markets—including Atlanta, Phoenix, St. Louis, and Portland—and 13 in Top 50 markets. Meredith's stations produce over 700 hours of local news and entertainment content each week and operate leading local digital properties. The local media segment also generates revenue through the sale of geographic and demographic-targeted digital and print advertising programs sold to third parties.

Both segments operate primarily in the U.S. and compete against similar and other types of media on both a local and national basis. The national media segment accounted for 73 percent of the Company's $725.2 million in revenues in the first three months of fiscal 2020 while the local media segment contributed 27 percent.

NATIONAL MEDIA

Advertising related revenues represented 51 percent of national media's first three months' revenues. These revenues were generated from the sale of advertising space in our magazines, websites, and apps to clients interested in promoting their brands, products, and services to consumers as well as selling advertising space on third-party platforms. Consumer related revenues accounted for 46 percent of national media's first three months' revenues. Consumer related revenue includes all revenues either driven by or otherwise linked to consumer buying decisions and includes circulation revenues, which result from the sale of magazines to consumers through

subscriptions and by single copy sales on newsstands in print form, primarily at major retailers and grocery/drug stores, and in digital form on tablets and other media devices; affinity marketing revenues, which represent agency commissions from the sale of magazines for third-party publishers; licensing revenues; and other digitally generated consumer revenues. The remaining 3 percent of national media's revenues came from a variety of activities which included the sale of customer relationship marketing products and services as well as product sales and other related activities. National media's major expense categories are production and delivery of publications and promotional mailings and employee compensation costs.

LOCAL MEDIA

Local media derives the majority of its revenues—57 percent in the first three months of fiscal 2020—from the sale of advertising, both over the air and on our stations' websites and apps as well as selling advertising space on third-party platforms. The remainder comes from television retransmission fees and other services. Political advertising revenues are cyclical in that they are significantly greater during biennial election campaigns (which take place primarily in odd-numbered fiscal years) than at other times. Local media's major expense categories are employee compensation costs and programming fees paid to the networks.

FIRST THREE MONTHS FISCAL 2020 FINANCIAL OVERVIEW


•	National media revenues decreased 5 percent compared to the prior-year period primarily due to declines in print advertising revenues. National media operating profit increased $10.0 million primarily due to previously executed restructuring activities and ongoing cost-savings initiatives reducing operating expenses.


•	Local media revenues decreased 10 percent as compared to the prior-year period. Operating profit declined 43 percent. These changes were primarily due to declines in higher-margin political advertising revenues due to the cyclical nature of political advertising.


•	Unallocated corporate expenses decreased $7.8 million primarily due to decreases in severance and related benefit accruals costs.

•

Diluted loss per common share from continuing operations was $0.17 compared to a diluted loss per common share from continuing operations of $0.07 in the prior-year first three months. The increase in the loss per common share was primarily due to a reduction in revenues partially offset by lower operating expenses due to previously executed restructuring activities and ongoing cost-savings initiatives.

RESULTS OF OPERATIONS



Three months ended September 30,	2019			2018			Change
(In millions except per share data)
Total revenues	$	725.2		$	774.4		(6	)%
Operating expenses	(682.3		)	(720.2		)	(5	)%
Income from operations	$	42.9		$	54.2		(21	)%
Net earnings from continuing operations	$	12.1		$	16.2		(25	)%
Net earnings	6.1			17.0			(64	)%
Diluted loss per common share from continuing operations	(0.17		)	(0.07		)	n/m
Diluted loss per common share	(0.30		)	(0.06		)	n/m
n/m - Not meaningful

OVERVIEW

The following sections provide an analysis of the results of operations for the national media and local media segments and an analysis of the consolidated results of operations for the three months ended September 30, 2019, compared with the prior-year period. This commentary should be read in conjunction with the interim condensed consolidated financial statements presented elsewhere in this report and with our Form 10-K for the year ended June 30, 2019.

NATIONAL MEDIA

National media operating results were as follows:



Three months ended September 30,	2019			2018			Change
(In millions)
Advertising related
Print	$	160.4		$	185.2		(13	)%
Digital	91.6			84.9			8	%
Third party sales	19.0			17.1			11	%
Total advertising related	271.0			287.2			(6	)%
Consumer related
Subscription	150.5			160.7			(6	)%
Newsstand	42.6			39.1			9	%
Affinity marketing	13.9			18.9			(26	)%
Licensing	20.0			24.8			(19	)%
Digital and other consumer driven	16.5			11.0			50	%
Total consumer related	243.5			254.5			(4	)%
Other
Project based	14.4			9.4			53	%
Other	4.0			9.5			(58	)%
Total other	18.4			18.9			(3	)%
Total revenues	532.9			560.6			(5	)%
Operating expenses	(504.8		)	(542.5		)	(7	)%
Operating profit	$	28.1		$	18.1		55	%
Operating profit margin	5.3		%	3.2		%

Revenues

National media advertising related revenue includes all advertising in Meredith owned publications and on Meredith owned websites as well as revenue we generate selling advertising space on third-party platforms. Advertising related revenue decreased 6 percent in the first quarter of fiscal 2020. The decrease in print advertising was primarily due to declines in combined print advertising revenues in our Better Homes & Gardens, Family Circle, Shape, and Parents brands of $12.1 million. Also contributing to the decrease were portfolio changes, including closing the Money and Martha Stewart Weddings magazines, changing the frequency of Entertainment Weekly to a monthly title, transitioning Coastal Living and Traditional Home to premium newsstand titles, and merging Cooking Light into Meredith’s popular EatingWell title, which resulted in declines in combined print advertising revenues of $8.9 million. Digital advertising increased primarily due to increased programmatic revenues. The increase in third party sales was primarily due to an increase in cover wrap sales.

Consumer related revenue includes all revenues either driven by or otherwise linked to consumer buying decisions. Consumer related revenues decreased 4 percent in the first quarter of fiscal 2020. The reduction in subscription revenues was primarily due to transitioning Coastal Living to a premium newsstand title and merging Cooking Light into EatingWell. The decline in affinity marketing revenues was primarily due to the loss of certain program partners.

Operating Expenses

In the first quarter of fiscal 2020, national media operating expenses decreased 7 percent primarily due to a reduction in employee related compensation costs, including incentive based expenses, of $18.2 million, lower combined production, distribution, paper, and editorial costs of $12.9 million, and a decrease in restructuring costs

of $6.4 million partially offset by a reduction in the gain on the sale of business assets of $5.9 million and the impairment of a long-lived asset of $5.2 million.

Operating Profit

National media operating profit increased 55 percent in the first quarter primarily due to previously executed restructuring activities and ongoing cost-savings initiatives reducing operating expenses.

LOCAL MEDIA

Local media operating results were as follows:



Three months ended September 30,	2019			2018			Change
(In millions)
Advertising related
Non-political spot	$	76.8		$	74.9		3	%
Political spot	2.6			36.1			(93	)%
Digital	4.2			3.9			8	%
Third party sales	25.5			24.0			6	%
Total advertising related	109.1			138.9			(21	)%
Consumer related	79.6			73.3			9	%
Other	4.1			2.2			86	%
Total revenues	192.8			214.4			(10	)%
Operating expenses	(154.4		)	(146.9		)	5	%
Operating profit	$	38.4		$	67.5		(43	)%
Operating profit margin	19.9		%	31.5		%

Revenues

Local media revenues decreased 10 percent in the first quarter of fiscal 2020. Advertising related revenues declined 21 percent. Political spot advertising revenues totaled $2.6 million in the first quarter of the current fiscal year compared with $36.1 million in the prior-year first quarter. Fluctuations in political spot advertising revenues at our stations and throughout the broadcasting industry generally follow the biennial cycle of election campaigns. Non-political spot advertising revenues increased 3 percent in the first quarter of fiscal 2020. Local non-political spot advertising revenues increased 3 percent in the first quarter of fiscal 2020. National non-political spot advertising revenues increased 1 percent in the first quarter of fiscal 2020. Digital advertising revenues increased 8 percent in the first quarter. primarily due to increased programmatic ad and video sales. Third party sales, which represent revenue generated through selling advertising space on third-party platforms, increased 6 percent as increases in third party digital revenues were partially offset by decreases in third party print revenues.

Consumer related revenues represent retransmission consent fees from cable, satellite, and telecommunications operators. Consumer related revenues increased primarily due to renegotiated contracts.

Operating Expenses

Fiscal 2020 first quarter operating expenses increased 5 percent primarily due to the addition of higher programming fees paid to affiliated networks of $7.8 million.

Operating Profit

Local media operating profit decreased 43 percent in the first quarter of fiscal 2020 primarily due to lower political advertising revenues due to the cyclical nature of political advertising.

UNALLOCATED CORPORATE EXPENSES

Unallocated corporate expenses are general corporate overhead expenses not attributable to the operating groups. These expenses were as follows:



Unallocated Corporate Expenses	2019		2018		Change
(In millions)
Three months ended September 30,	$	23.6	$	31.4	(25	)%

Unallocated corporate expenses decreased 25 percent in first quarter of fiscal 2020 primarily due to decreases in employee compensation and severance and related benefit costs.

CONSOLIDATED

Consolidated Operating Expenses

Consolidated operating expenses were as follows:



Three months ended September 30,	2019		2018		Change
(In millions)
Production, distribution, and editorial	$	273.7	$	289.1	(5	)%
Selling, general, and administrative	330.8		350.3		(6	)%
Acquisition, disposition, and restructuring related activities	14.1		17.1		(18	)%
Depreciation and amortization	58.5		63.7		(8	)%
Impairment of long-lived assets	5.2		—		n/m
Operating expenses	$	682.3	$	720.2	(5	)%
n/m - Not meaningful

Fiscal 2020 first quarter production, distribution, and editorial costs decreased 5 percent primarily due to lower combined production, distribution, paper, and editorial costs of $12.9 million and a reduction in employee compensation costs of $4.3 million partially offset by an increase in programming fees paid to affiliated networks of $7.8 million.

Selling, general, and administrative expenses decreased 6 percent in the first quarter of fiscal 2020 primarily due to a reduction in employee compensation costs.

Fiscal 2020 first quarter acquisition, disposition, and restructuring related activities decreased 18 percent primarily due to a reduction in restructuring costs of $6.0 million and lower severance and benefit related costs of $4.5 million partially offset by a reduction in the gain on sale of business assets of $5.9 million.

Depreciation and amortization expense decreased 8 percent in the first quarter of fiscal 2020 primarily due to a reduction in depreciation expense in our national media group.

The impairment of long-lived assets charge recorded in the first quarter of fiscal 2020 related to a pre-tax, non-cash impairment of trademarks in the national media segment.

Income from Operations

First quarter fiscal 2020 income from operations was $42.9 million whereas first quarter fiscal 2019 income from operations was $54.2 million. The decline in income from operations was primarily due to a reduction in revenues

partially offset by lower operating expenses due to previously executed restructuring activities and ongoing cost-savings initiatives.

Non-operating Income, net

The first quarter of fiscal 2020 non-operating income, net related primarily to a credit for the release of a lease guarantee whereas the first quarter of fiscal 2019 non-operating income, net related primarily to our pension and other postretirement plans benefit credit and a gain on the sale of the Company's interest in Charleston Tennis LLC, which was sold in September 2018.

Interest Expense, net

Net interest expense decreased to $38.9 million in the fiscal 2020 first quarter compared with $41.6 million in the prior-year first quarter. Average long-term debt outstanding was $2.4 billion in the first quarter of fiscal 2020 compared with $3.1 billion in the prior-year first quarter. The Company's approximate weighted average interest rate was 6.5 percent in the first three months of fiscal 2020 as compared to 6.4 percent in the first three months of fiscal 2019. For the three months ended September 30, 2019 and 2018, $1.2 million and $6.4 million, respectively, of interest expense was allocated to discontinued operations and was included in the earnings (loss) from discontinued operations, net of income taxes line on the Condensed Consolidated Statements of Earnings.

Income Taxes

For the first quarter of fiscal 2020, Meredith recorded income tax expense of $0.5 million for an effective tax rate of 4.0 percent. In the prior year first quarter, the Company recorded income tax expense of $3.7 million for an effective tax rate of 18.6 percent.

Earnings from Continuing Operations and Loss per Common Share from Continuing Operations

For the first quarter of fiscal 2020, earnings from continuing operations totaled $12.1 million compared to earnings from continuing operations of $16.2 million for the prior-year period. The decrease in earnings from continuing operations was primarily due to lower income from operations partially offset by reductions in interest expense and income taxes. Due primarily to the effects of preferred stock participating dividends, the Company had losses from continuing operations of $0.17 per diluted common share for the first quarter of fiscal 2020 and of $0.07 per diluted common share for the first quarter of fiscal 2019.

Earnings (Loss) from Discontinued Operations, Net of Income Taxes

Earnings (loss) from discontinued operations represents the results of operations, net of income taxes, of the properties that were held-for-sale during the quarters ended September 30, 2019 and 2018. The revenue and expenses of Sports Illustrated; FanSided, a Sports Illustrated Brand being marketed separately from Sports Illustrated; and Viant, which were held-for-sale as of September 30, 2019, as well as the revenues and expenses of the TIME and Fortune brands, which were sold in the second quarter of fiscal 2019, were included in earnings (loss) from discontinued operations, net of income taxes on the Condensed Consolidated Statements of Earnings for the periods prior to their sales.

The revenues and expenses for each of these properties while owned, along with associated income taxes, have been removed from continuing operations and reclassified into a single line item on the Condensed Consolidated Statements of Earnings titled earnings (loss) from discontinued operations, net of income taxes, for the three months ended September 30, 2019 and 2018, as follows:



Three months ended September 30,	2019			2018
(In millions except per share data)
Revenues	$	85.5		$	123.7
Costs and expenses	(86.7		)	(116.3		)
Impairment of goodwill	(4.2		)	—
Interest expense	(1.2		)	(6.4		)
Earnings (loss) before income taxes	(6.6		)	1.0
Income tax benefit (expense)	0.6			(0.2		)
Earnings (loss) from discontinued operations, net of income taxes	$	(6.0	)	$	0.8
Earnings (loss) per share from discontinued operations
Basic	$	(0.13	)	$	0.01
Diluted	(0.13		)	0.01

Net Earnings and Loss per Common Share

For the quarter ended September 30, 2019, the Company had net earnings of $6.1 million compared to $17.0 million for the quarter ended September 30, 2018. The decrease in net earnings was primarily due to the reduction in earnings from continuing operations and the increased loss from discontinued operations. Due primarily to the effects of preferred stock participating dividends, the Company had losses attributable to common shareholders of $13.9 million ($0.30 per diluted common share) for the first quarter of fiscal 2020 and $2.6 million ($0.06 per diluted common share) for the first quarter of fiscal 2019. Average basic and diluted shares outstanding increased slightly in the period.

LIQUIDITY AND CAPITAL RESOURCES



Three months ended September 30,	2019			2018			Change
(In millions)
Net earnings	$	6.1		$	17.0		(64	)%
Cash flows used in operating activities	$	(13.5	)	$	(36.0	)	(63	)%
Net cash provided by (used in) investing activities	(30.1		)	4.1			n/m
Net cash provided by (used in) financing activities	16.4			(261.2		)	n/m
Effect of exchange rate changes	0.3			(1.7		)	n/m
Change in cash in assets held-for-sale	9.3			1.2			n/m
Net decrease in cash and cash equivalents	$	(17.6	)	$	(293.6	)	(94	)%
n/m - Not meaningful

OVERVIEW

Meredith's primary source of liquidity is cash generated by operating activities. Debt financing is typically used for significant acquisitions. We expect cash on hand, internally generated cash flow, and available credit from financing agreements will provide adequate funds for operating and recurring cash needs (e.g., working capital, capital expenditures, debt repayments, and cash dividends) into the foreseeable future. As of September 30, 2019, we had

$251.6 million of additional available borrowings under our revolving credit facility. While there are no guarantees that we will be able to replace our credit agreements when they expire, we expect to be able to do so.

SOURCES AND USES OF CASH

Cash and cash equivalents decreased $17.6 million in the first three months of fiscal 2020 compared to a decrease of $293.6 million in the first three months of fiscal 2019.

Operating Activities

The largest single component of operating cash inflows is cash received from advertising customers. Other sources of operating cash inflows include cash received from magazine circulation sales and other revenue generating transactions such as retransmission consent fees, affinity marketing, brand licensing, and product sales. Operating cash outflows include payments to vendors and employees and payments of interest and income taxes. Our most significant vendor payments are for production and delivery of publications and promotional mailings, broadcasting programming rights, employee benefit plans (including pension plans), and other services and supplies.

Cash used in operating activities totaled $13.5 million in the first three months of fiscal 2020 compared with cash used in operating activities of $36.0 million in the first three months of fiscal 2019. The decrease in cash used in operating activities was primarily due to a reduction in cash paid for interest, severance, and integration costs.

Investing Activities

Investing cash inflows generally include proceeds from the sale of assets or businesses. Investing cash outflows generally include payments for the acquisition of new businesses; investments; and additions to property, plant, and equipment.

Net cash used in investing activities was $30.1 million in the first three months of fiscal 2020, compared to cash provided by investing activities of $4.1 million in the prior-year period. The decrease in cash flow related to investing activities was a result of increased asset acquisitions and capital expenditures, and a decrease in proceeds from sales of assets and businesses.

Financing Activities

Financing cash inflows generally include borrowings under debt agreements and proceeds from the exercise of common stock options issued under share-based compensation plans. Financing cash outflows generally include repayment of long-term debt, payment of dividends, and repurchases of Company stock.

Net cash provided by financing activities was $16.4 million in the three months ended September 30, 2019, as compared to net cash used in financing activities of $261.2 million in the prior-year period. The change in cash flows from financing activities was primarily due to a net $60.0 million of debt issuances in fiscal 2020 compared to $200.0 million of net debt payments in fiscal 2019.

Long-term Debt

At September 30, 2019, long-term debt outstanding totaled $2.4 billion. The balance consisted of $1.1 billion under a variable-rate credit facility that includes a secured term loan (Term Loan B) and a revolving credit facility, and $1.3 billion in fixed rate 2026 Senior Notes.

The variable-rate credit facility includes the Term Loan B with an initial $1.8 billion of aggregate principal and a five-year senior secured revolving credit facility of $350.0 million, of which $175.0 million is available for the issuance of letters of credit and $35.0 million of swingline loans. On September 30, 2019, there were $95.0 million of borrowings outstanding under the revolving credit facility. There were $3.4 million of standby letters of credit issued under the revolving credit facility resulting in availability of $251.6 million at September 30, 2019. The Term Loan B matures in 2025 at which time the remaining principal and interest are due and payable. The interest rate under the Term Loan B is based on LIBOR plus a spread of 2.75 percent. When the Company's leverage ratio drops below 2.25 to 1, the spread will decrease to 2.50 percent.

The Term Loan B bore interest at a rate of 4.79 percent at September 30, 2019. The revolving credit facility has a commitment fee ranging from 0.375 percent to 0.500 percent of the unused commitment. All interest rates and commitment fees associated with this variable-rate revolving credit facility are derived from a leverage-based pricing grid. The 2026 Senior Notes with an initial $1.4 billion of aggregate principal mature in 2026 and have an interest rate of 6.875 percent per annum. The remaining outstanding principal is due at the final maturity date.

Our credit agreement includes a financial covenant that is applicable based on a certain utilization level of the revolving credit line. Failure to comply with this covenant could result in the debt becoming payable on demand. The covenant did not apply at September 30, 2019, as we did not reach the specified utilization level on the revolving credit line.

Contractual Obligations

As of September 30, 2019, there had been no material changes in our contractual obligations from those disclosed in our Form 10-K for the year ended June 30, 2019.

Share Repurchase Program

As part of our ongoing share repurchase program, we spent $1.8 million in the first three months of fiscal 2020 to repurchase 38,000 shares of common stock at then-current market prices. We spent $3.2 million to repurchase 63,000 shares in the first three months of fiscal 2019. Shares that are deemed to be delivered to us on tender of stock in payment for the exercise price of options do not reduce the repurchase authority granted by our Board of Directors. Of the 38,000 shares of common stock purchased during the first three months of the current fiscal year, 10,000 were deemed to be delivered to us on tender of stock in payment for the exercise price of options. As of September 30, 2019, $49.0 million remained available under the current authorization for future repurchases. See Part II, Item 2 (c), Issuer Repurchases of Equity Securities, of this Form 10-Q for detailed information on share repurchases during the quarter ended September 30, 2019.

Dividends

Dividends paid in the first three months of fiscal 2020 on common and class B stock totaled $27.2 million, or $0.575 per share, compared with dividend payments of $25.8 million, or $0.545 per share, in the first three months of fiscal 2019. We expect to continue paying dividends on our common and class B stock. Dividends paid in the first three months of fiscal 2020 on Series A preferred stock totaled $14.4 million, or $22.19 per share compared to $14.0 million or $21.49 per share in the first three months of fiscal 2019.

Capital Expenditures

Investment in property, plant, and equipment totaled $15.9 million in the first three months of fiscal 2020 compared with prior-year first three months' investment of $7.5 million. Current year and prior year investment spending primarily relate to assets acquired in the normal course of business. We have no other material commitments for capital expenditures. We expect funds for future capital expenditures to come from operating activities or, if necessary, borrowings under existing credit agreements.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements.

OTHER MATTERS

CRITICAL ACCOUNTING POLICIES

Meredith's critical accounting policies are summarized in our Form 10-K for the year ended June 30, 2019. As of September 30, 2019, the Company's critical accounting policies had not changed from June 30, 2019.

The Company has a significant amount of goodwill and indefinite-lived intangible assets that are reviewed at least annually for impairment. At September 30, 2019, goodwill and intangible assets totaled $3.8 billion with $2.9 billion in the national media segment and $0.9 billion in the local media segment. Management is required to evaluate goodwill and intangible assets with indefinite lives for impairment on an annual basis or when events occur or circumstances change that would indicate the carrying value exceeds the fair value. See Item 1A. Risk Factors and Note 5 to the consolidated financial statements in our Form 10-K for the year ended June 30, 2019, for additional information.

ACCOUNTING AND REPORTING DEVELOPMENTS

Accounting Standards Update 2016-02, Leases, became effective for the Company on July 1, 2019. The adoption of the update had a material impact on our consolidated financial position, but did not have a material impact on our results of operations, or cash flows.

There were no other new accounting pronouncements issued or effective during the fiscal year which have had or are expected to have a material impact on the consolidated financial statements during fiscal 2020. See Note 1 to the condensed consolidated financial statements for further detail on applicable accounting pronouncements that were adopted in the first quarter of fiscal 2020 or will be effective in future periods.

FORWARD LOOKING STATEMENTS

Except for the historical information contained herein, the matters discussed in this Form 10-Q are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those predicted by such forward-looking statements. These statements are based on management's current knowledge and estimates of factors affecting the Company's operations. Readers are cautioned not to place undue reliance on such forward-looking information. Factors that could adversely affect future results include, but are not limited to, downturns in national and/or local economies; a softening of the domestic advertising market; world, national, or local events that could disrupt broadcast television; increased consolidation among major advertisers or other events depressing the level of advertising spending; the unexpected loss or insolvency of one or more major clients or vendors; the integration of acquired businesses; changes in consumer reading, purchasing and/or television viewing patterns; increases in paper, postage, printing, syndicated programming, or other costs; changes in television network affiliation agreements; technological developments affecting products or methods of distribution; changes in government regulations affecting the Company's industries; increases in interest rates; the consequences of acquisitions and/or dispositions; risks associated with the Company's acquisition of Time, including the Company's ability to comply with the terms of the debt and equity financings entered into connection therewith. Additional risks and uncertainties are described in Meredith's Form 10-K for the year ended June 30, 2019, which include a more complete description of the risk factors that may affect our results. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.



Item 3.	Quantitative and Qualitative Disclosures about Market Risk

Meredith is exposed to certain market risks as a result of our use of financial instruments, in particular the potential market value loss arising from adverse changes in interest rates. The Company does not utilize financial instruments for trading purposes and does not hold any derivative financial instruments that could expose the Company to significant market risk. Readers are referred to Item 7A, Quantitative and Qualitative Disclosures about Market Risk, in the Company's Form 10-K for the year ended June 30, 2019, for a more complete discussion of these risks.

Interest Rates

We generally strive to manage our risk associated with interest rate movements through the use of a combination of variable and fixed rate debt. At September 30, 2019, Meredith had $1.3 billion outstanding in fixed rate long-term

debt. There were no earnings or liquidity risks associated with the Company's fixed rate debt. The fair value of the fixed rate debt varies with fluctuations in interest rates. A 100 basis points decrease in interest rates would have changed the fair value of the fixed-rate debt by $66.8 million at September 30, 2019.

At September 30, 2019, $1.1 billion of our debt was variable-rate debt. The Company is subject to earnings and liquidity risks for changes in the interest rate on this debt. A 10 percent increase in LIBOR would increase annual interest expense by $2.2 million.

Because the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced the desire to phase out the use of LIBOR by the end of 2021, future borrowings under our credit agreement could be subject to reference rates other than LIBOR.

Broadcast Rights Payable

There has been no material change in the market risk associated with broadcast rights payable since June 30, 2019.



Item 4.	Controls and Procedures

Meredith's Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, that the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) were not effective in ensuring that information required to be disclosed in the reports that Meredith files or submits under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the United States Securities and Exchange Commission's (SEC) rules and forms and (ii) accumulated and communicated to Meredith's management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

As previously disclosed in Item 9A of our Form 10-K for the year ended June 30, 2019, management identified the following deficiencies which were determined to be material weaknesses. The deficiencies related to ineffective risk assessment under the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, including the documentation of controls.


•	The Company did not properly design or maintain effective controls over the completeness, existence, and accuracy of digital advertising revenue, related accounts receivable, and selling expense.


•	The Company did not property design or maintain effective controls over the completeness, existence, accuracy, and valuation of international pension assets.

The Company and its Board of Directors are committed to maintaining a strong internal control environment. Management, with the oversight of the Audit Committee, have evaluated the material weaknesses described above and designed remediation plans to address the material weaknesses and enhance the Company’s internal control environment. The remediation plans currently being implemented include enhancing risk assessment procedures, improving control documentation, and designing new or modified controls. The Company has engaged external internal control specialists to assist with the remediation plan.

Other than as described above, there has been no significant change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect the Company’s internal control over financial reporting.



PART II	OTHER INFORMATION



Item 1A.	Risk Factors

There have been no material changes to the Company's risk factors as disclosed in Item 1A, Risk Factors, in the Company's Form 10-K for the year ended June 30, 2019.



Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds



(c)		Issuer Repurchases of Equity Securities

The following table sets forth information with respect to the Company's repurchases of common stock during the quarter ended September 30, 2019.



Period	(a) Total number of shares purchased ^{1, 2}	(b) Average price paid per share			(c) Total number of shares purchased as part of publicly announced programs	(d) Approximate dollar value of shares that may yet be purchased under programs
						(in millions)
July 1 to July 31, 2019	722		$	56.33	216		$	50.3
August 1 to August 31, 2019	28,393		48.53		26,615		49.0
September 1 to September 30, 2019	8,790		38.18		1,092		49.0
Total	37,905				27,923



₁		The number of shares purchased includes 216 shares in July 2019, 26,615 shares in August 2019, and 1,092 shares in September 2019 delivered or deemed to be delivered to us in satisfaction of tax withholding on option exercises and the vesting of restricted shares. These shares are included as part of our repurchase program and reduce the repurchase authority granted by our Board.
₂		The number of shares purchased includes 506 shares in July 2019, 1,778 in August 2019, and 7,698 shares in September 2019 deemed to be delivered to us on tender of stock in payment for the exercise price of options. These shares do not reduce the repurchase authority granted by our Board.

In May 2014, Meredith announced the Board of Directors had authorized the repurchase of up to $100.0 million in additional shares of the Company's common and class B stock through public and private transactions.

For more information on the Company's common and class B share repurchase program, see Part I, Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, under the heading "Share Repurchase Program."



Item 6.	Exhibits

	10.1	Retention Agreement dated October 1, 2019, by and between Meredith Corporation and Joseph H. Ceryanec.

	31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

	31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

	32 *	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

	101.SCH	Inline XBRL Taxonomy Extension Schema Document

	101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

	101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

	101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

	101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

	104	Cover Page Interactive Data File (formatted as Inline XBRL (included in Exhibits 101)
	* These certifications are being furnished solely to accompany this Quarterly Report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




	MEREDITH CORPORATION
	Registrant

	/s/ Joseph Ceryanec
	Joseph Ceryanec
	Chief Financial Officer
	(Principal Financial and Accounting Officer)



Date:	November 12, 2019



Joe Ceryanec _________________________________ Date: ____________________________	Meredith Corporation By:________________________________ Date: ______________________________



1.	I have reviewed this Quarterly Report on Form 10-Q of Meredith Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements and other financial information included in this report fairly present, in all material respects, the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



	/s/ Thomas H. Harty
	Thomas H. Harty, President, Chief Executive Officer, and Director (Principal Executive Officer)



	/s/ Joseph Ceryanec
	Joseph Ceryanec Chief Financial Officer (Principal Financial and Accounting Officer)



1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ Thomas H. Harty		/s/ Joseph Ceryanec
Thomas H. Harty		Joseph Ceryanec
President, Chief Executive Officer, and Director (Principal Executive Officer)		Chief Financial Officer (Principal Financial and Accounting Officer)

Dated:	November 12, 2019	Dated:	November 12, 2019