Acquisitions (Tables)

12 Months Ended

Jun. 30, 2018

Schedule of Purchase Price Consideration

The following table summarizes the aggregate purchase price consideration paid to acquire Time:



(In millions)
Consideration paid to Time shareholders	$	1,860.7
Repayment of Time’s outstanding debt, including prepayment penalty	1,327.9
Cash consideration issued to settle outstanding share-based equity awards	37.6
Total cash consideration	3,226.2
Share-based equity awards issued to settle outstanding share-based equity awards	33.8
Total consideration issued	3,260.0
Portion of cash settlement of outstanding share-based equity awards recognized as expense	(9.2		)
Portion of share-based equity awards issued to be recognized as an expense, primarily through fiscal 2021	(24.0		)
Total purchase price consideration	$	3,226.8

Schedule of Assets Acquired and Liabilities Assumed

The following table summarizes the fair value of total consideration transferred and the recognized amounts of identifiable assets acquired and liabilities assumed by segment during the year ended June 30, 2017:



(In millions)	National Media Acquisition		Local Media Acquisition			Total
Consideration
Cash	$	11.8	$	70.0		$	81.8
Payment in escrow	1.6		—			1.6
Contingent consideration arrangements	7.7		—			7.7
Fair value of total consideration transferred	$	21.1	$	70.0		$	91.1

Recognized amounts of identifiable assets acquired and liabilities assumed
Total identifiable assets acquired	$	8.6	$	81.6		$	90.2
Total liabilities assumed	—		(23.4		)	(23.4		)
Total identified net assets	8.6		58.2			66.8
Goodwill	12.5		11.8			24.3
	$	21.1	$	70.0		$	91.1

The following table summarizes the preliminary purchase price allocation of fair values of the assets acquired and liabilities assumed at the date of acquisition. The fair values of the assets acquired and liabilities assumed were based on management’s preliminary estimates of the fair values of Time’s net assets. The estimated fair values of net assets and resulting goodwill are subject to the Company finalizing its analysis of the fair value of Time’s assets and liabilities as of the acquisition date, and are subject to change pending the final valuation of these assets and liabilities. In addition, information unknown at the time of the Time acquisition could result in adjustments to the respective fair values and resulting goodwill. Differences between the preliminary and final estimated fair values could be material. As additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), the Company will refine its estimates of fair value and reallocate the purchase price.



(In millions)
Cash and cash equivalents	$	399.9
Accounts receivable	290.9
Inventory	22.8
Assets held-for-sale	1,006.1
Other current assets	60.0
Total current assets	1,779.7
Property, plant, and equipment	300.8
Other assets	98.0
Intangible assets	1,146.8
Total identifiable assets acquired	3,325.3
Accounts payable	140.0
Accrued liabilities	195.6
Current portion of unearned revenues	192.1
Liabilities associated with assets held-for-sale	315.7
Total current liabilities	843.4
Unearned revenues	41.7
Deferred income taxes	172.2
Other noncurrent liabilities	104.4
Total liabilities assumed	1,161.7
Total identified net assets	2,163.6
Goodwill	1,063.2
Net assets acquired	$	3,226.8

Schedule of Acquired Intangible Assets by Acquisition

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



(In millions)	National Media Acquisition		Local Media Acquisition		Total
Intangible assets subject to amortization
Retransmission agreements	$	—	$	6.7	$	6.7
Customer list	4.2		—		4.2
Other	4.4		0.7		5.1
Total	8.6		7.4		16.0
Intangible assets not subject to amortization
FCC licenses	—		50.4		50.4
Intangible assets	$	8.6	$	57.8	$	66.4

The following table provides details of the acquired intangible assets (based on the preliminary assessment of the fair value of assets acquired):



(In millions)
Intangible assets subject to amortization
Advertiser relationships	$	223.5
Publisher relationships	125.0
Partner relationships	95.0
Customer relationships	63.3
Total	506.8
Intangible assets not subject to amortization
Trademarks	640.0
Intangible assets, net	$	1,146.8

Schedule of Pro Forma Information

The following table presents the amounts of Time’s revenue and earnings included in Meredith’s Consolidated Statements of Earnings since the date of the acquisition for the years ended June 30, 2018 and 2017. Also presented are the unaudited pro-forma consolidated results of operations – revenues, net earnings (loss), and diluted net earnings (loss) per share of the combined entity for the years ended June 30, 2018 and 2017, as if the acquisition had occurred on July 1, 2016, the beginning of fiscal 2017:



Years ended June 30,	2018			2017
(In millions except per share data)
Actual Time total revenues	$	625.3		$	—
Actual Time net loss	(74.4		)	—

Pro-forma total revenue	3,115.5			3,669.9
Pro-forma net earnings (loss)	223.2			(28.6		)
Pro-forma diluted net earnings (loss) per share	3.16			(2.37		)