Issuer, Guarantor and Non-Guarantor Condensed Consolidating Financial Information

6 Months Ended

Dec. 31, 2019

Condensed Financial Information Disclosure [Abstract]

Issuer, Guarantor and Non-Guarantor Condensed Consolidating Financial Information

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 December 31, 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 December 31, 2019 and June 30, 2019, the condensed consolidating statements of comprehensive income (loss) for the three and six months ended December 31, 2019 and 2018, and condensed consolidating statements of cash flows for the six months ended December 31, 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 December 31, 2019

Assets	Meredith Corporation (Parent Issuer)		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
(In millions)
Current assets
Cash and cash equivalents	$	10.7	$	—	$	10.5	$	—		$	21.2
Accounts receivable, net	325.2		276.4		15.0		—			616.6
Inventories	41.0		8.5		—		—			49.5
Current portion of subscription acquisition costs	85.8		176.7		—		(7.0		)	255.5
Assets held-for-sale	—		51.8		—		—			51.8
Other current assets	53.6		11.2		3.0		—			67.8
Total current assets	516.3		524.6		28.5		(7.0		)	1,062.4
Net property, plant, and equipment	341.1		99.3		1.7		—			442.1
Operating lease assets	65.2		418.7		3.8		—			487.7
Subscription acquisition costs	151.2		91.2		—		—			242.4
Other assets	56.4		6.0		212.3		—			274.7
Intangible assets, net	634.1		1,108.6		11.4		—			1,754.1
Goodwill	614.8		1,077.6		277.4		—			1,969.8
Intercompany receivable	875.8		10,626.0		8,173.5		(19,675.3		)	—
Intercompany notes receivable	—		72.6		—		(72.6		)	—
Investment in subsidiaries	3,705.3		987.7		—		(4,693.0		)	—
Total assets	$	6,960.2	$	15,012.3	$	8,708.6	$	(24,447.9	)	$	6,233.2
Liabilities, Redeemable Convertible Preferred Stock, and Shareholders’ Equity
Current liabilities
Current portion of operating lease liabilities	$	8.2	$	26.0	$	0.7	$	—		$	34.9
Accounts payable	107.3		40.2		1.9		—			149.4
Accrued expenses and other liabilities	167.4		104.2		2.9		—			274.5
Current portion of unearned revenues	141.1		293.0		1.2		(7.0		)	428.3
Liabilities associated with assets held-for-sale	—		1.8		—		—			1.8
Total current liabilities	424.0		465.2		6.7		(7.0		)	888.9
Long-term debt	2,355.9		—		—		—			2,355.9
Operating lease liabilities	57.8		423.3		3.1		—			484.2
Unearned revenues	168.1		131.0		—		—			299.1
Deferred income taxes	229.5		264.6		26.0		—			520.1
Other noncurrent liabilities	96.7		83.5		25.3		—			205.5
Investment in subsidiaries	—		—		72.2		(72.2		)	—
Intercompany payable	2,141.8		9,374.6		8,149.9		(19,666.3		)	—
Intercompany notes payable	6.9		—		72.6		(79.5		)	—
Total liabilities	5,480.7		10,742.2		8,355.8		(19,825.0		)	4,753.7
Redeemable, convertible Series A preferred stock	549.2		—		—		—			549.2
Shareholders’ equity	930.3		4,270.1		352.8		(4,622.9		)	930.3
Total liabilities, redeemable convertible preferred stock, and shareholders’ equity	$	6,960.2	$	15,012.3	$	8,708.6	$	(24,447.9	)	$	6,233.2

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 December 31, 2019

	Meredith Corporation (Parent Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
(In millions)
Revenues
Advertising related	$	153.7		$	271.5		$	2.5		$	(0.4	)	$	427.3
Consumer related	128.0			205.7			17.3			(2.1		)	348.9
Other	14.6			20.7			(1.0		)	—			34.3
Total revenues	296.3			497.9			18.8			(2.5		)	810.5
Operating expenses
Production, distribution, and editorial	122.1			156.3			2.0			(0.3		)	280.1
Selling, general, and administrative	155.3			167.6			17.3			(1.8		)	338.4
Acquisition, disposition, and restructuring related activities	7.9			(8.4		)	—			—			(0.5		)
Depreciation and amortization	14.4			43.1			1.1			—			58.6
Total operating expenses	299.7			358.6			20.4			(2.1		)	676.6
Income (loss) from operations	(3.4		)	139.3			(1.6		)	(0.4		)	133.9
Non-operating income (expense), net	(8.4		)	0.1			1.1			—			(7.2		)
Interest income (expense), net	(37.1		)	2.8			(2.6		)	—			(36.9		)
Earnings (loss) from continuing operations before income taxes	(48.9		)	142.2			(3.1		)	(0.4		)	89.8
Income tax benefit (expense)	14.5			(43.9		)	1.6			0.1			(27.7		)
Earnings (loss) from continuing operations	(34.4		)	98.3			(1.5		)	(0.3		)	62.1
Gain (loss) from discontinued operations, net of income taxes	—			(25.5		)	1.2			—			(24.3		)
Earnings (loss) before equity earnings	(34.4		)	72.8			(0.3		)	(0.3		)	37.8
Earnings from equity in subsidiaries	72.2			(17.3		)	—			(54.9		)	—
Net earnings (loss)	$	37.8		$	55.5		$	(0.3	)	$	(55.2	)	$	37.8
Total comprehensive income	$	38.3		$	55.5		$	8.8		$	(55.2	)	$	47.4

Meredith Corporation and Subsidiaries

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the Three Months Ended December 31, 2018

	Meredith Corporation (Parent Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
(In millions)
Revenues
Advertising related	$	174.6		$	316.2		$	1.7		$	(0.2	)	$	492.3
Consumer related	128.6			230.2			12.1			(2.7		)	368.2
Other	12.6			43.8			4.4			(42.9		)	17.9
Total revenues	315.8			590.2			18.2			(45.8		)	878.4
Operating expenses
Production, distribution, and editorial	125.0			211.3			12.7			(43.1		)	305.9
Selling, general, and administrative	128.8			218.8			0.7			(2.3		)	346.0
Acquisition, disposition, and restructuring related activities	5.1			16.6			6.0			—			27.7
Depreciation and amortization	8.1			56.4			0.6			—			65.1
Total operating expenses	267.0			503.1			20.0			(45.4		)	744.7
Income (loss) from operations	48.8			87.1			(1.8		)	(0.4		)	133.7
Non-operating income, net	0.2			1.9			3.8			—			5.9
Interest income (expense), net	(50.9		)	3.3			(3.3		)	—			(50.9		)
Earnings (loss) from continuing operations before income taxes	(1.9		)	92.3			(1.3		)	(0.4		)	88.7
Income tax benefit (expense)	1.4			(3.2		)	0.4			0.8			(0.6		)
Earnings (loss) from continuing operations	(0.5		)	89.1			(0.9		)	0.4			88.1
Loss from discontinued operations, net of income taxes	—			(65.4		)	(4.1		)	—			(69.5		)
Earnings (loss) before equity earnings	(0.5		)	23.7			(5.0		)	0.4			18.6
Earnings from equity in subsidiaries	19.1			(2.1		)	(6.6		)	(10.4		)	—
Net earnings (loss)	$	18.6		$	21.6		$	(11.6	)	$	(10.0	)	$	18.6
Total comprehensive income (loss)	$	16.0		$	21.6		$	(14.6	)	$	(7.0	)	$	16.0

Meredith Corporation and Subsidiaries

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the Six Months Ended December 31, 2019

	Meredith Corporation (Parent Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
(In millions)
Revenues
Advertising related	$	275.4		$	527.7		$	4.4		$	(0.6	)	$	806.9
Consumer related	249.9			397.4			28.8			(4.1		)	672.0
Other	31.1			23.7			2.0			—			56.8
Total revenues	556.4			948.8			35.2			(4.7		)	1,535.7
Operating expenses
Production, distribution, and editorial	246.5			303.9			4.0			(0.6		)	553.8
Selling, general, and administrative	305.8			404.9			(37.4		)	(4.1		)	669.2
Acquisition, disposition, and restructuring related activities	17.3			(3.7		)	—			—			13.6
Depreciation and amortization	28.8			86.8			1.5			—			117.1
Impairment of goodwill and other long-lived assets	5.2			—			—			—			5.2
Total operating expenses	603.6			791.9			(31.9		)	(4.7		)	1,358.9
Income (loss) from operations	(47.2		)	156.9			67.1			—			176.8
Non-operating income (expense), net	(8.1		)	11.0			(1.5		)	—			1.4
Interest income (expense), net	(76.0		)	6.1			(5.9		)	—			(75.8		)
Earnings (loss) from continuing operations before income taxes	(131.3		)	174.0			59.7			—			102.4
Income tax benefit (expense)	39.0			(50.4		)	(16.8		)	—			(28.2		)
Earnings (loss) from continuing operations	(92.3		)	123.6			42.9			—			74.2
Gain (loss) from discontinued operations, net of income taxes	—			(30.6		)	0.3			—			(30.3		)
Earnings (loss) before equity earnings	(92.3		)	93.0			43.2			—			43.9
Earnings (loss) from equity in subsidiaries	136.2			(14.8		)	0.1			(121.5		)	—
Net earnings	$	43.9		$	78.2		$	43.3		$	(121.5	)	$	43.9
Total comprehensive income	$	44.9		$	78.2		$	47.5		$	(121.5	)	$	49.1

Meredith Corporation and Subsidiaries

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the Six Months Ended December 31, 2018

	Meredith Corporation (Parent Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
(In millions)
Revenues
Advertising related	$	335.0		$	580.1		$	3.5		$	(0.8	)	$	917.8
Consumer related	254.1			431.1			21.4			(10.6		)	696.0
Other	20.7			96.4			10.7			(88.8		)	39.0
Total revenues	609.8			1,107.6			35.6			(100.2		)	1,652.8
Operating expenses
Production, distribution, and editorial	246.3			420.6			17.7			(89.6		)	595.0
Selling, general, and administrative	265.5			429.9			8.5			(7.6		)	696.3
Acquisition, disposition, and restructuring related activities	(0.7		)	38.2			7.3			—			44.8
Depreciation and amortization	15.9			111.6			1.3			—			128.8
Total operating expenses	527.0			1,000.3			34.8			(97.2		)	1,464.9
Income from operations	82.8			107.3			0.8			(3.0		)	187.9
Non-operating income, net	4.5			1.0			7.7			—			13.2
Interest income (expense), net	(93.3		)	7.3			(6.5		)	—			(92.5		)
Earnings (loss) from continuing operations before income taxes	(6.0		)	115.6			2.0			(3.0		)	108.6
Income tax benefit (expense)	3.6			(9.3		)	0.6			0.8			(4.3		)
Earnings (loss) from continuing operations	(2.4		)	106.3			2.6			(2.2		)	104.3
Loss from discontinued operations, net of income taxes	—			(63.6		)	(5.1		)	—			(68.7		)
Earnings (loss) before equity earnings	(2.4		)	42.7			(2.5		)	(2.2		)	35.6
Earnings from equity in subsidiaries	38.0			(1.0		)	(13.4		)	(23.6		)	—
Net earnings (loss)	$	35.6		$	41.7		$	(15.9	)	$	(25.8	)	$	35.6
Total comprehensive income (loss)	$	31.1		$	41.7		$	(21.2	)	$	(20.5	)	$	31.1

Meredith Corporation and Subsidiaries

Condensed Consolidating Statement of Cash Flows

For the Six Months Ended December 31, 2019

	Meredith Corporation (Parent Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
(In millions)
Cash flows from operating activities	$	211.8		$	(173.6	)	$	36.0		$	(2.1	)	$	72.1
Cash flows from investing activities
Acquisition of and investments in businesses, net of cash acquired	(23.0		)	—			—			—			(23.0		)
Proceeds from disposition of assets, net of cash sold	—			33.2			0.6			—			33.8
Additions to property, plant, and equipment	(31.6		)	(2.4		)	(0.5		)	—			(34.5		)
Net cash provided by (used in) investing activities	(54.6		)	30.8			0.1			—			(23.7		)
Cash flows from financing activities
Proceeds from issuance of long-term debt	280.0			—			—			—			280.0
Repayments of long-term debt	(260.0		)	—			—			—			(260.0		)
Dividends paid	(83.2		)	—			—			—			(83.2		)
Purchases of Company stock	(4.2		)	—			—			—			(4.2		)
Proceeds from common stock issued	1.1			—			—			—			1.1
Financing lease payments	(0.7		)	—			—			—			(0.7		)
Net increase (decrease) in intercompany obligations	(109.8		)	139.6			(31.9		)	2.1			—
Net cash provided by (used in) financing activities	(176.8		)	139.6			(31.9		)	2.1			(67.0		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(0.1		)	—			(0.1		)
Change in cash in assets held-for-sale	—			—			(5.1		)	—			(5.1		)
Net decrease in cash and cash equivalents	(19.6		)	(3.2		)	(1.0		)	—			(23.8		)
Cash and cash equivalents at beginning of period	30.3			3.2			11.5			—			45.0
Cash and cash equivalents at end of period	$	10.7		$	—		$	10.5		$	—		$	21.2

Meredith Corporation and Subsidiaries

Condensed Consolidating Statement of Cash Flows

For the Six Months Ended December 31, 2018

	Meredith Corporation (Parent Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
(In millions)
Cash flows from operating activities	$	94.0		$	103.8		$	(138.4	)	$	—	$	59.4
Cash flows from investing activities
Acquisition of and investments in businesses, net of cash acquired	(1.7		)	—			—			—		(1.7		)
Proceeds from disposition of assets, net of cash sold	13.3			333.9			0.6			—		347.8
Additions to property, plant, and equipment	(13.4		)	(3.5		)	(0.1		)	—		(17.0		)
Net cash provided by (used in) investing activities	(1.8		)	330.4			0.5			—		329.1
Cash flows from financing activities
Repayments of long-term debt	(646.9		)	—			—			—		(646.9		)
Dividends paid	(80.1		)	—			—			—		(80.1		)
Purchases of Company stock	(5.0		)	—			—			—		(5.0		)
Proceeds from common stock issued	2.5			—			—			—		2.5
Payment of acquisition related contingent consideration	(19.3		)	—			—			—		(19.3		)
Net increase (decrease) in intercompany obligations	491.0			(610.4		)	119.4			—		—
Net cash provided by (used in) financing activities	(257.8		)	(610.4		)	119.4			—		(748.8		)
Effect of exchange rate changes on cash and cash equivalents	—			(0.6		)	—			—		(0.6		)
Change in cash in assets held for sale	—			0.4			—			—		0.4
Net decrease in cash and cash equivalents	(165.6		)	(176.4		)	(18.5		)	—		(360.5		)
Cash and cash equivalents at beginning of period	195.0			202.8			39.8			—		437.6
Cash and cash equivalents at end of period	$	29.4		$	26.4		$	21.3		$	—	$	77.1