Acquisitions

12 Months Ended

Jun. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Acquisitions

3. Acquisitions

Fiscal 2020

During fiscal 2020, Meredith paid a net $23.1 million primarily for the acquisitions of magazines.com and Stop, Breathe & Think.

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 magazine subscriptions, for $15.9 million. The assets were transitioned onto Meredith's digital platforms and integrated into the national media segment's existing affinity marketing operations. The results of magazines.com have been included in the consolidated financial statements since its acquisition date.

On October 29, 2019, Meredith completed the acquisition of Stop, Breathe & Think, an emotional wellness platform intended to build the emotional strength of its users. The results of Stop, Breathe & Think have been included in the consolidated financial statements since the acquisition date. The purchase price was $13.3 million, which consisted of $9.2 million in cash and $4.1 million of contingent consideration. The contingent consideration requires the Company to make contingent payments based on the achievement of certain operational and revenue targets, as defined in the acquisition agreement, during fiscal 2020 through fiscal 2022. The contingent consideration is not dependent on the continued employment of the sellers. The Company estimated the fair value of the contingent consideration using a probability-weighted discounted cash flow model. The fair value is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in Note 12. To date, $1.0 million of contingent consideration has been paid related to this acquisition. As of June 30, 2021, the Company estimates the future payments will range from $1.0 million to $5.0 million.

The following table summarizes the fair value of total consideration transferred and the recognized amounts of identifiable assets acquired and liabilities assumed by the national media segment during the year ended June 30, 2020:

(In millions)
Consideration
Cash	$	24.2
Payment in escrow	0.9
Contingent consideration arrangement	4.1
Fair value of total consideration transferred	$	29.2
Recognized amounts of identifiable assets acquired and liabilities assumed
Total identifiable assets acquired	$	23.3
Total liabilities assumed	(0.8)
Total identified net assets	22.5
Goodwill	6.7
Fair value of total consideration transferred	$	29.2

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

(In millions)	magazines.com		Stop, Breathe & Think
Intangible assets subject to amortization
Publisher relationships	$	7.8	$	—
Customer lists	—		2.9
Other	—		4.3
Total	7.8		7.2
Intangible assets not subject to amortization
Trademark	7.6		—
Internet domain name	0.5		—
Total	8.1		—
Total intangible assets	$	15.9	$	7.2

The Company accounted for the acquisition of Stop, Breathe & Think as a business combination under the acquisition method of accounting. The above tables summarize the purchase price allocation of fair values of the assets acquired and liabilities assumed at the date of acquisition. In fiscal 2021, the Company recorded purchase price allocation adjustments related to the Stop, Breathe & Think acquisitions that reduced goodwill and deferred income tax liabilities by $0.1 million. The measurement period is now closed.

The useful life of publisher relationships was nine years, customer lists was three years, and other intangibles ranged from four to five years. The goodwill is attributable primarily to expected synergies and the assembled workforce. Goodwill, with a value of $6.6 million, is not deductible for tax purposes.

Fiscal 2019

On February 28, 2019, Meredith acquired 100 percent of the membership interests in Linfield Media, LLC (Linfield Media), a marketing business focused on online savings and deals, for $16.6 million in cash. The results of Linfield Media have been included in the consolidated financial statements, within the national media group segment, since that date.