Meredith Corporation

             click here for HIGHLIGHTS

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2005

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

 

 

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  [_]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).          Yes  [X]     No  [_]

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 September 30, 2005

Common shares

39,725,906

Class B shares

9,583,498

Total common and class B shares

49,309,404

 


 

TABLE OF CONTENTS

   

Page

Part I - Financial Information

Item 1.

Financial Statements

 
   

Condensed Consolidated Balance Sheets as of September 30, 2005, and June 30, 2005

3

   

Condensed Consolidated Statements of Earnings for the Three Months Ended
September 30, 2005 and 2004


5

   

Condensed Consolidated Statement of Shareholders' Equity for the Three Months
Ended September 30, 2005


6

   

Condensed Consolidated Statements of Cash Flows for the Three Months Ended
September 30, 2005 and 2004 .


7

   

Notes to Condensed Consolidated Financial Statements

8

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

15

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

23

Item 4.

Controls and Procedures

23

     

Part II - Other Information

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

24

Item 6.

Exhibits

24

Signature

25

Index to Attached Exhibits

26

 


 

PART I

FINANCIAL INFORMATION

 

 

Item 1.

Financial Statements

 

 

Meredith Corporation and Subsidiaries
Condensed Consolidated Balance Sheets

Assets

 

(Unaudited)
September 30,
2005

 

June 30,
2005

(In thousands)

           

Current assets

           

Cash and cash equivalents

$

11,336

 

$

29,788

 
 

Accounts receivable, net

 

247,449

   

176,669

 

Inventories

 

59,696

   

41,562

 

Current portion of subscription acquisition costs

 

81,446

   

27,777

 

Current portion of broadcast rights

 

23,862

   

13,539

 

Other current assets

 

21,035

   

15,160

 

Total current assets

 

444,824

   

304,495

 

Property, plant and equipment

 

413,881

   

398,882

 

     Less accumulated depreciation

 

(213,650

)

 

(205,926

)

Net property, plant and equipment

 

200,231

   

192,956

 

Subscription acquisition costs

 

73,075

   

24,722

 

Broadcast rights

 

11,089

   

7,096

 

Other assets

 

68,155

   

58,589

 

Intangibles, net

 

816,560

   

707,068

 

Goodwill

 

428,366

   

196,382

 

Total assets

$

2,042,300

 

$

1,491,308

 

See accompanying Notes to Condensed Consolidated Financial Statements

 


 

Meredith Corporation and Subsidiaries
Condensed Consolidated Balance Sheets (continued)

Liabilities and Shareholders' Equity

 

(Unaudited)
September 30,
2005

 

June 30,
2005

(In thousands except per share data)

           

Current liabilities

           

Current portion of long-term debt

$

75,000

 

$

125,000

 

Current portion of broadcast rights payable

 

29,134

   

18,676

 

Accounts payable

 

59,606

   

48,462

 

Accrued expenses and other liabilities

 

124,966

   

119,526

 

Current portion of unearned subscription revenues

 

201,203

   

127,416

 

Total current liabilities

 

489,909

   

439,080

 

Long-term debt

 

530,000

   

125,000

 

Long-term broadcast rights payable

 

22,166

   

17,208

 

Unearned subscription revenues

 

172,445

   

112,358

 

Deferred income taxes

 

101,068

   

93,929

 

Other noncurrent liabilities

 

53,668

   

51,906

 

Total liabilities

 

1,369,256

   

839,481

 

Shareholders' equity

           

Series preferred stock, par value $1 per share

           
 

Authorized 5,000 shares; none issued

 

-

   

-

 

Common stock, par value $1 per share

           
 

Authorized 80,000 shares; issued and outstanding 39,726 shares (excluding 28,602 treasury shares) and 39,700 shares (excluding 28,439 treasury shares), respectively

 

39,726

   

39,700

 

Class B stock, par value $1 per share, convertible to common stock

           
 

Authorized 15,000 shares; issued and outstanding 9,583 shares and 9,596 shares, respectively

 

9,583

   

9,596

 

Additional paid-in capital

 

59,438

   

55,346

 

Retained earnings

 

569,639

   

550,115

 

Accumulated other comprehensive loss

 

(1,025

)

 

(1,025

)

Unearned compensation

 

(4,317

)

 

(1,905

)

Total shareholders' equity

 

673,044

   

651,827

 

Total liabilities and shareholders' equity

$

2,042,300

 

$

1,491,308

 

See accompanying Notes to Condensed Consolidated Financial Statements

 


 

Meredith Corporation and Subsidiaries
Condensed Consolidated Statements of Earnings (Unaudited)

 
       

Three Months Ended September 30,

 

2005

   

Restated
2004

 

(In thousands except per share data)

           

Revenues

           

Advertising

$

233,230

 

$

180,591

 

Circulation

 

94,883

   

58,226

 

All other

 

62,152

   

50,046

 

   Total revenues

 

390,265

   

288,863

 

Operating costs and expenses

           

Production, distribution and editorial

 

176,761

   

129,176

 

Selling, general and administrative

 

150,942

   

107,283

 

Depreciation and amortization

 

11,379

   

8,431

 

   Total operating costs and expenses

 

339,082

   

244,890

 

Income from operations

 

51,183

   

43,973

 

Interest income

 

177

   

217

 

Interest expense

 

(8,020

)

 

(5,172

)

   Earnings before income taxes

 

43,340

   

39,018

 

Income taxes

 

16,903

   

15,101

 

Net earnings

$

26,437

 

$

23,917

 
             

Basic earnings per share

$

0.54

 

$

0.48

 

Basic average shares outstanding

 

49,318

   

50,267

 
             

Diluted earnings per share

$

0.52

 

$

0.46

 

Diluted average shares outstanding

 

50,725

   

51,859

 
             

Dividends paid per share

$

0.140

 

$

0.120

 

See accompanying Notes to Condensed Consolidated Financial Statements

 


 

Meredith Corporation and Subsidiaries
Condensed Consolidated Statement of Shareholders' Equity (Unaudited)
 

   

(In thousands)

Common
Stock

Class B
Stock

Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Loss

Unearned
Compensa-
tion

Total

Balance at June 30, 2005

$ 39,700 

$ 9,596 

$ 55,346 

$ 550,115 

$ (1,025)    

$ (1,905)  

$ 651,827 

Net earnings Net earnings

-  

-  

-  

26,437 

-      

-    

26,437 

Other comprehensive income, net of tax

-  

-  

-  

-  

-      

-    

-  

Total comprehensive income

           

26,437 

               

Stock issued under various incentive

             
 

plans, net of forfeitures

215 

-  

6,201 

-  

-      

(343)  

6,073 

Issuance of restricted stock units

-  

-  

-  

-  

-      

(2,517)  

(2,517)

Purchases of Company stock

(202)

-  

(9,750)

-  

-      

-    

(9,952)

Share-based compensation

-  

-  

4,688 

-  

-      

448   

5,136 

Conversion of class B to common stock

13 

(13)

-  

-  

-      

-    

-  

               

Dividends paid, 14 cents per share

             
 

Common stock

-  

-  

-  

(5,564)

-      

-    

(5,564)

 

Class B stock

-  

-  

-  

(1,349)

-      

-    

(1,349)

               

Tax benefit from incentive plans

-  

-  

2,953 

-  

-      

-    

2,953 

Balance at September 30, 2005

$ 39,726 

$ 9,583 

$ 59,438 

$ 569,639 

$ (1,025)    

$ (4,317)  

$ 673,044 

         

See accompanying Notes to Condensed Consolidated Financial Statements

     

 


 

Meredith Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended September 30,

 


2005

   

Restated
2004

 

(In thousands)

           

Cash flow from operating activities

           

Net earnings

$

26,437

 

$

23,917

 

Adjustments to reconcile net earnings to net cash

           

provided by operating activities

           
 

Depreciation

 

7,881

   

7,045

 
 

Amortization

 

3,498

   

1,386

 
 

Share-based compensation

 

5,136

   

3,072

 
 

Deferred income taxes

 

8,238

   

6,661

 
 

Amortization of broadcast rights

 

8,584

   

7,913

 
 

Payments for broadcast rights

 

(8,347

)

 

(8,451

)

 

Excess tax benefits from share-based payments

 

(2,953

)

 

(706

)

 

Changes in assets and liabilities, net of acquisitions

           
 

     Accounts receivable

 

(25,992

)

 

(3,172

)

 

     Inventories

 

(6,561

)

 

(5,154

)

 

     Other current assets

 

(5,468

)

 

(2,954

)

 

     Subscription acquisition costs

 

1,108

   

6,157

 
 

     Other assets

 

(9,066

)

 

(727

)

 

     Accounts payable

 

7,829

   

3,897

 
 

     Accrued expenses and other liabilities

 

5,247

   

1,025

 
 

     Unearned subscription revenues

 

(3,914

)

 

(5,453

)

 

     Other noncurrent liabilities

 

(4,568

)

 

5,985

 

Net cash provided by operating activities

 

7,089

   

40,441

 

Cash flows from investing activities

           
 

Acquisitions of businesses

 

(359,221

)

 

(8,158

)

 

Additions to property, plant and equipment

 

(10,586)

   

(4,190

)

 

Other

 

-

   

(250

)

Net cash used in investing activities

 

(369,807

)

 

(12,598

)

Cash flows from financing activities

           
 

Proceeds from issuance of long-term debt

 

440,000

   

-

 
 

Repayment of long-term debt

 

(85,000

)

 

-

 
 

Excess tax benefits from share-based payments

 

2,953

   

706

 
 

Proceeds from common stock issued

 

3,673

   

3,587

 
 

Purchases of Company stock

 

(9,952

)

 

(31,090

)

 

Dividends paid

 

(6,913

)

 

(6,014

)

 

Other financing activities

 

(495

)

 

-

 

Net cash provided by (used in) financing activities

 

344,266

   

(32,811

)

             

Net decrease in cash and cash equivalents

 

(18,452

)

 

(4,968

)

Cash and cash equivalents at beginning of period

 

29,788

   

58,723

 

Cash and cash equivalents at end of period

$

11,336

 

$

53,755

 

See accompanying Notes to Condensed Consolidated Financial Statements

 


 

 

MEREDITH CORPORATION AND SUBSIDIARIES

 
 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

 

1.  Basis of Presentation

The condensed consolidated financial statements include the accounts of Meredith Corporation and its wholly owned subsidiaries (Meredith or the Company), after eliminating all significant intercompany balances and transactions. Meredith does not have any off-balance sheet arrangements. The Company's use of special-purpose entities is limited to Meredith Funding Corporation, whose activities are fully consolidated in Meredith's condensed consolidated financial statements.

The condensed consolidated financial statements as of September 30, 2005, and for the three months ended September 30, 2005 and 2004, are unaudited but, in management's opinion, include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of interim periods. Certain prior-year amounts have been reclassified to conform with current-year presentation. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year.

The interim period consolidated financial statements, including the related notes, are condensed and presented in accordance with accounting principles generally accepted in the United States of America (GAAP). These interim period 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 for the year ended June 30, 2005, filed with the United States Securities and Exchange Commission.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements. The Company bases its estimates on historical experience, management expectations for future performance and other assumptions, as appropriate. Key areas affected by estimates include: the assessment of the recoverability of long-lived assets, which is based on such factors as estimated future cash flows; the determination of the net realizable value of broadcast rights, which is based on estimated future revenues; provisions for returns of magazines and books sold, which are based on historical experience and current marketplace conditions; pension and postretirement benefit expenses, which are actuarially determined and include assumptions regarding discount rates, expected return on plan assets, and rates of increase in compensation and healthcare costs; and share-based compensation expense, which is based on numerous assumptions including future stock price volatility and employees' expected exercise and post-vesting employment termination behavior. The Company re-evaluates its estimates on an ongoing basis. Actual results may vary from those estimates.

As disclosed in Meredith's 2005 Annual Report on Form 10-K, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), Share-Based Payment (SFAS 123R) effective October 1, 2004. This Statement requires, with limited exceptions, public entities to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. SFAS 123R also requires entities to estimate the number of forfeitures expected to occur and record expense based upon the number of awards expected to vest. Previously, Meredith valued share-based payments by the intrinsic value method in its consolidated financial statements while providing pro forma disclosure of fair-value-based expense. SFAS 123R provides various transition methods. Meredith used the modified version of the retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under previous accounting standards. See Note 3 for details of the restatement of the first quarter fiscal 2005 unaudited financial statements.

 


 

MEREDITH CORPORATION AND SUBSIDIARIES

 
 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

 

2.  Acquisition

On July 1, 2005, Meredith acquired Parents (including its related special interest publications, Baby and Expecting), Family Circle, Fitness, Child and Ser Padres magazines from Gruner + Jahr Printing & Publishing Co. (Gruner + Jahr) for $350 million in cash. Meredith's results of operations include the new publications beginning July 1, 2005. The estimated cash purchase price, including transaction costs, is $353.5 million. The allocation of the purchase price to assets acquired and liabilities assumed is preliminary pending finalization of the purchase price and management's restructuring plan pertaining to the acquired business. Management's preliminary purchase price allocation resulted in goodwill of $232.0 million, identifiable intangible assets of $113.0 million, tangible assets of $4.7 million, net working capital of $47.6 million, and assumed liabilities of $43.8 million. The identifiable intangible assets include trade names of $76.3 million, subscriber relationships of $15.9 million, advertiser relationships of $18.4 million and other miscellaneous intangibles of $2.4 million. The tangible and intangible assets have been valued based on an independent third-party valuation. Goodwill and trade names will not be subject to amortization. Other intangible assets will be amortized over their estimated useful lives, which range from 3 to 7 years.

The transaction was financed through a new $300 million private placement of fixed-rate senior notes with a weighted average interest rate of 4.56 percent. The balance was financed under our existing credit facilities. The new private placement debt will mature in staggered terms over the next two to five years.

Pro forma results of Meredith's operations for the three-month period ended September 30, 2004, are based on unaudited carve-out financial statements prepared by Gruner + Jahr. Since Gruner + Jahr did not publicly report on a quarterly basis, there can be no assurances that these carve-out financial statements include all adjustments required to properly state results for the three-month period. On a pro forma basis as if the acquisition had occurred on July 1, 2004, Meredith would have had revenue of $371.7 million, net earnings of $26.2 million, basic earnings per share of $0.52, and diluted earnings per share of $0.51. This pro forma financial information should not be considered indicative of the actual results that would have been achieved had the acquisition been completed on the date indicated and does not purport to indicate results of operations as of any future date or any future period.

The acquisition helps implement Meredith's previously articulated corporate strategies of broadening its magazine portfolio, attracting younger women readers to Meredith magazines, and capturing the potential in the Hispanic market. As a result of the acquisition, Meredith has the largest female reach in the magazine industry. Including the new publications, Meredith now has a circulation of nearly 30 million, making Meredith the second largest consumer magazine publisher in the United States, according to data gathered from the Audit Bureau of Circulations and BPA Worldwide.

 

3.  Restatement of First Quarter Fiscal 2005 Unaudited Quarterly Financial Statements

As discussed more fully in Note 1, Meredith adopted SFAS 123R effective October 1, 2004, using the modified version of the retrospective application under which financial results for prior periods are adjusted. The adoption resulted in the restatement of the financial statements as of and for the quarter ended September 30, 2004, presented in this Quarterly Report on Form 10-Q. SFAS 123R also requires that the benefits associated with the tax deductions in excess of recognized compensation cost be reported as a financing cash flow, rather than as an

 


 

 

MEREDITH CORPORATION AND SUBSIDIARIES

 
 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

 

operating cash flow as previously required. This requirement resulted in a reduction in net operating cash flows and an increase in net financing cash flows.

The following is a summary of the adjustments to the interim condensed consolidated financial statements as a result of the adoption of SFAS 123R:

September 30,

2004

 

 

As previously reported

   

As restated

 

(In thousands)

           

Selected Balance Sheet Data

           

Liabilities and shareholders' equity

           

Accrued expenses and other liabilities

$

104,355

 

$

104,002

 

Total current liabilities

 

440,426

   

440,173

 

Deferred income taxes

 

102,407

   

80,678

 

Total liabilities

 

908,369

   

886,387

 

Additional paid-in capital

 

-

   

54,837

 

Retained earnings

 

534,557

   

483,798

 

Total shareholders' equity

 

582,192

   

604,174

 

  

Three Months Ended September 30,

2004

 

 

As previously reported

 

As restated

 

(In thousands, except per share data)

           

Selected Statement of Earnings Data

           

Selling, general and administrative expenses

$

104,498

 

$

107,283

 

Total operating costs and expenses

 

242,105

   

244,890

 

Income from operations

 

46,758

   

43,973

 

Earnings before income taxes

 

41,803

   

39,018

 

Income taxes

 

16,179

   

15,101

 

Net earnings

 

25,624

   

23,917

 
             

Basic earnings per share

 

0.51

   

0.48

 

Diluted earnings per share

 

0.50

   

0.46

 

Average number of diluted shares outstanding

 

51,658

   

51,859

 
             

Selected Statement of Cash Flows Data

           

Net earnings

 

25,624

   

23,917

 

Share-based compensation

 

 

   

3,072

 

Deferred income taxes

 

7,360

   

6,661

 

Excess tax benefits from share-based

           

   payments (cash flows from operating activities)

 

-  

   

(706

)

Accrued expenses and other liabilities

 

1,404

   

1,025

 

Other noncurrent liabilities

 

6,272

   

5,985

 

Net cash provided by operating activities

 

41,147

   

40,441

 

Excess tax benefits from share-based

           

   payments (cash flows from financing activities)

 

-  

   

706

 

Net cash used in financing activities

 

(33,517

)

 

(32,811

)

 


 

 

MEREDITH CORPORATION AND SUBSIDIARIES

 
 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

 

4.  Inventories

Major components of inventories are summarized below. Of total inventory values shown, approximately 23 percent are under the LIFO method at September 30, 2005, and 33 percent at June 30, 2005.

   

September 30,
2005

 

June 30,     
2005

 

(In thousands)

         

Raw materials

$

24,965

$

16,111

 

Work in process

 

26,574

 

21,094

 

Finished goods

 

16,577

 

11,775

 

68,116

48,980

Reserve for LIFO cost valuation

(8,420

)

(7,418

)

Inventories

$

59,696

$

41,562

 

 

5.  Intangible Assets and Goodwill

Intangible assets and goodwill consisted of the following:

   

September 30, 2005

   

June 30, 2005

 

(In thousands)

 

Gross
Amount

 

Accumulated
Amortization

 

Net
Amount

   

Gross
Amount

 

Accumulated
Amortization

 

Net
Amount

 

Intangible assets

                             

  subject to amortization

                               

Publishing Group

                               
 

Noncompete agreements

 

$

2,534

 

$

(1,812

)

$

722

   

$

2,534

 

$

(1,652

)

$

882

 
 

Advertiser relationships

 

18,400

   

(657

)

 

17,743

   

-

   

-

   

-

 
 

Customer lists

 

17,763

   

(3,188

)

 

14,575

   

1,863

   

(1,863

)

 

-

 
 

Other

 

2,390

   

(120

)

 

2,270

   

-

   

-

   

-

 

Broadcasting Group

                               
 

Network affiliation

                                   
 

   agreements

 

218,651

   

(79,676

)

 

138,975

   

218,651

   

(78,452

)

 

140,199

 
 

Customer lists

 

91

   

(46

)

 

45

   

91

   

(34

)

 

57

 

Total

 

$

259,829

 

$

(85,499

)

 

174,330

   

$

223,139

 

$

(82,001

)

 

141,138

 

Intangible assets not

                               

  subject to amortization

                               

Publishing Group

                               
 

Trademarks

         

124,431

               

48,131

 

Broadcasting Group

                               
 

FCC licenses

         

517,799

               

517,799

 

Total

         

642,230

               

565,930

 

Intangibles, net

       

$

816,560

             

$

707,068

 

Amortization expense for intangible assets was $3.5 million in the three months ended September 30, 2005. Annual amortization expense for intangible assets is expected to be as follows:  $14.0 million in fiscal 2006, $14.0 million in fiscal 2007, $13.9 million in fiscal 2008, $8.6 million in fiscal 2009 and $7.8 million in fiscal 2010.

 


 

 

MEREDITH CORPORATION AND SUBSIDIARIES

 
 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

 

The changes in the carrying amounts of goodwill during the first quarter of fiscal 2006 and 2005 are as follows:

Three Months Ended September 30,

2005

   

2004

 

(In thousands)

 

Publishing
Group

 

Broadcasting
Group

 

Total

   

Publishing
Group

 

Broadcasting
Group

 

Total

 

                       

Balance at beginning of period

$110,325

 

$86,057

$196,382

   

$110,325

   

$80,978

 

$191,303

 

Acquisitions

231,984

 

-

231,984

   

-

   

1,178

 

1,178

 

Balance at end of period

$342,309

 

$86,057

$428,366

   

$110,325

   

$82,156

 

$192,481

 

 

6.  Long-term Debt

Long-term debt consists of the following:

 

September 30,
2005

 

June 30,
2005

(In thousands)

             

Variable-rate credit facilities

             

     Asset-backed commercial paper facility of $100 million due 4/9/2007

$

85,000

   

$

25,000

 

     Revolving credit facility of $150 million due 10/7/2010

 

45,000

     

-

 
               

Private placement notes

             

     6.57% senior notes, due 9/1/2005

 

-

     

50,000

 

     6.65% senior notes, due 3/1/2006

 

75,000

     

75,000

 

     6.39% senior notes, due 4/1/2007

 

50,000

     

50,000

 

     6.62% senior notes, due 4/1/2008

 

50,000

     

50,000

 

     4.42% senior notes, due 7/1/2007

 

50,000

     

-

 

     4.50% senior notes, due 7/1/2008

 

75,000

     

-

 

     4.57% senior notes, due 7/1/2009

 

100,000

     

-

 

     4.70% senior notes, due 7/1/2010

 

75,000

     

-

 

Total long-term debt

 

605,000

     

250,000

 

Current portion of long-term debt

 

(75,000

)

   

(125,000

)

Long-term debt

$

530,000

   

$

125,000

 

In connection with the asset-backed commercial paper facility, Meredith entered into a revolving agreement to sell all of its rights, title and interest in the majority of its accounts receivable related to advertising, book and miscellaneous revenues to Meredith Funding Corporation, a special purpose entity established to purchase accounts receivable from Meredith. At September 30, 2005, $187.8 million of accounts receivable, net of reserves, was outstanding under the agreement. Meredith Funding Corporation in turn sells receivable interests to an asset-backed commercial paper conduit administered by a major national bank. In consideration of the sale, Meredith receives cash and a subordinated note, bearing interest at the prime rate 6.75 percent at September 30, 2005, from Meredith Funding Corporation. The agreement is structured as a true sale under which the creditors of Meredith Funding Corporation will be entitled to be satisfied out of the assets of Meredith Funding Corporation prior to any value being returned to Meredith or its creditors. The accounts of Meredith Funding

 


 

 

MEREDITH CORPORATION AND SUBSIDIARIES

 
 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

 

Corporation are fully consolidated in Meredith's condensed consolidated financial statements. The asset-backed commercial paper facility renews annually until April 9, 2007, the facility termination date.

 

7.  Pension and Postretirement Benefit Plans

The following tables present the components of net periodic benefit cost:

Three Months Ended September 30,

 

2005

   

2004

 

(In thousands)

           

Pension benefits

           

Service cost

$

1,364

 

$

1,341

 

Interest cost

 

1,209

   

1,122

 

Expected return on plan assets

 

(1,649

)

 

(1,582

)

Prior service cost amortization

 

170

   

170

 

Actuarial loss amortization

 

118

   

34

 

Net periodic pension expense

$

1,212

 

$

1,085

 
             

Postretirement benefits

           

Service cost

$

109

 

$

213

 

Interest cost

 

246

   

322

 

Prior service cost amortization

 

(175

)

 

(72

)

Actuarial loss amortization

 

27

   

18

 

Net periodic postretirement expense

$

207

 

$

481

 

 

8.  Earnings per Share

The following table presents the calculations of earnings per share:

Three Months Ended September 30,

 

2005

   

Restated
2004

 

(In thousands except per share)

           

Net earnings

$

26,437

 

$

23,917

 
             

Basic average shares outstanding

 

49,318

   

50,267

 

Dilutive effect of stock options

 

1,407

   

1,592

 

Diluted average shares outstanding

 

50,725

   

51,859

 

Basic earnings per share

$

0.54

 

$

0.48

 

Diluted earnings per share

 

0.52

   

0.46

 

For the three months ended September 30, there were 1,188,000 antidilutive options excluded from the above calculations in 2005 (with a weighted average exercise price of $49.82) and there were no antidilutive options excluded from the above calculations in 2004.

In the three months ended September 30, 2005 and 2004, options were exercised to purchase 198,000 shares and 109,000 shares, respectively.

 


 

 

MEREDITH CORPORATION AND SUBSIDIARIES

 
 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

 

9.  Comprehensive Income

Comprehensive income is defined as the change in equity during a period from transactions and other events and circumstances from nonowner sources. Comprehensive income includes net earnings as well as items of other comprehensive income. Total comprehensive income for the three-month periods ended September 30, 2005 and 2004, was $26.4 million and $24.0 million, respectively.

 

10.  Segment Information

Meredith Corporation is a diversified media company primarily focused on the home and family marketplace. Based on products and services, the Company has established two reportable segments:  publishing and broadcasting. The publishing segment includes magazine and book publishing, integrated marketing, interactive media, database-related activities, brand licensing and other related operations. The broadcasting segment includes 14 network-affiliated television stations and one AM radio station. There are no material intersegment transactions. There have been no changes in the basis of segmentation since June 30, 2005.

There are two principal financial measures reported to the chief executive officer for use in assessing segment performance and allocating resources. Those measures are operating profit and earnings before interest, taxes, depreciation and amortization (EBITDA). Operating profit for segment reporting, disclosed below, is revenues less operating costs excluding interest income and expense and unallocated corporate expenses. Segment operating costs include allocations of certain centrally incurred costs such as employee benefits, occupancy, information systems, accounting services, internal legal staff and human resources administration expenses. These costs are allocated based on actual usage or other appropriate methods, primarily number of employees. Unallocated corporate expenses are corporate overhead expenses not attributable to the operating groups. In accordance with SFAS 131, Disclosures about Segments of an Enterprise and Related Information, EBITDA is not presented below.

Three Months Ended September 30,

 

2005

   

Restated
2004

 

(In thousands)

           

Revenues

           

Publishing

$

318,474

 

$

215,578

 

Broadcasting

 

71,791

   

73,285

 

Total revenues

$

390,265

 

$

288,863

 
             

Operating profit

           

Publishing

$

47,745

 

$

37,823

 

Broadcasting

 

12,751

   

14,253

 

Unallocated corporate

 

(9,313

)

 

(8,103

)

Income from operations

$

51,183

 

$

43,973

 
             

Depreciation and amortization

           

Publishing

$

4,708

 

$

2,345

 

Broadcasting

 

6,047

   

5,493

 

Unallocated corporate

624

593

Total depreciation and amortization

$

11,379

 

$

8,431

 

 


 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

EXECUTIVE OVERVIEW

Meredith Corporation (Meredith or the Company) is one of America's leading media and marketing companies. We are one of the leading magazine publishers serving women and a broadcaster with television stations in top markets such as Atlanta and Phoenix. Each month we reach more than 80 million American consumers through our magazines, books, custom publications, web sites and television stations.

Meredith operates in two business segments. Publishing consists of magazine and book publishing, integrated marketing, interactive media, database-related activities, brand licensing and other related operations. Broadcasting consists of 14 network-affiliated television stations and one radio station. Both segments operate primarily in the United States and compete against similar media and other types of media on both a local and national basis. Publishing accounted for 82 percent of the Company's revenues in the first quarter of fiscal 2006 while broadcasting revenues totaled 18 percent.

PUBLISHING
Advertising revenues made up 51 percent of fiscal 2006 first quarter publishing revenues. These revenues are generated from the sale of advertising space in the Company's magazines and on web sites to clients interested in promoting their brands, products and services to consumers. Circulation revenues accounted for 30 percent of fiscal 2006 first quarter publishing revenues. Circulation revenues result from the sale of magazines to consumers through subscriptions and by single copy sales on newsstands, primarily at major retailers and grocery/drug stores. The remaining 19 percent of publishing revenues came from a variety of activities that included the sale of books and integrated marketing services as well as brand licensing, product sales and other related activities. Publishing's major expense categories are production and delivery of publications and promotional mailings and employee compensation costs.

BROADCASTING
Broadcasting derives almost all of its revenues-98 percent in the first quarter of fiscal 2006-from the sale of advertising. The remainder comes from television rebroadcast rights fees, network compensation, television production services and other services. Political advertising revenues are cyclical in that they are significantly greater during biennial election campaigns (which take place in odd-numbered fiscal years) than at other times. Broadcasting's major expense categories are employee compensation and programming costs.

FIRST QUARTER FISCAL 2006 HIGHLIGHTS

 


 

USE OF NON-GAAP FINANCIAL MEASURES
Our analysis of broadcasting segment results includes references to earnings before interest, taxes, depreciation, and amortization (EBITDA). EBITDA and EBITDA margin are non-GAAP measures. We use EBITDA along with operating profit and other GAAP measures to evaluate the financial performance of our broadcasting segment. EBITDA is a common alternative measure of performance in the broadcasting industry and is used by investors and financial analysts, but its calculation may vary among companies. Broadcasting segment EBITDA is not used as a measure of liquidity, nor is it necessarily indicative of funds available for our discretionary use.

We believe the non-GAAP measures used in the Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contribute to an understanding of our financial performance. We believe the non-GAAP financial measures provide an additional analytic tool to understand our results from core operations and to reveal underlying trends. These measures should not, however, be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

 

RESULTS OF OPERATIONS

Quarter Ended September 30

 

2005  

Restated
2004  

 

Percent
Change

 

(In thousands)

             

Total revenues

$

390,265

$

288,863

 

35 %

 

Operating costs and expenses

 

339,082

 

244,890

 

38 %

 

Income from operations

$

51,183

$

43,973

 

16 %

 

Net earnings

$

26,437

$

23,917

 

11 %

 

Diluted earnings per share

$

0.52

$

0.46

 

13 %

 

The following sections provide an analysis of the results of operations for the publishing and broadcasting segments followed by an analysis of the consolidated results of operations for the quarter ended September 30, 2005, compared with the quarter ended September 30, 2004. This commentary should be read in conjunction with the interim condensed consolidated financial statements presented elsewhere in this report and with the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2005. Results for the quarter ended September 30, 2004, have been restated as described in Note 3 to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

 


 

PUBLISHING
Publishing operating results were as follows:

Quarter Ended September 30

 

2005  

Restated
2004  

 

Percent
Change

 

(In thousands)

             

Advertising revenues

$

162,992

$

108,749

 

50 %

 

Circulation revenues

 

94,883

 

58,226

 

63 %

 

Other revenues

 

60,599

 

48,603

 

25 %

 

Total revenues

 

318,474

 

215,578

 

48 %

 

Operating costs

 

270,729

 

177,755

 

52 %

 

Operating profit

$

47,745

$

37,823

 

26 %

 

Revenues
Comparable magazine advertising revenues, excluding revenues from the newly acquired G+J Consumer Titles, increased 4 percent in the quarter. The increase resulted from higher average net revenues per page as total advertising pages sold were flat from the prior-year quarter for the existing magazines in the aggregate. Among our core advertising categories, cosmetics, pharmaceutical, direct response and food showed strength while demand was weaker for the home and retail categories. Also, online advertising revenues increased 55 percent in the quarter due to increased market demand.

On a comparable basis, magazine circulation revenues increased 7 percent reflecting higher newsstand revenues. Subscription revenues were flat in the three-month period. The increase in newsstand revenues is primarily due to an increase in the number of Special Interest Publications published, partially offset by a decrease in the average sales per issue.

Other publishing revenues increased 23 percent on a comparable basis in the quarter ended September 30, 2005, reflecting strong new business growth in integrated marketing, our custom publishing operation, and increased revenues from book sales. New integrated marketing programs for PepsiCo, Procter & Gamble and Porsche contributed to the strong results as did revenues from the top selling limited edition "Pink Plaid" Better Homes and Gardens New Cook Book, which supports the Susan G. Komen Breast Cancer Foundation.

Operating Costs
Excluding G+J Consumer Titles operating costs, publishing operating costs increased 8 percent primarily reflecting higher paper and postage costs and higher employee compensation costs. Paper costs were up in the mid-teens on a percentage basis due to both an increase in paper consumption and higher paper prices. Postage expense increased 6 percent primarily due to increased volume of subscriptions mailed during the first quarter of fiscal 2006. Employee compensation costs were up as a result of increased benefit costs as well as higher performance-based incentive expense.

Operating Profit
Publishing operating profit increased 26 percent in the quarter (13 percent on a comparable basis). This performance was due to the addition of the new magazines; solid advertising results at most of Meredith's magazines; and strong profit growth in books, integrated marketing and interactive media.

 


 

BROADCASTING
Broadcasting operating results were as follows:

Quarter Ended September 30

 

2005  

Restated
2004  

 

Percent
Change

 

(In thousands)

             

Non-political advertising revenues

$

70,158

$

65,464

 

7 %

 

Political advertising revenues

 

80

 

6,378

 

(99)%

 

Other revenues

 

1,553

 

1,443

 

8 %

 

Total revenues

 

71,791

 

73,285

 

(2)%

 

Operating costs

 

59,040

 

59,032

 

-  %

 

Operating profit

$

12,751

$

14,253

 

(11)%

 

Revenues
Broadcasting revenues decreased 2 percent in the first quarter of fiscal 2006 compared with the prior-year first quarter primarily reflecting the absence of $6.4 million in net political advertising. Non-political advertising revenues increased 7 percent in the quarter reflecting growth in both national and local non-political advertising.

Operating Costs
Broadcasting costs were flat in the first quarter of fiscal 2006. Higher broadcasting program rights amortization was offset by lower administrative expense achieved through disciplined expense management.

Operating Profit
Broadcasting operating profit decreased 11 percent in the quarter compared to the prior-year first quarter as a result of the decrease in political advertising revenues.

Supplemental Disclosure of Broadcasting EBITDA
Meredith's broadcasting EBITDA is defined as broadcasting segment operating profit plus depreciation and amortization expense. EBITDA is not a GAAP financial measure and should not be considered in isolation or as a substitute for GAAP financial measures. See the discussion of management's rationale for the use of EBITDA in the preceding Executive Overview section. The following table provides reconciliations between broadcasting segment operating profit and EBITDA. The EBITDA margin is defined as segment EBITDA divided by segment revenues.

Quarter Ended September 30

 

2005  

Restated
2004  

 

(In thousands)

         

Revenues

$

71,791

$

73,285

 

Operating profit

$

12,751

$

14,253

 

Depreciation and amortization

 

6,047

 

5,493

 

EBITDA

$

18,798

$

19,746

 

EBITDA margin

 

26.2 %

 

26.9 %

 

 

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

Quarter Ended September 30

 

2005  

Restated
2004  

 

Percent
Change

 

(In thousands)

             

Unallocated corporate expenses

$

9,313

$

8,103

 

15 %

 

 


 

Unallocated corporate expenses increased 15 percent in the first quarter of fiscal 2006 due to incremental share-based compensation as compared to prior-year first quarter expense due to the immediate expensing of stock-based compensation awards for retirement eligible employees.

 

CONSOLIDATED

Consolidated Operating Costs and Expenses
Consolidated operating costs and expenses were as follows:

Quarter Ended September 30

 

2005  

Restated
2004  

 

Percent
Change

 

(In thousands)

             

Production, distribution and editorial

$

176,761

$

129,176

 

37 %

 

Selling, general and administrative

 

150,942

 

107,283

 

41 %

 

Depreciation and amortization

 

11,379

 

8,431

 

35 %

 

Total operating costs and expenses

$

339,082

$

244,890

 

38 %

 

On a comparable basis, fiscal 2006 first quarter production, distribution and editorial costs increased 9 percent from the prior-year first quarter. The largest factors in the increase were volume-related increases in paper, postage and production costs as well as higher paper prices. Also contributing to the increase was an increase in broadcasting program rights amortization expense.

First quarter selling, general and administrative expenses increased 3 percent from the prior-year first quarter when costs of the G+J Consumer Titles are excluded. Decreased broadcasting selling, general and administrative expenses due to disciplined expense management were more than offset by a modest increase in publishing expenses and an increase in stock-based compensation expense as discussed above.

Depreciation and amortization expenses increased 35 percent in the quarter. The G+J Consumer Titles accounted for 77 percent of the overall increase, existing operations represented 13 percent of the increase and the addition of KSMO-TV in November 2004 made up the remaining 10 percent. On a comparable basis, excluding depreciation and amortization related to G+J Consumer Titles and KSMO-TV, depreciation and amortization increased 5 percent as compared to the same period in the prior year reflecting the addition of replacements made in the ordinary course of business.

Income from Operations
Income from operations increased 16 percent in the first quarter of fiscal 2006 reflecting the addition of the new magazines and strong growth in the publishing segment's core business.

Net Interest Expense
Net interest expense was $7.8 million in the fiscal 2006 first quarter compared with expense of $5.0 million in the comparable prior-year quarter. Average long-term debt outstanding increased to $600 million in the current quarter from $300 million in the first quarter of fiscal 2005. The favorable average interest rate on the $300 million of debt incurred for the acquisition of the G+J Consumer Titles has lowered Meredith's weighted average interest rate.

Income Taxes
Our effective tax rate was 39.0 percent in the first quarter of fiscal 2006 as compared to 38.7 percent in the prior-year first quarter. The Company's effective tax rate was higher in the first quarter of fiscal 2006 primarily due to an increase in state income taxes as a result of an expanding tax base.

 


 

Earnings and Earnings per Share
Net earnings were $26.4 million (52 cents per diluted share) in the quarter ended September 30, 2005, up 11 percent from $23.9 million (46 cents per diluted share) in the comparable prior-year quarter. The improvement reflected the addition of the new magazines and higher segment operating profits in the existing publishing segment offset slightly by increased interest expense and the lack of political advertising revenues. Average basic and diluted shares outstanding decreased slightly in the quarter.

 

LIQUIDITY AND CAPITAL RESOURCES

Quarter Ended September 30

 

2005  

Restated
2004  

 

Percent
Change

 

(In thousands)

             

Net earnings

$

26,437 

$

23,917 

 

11 %

 

Cash flows from operations

$

7,089 

$

40,441

 

(82)%

 

Cash flows used in investing

 

(369,807)

 

(12,598)

 

NM

 

Cash flows provided by (used in) financing

 

344,266 

 

(32,811)

 

NM

 

Net decrease in cash and cash equivalents

$

(18,452)

$

(4,968)

 

271 %

 

NM = Not meaningful

             

OVERVIEW
Meredith's primary source of liquidity is cash generated by operating activities. Debt financing is typically used for acquisitions. We expect cash on hand, internally generated cash flow and available credit from third-party financing agreements will provide funds for operating and recurring cash needs (e.g., working capital, capital expenditures, debt repayments and cash dividends) into the foreseeable future. We have up to $120 million remaining available under current credit agreements. While there are no guarantees that we will be able to replace current credit agreements when they expire, we expect to be able to do so.

Meredith incurred additional debt of $350 million on July 1, 2005, to fund the acquisition of the G+J Consumer Titles. The debt consisted of $300 million in fixed rate unsecured notes and $50 million under the asset-backed commercial paper facility described below under Sources and Uses of Cash - Long-term debt. The notes will mature in staggered terms over the next two to five years. Interest rates range from 4.42 to 4.70 percent with a weighted-average interest rate of 4.56 percent. The debt covenants are slightly more favorable than those of our existing debt agreements.

SOURCES AND USES OF CASH
Cash and cash equivalents decreased $18.5 million in the first three months of fiscal 2006; they decreased $5.0 million in the comparable period of fiscal 2005. In the current quarter, cash, which was provided by borrowings, was used for the acquisition of the G+J Consumer Titles and the final payment related to KSMO-TV.

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 transactions such as book, integrated marketing and product sales. Operating cash outflows include payments to vendors and employees and interest, pension and income taxes payments. Our most significant vendor payments are for production and delivery of publications and promotional mailings, broadcasting programming rights, employee benefits and other services and supplies.

Cash provided by operating activities totaled $7.1 million in the first quarter of fiscal 2006 compared with $40.4 million in first quarter of fiscal 2005. Contributing to the decrease were increased cash spending for employee compensation costs, including pension payments, and income tax payments. This increased cash spending was partially offset by higher cash receipts from integrated marketing sales and an increase in cash received from newsstand sales.

 


 

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

Net cash used by investing activities increased to $369.8 million in the current quarter from $12.6 million in the prior-year first quarter. The increase reflected the use of cash for the acquisition of the new magazines and the license assets of KSMO-TV and increased spending for the purchase of property, plant and equipment in the current quarter.

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

Net cash provided by financing activities totaled $344.3 million in the quarter ended September 30, 2005, compared with $32.8 million used in the quarter ended September 30, 2004. The financing of the new magazines more than offset repayments of long-term debt and decreases in spending for purchases of Company stock.

Long-term debt
At September 30, 2005, long-term debt outstanding totaled $605 million. The debt consisted of $475 million in fixed-rate unsecured senior notes, $85 million under an asset-backed commercial paper facility and $45 million outstanding under the revolving credit facility. Of this debt, $75 million is due in the next 12 months. We expect to repay this debt with cash on hand and credit available under current credit agreements. The weighted average effective interest rate for the fixed-rate notes is 5.30 percent. The interest rate on the asset-backed commercial paper facility changes monthly and is based on a fixed spread over the average commercial paper cost to the lender. The interest rate was 3.97 percent in September 2005. The asset-backed commercial paper facility has a capacity of up to $100 million and renews annually until April 9, 2007, the facility termination date. The interest rate on the revolving credit facility is variable based on LIBOR and Meredith's debt to trailing 12 month EBITDA ratio. The weighted average effective interest rate for the revolving credit facility is 4.80 percent at September 30, 2005. This facility has capacity for up to $150 million outstanding with an option to request up to another $150 million. The revolving credit facility expires on October 7, 2010.

All of our debt agreements include financial covenants, and failure to comply with any such covenants could result in the debt becoming payable on demand. The Company was in compliance with all debt covenants at September 30, 2005, and expects to remain so in the future.

Contractual obligations
As of September 30, 2005, there had been no material changes in our contractual obligations from those disclosed in our Annual Report on Form 10-K for the year ended June 30, 2005.

Share repurchase program
As part of our ongoing share repurchase program, we spent $10.0 million in the first quarter of fiscal 2006 to repurchase an aggregate of 202,000 shares of Meredith Corporation common stock at then current market prices. We spent $31.1 million to repurchase 609,000 shares in the first quarter of fiscal 2005. We expect to continue repurchasing shares from time to time in the foreseeable future, subject to market conditions. As of September 30, 2005, approximately 1.9 million shares were authorized for future repurchase. The status of the repurchase program is reviewed at each quarterly Board of Directors meeting. See Part II, Item 2 (c), Issuer Repurchases of Equity Securities, of this Quarterly Report on Form 10-Q for detailed information on share repurchases during the quarter ended September 30, 2005.

 


 

Dividends
Dividends paid in the first quarter of fiscal 2006 totaled $6.9 million, or 14 cents per share, compared with dividend payments of $6.0 million, or 12 cents per share, in the first quarter of fiscal 2005.

Capital expenditures
Spending for property, plant and equipment totaled $10.6 million in the first three months of fiscal 2006 compared with prior-year first quarter spending of $4.2 million. Spending increased over the prior year primarily due to furniture and fixtures additions and leasehold improvements related to the acquisition of the G+J Consumer Titles and to purchases of broadcast equipment. We expect to spend between $18 and $22 million in fiscal 2006 and 2007 for a new facility for our television station in Hartford. 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 credit agreements.

 

OTHER MATTERS

 

CRITICAL ACCOUNTING POLICIES
Meredith's critical accounting policies are summarized in our Annual Report on Form 10-K for the year ended June 30, 2005. As of September 30, 2005, the Company's critical accounting policies had not changed from June 30, 2005.

 

OUTLOOK
The following statements reflect our current expectations for the second quarter and remainder of fiscal 2006.

For the second quarter of fiscal 2006, the Company believes the current First Call mean estimate of $0.56 per share is achievable. On a comparable basis, Publishing advertising revenues are expected to grow in the low-double digits. Total Publishing advertising revenues are expected to increase significantly primarily due to the addition of the new magazines. Broadcast pacings, which are a snapshot in time and change frequently, are currently down in the mid-single digits in the second quarter. Broadcast pacings reflect the absence of $12.2 million in net political advertising, which was booked in the second quarter of fiscal 2005.

For the fiscal year, Meredith believes the current First Call mean estimate of $2.83 is achievable. This would represent a 13 percent increase from the $2.50 the Company earned in fiscal 2005 (before the $0.02 cumulative benefit of a change in accounting principle related to option expensing).

We may update this guidance periodically during the fiscal year through our quarterly earnings releases or through management presentations to industry, investor and investment analyst groups. Copies of our quarterly earnings releases are available on our website (www.meredith.com) in the Investor Information section. Copies of the text of management presentations that may contain material non-public information are also posted on our website, typically for one week following the presentation. Copies of both earnings releases and such management presentations are also furnished to the Securities and Exchange Commission on Form 8-K and can be accessed through their website (www.sec.gov). The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

 


 

RISK FACTORS
Except for the historical information contained herein, the matters discussed in this quarterly report 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 our 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 of one or more major clients; the integration of the newly acquired businesses; changes in consumer reading, purchase and/or television viewing patterns; unanticipated increases in paper, postage, printing or syndicated programming costs; changes in television network affiliation agreements; technological developments affecting products or methods of distribution; changes in government regulations affecting the Company's industries; unexpected changes in interest rates; and any acquisitions and/or dispositions. Meredith's Annual Report on Form 10-K for the year ended June 30, 2005, includes a more complete description of the risk factors that may affect our results.

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Meredith is exposed to certain market risks as a result of its use of financial instruments, in particular the potential market value loss arising from adverse changes in interest rates. Readers are referred to Item 7A, Quantitative and Qualitative Disclosures about Market Risk of the Company's fiscal 2005 Annual Report on Form 10-K for a more complete discussion of these risks.

Long-term debt
At September 30, 2005, Meredith had outstanding $475 million in fixed-rate long-term debt. There are no earnings or liquidity risks associated with the Company's fixed-rate debt. The fair market value of the fixed-rate debt (based on discounted cash flows reflecting borrowing rates currently available for debt with similar terms and maturities) varies with fluctuations in interest rates. A 10 percent decrease in interest rates would have changed the fair market value of the fixed-rate debt to $481.5 million from $475.3 million at September 30, 2005.

Meredith also had $130 million in variable-rate long-term debt outstanding at September 30, 2005. The Company is subject to earnings and liquidity risks for changes in the interest rate on this debt. A 10 percent increase in interest rates would have no material effect on interest expense at September 30, 2005.

Broadcast rights payable
There has been no material change in the market risk associated with broadcast rights payable since June 30, 2005.

 

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 are effective to ensure that information required to be disclosed in the reports that Meredith files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. There have been no significant changes in the Company's internal controls that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting in the quarter ended September 30, 2005.

 


 

PART II

OTHER INFORMATION

 

 

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 and class B stock during the quarter ended September 30, 2005.

Period

(a)

Total number of
 shares
 purchased
1

(b)

Average price
paid
per share

(c)

Total number of shares purchased as part of publicly announced programs

(d)

Maximum number of shares that may yet be purchased under programs

July 1 to
July 31, 2005

19,089

 

$ 49.49

19,089

 

2,097,572

 

August 1 to
August 31, 2005

66,402

 

$ 49.11

66,402

 

2,031,170

 

September 1 to
September 30, 2005 

116,364

 

$ 49.44

116,364

 

1,914,806

 

Total

201,855

 

$ 49.30

201,855

 

1,914,806

 

1

Column (a), Total number of shares purchased includes the following purchase of Class B stock: 28 shares in July 2005; and the following shares withheld upon the exercise of stock options:  18,800 in July 2005, 22,402 in August 2005 and 28,264 in September 2005.

 

In February 2004, Meredith announced the Board of Directors had authorized the repurchase of up to 2 million additional shares of the Company's stock through public and private transactions. In September 2005, the repurchases under this authorization were completed.

In January 2005, Meredith announced the Board of Directors had authorized the repurchase of up to 2 million additional shares of the Company's stock through public and private transactions.

For more information on the Company's 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

 

 

   

4.1

First Amendment to the $100 million Note Purchase Agreement, dated April 1, 2002, among Meredith Corporation and named purchasers, was executed as of August 25, 2005.

       
   

4.2

Third Amendment to the Credit Agreement, dated April 5, 2002, among Meredith Corporation and certain banks specified therein, was executed as of October 7, 2005.

       
   

31  

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

     
   

32  

Certifications 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.

 


 

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/ Suku V. Radia

 
 

                                                                     

 
 

Suku V. Radia

 
 

Vice President - Chief Financial Officer

 
 

(Principal Financial and Accounting Officer)

 

 

Date:

October 28, 2005

 

 


 

INDEX TO ATTACHED EXHIBITS

 

Exhibit
Number

Item

     
 

4.1

First Amendment to the $100 million Note Purchase Agreement, dated April 1, 2002, among Meredith Corporation and named purchasers, was executed as of August 25, 2005.

     
 

4.2

Third Amendment to the Credit Agreement, dated April 5, 2002, among Meredith Corporation and certain banks specified therein, was executed as of October 7, 2005.

     
 

31

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

     
 

32

Certifications 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.

     

 



 

HIGHLIGHTS

 

Table of Contents

   
 

Financial Data:

   

Balance Sheets

   

Statement of Earnings

   

Statement of Cash Flows

   

Statement of Shareholders' Equity

   

Notes

 

Management's Discussion and Analysis

 

Quantitative and Qualitative Disclosures about Market Risk

 

Controls and Procedures

   
 

Index to Exhibits