Acquisitions | Acquisitions Fiscal 2015 During fiscal 2015, Meredith paid $257.0 million primarily for the acquisitions of the television station WGGB, the ABC affiliate in Springfield, Massachusetts; MyWedding LLC (Mywedding); the television station WALA, the FOX affiliate in Mobile, Alabama-Pensacola, Florida; Selectable Media, Inc. (Selectable Media); the Shape brand and related digital assets (collectively Shape); and the assets of Qponix, a shopper marketing platform technology. On October 31, 2014, Meredith acquired WGGB. The results of WGGB's operations have been included in the consolidated financial statements since that date. The fair value of the consideration, including the purchase of working capital, totaled $52.6 million , which consisted of $49.3 million of cash and a preliminary estimate of $3.3 million of contingent consideration. The contingent consideration arrangement requires the Company to pay contingent payments based on certain future regulatory actions. We 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 14. As of June 30, 2016 , the Company estimates the future payments will range from $1.0 million to $4.0 million . Effective November 1, 2014, Meredith completed its acquisition of Martha Stewart Living magazine and its related digital assets (collectively Martha Stewart Living Media Properties). In addition, Meredith entered into a 10 ‑year licensing arrangement with Martha Stewart Living Omnimedia (MSLO) for the licensing of the Martha Stewart Living trade name. The acquired business operations included sales and marketing, circulation, production, and other non-editorial functions. Meredith sourced editorial content from MSLO. During the second quarter of fiscal 2016, the provisional amount recorded to goodwill was increased $0.1 million . On December 22, 2015, Meredith entered into a new 10 ‑year licensing arrangement with Sequential Brands Group, Inc. This agreement replaced the October 2014 agreement with MSLO (which was acquired by Sequential Brands Group, Inc. in 2015). Under the new agreement, Meredith assumed the cross-platform editorial responsibilities for the Martha Stewart Living and Martha Stewart Weddings media brands and related digital assets. In conjunction with this new agreement, Meredith recognized $1.6 million of goodwill. The results of the Martha Stewart Living Media Properties have been included in the consolidated financial statements since the effective dates. There was no cash consideration exchanged in these transactions. On November 13, 2014, Meredith acquired 100 percent of the membership interests in Mywedding. Mywedding operates mywedding.com, one of the top wedding websites in the U.S., providing couples with a complete wedding planning product suite. The results of Mywedding have been included in the consolidated financial statements since that date. The acquisition-date fair value of the consideration was $42.7 million , which consisted of $20.1 million of cash and a preliminary estimate of $22.6 million of contingent consideration. The contingent consideration arrangement requires the Company to pay a contingent payment based on certain financial targets achieved during fiscal 2018 primarily based on earnings before interest, taxes, depreciation, and amortization (EBITDA), as defined in the acquisition agreement. The contingent consideration is not dependent on the continued employment of the sellers. We 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 14. As of June 30, 2016 , the Company estimates the future payments will range from $11.4 million to $40.0 million . On December 19, 2014, Meredith acquired WALA. The results of WALA's operations have been included in the consolidated financial statements since that date. The cash purchase price, including the purchase of working capital, was $90.4 million . On December 30, 2014, Meredith acquired 100 percent of the outstanding stock of Selectable Media, a leading native and engagement-based digital advertising company. The results of Selectable Media have been included in the consolidated financial statements since that date. The acquisition-date fair value of the consideration totaled $30.2 million , which consisted of $23.0 million of cash and a preliminary estimate of $7.2 million of contingent consideration. The contingent consideration arrangement requires the Company to pay contingent payments based on certain financial targets over three fiscal years primarily based on revenue, as defined in the acquisition agreement. The contingent consideration is not dependent on the continued employment of the sellers. We 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 14. As of June 30, 2016 , the Company estimates the future payments will be $8.0 million . During fiscal 2016 , the provisional amounts recorded to goodwill were decreased $2.9 million with a corresponding increase to deferred income taxes based on an updated valuation report and other fair value determinations. Effective February 1, 2015, Meredith completed its acquisition of Shape. Shape is the women's active lifestyle category leader with content focusing on exercise, beauty, nutrition, health, fashion, wellness, and other lifestyle topics to help women lead a healthier, active lifestyle. The results of Shape have been included in the consolidated financial statements since the effective date. The acquisition-date fair value of the consideration totaled $87.4 million , which consisted of $60.0 million of cash and a preliminary estimate of $27.4 million of contingent consideration. The contingent consideration arrangement requires the Company to pay a contingent payment based on the achievement of certain financial targets over three fiscal years primarily based on operating profit, as defined in the acquisition agreement. We 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 represent a Level 3 measurement as defined in Note 14. Although operating performance for the brand has been strong, revised projections in advertising revenue resulted in lower projected operating profit than anticipated at acquisition. Therefore, the Company recognized a non-cash credit to operations of $4.9 million in fiscal 2016, to reduce the estimated contingent consideration payable. This credit was recorded in the selling, general, and administrative expense line on the Consolidated Statements of Earnings. As of June 30, 2016 , the Company estimates the future payments will range from $18.9 million to $24.5 million . On June 19, 2015, Meredith completed the acquisition of Qponix, a leading shopper marketing data platform technology (hereafter referred to as Meredith Shopper Marketing). The results of the business from these assets have been included in the consolidated financial statements since the date of acquisition. The acquisition-date fair value of the consideration totaled $2.3 million , which consisted of $1.5 million of cash and $0.8 million of contingent consideration. During fiscal 2016, the Company paid $0.8 million in contingent consideration, which was the maximum amount of contingent consideration that could be earned under the asset purchase agreement. The following table summarizes the total estimated fair values of the assets acquired and liabilities assumed by segment during the year ended June 30, 2015: (In thousands) Local Media Acquisitions National Media Acquisitions Total Accounts receivable $ 5,162 $ 4,323 $ 9,485 Current portion of broadcast rights 1,582 — 1,582 Other current assets 133 1,036 1,169 Property, plant, and equipment 14,391 130 14,521 Other noncurrent assets 1,907 3,055 4,962 Intangible assets 107,476 70,350 177,826 Total identifiable assets acquired 130,651 78,894 209,545 Deferred subscription revenue — (51,428 ) (51,428 ) Current portion of broadcast rights (1,582 ) — (1,582 ) Other current liabilities (1,378 ) (6,808 ) (8,186 ) Long-term liabilities (5,242 ) (56,738 ) (61,980 ) Total liabilities assumed (8,202 ) (114,974 ) (123,176 ) Net identifiable assets acquired 122,449 (36,080 ) 86,369 Goodwill 17,320 140,701 158,021 Net assets acquired $ 139,769 $ 104,621 $ 244,390 The following table provides details of the acquired intangible assets by acquisition: (In thousands) WGGB Martha Stewart Mywedding WALA Selectable Media Shape Meredith Shopper Marketing Total Intangible assets subject to amortization National media Advertiser relationships $ — $ 3,200 $ 1,600 $ — $ 2,250 $ 6,700 $ — $ 13,750 Customer lists — 1,850 — — — 1,200 — 3,050 Other — — — — 2,450 700 1,200 4,350 Local media Retransmission agreements 761 — — 3,193 — — — 3,954 Other 70 — — 121 — — — 191 Total 831 5,050 1,600 3,314 4,700 8,600 1,200 25,295 Intangible assets not subject to amortization National media Trademarks — — 5,300 — — 37,900 — 43,200 Internet domain names — — — — — 6,000 — 6,000 Local media FCC licenses 33,116 — — 70,215 — — — 103,331 Total 33,116 — 5,300 70,215 — 43,900 — 152,531 Intangible assets $ 33,947 $ 5,050 $ 6,900 $ 73,529 $ 4,700 $ 52,500 $ 1,200 $ 177,826 The useful life of the advertiser relationships ranges from three to four years , the customer lists' useful lives are two years , and other national media intangible assets' useful lives are five to seven years . The useful lives of the retransmission agreements are six years and local media other intangible assets' useful lives are one to three years . For all acquisitions, goodwill is attributable primarily to expected synergies and the assembled workforces. Goodwill, with an assigned value of $136.4 million , is expected to be fully deductible for tax purposes. During fiscal 2015, acquisition related costs of $1.4 million were incurred. These costs are included in the selling, general, and administrative line in the Consolidated Statements of Earnings. Fiscal 2014 During fiscal 2014, Meredith paid $417.5 million primarily for the acquisitions of the television station KMOV, the CBS affiliate in St. Louis, Missouri and the television station KTVK, an independent station in Phoenix, Arizona. Effective February 28, 2014, Meredith acquired KMOV. The results of KMOV's operations have been included in the consolidated financial statements since that date. The final cash purchase price was $186.7 million , which included an additional cash working capital adjustment payment in fiscal 2015 of $0.9 million . Effective June 19, 2014, Meredith acquired KTVK and an interest in the assets of KASW, the CW affiliate in Phoenix, Arizona. The final cash purchase price was $223.4 million . The final cash purchase price was allocated as $167.4 million for KTVK and $56.0 million for the interest in KASW assets. As part of the FCC approval of the transaction, Meredith was required to sell its interest in the KASW assets. The sale of the Company's interest in the KASW assets was completed during fiscal 2015. The results of KTVK's operations have been included in the consolidated financial statements since the date of acquisition. Goodwill, with an assigned value of $51.5 million , is expected to be fully deductible for tax purposes and is attributable to expected synergies and the assembled workforces of KMOV and KTVK. During fiscal 2014, acquisition related costs of $5.5 million were expensed in the period in which they were incurred. These costs are included in the selling, general, and administrative line in the Consolidated Statements of Earnings. |