| UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| FORM 10-Q/A |
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) |
| OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended December 31, 2018 | 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 | ||
Former name, former address, and former fiscal year, if changed since last report: Not applicable | ||
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 o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer o Non-accelerated filer o
Smaller reporting company o Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, par value $1 | MDP | New York Stock Exchange | ||
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 January 31, 2019 | ||
| Common shares | 39,978,973 | |
| Class B shares | 5,098,576 | |
| Total common and Class B shares | 45,077,549 | |
EXPLANATORY NOTE
Meredith Corporation (Meredith or the Company) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the period ended December 31, 2018 (Amended Form 10-Q), which was originally filed with the Securities and Exchange Commission (SEC) on February 11, 2019 (Original Form 10-Q), to amend our disclosure under Item 4-Controls and Procedures to disclose the revised conclusion of the Company's Chief Executive Officer and Chief Financial Officer regarding the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended December 31, 2018. Management revised its conclusion after the identification of a material weakness in the Company's internal control over financial reporting, which had not been remediated by the end of the quarter ended December 31, 2018.
This Amendment does not change the previously reported financial statements or, except as expressly described in the prior paragraph, any of the other disclosures contained in the Original Form 10-Q. This Amended Form 10-Q does not reflect any events that occurred at a date subsequent to the filing of the Original Form 10-Q or modify or update those disclosures therein in any way. Accordingly, this Amended Form 10-Q should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the Original Form 10-Q.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s Chief Executive Officer and Chief Financial Officer are being filed herewith as exhibits to this Amended Form 10-Q (Exhibit 31.1 and Exhibit 31.2). The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amended Form 10-Q.
| PART I | FINANCIAL INFORMATION | |
| Item 4. | Controls and Procedures |
Meredith Corporation's (Meredith or the Company) management, with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based upon that evaluation, in our Quarterly Report on Form 10-Q for the quarter ended December 31, 2018, that was filed on February 11, 2019, we disclosed the conclusions of our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed by us under the Exchange Act is recorded, processed, summarized, and reported within the required time periods and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Subsequent to that evaluation, management reevaluated its internal control over financial reporting as of December 31, 2018, and concluded that there was a material weakness in the Company’s internal control over financial reporting relating to purchase accounting for the opening balance sheet of Time Inc. (Time). More specifically, management identified ineffective process-level controls over the completeness, existence, accuracy, and valuation of certain acquired assets and assumed liabilities on the acquisition date of January 31, 2018, specifically, accounts receivable; property, plant, and equipment; other current assets; other assets; accounts payable; accrued liabilities; unearned revenues; and other noncurrent liabilities, and over the review of certain revenue contracts relating to amounts recorded in unearned revenue, due to an ineffective risk assessment process over the measurement and recognition of certain acquired assets and assumed liabilities of Time. These control deficiencies relating to the opening balance sheet of an acquired business create a reasonable possibility that a material misstatement in the opening balance sheet or subsequent consolidated financial statements would not have been prevented or detected on a timely basis. The Company is amending this Item 4 to reflect this conclusion.
While these control deficiencies resulted in immaterial differences that were identified after consolidated financial statements were issued, management believes that the material weakness did not result in any material misstatement of the consolidated financial statements previously issued by the Company.
As permitted by interpretive guidance for newly acquired businesses issued by the staff of the United States Securities and Exchange Commission, management has excluded the internal control over financial reporting of Time legacy systems from the evaluation of the Company’s effectiveness of its disclosure controls and procedures as of December 31, 2018. Financial information on Time's legacy systems represents 31 percent of the Company's total assets as of December 31, 2018, and 19 percent of revenues for the six months ended December 31, 2018.
Remediation Plan
The Company and its Board of Directors are committed to maintaining a strong internal control environment. Management, with the oversight of the Audit Committee, has evaluated the material weakness described above and designed a remediation plan to address the material weakness and enhance the Company’s internal control environment. The remediation plan is being implemented and includes a robust risk assessment process coupled with additional controls and procedures. The Company has engaged external internal control specialists to assist with the remediation plan. Management is committed to successfully implementing the remediation plan as promptly as possible.
Changes in Internal Control over Financial Reporting
Other than the material weakness described above, which arose during the quarter ended March 31, 2018, and changes in internal controls that have been made related to the integration of Time into the post-acquisition
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combined company, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2018, that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
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| PART II | OTHER INFORMATION | |
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| 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/ Joseph Ceryanec | ||
| Joseph Ceryanec | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| Date: | May 13, 2019 |
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