Cover Page
Cover Page - shares | 9 Months Ended | |
Mar. 31, 2020 | Apr. 30, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Entity File Number | 1-5128 | |
Entity Registrant Name | MEREDITH CORPORATION | |
Entity Incorporation, State or Country Code | IA | |
Entity Tax Identification Number | 42-0410230 | |
Entity Address, Address Line One | 1716 Locust Street, | |
Entity Address, City or Town | Des Moines, | |
Entity Address, State or Province | IA | |
Entity Address, Postal Zip Code | 50309-3023 | |
City Area Code | (515) | |
Local Phone Number | 284-3000 | |
Title of 12(b) Security | Common Stock, par value $1 | |
Trading Symbol | MDP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Central Index Key | 0000065011 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --06-30 | |
Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 40,304,544 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,084,763 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2020 | Jun. 30, 2019 |
Current assets | ||
Cash and cash equivalents | $ 103.4 | $ 45 |
Accounts receivable, net | 509.9 | 609.1 |
Inventories | 40.7 | 62.7 |
Current portion of subscription acquisition costs | 226.8 | 242 |
Assets held-for-sale | 0 | 321 |
Other current assets | 69.9 | 70.3 |
Total current assets | 950.7 | 1,350.1 |
Property, plant, and equipment | 897.9 | |
Property, plant, and equipment | 887 | |
Less accumulated depreciation | (474.3) | |
Net property, plant, and equipment | 412.7 | |
Less accumulated depreciation | (447.6) | |
Net property, plant, and equipment | 450.3 | |
Operating lease assets | 415.1 | |
Subscription acquisition costs | 229.7 | 273.9 |
Other assets | 260.6 | 269.6 |
Intangible assets, net | 1,676.8 | 1,813.6 |
Goodwill | 1,719.1 | 1,979.4 |
Total assets | 5,664.7 | 6,136.9 |
Current liabilities | ||
Current portion of operating lease liabilities | 35.5 | |
Accounts payable | 131.9 | 242.6 |
Accrued expenses and other liabilities | 193.3 | 307.2 |
Current portion of unearned revenues | 412.6 | 458.9 |
Liabilities associated with assets held-for-sale | 0 | 252.1 |
Total current liabilities | 773.3 | 1,260.8 |
Long-term debt | 2,337.2 | 2,333.3 |
Operating lease liabilities | 476.8 | |
Unearned revenues | 269.6 | 318.6 |
Deferred income taxes | 461.6 | 506.2 |
Other noncurrent liabilities | 200.3 | 203.2 |
Total liabilities | 4,518.8 | 4,622.1 |
Redeemable, convertible Series A preferred stock, par value $1 per share, $1,000 per share liquidation preference | 553.8 | 540.2 |
Shareholders' equity | ||
Series preferred stock, par value $1 per share | 0 | 0 |
Additional paid-in capital | 225.2 | 216.7 |
Retained earnings | 371.6 | 759 |
Accumulated other comprehensive loss | (50.1) | (46.3) |
Total shareholders' equity | 592.1 | 974.6 |
Total liabilities, redeemable convertible preferred stock, and shareholders' equity | 5,664.7 | 6,136.9 |
Common Stock | ||
Shareholders' equity | ||
Common stock, par value $1 per share | 40.3 | 40.1 |
Class B Common Stock | ||
Shareholders' equity | ||
Common stock, par value $1 per share | $ 5.1 | $ 5.1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Jun. 30, 2019 |
Class of Stock [Line Items] | ||
Common stock, par value (in usd per share) | $ 1 | $ 1 |
Series A Preferred Stock | ||
Class of Stock [Line Items] | ||
Redeemable, convertible Series A preferred stock, par value (in usd per share) | 1 | 1 |
Redeemable, convertible Series A preferred stock, liquidation preference (in usd per share) | 1,000 | 1,000 |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, par value (in usd per share) | $ 1 | $ 1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Earnings (Loss) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues | ||||
Total revenues | $ 701.7 | $ 750.1 | $ 2,237.4 | $ 2,402.9 |
Operating expenses | ||||
Production, distribution, and editorial | 257.4 | 286.5 | 811.2 | 881.5 |
Selling, general, and administrative | 294.2 | 309.7 | 963.4 | 1,006 |
Acquisition, disposition, and restructuring related activities | 6.5 | 16.8 | 20.1 | 61.6 |
Depreciation and amortization | 53.5 | 61.5 | 170.6 | 190.3 |
Impairment of goodwill and other long-lived assets | 384.1 | 0 | 389.3 | 0 |
Total operating expenses | 995.7 | 674.5 | 2,354.6 | 2,139.4 |
Income (loss) from operations | (294) | 75.6 | (117.2) | 263.5 |
Non-operating income (expense), net | (2.4) | 4.1 | (1) | 17.3 |
Interest expense, net | (36.6) | (38.6) | (112.4) | (131.1) |
Earnings (loss) from continuing operations before income taxes | (333) | 41.1 | (230.6) | 149.7 |
Income tax benefit (expense) | 43.6 | (12.7) | 15.4 | (17) |
Earnings (loss) from continuing operations | (289.4) | 28.4 | (215.2) | 132.7 |
Gain (loss) from discontinued operations, net of income taxes | 5 | (4.7) | (25.3) | (73.4) |
Net earnings (loss) | (284.4) | 23.7 | (240.5) | 59.3 |
Earnings (loss) attributable to common shareholders | $ (304.1) | $ 4.7 | $ (300) | $ 1.1 |
Basic earnings (loss) per share attributable to common shareholders | ||||
Basic earnings per share for continuing operations (in usd per share) | $ (6.76) | $ 0.20 | $ (6.01) | $ 1.64 |
Basic earnings per share for discontinued operations (in usd per share) | 0.11 | (0.10) | (0.56) | (1.63) |
Basic earnings (loss) per common share (in usd per share) | $ (6.65) | $ 0.10 | $ (6.57) | $ 0.01 |
Basic average common shares outstanding (in shares) | 45.7 | 45.3 | 45.7 | 45.3 |
Diluted earnings (loss) per share attributable to common shareholders | ||||
Diluted earnings per share for continuing operations (in usd per share) | $ (6.76) | $ 0.20 | $ (6.01) | $ 1.63 |
Diluted earnings per share for discontinued operations (in usd per share) | 0.11 | (0.10) | (0.56) | (1.61) |
Diluted earnings (loss) per common share (in usd per share) | $ (6.65) | $ 0.10 | $ (6.57) | $ 0.02 |
Diluted average common shares outstanding (in shares) | 45.7 | 45.6 | 45.7 | 45.7 |
Advertising related | ||||
Revenues | ||||
Total revenues | $ 332.1 | $ 368 | $ 1,139 | $ 1,285.8 |
Consumer related | ||||
Revenues | ||||
Total revenues | 345.6 | 364.9 | 1,017.6 | 1,060.9 |
Other | ||||
Revenues | ||||
Total revenues | $ 24 | $ 17.2 | $ 80.8 | $ 56.2 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings (loss) | $ (284.4) | $ 23.7 | $ (240.5) | $ 59.3 |
Other comprehensive income (loss), net of income taxes | ||||
Pension and other postretirement benefit plans activity | 0.4 | 0.4 | 1.3 | 1.2 |
Unrealized foreign currency translation gain (loss), net | (9.4) | 3.4 | (5.1) | (1.9) |
Other comprehensive income (loss), net of income taxes | (9) | 3.8 | (3.8) | (0.7) |
Comprehensive income (loss) | $ (293.4) | $ 27.5 | $ (244.3) | $ 58.6 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions | Total | Common Stock | Class B Common Stock | Series A Preferred Stock | Common StockCommon Stock | Common StockClass B Common Stock | Additional Paid-in Capital | Retained Earnings | Retained EarningsCommon Stock | Retained EarningsClass B Common Stock | Retained EarningsSeries A Preferred Stock | Accumulated Other Comprehensive Loss |
Beginning balance at Jun. 30, 2018 | $ 1,097.5 | $ 39.8 | $ 5.1 | $ 199.5 | $ 889.8 | $ (36.7) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net earnings (loss) | 17 | 17 | ||||||||||
Other comprehensive income (loss), net of income taxes | (1.9) | (1.9) | ||||||||||
Shares issued under incentive plans, net of forfeitures | 1.1 | 0.2 | 0.9 | |||||||||
Purchases of Company stock | (3.2) | (0.1) | (3.1) | |||||||||
Share-based compensation | 10.2 | 10.2 | ||||||||||
Dividends paid | $ (23) | $ (2.8) | $ (14) | $ (23) | $ (2.8) | $ (14) | ||||||
Accretion of Series A preferred stock | (4.3) | (4.3) | ||||||||||
Ending balance at Sep. 30, 2018 | 1,079 | 39.9 | 5.1 | 207.5 | 865.1 | (38.6) | ||||||
Beginning balance at Jun. 30, 2018 | 1,097.5 | 39.8 | 5.1 | 199.5 | 889.8 | (36.7) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net earnings (loss) | 59.3 | |||||||||||
Other comprehensive income (loss), net of income taxes | (0.7) | |||||||||||
Ending balance at Mar. 31, 2019 | 1,038 | 40.1 | 5.1 | 212.6 | 817.6 | (37.4) | ||||||
Beginning balance at Sep. 30, 2018 | 1,079 | 39.9 | 5.1 | 207.5 | 865.1 | (38.6) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net earnings (loss) | 18.6 | 18.6 | ||||||||||
Other comprehensive income (loss), net of income taxes | (2.6) | (2.6) | ||||||||||
Shares issued under incentive plans, net of forfeitures | 1.4 | 0.1 | 1.3 | |||||||||
Purchases of Company stock | (1.8) | (1.8) | ||||||||||
Share-based compensation | 5.7 | 5.7 | ||||||||||
Dividends paid | (23.1) | (2.8) | (14.4) | (23.1) | (2.8) | (14.4) | ||||||
Accretion of Series A preferred stock | (4.3) | (4.3) | ||||||||||
Ending balance at Dec. 31, 2018 | 1,055.7 | 40 | 5.1 | 212.7 | 839.1 | (41.2) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net earnings (loss) | 23.7 | 23.7 | ||||||||||
Other comprehensive income (loss), net of income taxes | 3.8 | 3.8 | ||||||||||
Shares issued under incentive plans, net of forfeitures | 1.4 | 0.1 | 1.3 | |||||||||
Purchases of Company stock | (4.1) | (4.1) | ||||||||||
Share-based compensation | 2.7 | 2.7 | ||||||||||
Dividends paid | (24.3) | (2.9) | (13.6) | (24.3) | (2.9) | (13.6) | ||||||
Accretion of Series A preferred stock | (4.4) | (4.4) | ||||||||||
Ending balance at Mar. 31, 2019 | 1,038 | 40.1 | 5.1 | 212.6 | 817.6 | (37.4) | ||||||
Beginning balance at Jun. 30, 2019 | 974.6 | 40.1 | 5.1 | 216.7 | 759 | (46.3) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net earnings (loss) | 6.1 | 6.1 | ||||||||||
Other comprehensive income (loss), net of income taxes | (4.4) | (4.4) | ||||||||||
Shares issued under incentive plans, net of forfeitures | 0.5 | 0.1 | 0.4 | |||||||||
Purchases of Company stock | (1.8) | (0.1) | (1.7) | |||||||||
Share-based compensation | 7.5 | 7.5 | ||||||||||
Dividends paid | (24.3) | (2.9) | (14.4) | (24.3) | (2.9) | (14.4) | ||||||
Accretion of Series A preferred stock | (4.5) | (4.5) | ||||||||||
Ending balance at Sep. 30, 2019 | 928.6 | 40.1 | 5.1 | 222.9 | 711.2 | (50.7) | ||||||
Beginning balance at Jun. 30, 2019 | 974.6 | 40.1 | 5.1 | 216.7 | 759 | (46.3) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net earnings (loss) | (240.5) | |||||||||||
Other comprehensive income (loss), net of income taxes | (3.8) | |||||||||||
Ending balance at Mar. 31, 2020 | 592.1 | 40.3 | 5.1 | 225.2 | 371.6 | (50.1) | ||||||
Beginning balance at Sep. 30, 2019 | 928.6 | 40.1 | 5.1 | 222.9 | 711.2 | (50.7) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net earnings (loss) | 37.8 | 37.8 | ||||||||||
Other comprehensive income (loss), net of income taxes | 9.6 | 9.6 | ||||||||||
Shares issued under incentive plans, net of forfeitures | 0.6 | 0.1 | 0.5 | |||||||||
Purchases of Company stock | (2.4) | (2.4) | ||||||||||
Share-based compensation | 2.2 | 2.2 | ||||||||||
Dividends paid | (24.5) | (3) | (14.1) | (24.5) | (3) | (14.1) | ||||||
Accretion of Series A preferred stock | (4.5) | (4.5) | ||||||||||
Ending balance at Dec. 31, 2019 | 930.3 | 40.2 | 5.1 | 223.2 | 702.9 | (41.1) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net earnings (loss) | (284.4) | (284.4) | ||||||||||
Other comprehensive income (loss), net of income taxes | (9) | (9) | ||||||||||
Shares issued under incentive plans, net of forfeitures | 0.4 | 0.1 | 0.3 | |||||||||
Purchases of Company stock | (0.5) | (0.5) | ||||||||||
Share-based compensation | 2.2 | 2.2 | ||||||||||
Dividends paid | $ (25.3) | $ (3) | (14) | $ (25.3) | $ (3) | (14) | ||||||
Accretion of Series A preferred stock | $ (4.6) | $ (4.6) | ||||||||||
Ending balance at Mar. 31, 2020 | $ 592.1 | $ 40.3 | $ 5.1 | $ 225.2 | $ 371.6 | $ (50.1) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | ||||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2019 | |
Common stock, par value (in usd per share) | $ 1 | $ 1 | |||||
Common Stock | |||||||
Common stock, par value (in usd per share) | 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | |
Common stock, dividends, per share, cash paid (in usd per share) | 0.595 | 0.575 | 0.575 | 0.575 | 0.545 | 0.545 | |
Class B Common Stock | |||||||
Common stock, par value (in usd per share) | 1 | 1 | 1 | 1 | 1 | 1 | $ 1 |
Common stock, dividends, per share, cash paid (in usd per share) | 0.595 | 0.575 | 0.575 | 0.575 | 0.545 | 0.545 | |
Series A Preferred Stock | |||||||
Preferred stock, dividends, per share, cash paid (in usd per share) | $ 21.49 | $ 21.72 | $ 22.19 | $ 20.78 | $ 22.19 | $ 21.49 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities | ||
Net earnings (loss) | $ (240.5) | $ 59.3 |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities | ||
Depreciation | 59 | 74 |
Amortization | 111.6 | 116.3 |
Non-cash lease expense | 29.3 | 0 |
Share-based compensation | 11.9 | 18.6 |
Deferred income taxes | (52.7) | 75.4 |
Amortization of original issue discount and debt issuance costs | 5.1 | 6.1 |
Amortization of broadcast rights | 14.3 | 15.1 |
Gain on sale of assets, net | (18) | (9.8) |
Loss on extinguishment of debt | 0 | 15.9 |
Write-down of impaired assets | 405.3 | 0 |
Fair value adjustments to contingent consideration | 0.3 | (3.1) |
Changes in assets and liabilities, net of acquisitions | (142.6) | (215.3) |
Net cash provided by operating activities | 183 | 152.5 |
Cash flows from investing activities | ||
Acquisitions of and investments in businesses and assets, net of cash acquired | (23.1) | (18.3) |
Net proceeds from disposition of assets, net of cash sold | 79.2 | 348.9 |
Additions to property, plant, and equipment | (45.6) | (28.6) |
Net cash provided by investing activities | 10.5 | 302 |
Cash flows from financing activities | ||
Proceeds from issuance of long-term debt | 375 | 80 |
Repayments of long-term debt | (375) | (776.9) |
Dividends paid | (125.5) | (120.9) |
Purchases of Company stock | (4.7) | (9.1) |
Proceeds from common stock issued | 1.5 | 3.9 |
Payment of acquisition-related contingent consideration | 0 | (19.3) |
Financing lease payments | (0.8) | 0 |
Net cash used in financing activities | (129.5) | (842.3) |
Effect of exchange rate changes on cash and cash equivalents | (0.5) | (0.8) |
Change in cash in assets held-for-sale | (5.1) | 3.5 |
Net increase (decrease) in cash and cash equivalents | 58.4 | (385.1) |
Cash and cash equivalents at beginning of period | 45 | 437.6 |
Cash and cash equivalents at end of period | $ 103.4 | $ 52.5 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of Presentation —The condensed consolidated financial statements include the accounts of Meredith Corporation and its wholly-owned and majority-owned subsidiaries (Meredith or the Company), after eliminating all significant intercompany balances and transactions. Meredith does not have any off-balance sheet arrangements. The financial position and operating results of the Company's foreign operations are consolidated using primarily the local currency as the functional currency. Local currency assets and liabilities are translated at the rates of exchange as of the balance sheet date, and local currency revenues and expenses are translated at average rates of exchange during the period. Translation gains or losses on assets and liabilities are included as a component of accumulated other comprehensive loss. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (U.S. GAAP) for complete financial statements. These 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 (Form 10-K) for the year ended June 30, 2019 , filed with the SEC. The condensed consolidated financial statements as of March 31, 2020 , and for the three and nine months ended March 31, 2020 and 2019 , are unaudited but, in management's opinion, include all adjustments necessary for a fair presentation of the results of interim periods. All such adjustments are of a normal recurring nature. The year-end condensed consolidated balance sheet as of June 30, 2019 , was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year. Additionally, depending on the duration and severity of the novel coronavirus (COVID-19) pandemic, including but not limited to its effects on stock market volatility, supply chain disruptions, reduced travel, the closure of retail establishments, and the cancellation of major sporting and entertainment events, we are uncertain of the ultimate impact that the COVID-19 pandemic could have on our business. Reclassification —Certain prior year amounts have been reclassified to conform to the fiscal 2020 presentation. Adopted Accounting Pronouncements — ASU 2016-02—In February 2016, the Financial Accounting Standards Board (FASB) issued an accounting standards update that replaces existing lease accounting standards. The new standard requires lessees to recognize on the balance sheet a right-of-use asset, representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The guidance also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. Treatment of lease payments in the statement of earnings and statement of cash flows is relatively unchanged from previous guidance. This standard is required to be applied using a modified retrospective approach, which gives the option of applying the new guidance as of the effective date with enhanced disclosure requirements for comparative periods presented under prior lease guidance or applying the new standard at the beginning of the earliest comparative period presented. The FASB issued amendments to further clarify provisions of this guidance. The Company adopted the standard, including the amendments made since initial issuance, on July 1, 2019. As the effective date was the date of initial application, prior-period financial information was not updated and disclosures required under the new standard are not provided for dates and periods before July 1, 2019. The Company elected the practical expedient package permitted under transition guidance, which allows prior conclusions about lease identification and initial direct costs to not be reassessed and historical lease classification to be carried forward. The hindsight practical expedient was not elected. Accounting policy elections were made to exempt leases with an initial term of twelve months or less from balance sheet recognition and not separate lease and non-lease components for any asset classes in the current portfolio. The incremental borrowing rate as of July 1, 2019, was utilized for the initial measurement of operating lease liabilities upon adoption of the new leasing standard. Upon adoption, $509.9 million and $541.0 million were recorded for operating lease assets and liabilities, respectively, which includes the impact to previously recorded liabilities associated with deferred rent and exit or disposal costs, and impairments of certain operating lease assets related to conditions that existed prior to adoption, which resulted in a decrease of $7.8 million to retained earnings as of July 1, 2019. The standard did not materially affect the Company’s condensed consolidated results of operations or cash flows. Refer to Note 5 for further information and required disclosures related to this standard. ASU 2017-04—In January 2017, the FASB issued an accounting standards update that simplifies the subsequent measurement of goodwill by eliminating Step 2 of the goodwill impairment test. The Step 2 test required an entity to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, an entity will record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value determined in Step 1. This update also eliminated the qualitative assessment requirements for a reporting unit with zero or negative carrying value. The Company elected to prospectively early adopt this guidance in the first quarter of fiscal 2020 and has applied the guidance to the interim goodwill impairment tests performed in the third quarter of fiscal 2020. ASU 2020-03—In March 2020, the FASB issued new accounting rules to clarify guidance around several subtopics by adopting enhanced verbiage on the following subtopics: fair value option disclosures, fair value measurement, investments—debt and equities securities, debt modifications and extinguishments, credit losses, and sales of financial assets. This guidance is intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The subtopic amendments have different effective dates. Certain of the subtopics applied and were adopted by the Company in the third quarter of fiscal 2020. The adoption of these subtopics did not have a material impact on the Company’s results of operations or cash flows. Certain of the subtopic's become effective in the Company's first quarter of fiscal 2021. The Company is currently evaluating the impact of the adoption of these subtopics, but does not expect their adoption will have a material impact on its consolidated financial statements. SEC Rule 3-10—In March 2020, the SEC issued a final rule that amends the disclosure requirements related to certain registered securities under SEC Regulation S-X, Rule 3-10 (Rule 3-10) which currently requires the Company to separately present financial statements for subsidiary issuers and guarantors of registered debt securities unless certain exceptions are met. The most pertinent portions of the final rule that are currently applicable to the Company include: (i) replacing the previous requirement under Rule 3-10 to provide condensed consolidating financial information in the registrant’s financial statements with a requirement to provide alternative financial disclosures (which include summarized financial information of the parent and any issuers and guarantors, as well as other qualitative disclosures) in either the registrant’s Management’s Discussion & Analysis section or its financial statements; and, (ii) reducing the periods for which summarized financial information is required to the most recent annual period and year-to-date interim period. The final rule is effective for filings on or after January 4, 2021. However early application is permitted. The Company elected to early-adopt the provisions of the final rule during the three months ended March 31, 2020. The new rule reduced quantitative disclosures and accompanying qualitative disclosures as required by this final rule have been relocated from the Notes to the Condensed Consolidated Financial Statements to Item II, Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report on Form 10‑Q. Pending Accounting Pronouncements — Lease Modification Q&A—In April 2020, the FASB staff issued a question and answer document (the Lease Modification Q&A) focused on the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 pandemic. Under existing lease guidance, an entity would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the landlord, which would be accounted for under the lease modification framework, or if a lease concession was under the enforceable rights and obligations that existed in the original lease, which would be accounted for outside the lease modification framework. The Lease Modification Q&A provides entities with the option to elect to account for lease concessions as though the enforceable rights and obligations existed in the original lease. This election is only available when total cash flows resulting from the modified lease are substantially similar to the cash flows in the original lease. As of March 31, 2020, the Company had not modified any of its leases as a result of the COVID-19 pandemic and as a result, has not yet made a determination on whether to elect this option. Accordingly, the Lease Modification Q&A did not have an impact on the Company's condensed consolidated financial statements as of and for the three and nine months ended March 31, 2020. ASU 2020-04—In March 2020, the FASB issued an accounting standards update that provides optional expedients and exceptions for reference rate reform related activities that impact debt, leases, derivatives, and other contracts that reference the London Interbank Offered Rate (LIBOR) or another rate that is expected to be discontinued. The guidance is effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company does not expect this update will have a material impact on its consolidated financial statements and related disclosures. ASU 2019-12—In December 2019, the FASB issued an accounting standards update that simplifies the accounting for income taxes including recognizing a tax basis step-up in goodwill in a transaction that is not a business combination, eliminating certain exceptions for recognizing deferred tax for ownership changes in investments, and interim-period accounting for enacted changes in tax law. This update also clarifies and simplifies other aspects of the accounting for income taxes. Prospective adoption is required in the first quarter of fiscal 2022 with early adoption permitted, including adoption in an interim period. The Company is currently evaluating the impact this update will have on its consolidated financial statements and the timing of adoption. ASU 2016-13—In June 2016, the FASB issued an accounting standards update related to the measurement of credit losses on financial instruments, including trade and loan receivables. This new guidance requires impairments to be measured based on expected losses over the life of the asset rather than incurred losses. A modified retrospective implementation of this standard is effective in the Company’s first quarter of fiscal 2021. The Company is currently evaluating the impact this update will have on our consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | 2. Acquisitions 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 magazines 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. 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, for $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 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 11 . To date, no contingent consideration has been paid related to this acquisition. As of March 31, 2020 , the future payments could range from zero to $6.0 million . The following table summarizes the fair value of total consideration transferred and the recognized amounts of identifiable assets acquired and liabilities assumed by acquisition during the nine months ended March 31, 2020 : (In millions) National Media Acquisitions 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 preliminary purchase price allocation of fair values of the assets acquired and liabilities assumed at the date of acquisition. The fair values of the assets acquired and liabilities assumed were based on management’s preliminary estimates of the fair values of acquired net assets. The estimated fair values of net assets and resulting goodwill are subject to the Company finalizing its analysis of the fair value of acquired assets and liabilities as of the acquisition date, and are subject to change pending the final valuation of these assets and liabilities. The useful life of publisher relationships is nine years , customer lists is three years , and other intangibles range from four to five years . The goodwill is attributable primarily to expected synergies and the assembled workforce. Goodwill, with an assigned value of $6.7 million , is not deductible for tax purposes. On January 31, 2018, Meredith completed the acquisition of all the outstanding shares of Time Inc. (Time). In preparing its condensed consolidated financial statements for the three and nine months ended March 31, 2019, the Company identified errors in the accounting for certain magazine subscriptions in prior periods beginning at the acquisition of Time. The errors were due to the incorrect coding of certain magazine subscriptions by Time, which resulted in the subscriptions being recorded on a net basis instead of a gross basis in the Company's national media segment. As a result of these errors, in the quarter ended March 31, 2019, the Company recorded an out-of-period adjustment to correct the impact on the opening Time balance sheet of these coding errors. The effect of the adjustment was to reduce selling, general, and administrative expenses by $10.0 million , and increase goodwill by $7.4 million and income tax expense by $2.6 million as of and for the three and nine months ended March 31, 2019. In accordance with Staff Accounting Bulletin (SAB) No. 99, Materiality, the Company calculated the effect of these errors and determined that they were not material, individually or in the aggregate, to previously issued financial statements and, therefore, amendment of previously filed reports was not required. |
Inventories
Inventories | 9 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | 3. Inventories Major components of inventories are summarized below. (In millions) March 31, 2020 June 30, 2019 Raw materials $ 19.2 $ 42.7 Work in process 17.9 15.4 Finished goods 3.6 4.6 Inventories $ 40.7 $ 62.7 |
Assets Held-for-Sale, Discontin
Assets Held-for-Sale, Discontinued Operations, and Dispositions | 9 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held-for-Sale, Discontinued Operations, and Dispositions | 4. Assets Held-for-Sale, Discontinued Operations, and Dispositions Assets Held-for-Sale and Discontinued Operations The Company announced after the acquisition of Time that it was exploring the sale of certain brands. In accordance with accounting guidance, a business that, on acquisition or within a short period following the acquisition (usually within three months), meets the criteria to be classified as held-for-sale is considered a discontinued operation. As all of the required criteria for held-for-sale classification were met, the assets and liabilities related to Sports Illustrated; FanSided, a Sports Illustrated brand marketed separately from Sports Illustrated; and Viant operations were included as assets held-for-sale and liabilities associated with assets held-for-sale on the Condensed Consolidated Balance Sheets as of June 30, 2019. The second step of the two-step transaction to sell the Sports Illustrated brand and the sale of Viant, excluding the investment in Xumo, were completed in October 2019. FanSided was sold in January 2020 and the investment in Xumo was sold in February 2020. The revenues and expenses of these businesses, as well as the revenues and expenses of the TIME and Fortune brands, which were sold in the second quarter of fiscal 2019, were included in the gain (loss) from discontinued operations, net of income taxes line on the Condensed Consolidated Statements of Earnings (Loss) for the periods prior to their sales. All discontinued operations relate to the national media segment. No assets held-for-sale and liabilities associated with assets held-for-sale remained on the Condensed Consolidated Balance Sheets as of March 31, 2020 . The following table presents the major components which are included in assets held-for-sale and liabilities associated with assets held-for-sale. (in millions) June 30, Current assets Cash and cash equivalents $ 5.1 Accounts receivable, net 78.1 Inventories 0.1 Current portion of subscription acquisition costs 34.4 Other current assets 0.8 Total current assets 118.5 Net property, plant, and equipment 14.3 Subscription acquisition costs 19.2 Other assets 1.0 Intangible assets, net 43.9 Goodwill 124.1 Total assets held-for-sale $ 321.0 Current liabilities Accounts payable $ 45.2 Accrued expenses and other liabilities 27.8 Current portion of unearned revenues 67.9 Deferred sale proceeds 73.2 Total current liabilities 214.1 Unearned revenues 37.6 Other noncurrent liabilities 0.4 Total liabilities associated with assets held-for-sale $ 252.1 Amounts applicable to discontinued operations on the Condensed Consolidated Statements of Earnings (Loss) are as follows: Three Months Nine Months Periods ended March 31, 2020 2019 2020 2019 (In millions except per share data) Revenues $ 1.3 $ 69.6 $ 112.1 $ 321.5 Costs and expenses (1.0 ) (74.9 ) (108.6 ) (300.8 ) Impairment of goodwill — — (16.0 ) — Interest expense (0.1 ) (2.7 ) (2.1 ) (18.4 ) Gain on disposal 9.3 0.4 12.3 0.4 Earnings (loss) before income taxes 9.5 (7.6 ) (2.3 ) 2.7 Income tax benefit (expense) (4.5 ) 2.9 (23.0 ) (76.1 ) Gain (loss) from discontinued operations, net of income taxes $ 5.0 $ (4.7 ) $ (25.3 ) $ (73.4 ) Gain (loss) per share from discontinued operations Basic $ 0.11 $ (0.10 ) $ (0.56 ) $ (1.63 ) Diluted 0.11 (0.10 ) (0.56 ) (1.61 ) The Company does not allocate interest to discontinued operations unless the interest is directly attributable to the discontinued operations or is interest on debt that is required to be repaid as a result of the disposal transaction. Interest expense included in discontinued operations reflects an estimate of interest expense related to the debt that was repaid with the proceeds from the sales of the businesses included in assets held-for-sale until the sale. The discontinued operations did not have depreciation, amortization, or significant non-cash investing items for the nine months ended March 31, 2020 or 2019. Share-based compensation expense related to discontinued operations was a benefit of $0.8 million for the nine months ended March 31, 2020 , due to the forfeiture of stock compensation upon sale and expense of $2.0 million for the nine months ended March 31, 2019 and is included in the calculation of net cash used in operating activities on the Condensed Consolidated Statements of Cash Flows. Dispositions In May 2019, the first step of a two-step transaction to sell Sports Illustrated was completed. At the time of first close, $90.0 million was received from the buyer. Simultaneously, the Company entered into an agreement to license back a portion of the Sports Illustrated brand to continue operating the publishing business. Although, under the agreement certain assets of the brand were sold for legal and tax purposes, because the Company retained control of the publishing business until the second close, the legal transfer of those assets was not presented as a sale within the condensed consolidated financial statements. Based on the selling price of Sports Illustrated, an impairment of goodwill for the Sports Illustrated brand of $4.2 million was recorded in the first quarter of fiscal 2020. The second close took place on October 3, 2019. At the second close, Meredith paid the buyer a working capital true-up of $0.7 million and accrued $7.6 million for the purchase of accounts receivable and accounts payable retained by Meredith, which was paid to the buyer in January 2020. Also, in October 2019, Meredith sold its interest in Viant to its founders for $25.0 million . There was a gain of $3.0 million recognized on these sales in the second quarter of fiscal 2020, which was recorded in the gain (loss) from discontinued operations, net of income taxes line on the Condensed Consolidated Statements of Earnings (Loss). In October 2019, Meredith sold the Money brand, to an unrelated third party for $24.9 million , which resulted in a gain on the sale of $8.3 million . This gain was recorded in the acquisition, disposition, and restructuring related activities line on the Condensed Consolidated Statements of Earnings (Loss). In January 2020, Meredith sold FanSided to an unrelated third party for $16.4 million . Based on the selling price of FanSided, an impairment of goodwill for the FanSided brand of $11.8 million was recognized during the second quarter of fiscal 2020. In February 2020, Meredith sold Xumo to an unrelated third party for $37.4 million . There was a gain of $8.6 million recognized on these sales in the third quarter of fiscal 2020, which was recorded in the gain (loss) from discontinued operations, net of income taxes line on the Condensed Consolidated Statements of Earnings (Loss). Meredith continues to provide accounting, finance, human resources, information technology, and certain support services for a short period of time under Transition Services Agreements (TSAs) with certain buyers. In addition, Meredith continues to provide consumer marketing, information technology, subscription fulfillment, paper purchasing, printing, and other services under Outsourcing Agreements (OAs) with certain buyers. The services performed under the OAs have terms ranging from one to four years . Income of $1.4 million and $7.4 million for the three and nine months ended March 31, 2020 , respectively, earned from performing services under the OAs was recorded in the other revenue line on the Condensed Consolidated Statements of Earnings (Loss) while income of $1.8 million and $10.8 million for the three and nine months ended March 31, 2020 , respectively, earned from performing services under the TSAs was recorded as a reduction to the selling, general, and administrative expense line on the Condensed Consolidated Statements of Earnings (Loss). |
Leases
Leases | 9 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | 5. Leases Meredith's lessee portfolio is primarily comprised of real estate leases for the use of office space, land, and station facilities. The portfolio also contains leases for equipment, vehicles, and antenna and transmitter sites. Meredith determines whether an arrangement contains a lease at inception. Lease assets and liabilities are recognized upon commencement of the lease based on the present value of the future minimum lease payments over the lease term. The lease term includes options to extend the lease when it is reasonably certain that the Company will exercise that option. The remaining terms of the leases are one month to 30 years . The Company generally utilizes its incremental borrowing rate based on information available at the commencement of the lease in determining the present value of future payments since the implicit rate for most of the Company's leases is not readily determinable. Variable lease expense includes rental increases that are not fixed, such as those based on a consumer price index, and amounts paid to the lessor based on cost or consumption, such as maintenance and utilities. Lease agreements entered into that have not yet commenced were not significant at March 31, 2020 . Operating Leases The total lease cost for operating leases included within the selling, general, and administrative line on the Condensed Consolidated Statements of Earnings (Loss) was as follows: Periods ended March 31, 2020 Three Months Nine Months (In millions) Operating lease cost $ 16.6 $ 50.1 Variable lease cost 0.7 1.8 Short term lease cost 0.1 0.3 Sublease income (1.2 ) (4.7 ) Total lease cost $ 16.2 $ 47.5 The table below presents supplemental information related to operating leases: Nine months ended March 31, 2020 (In millions except for lease term and discount rate) Operating cash flows for operating leases $ 48.8 Noncash lease liabilities arising from obtaining operating lease assets 6.3 Weighted average remaining lease term (in years) 11.3 Weighted average discount rate 5.4 % Meredith purchased the underlying assets of a lease arrangement for $3.3 million during the second quarter of fiscal 2020, resulting in the derecognition of operating lease assets of $2.6 million and lease liabilities of $2.5 million . During the third quarter of fiscal 2020, the Company modified certain lease arrangements resulting in the derecognition of operating lease assets and related lease liabilities of $1.5 million . In addition, in connection with the sale of FanSided, $1.4 million of operating lease assets and related lease liabilities, recorded within assets held-for-sale and liabilities associated with assets held-for-sale on the Condensed Consolidated Balance Sheets prior to sale, were derecognized. As discussed in Note 4 , the Company completed the sale of certain businesses acquired in connection with the Time acquisition. As a result of the dispositions and cost-reduction initiatives, the Company has two floors of vacant leased space at its location in New York City. The vacant space is presently held with the intent to sublease for the remainder of the lease term. The Company recognized an impairment charge of $87.9 million during the third quarter of fiscal 2020 related to the vacant space. Fair value was estimated using an income-approach based on management's forecast of future cash flows expected to be derived from the property based on current sublease market rent, which was negatively impacted by the effects of the COVID-19 pandemic. The charge is allocated on a pro-rata basis, $64.5 million to operating lease assets and $23.4 million to leasehold improvements and furniture and fixtures, and is recorded in the national media segment. This impairment charge is recorded within the impairment of goodwill and other long-lived assets line on the Condensed Consolidated Statements of Earnings (Loss). Maturities of operating lease liabilities as of March 31, 2020 , were as follows: Years ending June 30, (In millions) 2020 $ 15.5 2021 61.4 2022 60.2 2023 59.8 2024 61.3 Thereafter 432.6 Total lease payments 690.8 Less: Interest (178.5 ) Present value of lease liabilities $ 512.3 Future minimum lease payments under operating leases as of June 30, 2019, were as follows: Payments Due In Years ending June 30, 2020 2021 2022 2023 2024 Thereafter Total (In millions) Operating leases $ 61.3 $ 57.5 $ 54.9 $ 52.4 $ 52.8 $ 397.7 $ 676.6 Future minimum operating lease payments have been reduced by estimated future minimum sublease income of $7.7 million in fiscal 2020, $8.7 million in fiscal 2021, $9.3 million in fiscal 2022, $9.1 million in fiscal 2023, $9.5 million in fiscal 2024, and $24.2 million thereafter. Finance Leases Meredith holds finance leases related to a broadcast tower and certain equipment with remaining terms ranging between three and six years . Finance lease assets of $3.4 million were recorded in net property, plant, and equipment, and current finance lease liabilities of $0.8 million and long-term finance lease liabilities of $3.2 million were recorded in accrued expenses and other liabilities and other noncurrent liabilities, respectively, on the Condensed Consolidated Balance Sheets at March 31, 2020 . For the three and nine months ended March 31, 2020 , $0.1 million and $0.3 million of interest expense and $0.2 million and $0.6 million of amortization were recorded in the interest expense, net and the depreciation and amortization lines, respectively, on the Condensed Consolidated Statements of Earnings (Loss). Operating cash flows of $0.2 million and financing cash flows of $0.8 million were also incurred during the nine months ended March 31, 2020 . As of March 31, 2020 , the finance leases have a weighted average remaining term of 5.2 years and weighted average interest rate of 6.6 percent . Lessor Activities The Company has several agreements to lease space to third parties on its owned broadcast towers. These leases all meet the operating lease criteria. The associated rental revenue on these leases is recorded in the other revenue line on the Condensed Consolidated Statements of Earnings (Loss), which was $0.3 million and $0.8 million for the three and nine months ended March 31, 2020 , respectively. |
Leases | 5. Leases Meredith's lessee portfolio is primarily comprised of real estate leases for the use of office space, land, and station facilities. The portfolio also contains leases for equipment, vehicles, and antenna and transmitter sites. Meredith determines whether an arrangement contains a lease at inception. Lease assets and liabilities are recognized upon commencement of the lease based on the present value of the future minimum lease payments over the lease term. The lease term includes options to extend the lease when it is reasonably certain that the Company will exercise that option. The remaining terms of the leases are one month to 30 years . The Company generally utilizes its incremental borrowing rate based on information available at the commencement of the lease in determining the present value of future payments since the implicit rate for most of the Company's leases is not readily determinable. Variable lease expense includes rental increases that are not fixed, such as those based on a consumer price index, and amounts paid to the lessor based on cost or consumption, such as maintenance and utilities. Lease agreements entered into that have not yet commenced were not significant at March 31, 2020 . Operating Leases The total lease cost for operating leases included within the selling, general, and administrative line on the Condensed Consolidated Statements of Earnings (Loss) was as follows: Periods ended March 31, 2020 Three Months Nine Months (In millions) Operating lease cost $ 16.6 $ 50.1 Variable lease cost 0.7 1.8 Short term lease cost 0.1 0.3 Sublease income (1.2 ) (4.7 ) Total lease cost $ 16.2 $ 47.5 The table below presents supplemental information related to operating leases: Nine months ended March 31, 2020 (In millions except for lease term and discount rate) Operating cash flows for operating leases $ 48.8 Noncash lease liabilities arising from obtaining operating lease assets 6.3 Weighted average remaining lease term (in years) 11.3 Weighted average discount rate 5.4 % Meredith purchased the underlying assets of a lease arrangement for $3.3 million during the second quarter of fiscal 2020, resulting in the derecognition of operating lease assets of $2.6 million and lease liabilities of $2.5 million . During the third quarter of fiscal 2020, the Company modified certain lease arrangements resulting in the derecognition of operating lease assets and related lease liabilities of $1.5 million . In addition, in connection with the sale of FanSided, $1.4 million of operating lease assets and related lease liabilities, recorded within assets held-for-sale and liabilities associated with assets held-for-sale on the Condensed Consolidated Balance Sheets prior to sale, were derecognized. As discussed in Note 4 , the Company completed the sale of certain businesses acquired in connection with the Time acquisition. As a result of the dispositions and cost-reduction initiatives, the Company has two floors of vacant leased space at its location in New York City. The vacant space is presently held with the intent to sublease for the remainder of the lease term. The Company recognized an impairment charge of $87.9 million during the third quarter of fiscal 2020 related to the vacant space. Fair value was estimated using an income-approach based on management's forecast of future cash flows expected to be derived from the property based on current sublease market rent, which was negatively impacted by the effects of the COVID-19 pandemic. The charge is allocated on a pro-rata basis, $64.5 million to operating lease assets and $23.4 million to leasehold improvements and furniture and fixtures, and is recorded in the national media segment. This impairment charge is recorded within the impairment of goodwill and other long-lived assets line on the Condensed Consolidated Statements of Earnings (Loss). Maturities of operating lease liabilities as of March 31, 2020 , were as follows: Years ending June 30, (In millions) 2020 $ 15.5 2021 61.4 2022 60.2 2023 59.8 2024 61.3 Thereafter 432.6 Total lease payments 690.8 Less: Interest (178.5 ) Present value of lease liabilities $ 512.3 Future minimum lease payments under operating leases as of June 30, 2019, were as follows: Payments Due In Years ending June 30, 2020 2021 2022 2023 2024 Thereafter Total (In millions) Operating leases $ 61.3 $ 57.5 $ 54.9 $ 52.4 $ 52.8 $ 397.7 $ 676.6 Future minimum operating lease payments have been reduced by estimated future minimum sublease income of $7.7 million in fiscal 2020, $8.7 million in fiscal 2021, $9.3 million in fiscal 2022, $9.1 million in fiscal 2023, $9.5 million in fiscal 2024, and $24.2 million thereafter. Finance Leases Meredith holds finance leases related to a broadcast tower and certain equipment with remaining terms ranging between three and six years . Finance lease assets of $3.4 million were recorded in net property, plant, and equipment, and current finance lease liabilities of $0.8 million and long-term finance lease liabilities of $3.2 million were recorded in accrued expenses and other liabilities and other noncurrent liabilities, respectively, on the Condensed Consolidated Balance Sheets at March 31, 2020 . For the three and nine months ended March 31, 2020 , $0.1 million and $0.3 million of interest expense and $0.2 million and $0.6 million of amortization were recorded in the interest expense, net and the depreciation and amortization lines, respectively, on the Condensed Consolidated Statements of Earnings (Loss). Operating cash flows of $0.2 million and financing cash flows of $0.8 million were also incurred during the nine months ended March 31, 2020 . As of March 31, 2020 , the finance leases have a weighted average remaining term of 5.2 years and weighted average interest rate of 6.6 percent . Lessor Activities The Company has several agreements to lease space to third parties on its owned broadcast towers. These leases all meet the operating lease criteria. The associated rental revenue on these leases is recorded in the other revenue line on the Condensed Consolidated Statements of Earnings (Loss), which was $0.3 million and $0.8 million for the three and nine months ended March 31, 2020 , respectively. |
Leases | 5. Leases Meredith's lessee portfolio is primarily comprised of real estate leases for the use of office space, land, and station facilities. The portfolio also contains leases for equipment, vehicles, and antenna and transmitter sites. Meredith determines whether an arrangement contains a lease at inception. Lease assets and liabilities are recognized upon commencement of the lease based on the present value of the future minimum lease payments over the lease term. The lease term includes options to extend the lease when it is reasonably certain that the Company will exercise that option. The remaining terms of the leases are one month to 30 years . The Company generally utilizes its incremental borrowing rate based on information available at the commencement of the lease in determining the present value of future payments since the implicit rate for most of the Company's leases is not readily determinable. Variable lease expense includes rental increases that are not fixed, such as those based on a consumer price index, and amounts paid to the lessor based on cost or consumption, such as maintenance and utilities. Lease agreements entered into that have not yet commenced were not significant at March 31, 2020 . Operating Leases The total lease cost for operating leases included within the selling, general, and administrative line on the Condensed Consolidated Statements of Earnings (Loss) was as follows: Periods ended March 31, 2020 Three Months Nine Months (In millions) Operating lease cost $ 16.6 $ 50.1 Variable lease cost 0.7 1.8 Short term lease cost 0.1 0.3 Sublease income (1.2 ) (4.7 ) Total lease cost $ 16.2 $ 47.5 The table below presents supplemental information related to operating leases: Nine months ended March 31, 2020 (In millions except for lease term and discount rate) Operating cash flows for operating leases $ 48.8 Noncash lease liabilities arising from obtaining operating lease assets 6.3 Weighted average remaining lease term (in years) 11.3 Weighted average discount rate 5.4 % Meredith purchased the underlying assets of a lease arrangement for $3.3 million during the second quarter of fiscal 2020, resulting in the derecognition of operating lease assets of $2.6 million and lease liabilities of $2.5 million . During the third quarter of fiscal 2020, the Company modified certain lease arrangements resulting in the derecognition of operating lease assets and related lease liabilities of $1.5 million . In addition, in connection with the sale of FanSided, $1.4 million of operating lease assets and related lease liabilities, recorded within assets held-for-sale and liabilities associated with assets held-for-sale on the Condensed Consolidated Balance Sheets prior to sale, were derecognized. As discussed in Note 4 , the Company completed the sale of certain businesses acquired in connection with the Time acquisition. As a result of the dispositions and cost-reduction initiatives, the Company has two floors of vacant leased space at its location in New York City. The vacant space is presently held with the intent to sublease for the remainder of the lease term. The Company recognized an impairment charge of $87.9 million during the third quarter of fiscal 2020 related to the vacant space. Fair value was estimated using an income-approach based on management's forecast of future cash flows expected to be derived from the property based on current sublease market rent, which was negatively impacted by the effects of the COVID-19 pandemic. The charge is allocated on a pro-rata basis, $64.5 million to operating lease assets and $23.4 million to leasehold improvements and furniture and fixtures, and is recorded in the national media segment. This impairment charge is recorded within the impairment of goodwill and other long-lived assets line on the Condensed Consolidated Statements of Earnings (Loss). Maturities of operating lease liabilities as of March 31, 2020 , were as follows: Years ending June 30, (In millions) 2020 $ 15.5 2021 61.4 2022 60.2 2023 59.8 2024 61.3 Thereafter 432.6 Total lease payments 690.8 Less: Interest (178.5 ) Present value of lease liabilities $ 512.3 Future minimum lease payments under operating leases as of June 30, 2019, were as follows: Payments Due In Years ending June 30, 2020 2021 2022 2023 2024 Thereafter Total (In millions) Operating leases $ 61.3 $ 57.5 $ 54.9 $ 52.4 $ 52.8 $ 397.7 $ 676.6 Future minimum operating lease payments have been reduced by estimated future minimum sublease income of $7.7 million in fiscal 2020, $8.7 million in fiscal 2021, $9.3 million in fiscal 2022, $9.1 million in fiscal 2023, $9.5 million in fiscal 2024, and $24.2 million thereafter. Finance Leases Meredith holds finance leases related to a broadcast tower and certain equipment with remaining terms ranging between three and six years . Finance lease assets of $3.4 million were recorded in net property, plant, and equipment, and current finance lease liabilities of $0.8 million and long-term finance lease liabilities of $3.2 million were recorded in accrued expenses and other liabilities and other noncurrent liabilities, respectively, on the Condensed Consolidated Balance Sheets at March 31, 2020 . For the three and nine months ended March 31, 2020 , $0.1 million and $0.3 million of interest expense and $0.2 million and $0.6 million of amortization were recorded in the interest expense, net and the depreciation and amortization lines, respectively, on the Condensed Consolidated Statements of Earnings (Loss). Operating cash flows of $0.2 million and financing cash flows of $0.8 million were also incurred during the nine months ended March 31, 2020 . As of March 31, 2020 , the finance leases have a weighted average remaining term of 5.2 years and weighted average interest rate of 6.6 percent . Lessor Activities The Company has several agreements to lease space to third parties on its owned broadcast towers. These leases all meet the operating lease criteria. The associated rental revenue on these leases is recorded in the other revenue line on the Condensed Consolidated Statements of Earnings (Loss), which was $0.3 million and $0.8 million for the three and nine months ended March 31, 2020 , respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 6. Intangible Assets and Goodwill Intangible assets consisted of the following: March 31, 2020 June 30, 2019 (In millions) Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization National media Advertiser relationships $ 211.0 $ (152.5 ) $ 58.5 $ 213.3 $ (102.0 ) $ 111.3 Publisher relationships 132.8 (39.2 ) 93.6 125.0 (25.4 ) 99.6 Partner relationships 98.2 (34.7 ) 63.5 98.2 (22.7 ) 75.5 Customer relationships 70.4 (65.1 ) 5.3 67.5 (46.3 ) 21.2 Other 26.2 (16.0 ) 10.2 23.2 (14.9 ) 8.3 Local media Network affiliation agreements 229.3 (159.9 ) 69.4 229.3 (155.1 ) 74.2 Advertiser relationships 12.5 (9.0 ) 3.5 12.5 (5.8 ) 6.7 Retransmission agreements 27.9 (22.2 ) 5.7 27.9 (19.1 ) 8.8 Other 1.7 (1.5 ) 0.2 1.7 (1.2 ) 0.5 Total $ 810.0 $ (500.1 ) 309.9 $ 798.6 $ (392.5 ) 406.1 Intangible assets not subject to amortization National media Trademarks 705.7 724.5 Internet domain names 8.3 7.8 Local media FCC licenses 652.9 675.2 Total 1,366.9 1,407.5 Intangible assets, net $ 1,676.8 $ 1,813.6 Amortization expense was $111.6 million and $116.3 million for the nine months ended March 31, 2020 , and 2019 , respectively. Annual amortization expense for intangible assets is expected to be as follows: $142.9 million in fiscal 2020 , $90.3 million in fiscal 2021 , $44.5 million in fiscal 2022 , $42.0 million in fiscal 2023 , and $33.9 million in fiscal 2024 . During the first quarter of fiscal 2020, the Company recorded an impairment charge of $5.2 million on a national media trademark. Management determined this trademark was fully impaired as part of management's commitment to performance improvement plans, including the closure of the Family Circle brand. The impairment charge is recorded in the impairment of goodwill and other long-lived assets line on the Condensed Consolidated Statements of Earnings (Loss). During the third quarter of fiscal 2020, the Company experienced revenue declines, primarily related to advertising cancellations and delays, as advertisers faced economic challenges caused by the COVID-19 pandemic. These declines caused the Company to revise forecasts and to determine that it had a triggering event to test the value of intangible assets not subject to amortization for impairment as of March 31, 2020. As a result, the national media segment recorded a non-cash impairment charge of $21.2 million to partially impair the trademarks for the magazines.com, Entertainment Weekly, Shape, EatingWell, and Cooking Light brands. In addition, the local media segment recorded a non-cash impairment charge of $22.3 million to partially impair the FCC license for its station WALA-TV in Mobile, Alabama and Pensacola, Florida. The Company is required to evaluate goodwill for impairment on an annual basis or when events occur or circumstances change that would indicate the carrying value exceeds the fair value. During the third quarter of fiscal 2020, the Company determined that interim triggering events, including declines in the price of its stock and the economic downturn caused by COVID-19, required an interim evaluation of goodwill at March 31, 2020. The impairment test determined the carrying value of goodwill in the national media reporting unit exceeded its estimated fair value. As a result, the Company recorded a non-cash impairment charge of $252.7 million to reduce the carrying value of goodwill in the national media segment in the third quarter of fiscal 2020. The Company recorded an income tax benefit of $26.9 million related to this goodwill impairment charge. Changes in the carrying amount of goodwill were as follows: Nine months ended March 31, 2020 2019 (In millions) National Local Total National Local Total Goodwill at beginning of period $ 1,862.8 $ 116.6 $ 1,979.4 $ 1,800.0 $ 115.8 $ 1,915.8 Acquisitions 6.7 — 6.7 10.6 0.8 11.4 Disposals (16.7 ) — (16.7 ) — — — Acquisition adjustments 2.4 — 2.4 52.2 — 52.2 Impairment (252.7 ) — (252.7 ) — — — Goodwill at end of period $ 1,602.5 $ 116.6 $ 1,719.1 $ 1,862.8 $ 116.6 $ 1,979.4 |
Restructuring Accrual
Restructuring Accrual | 9 Months Ended |
Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Accrual | 7. Restructuring Accrual During the first nine months fiscal of fiscal 2020, management committed to and continued to execute several performance improvement plans. In the first quarter of fiscal 2020, management made the strategic decisions to transition Rachael Ray Every Day into a consumer-driven, newsstand-only quarterly magazine and to discontinue the Family Circle brand. In connection with these plans, the Company recorded pre-tax restructuring charges totaling $12.9 million in the first quarter of fiscal 2020, including $9.9 million for severance and related benefit costs associated with the involuntary termination of employees and $3.0 million in other costs and expenses. In the second and third quarters of fiscal 2020, additional smaller actions were taken in the national media segment, local media segment, and unallocated corporate. In connection with these plans, the Company recorded pre-tax restructuring charges of $3.8 million in the second quarter and $2.3 million in the third quarter for severance and related benefit costs associated with the involuntary termination of employees. Combined, these actions affected approximately 145 employees in the national media segment, 15 in the local media segment, and 10 in unallocated corporate. The majority of the severance costs are expected to be paid during fiscal 2020 with the remainder being paid in fiscal 2021. Of these costs, for the nine-month period ended March 31, 2020, $15.3 million were recorded in the acquisition, disposition, and restructuring related activities line and $3.7 million were recorded in the gain (loss) from discontinued operations, net of income taxes line on the Condensed Consolidated Statements of Earnings (Loss). As part of the Company's plan to realize cost synergies from its acquisition of Time in fiscal 2018, management committed to a performance improvement plan to reduce headcount. To execute this plan, in the first quarter of fiscal 2019, the Company made strategic decisions to merge Cooking Light magazine with EatingWell , transition Coastal Living from a subscription magazine to a special interest publication, consolidate much of the local media's digital advertising functions with MNI Targeted Media, and outsource newsstand sales and marketing operations. During the second quarter of fiscal 2019, the Company completed the closure of Time Customer Service (TCS) and substantially completed consolidating New York office space. The fiscal 2019 performance improvement plans affected approximately 250 people, approximately 175 in the national media segment, approximately 25 in the local media segment, and the remainder in unallocated corporate. In connection with these plans, in the third quarter and first nine months of fiscal 2019, the Company recorded pre-tax restructuring charges of $9.2 million and $44.5 million , respectively, for severance and related benefit costs related to the involuntary termination of employees and $6.8 million and $24.5 million , respectively, in other accruals related primarily to the closure of TCS and the consolidation of office space. These costs were recorded in the acquisition, disposition, and restructuring related activities line on the Condensed Consolidated Statements of Earnings (Loss). Details of the severance and related benefit costs by segment for these performance improvement plans are as follows: Amount Accrued in the Period Total Amount Expected to be Incurred Three Months Nine Months Periods ended March 31, 2020 2019 2020 2019 (in millions) National media $ 1.7 $ 4.7 $ 10.5 $ 28.0 $ 10.5 Local media — — 2.4 1.7 2.4 Unallocated Corporate 0.6 4.5 3.1 14.8 3.1 $ 2.3 $ 9.2 $ 16.0 $ 44.5 $ 16.0 Details of changes in the Company's restructuring accrual are as follows: Employee Terminations Employee Terminations Other Exit Costs Total Nine months ended March 31, 2020 2019 2019 2019 (In millions) Balance at beginning of period $ 43.7 $ 101.3 $ 6.3 $ 107.6 Accruals 16.0 44.5 24.5 69.0 Cash payments (42.4 ) (84.6 ) (11.9 ) (96.5 ) Reversal of excess accrual — (7.2 ) (1.6 ) (8.8 ) Balance at end of period $ 17.3 $ 54.0 $ 17.3 $ 71.3 As of March 31, 2020 , of the $17.3 million liability, $16.9 million was classified as current liabilities on the Condensed Consolidated Balance Sheets, with the remaining $0.4 million classified as noncurrent liabilities. Amounts classified as noncurrent liabilities are expected to be paid through 2021 and relate to future severance payments. As of June 30, 2019, the Company had a restructuring accrual of $22.8 million related primarily to lease payments and exit or disposal costs for space that has been vacated. In conjunction with the adoption of the lease standard effective July 1, 2019, as disclosed in Note 1, these previously recorded exit cost liabilities were derecognized and operating lease assets recorded at time of adoption were reduced by a corresponding amount. |
Long-term Debt
Long-term Debt | 9 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 8. Long-term Debt Long-term debt consisted of the following: March 31, 2020 June 30, 2019 (In millions) Principal Balance Unamortized Discount and Debt Issuance Costs Carrying Principal Balance Unamortized Discount and Debt Issuance Costs Carrying Variable-rate credit facility Senior credit facility term loan, due 1/31/2025 $ 1,062.5 $ (13.7 ) $ 1,048.8 $ 1,062.5 $ (15.6 ) $ 1,046.9 Revolving credit facility of $350 million, due 1/31/2023 35.0 — 35.0 35.0 — 35.0 Senior Unsecured Notes 6.875% senior notes, due 2/1/2026 1,272.9 (19.5 ) 1,253.4 1,272.9 (21.5 ) 1,251.4 Total long-term debt $ 2,370.4 $ (33.2 ) $ 2,337.2 $ 2,370.4 $ (37.1 ) $ 2,333.3 The Company repriced the Term Loan B effective February 19, 2020. The new interest rate under the Term Loan B is based on LIBOR plus a spread of 2.5 percent as of the repricing date until maturity, a decrease from the previous spread of 2.75 percent . In addition, if the Company's leverage ratio drops to or below 2.25 to 1, the spread will decrease to 2.25 percent for so long as the Company maintains a leverage ratio equal to or less than 2.25 to 1. |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes For the third quarter and first nine months of fiscal 2020, Meredith recorded a tax benefit on the loss from continuing operations of $43.6 million and $15.4 million , respectively. This compares to tax expense recorded by the Company of $12.7 million and $17.0 million for the third quarter and first nine months of fiscal 2019, respectively. The tax benefit in the third quarter and first nine months of fiscal 2020 is primarily due to the tax effect of the impairment charge for national media goodwill. In the third quarter of fiscal 2020, the Company recorded a non-cash impairment charge of $252.7 million to reduce the carrying value of goodwill. The Company recorded an income tax benefit of $26.9 million related to this goodwill impairment charge. During the second quarter of fiscal 2019, the Company engaged in a restructuring of its international operations for United States (U.S.) tax purposes, triggering deductions that resulted in a $23.5 million permanent U.S. tax benefit, which decreased income tax expense in the second quarter and first nine months of fiscal 2019. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Lease Guarantees In March 2018, the Company sold TIUK, a United Kingdom (U.K.) multi-platform publisher. In connection with the sale of TIUK, the Company recognized a liability in connection with a lease of office space in the U.K. through December 31, 2025, which was guaranteed by the Company. In the first quarter of fiscal 2020, the Company was released of its guarantee by the landlord. As a result, a gain of $8.0 million was recorded in the non-operating income (expense), net line on the Condensed Consolidated Statements of Earnings (Loss). The Company guarantees two other leases of entities previously sold, one through January 2023 and another through November 2030. The carrying value of those guarantees, which are recorded in other noncurrent liabilities on the Condensed Consolidated Balance Sheets, was $2.2 million at March 31, 2020 , and the maximum obligation for which the Company would be liable if the primary obligors fail to perform under the lease agreements is $14.1 million as of March 31, 2020 . Legal Proceedings In the ordinary course of business, the Company is a defendant in or party to various legal claims, actions, and proceedings. These claims, actions, and proceedings are at varying stages of investigation, arbitration, or adjudication, and involve a variety of areas of law. On October 26, 2010, the Canadian Minister of National Revenue denied the claims by Time Inc. Retail (formerly Time/Warner Retail Sales & Marketing, Inc.) (TIR) for input tax credits in respect of goods and services tax that TIR had paid on magazines it imported into and had displayed at retail locations in Canada during the years 2006 to 2008, on the basis that TIR did not own those magazines and issued Notices of Reassessment in the amount of approximately C$52 million . On January 21, 2011, TIR filed an objection to the Notices of Reassessment with the Chief of Appeals of the Canada Revenue Agency (CRA), arguing that TIR claimed input tax credits only in respect of goods and services tax it actually paid and it is entitled to a rebate for such payments. On September 13, 2013, TIR received Notices of Reassessment in the amount of C$26.9 million relating to the same type of situation during the years 2009 to 2010, and TIR filed similar objections as for prior years. By letter dated June 19, 2015, the CRA requested payment of C$89.8 million , which includes interest accrued and stated that failure to pay may result in legal action. TIR responded by stating that collection should remain stayed pending resolution of the issues raised by TIR’s objection. Including interest accrued, the total of the reassessments claimed by the CRA for the years 2006 to 2010 was C$91 million as of November 30, 2015. The parties are engaged in mediation. On September 6, 2019, a shareholder filed a putative class action lawsuit in the U.S. District Court for the Southern District of New York against the Company, its Chief Executive Officer, and its Chief Financial Officer, seeking to represent a class of shareholders who acquired securities of the Company between May 10, 2018 and September 4, 2019 (the New York Action). On September 12, 2019, a shareholder filed a putative class action lawsuit in the U.S. District Court for the Southern District of Iowa against the Company, its Chief Executive Officer, its Chief Financial Officer, and its Chairman of the Board seeking to represent a class of shareholders who acquired securities of the Company between January 31, 2018 and September 5, 2019 (the Iowa Action). Both complaints allege that the defendants made materially false and/or misleading statements, and failed to disclose material adverse facts, about the Company’s business, operations, and prospects. Both complaints assert claims under the federal securities laws and seek unspecified monetary damages and other relief. On November 12, 2019, the plaintiff shareholder withdrew the New York Action, and the action has been dismissed. On November 25, 2019, the City of Plantation Police Officers Pension Fund was appointed to serve as lead plaintiff in the Iowa Action. On March 9, 2020, the lead plaintiff filed an amended complaint in the Iowa Action, now seeking to represent a class of shareholders who acquired securities of the Company between January 31, 2018 and September 30, 2019. The defendants have not yet responded to the complaint in the Iowa Action but intend to vigorously oppose it. The Company expresses no opinion as to the ultimate outcome of this matter. The Company establishes an accrued liability for specific matters, such as a legal claim, when the Company determines that a loss is probable and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. In view of the inherent difficulty of predicting the outcome of litigation, claims, and other matters, the Company often cannot predict what the eventual outcome of a pending matter will be, or what the timing or results of the ultimate resolution of a matter will be. Accordingly, for the matters described above, the Company is unable to predict the outcome or reasonably estimate a range of possible loss. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 11. Fair Value Measurements The Company estimates the fair value of financial instruments using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts the Company would realize upon disposition. The fair value hierarchy consists of three broad levels of inputs that may be used to measure fair value, which are described below: • Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2 Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable ; • Level 3 Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates. The following table sets forth the carrying value and the estimated fair value of the Company's financial instruments not measured at fair value on a recurring basis: March 31, 2020 June 30, 2019 (In millions) Carrying Value Fair Value Carrying Value Fair Value Broadcast rights payable $ 16.3 $ 15.3 $ 15.0 $ 13.6 Total long-term debt 2,337.2 2,073.2 2,333.3 2,452.9 The fair value of broadcast rights payable was determined utilizing Level 3 inputs. The fair value of total long-term debt is based on information obtained from a non-active market, therefore is included as a Level 2 measurement. The following table sets forth the assets and liabilities measured at fair value on a recurring basis: (In millions) March 31, 2020 June 30, Accrued expenses and other liabilities Contingent consideration $ 1.7 $ — Deferred compensation plans 3.7 4.7 Other noncurrent liabilities Contingent consideration 3.5 0.8 Deferred compensation plans 14.1 16.2 The fair value of deferred compensation plans is derived from quotes from observable market information, and thus represents a Level 2 measurement. The fair value of contingent consideration is based on significant inputs not observable in the market and thus represents a Level 3 measurement. The following table presents changes in the Level 3 fair value of contingent consideration: Nine months ended March 31, 2020 2019 (In millions) Contingent consideration Balance at beginning of period $ 0.8 $ 25.4 Additions due to acquisitions 4.1 — Payments — (19.3 ) Fair value adjustment of contingent consideration 0.3 (3.1 ) Balance at end of period $ 5.2 $ 3.0 The fair value adjustment of contingent consideration is the change in the estimated earn out payments based on projections of performance and the amortization of the present value discount. The fair value adjustment of contingent consideration is included in the selling, general, and administrative line on the Condensed Consolidated Statements of Earnings (Loss). The following table presents changes in the Level 3 fair value of certain assets measured on a non-recurring basis: As of and for the nine months ended March 31, 2020 Net Property, Plant, and Equipment 1 Operating Lease Assets 2 Intangible Assets, net 3 Goodwill 4 (In millions) Assets subject to impairment charges Carrying value prior to impairment $ 40.1 $ 110.8 $ 126.6 $ 1,855.2 Impairment charge (23.4 ) (64.5 ) (48.7 ) (252.7 ) Carrying value after impairment 16.7 46.3 77.9 1,602.5 Carrying value of assets not subject to impairment charge 396.0 368.8 1,598.9 116.6 Balance as of March 31, 2020 $ 412.7 $ 415.1 $ 1,676.8 $ 1,719.1 1 Represents leasehold improvements and furniture and fixtures partially impaired with its associated operating lease asset at March 31, 2020. For further details, refer to Note 5. 2 Represents an operating lease asset that was partially impaired at March 31, 2020. For further details, refer to Note 5. 3 Represents a local media FCC license partially impaired at March 31, 2020, and five national media trademarks. One trademark was fully impaired at September 30, 2019, and four additional were partially impaired at March 31, 2020. For further details, refer to Note 6. 4 Represents national media goodwill partially impaired at March 31, 2020. For further details, refer to Note 6. The fair values of the trademarks, FCC licenses, and goodwill, are measured on a non-recurring basis and are determined based on significant inputs not observable in the market and thus represents Level 3 measurements. The key assumptions used to determine the fair value include discount rates, estimated cash flows, royalty rates, and revenue growth rates. The discount rate used is based on several factors including market interest rates, a weighted average cost of capital analysis based on the target capital structure, and includes adjustments for market risk and Company specific risk. Estimated cash flows are based upon internally developed estimates and the revenue growth rates are based on industry knowledge and historical performance. For further discussion of the impairment of these assets, refer to Note 6 . The impairment of these assets is included in the impairment of goodwill and other long-lived assets line on the Condensed Consolidated Statements of Earnings (Loss). The operating lease assets and net property, plant, and equipment are assets associated with the same leased space. These assets are measured on a non-recurring basis and the fair value was determined based on significant inputs not observable in the market and thus represents a Level 3 measurement. Fair value was estimated using an income-approach based on management's forecast of future cash flows expected to be derived from the property based on current sublease market rent, which was negatively impacted by the effects of the COVID-19 pandemic. These impairments are included in the impairment of goodwill and other long-lived assets line on the Condensed Consolidated Statements of Earnings (Loss). |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 12. Revenue Recognition Meredith disaggregates revenue from contracts with customers by types of goods and services. A reconciliation of disaggregated revenue to segment revenue (as provided in Note 16 ) is as follows. Three months ended March 31, 2020 National Media Local Media Intersegment Elimination Total (In millions) Advertising related Print $ 136.3 $ — $ — $ 136.3 Non-political spot — 70.8 — 70.8 Political spot — 10.5 — 10.5 Digital 84.6 4.4 — 89.0 Third party sales 11.9 14.0 (0.4 ) 25.5 Total advertising related 232.8 99.7 (0.4 ) 332.1 Consumer related Subscription 150.7 — — 150.7 Retransmission — 92.2 — 92.2 Newsstand 45.4 — — 45.4 Affinity marketing 16.3 — — 16.3 Licensing 25.3 — — 25.3 Digital and other consumer driven 15.7 — — 15.7 Total consumer related 253.4 92.2 — 345.6 Other Projects based 15.4 — — 15.4 Other 5.3 3.3 — 8.6 Total other 20.7 3.3 — 24.0 Total revenues $ 506.9 $ 195.2 $ (0.4 ) $ 701.7 Three Months Ended March 31, 2019 National Media Local Media Intersegment Elimination Total (In millions) Advertising related Print $ 166.1 $ — $ — $ 166.1 Non-political spot — 79.9 — 79.9 Political spot — 0.7 — 0.7 Digital 87.8 3.7 — 91.5 Third party sales 13.4 17.0 (0.6 ) 29.8 Total advertising related 267.3 101.3 (0.6 ) 368.0 Consumer related Subscription 184.7 — — 184.7 Retransmission — 84.7 — 84.7 Newsstand 43.3 — — 43.3 Affinity marketing 20.0 — — 20.0 Licensing 20.1 — — 20.1 Digital and other consumer driven 12.1 — — 12.1 Total consumer related 280.2 84.7 — 364.9 Other Projects based 10.6 — — 10.6 Other 4.2 2.4 — 6.6 Total other 14.8 2.4 — 17.2 Total revenues $ 562.3 $ 188.4 $ (0.6 ) $ 750.1 Nine months ended March 31, 2020 National Media Local Media Intersegment Elimination Total (In millions) Advertising related Print $ 446.1 $ — $ — $ 446.1 Non-political spot — 237.1 — 237.1 Political spot — 17.5 — 17.5 Digital 308.4 13.5 — 321.9 Third party sales 51.3 66.7 (1.6 ) 116.4 Total advertising related 805.8 334.8 (1.6 ) 1,139.0 Consumer related Subscription 461.0 — — 461.0 Retransmission — 256.9 — 256.9 Newsstand 125.7 — — 125.7 Affinity marketing 50.2 — — 50.2 Licensing 69.7 — — 69.7 Digital and other consumer driven 54.1 — — 54.1 Total consumer related 760.7 256.9 — 1,017.6 Other Projects based 44.9 — — 44.9 Other 25.6 10.3 — 35.9 Total other 70.5 10.3 — 80.8 Total revenues $ 1,637.0 $ 602.0 $ (1.6 ) $ 2,237.4 Nine Months Ended March 31, 2019 National Media Local Media Intersegment Elimination Total (In millions) Advertising related Print $ 518.7 $ — $ — $ 518.7 Non-political spot — 242.4 — 242.4 Political spot — 102.6 — 102.6 Digital 295.6 11.6 — 307.2 Third party sales 46.6 69.7 (1.4 ) 114.9 Total advertising related 860.9 426.3 (1.4 ) 1,285.8 Consumer related Subscription 537.4 — — 537.4 Retransmission — 232.1 — 232.1 Newsstand 125.9 — — 125.9 Affinity marketing 57.2 — — 57.2 Licensing 68.6 — — 68.6 Digital and other consumer driven 39.7 — — 39.7 Total consumer related 828.8 232.1 — 1,060.9 Other Projects based 33.5 — — 33.5 Other 15.9 6.8 — 22.7 Total other 49.4 6.8 — 56.2 Total revenues $ 1,739.1 $ 665.2 $ (1.4 ) $ 2,402.9 During the first quarter of fiscal 2020, management identified certain consumer related revenue that was incorrectly classified as other revenue in the fiscal 2019 consolidated financial statements. Therefore, management revised the fiscal 2019 Condensed Consolidated Statement of Earnings (Loss) and related revenue note for the three and nine months ended March 31, 2020 , to report $1.6 million and $23.2 million , respectively, of revenue as consumer related revenue. The Company assessed the materiality of the revision both quantitatively and qualitatively and determined the correction to be immaterial to the Company’s prior period interim and annual consolidated financial statements. Contract Balances The timing of Meredith’s performance under its various contracts often differs from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset is recognized when a good or service is transferred to a customer and the Company does not have the contractual right to bill for the related performance obligations. Due to the nature of its contracts, the Company does not have any significant contract assets. A contract liability is recognized when consideration is received from the customer prior to the transfer of goods or services. Current portion of contract liabilities were $458.9 million at June 30, 2019 and $412.6 million at March 31, 2020 , and are presented as current portion of unearned revenues on the Condensed Consolidated Balance Sheets. Noncurrent contract liabilities were $318.6 million and $269.6 million at June 30, 2019 and March 31, 2020 , respectively, and are reflected as unearned revenues on the Condensed Consolidated Balance Sheets. Revenue of $401.9 million recognized in the nine-month period ended March 31, 2020 , was in contract liabilities at the beginning of the period. During the second quarter of fiscal 2020, the Company wrote-off $42.7 million of contract liabilities due to the discontinuation of Rachael Ray Every Day and Family Circle as subscription magazines. This amount was composed of balances at June 30, 2019, as well as newly acquired contracts during the first six months of fiscal 2020. In addition, the Company wrote off an offsetting $42.7 million of contract costs associated with the discontinued contracts. The contract liabilities were presented in the current portion of unearned revenues and unearned revenues lines and the contract costs were presented in the current portion of subscription acquisition costs and subscription acquisition costs lines on the Condensed Consolidated Balance Sheets. |
Pension and Postretirement Bene
Pension and Postretirement Benefit Plans | 9 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Pension and Postretirement Benefit Plans | 13. Pension and Postretirement Benefit Plans The following table presents the components of net periodic benefit costs for Meredith's pension and postretirement benefit plans: Three Months Nine Months Periods ended March 31, 2020 2019 2020 2019 (In millions) Domestic Pension Benefits Service cost $ 2.4 $ 3.0 $ 7.4 $ 8.8 Interest cost 1.2 1.6 3.9 4.9 Expected return on plan assets (2.4 ) (2.4 ) (7.2 ) (7.3 ) Prior service cost amortization 0.1 0.1 0.4 0.4 Actuarial loss amortization 0.5 0.4 1.7 1.4 Settlement charge 3.5 — 12.3 — Net periodic benefit costs $ 5.3 $ 2.7 $ 18.5 $ 8.2 International Pension Benefits Service cost $ — $ — $ — $ 0.1 Interest cost 3.6 4.3 10.9 12.9 Expected return on plan assets (4.6 ) (8.1 ) (13.9 ) (24.1 ) Prior service credit amortization — — 0.1 — Settlement charge 0.6 — 0.6 — Net periodic benefit credit $ (0.4 ) $ (3.8 ) $ (2.3 ) $ (11.1 ) Postretirement Benefits Interest cost $ 0.1 $ 0.1 $ 0.2 $ 0.3 Actuarial gain amortization (0.1 ) (0.1 ) (0.4 ) (0.4 ) Net periodic benefit credit $ — $ — $ (0.2 ) $ (0.1 ) The pension settlement charge of $8.8 million recorded in the second quarter of fiscal 2020 was triggered by lump-sum payments made as a result of executive retirement and resignation in the prior fiscal year. The domestic pension settlement charges of $3.5 million recorded in the third quarter of fiscal 2020 were triggered partially by lump-sum payments made as a result of an executive's resignation in the prior fiscal year and by cash distributions paid by the pension plan during fiscal 2020 exceeding a prescribed threshold. This required that a portion of pension losses within accumulated other comprehensive loss be realized in the period that the related pension liabilities were settled. The international settlement charge recorded in the third quarter of fiscal 2020 was related to the final settlement of the Company's German plan. The components of net periodic benefit cost (credit), other than the service cost component, are included in the non-operating income (expense), net line in the accompanying Condensed Consolidated Statements of Earnings (Loss). The amortization of amounts related to unrecognized prior service costs and net actuarial gain/loss was reclassified out of other comprehensive income as components of net periodic benefit costs. |
Redeemable Series A Preferred S
Redeemable Series A Preferred Stock | 9 Months Ended |
Mar. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Series A Preferred Stock | 14. Redeemable Series A Preferred Stock Meredith has outstanding 650,000 shares of perpetual convertible redeemable non-voting Series A preferred stock (the Series A preferred stock). The Series A preferred stock becomes convertible on January 31, 2025, the seventh anniversary of the issuance date. Therefore, no shares were converted in the first nine months of fiscal 2020 . |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 9 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Common Share | 15. Earnings (Loss) Per Common Share The following table presents the calculations of basic earnings (loss) per common share: Three Months Nine Months Periods ended March 31, 2020 2019 2020 2019 (In millions except per share data) Net earnings (loss) $ (284.4 ) $ 23.7 $ (240.5 ) $ 59.3 Participating warrants dividend (1.0 ) (0.9 ) (2.8 ) (2.7 ) Preferred stock dividend (14.0 ) (13.5 ) (42.5 ) (41.9 ) Accretion of redeemable, convertible Series A preferred stock (4.6 ) (4.6 ) (13.6 ) (13.2 ) Other securities dividends (0.1 ) — (0.6 ) (1.0 ) Earnings (loss) attributable to common shareholders $ (304.1 ) $ 4.7 $ (300.0 ) $ 0.5 Basic weighted average common shares outstanding 45.7 45.3 45.7 45.3 Basic earnings (loss) per common share $ (6.65 ) $ 0.10 $ (6.57 ) $ 0.01 Diluted earnings (loss) per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The dilutive effects of these share-based awards were computed using the two-class method. Three Months Nine Months Periods ended March 31, 2020 2019 2020 2019 (In millions except per share data) Basic weighted-average common shares outstanding 45.7 45.3 45.7 45.3 Dilutive effect of stock options and equivalents — 0.3 — 0.4 Diluted weighted-average shares outstanding 45.7 45.6 45.7 45.7 Diluted earnings (loss) attributable to common shareholders $ (304.1 ) $ 4.7 $ (300.0 ) $ 1.1 Diluted earnings (loss) per common share (6.65 ) 0.10 (6.57 ) 0.02 For the three months ended March 31, 2020 , 1.6 million warrants, 0.7 million convertible preferred shares, and a minimal amount of options and restricted stock shares were excluded from the computation of diluted loss per common share. For the nine months ended March 31, 2020 , 1.6 million warrants, 0.7 million convertible preferred shares, 0.1 million options and a minimal amount of restricted stock shares were excluded from the computation of diluted loss per common share. These securities have an antidilutive effect on the loss per common share calculation (the diluted loss per share becoming less negative than the basic loss per share). Therefore, these securities are not taken into account in determining the weighted average number of shares for the calculation of diluted loss per share for the three and nine months ended March 31, 2020 . For the three months ended March 31, 2019 , 0.7 million convertible preferred shares, 1.6 million warrants, 0.3 million common stock equivalents, and 0.1 million shares of restricted stock were excluded from the computation of diluted earnings per common share. For the nine months ended March 31, 2019 , 0.7 million convertible preferred shares, 1.6 million warrants, and 0.1 million shares of restricted stock were excluded from the computation of diluted earnings per common share. These securities have an antidilutive effect on the earnings per common share calculation (the diluted earnings per share becoming higher than basic earnings per share). Therefore, these securities are not taken into account in determining the weighted average number of shares for the calculation of diluted earnings per share for the three and nine months ended March 31, 2019 . For the nine months ended March 31, 2019 there were 0.3 million common stock equivalents included in the diluted earnings per share calculation while being antidilutive. These securities were dilutive in the earnings per share calculation for income from continuing operations, which is the control number for all earnings per share calculations, and therefore included in all calculations for the nine months ended March 31, 2019 . For the three months ended March 31, 2020 and 2019 , antidilutive options excluded from the above calculations totaled 3.8 million (with a weighted average exercise price of $54.14 ) and 2.4 million (with a weighted average exercise price of $60.76 ), respectively. For the nine months ended March 31, 2020 and 2019 , antidilutive options excluded from the above calculations totaled 3.7 million (with a weighted average exercise price of $55.57 ) and 2.5 million (with a weighted average exercise price of $60.50 ), respectively. In the nine months ended March 31, 2020 , a minimal amount of options were exercised to purchase common shares. In the nine months ended March 31, 2019 , 0.1 million options were exercised to purchase common shares. |
Financial Information about Ind
Financial Information about Industry Segments | 9 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Financial Information about Industry Segments | 16. Financial Information about Industry Segments Meredith is a diversified media company that utilizes multiple platforms, including broadcast television, print, digital, mobile, and video, to deliver the content consumers desire and to deliver the messages of advertising and marketing partners. On the basis of products and services, the Company has established two reportable segments: national media and local media. There have been no changes in the basis of segmentation since June 30, 2019 . There have been no material intersegment transactions. There are two principal financial measures reported to the chief executive officer (the chief operating decision maker) for use in assessing segment performance and allocating resources. Those measures are operating profit and earnings before interest expense, income taxes, depreciation, and amortization (EBITDA). Operating profit (loss) for segment reporting, disclosed below, is revenues less operating costs excluding unallocated corporate expenses. Segment operating expenses include allocations of certain centrally incurred costs such as employee benefits, occupancy, information systems, accounting services, internal legal staff, and human resources administration. These costs are allocated based on actual usage or other appropriate methods, primarily number of employees. Unallocated corporate expenses are corporate overhead expenses not directly attributable to the operating groups. In accordance with authoritative guidance on disclosures about segments of an enterprise and related information, EBITDA is not presented below. Segment assets include intangible, fixed, and all other non-cash assets identified with each segment. Jointly used assets such as office buildings and information technology equipment are allocated to the segments by appropriate methods, primarily number of employees. Unallocated corporate assets consist primarily of cash and cash items, assets allocated to or identified with corporate staff departments, and other miscellaneous assets not assigned to a segment. The following table presents financial information by segment: Three Months Nine Months Periods ended March 31, 2020 2019 2020 2019 (In millions) Revenues National media $ 506.9 $ 562.3 $ 1,637.0 $ 1,739.1 Local media 195.2 188.4 602.0 665.2 Total revenues, gross 702.1 750.7 2,239.0 2,404.3 Intersegment revenue elimination (0.4 ) (0.6 ) (1.6 ) (1.4 ) Total revenues $ 701.7 $ 750.1 $ 2,237.4 $ 2,402.9 Segment profit (loss) National media $ (303.1 ) $ 54.5 $ (174.5 ) $ 119.6 Local media 24.4 41.6 117.6 215.7 Unallocated corporate (15.3 ) (20.5 ) (60.3 ) (71.8 ) Income (loss) from operations (294.0 ) 75.6 (117.2 ) 263.5 Non-operating income (expense), net (2.4 ) 4.1 (1.0 ) 17.3 Interest expense, net (36.6 ) (38.6 ) (112.4 ) (131.1 ) Earnings (loss) from continuing operations before income taxes $ (333.0 ) $ 41.1 $ (230.6 ) $ 149.7 Depreciation and amortization National media $ 42.2 $ 51.3 $ 137.4 $ 158.7 Local media 9.8 9.4 29.3 27.7 Unallocated corporate 1.5 0.8 3.9 3.9 Total depreciation and amortization $ 53.5 $ 61.5 $ 170.6 $ 190.3 The following table presents assets by segment as of March 31, 2020, and June 30, 2019: (in millions) March 31, 2020 June 30, 2019 Assets National media $ 4,255.9 $ 4,606.8 Local media 1,166.1 1,192.3 Unallocated corporate 242.7 337.8 Total assets $ 5,664.7 $ 6,136.9 |
Subsequent Events Subsequent Ev
Subsequent Events Subsequent Events | 9 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events Common Stock Dividend —On April 17, 2020, the Board of Directors unanimously voted to pause Meredith’s common and class B stock dividends. Compensatory Arrangements —On April 17, 2020, due to the COVID-19 pandemic and the resulting economic disruption, the Board of Directors decided to temporarily reduce the annual base salaries of the Company’s named executive officers and the cash compensation of each of the Company’s non-executive directors. The Chief Executive Officer and each of the non-executive directors have agreed to a temporary 40 percent reduction in his or her cash compensation from May 4, 2020 through September 4, 2020. Additionally, the Company announced it will apply similar temporary salary reductions of up to 30 percent for approximately 60 percent of our workforce. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation —The condensed consolidated financial statements include the accounts of Meredith Corporation and its wholly-owned and majority-owned subsidiaries (Meredith or the Company), after eliminating all significant intercompany balances and transactions. Meredith does not have any off-balance sheet arrangements. |
Basis of Accounting | The financial position and operating results of the Company's foreign operations are consolidated using primarily the local currency as the functional currency. Local currency assets and liabilities are translated at the rates of exchange as of the balance sheet date, and local currency revenues and expenses are translated at average rates of exchange during the period. Translation gains or losses on assets and liabilities are included as a component of accumulated other comprehensive loss. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (U.S. GAAP) for complete financial statements. These 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 (Form 10-K) for the year ended June 30, 2019 , filed with the SEC. The condensed consolidated financial statements as of March 31, 2020 , and for the three and nine months ended March 31, 2020 and 2019 , are unaudited but, in management's opinion, include all adjustments necessary for a fair presentation of the results of interim periods. All such adjustments are of a normal recurring nature. The year-end condensed consolidated balance sheet as of June 30, 2019 , was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year. Additionally, depending on the duration and severity of the novel coronavirus (COVID-19) pandemic, including but not limited to its effects on stock market volatility, supply chain disruptions, reduced travel, the closure of retail establishments, and the cancellation of major sporting and entertainment events, we are uncertain of the ultimate impact that the COVID-19 pandemic could have on our business. |
Reclassification | Reclassification —Certain prior year amounts have been reclassified to conform to the fiscal 2020 presentation. |
Adopted and Pending Accounting Pronouncements | Adopted Accounting Pronouncements — ASU 2016-02—In February 2016, the Financial Accounting Standards Board (FASB) issued an accounting standards update that replaces existing lease accounting standards. The new standard requires lessees to recognize on the balance sheet a right-of-use asset, representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The guidance also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. Treatment of lease payments in the statement of earnings and statement of cash flows is relatively unchanged from previous guidance. This standard is required to be applied using a modified retrospective approach, which gives the option of applying the new guidance as of the effective date with enhanced disclosure requirements for comparative periods presented under prior lease guidance or applying the new standard at the beginning of the earliest comparative period presented. The FASB issued amendments to further clarify provisions of this guidance. The Company adopted the standard, including the amendments made since initial issuance, on July 1, 2019. As the effective date was the date of initial application, prior-period financial information was not updated and disclosures required under the new standard are not provided for dates and periods before July 1, 2019. The Company elected the practical expedient package permitted under transition guidance, which allows prior conclusions about lease identification and initial direct costs to not be reassessed and historical lease classification to be carried forward. The hindsight practical expedient was not elected. Accounting policy elections were made to exempt leases with an initial term of twelve months or less from balance sheet recognition and not separate lease and non-lease components for any asset classes in the current portfolio. The incremental borrowing rate as of July 1, 2019, was utilized for the initial measurement of operating lease liabilities upon adoption of the new leasing standard. Upon adoption, $509.9 million and $541.0 million were recorded for operating lease assets and liabilities, respectively, which includes the impact to previously recorded liabilities associated with deferred rent and exit or disposal costs, and impairments of certain operating lease assets related to conditions that existed prior to adoption, which resulted in a decrease of $7.8 million to retained earnings as of July 1, 2019. The standard did not materially affect the Company’s condensed consolidated results of operations or cash flows. Refer to Note 5 for further information and required disclosures related to this standard. ASU 2017-04—In January 2017, the FASB issued an accounting standards update that simplifies the subsequent measurement of goodwill by eliminating Step 2 of the goodwill impairment test. The Step 2 test required an entity to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, an entity will record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value determined in Step 1. This update also eliminated the qualitative assessment requirements for a reporting unit with zero or negative carrying value. The Company elected to prospectively early adopt this guidance in the first quarter of fiscal 2020 and has applied the guidance to the interim goodwill impairment tests performed in the third quarter of fiscal 2020. ASU 2020-03—In March 2020, the FASB issued new accounting rules to clarify guidance around several subtopics by adopting enhanced verbiage on the following subtopics: fair value option disclosures, fair value measurement, investments—debt and equities securities, debt modifications and extinguishments, credit losses, and sales of financial assets. This guidance is intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The subtopic amendments have different effective dates. Certain of the subtopics applied and were adopted by the Company in the third quarter of fiscal 2020. The adoption of these subtopics did not have a material impact on the Company’s results of operations or cash flows. Certain of the subtopic's become effective in the Company's first quarter of fiscal 2021. The Company is currently evaluating the impact of the adoption of these subtopics, but does not expect their adoption will have a material impact on its consolidated financial statements. SEC Rule 3-10—In March 2020, the SEC issued a final rule that amends the disclosure requirements related to certain registered securities under SEC Regulation S-X, Rule 3-10 (Rule 3-10) which currently requires the Company to separately present financial statements for subsidiary issuers and guarantors of registered debt securities unless certain exceptions are met. The most pertinent portions of the final rule that are currently applicable to the Company include: (i) replacing the previous requirement under Rule 3-10 to provide condensed consolidating financial information in the registrant’s financial statements with a requirement to provide alternative financial disclosures (which include summarized financial information of the parent and any issuers and guarantors, as well as other qualitative disclosures) in either the registrant’s Management’s Discussion & Analysis section or its financial statements; and, (ii) reducing the periods for which summarized financial information is required to the most recent annual period and year-to-date interim period. The final rule is effective for filings on or after January 4, 2021. However early application is permitted. The Company elected to early-adopt the provisions of the final rule during the three months ended March 31, 2020. The new rule reduced quantitative disclosures and accompanying qualitative disclosures as required by this final rule have been relocated from the Notes to the Condensed Consolidated Financial Statements to Item II, Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report on Form 10‑Q. Pending Accounting Pronouncements — Lease Modification Q&A—In April 2020, the FASB staff issued a question and answer document (the Lease Modification Q&A) focused on the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 pandemic. Under existing lease guidance, an entity would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the landlord, which would be accounted for under the lease modification framework, or if a lease concession was under the enforceable rights and obligations that existed in the original lease, which would be accounted for outside the lease modification framework. The Lease Modification Q&A provides entities with the option to elect to account for lease concessions as though the enforceable rights and obligations existed in the original lease. This election is only available when total cash flows resulting from the modified lease are substantially similar to the cash flows in the original lease. As of March 31, 2020, the Company had not modified any of its leases as a result of the COVID-19 pandemic and as a result, has not yet made a determination on whether to elect this option. Accordingly, the Lease Modification Q&A did not have an impact on the Company's condensed consolidated financial statements as of and for the three and nine months ended March 31, 2020. ASU 2020-04—In March 2020, the FASB issued an accounting standards update that provides optional expedients and exceptions for reference rate reform related activities that impact debt, leases, derivatives, and other contracts that reference the London Interbank Offered Rate (LIBOR) or another rate that is expected to be discontinued. The guidance is effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company does not expect this update will have a material impact on its consolidated financial statements and related disclosures. ASU 2019-12—In December 2019, the FASB issued an accounting standards update that simplifies the accounting for income taxes including recognizing a tax basis step-up in goodwill in a transaction that is not a business combination, eliminating certain exceptions for recognizing deferred tax for ownership changes in investments, and interim-period accounting for enacted changes in tax law. This update also clarifies and simplifies other aspects of the accounting for income taxes. Prospective adoption is required in the first quarter of fiscal 2022 with early adoption permitted, including adoption in an interim period. The Company is currently evaluating the impact this update will have on its consolidated financial statements and the timing of adoption. ASU 2016-13—In June 2016, the FASB issued an accounting standards update related to the measurement of credit losses on financial instruments, including trade and loan receivables. This new guidance requires impairments to be measured based on expected losses over the life of the asset rather than incurred losses. A modified retrospective implementation of this standard is effective in the Company’s first quarter of fiscal 2021. The Company is currently evaluating the impact this update will have on our consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Consideration | The following table summarizes the fair value of total consideration transferred and the recognized amounts of identifiable assets acquired and liabilities assumed by acquisition during the nine months ended March 31, 2020 : (In millions) National Media Acquisitions 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 |
Summary of Assets Acquired and Liabilities Assumed | 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 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Major components of inventories are summarized below. (In millions) March 31, 2020 June 30, 2019 Raw materials $ 19.2 $ 42.7 Work in process 17.9 15.4 Finished goods 3.6 4.6 Inventories $ 40.7 $ 62.7 |
Assets Held-for-Sale, Discont_2
Assets Held-for-Sale, Discontinued Operations, and Dispositions (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Major Components of Assets and Liabilities Held-for-Sale | The following table presents the major components which are included in assets held-for-sale and liabilities associated with assets held-for-sale. (in millions) June 30, Current assets Cash and cash equivalents $ 5.1 Accounts receivable, net 78.1 Inventories 0.1 Current portion of subscription acquisition costs 34.4 Other current assets 0.8 Total current assets 118.5 Net property, plant, and equipment 14.3 Subscription acquisition costs 19.2 Other assets 1.0 Intangible assets, net 43.9 Goodwill 124.1 Total assets held-for-sale $ 321.0 Current liabilities Accounts payable $ 45.2 Accrued expenses and other liabilities 27.8 Current portion of unearned revenues 67.9 Deferred sale proceeds 73.2 Total current liabilities 214.1 Unearned revenues 37.6 Other noncurrent liabilities 0.4 Total liabilities associated with assets held-for-sale $ 252.1 |
Amounts Applicable to Discontinued Operations in Income | Amounts applicable to discontinued operations on the Condensed Consolidated Statements of Earnings (Loss) are as follows: Three Months Nine Months Periods ended March 31, 2020 2019 2020 2019 (In millions except per share data) Revenues $ 1.3 $ 69.6 $ 112.1 $ 321.5 Costs and expenses (1.0 ) (74.9 ) (108.6 ) (300.8 ) Impairment of goodwill — — (16.0 ) — Interest expense (0.1 ) (2.7 ) (2.1 ) (18.4 ) Gain on disposal 9.3 0.4 12.3 0.4 Earnings (loss) before income taxes 9.5 (7.6 ) (2.3 ) 2.7 Income tax benefit (expense) (4.5 ) 2.9 (23.0 ) (76.1 ) Gain (loss) from discontinued operations, net of income taxes $ 5.0 $ (4.7 ) $ (25.3 ) $ (73.4 ) Gain (loss) per share from discontinued operations Basic $ 0.11 $ (0.10 ) $ (0.56 ) $ (1.63 ) Diluted 0.11 (0.10 ) (0.56 ) (1.61 ) |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Lease, Cost | The total lease cost for operating leases included within the selling, general, and administrative line on the Condensed Consolidated Statements of Earnings (Loss) was as follows: Periods ended March 31, 2020 Three Months Nine Months (In millions) Operating lease cost $ 16.6 $ 50.1 Variable lease cost 0.7 1.8 Short term lease cost 0.1 0.3 Sublease income (1.2 ) (4.7 ) Total lease cost $ 16.2 $ 47.5 |
Supplemental Information | The table below presents supplemental information related to operating leases: Nine months ended March 31, 2020 (In millions except for lease term and discount rate) Operating cash flows for operating leases $ 48.8 Noncash lease liabilities arising from obtaining operating lease assets 6.3 Weighted average remaining lease term (in years) 11.3 Weighted average discount rate 5.4 % |
Lease Maturity Schedule | Maturities of operating lease liabilities as of March 31, 2020 , were as follows: Years ending June 30, (In millions) 2020 $ 15.5 2021 61.4 2022 60.2 2023 59.8 2024 61.3 Thereafter 432.6 Total lease payments 690.8 Less: Interest (178.5 ) Present value of lease liabilities $ 512.3 |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under operating leases as of June 30, 2019, were as follows: Payments Due In Years ending June 30, 2020 2021 2022 2023 2024 Thereafter Total (In millions) Operating leases $ 61.3 $ 57.5 $ 54.9 $ 52.4 $ 52.8 $ 397.7 $ 676.6 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following: March 31, 2020 June 30, 2019 (In millions) Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization National media Advertiser relationships $ 211.0 $ (152.5 ) $ 58.5 $ 213.3 $ (102.0 ) $ 111.3 Publisher relationships 132.8 (39.2 ) 93.6 125.0 (25.4 ) 99.6 Partner relationships 98.2 (34.7 ) 63.5 98.2 (22.7 ) 75.5 Customer relationships 70.4 (65.1 ) 5.3 67.5 (46.3 ) 21.2 Other 26.2 (16.0 ) 10.2 23.2 (14.9 ) 8.3 Local media Network affiliation agreements 229.3 (159.9 ) 69.4 229.3 (155.1 ) 74.2 Advertiser relationships 12.5 (9.0 ) 3.5 12.5 (5.8 ) 6.7 Retransmission agreements 27.9 (22.2 ) 5.7 27.9 (19.1 ) 8.8 Other 1.7 (1.5 ) 0.2 1.7 (1.2 ) 0.5 Total $ 810.0 $ (500.1 ) 309.9 $ 798.6 $ (392.5 ) 406.1 Intangible assets not subject to amortization National media Trademarks 705.7 724.5 Internet domain names 8.3 7.8 Local media FCC licenses 652.9 675.2 Total 1,366.9 1,407.5 Intangible assets, net $ 1,676.8 $ 1,813.6 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets consisted of the following: March 31, 2020 June 30, 2019 (In millions) Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization National media Advertiser relationships $ 211.0 $ (152.5 ) $ 58.5 $ 213.3 $ (102.0 ) $ 111.3 Publisher relationships 132.8 (39.2 ) 93.6 125.0 (25.4 ) 99.6 Partner relationships 98.2 (34.7 ) 63.5 98.2 (22.7 ) 75.5 Customer relationships 70.4 (65.1 ) 5.3 67.5 (46.3 ) 21.2 Other 26.2 (16.0 ) 10.2 23.2 (14.9 ) 8.3 Local media Network affiliation agreements 229.3 (159.9 ) 69.4 229.3 (155.1 ) 74.2 Advertiser relationships 12.5 (9.0 ) 3.5 12.5 (5.8 ) 6.7 Retransmission agreements 27.9 (22.2 ) 5.7 27.9 (19.1 ) 8.8 Other 1.7 (1.5 ) 0.2 1.7 (1.2 ) 0.5 Total $ 810.0 $ (500.1 ) 309.9 $ 798.6 $ (392.5 ) 406.1 Intangible assets not subject to amortization National media Trademarks 705.7 724.5 Internet domain names 8.3 7.8 Local media FCC licenses 652.9 675.2 Total 1,366.9 1,407.5 Intangible assets, net $ 1,676.8 $ 1,813.6 |
Schedule of Goodwill | Changes in the carrying amount of goodwill were as follows: Nine months ended March 31, 2020 2019 (In millions) National Local Total National Local Total Goodwill at beginning of period $ 1,862.8 $ 116.6 $ 1,979.4 $ 1,800.0 $ 115.8 $ 1,915.8 Acquisitions 6.7 — 6.7 10.6 0.8 11.4 Disposals (16.7 ) — (16.7 ) — — — Acquisition adjustments 2.4 — 2.4 52.2 — 52.2 Impairment (252.7 ) — (252.7 ) — — — Goodwill at end of period $ 1,602.5 $ 116.6 $ 1,719.1 $ 1,862.8 $ 116.6 $ 1,979.4 |
Restructuring Accrual (Tables)
Restructuring Accrual (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | Details of the severance and related benefit costs by segment for these performance improvement plans are as follows: Amount Accrued in the Period Total Amount Expected to be Incurred Three Months Nine Months Periods ended March 31, 2020 2019 2020 2019 (in millions) National media $ 1.7 $ 4.7 $ 10.5 $ 28.0 $ 10.5 Local media — — 2.4 1.7 2.4 Unallocated Corporate 0.6 4.5 3.1 14.8 3.1 $ 2.3 $ 9.2 $ 16.0 $ 44.5 $ 16.0 Details of changes in the Company's restructuring accrual are as follows: Employee Terminations Employee Terminations Other Exit Costs Total Nine months ended March 31, 2020 2019 2019 2019 (In millions) Balance at beginning of period $ 43.7 $ 101.3 $ 6.3 $ 107.6 Accruals 16.0 44.5 24.5 69.0 Cash payments (42.4 ) (84.6 ) (11.9 ) (96.5 ) Reversal of excess accrual — (7.2 ) (1.6 ) (8.8 ) Balance at end of period $ 17.3 $ 54.0 $ 17.3 $ 71.3 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following: March 31, 2020 June 30, 2019 (In millions) Principal Balance Unamortized Discount and Debt Issuance Costs Carrying Principal Balance Unamortized Discount and Debt Issuance Costs Carrying Variable-rate credit facility Senior credit facility term loan, due 1/31/2025 $ 1,062.5 $ (13.7 ) $ 1,048.8 $ 1,062.5 $ (15.6 ) $ 1,046.9 Revolving credit facility of $350 million, due 1/31/2023 35.0 — 35.0 35.0 — 35.0 Senior Unsecured Notes 6.875% senior notes, due 2/1/2026 1,272.9 (19.5 ) 1,253.4 1,272.9 (21.5 ) 1,251.4 Total long-term debt $ 2,370.4 $ (33.2 ) $ 2,337.2 $ 2,370.4 $ (37.1 ) $ 2,333.3 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Assets Measured at Fair Value on a Recurring Basis | The following table sets forth the carrying value and the estimated fair value of the Company's financial instruments not measured at fair value on a recurring basis: March 31, 2020 June 30, 2019 (In millions) Carrying Value Fair Value Carrying Value Fair Value Broadcast rights payable $ 16.3 $ 15.3 $ 15.0 $ 13.6 Total long-term debt 2,337.2 2,073.2 2,333.3 2,452.9 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table sets forth the assets and liabilities measured at fair value on a recurring basis: (In millions) March 31, 2020 June 30, Accrued expenses and other liabilities Contingent consideration $ 1.7 $ — Deferred compensation plans 3.7 4.7 Other noncurrent liabilities Contingent consideration 3.5 0.8 Deferred compensation plans 14.1 16.2 |
Changes in Fair Value of Level 3 Contingent Consideration on a Recurring Basis | The following table presents changes in the Level 3 fair value of contingent consideration: Nine months ended March 31, 2020 2019 (In millions) Contingent consideration Balance at beginning of period $ 0.8 $ 25.4 Additions due to acquisitions 4.1 — Payments — (19.3 ) Fair value adjustment of contingent consideration 0.3 (3.1 ) Balance at end of period $ 5.2 $ 3.0 |
Changes in Fair Value of Level 3 Assets On a Nonrecurring Basis | The following table presents changes in the Level 3 fair value of certain assets measured on a non-recurring basis: As of and for the nine months ended March 31, 2020 Net Property, Plant, and Equipment 1 Operating Lease Assets 2 Intangible Assets, net 3 Goodwill 4 (In millions) Assets subject to impairment charges Carrying value prior to impairment $ 40.1 $ 110.8 $ 126.6 $ 1,855.2 Impairment charge (23.4 ) (64.5 ) (48.7 ) (252.7 ) Carrying value after impairment 16.7 46.3 77.9 1,602.5 Carrying value of assets not subject to impairment charge 396.0 368.8 1,598.9 116.6 Balance as of March 31, 2020 $ 412.7 $ 415.1 $ 1,676.8 $ 1,719.1 1 Represents leasehold improvements and furniture and fixtures partially impaired with its associated operating lease asset at March 31, 2020. For further details, refer to Note 5. 2 Represents an operating lease asset that was partially impaired at March 31, 2020. For further details, refer to Note 5. 3 Represents a local media FCC license partially impaired at March 31, 2020, and five national media trademarks. One trademark was fully impaired at September 30, 2019, and four additional were partially impaired at March 31, 2020. For further details, refer to Note 6. 4 Represents national media goodwill partially impaired at March 31, 2020. For further details, refer to Note 6. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | A reconciliation of disaggregated revenue to segment revenue (as provided in Note 16 ) is as follows. Three months ended March 31, 2020 National Media Local Media Intersegment Elimination Total (In millions) Advertising related Print $ 136.3 $ — $ — $ 136.3 Non-political spot — 70.8 — 70.8 Political spot — 10.5 — 10.5 Digital 84.6 4.4 — 89.0 Third party sales 11.9 14.0 (0.4 ) 25.5 Total advertising related 232.8 99.7 (0.4 ) 332.1 Consumer related Subscription 150.7 — — 150.7 Retransmission — 92.2 — 92.2 Newsstand 45.4 — — 45.4 Affinity marketing 16.3 — — 16.3 Licensing 25.3 — — 25.3 Digital and other consumer driven 15.7 — — 15.7 Total consumer related 253.4 92.2 — 345.6 Other Projects based 15.4 — — 15.4 Other 5.3 3.3 — 8.6 Total other 20.7 3.3 — 24.0 Total revenues $ 506.9 $ 195.2 $ (0.4 ) $ 701.7 Three Months Ended March 31, 2019 National Media Local Media Intersegment Elimination Total (In millions) Advertising related Print $ 166.1 $ — $ — $ 166.1 Non-political spot — 79.9 — 79.9 Political spot — 0.7 — 0.7 Digital 87.8 3.7 — 91.5 Third party sales 13.4 17.0 (0.6 ) 29.8 Total advertising related 267.3 101.3 (0.6 ) 368.0 Consumer related Subscription 184.7 — — 184.7 Retransmission — 84.7 — 84.7 Newsstand 43.3 — — 43.3 Affinity marketing 20.0 — — 20.0 Licensing 20.1 — — 20.1 Digital and other consumer driven 12.1 — — 12.1 Total consumer related 280.2 84.7 — 364.9 Other Projects based 10.6 — — 10.6 Other 4.2 2.4 — 6.6 Total other 14.8 2.4 — 17.2 Total revenues $ 562.3 $ 188.4 $ (0.6 ) $ 750.1 Nine months ended March 31, 2020 National Media Local Media Intersegment Elimination Total (In millions) Advertising related Print $ 446.1 $ — $ — $ 446.1 Non-political spot — 237.1 — 237.1 Political spot — 17.5 — 17.5 Digital 308.4 13.5 — 321.9 Third party sales 51.3 66.7 (1.6 ) 116.4 Total advertising related 805.8 334.8 (1.6 ) 1,139.0 Consumer related Subscription 461.0 — — 461.0 Retransmission — 256.9 — 256.9 Newsstand 125.7 — — 125.7 Affinity marketing 50.2 — — 50.2 Licensing 69.7 — — 69.7 Digital and other consumer driven 54.1 — — 54.1 Total consumer related 760.7 256.9 — 1,017.6 Other Projects based 44.9 — — 44.9 Other 25.6 10.3 — 35.9 Total other 70.5 10.3 — 80.8 Total revenues $ 1,637.0 $ 602.0 $ (1.6 ) $ 2,237.4 Nine Months Ended March 31, 2019 National Media Local Media Intersegment Elimination Total (In millions) Advertising related Print $ 518.7 $ — $ — $ 518.7 Non-political spot — 242.4 — 242.4 Political spot — 102.6 — 102.6 Digital 295.6 11.6 — 307.2 Third party sales 46.6 69.7 (1.4 ) 114.9 Total advertising related 860.9 426.3 (1.4 ) 1,285.8 Consumer related Subscription 537.4 — — 537.4 Retransmission — 232.1 — 232.1 Newsstand 125.9 — — 125.9 Affinity marketing 57.2 — — 57.2 Licensing 68.6 — — 68.6 Digital and other consumer driven 39.7 — — 39.7 Total consumer related 828.8 232.1 — 1,060.9 Other Projects based 33.5 — — 33.5 Other 15.9 6.8 — 22.7 Total other 49.4 6.8 — 56.2 Total revenues $ 1,739.1 $ 665.2 $ (1.4 ) $ 2,402.9 |
Pension and Postretirement Be_2
Pension and Postretirement Benefit Plans (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of Net Periodic Benefit Costs | The following table presents the components of net periodic benefit costs for Meredith's pension and postretirement benefit plans: Three Months Nine Months Periods ended March 31, 2020 2019 2020 2019 (In millions) Domestic Pension Benefits Service cost $ 2.4 $ 3.0 $ 7.4 $ 8.8 Interest cost 1.2 1.6 3.9 4.9 Expected return on plan assets (2.4 ) (2.4 ) (7.2 ) (7.3 ) Prior service cost amortization 0.1 0.1 0.4 0.4 Actuarial loss amortization 0.5 0.4 1.7 1.4 Settlement charge 3.5 — 12.3 — Net periodic benefit costs $ 5.3 $ 2.7 $ 18.5 $ 8.2 International Pension Benefits Service cost $ — $ — $ — $ 0.1 Interest cost 3.6 4.3 10.9 12.9 Expected return on plan assets (4.6 ) (8.1 ) (13.9 ) (24.1 ) Prior service credit amortization — — 0.1 — Settlement charge 0.6 — 0.6 — Net periodic benefit credit $ (0.4 ) $ (3.8 ) $ (2.3 ) $ (11.1 ) Postretirement Benefits Interest cost $ 0.1 $ 0.1 $ 0.2 $ 0.3 Actuarial gain amortization (0.1 ) (0.1 ) (0.4 ) (0.4 ) Net periodic benefit credit $ — $ — $ (0.2 ) $ (0.1 ) |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the calculations of basic earnings (loss) per common share: Three Months Nine Months Periods ended March 31, 2020 2019 2020 2019 (In millions except per share data) Net earnings (loss) $ (284.4 ) $ 23.7 $ (240.5 ) $ 59.3 Participating warrants dividend (1.0 ) (0.9 ) (2.8 ) (2.7 ) Preferred stock dividend (14.0 ) (13.5 ) (42.5 ) (41.9 ) Accretion of redeemable, convertible Series A preferred stock (4.6 ) (4.6 ) (13.6 ) (13.2 ) Other securities dividends (0.1 ) — (0.6 ) (1.0 ) Earnings (loss) attributable to common shareholders $ (304.1 ) $ 4.7 $ (300.0 ) $ 0.5 Basic weighted average common shares outstanding 45.7 45.3 45.7 45.3 Basic earnings (loss) per common share $ (6.65 ) $ 0.10 $ (6.57 ) $ 0.01 Diluted earnings (loss) per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The dilutive effects of these share-based awards were computed using the two-class method. Three Months Nine Months Periods ended March 31, 2020 2019 2020 2019 (In millions except per share data) Basic weighted-average common shares outstanding 45.7 45.3 45.7 45.3 Dilutive effect of stock options and equivalents — 0.3 — 0.4 Diluted weighted-average shares outstanding 45.7 45.6 45.7 45.7 Diluted earnings (loss) attributable to common shareholders $ (304.1 ) $ 4.7 $ (300.0 ) $ 1.1 Diluted earnings (loss) per common share (6.65 ) 0.10 (6.57 ) 0.02 |
Financial Information about I_2
Financial Information about Industry Segments (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents financial information by segment: Three Months Nine Months Periods ended March 31, 2020 2019 2020 2019 (In millions) Revenues National media $ 506.9 $ 562.3 $ 1,637.0 $ 1,739.1 Local media 195.2 188.4 602.0 665.2 Total revenues, gross 702.1 750.7 2,239.0 2,404.3 Intersegment revenue elimination (0.4 ) (0.6 ) (1.6 ) (1.4 ) Total revenues $ 701.7 $ 750.1 $ 2,237.4 $ 2,402.9 Segment profit (loss) National media $ (303.1 ) $ 54.5 $ (174.5 ) $ 119.6 Local media 24.4 41.6 117.6 215.7 Unallocated corporate (15.3 ) (20.5 ) (60.3 ) (71.8 ) Income (loss) from operations (294.0 ) 75.6 (117.2 ) 263.5 Non-operating income (expense), net (2.4 ) 4.1 (1.0 ) 17.3 Interest expense, net (36.6 ) (38.6 ) (112.4 ) (131.1 ) Earnings (loss) from continuing operations before income taxes $ (333.0 ) $ 41.1 $ (230.6 ) $ 149.7 Depreciation and amortization National media $ 42.2 $ 51.3 $ 137.4 $ 158.7 Local media 9.8 9.4 29.3 27.7 Unallocated corporate 1.5 0.8 3.9 3.9 Total depreciation and amortization $ 53.5 $ 61.5 $ 170.6 $ 190.3 The following table presents assets by segment as of March 31, 2020, and June 30, 2019: (in millions) March 31, 2020 June 30, 2019 Assets National media $ 4,255.9 $ 4,606.8 Local media 1,166.1 1,192.3 Unallocated corporate 242.7 337.8 Total assets $ 5,664.7 $ 6,136.9 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Jul. 01, 2019 | Jun. 30, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease assets | $ 415.1 | $ 509.9 | |
Operating lease liabilities | 512.3 | 541 | |
Decrease to retained earnings | $ (371.6) | $ (759) | |
Retained Earnings | Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Decrease to retained earnings | $ 7.8 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Millions | Oct. 29, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Sep. 01, 2019 | Jun. 30, 2019 |
Business Acquisition [Line Items] | |||||||
Asset acquisition, consideration transferred | $ 15.9 | ||||||
Goodwill | $ 1,719.1 | $ 1,979.4 | $ 1,719.1 | $ 1,979.4 | $ 1,979.4 | ||
Selling, general, and administrative expense | 294.2 | 309.7 | 963.4 | 1,006 | |||
Income tax expense (benefit) | (43.6) | $ 12.7 | (15.4) | $ 17 | |||
Stop, Breathe & Think | |||||||
Business Acquisition [Line Items] | |||||||
Asset acquisition, consideration transferred | $ 7.2 | ||||||
Fair value of total consideration transferred | 13.3 | ||||||
Cash | 9.2 | ||||||
Contingent consideration | $ 4.1 | ||||||
Minimum estimated future payments, contingent consideration | 0 | 0 | |||||
Maximum estimated future payments, contingent consideration | 6 | 6 | |||||
Goodwill | 6.7 | $ 6.7 | |||||
Publisher relationships | |||||||
Business Acquisition [Line Items] | |||||||
Acquired finite-lived intangible assets, weighted average useful life | 9 years | ||||||
Customer lists | |||||||
Business Acquisition [Line Items] | |||||||
Acquired finite-lived intangible assets, weighted average useful life | 3 years | ||||||
Minimum | Other | |||||||
Business Acquisition [Line Items] | |||||||
Acquired finite-lived intangible assets, weighted average useful life | 4 years | ||||||
Maximum | Other | |||||||
Business Acquisition [Line Items] | |||||||
Acquired finite-lived intangible assets, weighted average useful life | 5 years | ||||||
Restatement Adjustment | Opening Balance Sheet Impact | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 7.4 | $ 7.4 | |||||
Selling, general, and administrative expense | (10) | (10) | |||||
Income tax expense (benefit) | $ 2.6 | $ 2.6 |
Acquisitions - Summary of Estim
Acquisitions - Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | |
Recognized amounts of identifiable assets acquired and liabilities assumed | |||
Goodwill | $ 1,719.1 | $ 1,979.4 | $ 1,979.4 |
National Media Acquisitions | |||
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 | ||
Net assets acquired | $ 29.2 |
Acquisitions - Summary of Asset
Acquisitions - Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Oct. 29, 2019 | Sep. 01, 2019 |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 15.9 | |
magazines.com | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization | 7.8 | |
Intangible assets not subject to amortization | 8.1 | |
Total intangible assets | 15.9 | |
magazines.com | Publisher relationships | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization | 7.8 | |
magazines.com | Customer lists | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization | 0 | |
magazines.com | Other | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization | 0 | |
magazines.com | Trademark | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets not subject to amortization | 7.6 | |
magazines.com | Internet domain names | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets not subject to amortization | $ 0.5 | |
Stop, Breathe & Think | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization | $ 7.2 | |
Intangible assets not subject to amortization | 0 | |
Total intangible assets | 7.2 | |
Stop, Breathe & Think | Publisher relationships | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization | 0 | |
Stop, Breathe & Think | Customer lists | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization | 2.9 | |
Stop, Breathe & Think | Other | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization | 4.3 | |
Stop, Breathe & Think | Trademark | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets not subject to amortization | 0 | |
Stop, Breathe & Think | Internet domain names | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets not subject to amortization | $ 0 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Jun. 30, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 19.2 | $ 42.7 |
Work in process | 17.9 | 15.4 |
Finished goods | 3.6 | 4.6 |
Inventories | $ 40.7 | $ 62.7 |
Assets Held-for-Sale, Discont_3
Assets Held-for-Sale, Discontinued Operations, and Dispositions - Major Components of Assets and Liabilities Held-for-Sale (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Jun. 30, 2019 |
Current assets | ||
Total current assets | $ 0 | $ 321 |
Current liabilities | ||
Total current liabilities | $ 0 | 252.1 |
Discontinued Operations, Held-for-sale | ||
Current assets | ||
Cash and cash equivalents | 5.1 | |
Accounts receivable, net | 78.1 | |
Inventories | 0.1 | |
Current portion of subscription acquisition costs | 34.4 | |
Other current assets | 0.8 | |
Total current assets | 118.5 | |
Net property, plant, and equipment | 14.3 | |
Subscription acquisition costs | 19.2 | |
Other assets | 1 | |
Intangible assets, net | 43.9 | |
Goodwill | 124.1 | |
Total assets held-for-sale | 321 | |
Current liabilities | ||
Accounts payable | 45.2 | |
Accrued expenses and other liabilities | 27.8 | |
Current portion of unearned revenues | 67.9 | |
Deferred sale proceeds | 73.2 | |
Total current liabilities | 214.1 | |
Unearned revenues | 37.6 | |
Other noncurrent liabilities | 0.4 | |
Total liabilities associated with assets held-for-sale | $ 252.1 |
Assets Held-for-Sale, Discont_4
Assets Held-for-Sale, Discontinued Operations, and Dispositions - Amounts Applicable to Discontinued Operations in Income (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain (loss) from discontinued operations, net of income taxes | $ 5 | $ (4.7) | $ (25.3) | $ (73.4) | |
Basic earnings (loss) per share form discontinued operations (in usd per share) | $ 0.11 | $ (0.10) | $ (0.56) | $ (1.63) | |
Diluted earnings (loss) per share form discontinued operations (in usd per share) | $ 0.11 | $ (0.10) | $ (0.56) | $ (1.61) | |
Discontinued Operations, Held-for-sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Revenues | $ 1.3 | $ 69.6 | $ 112.1 | $ 321.5 | |
Costs and expenses | (1) | (74.9) | (108.6) | (300.8) | |
Impairment of goodwill | 0 | $ (4.2) | 0 | (16) | 0 |
Interest expense | (0.1) | (2.7) | (2.1) | (18.4) | |
Gain on disposal | 9.3 | 0.4 | 12.3 | 0.4 | |
Earnings (loss) before income taxes | 9.5 | (7.6) | (2.3) | 2.7 | |
Income tax benefit (expense) | (4.5) | 2.9 | (23) | (76.1) | |
Gain (loss) from discontinued operations, net of income taxes | $ 5 | $ (4.7) | $ (25.3) | $ (73.4) | |
Basic earnings (loss) per share form discontinued operations (in usd per share) | $ 0.11 | $ (0.10) | $ (0.56) | $ (1.63) | |
Diluted earnings (loss) per share form discontinued operations (in usd per share) | $ 0.11 | $ (0.10) | $ (0.56) | $ (1.61) |
Assets Held-for-Sale, Discont_5
Assets Held-for-Sale, Discontinued Operations, and Dispositions - Narrative (Details) - USD ($) $ in Millions | Oct. 03, 2019 | Feb. 29, 2020 | Jan. 31, 2020 | Oct. 31, 2019 | May 31, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Share-based compensation benefit | $ 11.9 | $ 18.6 | |||||||||
Goodwill impairment | 252.7 | 0 | |||||||||
Total revenues | $ 701.7 | $ 750.1 | 2,237.4 | 2,402.9 | |||||||
Discontinued Operations, Held-for-sale | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Share-based compensation benefit | 0.8 | 2 | |||||||||
Disposal group, including discontinued operation, goodwill, impairment loss | 0 | $ 4.2 | 0 | 16 | 0 | ||||||
Gain (loss) on disposal | 9.3 | $ 0.4 | 12.3 | $ 0.4 | |||||||
Sports Illustrated | Discontinued Operations, Held-for-sale | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Cash received from other disposition | $ 90 | ||||||||||
Disposal group, including discontinued operation, working capital adjustments | $ 0.7 | ||||||||||
Cash divested from deconsolidation | $ 7.6 | ||||||||||
FanSided | Discontinued Operations, Held-for-sale | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Cash received from other disposition | $ 16.4 | ||||||||||
Goodwill impairment | $ 11.8 | ||||||||||
Xumo | Discontinued Operations, Held-for-sale | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Cash received from other disposition | $ 37.4 | ||||||||||
Gain (loss) on disposal | 8.6 | ||||||||||
Viant | Discontinued Operations, Disposed of by Sale | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Cash received from other disposition | $ 25 | ||||||||||
Gain (loss) on disposal | $ 3 | ||||||||||
Money brand | Discontinued Operations, Disposed of by Sale | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Cash received from other disposition | 24.9 | ||||||||||
Gain (loss) on disposal | $ 8.3 | ||||||||||
Outsourcing Agreement | Total other | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Total revenues | 1.4 | 7.4 | |||||||||
Transition Services Agreement | Selling, General, and Administrative Expenses | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Total revenues | $ 1.8 | $ 10.8 | |||||||||
Minimum | Outsourcing Agreement | Selling, General, and Administrative Expenses | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Outsourcing agreement, term | 1 year | ||||||||||
Maximum | Outsourcing Agreement | TIME and Fortune Brands | Selling, General, and Administrative Expenses | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Outsourcing agreement, term | 4 years |
Leases - Narratives (Details)
Leases - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Operating Leased Assets [Line Items] | ||||
Purchase of the underlying assets of a lease arrangement | $ 3.3 | $ 45.6 | $ 28.6 | |
Derecognition of operating lease assets | $ 1.5 | 2.6 | ||
Derecognition of lease liability | 1.5 | $ 2.5 | ||
Impairment charges | 87.9 | 405.3 | 0 | |
Finance lease assets | 3.4 | 3.4 | ||
Finance lease liability, current | 0.8 | 0.8 | ||
Long-term finance lease liabilities | 3.2 | 3.2 | ||
Interest expense | 0.1 | 0.3 | ||
Amortizaiton of finance lease | $ 0.2 | 0.6 | ||
Operating cash flows from finance leases | 0.2 | |||
Financing cash flows | $ 0.8 | $ 0 | ||
Weighted average remaining lease term | 5 years 2 months 12 days | 5 years 2 months 12 days | ||
Weighted average interest rate | 6.60% | 6.60% | ||
Rental revenue | $ 0.3 | $ 0.8 | ||
Minimum | ||||
Operating Leased Assets [Line Items] | ||||
Operating lease term | 1 month | 1 month | ||
Finance lease term | 3 years | 3 years | ||
Maximum | ||||
Operating Leased Assets [Line Items] | ||||
Operating lease term | 30 years | 30 years | ||
Finance lease term | 6 years | 6 years | ||
Operating Lease Asset | National media | ||||
Operating Leased Assets [Line Items] | ||||
Impairment charges | $ 64.5 | |||
Leasehold Improvements and Furniture and Fixtures | National media | ||||
Operating Leased Assets [Line Items] | ||||
Impairment charges | 23.4 | |||
FanSided | ||||
Operating Leased Assets [Line Items] | ||||
Derecognition of operating lease assets | 1.4 | |||
Derecognition of lease liability | $ 1.4 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Mar. 31, 2020 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 16.6 | $ 50.1 |
Variable lease cost | 0.7 | 1.8 |
Short term lease cost | 0.1 | 0.3 |
Sublease income | (1.2) | (4.7) |
Total lease cost | $ 16.2 | $ 47.5 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) $ in Millions | 9 Months Ended |
Mar. 31, 2020USD ($) | |
Leases [Abstract] | |
Operating cash flows for operating leases | $ 48.8 |
Noncash lease liabilities arising from obtaining operating lease assets | $ 6.3 |
Weighted average remaining lease term (in years) | 11 years 3 months 18 days |
Weighted average discount rate | 5.40% |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturity Under 842 (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Jul. 01, 2019 |
Leases [Abstract] | ||
2020 | $ 15.5 | |
2021 | 61.4 | |
2022 | 60.2 | |
2023 | 59.8 | |
2024 | 61.3 | |
Thereafter | 432.6 | |
Total lease payments | 690.8 | |
Less: Interest | (178.5) | |
Present value of lease liabilities | $ 512.3 | $ 541 |
Leases - Operating Lease Liabil
Leases - Operating Lease Liability Maturity Under 840 (Details) $ in Millions | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 61.3 |
2021 | 57.5 |
2022 | 54.9 |
2023 | 52.4 |
2024 | 52.8 |
Thereafter | 397.7 |
Total | 676.6 |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
Future minimum sublease income, 2020 | 7.7 |
Future minimum sublease income, 2021 | 8.7 |
Future minimum sublease income, 2022 | 9.3 |
Future minimum sublease income, 2023 | 9.1 |
Future minimum sublease income, 2024 | 9.5 |
Future minimum sublease income, thereafter | $ 24.2 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization, gross amount | $ 810 | $ 810 | $ 798.6 | ||
Intangible assets subject to amortization, accumulated amortization | (500.1) | (500.1) | (392.5) | ||
Intangible assets subject to amortization, net amount | 309.9 | 309.9 | 406.1 | ||
Indefinite-lived Intangible Assets [Line Items] | |||||
Intangible assets not subject to amortization | 1,366.9 | 1,366.9 | 1,407.5 | ||
Intangible assets, net | 1,676.8 | 1,676.8 | 1,813.6 | ||
Amortization expense | 111.6 | $ 116.3 | |||
Future amortization expense for intangible assets [Abstract] | |||||
Future amortization expense, fiscal 2020 | 142.9 | 142.9 | |||
Future amortization expense, fiscal 2021 | 90.3 | 90.3 | |||
Future amortization expense, fiscal 2022 | 44.5 | 44.5 | |||
Future amortization expense, fiscal 2023 | 42 | 42 | |||
Future amortization expense, fiscal 2024 | 33.9 | 33.9 | |||
Trademarks | National media | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Intangible assets not subject to amortization | 705.7 | 705.7 | 724.5 | ||
Future amortization expense for intangible assets [Abstract] | |||||
Impairment of intangible assets, indefinite-lived (excluding goodwill) | 21.2 | $ 5.2 | |||
Internet domain names | National media | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Intangible assets not subject to amortization | 8.3 | 8.3 | 7.8 | ||
FCC licenses | Local media | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Intangible assets not subject to amortization | 652.9 | 652.9 | 675.2 | ||
Future amortization expense for intangible assets [Abstract] | |||||
Impairment of Intangible Assets (Excluding Goodwill) | 22.3 | ||||
Network affiliation agreements | Local media | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization, gross amount | 229.3 | 229.3 | 229.3 | ||
Intangible assets subject to amortization, accumulated amortization | (159.9) | (159.9) | (155.1) | ||
Intangible assets subject to amortization, net amount | 69.4 | 69.4 | 74.2 | ||
Advertiser relationships | National media | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization, gross amount | 211 | 211 | 213.3 | ||
Intangible assets subject to amortization, accumulated amortization | (152.5) | (152.5) | (102) | ||
Intangible assets subject to amortization, net amount | 58.5 | 58.5 | 111.3 | ||
Advertiser relationships | Local media | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization, gross amount | 12.5 | 12.5 | 12.5 | ||
Intangible assets subject to amortization, accumulated amortization | (9) | (9) | (5.8) | ||
Intangible assets subject to amortization, net amount | 3.5 | 3.5 | 6.7 | ||
Publisher relationships | National media | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization, gross amount | 132.8 | 132.8 | 125 | ||
Intangible assets subject to amortization, accumulated amortization | (39.2) | (39.2) | (25.4) | ||
Intangible assets subject to amortization, net amount | 93.6 | 93.6 | 99.6 | ||
Partner relationships | National media | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization, gross amount | 98.2 | 98.2 | 98.2 | ||
Intangible assets subject to amortization, accumulated amortization | (34.7) | (34.7) | (22.7) | ||
Intangible assets subject to amortization, net amount | 63.5 | 63.5 | 75.5 | ||
Customer relationships | National media | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization, gross amount | 70.4 | 70.4 | 67.5 | ||
Intangible assets subject to amortization, accumulated amortization | (65.1) | (65.1) | (46.3) | ||
Intangible assets subject to amortization, net amount | 5.3 | 5.3 | 21.2 | ||
Retransmission agreements | Local media | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization, gross amount | 27.9 | 27.9 | 27.9 | ||
Intangible assets subject to amortization, accumulated amortization | (22.2) | (22.2) | (19.1) | ||
Intangible assets subject to amortization, net amount | 5.7 | 5.7 | 8.8 | ||
Other | National media | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization, gross amount | 26.2 | 26.2 | 23.2 | ||
Intangible assets subject to amortization, accumulated amortization | (16) | (16) | (14.9) | ||
Intangible assets subject to amortization, net amount | 10.2 | 10.2 | 8.3 | ||
Other | Local media | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization, gross amount | 1.7 | 1.7 | 1.7 | ||
Intangible assets subject to amortization, accumulated amortization | (1.5) | (1.5) | (1.2) | ||
Intangible assets subject to amortization, net amount | $ 0.2 | $ 0.2 | $ 0.5 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Goodwill [Roll Forward] | ||||
Goodwill at beginning of period | $ 1,979.4 | $ 1,915.8 | ||
Acquisitions | 6.7 | 11.4 | ||
Disposals | (16.7) | 0 | ||
Acquisition adjustments | 2.4 | 52.2 | ||
Impairment charge | (252.7) | 0 | ||
Goodwill at end of period | $ 1,719.1 | $ 1,979.4 | 1,719.1 | 1,979.4 |
Income tax expense (benefit) | (43.6) | 12.7 | (15.4) | 17 |
National media | ||||
Goodwill [Roll Forward] | ||||
Goodwill at beginning of period | 1,862.8 | 1,800 | ||
Acquisitions | 6.7 | 10.6 | ||
Disposals | (16.7) | 0 | ||
Acquisition adjustments | 2.4 | 52.2 | ||
Impairment charge | (252.7) | 0 | ||
Goodwill at end of period | 1,602.5 | 1,862.8 | 1,602.5 | 1,862.8 |
Income tax expense (benefit) | (26.9) | |||
Local media | ||||
Goodwill [Roll Forward] | ||||
Goodwill at beginning of period | 116.6 | 115.8 | ||
Acquisitions | 0 | 0.8 | ||
Disposals | 0 | 0 | ||
Acquisition adjustments | 0 | 0 | ||
Impairment charge | 0 | 0 | ||
Goodwill at end of period | $ 116.6 | $ 116.6 | $ 116.6 | $ 116.6 |
Restructuring Accrual - Narrati
Restructuring Accrual - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||||||
Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018employee | Mar. 31, 2020USD ($)employee | Mar. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||||||
Acquisition, disposition, and restructuring related activities | $ 6.5 | $ 16.8 | $ 20.1 | $ 61.6 | |||||
Earnings (loss) from discontinued operations, net of income taxes | 5 | (4.7) | (25.3) | (73.4) | |||||
Restructuring liability | 17.3 | 71.3 | 17.3 | 71.3 | $ 107.6 | ||||
Restructuring liability, current portion | 16.9 | 16.9 | |||||||
Restructuring liability, noncurrent portion | 0.4 | 0.4 | |||||||
Restructuring related to fiscal 2020 performance improvement plan | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring charges | $ 12.9 | ||||||||
Acquisition, disposition, and restructuring related activities | 15.3 | ||||||||
Earnings (loss) from discontinued operations, net of income taxes | $ 3.7 | ||||||||
Restructuring related to fiscal 2018 acquisition of Time | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring and Related Cost, Expected Number of Positions Eliminated | employee | 250 | ||||||||
National media | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Number of employees affected | employee | 145 | ||||||||
National media | Restructuring related to fiscal 2018 acquisition of Time | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring and Related Cost, Expected Number of Positions Eliminated | employee | 175 | ||||||||
Local media | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Number of employees affected | employee | 15 | ||||||||
Local media | Restructuring related to fiscal 2018 acquisition of Time | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring and Related Cost, Expected Number of Positions Eliminated | employee | 25 | ||||||||
Corporate Segment | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Number of employees affected | employee | 10 | ||||||||
Employee Severance | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring liability | 17.3 | 54 | $ 17.3 | 54 | $ 43.7 | 101.3 | |||
Employee Severance | Restructuring related to fiscal 2020 performance improvement plan | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring charges | $ 2.3 | $ 3.8 | 9.9 | ||||||
Employee Severance | Restructuring related to fiscal 2018 acquisition of Time | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring charges | 9.2 | 44.5 | |||||||
Other Costs and Expenses | Restructuring related to fiscal 2020 performance improvement plan | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring charges | $ 3 | ||||||||
Other Exit Costs | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring liability | 17.3 | 17.3 | $ 22.8 | $ 6.3 | |||||
Other Exit Costs | Restructuring related to fiscal 2018 acquisition of Time | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring charges | $ 6.8 | $ 24.5 |
Restructuring Accrual - Severan
Restructuring Accrual - Severance and Related Benefit Costs by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||
Amount Accrued in the Period | $ 2.3 | $ 9.2 | $ 16 | $ 44.5 |
Total Amount Expected to be Incurred | 16 | 16 | ||
Operating segments | National media | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Amount Accrued in the Period | 1.7 | 4.7 | 10.5 | 28 |
Total Amount Expected to be Incurred | 10.5 | 10.5 | ||
Operating segments | Local media | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Amount Accrued in the Period | 0 | 0 | 2.4 | 1.7 |
Total Amount Expected to be Incurred | 2.4 | 2.4 | ||
Unallocated corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Amount Accrued in the Period | 0.6 | $ 4.5 | 3.1 | $ 14.8 |
Total Amount Expected to be Incurred | $ 3.1 | $ 3.1 |
Restructuring Accrual - Changes
Restructuring Accrual - Changes in Restructuring Accrual (Details) - USD ($) $ in Millions | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | $ 107.6 | |
Accruals | 69 | |
Cash payments | (96.5) | |
Reversal of excess accrual | (8.8) | |
Balance at end of period | $ 17.3 | 71.3 |
Employee Terminations | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 43.7 | 101.3 |
Accruals | 16 | 44.5 |
Cash payments | (42.4) | (84.6) |
Reversal of excess accrual | 0 | (7.2) |
Balance at end of period | 17.3 | 54 |
Other Exit Costs | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | $ 22.8 | 6.3 |
Accruals | 24.5 | |
Cash payments | (11.9) | |
Reversal of excess accrual | (1.6) | |
Balance at end of period | $ 17.3 |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-Term Debt (Details) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Principal Balance | ||
Principal balance of long-term debt, including current maturities | $ 2,370,400,000 | $ 2,370,400,000 |
Unamortized Discount and Debt Issuance Costs | ||
Unamortized discount and debt issuance costs, including current maturities | (33,200,000) | (37,100,000) |
Carrying Value | ||
Long-term debt, including current maturities | 2,337,200,000 | 2,333,300,000 |
Senior Notes | 6.875% senior notes, due 2/1/2026 | ||
Principal Balance | ||
Principal balance of long-term debt, including current maturities | 1,272,900,000 | 1,272,900,000 |
Unamortized Discount and Debt Issuance Costs | ||
Unamortized discount and debt issuance costs, including current maturities | (19,500,000) | (21,500,000) |
Carrying Value | ||
Long-term debt, including current maturities | $ 1,253,400,000 | $ 1,251,400,000 |
Debt instrument, stated interest rate | 6.875% | 6.875% |
Variable-rate credit facilities | Line of Credit | Senior credit facility term loan, due 1/31/2025 | ||
Principal Balance | ||
Principal balance of long-term debt, including current maturities | $ 1,062,500,000 | $ 1,062,500,000 |
Unamortized Discount and Debt Issuance Costs | ||
Unamortized discount and debt issuance costs, including current maturities | (13,700,000) | (15,600,000) |
Carrying Value | ||
Long-term debt, including current maturities | 1,048,800,000 | 1,046,900,000 |
Variable-rate credit facilities | Line of Credit | Revolving credit facility of $350 million, due 1/31/2023 | ||
Principal Balance | ||
Principal balance of long-term debt, including current maturities | 35,000,000 | 35,000,000 |
Unamortized Discount and Debt Issuance Costs | ||
Unamortized discount and debt issuance costs, including current maturities | 0 | 0 |
Carrying Value | ||
Long-term debt, including current maturities | 35,000,000 | 35,000,000 |
Line of credit facility, maximum borrowing capacity | $ 350,000,000 | $ 350,000,000 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) - Secured Debt - Senior Secured Term Loan Due 2025 | Feb. 19, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Leverage ratio | 2.25 | |
LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.50% | 2.75% |
Minimum | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.25% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Contingency [Line Items] | |||||
Income tax expense (benefit) | $ (43.6) | $ 12.7 | $ (15.4) | $ 17 | |
Goodwill impairment | 252.7 | 0 | |||
National media | |||||
Income Tax Contingency [Line Items] | |||||
Income tax expense (benefit) | $ (26.9) | ||||
Goodwill impairment | $ 252.7 | $ 0 | |||
Domestic Tax Authority | |||||
Income Tax Contingency [Line Items] | |||||
Income tax expense (benefit) | $ (23.5) |
Commitments and Contingencies -
Commitments and Contingencies - Lease Guarantee (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Loss Contingencies [Line Items] | |||||
Nonoperating income, net | $ (2.4) | $ 4.1 | $ (1) | $ 17.3 | |
Sunset and INVNT Lease Guarantees | |||||
Loss Contingencies [Line Items] | |||||
Nonoperating income, net | $ 8 | ||||
Performance Guarantee | Discontinued Operations, Disposed of by Sale | Sunset and INVNT Lease Guarantees | |||||
Loss Contingencies [Line Items] | |||||
Guarantee obligations, current carrying amount | 2.2 | 2.2 | |||
Maximum lease guarantee obligation | $ 14.1 | $ 14.1 |
Commitments and Contingencies_2
Commitments and Contingencies - Legal Proceedings (Details) - CAD ($) $ in Millions | Nov. 30, 2015 | Jun. 19, 2015 | Sep. 13, 2013 | Oct. 26, 2010 |
Time, Inc. | TIR vs. Canadian Prime Minister of National Revenue | Pending Litigation | ||||
Loss Contingencies [Line Items] | ||||
Estimate of possible loss | $ 91 | $ 89.8 | $ 26.9 | $ 52 |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Value and Estimated Fair Value of Financial Instruments (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Jun. 30, 2019 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Broadcast rights payable | $ 16.3 | $ 15 |
Total long-term debt | 2,337.2 | 2,333.3 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Broadcast rights payable | 15.3 | 13.6 |
Total long-term debt | $ 2,073.2 | $ 2,452.9 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring Basis (Details) - Measured at fair value on recurring basis - USD ($) $ in Millions | Mar. 31, 2020 | Jun. 30, 2019 |
Accrued expenses and other liabilities | Level 3 | ||
Accrued expenses and other liabilities | ||
Contingent consideration | $ 1.7 | $ 0 |
Accrued expenses and other liabilities | Level 2 | ||
Accrued expenses and other liabilities | ||
Deferred compensation plans | 3.7 | 4.7 |
Other noncurrent liabilities | Level 3 | ||
Other noncurrent liabilities | ||
Contingent consideration | 3.5 | 0.8 |
Other noncurrent liabilities | Level 2 | ||
Other noncurrent liabilities | ||
Deferred compensation plans | $ 14.1 | $ 16.2 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Level 3 Contingent Consideration (Details) - Level 3 - Measured at fair value on recurring basis - Contingent consideration - USD ($) $ in Millions | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Fair Value Liabilities [Roll Forward] | ||
Balance at beginning of period | $ 0.8 | $ 25.4 |
Additions due to acquisitions | 4.1 | 0 |
Payments | 0 | (19.3) |
Fair value adjustment of contingent consideration | 0.3 | (3.1) |
Balance at end of period | $ 5.2 | $ 3 |
Fair Value Measurements - Cha_2
Fair Value Measurements - Changes in Fair Value of Level 3 Assets (Details) - USD ($) $ in Millions | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Goodwill [Roll Forward] | ||
Carrying value prior to impairment | $ 1,979.4 | |
Impairment charge | (252.7) | $ 0 |
Goodwill at end of period | 1,719.1 | 1,979.4 |
Net Property, Plant, and Equipment | Fair Value, Nonrecurring | Level 3 | ||
Fair Value, Assets Measured On Nonrecurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Carrying value prior to impairment | 40.1 | |
Impairment charge | (23.4) | |
Carrying value after impairment | 16.7 | |
Carrying value of assets not subject to impairment charge | 396 | |
Ending balance | 412.7 | |
Operating Lease Assets | Fair Value, Nonrecurring | Level 3 | ||
Fair Value, Assets Measured On Nonrecurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Carrying value prior to impairment | 110.8 | |
Impairment charge | (64.5) | |
Carrying value after impairment | 46.3 | |
Carrying value of assets not subject to impairment charge | 368.8 | |
Ending balance | 415.1 | |
Local media | ||
Goodwill [Roll Forward] | ||
Impairment charge | 0 | 0 |
Goodwill at end of period | 116.6 | 116.6 |
Local media | Intangible Assets, net | Fair Value, Nonrecurring | Level 3 | ||
Fair Value, Assets Measured On Nonrecurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Carrying value prior to impairment | 126.6 | |
Impairment charge | (48.7) | |
Carrying value after impairment | 77.9 | |
Carrying value of assets not subject to impairment charge | 1,598.9 | |
Ending balance | 1,676.8 | |
National media | ||
Goodwill [Roll Forward] | ||
Impairment charge | (252.7) | 0 |
Goodwill at end of period | 1,602.5 | $ 1,862.8 |
National media | Fair Value, Nonrecurring | Level 3 | ||
Goodwill [Roll Forward] | ||
Carrying value prior to impairment | 1,855.2 | |
Impairment charge | (252.7) | |
Carrying value after impairment | 1,602.5 | |
Carrying value of assets not subject to impairment charge | 116.6 | |
Goodwill at end of period | $ 1,719.1 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 701.7 | $ 750.1 | $ 2,237.4 | $ 2,402.9 |
Total advertising related | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 332.1 | 368 | 1,139 | 1,285.8 |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 136.3 | 166.1 | 446.1 | 518.7 |
Non-political spot | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 70.8 | 79.9 | 237.1 | 242.4 |
Political spot | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 10.5 | 0.7 | 17.5 | 102.6 |
Digital | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 89 | 91.5 | 321.9 | 307.2 |
Third party sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 25.5 | 29.8 | 116.4 | 114.9 |
Total consumer related | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 345.6 | 364.9 | 1,017.6 | 1,060.9 |
Subscription | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 150.7 | 184.7 | 461 | 537.4 |
Retransmission | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 92.2 | 84.7 | 256.9 | 232.1 |
Newsstand | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 45.4 | 43.3 | 125.7 | 125.9 |
Affinity marketing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 16.3 | 20 | 50.2 | 57.2 |
Licensing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 25.3 | 20.1 | 69.7 | 68.6 |
Digital and other consumer driven | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 15.7 | 12.1 | 54.1 | 39.7 |
Total other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 24 | 17.2 | 80.8 | 56.2 |
Projects based | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 15.4 | 10.6 | 44.9 | 33.5 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 8.6 | 6.6 | 35.9 | 22.7 |
Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 702.1 | 750.7 | 2,239 | 2,404.3 |
Operating segments | National media | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 506.9 | 562.3 | 1,637 | 1,739.1 |
Operating segments | National media | Total advertising related | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 232.8 | 267.3 | 805.8 | 860.9 |
Operating segments | National media | Print | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 136.3 | 166.1 | 446.1 | 518.7 |
Operating segments | National media | Non-political spot | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Operating segments | National media | Political spot | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Operating segments | National media | Digital | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 84.6 | 87.8 | 308.4 | 295.6 |
Operating segments | National media | Third party sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 11.9 | 13.4 | 51.3 | 46.6 |
Operating segments | National media | Total consumer related | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 253.4 | 280.2 | 760.7 | 828.8 |
Operating segments | National media | Subscription | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 150.7 | 184.7 | 461 | 537.4 |
Operating segments | National media | Retransmission | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Operating segments | National media | Newsstand | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 45.4 | 43.3 | 125.7 | 125.9 |
Operating segments | National media | Affinity marketing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 16.3 | 20 | 50.2 | 57.2 |
Operating segments | National media | Licensing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 25.3 | 20.1 | 69.7 | 68.6 |
Operating segments | National media | Digital and other consumer driven | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 15.7 | 12.1 | 54.1 | 39.7 |
Operating segments | National media | Total other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 20.7 | 14.8 | 70.5 | 49.4 |
Operating segments | National media | Projects based | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 15.4 | 10.6 | 44.9 | 33.5 |
Operating segments | National media | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 5.3 | 4.2 | 25.6 | 15.9 |
Operating segments | Local media | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 195.2 | 188.4 | 602 | 665.2 |
Operating segments | Local media | Total advertising related | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 99.7 | 101.3 | 334.8 | 426.3 |
Operating segments | Local media | Print | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Operating segments | Local media | Non-political spot | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 70.8 | 79.9 | 237.1 | 242.4 |
Operating segments | Local media | Political spot | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 10.5 | 0.7 | 17.5 | 102.6 |
Operating segments | Local media | Digital | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 4.4 | 3.7 | 13.5 | 11.6 |
Operating segments | Local media | Third party sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 14 | 17 | 66.7 | 69.7 |
Operating segments | Local media | Total consumer related | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 92.2 | 84.7 | 256.9 | 232.1 |
Operating segments | Local media | Subscription | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Operating segments | Local media | Retransmission | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 92.2 | 84.7 | 256.9 | 232.1 |
Operating segments | Local media | Newsstand | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Operating segments | Local media | Affinity marketing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Operating segments | Local media | Licensing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Operating segments | Local media | Digital and other consumer driven | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Operating segments | Local media | Total other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 3.3 | 2.4 | 10.3 | 6.8 |
Operating segments | Local media | Projects based | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Operating segments | Local media | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 3.3 | 2.4 | 10.3 | 6.8 |
Intersegment eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | (0.4) | (0.6) | (1.6) | (1.4) |
Intersegment eliminations | Total advertising related | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | (0.4) | (0.6) | (1.6) | (1.4) |
Intersegment eliminations | Print | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Intersegment eliminations | Non-political spot | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Intersegment eliminations | Political spot | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Intersegment eliminations | Digital | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Intersegment eliminations | Third party sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | (0.4) | (0.6) | (1.6) | (1.4) |
Intersegment eliminations | Total consumer related | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Intersegment eliminations | Subscription | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Intersegment eliminations | Retransmission | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Intersegment eliminations | Newsstand | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Intersegment eliminations | Affinity marketing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Intersegment eliminations | Licensing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Intersegment eliminations | Digital and other consumer driven | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Intersegment eliminations | Total other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Intersegment eliminations | Projects based | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Intersegment eliminations | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | $ 701.7 | $ 750.1 | $ 2,237.4 | $ 2,402.9 | |||
Contract liabilities, current | 412.6 | 412.6 | $ 458.9 | ||||
Unearned revenues | 269.6 | 269.6 | $ 318.6 | ||||
Write-off of contract costs | $ 42.7 | ||||||
Consumer related | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | 345.6 | 364.9 | 1,017.6 | 1,060.9 | |||
Subscription | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | 150.7 | 184.7 | 461 | 537.4 | |||
Revenue recognized | 401.9 | ||||||
Total other | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | 24 | $ 17.2 | 80.8 | $ 56.2 | |||
Restatement Adjustment | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Write-off of contract liability | $ 42.7 | ||||||
Restatement Adjustment | Consumer related | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | 1.6 | 23.2 | |||||
Restatement Adjustment | Total other | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | $ (1.6) | $ (23.2) |
Pension and Postretirement Be_3
Pension and Postretirement Benefit Plans - Components of Net Periodic Benefit Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Pension Benefits | UNITED STATES | |||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |||||
Service cost | $ 2.4 | $ 3 | $ 7.4 | $ 8.8 | |
Interest cost | 1.2 | 1.6 | 3.9 | 4.9 | |
Expected return on plan assets | (2.4) | (2.4) | (7.2) | (7.3) | |
Prior service cost amortization | 0.1 | 0.1 | 0.4 | 0.4 | |
Actuarial loss (gain) amortization | 0.5 | 0.4 | 1.7 | 1.4 | |
Settlement charge | 3.5 | $ (8.8) | 0 | 12.3 | 0 |
Net periodic benefit costs (credit) | 5.3 | 2.7 | 18.5 | 8.2 | |
Pension Benefits | Foreign Plan | |||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |||||
Service cost | 0 | 0 | 0 | 0.1 | |
Interest cost | 3.6 | 4.3 | 10.9 | 12.9 | |
Expected return on plan assets | (4.6) | (8.1) | (13.9) | (24.1) | |
Prior service cost amortization | 0 | 0 | 0.1 | 0 | |
Settlement charge | 0.6 | 0 | 0.6 | 0 | |
Net periodic benefit costs (credit) | (0.4) | (3.8) | (2.3) | (11.1) | |
Postretirement Benefits | UNITED STATES | |||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |||||
Interest cost | 0.1 | 0.1 | 0.2 | 0.3 | |
Actuarial loss (gain) amortization | (0.1) | (0.1) | (0.4) | (0.4) | |
Net periodic benefit costs (credit) | $ 0 | $ 0 | $ (0.2) | $ (0.1) |
Pension and Postretirement Be_4
Pension and Postretirement Benefit Plans - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Pension Benefits | UNITED STATES | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Settlement charge | $ (3.5) | $ 8.8 | $ 0 | $ (12.3) | $ 0 |
Redeemable Series A Preferred_2
Redeemable Series A Preferred Stock - Narrative (Details) - Series A Preferred Stock | 9 Months Ended |
Mar. 31, 2020shares | |
Temporary Equity [Line Items] | |
Preferred stock outstanding (in shares) | 650,000 |
Preferred stock converted (in shares) | 0 |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share - Computation of Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||||||||
Net earnings (loss) | $ (284.4) | $ 37.8 | $ 6.1 | $ 23.7 | $ 18.6 | $ 17 | $ (240.5) | $ 59.3 |
Participating warrants dividend | (1) | (0.9) | (2.8) | (2.7) | ||||
Preferred stock dividend | (14) | (13.5) | (42.5) | (41.9) | ||||
Accretion of redeemable, convertible Series A preferred stock | (4.6) | (4.6) | (13.6) | (13.2) | ||||
Other securities dividends | (0.1) | 0 | (0.6) | (1) | ||||
Earnings (loss) attributable to common shareholders | $ (304.1) | $ 4.7 | $ (300) | $ 0.5 | ||||
Weighted average common shares outstanding (in shares) | 45.7 | 45.3 | 45.7 | 45.3 | ||||
Basic earnings (loss) per common share (in usd per share) | $ (6.65) | $ 0.10 | $ (6.57) | $ 0.01 | ||||
Dilutive effect of stock options and equivalents (in shares) | 0 | 0.3 | 0 | 0.4 | ||||
Diluted average shares outstanding (in shares) | 45.7 | 45.6 | 45.7 | 45.7 | ||||
Diluted earnings (loss) attributable to common shareholders | $ (304.1) | $ 4.7 | $ (300) | $ 1.1 | ||||
Diluted earnings (loss) per common share (in usd per share) | $ (6.65) | $ 0.10 | $ (6.57) | $ 0.02 |
Earnings (Loss) Per Common Sh_4
Earnings (Loss) Per Common Share - Narrative (Details) - $ / shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Options exercised to purchase common stock (in shares) | 0.1 | |||
Warrant | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from calculation of earnings per share, number of options | 1.6 | 1.6 | 1.6 | 1.6 |
Convertible Preferred Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from calculation of earnings per share, number of options | 0.7 | 0.7 | 0.7 | 0.7 |
Common Stock Equivalents | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from calculation of earnings per share, number of options | 0.3 | |||
Antidilutive securities included in computation of earnings per share | 0.3 | |||
Restricted Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from calculation of earnings per share, number of options | 0.1 | 0.1 | ||
Employee Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from calculation of earnings per share, number of options | 3.8 | 2.4 | 3.7 | 2.5 |
Antidilutive securities excluded from computation of earnings per share, due to net loss position | 0.1 | |||
Antidilutive options excluded from calculation of earnings per share, weighted average exercise price (in usd per share) | $ 54.14 | $ 60.76 | $ 55.57 | $ 60.50 |
Financial Information about I_3
Financial Information about Industry Segments - Financial Information by Segment (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2020USD ($)segmentmeasure | Mar. 31, 2019USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 2 | |||
Number of principal financial measures | measure | 2 | |||
Total revenues | $ 701.7 | $ 750.1 | $ 2,237.4 | $ 2,402.9 |
Income (loss) from operations | (294) | 75.6 | (117.2) | 263.5 |
Non-operating income (expense), net | (2.4) | 4.1 | (1) | 17.3 |
Interest expense, net | (36.6) | (38.6) | (112.4) | (131.1) |
Earnings (loss) from continuing operations before income taxes | (333) | 41.1 | (230.6) | 149.7 |
Depreciation and amortization | 53.5 | 61.5 | 170.6 | 190.3 |
Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 702.1 | 750.7 | 2,239 | 2,404.3 |
Operating segments | National media | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 506.9 | 562.3 | 1,637 | 1,739.1 |
Income (loss) from operations | (303.1) | 54.5 | (174.5) | 119.6 |
Depreciation and amortization | 42.2 | 51.3 | 137.4 | 158.7 |
Operating segments | Local media | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 195.2 | 188.4 | 602 | 665.2 |
Income (loss) from operations | 24.4 | 41.6 | 117.6 | 215.7 |
Depreciation and amortization | 9.8 | 9.4 | 29.3 | 27.7 |
Unallocated corporate | ||||
Segment Reporting Information [Line Items] | ||||
Income (loss) from operations | (15.3) | (20.5) | (60.3) | (71.8) |
Depreciation and amortization | 1.5 | 0.8 | 3.9 | 3.9 |
Intersegment eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | $ (0.4) | $ (0.6) | $ (1.6) | $ (1.4) |
Financial Information about I_4
Financial Information about Industry Segments - Assets by Segment (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Jun. 30, 2019 |
Segment Reporting Information [Line Items] | ||
Assets | $ 5,664.7 | $ 6,136.9 |
Operating segments | National media | ||
Segment Reporting Information [Line Items] | ||
Assets | 4,255.9 | 4,606.8 |
Operating segments | Local media | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,166.1 | 1,192.3 |
Unallocated corporate | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 242.7 | $ 337.8 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - Subsequent Event | Apr. 17, 2020 |
Subsequent Event [Line Items] | |
Percent of workforce affected by temporary salary reductions | 60.00% |
CEO and each Non-Executive Director | |
Subsequent Event [Line Items] | |
Temporary reduction in salary, percent of cash compensation | 40.00% |
Other Workforce | Maximum | |
Subsequent Event [Line Items] | |
Temporary reduction in salary, percent of cash compensation | 30.00% |
Uncategorized Items - fy20q3mar
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 2,400,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (7,800,000) |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (7,800,000) |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 2,400,000 |