| UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
FORM 10-Q/A
Amendment No. 1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| For the quarterly period ended | March 31, 2020 |
Commission file number 1-5128
| MEREDITH CORPORATION | |
| (Exact name of registrant as specified in its charter) | |
| Iowa | 42-0410230 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 1716 Locust Street, | Des Moines, | Iowa | 50309-3023 | |
| (Address of principal executive offices) | (ZIP Code) | |||
Registrant’s telephone number, including area code: | (515) | 284-3000 |
Former name, former address, and former fiscal year, if changed since last report: Not applicable | ||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||
| Common Stock, par value $1 | MDP | New York Stock Exchange | ||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer o Non-accelerated filer o
Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
| Shares of stock outstanding at April 30, 2020 | ||
| Common shares | 40,304,544 | |
| Class B shares | 5,084,763 | |
| Total common and Class B shares | 45,389,307 | |
EXPLANATORY NOTE
Meredith Corporation (Meredith or the Company) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (Amended Form 10-Q), which was originally filed with the Securities and Exchange Commission (SEC) on May 19, 2020 (Original Form 10-Q), solely to add this Explanatory Note, which was inadvertently omitted from the Original Form 10‑Q, to disclose that the Company had filed the Original Form 10‑Q after the May 11, 2020, deadline applicable to the Company for the filing in reliance upon the SEC's Order issued pursuant to Section 36 of the Securities Exchange Act of 1934, as amended, granting Exemptions from Specified Provisions of the Exchange Act and Certain Rules thereunder (SEC Release No. 34-88465 dated March 25, 2020) (the Order), which provides conditional relief to public companies that are unable to timely comply with a filing deadline due to circumstances related to the novel coronavirus (COVID-19) pandemic.
On May 11, 2020, the Company filed a Current Report on Form 8‑K (the Form 8‑K) to indicate its intention to rely on the Order for such extension. Specifically, the Company disclosed that due to the impact of the COVID-19 pandemic, the filing of its Original Form 10‑Q for the quarter ended March 31, 2020, would be delayed. The COVID-19 crisis created an extremely challenging business environment, including significant advertising campaign cancellations and delays which negatively impacted projections of future income. Additionally, there were material declines in the Company's equity prices. As a result, at March 31, 2020, the Company determined that certain of its long-lived assets, including goodwill, should be tested for impairment. This testing required additional time to perform and review, which in turn delayed the completion of the Original Form 10-Q.
This Amendment does not change the previously reported financial statements or, except as expressly described in the prior paragraphs, any of the other disclosures contained in the Original Form 10-Q. This Amended Form 10-Q does not reflect any events that occurred at a date subsequent to the filing of the Original Form 10-Q or modify or update those disclosures therein in any way. Accordingly, this Amended Form 10-Q should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the Original Form 10-Q.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s Chief Executive Officer and Chief Financial Officer are being filed herewith as exhibits to this Amended Form 10-Q (Exhibit 31.1 and Exhibit 31.2). The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amended Form 10-Q.
| PART II | OTHER INFORMATION | |
| Item 6. | Exhibits | |||
| Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | ||||
| Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||
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| SIGNATURE | |||
| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | |||
| MEREDITH CORPORATION | ||
| Registrant | ||
| /s/ Jason Frierott | ||
| Jason Frierott | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| Date: | June 8, 2020 |
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