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Form 8-K MEREDITH CORP For: Oct 23

October 23, 2014 9:46 AM EDT



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 2014

MEREDITH CORPORATION
(Exact name of registrant as specified in its charter)
Iowa
1-5128
42-0410230
(State or other jurisdiction of incorporation or organization)
(Commission file number)
(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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

















Item 2.02
Results of Operations and Financial Condition

On October 23, 2014, Meredith Corporation issued a news release reporting earnings for the first fiscal quarter ended September 30, 2014. That news release is attached as an exhibit.



Item 9.01
Financial Statements and Exhibits

(d)
Exhibits
99
News release issued by Meredith Corporation dated October 23, 2014, reporting financial results for the first fiscal quarter ended September 30, 2014.







SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MEREDITH CORPORATION
Registrant
/s/ Joseph Ceryanec
Joseph Ceryanec
Vice President - Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: October 23, 2014







INDEX TO EXHIBITS

Exhibit
Number
Item
99
News release issued by Meredith Corporation dated October 23, 2014, reporting financial results for the first fiscal quarter ended September 30, 2014.






MEREDITHS FISCAL 2015 FIRST QUARTER EARNINGS GROW OVER 20 PERCENT
Local Media Group Delivers Record Revenue and Operating Profit Performance
Digital Advertising and Brand Licensing Produce Record First Quarter Revenue

DES MOINES, IA (October 23, 2014) - Meredith Corporation (NYSE:MDP; www.meredith.com), one of the nations leading media and marketing companies, today reported fiscal 2015 first quarter earnings per share increased 23 percent to $0.65, compared to $0.53 in the prior-year period. Revenues increased 4 percent to $371 million, including 10 percent growth in advertising revenues.

Fiscal 2015 is off to a solid start, said Meredith Chairman and CEO Stephen M. Lacy. Were encouraged by improving advertising trends, particularly in the digital sector, and the strong performance of our recent acquisitions. In addition, our brands continue to resonate extremely well with consumers across our media platforms and at retail.

Looking more closely at Merediths fiscal 2015 first quarter compared to the prior-year period:

"
Local Media Group revenues increased nearly 40 percent to a fiscal first quarter record of $125 million. Operating profit and EBITDA also set fiscal first quarter records, growing approximately 40 percent each to $36 million and $45 million, respectively. Growth was spurred by the additions of television stations KMOV in St. Louis and KTVK in Phoenix, political advertising, and higher net retransmission contribution.

"
National Media Group operating profit and margin strengthened, driven by record fiscal first quarter digital advertising and brand licensing revenues; improved performance by Meredith Xcelerated Marketing; and a 9 percent decrease in operating expenses.

"
Total Company digital advertising revenues grew more than 20 percent to a fiscal first quarter record. National Media Group digital advertising revenues increased 17 percent, while Local Media Group digital advertising revenues grew more than 40 percent.

"
Consumer engagement expanded across Merediths media platforms. According to the current Magazine Media 360 Brand Audience Report, Merediths national brands grew their audience reach 8 percent to 180 million on a monthly basis across print, digital, mobile and video. Traffic to Merediths digital and mobile sites averaged approximately 60 million unique visitors per month, ranking Meredith among the top 40 digital operators in the U.S. Also, Merediths television stations delivered a strong July ratings book.

"
Finally, Meredith continues to strategically expand its media portfolio. On October 15, 2014, Meredith announced an agreement to acquire the rights to Martha Stewart Living and Martha Stewart Weddings magazines and the www.marthastewart.com and www.marthastewartweddings.com websites, effective November 1, 2014. Under the terms of this 10-year agreement, Meredith will lead advertising sales, marketing, circulation, production and other non-editorial functions, while Martha Stewarts editorial team will continue to provide its award-winning content.

Additionally, on August 20, 2014, Meredith announced an agreement to buy the broadcast assets of�WALA, the Fox affiliate in Mobile-Pensacola. That purchase is expected to close by the end of calendar 2014.

Meredith expects both of these acquisitions will be accretive to earnings and cash flow in fiscal 2015, consistent with its Total Shareholder Return strategy.

1



OPERATING GROUP DETAIL

LOCAL MEDIA GROUP

Merediths Local Media Group includes 15 owned or operated television stations reaching more than 10 percent of U.S. households. Merediths portfolio is concentrated in large, fast-growing markets, including seven stations in the nations Top 25 and 13 in Top 50 markets. Merediths stations produce approximately 550 hours of local news and entertainment content each week. Meredith expects to continue to grow its Local Media Group both organically and through strategic acquisitions.

Fiscal 2015 first quarter Local Media Group operating profit grew more than 40 percent to a fiscal first quarter record of $36 million. EBITDA grew to a first quarter record of $45 million, and EBITDA margin was 36 percent. Revenues rose 39 percent to $125 million, also a fiscal first quarter record.

Looking more closely at fiscal 2015 first quarter performance compared to the prior-year period:

"
Total advertising revenues increased 43 percent to $93 million, a first quarter record.

"
Political advertising revenues were $13 million. In addition to contributions from newly acquired KMOV and KTVK, KPHO (Phoenix) and WFSB (Hartford) generated significant political dollars.

"
Non-political advertising revenues grew 24 percent to $80 million, benefiting from the recent acquisitions and strong digital advertising revenue performance. Excluding recent acquisitions, non-political advertising revenues declined 3 percent, as expected during a political advertising cycle (See Table 2).

"
Other revenues and operating expenses both increased, due primarily to growth in retransmission revenues from cable and satellite television operators and higher programming fees paid to affiliated networks, along with contributions from KMOV and KTVK. A majority of Merediths retransmission agreements with cable and satellite operators are scheduled for renegotiation in the next 24 months. Meanwhile, almost all of Merediths network affiliation agreements are in place into fiscal 2017 and beyond.

On August 20, 2014, Meredith announced an agreement to buy the broadcast assets of WALA, the Fox affiliate in Mobile-Pensacola, for approximately $86 million, subject to certain purchase price adjustments. This purchase is expected to close when�Media Generals�merger with LIN Media LLC and the sale of WALA to Meredith receive final regulatory approval.

The Better Show, the daily syndicated program produced by Meredith Video Studios, began its eighth season. The daytime talk show is currently available on more than 200 stations, reaching 80 percent of U.S. television households.

This was our first full quarter operating both KTVK in Phoenix and KMOV in St. Louis, and they are great additions to the Meredith portfolio, said Meredith Local Media Group President Paul Karpowicz. We were also very pleased to see political advertising strengthen as the quarter progressed.


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NATIONAL MEDIA GROUP

Merediths National Media Group reaches an audience of 180 million consumers monthly, including 100 million unduplicated women and 60 percent of American millennial women. Meredith is a leader at creating content across media platforms and life stages in key consumer interest areas such as food, home, parenthood and health. The National Media Group also features robust brand licensing activities and innovative business-to-business marketing services. Meredith expects to continue to grow its National Media Group organically and through strategic acquisitions.

Fiscal 2015 first quarter National Media Group operating profit grew 3 percent to $29 million and operating margin grew to 12 percent. Revenues were $246 million.

Looking more closely at fiscal 2015 first quarter performance, compared to the prior-year period:

"
Total advertising revenues were $125 million, compared to $134 million, with about one-half of the decline due to the transition of Ladies Home Journal to a newsstand-only publication. Digital advertising revenues grew 17 percent to a fiscal first quarter record, and accounted for an all-time high 17 percent of total National Media Group advertising revenues.

"
Circulation revenues were $66 million, compared to $76 million, primarily due to the Ladies Home Journal transition and wholesaler disruption in the newsstand channel. These factors were partially offset by the addition of Allrecipes magazine, which increased its rate base by 40 percent to 900,000 beginning with the October/November 2014 issue.

"
Meredith continued to expand its digital consumer marketing activities, driving approximately one-third of magazine subscription acquisitions from digital sources over the last 12 months, compared to one-fourth in the prior period.

"
Brand Licensing revenues grew 8 percent to a first quarter record, led by continued strong sales of more than 3,000 SKUs of�Better Homes and Gardens�licensed products at more than 4,000 Walmart stores nationwide.

"
Meredith Xcelerated Marketing (MXM) operating profit increased significantly. Client expansions with Bank of America, Volkswagen and Continental Mills drove the increases. In addition, MXM recently was named Content Marketing Agency of the Year by the Content Marketing Institute.

"
Meredith continued to demonstrate strong expense discipline, as operating expenses declined 9 percent.

Merediths consumer engagement continued to grow in the first quarter of fiscal 2015. According to the recently released Magazine Media 360 report, Meredith has two of the four largest brands in the industry: Better Homes and Gardens (No. 2 with a total monthly audience of 48 million) and Allrecipes (No. 4 with a total monthly audience of 40 million).

We are encouraged by the performance of our non-advertising businesses, particularly Brand Licensing and Meredith Xcelerated Marketing, said Meredith National Media Group President Tom Harty. Additionally, the advertising environment is improving, particularly on the digital side, where we delivered record performance.

We are very excited to be adding Martha Stewart Living magazine and www.marthastewart.com to our portfolio, Harty continued. We will leverage our expertise and scale in the magazine and digital fields with the award-winning multi-platform content created by the Martha Stewart team to benefit both consumers and advertisers.




3



OTHER FINANCIAL INFORMATION

Consistent with its Total Shareholder Return (TSR) strategy, Meredith repurchased 365,000 shares of its stock in the fiscal first quarter 2015 and $100 million remained under the current repurchase authorization. Total debt was $722 million and the weighted average interest rate was 2.5 percent, with more than half effectively at a fixed rate. Merediths debt-to-EBITDA ratio for the trailing 12 months was 2.6 to 1. All metrics are as of September 30, 2014.

Key elements of Merediths TSR strategy are (1) An annual dividend of $1.73 per share (yielding approximately 4 percent), which reflects a 6 percent increase in the annual dividend over the prior year and a 70 percent increase since Meredith launched its TSR strategy in October 2011; (2) A share repurchase program with $100 million currently authorized; and (3) Ongoing investments to scale the business and increase shareholder value.

All earnings per share figures in the text of this release are diluted. Both basic and diluted earnings per share can be found in the attached Condensed Consolidated Statements of Earnings. All fiscal first quarter 2015 comparisons are against the comparable prior-year period unless otherwise stated.

OUTLOOK

Meredith continues to expect full year fiscal 2015 earnings per share to range from $3.00 to $3.25.

Looking more closely at the second quarter of fiscal 2015 compared to the year-ago period:

"
Total company revenues are expected to be up in the low teens.

"
Total Local Media Group revenues are expected to be up 45 to 50 percent. This includes expected political advertising revenues of between $22 million and $25 million.

"
Total National Media Group revenues are expected to be down in the low- to mid-single digits.

"
Meredith expects fiscal 2015 second quarter earnings per share to range from $0.95 to $1.00, compared to $0.67 in the prior-year period.

A number of uncertainties remain that may affect Merediths outlook as stated in this press release for the second quarter and full year fiscal 2015. These and other uncertainties are referenced below under Safe Harbor and in certain filings with the U.S. Securities and Exchange Commission.

CONFERENCE CALL WEBCAST

Meredith will host a conference call on October 23, 2014 at 11 a.m. EDT to discuss fiscal 2015 first quarter results. A live webcast will be accessible to the public on the Companys website, www.meredith.com, and a replay will be available for two weeks. A transcript will be available within 48 hours of the call at www.meredith.com.


4



RATIONALE FOR USE AND ACCESS TO NON-GAAP RESULTS

Management uses and presents GAAP and non-GAAP results to evaluate and communicate its performance. Non-GAAP measures should not be construed as alternatives to GAAP measures. EBITDA and EBITDA margin are common supplemental measures of performance used by investors and financial analysts. Management believes that EBITDA provides an additional analytical tool to clarify the Companys results from core operations and delineate underlying trends. Management does not use EBITDA as a measure of liquidity or funds available for managements discretionary use because it includes certain contractual and non-discretionary expenditures.

Results excluding the acquisitions are supplemental non-GAAP financial measures. While these adjusted results are not a substitute for reported results under GAAP, management believes this information is useful as an aid in better understanding Merediths current performance, performance trends and financial condition.� Reconciliations of non-GAAP to GAAP measures are attached to this press release and available at www.meredith.com.

SAFE HARBOR

This release contains certain forward-looking statements that are subject to risks and uncertainties. These statements are based on managements current knowledge and estimates of factors affecting the Company and its operations. Statements in this release that are forward-looking include, but are not limited to, the Companys revenue and earnings per share outlook for second quarter and full year fiscal 2015.

Actual results may differ materially from those currently anticipated. Factors that could adversely affect future results include, but are not limited to, downturns in national and/or local economies; a softening of the domestic advertising market; world, national or local events that could disrupt broadcast television; increased consolidation among major advertisers or other events depressing the level of advertising spending; the unexpected loss or insolvency of one or more major clients or vendors; the integration of acquired businesses; changes in consumer reading, purchasing and/or television viewing patterns; increases in paper, postage, printing, syndicated programming or other costs; changes in television network affiliation agreements; technological developments affecting products or methods of distribution; changes in government regulations affecting the Companys industries; increases in interest rates; and the consequences of acquisitions and/or dispositions. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

ABOUT MEREDITH CORPORATION

Meredith Corporation (NYSE: MDP; www.meredith.com) has been committed to service journalism for more than 110 years. Today, Meredith uses multiple distribution platforms  including broadcast television, print, digital, mobile, tablets and video  to provide consumers with content they desire and to deliver the messages of its advertising and marketing partners.�

Merediths Local Media Group includes 15 owned or operated television stations reaching more than 10 percent of U.S. households. Merediths portfolio is concentrated in large, fast-growing markets, with seven stations in the nations Top 25  including Atlanta, Phoenix and Portland  and 13 in Top 50 markets. Merediths stations produce approximately 550 hours of local news and entertainment content each week, and operate leading local digital destinations. Additionally, Meredith Video Studios produces The Better Show, a syndicated daily lifestyle television program reaching 80 percent of U.S. TV households.

Merediths National Media Group reaches an audience of 180 million consumers monthly, including 100 million unduplicated women and 60 percent of American millennial women. Meredith is the leader in creating content across media platforms in key consumer interest areas such as food, home, parenthood and health through well-known brands such as Better Homes and Gardens, Parents and Allrecipes. The National Media Group features robust brand licensing activities, including over 3,000 SKUs of branded products at 4,000 Walmart stores across the U.S. Meredith Xcelerated Marketing is a leader at developing and delivering custom content and customer relationship marketing programs for many of the worlds top brands, including Kraft, Lowes and Chrysler.

5



Merediths balanced portfolio consistently generates substantial free cash flow, and the Company is committed to growing Total Shareholder Return through dividend payments, share repurchases and strategic business investments. Merediths current annualized dividend of $1.73 per share yields approximately 4 percent. Meredith has paid a dividend for 67 straight years and increased it for 21 consecutive years.


-- # # # # --
Shareholder/Financial Analyst Contact:����
Media Contact:
Mike Lovell
Art Slusark
Director of Investor Relations
Chief Communications Officer
Phone: (515) 284-3622
Phone: (515) 284-3404

6



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

Three months ended September 30,
2014
2013
(In thousands except per share data)
Revenues
Advertising
$
218,031

$
198,547

Circulation
65,885

75,734

All other
87,268

82,171

Total revenues
371,184

356,452

Operating expenses
Production, distribution, and editorial
141,887

140,777

Selling, general, and administrative
163,676

161,072

Depreciation and amortization
12,769

11,795

Total operating expenses
318,332

313,644

Income from operations
52,852

42,808

Interest expense, net
(4,242
)
(2,713
)
Earnings before income taxes
48,610

40,095

Income taxes
(19,245
)
(16,054
)
Net earnings
$
29,365

$
24,041

Basic earnings per share
$
0.66

$
0.54

Basic average shares outstanding
44,459

44,648

Diluted earnings per share
$
0.65

$
0.53

Diluted average shares outstanding
45,157

45,432

Dividends paid per share
$
0.4325

$
0.4075




7



Meredith Corporation and Subsidiaries
Segment Information (Unaudited)

Three months ended September 30,
2014
2013
(In thousands)
Revenues
National media
Advertising
$
125,232

$
133,684

Circulation
65,885

75,734

Other revenues
55,209

57,481

Total national media
246,326

266,899

Local media
Non-political advertising
79,836

64,352

Political advertising
12,963

511

Other revenues
32,059

24,690

Total local media
124,858

89,553

Total revenues
$
371,184

$
356,452

Operating profit
National media
$
28,895

$
28,076

Local media
36,312

25,676

Unallocated corporate
(12,355
)
(10,944
)
Income from operations
$
52,852

$
42,808

Depreciation and amortization
National media
$
3,625

$
4,950

Local media
8,715

6,433

Unallocated corporate
429

412

Total depreciation and amortization
$
12,769

$
11,795

EBITDA1
National media
$
32,520

$
33,026

Local media
45,027

32,109

Unallocated corporate
(11,926
)
(10,532
)
Total EBITDA1
$
65,621

$
54,603


1 EBITDA is net earnings before interest, taxes, depreciation, and amortization.


8



Meredith Corporation and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)

Assets
September�30,
2014
June�30,
2014
(In thousands)
Current assets
Cash and cash equivalents
$
30,337

$
36,587

Accounts receivable, net
263,624

257,644

Inventories
22,220

24,008

Current portion of subscription acquisition costs
92,789

96,893

Current portion of broadcast rights
14,333

4,551

Assets held for sale
32,900

32,900

Other current assets
19,821

17,429

Total current assets
476,024

470,012

Property, plant, and equipment
502,287

501,216

Less accumulated depreciation
(304,548
)
(296,168
)
Net property, plant, and equipment
197,739

205,048

Subscription acquisition costs
104,739

101,533

Broadcast rights
3,052

3,114

Other assets
87,408

86,935

Intangible assets, net
832,868

835,531

Goodwill
840,760

841,627

Total assets
$
2,542,590

$
2,543,800

Liabilities and Shareholders Equity
Current liabilities
Current portion of long-term debt
$
62,500

$
87,500

Current portion of long-term broadcast rights payable
14,315

4,511

Accounts payable
77,285

81,402

Accrued expenses and other liabilities
116,701

136,047

Current portion of unearned subscription revenues
165,448

173,643

Total current liabilities
436,249

483,103

Long-term debt
659,375

627,500

Long-term broadcast rights payable
4,440

4,327

Unearned subscription revenues
151,684

151,533

Deferred income taxes
284,159

277,477

Other noncurrent liabilities
105,484

108,208

Total liabilities
1,641,391

1,652,148

Shareholders equity
Common stock
37,157

36,776

Class B stock
7,294

7,700

Additional paid-in capital
40,665

41,884

Retained earnings
824,022

814,050

Accumulated other comprehensive loss
(7,939
)
(8,758
)
Total shareholders equity
901,199

891,652

Total liabilities and shareholders equity
$
2,542,590

$
2,543,800




9



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

Three months ended September 30,
2014
2013
(In thousands)
Net cash provided by (used in) operating activities
$
11,146

$
(6,428
)
Cash flows from investing activities
Acquisitions of and investments in businesses


(750
)
Additions to property, plant, and equipment
(1,936
)
(3,786
)
Net cash used in investing activities
(1,936
)
(4,536
)
Cash flows from financing activities
Proceeds from issuance of long-term debt
45,000

91,000

Repayments of long-term debt
(38,125
)
(71,000
)
Dividends paid
(19,393
)
(18,314
)
Purchases of Company stock
(17,012
)
(48,959
)
Proceeds from common stock issued
10,088

43,868

Excess tax benefits from share-based payments
3,982

3,063

Net cash used in financing activities
(15,460
)
(342
)
Net decrease in cash and cash equivalents
(6,250
)
(11,306
)
Cash and cash equivalents at beginning of period
36,587

27,674

Cash and cash equivalents at end of period
$
30,337

$
16,368




10



Table 1
Meredith Corporation and Subsidiaries
Supplemental Disclosures Regarding Non-GAAP Financial Measures

EBITDA
Consolidated EBITDA, which is reconciled to net earnings in the following tables, is defined as net earnings before interest, taxes, depreciation, and amortization.
Segment EBITDA is a measure of segment earnings before depreciation and amortization.
Segment EBITDA margin is defined as segment EBITDA divided by segment revenues.

Three months ended September 30, 2014
National Media
Local
Media
Unallocated Corporate
Total
(In thousands)
Revenues
$
246,326

$
124,858

$


$
371,184

Operating profit
$
28,895

$
36,312

$
(12,355
)
$
52,852

Depreciation and amortization
3,625

8,715

429

12,769

EBITDA
$
32,520

$
45,027

$
(11,926
)
65,621

Less:
Depreciation and amortization
(12,769
)
Net interest expense
(4,242
)
Income taxes
(19,245
)
Net earnings
$
29,365

Segment EBITDA margin
13.2
%
36.1
%
Three months ended September 30, 2013
National Media
Local
Media
Unallocated Corporate
Total
(In thousands)
Revenues
$
266,899

$
89,553

$


$
356,452

Operating profit
$
28,076

$
25,676

$
(10,944
)
$
42,808

Depreciation and amortization
4,950

6,433

412

11,795

EBITDA
$
33,026

$
32,109

$
(10,532
)
54,603

Less:
Depreciation and amortization
(11,795
)
Net interest expense
(2,713
)
Income taxes
(16,054
)
Net earnings
$
24,041

Segment EBITDA margin
12.4
%
35.9
%



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Table 2
Meredith Corporation and Subsidiaries
Supplemental Disclosures Regarding Non-GAAP Financial Measures

Three months ended September 30,
2014
2013
Change
Local media non-political advertising revenues
On a comparable basis 1
$
62,667

$
64,352

(3
)%
Acquisitions
17,169



Total
$
79,836

$
64,352

24
�%
1�Revenues on a comparable basis exclude the revenues of KMOV and KTVK, television stations that were acquired by Meredith in the
���second half of fiscal 2014.


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