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8-K - EARNINGS RELEASE FY16 Q3 - MEREDITH CORPfy16q3er8-k.htm
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Exhibit 99

MEREDITH CORPORATION DELIVERS STRONG FISCAL 2016 THIRD QUARTER RESULTS

Earnings Per Share Increase 30 Percent (before special items) on 8 Percent Ad Revenue Growth


DES MOINES, IA (April 28, 2016) - Meredith Corporation (NYSE:MDP; www.meredith.com) - the leading media and marketing company with local television brands in large, fast-growing markets and national brands serving 100 million American women - today reported strong fiscal 2016 third quarter results:

Earnings per share were $1.79, compared to $0.56 in the prior-year period.

Excluding special items in both periods, earnings per share increased 30 percent to $0.92, compared to $0.71 in the prior-year period.

Fiscal 2016 third-quarter special items were related primarily to $60 million received from the termination of Meredith’s merger agreement with Media General, Inc. (See Tables 1-4 for supplemental disclosures regarding non-GAAP financial measures.)

Total Company revenues increased 6 percent to $423 million.

“We delivered an exceptionally strong quarter - generating total advertising growth of 8 percent - as both our local and national business units performed well,” said Meredith Chairman and CEO Stephen M. Lacy. “We grew total company revenues 6 percent - and combined with diligent expense management - meaningfully increased our operating profit margin. Additionally, we continued to return significant cash to our shareholders, raising our dividend over 8 percent to $1.98 per share on an annualized basis, further bolstering our commitment to Total Shareholder Return and our strong investment thesis.”
  
Looking closer at Meredith’s fiscal 2016 third quarter compared to the prior-year period, excluding special items:

Local Media Group operating profit grew nearly 45 percent and revenues increased 15 percent, both setting records for a fiscal third quarter. EBITDA margin increased to 39 percent. Growth was driven by a 10 percent increase in advertising revenues - boosted by strong political advertising in early primary states - and higher retransmission consent fees.

National Media Group operating profit grew 14 percent, as revenues and operating profit margin both increased. Performance was driven by 7 percent growth in advertising revenues, led by the prescription drug, food and beauty categories. Circulation revenues also increased.

Total Company digital advertising revenues grew 11 percent to a fiscal third-quarter record. Performance was driven primarily by the Better Homes and Gardens, Parents and Allrecipes brands in the National Media Group, and higher advertising rates in the Local Media Group.


For the first nine months of fiscal 2016, earnings per share were $2.74, compared to $2.08 in the prior year. Excluding special items in both periods, earnings per share were $2.24, compared to $2.36 in the prior year. As expected in an off-election year, Meredith recorded $34 million, or $0.46 per share, less of

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high-margin, incremental political advertising revenues in the first nine months of fiscal 2016 than in the prior-year period. Total revenues grew 4 percent to $1.2 billion.


OPERATING GROUP DETAIL


LOCAL MEDIA GROUP

Meredith’s Local Media Group includes 17 owned or operated television stations reaching 11 percent of U.S. households. Meredith’s portfolio is concentrated in large, fast-growing markets, including seven stations in the nation’s Top 25 and 13 in Top 50 markets. Meredith’s stations produce over 650 hours of local news and entertainment content each week. Meredith expects to continue to grow its Local Media Group organically and through strategic acquisitions.

Fiscal 2016 third quarter Local Media Group operating profit grew 47 percent to $46 million from $31 million in the prior-year period ($32 million excluding special items). Total Local Media Group revenues increased 15 percent to $141 million. (See Tables 1-4 for supplemental disclosures regarding non-GAAP financial measures.)

Looking more closely at fiscal 2016 third-quarter performance compared to the prior year:

Total advertising revenues increased 10 percent.

Non-political advertising revenues grew 4 percent to $91 million. Results were led by growth in the automotive, gaming and entertainment categories.

Political advertising revenues were $6 million. In particular, Meredith stations generated significant revenues from presidential primaries in Missouri, Nevada and South Carolina.

Digital advertising revenues grew more than 15 percent as a series of growth strategies continue to drive higher advertising rates across the group’s digital businesses.

Other revenues and operating expenses increased, due primarily to growth in retransmission revenues from cable and satellite television operators and higher programming fees paid to affiliated networks.

Meredith continued to demonstrate its strong connection with viewers during the February ratings period, as eight of its stations ranked No. 1 or No. 2 in morning news, and nine stations were No. 1 or No. 2 in late news.
 
“We delivered an excellent third quarter, growing non-political advertising and delivering strong political advertising, as well as benefitting from growth in net retransmission contribution,” said Meredith Local Media Group President Paul Karpowicz. “Looking to the balance of calendar 2016, we expect to deliver significant revenues from the strong political advertising environment and our recent retransmission agreements.”

For the first nine-months of fiscal 2016, Local Media Group operating profit was $116 million, compared to $123 million in the prior-year period. Excluding special items in both periods, operating profit was $115 million, compared to $129 million. As expected in an off-election year, Meredith recorded $34 million less of high-margin, incremental political advertising revenues in the first nine months of fiscal 2016 than in the prior-year period. Total Local Media Group revenues were $407 million, compared to $404 million in the prior-year period.


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NATIONAL MEDIA GROUP

Meredith’s National Media Group reaches 100 million unduplicated American women, and nearly 75 percent of U.S. millennial women. Meredith is a leader in creating content across media platforms and life stages in key consumer interest areas such as food, home, parenthood and health. It 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 2016 third quarter National Media Group operating profit was $35 million, compared to $23 million in the prior-year period. Excluding special items, operating profit grew 14 percent to $38 million. Revenues increased to $282 million from $275 million. (See Tables 1-4 for supplemental disclosures regarding non-GAAP financial measures.)

Looking more closely at fiscal 2016 third-quarter performance compared to the prior year:

Total advertising revenues grew 7 percent to $126 million, led by growth at the Shape, Allrecipes and EatingWell brands. The prescription drug, food and beauty categories were particularly strong.

Digital advertising revenues grew 10 percent, led by the Better Homes and Gardens, Parents and Allrecipes brands.

Circulation revenues increased to $97 million, reflecting the ongoing strength of Meredith’s 30 million subscriber base. Meredith continues to invest in strategies to increase contribution from circulation activities, including expanding the number of subscriptions that renew automatically.

Meredith’s consumer engagement remains very strong. According to the latest Magazine Media 360 Brand Audience Report, Allrecipes and Better Homes and Gardens rank among the Top Five brands in total audience size. Fit Pregnancy & Baby, EatingWell and Siempre Mujer are among the 10 fastest-growing brands in audience size.
  
“We’re pleased to have delivered growth in both advertising and circulation revenues, reflecting the ongoing appeal of our brands to both Baby Boom and Millennial women,” said Meredith National Media Group President Tom Harty. “Looking ahead to the balance of fiscal 2016, we expect continued growth in advertising, operating profit and margins.”

For the first nine months of fiscal 2016, National Media Group operating profit was $91 million, compared to $78 million in the prior-year period. Excluding special items in both periods, operating profit increased 6 percent to $99 million. Revenues increased 6 percent to $807 million.


OTHER FINANCIAL INFORMATION

Total debt was $703 million, and the weighted average interest rate was 2.7 percent, with $400 million effectively fixed at low rates. Meredith’s debt-to-EBITDA ratio for the trailing 12 months was 2.3 to 1 (as defined in Meredith’s credit agreements). All metrics are as of March 31, 2016.

Meredith continues to focus on its successful Total Shareholder Return program. Key elements include:

An annualized dividend of $1.98 per share that’s yielding approximately 4 percent based on yesterday’s closing price. Meredith has paid dividends for 69 consecutive years and increased them for 23 years straight.

An ongoing share repurchase program with $89 million remaining under current authorizations.


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Strategic 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 2016 third-quarter comparisons are against the comparable prior-year period unless otherwise stated.


OUTLOOK

Looking at the fourth quarter of fiscal 2016 compared to the prior-year period, Meredith expects:

Total Company revenues to be up in the low- to mid-single digits.

Total Local Media Group revenues to be up in the mid- to high-single digits.

Total National Media Group revenues to be flat to up slightly.

Earnings per share to range from $1.01 to $1.06.

When adding 2016 fourth quarter expected results to the $2.24 (before special items) generated in the first nine months, Meredith expects fiscal 2016 full year earnings per share to range from $3.25 to $3.30, an increase from the original fiscal 2016 guidance range of $2.90 to $3.25 that Meredith provided on July 30, 2015.

A number of uncertainties remain that may affect Meredith’s outlook as stated in this press release for the fourth quarter and full year fiscal 2016. These and other uncertainties are referenced below under “Cautionary Statement Regarding Forward-Looking Statements” and in certain filings with the U.S. Securities and Exchange Commission.


CONFERENCE CALL WEBCAST

Meredith will host a conference call on April 28, 2016, at 11 a.m. EDT to discuss fiscal 2016 third-quarter results. A live webcast will be accessible to the public on the Company’s 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.


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, adjusted EBITDA, EBITDA margin and adjusted 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 Company’s results from core operations and delineate underlying trends. Management does not use EBITDA as a measure of liquidity or funds available for management’s discretionary use because it includes certain contractual and non-discretionary expenditures. Adjusted EBITDA is defined as EBITDA before special items.

Results excluding special items 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 Meredith’s 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.


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SAFE HARBOR

This release contains certain forward-looking statements that are subject to risks and uncertainties. These statements are based on management’s 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 Company’s revenue and earnings-per-share outlook for fourth-quarter and full-year fiscal 2016.

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 Company’s 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 and video - to provide consumers with content they desire and to deliver the messages of its advertising and marketing partners.

Meredith's Local Media Group includes 17 owned or operated television stations reaching 11 percent of U.S. households. Meredith's portfolio is concentrated in large, fast-growing markets, with seven stations in the nation's Top 25 - including Atlanta, Phoenix, St. Louis and Portland - and 13 in Top 50 markets. Meredith's stations produce over 650 hours of local news and entertainment content each week, and operate leading local digital destinations.

Meredith's National Media Group reaches 100 million unduplicated women every month, including nearly 75 percent of U.S. millennial women. Meredith is the leader in creating and distributing content across platforms in key consumer interest areas such as food, home, parenting and health through well-known brands such as Better Homes and Gardens, Allrecipes, Parents and Shape. Meredith also features robust brand licensing activities, including more than 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 world’s top brands, including Kraft, Lowe's and NBC Universal.

Meredith’s 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. Meredith’s current annualized dividend of $1.98 per share yields approximately 4 percent. Meredith has paid a dividend for 69 straight years and increased it for 23 consecutive years.

-- # # # # --

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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
E-mail: Mike.Lovell@meredith.com
 
E-mail: Art.Slusark@meredith.com



6




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

 
Three Months
 
Nine Months
Periods ended March 31,
2016
 
2015
 
2016
 
2015
(In thousands except per share data)
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
Advertising
$
222,402

 
$
206,010

 
$
682,643

 
$
665,463

Circulation
96,619

 
96,037

 
235,145

 
221,390

All other
103,750

 
96,132

 
296,062

 
281,415

Total revenues
422,771

 
398,179

 
1,213,850

 
1,168,268

Operating expenses
 
 
 
 
 
 
 
Production, distribution, and editorial
156,739

 
154,448

 
460,982

 
436,618

Selling, general, and administrative
183,045

 
182,015

 
534,567

 
521,143

Depreciation and amortization
14,613

 
14,610

 
44,679

 
41,687

Merger termination fee net of merger-related costs
(59,664
)
 

 
(43,541
)
 

Total operating expenses
294,733

 
351,073

 
996,687

 
999,448

Income from operations
128,038

 
47,106

 
217,163

 
168,820

Interest expense, net
(5,104
)
 
(5,179
)
 
(15,682
)
 
(14,206
)
Earnings before income taxes
122,934

 
41,927

 
201,481

 
154,614

Income taxes
(42,030
)
 
(16,671
)
 
(77,029
)
 
(60,402
)
Net earnings
$
80,904

 
$
25,256

 
$
124,452

 
$
94,212

 
 
 
 
 
 
 
 
Basic earnings per share
$
1.81

 
$
0.57

 
$
2.79

 
$
2.12

Basic average shares outstanding
44,617

 
44,549

 
44,623

 
44,497

 
 
 
 
 
 
 
 
Diluted earnings per share
$
1.79

 
$
0.56

 
$
2.74

 
$
2.08

Diluted average shares outstanding
45,298

 
45,387

 
45,344

 
45,289

 
 
 
 
 
 
 
 
Dividends paid per share
$
0.4950

 
$
0.4575

 
$
1.4100

 
$
1.3225




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Meredith Corporation and Subsidiaries
Segment Information (Unaudited)

 
Three Months
 
Nine Months
Periods ended March 31,
2016
 
2015
 
2016
 
2015
(In thousands)
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
National media
 
 
 
 
 
 
 
Advertising
$
125,845

 
$
117,979

 
$
390,301

 
$
359,985

Circulation
96,619

 
96,037

 
235,145

 
221,390

Other revenues
59,379

 
61,282

 
181,123

 
182,630

Total national media
281,843

 
275,298

 
806,569

 
764,005

Local media
 
 
 
 
 
 
 
Non-political advertising
90,939

 
87,752

 
283,806

 
262,914

Political advertising
5,618

 
279

 
8,536

 
42,564

Other revenues
44,371

 
34,850

 
114,939

 
98,785

Total local media
140,928

 
122,881

 
407,281

 
404,263

Total revenues
$
422,771

 
$
398,179

 
$
1,213,850

 
$
1,168,268

 
 
 
 
 
 
 
 
Operating profit
 
 
 
 
 
 
 
National media
$
34,781

 
$
23,460

 
$
91,167

 
$
78,462

Local media
46,150

 
31,420

 
115,918

 
122,718

Unallocated corporate
47,107

 
(7,774
)
 
10,078

 
(32,360
)
Income from operations
$
128,038

 
$
47,106

 
$
217,163

 
$
168,820

 
 
 
 
 
 
 
 
Depreciation and amortization
 
 
 
 
 
 
 
National media
$
4,663

 
$
4,369

 
$
14,061

 
$
11,481

Local media
9,425

 
9,816

 
29,019

 
28,926

Unallocated corporate
525

 
425

 
1,599

 
1,280

Total depreciation and amortization
$
14,613

 
$
14,610

 
$
44,679

 
$
41,687

 
 
 
 
 
 
 
 
EBITDA 1
 
 
 
 
 
 
 
National media
$
39,444

 
$
27,829

 
$
105,228

 
$
89,943

Local media
55,575

 
41,236

 
144,937

 
151,644

Unallocated corporate
47,632

 
(7,349
)
 
11,677

 
(31,080
)
Total EBITDA 1
$
142,651

 
$
61,716

 
$
261,842

 
$
210,507


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


8



Meredith Corporation and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)

Assets
March 31, 2016
 
June 30,
2015
(In thousands)
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
17,249

 
$
22,833

Accounts receivable, net
281,317

 
284,646

Inventories
23,954

 
24,681

Current portion of subscription acquisition costs
132,444

 
122,350

Current portion of broadcast rights
7,872

 
4,516

Other current assets
25,762

 
23,505

Total current assets
488,598

 
482,531

Property, plant, and equipment
526,611

 
527,622

Less accumulated depreciation
(331,298
)
 
(313,886
)
Net property, plant, and equipment
195,313

 
213,736

Subscription acquisition costs
99,116

 
103,842

Broadcast rights
4,922

 
1,795

Other assets
78,092

 
67,750

Intangible assets, net
957,779

 
972,382

Goodwill
1,000,078

 
1,001,246

Total assets
$
2,823,898

 
$
2,843,282

 
 
 
 
Liabilities and Shareholders’ Equity
 
 
 
Current liabilities
 
 
 
Current portion of long-term debt
$
71,875

 
$
62,500

Current portion of long-term broadcast rights payable
8,275

 
4,776

Accounts payable
71,202

 
93,944

Accrued expenses and other liabilities
152,052

 
163,655

Current portion of unearned subscription revenues
206,215

 
206,126

Total current liabilities
509,619

 
531,001

Long-term debt
631,250

 
732,500

Long-term broadcast rights payable
6,039

 
2,998

Unearned subscription revenues
138,741

 
151,221

Deferred income taxes
358,741

 
311,645

Other noncurrent liabilities
162,118

 
162,067

Total liabilities
1,806,508

 
1,891,432

Shareholders’ equity
 
 
 
Common stock
37,620

 
37,657

Class B stock
6,934

 
6,963

Additional paid-in capital
56,510

 
49,019

Retained earnings
931,576

 
870,859

Accumulated other comprehensive loss
(15,250
)
 
(12,648
)
Total shareholders’ equity
1,017,390

 
951,850

Total liabilities and shareholders’ equity
$
2,823,898

 
$
2,843,282




9



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

Nine months ended March 31,
2016
 
2015
(In thousands)
 
 
 
Net cash provided by operating activities
$
173,620

 
$
123,295

 
 
 
 
Cash flows from investing activities
 
 
 
Acquisitions of and investments in businesses
(8,186
)
 
(254,965
)
Additions to property, plant, and equipment
(13,385
)
 
(19,997
)
Proceeds from disposition of assets
1,767

 
83,434

Net cash used in investing activities
(19,804
)
 
(191,528
)
 
 
 
 
Cash flows from financing activities
 
 
 
Proceeds from issuance of long-term debt
167,500

 
420,000

Repayments of long-term debt
(259,375
)
 
(309,375
)
Dividends paid
(63,735
)
 
(59,390
)
Purchases of Company stock
(13,390
)
 
(41,957
)
Proceeds from common stock issued
8,253

 
35,472

Excess tax benefits from share-based payments
2,303

 
6,790

Other
(956
)
 
(236
)
Net cash provided by (used in) financing activities
(159,400
)
 
51,304

Net decrease in cash and cash equivalents
(5,584
)
 
(16,929
)
Cash and cash equivalents at beginning of period
22,833

 
36,587

Cash and cash equivalents at end of period
$
17,249

 
$
19,658




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

Special Items - The following table shows results of operations excluding special items and as reported with the difference being the special items. Results of operations excluding special items are non-GAAP measures. Management’s rationale for presenting non-GAAP measures is included in the text of this earnings release.
Three months ended March 31, 2016
National
Media
Local
Media
Unallocated Corporate
Total
(In thousands except per share data)
 
 
 
 
Operating profit excluding special items (non-GAAP)
$
38,403

$
46,150

$
(12,557
)
$
71,996

Special items
 
 
 
 
Merger termination fee net of merger-related costs


59,664

59,664

Severance and related benefit costs
(3,021
)


(3,021
)
Write-down of impaired assets
(535
)


(535
)
Other
(66
)


(66
)
Total special items
(3,622
)

59,664

56,042

Operating profit
$
34,781

$
46,150

$
47,107

$
128,038

 
 
 
 
 
Earnings per share excluding special items (non-GAAP)
$
0.92

Per share impact of current tax deductibility of prior quarters’ merger costs
0.10

Per share impact of special items of $56,042 ($34,466 after tax)
0.77

Diluted earnings per share
$
1.79

 
 
 
 
 
 
 
 
 
 
Nine months ended March 31, 2016
National
Media
Local
Media
Unallocated Corporate
Total
(In thousands except per share data)
 
 
 
 
Operating profit excluding special items (non-GAAP)
$
98,523

$
114,980

$
(33,463
)
$
180,040

Special items
 
 
 
 
Merger termination fee net of merger-related costs


43,541

43,541

Severance and related benefits costs
(7,269
)
(132
)

(7,401
)
Reversal of previously accrued restructuring costs
514

1,070


1,584

Write-down of impaired assets
(535
)


(535
)
Other
(66
)


(66
)
Total special items
(7,356
)
938

43,541

37,123

Operating profit
$
91,167

$
115,918

$
10,078

$
217,163

 
 
 
 
 
Earnings per share excluding special items (non-GAAP)
$
2.24

Per share impact of current tax deductibility of prior quarters’ merger costs
0.10

Per share impact of special items of $37,123 ($18,133 after tax)
0.40

Diluted earnings per share
$
2.74



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

Special Items - The following table shows diluted earnings per share excluding special items and as reported with the difference being the special items. Diluted earnings per share excluding special items is a non-GAAP measure. Management’s rationale for presenting non-GAAP measures is included in the text of this earnings release.

Three months ended March 31, 2015
National
Media
Local
Media
Unallocated Corporate
Total
(In thousands except per share data)
 
 
 
 
Operating profit excluding special items (non-GAAP)
$
33,571

$
32,076

$
(7,268
)
$
58,379

Special items
 
 
 
 
Severance and related benefit costs
(8,234
)
(656
)
(506
)
(9,396
)
Write-down of impaired assets
(1,692
)


(1,692
)
Acquisition and disposal transaction costs
(115
)


(115
)
Other
(70
)


(70
)
Total special items
(10,111
)
(656
)
(506
)
(11,273
)
Operating profit
$
23,460

$
31,420

$
(7,774
)
$
47,106

 
 
 
 
 
Earnings per share excluding special items (non-GAAP)
$
0.71

Per share impact of special items
(0.15
)
Diluted earnings per share
$
0.56

 
 
 
 
 
 
 
 
 
 
Nine months ended March 31, 2015
National
Media
Local
Media
Unallocated Corporate
Total
(In thousands except per share data)
 
 
 
 
Operating profit excluding special items (non-GAAP)
$
92,641

$
128,763

$
(31,854
)
$
189,550

Special items
 
 
 
 
Severance and related benefit costs
(11,853
)
(2,311
)
(506
)
(14,670
)
Write-down of impaired assets
(1,692
)
(1,259
)

(2,951
)
Acquisition and disposal transaction costs
(564
)
(2,284
)

(2,848
)
Other
(70
)
(191
)

(261
)
Total special items
(14,179
)
(6,045
)
(506
)
(20,730
)
Operating profit
$
78,462

$
122,718

$
(32,360
)
$
168,820

 
 
 
 
 
Earnings per share excluding special items (non-GAAP)
$
2.36

Per share impact of special items
(0.28
)
Diluted earnings per share
$
2.08



12



Table 3
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.

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

Three months ended March 31, 2016
National
Media
Local
Media
Unallocated Corporate
Total
(In thousands)
 
 
 
 
Revenues
$
281,843

$
140,928

$

$
422,771

 
 
 
 
 
Operating profit
$
34,781

$
46,150

$
47,107

$
128,038

Depreciation and amortization
4,663

9,425

525

14,613

EBITDA
39,444

55,575

47,632

142,651

Special items
 
 
 
 
Merger termination fee net of merger-related costs


(59,664
)
(59,664
)
Severance and related benefit costs
3,021



3,021

Write-down of impaired assets
535



535

Other
66



66

Total special items
3,622


(59,664
)
(56,042
)
Adjusted EBITDA
$
43,066

$
55,575

$
(12,032
)
86,609

Less
 
 
 
 
Depreciation and amortization
 
 
 
(14,613
)
Special items
 
 
 
56,042

Net interest expense
 
 
 
(5,104
)
Income taxes
 
 
 
(42,030
)
Net earnings
 
 
 
$
80,904

 
 
 
 
 
Segment EBITDA margin
14.0
%
39.4
%
 
 
Segment adjusted EBITDA margin
15.3
%
39.4
%
 
 


13



Nine months ended March 31, 2016
National
Media
Local
Media
Unallocated Corporate
Total
(In thousands)
 
 
 
 
Revenues
$
806,569

$
407,281

$

$
1,213,850

 
 
 
 
 
Operating profit
$
91,167

$
115,918

$
10,078

$
217,163

Depreciation and amortization
14,061

29,019

1,599

44,679

EBITDA
105,228

144,937

11,677

261,842

Special items
 
 
 
 
Merger termination fee net of merger-related costs


(43,541
)
(43,541
)
Severance and related benefit costs
7,269

132


7,401

Reversal of previously accrued restructuring costs
(514
)
(1,070
)

(1,584
)
Write-down of impaired assets
535



535

Other
66



66

Total special items
7,356

(938
)
(43,541
)
(37,123
)
Adjusted EBITDA
$
112,584

$
143,999

$
(31,864
)
224,719

Less
 
 
 
 
Depreciation and amortization
 
 
 
(44,679
)
Special items
 
 
 
37,123

Net interest expense
 
 
 
(15,682
)
Income taxes
 
 
 
(77,029
)
Net earnings
 
 
 
$
124,452

 
 
 
 
 
Segment EBITDA margin
13.0
%
35.6
%
 
 
Segment adjusted EBITDA margin
14.0
%
35.4
%
 
 




14



Table 4
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.

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

Three months ended March 31, 2015
National
Media
Local
Media
Unallocated Corporate
Total
(In thousands)
 
 
 
 
Revenues
$
275,298

$
122,881

$

$
398,179

 
 
 
 
 
Operating profit
$
23,460

$
31,420

$
(7,774
)
$
47,106

Depreciation and amortization
4,369

9,816

425

14,610

EBITDA
27,829

41,236

(7,349
)
61,716

Special items
 
 
 
 
Severance and related benefit costs
8,234

656

506

9,396

Write-down of impaired assets
1,692



1,692

Acquisition and disposal transaction costs
115



115

Other
70



70

Total special items
10,111

656

506

11,273

Adjusted EBITDA
$
37,940

$
41,892

$
(6,843
)
72,989

Less
 
 
 
 
Depreciation and amortization
 
 
 
(14,610
)
Special items
 
 
 
(11,273
)
Net interest expense
 
 
 
(5,179
)
Income taxes
 
 
 
(16,671
)
Net earnings
 
 
 
$
25,256

 
 
 
 
 
Segment EBITDA margin
10.1
%
33.6
%
 
 
Segment adjusted EBITDA margin
13.8
%
34.1
%
 
 


15



Nine months ended March 31, 2015
National
Media
Local
Media
Unallocated Corporate
Total
(In thousands)
 
 
 
 
Revenues
$
764,005

$
404,263

$

$
1,168,268

 
 
 
 
 
Operating profit
$
78,462

$
122,718

$
(32,360
)
$
168,820

Depreciation and amortization
11,481

28,926

1,280

41,687

EBITDA
89,943

151,644

(31,080
)
210,507

Special items
 
 
 
 
Severance and related benefit costs
11,853

2,311

506

14,670

Write-down of impaired assets
1,692



1,692

Acquisition and disposal transaction costs
564

2,284


2,848

Other
70

191


261

Total special items
14,179

4,786

506

19,471

Adjusted EBITDA
$
104,122

$
156,430

$
(30,574
)
229,978

Less
 
 
 
 
Depreciation and amortization
 
 
 
(41,687
)
Special items
 
 
 
(19,471
)
Net interest expense
 
 
 
(14,206
)
Income taxes
 
 
 
(60,402
)
Net earnings
 
 
 
$
94,212

 
 
 
 
 
Segment EBITDA margin
11.8
%
37.5
%
 
 
Segment adjusted EBITDA margin
13.6
%
38.7
%
 
 






16