Meredith Corporation

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HIGHLIGHTS


 

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the fiscal year ended June 30, 2004

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

 

Securities registered pursuant to Section 12 (b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

 
 

Common Stock, par value $1

 

New York Stock Exchange

 
         

Securities registered pursuant to Section 12 (g) of the Act:

   

Title of class

   
   

Class B Stock, par value $1

   

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 [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     [X]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).     Yes [X]     No [  ]

The registrant estimates that the aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant at December 31, 2003, was $1,831,000,000 based upon the closing price on the New York Stock Exchange at that date.

Shares of stock outstanding at July 31, 2004

Common shares

40,794,017

Class B shares

9,650,297

Total common and class B shares

50,444,314

 


 

 

EXPLANATORY NOTE

This amended Form 10-K is being filed solely to clarify the circumstances surrounding the Company's decision to change its accounting policy with respect to the lives of its network affiliation agreements. The Company has amended the text in the second paragraph under the heading Accounting Changes in Management's Discussion and Analysis of Financial Condition and Results of Operations and the first paragraph of Note 2 in the Consolidated Financial Statements. The remainder of the Form 10-K originally filed with the Securities and Exchange Commission on September 13, 2004 is unchanged. Only Items 7 and 8 which reflect the above referenced changes are included in this amendment.

 

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TABLE OF CONTENTS 

     

Page

Item 7.

Management's Discussion and Analysis of Financial
Condition and Results of Operations

4

 

Item 8.

Financial Statements and Supplementary Data

27

     
 

Signature page

69

 

Index to Exhibits

70

 

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ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) consists of the following sections:

 

Page

   

Executive Overview

4

     
 

A description of each of Meredith's businesses, including their major sources of revenues and operating costs, and financial highlights from fiscal 2004.

 
   

Results of Operations

7

     
 

A review of results of operations for fiscal 2004 compared with fiscal 2003 and for fiscal 2003 compared with fiscal 2002. It begins with an overview followed by a more detailed discussion of results by business segment and in total.

 
   

Liquidity and Capital Resources

18

     
 

An analysis of changes in the balance sheet and cash flows, as well as a discussion of long-term debt, contractual obligations, the Company's share repurchase program, dividend payments, and capital expenditures.

 
   

Critical Accounting Policies

22

     
 

A discussion of the critical accounting policies management believes are important to understanding the assumptions and judgments incorporated into the reported financial results.

 
   

Outlook and Risk Factors

24

     
 

A discussion of the outlook for fiscal 2005 and factors that may cause actual results to differ from those currently anticipated.

 

 

The MD&A should be read in conjunction with the other sections of this Annual Report on Form 10-K, including Item 1-Business, Item 6-Selected Financial Data, and Item 8-Financial Statements and Supplementary Data. The MD&A contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this filing and particularly in the Outlook and Risk Factors section of the MD&A.

 

EXECUTIVE OVERVIEW

Meredith Corporation is one of America's leading home and family publishers and a broadcaster with television stations in top markets such as Atlanta and Phoenix. Each month we reach more than 75 million American consumers through our magazines, books, custom publications, web sites, and television stations. Our businesses serve well-defined readers and viewers, deliver the messages of advertisers, and extend our brand franchises and expertise to related markets. Our products and services distinguish themselves on the basis of quality, customer service, and value that can be trusted.

-4-


 

Meredith operates in two business segments. Publishing consists of magazine and book publishing, integrated marketing, interactive media, database-related activities, brand licensing and other related operations. Broadcasting consists of 12 network-affiliated television stations and one radio station. Both segments operate primarily in the United States and compete against similar media and other types of media on both a local and national basis. Publishing accounted for 75 percent of the Company's $1.16 billion in revenues in fiscal 2004 while broadcasting revenues totaled 25 percent.

Meredith is committed to building value for its shareholders. We have three primary strategies. The first is to expand our powerful publishing base by broadening our magazine portfolio, extending and developing our brands, capturing the potential in the Hispanic market and expanding our book and custom publishing businesses. The second strategy is to continue to strengthen the broadcasting business by improving ratings and share especially for newscasts, aggressively selling the improved ratings, creating additional revenue sources, and managing costs. The third strategy is to maintain our excellent financial position which allows us to pursue targeted acquisitions and to invest in our businesses. In publishing we are primarily focused on acquiring properties aimed at women between the ages of 30 and 40. Topics of interest to this age group include fitness, health, and parenting. In broadcasting we are targeting the creation of duopolies (the ownership of two stations in a single market) or regional clusters that allow us to generate cost efficiencies by operating multiple stations from one location. We also seek to improve our network diversity and expand our audience reach while maintaining our geographic diversity.

PUBLISHING
Advertising revenues made up 48 percent of fiscal 2004 publishing revenues. These revenues are generated from the sale of advertising space in the Company's magazines and on web sites to clients interested in promoting their brands, products and services to consumers. Changes in advertising revenues tend to correlate with changes in the level of economic activity in the United States. Indicators of economic activity include changes in the level of gross domestic product, consumer spending, housing starts, unemployment rates, auto sales, and interest rates. Circulation levels of Meredith's magazines, reader demographic data, and the advertising rates charged relative to other available advertising opportunities also affect the level of advertising revenues.

Circulation revenues accounted for 28 percent of fiscal 2004 publishing revenues. Circulation revenues result from the sale of magazines to consumers through subscriptions and by single copy sales on newsstands, primarily at major retailers and grocery/drug stores. In the short term, subscription revenues, which accounted for nearly 70 percent of circulation revenues, are less susceptible to economic changes because subscriptions are generally sold for terms of one to three years. However, the same economic factors that affect advertising revenues can influence consumers' response to subscription offers and result in lower revenues and/or higher costs to maintain subscriber levels over time. A key factor in Meredith's subscription success is our industry-leading database. It contains approximately 75 million names, including about three-quarters of American homeowners, with an average of 300 data points on each name. This size and depth is a key to our circulation model and allows more precise consumer targeting. Newsstand revenues are more volatile than subscription revenues and can vary significantly month to month depending on economic and other factors.

The remaining 24 percent of publishing revenues came from a variety of activities that included the sale of books and custom publishing services as well as brand licensing, product sales and other related activities. These revenues generally are affected by the same economic factors that affect advertising revenues.

-5-


 

Publishing's major expense categories include production and delivery of publications and promotional mailings and employee compensation costs. Paper, postage, and production charges represented approximately 42 percent of the segment's operating expenses in fiscal 2004. Paper is a commodity, and pricing can vary significantly year to year. Prices fluctuate based on the worldwide demand and supply for paper in general and for specific types of paper used by Meredith. Postal rates are dependent on the financial condition of the United States Postal Service. Postal rates were last increased in June 2002, and no further rate increases are expected until 2006. Meredith works with others in the industry and through trade organizations to encourage the Postal Service to implement efficiencies and contain rate increases. Our publications are outsourced to printers, and rates can fluctuate with changes in the demand and supply for printing services in the United States. We typically have multi-year contracts for the production of our magazines, a practice which reduces price fluctuations over the contract term.

Employee compensation, which includes benefits expense, represented almost 20 percent of fiscal 2004 publishing operating expenses. Compensation expense is affected by salary and incentive levels, the number of employees, the costs of our various employee benefit plans, and other factors. The remaining 38 percent of fiscal 2004 publishing expenses included costs for magazine newsstand and book distribution, advertising and promotional efforts, and general overhead costs for facilities and technology services.

BROADCASTING
Broadcasting derives almost all of its revenues-98 percent in fiscal 2004-from the sale of advertising. The remainder comes from television rebroadcast rights fees, network compensation, television production services, and other services.

The stations sell both local/regional and national advertising. Political advertising associated with biennial election campaigns can result in cyclical increases (in odd-numbered fiscal years) and decreases (in even-numbered fiscal years) in advertising revenues. Meredith has also developed the Cornerstone program, which leverages our publishing brands. The program packages material from our national magazines with local advertising to create customized mini-magazines delivered to targeted customers. We have generated additional revenues from Internet activities and programs focused on local interests such as Community events and college and professional sports. Changes in advertising revenues tend to correlate with changes in the level of economic activity in the United States and in the local markets in which we operate stations; they also are linked to cyclical changes discussed previously. Indicators of economic activity include changes in the level of gross domestic product, consumer spending, unemployment rates, auto sales, and interest rates. Programming content, audience share, audience demographics, and the advertising rates charged relative to other available advertising opportunities also affect advertising revenues. On occasion, unusual events necessitate uninterrupted television coverage and will adversely affect spot advertising revenues.

Broadcasting's major expense categories are employee compensation and programming costs. Employee compensation represented approximately 49 percent of fiscal 2004 broadcasting operating expenses and is affected by the same factors as noted for publishing. Programming expense represented approximately 14 percent of this segment's fiscal 2004 expenses. Programming expense is affected by the costs of programs available for purchase and the selection of programs aired by our television stations. Sales and promotional activities and general overhead costs for facilities and technical resources accounted for the majority of the remaining 37 percent of operating expenses.

FISCAL 2004 HIGHLIGHTS

-6-


 

 

RESULTS OF OPERATIONS

Years ended June 30

 

2004

 

Change

Restated
2003  

 

Change

 

2002

 

(In millions except per share)

                     

Total revenues

$

1,161.7

 

8 %

$

1,080.1

 

9 %

$

987.8

 

Costs and expenses

 

923.3

 

6 %

 

871.4

 

7 %

 

816.4

 

Depreciation and amortization

 

35.3

 

(3)%

 

36.3

 

(32)%

 

53.6

 

Total operating costs and expenses

 

958.6

   

6 %

 

907.7

 

4 %

 

870.0

 

Income from operations

 

203.1

   

18 %

 

172.4

 

46 %

 

117.8

 

Nonoperating (expense) income

 

-

 

100 %

 

(1.6

)

NM 

 

63.8

 

Earnings before cumulative effect of

                     

     change in accounting principle

 

110.7

 

26 %

 

88.1

 

(4)%

 

91.4

 

Net earnings

 

110.7

 

NM 

 

2.3

 

(97)%

 

91.4

 

Diluted earnings per share

                     

     before cumulative effect of

                     

     change in accounting principle

 

2.14

 

24 %

 

1.73

 

(3)%

 

1.79

 

Diluted earnings per share

 

2.14

 

NM 

 

0.05

 

(97)%

 

1.79

 

NM-Not meaningful

                     

 

OVERVIEW
Following are descriptions of significant acquisitions and dispositions as well as accounting changes that have affected the comparability of Meredith's results of operations over the last three fiscal years. Also included is a discussion of our rationale for the use of financial measures that are not in accordance with generally accepted accounting principles, or non-GAAP financial measures, and a discussion of the trends and uncertainties that affect our businesses. Following the Overview is an analysis of the results of operations for the publishing and broadcasting segments and an analysis of the consolidated results of operations for the last three fiscal years.

-7-


 

Acquisitions, Exchanges and Dispositions
In December 2002, Meredith purchased American Baby magazine and related assets (American Baby Group) from Primedia Inc. for $117.9 million. In June 2002, Meredith exchanged its Orlando and Ocala, FL television stations for KPTV in Portland, OR. The transaction created a Meredith duopoly in Portland where we already owned KPDX-TV. A duopoly (defined as the ownership of two stations in a single market) provides opportunities to combine operations and lower overall costs. The operations of the acquired properties have been included in our consolidated operating results since their respective acquisition dates. See Note 5 to the consolidated financial statements for further information.

Accounting Changes
At the beginning of fiscal 2003, Meredith adopted SFAS No. 142, Goodwill and Other Intangible Assets.
SFAS No. 142 requires that goodwill and intangible assets with indefinite lives no longer be amortized to earnings but be reviewed at least annually for impairment. It also required an initial review for impairment as of the beginning of the fiscal year of adoption. Our initial review resulted in transitional impairment losses of $139.9 million ($85.7 million after tax), or $1.68 per diluted share. The charge was recorded net of tax as the cumulative effect of a change in accounting principle in the first quarter of fiscal 2003. No further impairments have been noted as a result of the subsequent annual reviews performed as of May 31, 2003 and 2004. Note 3 to the consolidated financial statements provides further information about the adoption of SFAS No. 142.

Upon the adoption of SFAS No. 142, we, like most broadcasters, determined that our broadcasting network affiliation agreement intangible assets had indefinite lives and ceased recording amortization expense on these assets. Subsequent to this determination, we had discussions with the staff of the Securities and Exchange Commission as to whether network affiliation agreements are definite lived assets and should be amortized over the period of time the agreements are expected to remain in place, assuming renewals without material modifications to the original terms and conditions. Based on these discussions, we reevaluated our accounting treatment and modified our accounting policy. We will amortize these assets effective with the adoption of SFAS No. 142 generally using lives of 25 to 40 years from their original acquisition dates. This change in accounting policy has resulted in the restatement of results for fiscal 2003 (and each of the quarters of fiscal 2003) and the first three quarters of fiscal 2004 in this annual report on Form 10-K. If future renewals result in modifications to the original terms and conditions of these agreements, the lives will be reassessed.

The elimination of amortization expense related to indefinite-lived intangible assets and goodwill as a result of SFAS No. 142 materially affected the comparisons of fiscal 2004 and 2003 results with the reported results for fiscal 2002. SFAS No. 142 does not permit the restatement of prior years' results. Because this reduction in amortization expense resulted from a change in accounting principle and did not reflect a change in the underlying performance of the business, we believe it is useful to present adjusted financial information as if the amortization provisions of SFAS No. 142 had been effective in all periods presented. The adjusted data do not reflect the after-tax impairment loss of $85.7 million that was recognized by the Company upon the adoption of SFAS No. 142 and do not take into account impairment charges that may have been recorded had the Company adopted this statement at an earlier date. If the statement had been adopted at the beginning of fiscal 2002 earnings and earnings per share would have been as follows:

-8-


 

 

Years ended June 30

 

2004

Change

 

Restated
2003

Change

 

2002

 

(In millions except per share)

                 

Earnings before cumulative effect

                 

     of change in accounting principle

                 

As reported

$

110.7  

26 %

$

88.1

(4)% 

$

91.4 

 

SFAS No. 142 amortization (net of tax)

 

-  

   

-    

   

12.0 

 

As adjusted

$

110.7  

26 %

$

88.1

(15)% 

$

103.4 

 
                   

Diluted earnings per share before cumulative

                 

     effect of change in accounting principle

                 

As reported

$

2.14  

24 %

$

1.73

(3)% 

$

1.79 

 

SFAS No. 142 amortization (net of tax)

 

-  

   

-   

   

.24 

 

As adjusted

$

2.14  

24 %

$

1.73

(15)% 

$

2.03 

 

 

Use of Non-GAAP financial measures
The adjusted earnings and earnings per share figures shown above are non-GAAP financial measures.

In the following discussions, results excluding the effect of this accounting change are disclosed as adjusted segment operating costs, adjusted segment operating profit, adjusted consolidated operating costs and expenses, and adjusted income from operations. These, too, are non-GAAP measures.

The following analysis of broadcasting segment results includes references to earnings before interest, taxes, depreciation, and amortization (EBITDA). EBITDA and EBITDA margin are non-GAAP measures. We use EBITDA along with operating profit and other GAAP measures to evaluate the financial performance of our broadcasting segment. EBITDA is a common alternative measure of performance in the broadcasting industry and is used by investors and financial analysts, but its calculation may vary among companies. Broadcasting segment EBITDA is not used as a measure of liquidity, nor is it necessarily indicative of funds available for our discretionary use.

We believe the non-GAAP measures used in the MD&A contribute to an understanding of our financial performance. These measures should not, however, be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. We use and present non-GAAP financial measures along with GAAP results to evaluate and communicate the performance of the Company and its segments. We believe the non-GAAP financial measures provide an additional analytic tool to understand our results from core operations and to reveal underlying trends.

Trends and Uncertainties
Advertising volume is the Company's key uncertainty, and its fluctuation can have a material effect on operating results. Advertising revenues accounted for approximately 60 percent of total revenues in fiscal 2004. Other significant uncertainties that can affect operating results include fluctuations in the cost of paper, postage rates and, over time, television programming rights. The Company's cash flow from operating activities, its primary source of liquidity, is adversely affected when the advertising market is weak or when costs rise. One of our priorities is to manage our businesses prudently during expanding and contracting economic cycles to maximize shareholder return over time. To manage the uncertainties inherent in our businesses, we prepare monthly forecasts of anticipated results of operations and monitor the economic indicators mentioned in the Executive Overview. See the Outlook and Risk Factors section of the MD&A for further discussion.

PUBLISHING
The following discussion reviews operating results for our publishing segment, which includes magazine and book publishing, integrated marketing, interactive media, brand licensing, and other related operations. The publishing segment contributed 75 percent of Meredith's revenues and 69 percent of the income from publishing and broadcasting operations in fiscal 2004.

-9-


 

The publishing segment achieved record revenues and operating profit in fiscal 2004. Revenues grew 8 percent and operating profit increased 16 percent as a result of a full year's ownership of the American Baby Group, higher advertising revenues, improved circulation contribution, and higher revenues and improved operating results from integrated marketing and interactive media operations. Publishing operating results for the last three fiscal years were as follows:

Years ended June 30

 

2004

Change

 

2003

Change

 

2002

(In millions)

               

Revenues

$

873.1

8 %

$

808.0

10 %

$

733.2

Operating costs

712.0

6 %

668.7

9 %

616.2

Operating profit

$

161.1

16 %

$

139.3

19 %

$

117.0

In the following discussion, references to comparable results in both fiscal 2004 and fiscal 2003 exclude the impact of the American Baby Group acquisition that occurred in December 2002.

Publishing Revenues
The 8 percent increase in publishing revenues in fiscal 2004 followed a 10 percent increase in fiscal 2003. The table below presents the components of revenues for the last three fiscal years.

 

Years ended June 30

 

2004

Change

 

2003

Change

 

2002

(In millions)

               

Revenues

               
 

Advertising

$

422.1

10 %   

$

383.1

18 %   

$

325.5

 

Circulation

 

248.6

(4)%   

 

259.1

(1)%   

 

261.6

Other

202.4

22 %   

165.8

14 %   

146.1

Total revenues

$

873.1

8 %   

$

808.0

10 %   

$

733.2

Advertising Revenues
The next table presents advertising page information according to PIB for our major subscription-based magazines for the last three fiscal years:

Years ended June 30

 

2004

Change

 

2003

Change

 

2002

                 

Better Homes and Gardens

 

2,104

4 % 

 

2,025

9 % 

 

1,865

Ladies' Home Journal

 

1,447

1 % 

 

1,431

18 % 

 

1,210

American Baby1

 

688

94 % 

 

354

 

-

Country Home

 

973

6 % 

 

922

17 % 

 

790

Traditional Home

 

962

22 % 

 

790

10 % 

 

716

Midwest Living

 

949

12 % 

 

846

23 % 

 

690

MORE

 

800

17 % 

 

685

22 % 

 

561

1.

Acquired December 2002

               

Publishing advertising revenues increased 10 percent in fiscal 2004. Comparable (excluding American Baby Group) advertising revenues increased in the mid-single digits on a percentage basis. Comparable advertising revenue growth was stronger in the first half of the fiscal year than in the second half. Second half comparisons reflected both stronger comparative revenues in the prior year and some slowing in the advertising demand in the current calendar year. Online advertising revenues increased more than 40 percent in fiscal 2004 due to full-year ownership of American Baby Group and increased market demand.

-10-


 

Comparable advertising pages increased 6 percent in fiscal 2004 while average net revenues per page were down slightly. The decline in average net revenues per page reflected slowing advertising demand and our efforts to maintain or improve market share. According to PIB, we increased our share of overall magazine industry advertising revenues to 6.7 percent in the twelve months ended with the June issues compared with 6.3 percent in the prior year. Combined advertising pages for our two largest circulation titles, Better Homes and Gardens and Ladies' Home Journal, increased nearly 3 percent in fiscal 2004. Ladies' Home Journal faced difficult comparisons due to strong prior-year advertising page sales related to the release of a new editorial and design package in the third quarter. Advertising pages for our mid-size titles, Country Home, Traditional Home, Midwest Living, and MORE, increased 14 percent in fiscal 2004.

Advertising categories showing strength in fiscal 2004 included the home and building category as well as the food and beverage, retail and technology categories. Advertising was weaker in the pharmaceutical and direct response categories, especially at Ladies' Home Journal.

In fiscal 2003, publishing advertising revenues increased 18 percent. On a comparable basis, advertising revenues increased 11 percent as the advertising market slowly improved from the recession that followed September 11, 2001. Total comparable advertising pages increased 14 percent, and all of our major magazines reported higher revenues. During the recession, we acted to build market share through three measures: initiatives designed to capture a greater share of advertisers' budgets, specific market share incentives for sellers, and a trade industry promotional program. These measures contributed to our recovery in fiscal 2003 and allowed our growth to outpace the industry's.

Circulation Revenues
Fiscal 2004 magazine circulation revenues declined 4 percent from fiscal 2003.
(The American Baby Group acquisition had no material effect on circulation revenues.) The decline in circulation revenues reflected lower newsstand sales due to continued industrywide weakness at the newsstand and fewer Special Interest Publications on sale in fiscal 2004. We reduced the number of Special Interest Publications in response to declining newsstand sales. Lower average subscription revenues per copy for several titles, due to an increase in the term of direct mail offers, also contributed to the decline. Our strategy to increase the term of direct mail offers lowers costs by reducing the need to find replacement subscribers.

In fiscal 2003, magazine circulation revenues declined 1 percent. The decline reflected lower average subscription revenues per copy for several titles due to an increase in the term of direct mail offers. The decline in subscription revenues was partially offset by higher newsstand revenues. The increase occurred in spite of industrywide weakness in the second half of the fiscal year. The industry downturn coincided with the start of the U.S.-Iraq conflict.

Other Revenues
Other publishing revenues increased 22 percent in fiscal 2004 (20 percent on a comparable basis), primarily reflecting strong new business growth in integrated marketing, our custom publishing operation. One of our larger new contracts is for publication of the monthly programming guide for DIRECTV® satellite television. Book sales also were up because of strong sales of books based on The Learning Channel® cable network's Trading Spaces® and the Discovery Channel® cable network's Monster Garage® television series and home improvement titles for The Home Depot®. The creation of license-branded books was a significant factor in the growth of our book business although we have experienced higher return rates of the licensed product compared to our internally-developed brands. Released in fiscal 2003, the 12th edition of the Better Homes and Gardens New Cook Book continued its strong performance in the fiscal year just ended.

In fiscal 2003, other publishing revenues increased 14 percent (7 percent on a comparable basis). The growth in comparable revenues was primarily the result of an increase in the volume of book sales. Book revenues increased 27 percent, led by the fall 2002 release of the 12th edition of the Better Homes and Gardens New Cook Book and the spring 2003 release of a book based on The Learning Channel® cable network's popular Trading Spaces® decorating show. Integrated marketing's fiscal 2003 new business was insufficient to offset programs reduced or eliminated by existing clients. Integrated marketing new business sales improved significantly in fiscal 2003, but, due to long lead times, revenues from most new programs did not commence until fiscal 2004.

-11-


 

Publishing Operating Costs
The following table details the impact of SFAS No. 142 on publishing operating costs:

 

Years ended June 30

 

2004

Change

 

2003

Change

 

2002

(In millions)

               

Operating costs

$ 712.0

6 %

$ 668.7

9 %

$ 616.2 

SFAS No. 142 amortization

 

-   

 

-  

 

(2.3)

 

As adjusted

 

$ 712.0

6 %

 

$ 668.7

9 %

 

$ 613.9 

 

Fiscal 2004 publishing costs increased 6 percent from fiscal 2003. Comparable (excluding American Baby Group) costs were up 5 percent. The higher comparable costs reflected volume-related increases in integrated marketing production and book costs as well as a 2 percent increase in average paper prices. In total, costs for production and delivery of publications and promotional mailings rose 7 percent. Higher employee compensation costs were another contributing factor. Comparable employee compensation costs increased in the mid-single digits on a percentage basis, reflecting higher staff levels primarily to support the growth in integrated marketing business and higher salary levels due to annual merit increases. Partially offsetting these increases were lower magazine subscription acquisition costs resulting from a shift to more profitable direct-to-publisher sources.

In fiscal 2003, publishing costs increased 9 percent after adjusting for the impact of SFAS No. 142. Comparable costs increased 4 percent in fiscal 2003 reflecting higher sales volume in advertising pages and books, higher postal rates, and higher employee compensation costs. The increases were partially offset by lower integrated marketing production costs resulting from lower sales volume, lower paper prices, and lower magazine subscription acquisition costs.

Publishing Operating Profit
The following table details the impact of SFAS No. 142 on publishing operating profit:

 

Years ended June 30

 

2004

Change

 

2003

Change

 

2002

(In millions)

               

Operating profit

$ 161.1

16 %

$ 139.3

19 %  

$ 117.0

SFAS No. 142 amortization

 

-   

 

-   

 

2.3

 

As adjusted

 

$ 161.1

16 %

 

$ 139.3

17 %  

 

$ 119.3

 

Publishing operating profit increased 16 percent in fiscal 2004. The primary factors were higher advertising revenues, increased integrated marketing sales and operating profits, lower subscription acquisition costs, and a full year's ownership of the American Baby Group. These improvements were partially offset by increased employee compensation costs and higher paper prices.

In fiscal 2003, publishing operating profit increased 17 percent after adjustment for the impact of SFAS No. 142. Major contributors were higher advertising revenues, increased book sales and operating profits, and lower paper prices. These positives were partially offset by higher postal rates and increased employee compensation costs.

 

BROADCASTING
The following discussion reviews operating results for the Company's broadcasting segment, which consists of 12 network-affiliated television stations, one radio station, and the related interactive media operations. The broadcasting segment contributed 25 percent of Meredith's revenues and 31 percent of the income from publishing and broadcasting operations in fiscal 2004.

-12-


 

Revenues grew 6 percent in fiscal 2004, leading to a 20 percent increase in operating profit. The revenue growth was achieved despite significantly lower political advertising due to the biennial nature of elections. Operating costs increased just 2 percent. Lower programming rights amortization expense nearly offset higher costs for sales and promotion efforts. Broadcasting operating results for the last three fiscal years were as follows:

 

Years ended June 30

 

2004

Change

Restated
2003

Change

2002

(In millions)

               

Revenues

$

288.6

6 %   

$

272.1

7 %   

$

254.6

Operating costs

217.6

 

2 %   

 

213.1

 

(9)%   

234.4

 

Operating profit

$

71.0

 

20 %

 

$

59.0

 

192 %   

$

20.2

 

 

Broadcasting Revenues
Broadcasting revenues increased 6 percent in fiscal 2004 and 7 percent in fiscal 2003. The table below presents the components of revenues for the last three fiscal years.

 

Years ended June 30

 

2004

Change

 

2003

Change

2002

(In millions)

             

Revenues

             
 

Non-political advertising

 

$ 275.8

 

13 %

 

$ 244.6

 

     -   

$ 245.6

 
 

Political advertising

 

  6.1

 

(71)%

 

 20.9

 

NM   

  1.6

 
 

Other

  

  6.7

  

 2 %

  

  6.6

  

(11)%  

  7.4

 

Total revenues

 

$ 288.6

 

 6 %

 

$ 272.1

 

 7 %  

$ 254.6

 

NM-Not meaningful

Broadcasting revenues increased 6 percent in fiscal 2004, reflecting higher non-political advertising revenues. Political advertising declined 71 percent, or nearly $15 million. Non-political advertising revenues increased 13 percent in fiscal 2004. Most of our stations have improved their ratings, including ratings for local newscasts, over the last two years. Local newscasts typically account for 30 to 40 percent of a television station's advertising revenues. Our stations' sales staffs have worked aggressively to translate the improved ratings to higher revenues, and we believe their efforts were a significant factor in the revenue growth. All of our stations have recorded strong growth in advertising revenues from unique direct-to-consumer advertising and marketing programs, some of which use content from our well-known magazine titles.

In fiscal 2003, broadcasting revenues increased 7 percent due to strong political advertising revenues. Political advertising associated with the November 2002 election campaigns totaled $20.9 million compared with only $1.6 million in political advertising in fiscal 2002. Political advertising displaces a certain amount of non-political advertising, so political advertising revenues are not entirely incremental.

Another factor affecting the comparison of fiscal 2003 and fiscal 2002 revenues was the June 2002 exchange of our Orlando and Ocala, FL television stations for KPTV in Portland, OR. The exchange negatively affected revenues in fiscal 2003, but it did not have a material effect on operating profits because of cost savings associated with the duopoly in Portland. On a same-station basis, fiscal 2003 revenues increased 15 percent. Same-station comparisons include revenues of KPTV-Portland and exclude revenues of the two Florida stations in all periods. The strong same-station growth reflected cyclical political advertising revenues, an improving advertising market, and execution of strategies to improve performance-implementing management changes, revamping newscasts, and modifying sales practices. The television advertising market was weak in fiscal 2002, especially following September 11, 2001. Improvement began late in fiscal 2002 and continued into fiscal 2003.

-13-


 

Broadcasting Operating Costs
The following table details the impact of SFAS No. 142 on broadcasting operating costs:

Years ended June 30

 

2004

Change

Restated
2003

Change

 

2002

(In millions)

               

Operating costs

$ 217.6

2 %

$ 213.1

(9)%

$ 234.4 

SFAS No. 142 amortization

 

-

 

 

-

 

 

(17.3)

 

As adjusted

 

$ 217.6

 

2 %

 

$ 213.1

 

(2)%

 

$ 217.1 

 

Fiscal 2004 broadcasting costs increased 2 percent from fiscal 2003. The cost increase was due primarily to higher sales and promotion costs which resulted from our more aggressive sales efforts. Lower broadcasting program rights amortization partially offset the cost increase. Over the last two years, we have worked to reduce the cost of broadcasting program rights without sacrificing programming quality, and these efforts have begun to yield financial benefits. Employee compensation costs were flat year over year.

Broadcasting costs declined 2 percent in fiscal 2003 after adjustment for the impact of SFAS No. 142. The slight decline primarily reflected lower broadcasting program rights amortization net of higher employee compensation costs resulting from our station improvement efforts.

Broadcasting Operating Profit
The following table details the impact of SFAS No. 142 on broadcasting operating profit:

Years ended June 30

 

2004

Change

Restated
2003

Change

 

2002

(In millions)

               

Operating profit

$  71.0

20 %

$ 59.0

192 %

$ 20.2

SFAS No. 142 amortization

 

-

 

 

-

 

 

17.3

 

As adjusted

 

$ 71.0

 

20 %

 

$ 59.0

 

57 %

 

$ 37.5

 

Broadcasting operating profit increased 20 percent in fiscal 2004 as revenues grew 6 percent and costs increased just 2 percent. Broadcasting operating profit grew 57 percent in fiscal 2003 after adjustment for the impact of SFAS No. 142. The improvement resulted from a 7 percent increase in revenues and a 2 percent decrease in costs.

Supplemental Disclosure of Broadcasting EBITDA
Meredith's broadcasting EBITDA is defined as broadcasting segment operating profit plus depreciation and amortization expense. EBITDA is not a GAAP financial measure and should not be considered in isolation or as a substitute for GAAP financial measures. See the discussion of management's rationale for the use of EBITDA in the Overview of this section. Broadcasting EBITDA and EBITDA margin were as follows:

Years ended June 30

 

2004

Change

Restated
2003

Change

2002

(In millions)

           

Operating profit

 

$ 71.0

 

20 %

$ 59.0

 

192 %

$ 20.2

 

Depreciation and amortization

 

22.3

 

3 %

21.6

 

(45)%

39.6

 

EBITDA

 

$ 93.3

 

16 %

$ 80.6

 

35 %

$ 59.8

 

EBITDA margin

 

32.3

%

 

29.6

%

 

23.5

%

 

-14-


 

UNALLOCATED CORPORATE EXPENSES
Unallocated corporate expenses are general corporate overhead expenses not attributable to the operating groups. These expenses for the last three years were as follows:

Years ended June 30

 

2004

Change

 

2003

Change

 

2002

(In millions)

               

Unallocated corporate expense

 

$ 29.0

12 % 

 

$ 25.8

33 % 

 

$ 19.4  

Unallocated corporate expenses increased 12 percent in fiscal 2004, reflecting increased charitable contributions and higher employee compensation costs. The increase in employee compensation reflected higher performance-based incentives, annual salary merit adjustments and higher employee severance costs resulting from restructuring in certain areas.

Unallocated corporate expenses increased 33 percent in fiscal 2003 due to higher performance-based incentives, higher employee benefit expenses, and increased costs for professional services such as insurance and auditing.

 

CONSOLIDATED

Consolidated Operating Costs and Expenses
Consolidated operating costs and expenses for the last three fiscal years were as follows:

Years ended June 30

 

2004

Change

 

Restated
2003

Change

2002

(In millions)

               

Production, distribution and editorial

 

$ 502.5

 

8 %

 

$ 464.8

 

  7 %

$ 433.7

 

Selling, general and administrative

 

420.8

 

3 %

 

406.6

 

  6 %

382.7

 

Depreciation and amortization

 

35.3

 

(3)%

 

36.3

 

(32)%

53.6

 

Operating costs and expenses

 

958.6

 

6 %

 

907.7

 

  4 %

870.0

SFAS No. 142 amortization

 

-

 

 

-

 

(19.6

)

As adjusted

 

$ 958.6

 

6 %

 

$ 907.7

 

  7 %

$ 850.4

 

Production, distribution and editorial costs
Fiscal 2004 production, distribution and editorial costs increased 8 percent from fiscal 2003. Excluding the impact of the December 2002 American Baby Group acquisition, the increase was 7 percent. The increase in comparable costs primarily reflected a volume-related increase in production costs for integrated marketing custom publishing projects. Also contributing was a 2 percent increase in average paper prices. These cost increases were partially offset by lower broadcasting program rights amortization expense.

Fiscal 2003 production, distribution and editorial costs increased 7 percent. Excluding American Baby Group costs, the increase was 4 percent, reflecting higher volumes in publishing and higher postal rates. Higher volumes resulted from an increase in the number of advertising pages and books sold. Postal rates increased nearly 10 percent on June 29, 2002.

Selling, general and administrative expenses
Fiscal 2004 selling, general and administrative expenses increased 3 percent from fiscal 2003. Comparable expenses (excluding the impact of the American Baby Group acquisition) increased 2 percent. Investments in our sales and promotion efforts, higher charitable contributions, and increased employee compensation costs were partially offset by lower magazine subscription acquisition costs.

-15-


 

Selling, general and administrative expenses increased 6 percent in fiscal 2003. Excluding American Baby Group costs, the increase was 3 percent, coming primarily from higher performance-based incentive accruals.

Depreciation and amortization expenses
Fiscal 2004 depreciation and amortization expenses declined 3 percent because of prior-year amortization expense for short-lived intangibles related to the American Baby Group acquisition. Comparable depreciation and amortization expense increased 2 percent, primarily reflecting segment investments in information technology.

Depreciation and amortization expenses declined 32 percent in fiscal 2003 because of the significant amortization expense eliminated by the adoption of SFAS No. 142. Excluding the impact of the new accounting standard, depreciation and amortization expenses increased 7 percent largely due to the amortization of intangible assets resulting from the American Baby Group acquisition. On a comparable basis, fiscal 2003 expense was even with the prior year's. Higher depreciation expense resulting primarily from broadcasting's investments in digital technology equipment was offset by lower amortization expense due to the impairment write-downs of broadcasting network affiliation agreement intangible assets. These write-downs resulted from the adoption of SFAS No. 142.

Operating costs and expense
Publishing paper, production and postage costs and employee compensation were the largest components of our operating costs and expenses. They are presented in the following table, expressed as a percentage of total pretax operating costs and expenses:

Years ended June 30

 

2004

Restated
2003

 

2002

Publishing paper, production    and postage

 

31.4 %

 

30.8 %

 

30.6 %

Employee compensation

 

28.4 %

 

28.7 %

 

26.3 %

If fiscal 2002 total pretax operating costs and expenses were adjusted for SFAS No. 142, the preceding percentages would have been 31.3 percent for publishing paper, production and postage and 26.9 percent for employee compensation.

Income from Operations
The following table details the impact of SFAS No. 142 on income from operations:

Years ended June 30

 

2004

Change

 

Restated
2003

Change

 

2002

(In millions)

               

Income from operations

$ 203.1

18 %

$  172.4

46 %

$ 117.8

SFAS No. 142 amortization

 

-

 

 

 

-

 

 

19.6

 

As adjusted

 

$ 203.1

 

18 %

 

$  172.4

 

25 %

 

$ 137.4

 

Income from operations increased 18 percent in fiscal 2004 and 25 percent in fiscal 2003 after adjustment for SFAS No. 142. The increases reflected revenue growth and higher operating margins in both of our business segments.

Nonoperating (Expense) Income
Nonoperating expense totaled $1.6 million in fiscal 2003 and included a loss on the sale of a subsidiary ($2.2 million) and the write-off of an investment in a start-up technology company ($1.6 million). These charges were partially offset by a gain related to final post closing adjustments on the June 2002 exchange of two Florida television stations for KPTV-Portland ($1.3 million) and proceeds from life insurance policies ($0.9 million).

-16-


 

Fiscal 2002 nonoperating income totaled $63.8 million, consisting of a noncash gain from the disposition of two Florida television stations ($61.8 million) and proceeds from the demutualization of an insurance company with which Meredith holds policies ($2.0 million).

Net Interest Expense
Net interest expense was $22.5 million in fiscal 2004, $27.2 million in fiscal 2003, and $32.6 million in fiscal 2002. Average long-term debt outstanding declined to $330 million in fiscal 2004 from $390 million in fiscal 2003 and $430 million in fiscal 2002. The Company's approximate weighted average interest rate was 6.9 percent in fiscal 2004, 7.1 percent in fiscal 2003, and 7.7 percent in fiscal 2002.

Interest expense over the three-year period included the effects of interest rate swap contracts. We had entered into interest rate swap contracts to effectively convert a substantial portion of our variable rate debt to fixed rate debt. The net cash disbursements related to these contracts were included in interest expense in all periods. As a result of the April 2002 debt refinancing and subsequent debt repayments, we had interest rate swap contracts that no longer met the qualifications for hedge accounting. Those swap contracts were deemed ineffective and dedesignated as hedge contracts. Subsequent to the dedesignation, we determined it was probable the level of variable-rate debt would not increase to allow use of these swaps over the term of the swap contracts. Consequently, related amounts in accumulated other comprehensive loss were reclassified to earnings, resulting in a $3.5 million increase in fiscal 2002 interest expense. Subsequent to the discontinuation of hedge accounting, changes in the fair market value of the affected interest rate swap contracts were recorded as interest expense. These fair market value adjustments resulted in reductions in interest expense of $3.9 million in fiscal 2004 and $0.9 million in fiscal 2003 and an increase in interest expense of $1.3 million in fiscal 2002. All of our interest rate swap contracts expired in June 2004.

Income Taxes
Our effective tax rate was 38.7 percent in each of the past three fiscal years.

Earnings and Earnings per Share
Fiscal 2004 net earnings were $110.7 million ($2.14 per diluted share), up 26 percent from $88.1 million ($1.73 per diluted share) in fiscal 2003 before the cumulative effect of a change in accounting principle. The improvement reflected higher segment operating profits and lower interest expense. Average diluted shares outstanding increased 1 percent to 51,689,000 in fiscal 2004. Average basic shares outstanding were 50,214,000, also up 1 percent from fiscal 2003.

Fiscal 2003 net earnings were $2.3 million or 5 cents per diluted share. Net earnings included a charge of $85.7 million ($1.68 per diluted share) for the cumulative effect of a change in accounting principle related to the adoption of SFAS No. 142. Earnings before the cumulative effect of a change in accounting principle were $88.1 million ($1.73 per diluted share), down 4 percent from fiscal 2002 net earnings. The decline resulted from unfavorable changes in nonoperating (expense) income that were nearly offset by higher segment operating profits and lower net interest expense. Publishing and broadcasting operating profits improved both on a reported basis and after adjustment for SFAS No. 142.

Fiscal 2002 net earnings were $91.4 million, or $1.79 per diluted share. If SFAS No. 142 had been adopted at the beginning of fiscal 2002, net earnings on an adjusted basis would have been $103.4 million, or $2.03 per diluted share. See the reconciliation on page 20 of this section.

 

-17-


 

LIQUIDITY AND CAPITAL RESOURCES

 

Years ended June 30

 

   2004

 

Change

 

Restated
2003

 

Change

 

   2002

 

(In millions)

                     

Net earnings

 

$  110.7

 

NM

 

$     2.3

 

(97)%

 

$    91.4

 

Cash flows from operating activities

 

171.0

 

(1)%

 

172.4

 

26 %

 

136.8

 

Cash flows from investing activities

 

(26.9

)

81 %

 

(140.9

)

(598)%

 

(20.2

)

Cash flows from financing activities

 

(107.7

)

(188)%

 

(37.4

)

70 %

 

(124.6

)

Net cash flows

 

36.4

 

NM

 

(5.9

)

26 %

 

(8.0

)

Cash and cash equivalents

 

58.7

 

163 %

 

22.3

 

(21)%

 

28.2

 

Long-term debt (including current portion)

 

300.0

 

(20)%

 

375.0

  

(3)%

  

385.0

 

Shareholders' equity

 

588.7

 

18 %

 

497.8

  

(2)%

  

507.7

 

Debt to total capitalization

 

34

%

   

43

%

 

  

43

%

NM-Not meaningful

                       

 

OVERVIEW
Meredith's primary source of liquidity is cash generated by operating activities. Debt financing is typically used for acquisitions. Our core businesses-magazine and book publishing and television broadcasting-have been strong cash generators. Despite the introduction of many new technologies such as the Internet and cable and satellite television, we believe these businesses will continue to have strong market appeal for the foreseeable future. As with any business, operating results and cash flows are subject to changes in demand for our products and changes in costs. Changes in the level of demand for magazine and television advertising and/or other products can have a significant effect on cash flows.

Historically, Meredith has been able to absorb normal business downturns without significant increases in debt, and management believes the Company will continue to do so. We expect cash on hand, internally generated cash flow, and available credit from third-party financing agreements will provide funds for operating and recurring cash needs (e.g., working capital, capital expenditures, debt repayments and cash dividends) into the foreseeable future. We have up to $250 million available under current credit agreements. While there are no guarantees that we will be able to replace current credit agreements when they expire, we expect to be able to do so.

Our current long-term debt outstanding is due between March 2005 and April 2008. We do not expect to prepay any of this debt prior to the scheduled due dates because of provisions in the debt agreements that make it costly to do so. Therefore, in the absence of a significant acquisition or other cash investment, we expect to accumulate increasing amounts of cash in the coming years. Cash amounts in excess of those needed for operating and recurring needs will be invested prudently and should provide a modest return.

SOURCES AND USES OF CASH
Cash and cash equivalents increased $36.4 million in fiscal 2004; they decreased $5.9 million and $8.0 million in fiscal 2003 and 2002, respectively. Over the three-year period, net cash provided by operating activities was used for the acquisition of the American Baby Group, debt reduction, purchases of Company stock, capital investments, and dividends.

Operating activities
The largest single component of operating cash inflows is cash received from advertising customers. Advertising has accounted for approximately 60 percent of total revenues in each of the past three years. Other sources of operating cash inflows include cash received from magazine circulation sales and other revenue transactions such as book, integrated marketing, and product sales. Operating cash outflows include payments to vendors and employees and payments of interest and income taxes. Our most significant vendor payments are for production and delivery of publications and promotional mailings, broadcasting programming rights, employee benefits (including pension plans), and other services and supplies.

-18-


 

Cash provided by operating activities totaled $171.0 million in fiscal 2004 compared with $172.4 million in fiscal 2003. Cash received from advertising sales increased 8 percent in fiscal 2004 but was offset by a reduction in cash received from magazine newsstand sales as well as increased cash spending for employee compensation costs and paper purchases.

Cash provided by operating activities increased 26 percent in fiscal 2003 reflecting increased cash received from advertising, book and magazine newsstand sales and a reduction in cash payments for income taxes. These increases in cash were partially offset by greater cash expenditures for employee compensation and postage costs.

Another factor affecting cash provided by operations is the Company's contributions to qualified defined benefit pension plans. Meredith traditionally contributes the maximum allowable tax-deductible amount to these plans. These contributions totaled $9.0 million in fiscal 2004, $12.0 million in fiscal 2003, and $5.7 million in fiscal 2002. We expect both the maximum allowable tax-deductible contribution and our required contribution to be less than $0.2 million in fiscal 2005.

Investing activities
Investing cash inflows generally include proceeds from the sale of assets or a business. Investing cash outflows generally include payments for the acquisition of new businesses, investments, and additions to property, plant and equipment.

Net cash used by investing activities decreased significantly in fiscal 2004 compared with the prior year primarily because of the acquisition of the American Baby Group for $117.6 million in fiscal 2003. Likewise, this acquisition led to a significant year-over-year increase in cash used by investing activities in fiscal 2003.

Financing activities
Financing cash inflows generally include borrowings under debt agreements and proceeds from common stock issued for stock option exercises and for our Employee Stock Purchase Plan. Financing cash outflows generally include the repayment of long-term debt, repurchases of Company stock, and the payment of dividends.

Net cash used by financing activities totaled $107.7 million in fiscal 2004, up significantly from $37.4 million in fiscal 2003. The biggest factor in the change was a $75 million net debt reduction in fiscal 2004 compared with a $10 million net debt reduction in fiscal 2003. In fiscal 2003, we incurred $100 million in debt in connection with the American Baby Group acquisition. In fiscal 2002, net cash used by financing activities totaled $124.6 million and included an $85 million net debt reduction.

Long-term debt
At June 30, 2004, long-term debt outstanding totaled $300 million in fixed-rate unsecured senior notes. The fixed-rate notes are repayable in amounts of $50 million and $75 million and are due from March 1, 2005 to April 1, 2008. Interest rates range from 6.39 percent to 6.65 percent with a weighted-average interest rate of 6.55 percent. We also have credit available under an asset-backed commercial paper facility with a capacity of up to $100 million and a revolving credit facility of up to $150 million.

In connection with the asset-backed commercial paper facility, we entered into a revolving agreement in April 2002. Under this agreement, we currently sell all of our rights, title, and interest in the majority of our accounts receivable related to advertising, book and miscellaneous revenues to Meredith Funding Corporation, a special-purpose entity established to purchase accounts receivable from Meredith. At June 30, 2004, $156 million of accounts receivable, net of reserves, were outstanding under the agreement. Meredith Funding Corporation in turn sells receivable interests to an asset-backed commercial paper conduit administered by a major national bank. In consideration of the sale, Meredith receives cash and a subordinated note that bears interest at the prime rate (4.00 percent at June 30, 2004) from Meredith Funding Corporation.

-19-


 

The revolving agreement is structured as a true sale under which the creditors of Meredith Funding Corporation will be entitled to be satisfied out of the assets of Meredith Funding Corporation prior to any value being returned to Meredith or its creditors. The accounts of Meredith Funding Corporation are fully consolidated in Meredith's consolidated financial statements. The asset-backed commercial paper facility renews annually until April 9, 2007, the facility termination date. The interest rate changes monthly and is based on a fixed spread over the average commercial paper cost to the lender. The interest rate would have been 1.53 percent in June 2004 had any amount been borrowed.

The revolving credit facility of $150 million expires on April 5, 2007. At June 30, 2004, borrowings made under the revolving credit facility were subject to an interest rate of 1.9 percent. This rate is variable based on LIBOR and Meredith's debt to trailing 12 month EBITDA ratio. No amount was borrowed under this facility at June 30, 2004.

We believe these debt agreements are material to discussions of Meredith's liquidity. All of our debt agreements include financial covenants, and failure to comply with any such covenants could result in the debt becoming payable on demand. A summary of the most significant financial covenants and their status at June 30, 2004 follows:

 

Required at
June 30, 2004

          Actual at
          June 30, 2004

     

Ratio of debt to trailing 12 month EBITDA1

Less than 3.5

1.3

 

Ratio of EBITDA1 to interest expense

Greater than 3.0

10.4

 

Ratio of EBIT2 to interest expense

Greater than 2.5

8.9

 

Consolidated shareholders' equity3

Greater than $447.2 million

$674.5

million

   

1.

EBITDA is earnings before interest, taxes, depreciation and amortization as defined in the debt agreements.

2.

EBIT is earnings before interest and taxes as defined in the debt agreements.

3.

Consolidated shareholders' equity is adjusted for special items as defined in the debt agreements.

The Company was in compliance with these and all other debt covenants at June 30, 2004 and expects to remain so in the future.

Interest rate swap contracts
Over the last three fiscal years, Meredith used interest rate swap contracts to effectively convert our variable-rate debt to fixed-rate debt. The average notional amount of indebtedness outstanding under the contracts was $132 million in fiscal 2004, $166 million in fiscal 2003, and $195 million in fiscal 2002. All interest rate swap contracts expired in June 2004, and at this time we have no plans to enter into new interest rate swap contracts. These contracts did have a significant effect on interest expense over the last three years as discussed under Net Interest Expense on page 28 of the MD&A.

-20-


 

Contractual obligations
The following table summarizes our principal contractual obligations as of June 30, 2004:

 

 

Payments Due by Period


Contractual obligations


Total

Less than
1 Year

1-3
Years

4-5
Years

After 5
Years

(In millions)

         

Long-term debt

$ 300.0

$ 75.0

$ 175.0

$  50.0

$      -

Debt interest 1

36.6

18.0

16.1

2.5

-

Broadcast rights2

87.9

32.4

38.5

13.9

3.1

Operating leases

62.0

8.9

17.0

14.0

22.1

Purchase obligations and other3

59.9

16.9

15.4

8.9

18.7

Total contractual cash obligations

$ 546.4

$  151.2

$ 262.0

$  89.3

$  43.9

   

1.

Debt interest represents semi-annual interest payments due on fixed-rate notes outstanding at June 30, 2004.

2.

Broadcast rights include $55 million owed for broadcast rights that are not currently available for airing and are therefore not included in the Consolidated Balance Sheet at June 30, 2004.

3.

Purchase obligations and other includes expected postretirement benefit payments and fiscal 2005 expected pension plan contributions.

Purchase obligations represent legally binding agreements to purchase goods and services that specify all significant terms. Outstanding purchase orders, which represent authorizations to purchase goods and services but are not legally binding, are not included in purchase obligations. We believe that current cash balances, cash generated by future operating activities, and cash available under current credit agreements will be sufficient to meet our contractual cash obligations and other operating cash requirements for the foreseeable future. However, projections of future cash flows are subject to substantial uncertainty as discussed throughout the MD&A and particularly in the Outlook and Risk Factors section beginning on page 35. Debt agreements may be renewed or refinanced if we determine it is advantageous to do so. We also have commitments in the form of standby letters of credit and other guarantees totaling $1.3 million. Approximately half of the commitments expire within one year; the rest are long-term.

In June 2004, Meredith announced that it had agreed to purchase WFLI-TV, the WB television affiliate in Chattanooga, TN. The transaction closed in August 2004. The preliminary purchase price was approximately $8.5 million and was paid from cash on hand.

Share repurchase program
We have maintained a program of Company share repurchases for more than fifteen years. In fiscal 2004, we spent $37.4 million to repurchase an aggregate of 747,000 shares of Meredith Corporation common stock at then current market prices. We spent $31.5 million to repurchase 761,000 shares in fiscal 2003 and $30.2 million to repurchase 877,000 shares in fiscal 2002. We expect to continue repurchasing shares from time to time in the foreseeable future, subject to market conditions. As of July 30, 2004, approximately 2.0 million shares were authorized for future repurchase, including a 2 million share repurchase authorization approved by the Board of Directors in February 2004. The status of the repurchase program is reviewed at each quarterly Board of Directors meeting. See Part II, Item 5, Issuer Purchases of Equity Securities, of this Form 10-K for detailed information on share repurchases during the quarter ended June 30, 2004.

Dividends
Meredith has paid quarterly dividends continuously since 1947 and we have increased our dividend for 11 consecutive years. The last increase occurred in February 2004 when the Board of Directors increased the quarterly dividend 26 percent, or 2.5 cents per share, to 12 cents per share effective with the dividend payable on March 15, 2004. Based on the current number of shares outstanding, this will result in additional dividend payments of approximately $5 million annually. Dividends payments totaled $21.6 million, or 43 cents per share, in fiscal 2004 compared with $18.4 million, or 37 cents per share, in fiscal 2003 and $17.3 million, or 35 cents per share, in fiscal 2002.

-21-


 

Capital expenditures
Spending for property, plant, and equipment totaled $24.5 million in fiscal 2004, $26.6 million in fiscal 2003 and $23.4 million in fiscal 2002. Spending was higher in fiscal 2003 because of the purchase of equipment and remodeling associated with the consolidation of the Portland duopoly and for the initial transition to digital technology at five television stations. Spending for the initial transition to digital technology is now complete. We expect to spend between $18 and $22 million in fiscal 2005 and 2006 for a new facility for our television station in Hartford. We have no other material commitments for capital expenditures. We expect funds for future capital expenditures to come from operating activities or, if necessary, borrowings under credit agreements.

 

CRITICAL ACCOUNTING POLICIES

Meredith's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Our significant accounting policies are summarized in Note 1 to the consolidated financial statements. The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Some of these estimates and assumptions are inherently difficult to make and subjective in nature. We base our estimates on historical experience, recent trends, our expectations for future performance, and other assumptions as appropriate. We reevaluate our estimates on an ongoing basis; actual results, however, may vary from these estimates.

The following are the accounting policies that management believes are most critical to the preparation of our financial statements and require management's most difficult, subjective, or complex judgments. In addition, there are other items within the financial statements that require estimation but are not deemed to be critical accounting policies. Changes in the estimates used in these and other items could have a material impact on the financial statements.

GOODWILL AND INTANGIBLE ASSETS
Goodwill and intangible assets with indefinite lives are tested for impairment in accordance with SFAS No. 142. All other intangible assets are tested for impairment in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Goodwill and intangible assets totaled $865.3 million, or nearly 60 percent of Meredith's total assets, as of June 30, 2004. See Notes 3 and 7 to the consolidated financial statements for additional information. The impairment analysis of these assets is considered critical because of their significance to Meredith as a whole and to the publishing and broadcasting segments.

Management periodically reviews goodwill and intangible assets to evaluate whether the carrying value exceeds the fair value. The determination of fair value requires us to estimate the future cash flows expected to result from the use of the assets. These estimates include assumptions about future revenues (including projections of overall market growth and our share of market), estimated costs, and appropriate discount rates where applicable. Our assumptions are based on historical data, various internal estimates, and a variety of external sources and are consistent with the assumptions used in both our short-term financial forecasts and long-term strategic plans. Depending on the assumptions and estimates used, future cash flow projections can vary within a range of outcomes. Changes in key assumptions about the publishing or broadcasting businesses and their prospects or changes in market conditions could result in an impairment charge.

BROADCAST RIGHTS
Broadcast rights, which consist primarily of rights to broadcast syndicated programs and feature films, are recorded at cost when the programs become available for airing. Amortization of broadcast rights is generally recorded on an accelerated basis over the contract period. Broadcast rights valued at $16.9 million were included in the consolidated balance sheet at June 30, 2004. In addition, we had entered into contracts valued at $56.1 million not included in the consolidated balance sheet at June 30, 2004 because they were not yet available for airing. Amortization of broadcast rights accounted for approximately 14 percent of broadcasting segment expenses in fiscal 2004. Valuation of broadcast rights is considered critical to the broadcasting segment because of the significance of the amortization expense to the segment.

-22-


 

Broadcast rights are valued at the lower of unamortized cost or net realizable value in accordance with GAAP. The determination of net realizable value requires us to estimate future net revenues expected to be earned during the airing of the programming. Future revenues can be affected by changes in the level of advertising demand, competition from other television stations or other media, changes in television programming ratings, changes in the planned usage of programming materials, and other factors. Changes in such key assumptions could result in the write-down of broadcast rights.

PENSION AND POSTRETIREMENT PLANS
Meredith has noncontributory pension plans covering substantially all employees. These plans include qualified (funded) plans as well as non-qualified (unfunded) plans. These plans provide participating employees with retirement benefits in accordance with benefit provision formulas. The non-qualified plans provide retirement benefits only to certain highly compensated employees. Meredith also sponsors defined healthcare and life insurance plans that provide benefits to eligible retirees.

The accounting for pension and postretirement plans is actuarially based and includes assumptions regarding expected returns on plan assets, discount rates, and the rate of increase in healthcare costs. We consider the accounting for pension and postretirement plans critical to Meredith and both of our segments because of the number of significant judgments required. More information on our assumptions and our methodology in arriving at these assumptions can be found in Note 13 to the consolidated financial statements.

Changes in key assumptions could materially affect the associated assets, liabilities, and benefit expenses. Depending on the assumptions and estimates used, these balances could vary within a range of outcomes. We monitor trends in the marketplace and rely on guidance from employee benefit specialists to arrive at reasonable estimates. These estimates are reviewed annually and updated as needed. Nevertheless, the estimates are subjective and may vary from actual results.

Meredith expects to use a long-term rate of return on assets of 8.00 percent in developing the fiscal 2005 pension costs, consistent with the rate used in fiscal 2004. This rate was determined based on a variety of factors. These factors include, but are not limited to, the plans' asset allocations, a review of historic capital market performance, historical plan performance, current market factors such as inflation and interest rates, and a forecast of expected future asset returns. The pension plan assets earned a return of approximately 33 percent in fiscal 2004. If we had decreased our expected long-term rate of return on plan assets by 0.5 percent in fiscal 2004, our pension expense would have increased by $0.3 million.

Meredith expects to use a discount rate of 5.75 percent in developing the fiscal 2005 pension costs, down from a rate of 6.25 percent used in fiscal 2004. If we had decreased the discount rate by 0.5 percent in fiscal 2004, the combined effect on pension and postretirement expenses would have been an increase of $0.1 million.

Assumed rates of increase in healthcare cost levels have a significant effect on postretirement benefit costs. A one-percentage-point increase in the assumed healthcare cost trend rate would have increased postretirement benefit costs by $0.2 million in fiscal 2004.

REVENUE RECOGNITION
Revenues from both the newsstand sale of magazines and the sale of books are recorded net of our best estimate of expected product returns in accordance with GAAP. Net revenues from these sources totaled approximately 18 percent of publishing segment revenues. Allowances for returns may exceed 25 percent of gross revenues and are subject to considerable variability. Estimation of these allowances for future returns is
considered critical to the publishing segment and the Company as a whole because of the potential impact on revenues.

-23-


 

Estimates of returns from magazine newsstand and book sales are based on historical experience and current marketplace conditions. Allowances for returns are adjusted continually on the basis of actual results. Unexpected changes in return levels may result in adjustments to net revenues.

INCOME TAXES
Income taxes are accounted for in accordance with SFAS No. 109, Accounting for Income Taxes, which requires that deferred tax assets and liabilities be recognized, using enacted tax rates, for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. Income tax expense was almost 39 percent of earnings before income taxes. Net deferred tax liabilities totaled $100.1 million, or approximately 11 percent of total liabilities, at June 30, 2004. In addition, we operate in numerous taxing jurisdictions and are subject to audit in each of these jurisdictions. These audits can involve complex issues that could require an extended time to resolve and could eventually result in an increase or decrease to amounts previously paid to the taxing jurisdictions.

 

OUTLOOK AND RISK FACTORS

OUTLOOK
Subject to the risk factors discussed below, our current view of fiscal 2005 is as follows:

We may update this guidance periodically during the fiscal year through our quarterly earnings releases or through management presentations to industry, investor, and investment analyst groups. Copies of our quarterly earnings releases are available on our website (www.meredith.com) in the Investor Information section. Copies of the text of management presentations that may contain material non-public information are also posted on our website, typically for one week following the presentation. Copies of both earnings releases and such management presentations are also filed with the Securities and Exchange Commission on a Form 8-K and can be accessed through their website (www.sec.gov). We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.

RISK FACTORS
Sections of this Form 10-K-and management's public commentary from time to time-may contain certain forward-looking statements that are subject to risks and uncertainties. The words expect, anticipate, believe, likely, will and similar terms generally identify forward-looking statements. These statements are based on management's current knowledge and estimates of factors affecting our operations. Readers are cautioned not to place undue reliance on such forward-looking information; actual results may differ materially from those currently anticipated. The following discussion identifies some of the factors that may cause actual results to differ materially from expectations. In addition, a number of other factors (those identified elsewhere in this document and others) may cause actual results to differ materially from expectations.

-24-


 

Advertising revenues
Advertising is the most significant source of revenue for Meredith and our publishing and broadcasting segments. Advertising revenues accounted for approximately 60 percent of total revenues in each of the last three fiscal years. Competition from other forms of media available in our various markets, including but not limited to other magazines and television stations, cable and satellite television broadcasters, newspapers, radio stations, websites and direct marketing, affects our ability to attract and retain advertisers and to increase advertising rates. Hundreds of new magazines are launched annually, many with limited success. Channel capacities of both cable and direct broadcast satellites have increased as a result of digital transmission technology and other improvements. These developments and the increasing popularity of the Internet have contributed to the increasing number of options available to advertisers and consumers and may adversely affect our ability to sell advertising.

In general, demand for advertising tends to correlate with changes in the level of economic activity in the United States and in our specific markets. Increased consolidation of major advertisers, changes in marketing strategies of major advertisers or the loss of one or more major advertisers may also affect advertising demand for our products. In addition, world, national and local events may affect advertising demand and may require uninterrupted television coverage that adversely affects revenues at our television stations.

Advertising demand for space in our magazines and airtime on our television stations is dependent on our ability to deliver cost-effective access to consumers. Changes in the size or demographics of our magazine readership and/or television audiences may affect our ability to attract advertisers.

Other revenues
Magazine circulation is another significant source of revenues, accounting for more than 20 percent of total revenues and nearly 30 percent of publishing segment revenues. Competition from other forms of media and changing consumer lifestyles may limit our ability to attract and retain magazine readers and to raise prices. Similar factors affect Meredith's remaining revenues that consist primarily of revenues from the sale of books and custom publishing programs. Circulation and other revenues are also influenced by economic conditions that change the level of demand for our services or affect consumers' disposable income.

Operating costs and expenses
Meredith's major expense categories include employee compensation; publishing paper, postage and production; and broadcasting program rights amortization. Some of the factors affecting our costs are beyond our control.

We offer our employees competitive salary and benefit packages in order to attract and retain the quality employees required to grow and expand our businesses. These costs are influenced by general economic factors, including those affecting the cost of health insurance, and any trends specific to the employee skill sets we require or the markets in which we operate. Only a small percentage of our workforce is unionized.

Paper is a commodity, and pricing can vary significantly year to year. Prices fluctuate based on the worldwide demand and supply for paper in general and for the specific types of paper used by Meredith. Postal rates are dependent on the financial condition of the United States Postal Service. Meredith works with others in the industry and through trade organizations to encourage the Postal Service to implement efficiencies and contain rate increases. There can be no guarantees these efforts will be successful. Our publications are outsourced to printers, and rates can fluctuate with changes in the demand and supply for printing services in the United States. We typically have multi-year contracts for the production of Meredith's magazines, a practice which reduces price fluctuations over the contract term.

-25-


Program rights amortization is affected by the costs of programs purchased by our stations. The costs of programs are influenced by the availability of desirable programming and the demand for programs in general and in our specific markets. Increased consolidation in the broadcasting industry may affect local market competition for syndicated programming and lead to higher costs.

Product portfolio and acquisitions
We continually evaluate the performance of our businesses. These evaluations may lead to the decision to divest or otherwise discontinue certain businesses or products. In addition, we are continually seeking ways to expand and grow our businesses through acquisitions and internally developed products or programs, the implementation of which may affect our future revenues, costs, profitability, and financial position. Other risks include difficulties in integrating acquired properties, diversion of management resources, unforeseen costs or liabilities, and in some cases debt incurred to finance these ventures. A new magazine launch typically will require investment for at least three to five years. Very few magazines launched in the last 10 years have achieved long-term success.

Broadcasting industry
Our broadcasting operations are subject to regulation by the Federal Communication Commission and may also be affected by legislation and judicial developments. Additional detail regarding regulation and its impact on our broadcasting operations is provided in Item 1-Business beginning on page 10. All of our television stations are currently affiliated with national networks. Significant changes in our television network affiliation agreements are not currently anticipated. Any such changes, however, could affect the profitability of our broadcasting operations.

 

     

The preceding risk factors should not be construed as a complete list of factors that may affect our future operations and financial results.

     

 

 

-26-


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Index to Consolidated Financial Statements, 
Financial Statement Schedules
and Other Financial Information

   
 

Page

   

Report of Independent Registered Public Accounting Firm

28

Report of Management

29

     

Consolidated Financial Statements

 
 

Balance Sheets

30

 

Statements of Earnings

32

 

Statements of Cash Flows

33

Statements of Shareholders' Equity

35

 

Notes

36

   

Eleven-Year Financial History with Selected Financial Data

64

   

Financial Statement Schedule

 
 

Schedule II-Valuation and Qualifying Accounts

68

     

 -27-


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and
Shareholders of Meredith Corporation:

 

We have audited the accompanying consolidated balance sheets of Meredith Corporation and subsidiaries (the Company) as of June 30, 2004 and 2003, and the related consolidated statements of earnings, shareholders' equity and cash flows for each of the years in the three-year period ended June 30, 2004. In connection with our audits of the aforementioned financial statements, we also audited the related financial statement schedule (as listed in Part IV, Item 15 (a) 2 herein). These consolidated financial statements and financial statement schedule are the responsibility of company management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Meredith Corporation and subsidiaries as of June 30, 2004 and 2003, and the results of their operations and their cash flows for each of the years in the three-year period ended June 30, 2004, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 2 to the consolidated financial statements, the Company has restated its financial statements as of and for the year ended June 30, 2003. Also, as discussed in Note 3 to the consolidated financial statements, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, on July 1, 2002.

 

/s/ KPMG LLP

 

KPMG LLP
Des Moines, Iowa
July 30, 2004

 

-28-


 

REPORT OF MANAGEMENT

 

To the Shareholders of Meredith Corporation:

 

Meredith management is responsible for the preparation, integrity and objectivity of the financial information included in this annual report to shareholders. We take this responsibility very seriously as we recognize the importance of having well informed, confident investors. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include amounts based on our informed judgments and estimates. We have adopted appropriate accounting policies and are fully committed to ensuring that those policies are applied properly and consistently. In addition, we strive to report our financial results in a manner that is relevant, complete and understandable. We welcome any suggestions from those who use our reports.

To meet our responsibility for financial reporting, internal control systems and accounting procedures are designed to provide reasonable assurance as to the reliability of financial records. In addition, the internal audit staff monitors and reports on compliance with Company policies, procedures and internal control systems.

The consolidated financial statements have been audited by independent auditors from a registered public accounting firm. In accordance with the standards of the Public Company Accounting Oversight Board (United States), the independent auditors conducted a review of the Company's internal accounting controls and performed tests and other procedures necessary to determine an opinion on the fairness of the Company's consolidated financial statements. The independent auditors were given unrestricted access to all financial records and related information, including all Board of Directors' and Board committees' minutes.

The audit committee of the Board of Directors is responsible for reviewing and monitoring the Company's accounting policies, internal controls and financial reporting practices. The audit committee is also directly responsible for the appointment, compensation and oversight of the Company's independent auditors. The audit committee consists of five independent directors, and meets with the independent auditors, management and internal auditors to review accounting, auditing and financial reporting matters. To ensure complete independence, the independent auditors have direct access to the audit committee without the presence of management representatives.

At Meredith, we have always placed a high priority on good corporate governance. We endorse the ongoing improvements in this area.

 

/s/ Suku V. Radia

 

Suku V. Radia
Vice President - Chief Financial Officer

 

-29-


 

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Consolidated Balance Sheets
Meredith Corporation and Subsidiaries

Assets

June 30

 

2004

   

Restated
2003

 

(In thousands)

           

Current assets

           

Cash and cash equivalents

$

58,723

 

$

22,294

 

Accounts receivable

           
 

(net of allowances of $14,844 in 2004
and $13,822 in 2003)

 

164,876

   

144,717

 

Inventories

 

31,262

   

27,148

 

Current portion of subscription acquisition costs

 

35,716

   

46,050

 

Current portion of broadcast rights

 

11,643

   

15,366

 

Other current assets

 

11,794

   

12,854

 

Total current assets

 

314,014

   

268,429

 

Property, plant and equipment

Land

 

19,454

   

19,488

 

Buildings and improvements

 

110,010

   

108,740

 

Machinery and equipment

 

245,535

   

239,421

 

Leasehold improvements

 

8,819

   

8,735

 

Construction in progress

 

9,313

   

4,413

 

Total property, plant and equipment

 

393,131

   

380,797

 

Less accumulated depreciation

 

(197,332

)

 

(179,313

)

Net property, plant and equipment

 

195,799

   

201,484

 

Subscription acquisition costs

26,280

33,464

Broadcast rights

 

5,293

   

9,252

 

Other assets

 

59,270

   

49,038

 

Intangibles, net

 

673,968

   

678,326

 

Goodwill

 

191,303

   

191,831

 

Total assets

$

1,465,927

 

$

1,431,824

 
             

See accompanying Notes to Consolidated Financial Statements

           

 

-30-


 

Consolidated Balance Sheets (continued)
Meredith Corporation and Subsidiaries

Liabilities and Shareholders' Equity

June 30

 

2004

   

Restated
2003

 

(In thousands except share data)

           

Current liabilities

           

Current portion of long-term debt

$

75,000

 

$

-

 

Current portion of long-term broadcast rights payable

 

19,929

   

23,060

 

Accounts payable

 

42,684

   

38,907

 

Accrued expenses

           
 

Compensation and benefits

 

48,679

   

45,018

 
 

Distribution expenses

 

19,406

   

21,139

 
 

Other taxes and expenses

 

33,074

   

30,448

 
 

Total accrued expenses

 

101,159

   

96,605

 

Current portion of unearned subscription revenues

 

132,189

   

138,627

 

Total current liabilities

 

370,961

   

297,199

 

Long-term debt

225,000

375,000

Long-term broadcast rights payable

 

13,024

   

21,514

 

Unearned subscription revenues

 

120,998

   

122,275

 

Deferred income taxes

 

97,858

   

70,084

 

Other noncurrent liabilities

 

49,356

   

47,989

 

Total liabilities

 

877,197

   

934,061

 

Shareholders' equity

Series preferred stock, par value $1 per share

           
 

Authorized 5,000,000 shares; none issued

 

-

   

-

 

Common stock, par value $1 per share

           

Authorized 80,000,000 shares; issued and outstanding 40,801,949 shares in 2004 (excluding 29,523,362 shares held in treasury) and 40,180,529 shares in 2003 (excluding 28,788,285 shares held in treasury)

40,802

40,181

Class B stock, par value $1 per share, convertible to common stock

           

Authorized 15,000,000 shares; issued and outstanding 9,682,648 shares in 2004 and 9,968,534 shares in 2003

9,683

9,969

Additional paid-in capital

 

5,726

   

5,038

 

Retained earnings

 

535,070

   

445,962

 

Accumulated other comprehensive loss

 

(427

)

 

(1,550

)

Unearned compensation

 

(2,124

)

 

(1,837

)

Total shareholders' equity

 

588,730

    

497,763

 

Total liabilities and shareholders' equity

$

1,465,927

 

$

1,431,824

 

             

See accompanying Notes to Consolidated Financial Statements

           

-31-


 

Consolidated Statements of Earnings

                 

Meredith Corporation and Subsidiaries

                 
                   

Years ended June 30

 

2004

   

Restated
2003

   

2002

 

(In thousands except per share data)

                 

Revenues

                 

Advertising

$

703,969

 

$

648,653

 

$

572,691

 

Circulation

 

248,579

   

259,141

   

261,640

 

All other

 

209,104

   

172,310

   

153,498

 

Total revenues

 

1,161,652

   

1,080,104

   

987,829

 

Operating costs and expenses

                 

Production, distribution and editorial

 

502,494

   

464,764

   

433,645

 

Selling, general and administrative

 

420,801

   

406,578

   

382,695

 

Depreciation and amortization

 

35,243

   

36,340

   

53,640

 

Total operating costs and expenses

 

958,538

   

907,682

   

869,980

 

Income from operations

 

203,114

   

172,422

   

117,849

 

Nonoperating (expense) income

 

-

   

(1,551

)

 

63,812

 

Interest income

 

225

   

567

   

621

 

Interest expense

 

(22,726

)

 

(27,776

)

 

(33,210

)

Earnings before income taxes and cumulative

                 

   effect of change in accounting principle

 

180,613

   

143,662

   

149,072

 

Income taxes

 

69,897

   

55,596

   

57,691

 

Earnings before cumulative effect of

                 

   change in accounting principle

 

110,716

   

88,066

   

91,381

 

Cumulative effect of change in

                 

   accounting principle, net of taxes

 

-

   

(85,749

)

 

-

 

Net earnings

$

110,716

 

$

2,317

 

$

91,381

 

Basic earnings per share

                 

Before cumulative effect of change in

                 

   accounting principle

$

 

2.20

 

$

 

1.78

 

$

 

1.85

 

Cumulative effect of change in accounting

                 

principle

 

-

   

(1.73

)

 

-

 

Basic earnings per share

$

 

2.20

 

$

 

0.05

 

$

 

1.85

 

Basic average shares outstanding

 

50,214

 

 

49,706

 

 

49,528

 

                   

Diluted earnings per share

                 

Before cumulative effect of change in

                 

   accounting principle

$

 

2.14

 

$

 

1.73

 

$

 

1.79

 

Cumulative effect of change in accounting

                 

principle

 

-

   

(1.68

)

 

-

 

Diluted earnings per share

$

 

2.14

  

$

 

0.05

  

$

 

1.79

  

Diluted average shares outstanding

  

51,689

 

 

51,093

 

 

50,921

 

                   

See accompanying Notes to Consolidated Financial Statements

             

-32-


 

Consolidated Statements of Cash Flows

                 

Meredith Corporation and Subsidiaries

                 
                   

Years ended June 30

 

2004

   

Restated
2003

   

2002

 

(In thousands)

                 

Cash flows from operating activities

                 

Net earnings

$

110,716

 

$

2,317

 

$

91,381

 

Adjustments to reconcile net earnings to
   net cash provided by operating activities:

                 
 

Depreciation

 

29,715

   

29,059

   

27,741

 
 

Amortization

 

5,528

   

7,281

   

25,899

 
 

Cumulative effect of change in accounting    principle, net of taxes

 

-

   

85,749

   

-

 
 

Interest rate swap adjustments

 

(3,941

)

 

(851

)

 

4,791

 
 

Amortization of broadcast rights

 

31,071

   

37,343

   

40,130

 
 

Payments for broadcast rights

 

(35,806

)

 

(35,877

)

 

(36,446

)

 

Losses (gains) from dispositions, net of taxes

 

-

   

524

   

(39,117

)

 

Changes in assets and liabilities,
   net of acquisitions/dispositions:

                 
   

Accounts receivable

 

(19,215

)

 

(16,513

)

 

5,388

 
   

Inventories

 

(4,114

)

 

5,773

   

(86

)

   

Supplies and prepayments

 

2,391

   

(4,768

)

 

(692

)

   

Subscription acquisition costs

 

17,518

   

(3,587

)

 

162

 
   

Other assets

 

(7,938

)

 

(5,118

)

 

(4,810

)

   

Accounts payable

 

3,360

   

(3,842

)

 

(3,483

)

   

Accruals

 

19,177

   

5,696

   

(3,397

)

   

Unearned subscription revenues

 

(7,715

)

 

24,859

   

11,617

 
   

Deferred income taxes

 

29,076

   

43,588

   

18,130

 
   

Other noncurrent liabilities

 

1,213

   

722

   

(421

)

Net cash provided by operating activities

 

171,036

   

172,355

   

136,787

 

Cash flows from investing activities

                 
 

Acquisition of American Baby Group

 

-

   

(117,594

)

 

-

 
 

Proceeds from dispositions

 

-

   

313

   

-

 
 

Additions to property, plant and equipment

 

(24,535

)

 

(26,645

)

 

(23,365

)

 

Other

 

(2,363

)

 

3,061

   

3,145

 

Net cash used by investing activities

 

(26,898

)

 

(140,865

)

 

(20,220

)

Cash flows from financing activities

                 
 

Long-term debt incurred

 

20,000

   

124,000

   

220,000

 
 

Repayment of long-term debt

 

(95,000

)

 

(134,000

)

 

(305,000

)

 

Debt acquisition costs

 

-

   

-

   

(636

)

 

Proceeds from common stock issued

 

26,315

   

22,512

   

8,561

 
 

Purchases of Company stock

 

(37,416

)

 

(31,521

)

 

(30,178

)

 

Dividends paid

 

(21,608

)

 

(18,412

)

 

(17,343

)

Net cash used by financing activities

 

(107,709

)

 

(37,421

)

 

(124,596

)

                   

Net increase (decrease) in cash and cash
   equivalents

 

36,429

   

(5,931

)

 

(8,029

)

Cash and cash equivalents at beginning of year

 

22,294

   

28,225

   

36,254

 

Cash and cash equivalents at end of year

$

58,723

 

$

22,294

 

$

28,225

 
               

See accompanying Notes to Consolidated Financial Statements

             

 

-33-


 

Consolidated Statements of Cash Flows (continued)

             

Meredith Corporation and Subsidiaries

                 
                   

Years ended June 30

 

2004

   

2003

   

2002

 

(In thousands)

                 

Supplemental disclosures of cash flow information

               

Cash paid:

                 
 

Interest

$

26,581

 

$

28,490

 

$

29,091

 
 

Income taxes

$

22,248

 

$

20,148

 

$

10,032

 

Noncash transactions:

                 
 

Broadcast rights financed by contracts payable

$

24,185

 

$

36,120

 

$

45,019

 
 

Tax benefit related to stock options

$

11,037

 

$

13,721

 

$

6,491

 
               

See accompanying Notes to Consolidated Financial Statements

             

 

-34-


 

 

Consolidated Statements of Shareholders' Equity

     

Meredith Corporation and Subsidiaries

     
                   
                     

Accumulated  

       
               

Additional  

Restated

 

Other         

       

 

 

Common

Class B

Paid-in

Retained

 

Comprehensive 

Unearned    

 

Restated 

 

(In thousands)

   

Stock

   

Stock

 

Capital

 

Earnings

 

Loss

Compensation

 

Total

 

Balance at June 30, 2001

$39,248

   

$10,544

   

$       -

   

$402,393

   

$(1,967

)

 

$(2,310

)

 

$447,908

 

Net earnings

-

   

-

   

-

   

91,381

   

-

   

-

   

91,381

 

Foreign currency translation adjustments, net

-

   

-

   

-

   

-

   

14

   

-

   

14

 

Minimum pension liability adjustments, net

-

   

-

   

-

   

-

   

(216

)

 

-

   

(216

)

Change in interest rate swaps, net

-

   

-

   

-

   

-

   

(141

)

 

-

   

(141

)

Total comprehensive income

                                   

91,038

 
                                         

Stock issued under various incentive

                                       
 

plans, net of forfeitures

661

   

-

   

8,436

   

-

   

-

   

(536

)

 

8,561

 

Purchases of Company stock

(730

)

 

(147

)

 

(14,927

)

 

(14,374

)

 

-

   

-

   

(30,178

)

Conversion of class B to common stock

77

   

(77

)

 

-

   

-

   

-

   

-

   

-

 

Dividends paid, 35 cents per share

                                       
 

Common stock

-

   

-

   

-

   

(13,684

)

 

-

   

-

   

(13,684

)

 

Class B stock

-

   

-

   

-

   

(3,659

)

 

-

   

-

   

(3,659

)

Restricted stock amortized to operations

-

   

-

   

-

   

-

   

-

   

1,240

   

1,240

 

Tax benefit from incentive plans

-

   

-

   

6,491

   

-

   

-

   

-

   

6,491

 

Balance at June 30, 2002

$39,256

   

$10,320

   

$       -

   

$462,057

   

$(2,310

)

 

$(1,606

)

 

$507,717

 

Net earnings

-

   

-

   

-

   

2,317

   

-

   

-

   

2,317

 

Foreign currency translation adjustments, net

-

   

-

   

-

   

-

   

203

   

-

   

203

 

Minimum pension liability adjustments, net

-

   

-

   

-

   

-

   

350

   

-

   

350

 

Change in interest rate swaps, net

-

   

-

   

-

   

-

   

207

   

-

   

207

 

Total comprehensive income

                                   

3,077

 
                                         

Stock issued under various incentive

                                       
 

plans, net of forfeitures

1,335

   

-

   

22,077

   

-

   

-

   

(1,104

)

 

22,308

 

Purchases of Company stock

(747

)

 

(14

)

 

(30,760

)

 

-

   

-

   

-

   

(31,521

)

Conversion of class B to common stock

337

   

(337

)

 

-

   

-

   

-

   

-

   

-

 

Dividends paid, 37 cents per share

                                       
 

Common stock

-

   

-

   

-

   

(14,683

)

 

-

   

-

   

(14,683

)

 

Class B stock

-

   

-

   

-

   

(3,729

)

 

-

   

-

   

(3,729

)

Restricted stock amortized to operations

-

   

-

   

-

   

-

   

-

   

873

   

873

 

Tax benefit from incentive plans

-

   

-

   

13,721

   

-

   

-

   

-

   

13,721

 

Balance at June 30, 2003

$40,181

   

$9,969

   

$5,038

   

$445,962

   

$(1,550

)

 

$(1,837

)

 

$497,763

 

Net earnings

-

   

-

   

-

   

110,716

   

-

   

-

   

110,716

 

Foreign currency translation adjustments, net

-

   

-

   

-

   

-

   

171

   

-

   

171

 

Minimum pension liability adjustments, net

-

   

-

   

-

   

-

   

(67

)

 

-

   

(67

)

Change in interest rate swaps, net

-

   

-

   

-

   

-

   

1,019

   

-

   

1,019

 

Total comprehensive income

                                   

111,839

 
                                         

Stock issued under various incentive

                                       
 

plans, net of forfeitures

1,082

   

-

   

26,320

   

-

   

-

   

(1,457

)

 

25,945

 

Purchases of Company stock

(738

)

 

(9

)

 

(36,669

)

 

-

   

-

   

-

   

(37,416

)

Conversion of class B to common stock

277

   

(277

)

 

-

   

-

   

-

   

-

   

-

 

Dividends paid, 43 cents per share

                                       
 

Common stock

-

   

-

   

-

   

(17,392

)

 

-

   

-

   

(17,392

)

 

Class B stock

-

   

-

   

-

   

(4,216

)

 

-

   

-

   

(4,216

)

Restricted stock amortized to operations

-

   

-

   

-

   

-

   

-

   

1,170

   

1,170

 

Tax benefit from incentive plans

-

   

-

   

11,037

   

-

   

-

   

-

   

11,037

 

Balance at June 30, 2004

$40,802

   

$9,683

   

$5,726

   

$535,070

   

$(427)

   

$(2,124

)

 

$588,730

 
                                         

See accompanying Notes to Consolidated Financial Statements

   

 

-35-


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Meredith Corporation and Subsidiaries

 

1. Organization and Summary of Significant Accounting Policies

a. Nature of operations

Meredith Corporation is a diversified media company primarily focused on the home and family marketplace. The Company's principal businesses are magazine publishing and television broadcasting. Revenues of the publishing and broadcasting segments were 75 percent and 25 percent, respectively, of total revenues in fiscal 2004. The publishing segment includes magazine and book publishing, integrated marketing, interactive media, database-related activities, brand licensing and other related operations. Better Homes and Gardens is the most significant trademark of the publishing segment and is used extensively in its operations. The Company's broadcasting operations include 12 network-affiliated television stations and one AM radio station. Meredith's operations are diversified geographically within the United States, and the Company has a broad customer base.

Advertising and magazine circulation revenues accounted for 61 percent and 21 percent, respectively, of the Company's revenues in fiscal 2004. Revenues and operating results can be affected by changes in the demand for advertising and/or consumer demand for the Company's products. National and local economic conditions largely affect the magnitude of advertising revenues. Magazine circulation revenues are generally affected by national and/or regional economic conditions and competition from other forms of media.

b. Principles of consolidation

The consolidated financial statements include the accounts of Meredith Corporation and its wholly and majority-owned subsidiaries. Significant intercompany transactions are eliminated.

c. Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements. The Company bases its estimates on historical experience, management expectations for future performance, and other assumptions, as appropriate. Key areas affected by estimates include: the assessment of the recoverability of long-lived assets, which is based on such factors as estimated future cash flows; the determination of the net realizable value of broadcast rights, which is based on estimated future revenues; provisions for returns of magazines and books sold, which are based on historical experience and current marketplace conditions; and, pension and postretirement benefit expenses, which are actuarially determined and include assumptions regarding discount rates, expected returns on plan assets, and rates of increase in compensation and healthcare costs. The Company re-evaluates its estimates on an ongoing basis. Actual results may vary from those estimates.

d. Cash and cash equivalents

All cash and short-term investments with maturities of three months or less are considered cash and cash equivalents, since they are readily convertible to cash. These short-term investments are stated at cost, which approximates fair value.

-36-


 

e. Accounts receivable

The Company extends credit to customers based upon an evaluation of each customer's credit worthiness and financial condition and collateral is not required. The Company maintains an allowance for estimated losses based upon the aging of such receivables and specific collection issues that may be identified. Accounts are written-off when deemed uncollectible.

f. Inventories

Paper inventories are stated at cost, which is not in excess of market value, using the last-in first-out (LIFO) method. All other inventories are stated at the lower of cost (first-in first-out, or average) or market.

g. Subscription acquisition costs

Subscription acquisition costs primarily represent magazine agency commissions. These costs are deferred and amortized over the related subscription term, typically one to two years.

h. Property, plant and equipment

Property, plant and equipment are stated at cost. Costs of replacements and major improvements are capitalized, and maintenance and repairs are charged to operations as incurred. Depreciation expense is provided primarily by the straight-line method over the estimated useful lives of the assets: five to 45 years for buildings and improvements, and three to 20 years for machinery and equipment. The costs of leasehold improvements are amortized over the lesser of the useful lives or the terms of the respective leases. Depreciation and amortization of property, plant and equipment was $29.7 million in fiscal 2004 ($29.1 million in fiscal 2003 and $27.7 million in fiscal 2002).

i. Broadcast rights

Broadcast rights and the liabilities for future payments are reflected in the consolidated financial statements when programs become available for broadcast. These rights are valued at the lower of unamortized cost or estimated net realizable value and are generally charged to operations on an accelerated basis over the contract period. Amortization of these rights is included in production, distribution and editorial expenses. Reductions in unamortized costs to net realizable value are included in amortization of broadcast rights in the accompanying consolidated financial statements. Fiscal 2004 results include expense of approximately $0.2 million for such reductions in unamortized costs ($2.4 million in fiscal 2003 and $3.7 million in fiscal 2002).

j. Goodwill and other intangible assets

Meredith adopted Statement of Financial Accounting Standard (SFAS) No. 142, Goodwill and Other Intangible Assets, effective July 1, 2002 (See Note 3). SFAS No. 142 requires that goodwill and intangible assets with indefinite lives no longer be amortized to earnings but be tested for impairment at least annually. The impairment tests are based on a fair-value approach as described in SFAS No. 142. The estimated fair values of these assets are determined by developing discounted future cash flow analyses. Intangible assets with finite lives are amortized over their estimated useful lives. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to future cash flows. The carrying value of intangible assets with finite lives is evaluated whenever events or circumstances indicate that the carrying value may not be recoverable. The carrying value is not recoverable when the projected undiscounted future cash flows are less than the carrying value. Tests for impairment or recoverability require significant management judgment, and future events affecting cash flows and market conditions could result in impairment losses.

Intangible assets with indefinite lives include Federal Communications Commission ("FCC") broadcast licenses. These licenses are granted for a finite period of time, but are renewable if the Company provides at least an average level of service to its customers and complies with the applicable FCC rules and policies and the Communications Act of 1934. The Company has been successful in everyone of its past license renewal requests and has incurred only minimal costs in the process. The Company expects the television broadcasting business to continue into the foreseeable future and, therefore, the cash flows from the broadcast licenses are expected to continue indefinitely.

Additional information regarding goodwill and other intangible assets is in Note 7.

-37-


 

k. Derivative financial instruments

Meredith adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, including subsequent amendments, as required on July 1, 2000.

Meredith has used derivative financial instruments to manage the risk that changes in interest rates would affect its future interest payments. All interest rate swap contracts expired in June 2004. Interest rate swap contracts were generally considered to be cash flow hedges against changes in the amount of future interest payments on the Company's variable-rate debt obligations. The fair market value of the interest rate swap contracts was recorded in Accrued expenses: Other taxes and expenses in the Consolidated Balance Sheets. The related unrealized gains (losses) on these contracts were recorded in shareholders' equity as a component of other comprehensive income (loss), net of tax, and then recognized as an adjustment to interest expense over the same period in which the related interest payments being hedged were recognized in earnings. However, to the extent that any of these contracts were not considered to be highly effective in offsetting the change in the value of the interest payments being hedged, any changes in fair value relating to the ineffective portion of these contracts were immediately recognized in interest expense. The net effect of this accounting on the Company's operating results was that interest expense on the portion of the variable-rate debt being hedged was effectively recorded based on fixed interest rates.

As a result of its debt refinancing in April 2002, the notional amount of Meredith's interest rate swap contracts exceeded the variable-rate debt outstanding. Therefore a portion of the Company's interest rate swap contracts no longer met the qualifications for hedge accounting. All subsequent changes in the fair market value of these swaps affected future net earnings. Previously changes in the fair market value were recorded in other comprehensive income (loss). Management determined that it was probable that the level of variable-rate debt would not increase to allow use of these swaps over the term of the swap contracts. Therefore, $3.5 million in accumulated other comprehensive loss related to these swaps was reclassified to interest expense in fiscal 2002.

l. Revenues

Revenues are recognized only when realized/realizable and earned, in accordance with GAAP. Advertising revenues are recognized, net of agency commissions, when the underlying advertisements are published, defined as the issue's on-sale date, or aired by the broadcasting stations. Magazine advertising revenues totaled $422.1 million in fiscal 2004 ($383.1 million in fiscal 2003 and $325.5 million in fiscal 2002). Broadcasting advertising revenues were $281.9 million in fiscal 2004 ($265.5 million in fiscal 2003 and $247.2 million in fiscal 2002). Barter advertising revenues, and the offsetting expense, are recognized at the fair value of the advertising surrendered, as determined by similar cash transactions. Barter advertising revenues were not material in any period. Revenues from magazine subscriptions are deferred and recognized proportionately as products are delivered to subscribers. Revenues from magazine and book retail sales are recognized upon delivery, net of provisions for anticipated returns. The Company bases its estimates for returns on historical experience and current marketplace conditions. Revenues from integrated marketing and other custom programs are recognized when the products or services are delivered. In certain instances, revenues are recorded gross in accordance with GAAP although the Company receives cash for a lesser amount due to the netting of certain expenses.

-38-


 

m. Advertising expenses

Total advertising expenses included in the Consolidated Statements of Earnings were $75.7 million in fiscal 2004 ($74.9 million in fiscal 2003 and $70.0 million in fiscal 2002). The majority of the Company's advertising expenses relate to direct-mail costs for magazine subscription acquisition efforts. Advertising costs are expensed the first time the advertising takes place.

n. Stock-based compensation

The Company has several stock-based compensation plans which are more fully described in Note 15. Meredith accounts for those plans under the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. Compensation costs are reflected in net earnings for restricted stock plans; however, no stock-based compensation cost is reflected in net earnings for the employee stock purchase plan or for options granted as all options had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net earnings and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-based Compensation, to stock-based employee compensation:

Years ended June 30

 

2004

   

Restated
2003

   

2002

 

(In thousands except per share data)

                 

Net earnings as reported

$

110,716

 

$

2,317

 

$

91,381

 

Add: Total stock-based employee compensation expense
   included in reported net earnings, net of related tax effects

 

717

   

535

   

760

 

Deduct: Total stock-based employee compensation expense
   determined under fair value based method for all awards, net of
   related tax effects

 

(7,474

)

 

(6,943

)

 

(6,455

)

Pro forma net earnings (loss)

$

103,959

 

$

(4,091

)

$

85,686

 
                         

Basic earnings per share as reported

$

 

2.20

 

$

 

0.05

 

$

 

1.85

 

Pro forma basic earnings (loss) per share

   

2.07

     

(0.08

)

   

1.73

 

Diluted earnings per share as reported

   

2.14

     

0.05

     

1.79

 

Pro forma diluted earnings (loss) per share

     

2.00

       

(0.08

     

1.67

  

For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting periods. Options vest over a period of several years and additional awards are generally made each year. In addition, valuations are based on highly subjective assumptions about the future, including stock price volatility and exercise patterns. The Company used the Black-Scholes option pricing model to determine the fair value of grants made.

The following assumptions were applied in determining the pro forma compensation costs:

Years ended June 30

 

2004

   

2003

   

2002

 

Risk-free interest rate

 

3.98

 %

 

3.63

 %

 

4.62

 %

Expected dividend yield

 

0.90

 %

 

0.75

 %

 

0.75

 %

Expected option life

 

6.4

 yrs

 

6.3

 yrs

 

6.5

 yrs

Expected stock price volatility

 

23.00

 % 

 

25.00

 % 

 

24.00

 % 

-39-


 

o. Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

p. Earnings per share

Basic earnings per share are computed using the weighted average number of actual common and Class B shares outstanding during the period. Diluted earnings per share reflects the potential dilution that would occur from the exercise of common stock options outstanding and the issuance of other stock equivalents. The following table presents the calculations of earnings per share:

Years ended June 30

 

2004

   

Restated
2003

   

2002

 

(In thousands)

                 

Earnings before cumulative effect of

                 

   change in accounting principle

$

110,716

 

$

88,066

 

$

91,381

 

Basic average shares outstanding

50,214

49,706

49,528

Dilutive effect of stock options and equivalents

 

1,475

   

1,387

   

1,393

 

Diluted average shares outstanding

 

51,689

   

51,093

   

50,921

 

Earnings per share before cumulative effect of

   change in accounting principle

                       

Basic

$

 

2.20

 

$

 

1.78

 

$

 

1.85

 

Diluted

   

2.14

     

1.73

     

1.79

 

Antidilutive options excluded from the above calculations totaled 71,000 options for the year ended June 30, 2004 (with a weighted average exercise price of $49.81); 101,000 options for the year ended June 30, 2003 (with a weighted average exercise price of $45.16); and 9,000 options for the year ended June 30, 2002 (with a weighted average exercise price of $43.40).

q. Special-purpose entities

Meredith does not have any off-balance sheet financing activities. The Company's use of special-purpose entities is limited to Meredith Funding Corporation, whose activities are fully consolidated in Meredith's Consolidated Financial Statements (see Note 9).

r. New accounting pronouncements

In April 2003, the Financial Accounting Standards Board (FASB) issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. This statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. This statement was effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003.

-40-


 

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. This statement established standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This statement was effective on July 1, 2003.

In December 2003, the FASB issued SFAS No. 132 (Revised), Employers' Disclosure about Pensions and Other Postretirement Benefits. This statement retains the disclosure requirements of SFAS No. 132 and requires additional disclosures in both interim and annual financial statements. This statement was effective for fiscal years ending after December 15, 2003, and interim periods beginning after December 15, 2003.

In December 2003, the FASB issued Interpretation No. 46 (Revised) to address certain implementation issues associated with Interpretation No. 46, Consolidation of Variable Interest Entities. This interpretation addresses consolidation by business enterprises of certain variable interest entities. This statement was effective for periods ending after December 15, 2003 or March 15, 2004, depending on the type of entity.

There was no material impact on the Company's financial position or results of operations from the adoption or implementation of these accounting standards.

s. Other

Certain prior-year financial information has been reclassified or restated to conform to the fiscal 2004 financial statement presentation. This includes a restatement to recognize amortization expense related to broadcasting network affiliation agreement intangibles assets effective July 1, 2002.

2. Restatement of Fiscal 2003 Financial Statements

At the beginning of fiscal 2003, Meredith adopted SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 requires that goodwill and intangible assets with indefinite lives no longer be amortized to earnings but be reviewed at least annually for impairment. Upon the adoption of SFAS No. 142, Meredith, like most broadcasters, determined that its broadcasting network affiliation agreements had indefinite lives and ceased recording amortization expense on these assets. Subsequent to this determination, Meredith had discussions with the staff of the Securities and Exchange Commission as to whether network affiliation agreements are definite lived assets and should be amortized over the period of time the agreements are expected to remain in place, assuming renewals without material modifications to the original terms and conditions. Based on these discussions, Meredith reevaluated its accounting treatment and has modified its accounting policy. It will amortize these assets effective with the adoption of SFAS No. 142 generally using lives of 25 to 40 years from their original acquisition dates. If future renewals result in material modifications to the original terms and conditions of these agreements, the lives will be reassessed.

This change in accounting policy has resulted in the restatement of the financial statements as of and for the year ended June 30, 2003 presented in this Annual Report on Form 10-K. The restatement adjustments had no impact on cash flows from operating, investing or financing activities although it did impact certain non-cash components of cash flows from operating activities. The following is a summary of the adjustments to the financial statements as a result of the restatement:

-41-


 

June 30

2003

Selected Balance Sheet Data:

As previously
reported

   

As restated

 

Assets

           

Intangible assets, net

$

683,223

 

$

678,326

 

Total assets, net

 

1,436,721

   

1,431,824

 

Liabilities and shareholders' equity

           

Deferred income taxes

 

71,979

   

70,084

 

Total liabilities

 

935,956

   

934,061

 

Retained earnings

 

448,964

   

445,962

 

Total shareholders' equity

 

500,765

   

497,763

 

Total liabilities and shareholders' equity

 

1,436,721

   

1,431,824

 

 

Year ended June 30

2003

 

As previously
reported

   

As restated

 

Selected Statement of Earnings Data:

           

Depreciation and amortization

$

31,443

 

$

36,340

 

Total operating costs and expenses

 

902,785

   

907,682

 

Income from operations

 

177,319

   

172,422

 

Earnings before income taxes and cumulative effect
     of change in accounting principle

 

148,559

   

143,662

 

Income taxes

 

57,491

   

55,596

 

Earnings before cumulative effect of
   change in accounting principle

 

91,068

   

88,066

 

Net earnings

 

5,319

   

2,317

 
             

Basic earnings per share

           

Before cumulative effect of change
     in accounting principle

 

1.84

   

1.78

 

Basic earnings per share

 

0.11

   

0.05

 
             

Diluted earnings per share

           

Before cumulative effect of change
     in accounting principle

 

1.78

   

1.73

 

Diluted earnings per share

 

0.10

   

0.05

 
             

Selected Statement of Cash Flows Data:

           

Net earnings

 

5,319

   

2,317

 

Amortization

 

2,384

   

7,281

 

Deferred income taxes

 

45,483

   

43,588

 

In addition, the unaudited selected quarterly financial data presented in Note 19 for the first three quarters of the year ended June 30, 2004 and for all quarters of the year ended June 30, 2003 have been restated to reflect this change in accounting policy.

-42-


 

3. Change in Accounting Principle

Meredith adopted SFAS No. 142, Goodwill and Other Intangible Assets, effective July 1, 2002. SFAS No. 142 requires that goodwill and intangible assets with indefinite lives no longer be amortized to earnings, but be reviewed at least annually for impairment. Reviews are based on a fair-value approach as described in SFAS No. 142, which required an initial review of goodwill and intangible assets with indefinite lives as of the beginning of the fiscal year of adoption. The Company's initial review resulted in transitional impairment losses of $139.9 million ($85.7 million after tax), or $1.68 per diluted share. This charge was recorded net of tax as the cumulative effect of a change in accounting principle in the first quarter of fiscal 2003. The impairment losses related to certain television network affiliation agreements ($33.7 million) and goodwill at certain television stations ($106.2 million). The fair values of the network affiliation agreements and goodwill were determined by developing discounted cash flow analyses. The impairments were primarily the result of lower revenues and cash flows at television station WGCL-TV in Atlanta as compared to the projections on which the purchase price was based. Meredith completed annual impairment reviews of goodwill and intangible assets with indefinite lives as of May 31, 2004 and 2003. No impairments were recorded as a result of those reviews.

The elimination of amortization expense related to indefinite-lived intangible assets and goodwill as a result of SFAS No. 142 materially affected the comparisons of fiscal 2004 and 2003 results with the reported results for fiscal 2002. Intangible asset amortization expense was $5.5 million in fiscal 2004 and $7.3 million in fiscal 2003. Amortization expense related to intangible assets and goodwill totaled $25.9 million in fiscal 2002. SFAS No. 142 does not permit the restatement of prior years' results. The following adjusted amounts assume the non-amortization provisions of SFAS No. 142 had been effective at the beginning of fiscal 2002.

Year ended June 30

 

2002

   

Net
Earnings

Basic EPS

Diluted EPS

(In thousands except per share)

       

As reported

 

$   91,381

 

$1.85

 

$1.79

 

Add back amortization, net of taxes

             

     FCC licenses and other

 

7,263

 

0.15

 

0.15

 

     Goodwill

 

4,735

 

0.09

 

0.09

 

As adjusted

 

$ 103,379

 

$2.09

 

$2.03

 

The FASB also issued SFAS No. 141, Business Combinations, in June 2001. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. It also specifies criteria that must be met for the recognition of intangible assets separate from goodwill. Adoption of SFAS No. 142 required Meredith to evaluate its existing intangible assets and make any reclassifications necessary to meet the criteria specified in SFAS No. 141. The resulting reclassifications did not have a material impact on the Company's financial position.

 

4. Nonoperating Income

In fiscal 2003, Meredith recorded nonoperating expense of $1.6 million. It included a loss of $2.2 million on the sale of a subsidiary and the write-off of a $1.6 million investment in a start-up technology company. These charges were partially offset by a $1.3 million gain related to final post closing adjustments on the June 2002 exchange of two Florida television stations for KPTV-Portland and $0.9 million in life insurance proceeds.

In fiscal 2002, Meredith recorded nonoperating income of $63.8 million. This represented $61.8 million in gains from dispositions as described in Note 5 and $2.0 million from the demutualization of an insurance company with which Meredith holds policies.

-43-


 

5. Acquisitions, Exchanges and Dispositions

On December 5, 2002, Meredith purchased American Baby magazine and related assets (American Baby Group) from Primedia Inc., for $117.9 million ($115.0 million plus certain costs). The acquisition was financed with existing credit facilities and cash on hand. The cost was allocated based on the fair values of assets acquired and liabilities assumed, as determined by an independent appraisal, as follows: accounts receivable of $0.9 million; property, plant and equipment of $0.1 million; intangible assets subject to amortization of $4.4 million; intangible assets not subject to amortization of $38.9 million; goodwill of $76.2 million; and liabilities, primarily for unearned subscription revenues, of $2.6 million. Intangible assets subject to amortization will be amortized on a straight-line basis over their estimated useful lives of less than one year to five years. Goodwill was assigned to the publishing segment and is fully deductible for tax purposes.

Operating results of the properties are included in Meredith's consolidated operating results since the acquisition date. American Baby magazine, introduced in 1938, is published monthly and has a circulation of 2 million. Other American Baby Group properties acquired include Childbirth and First Year of Life magazines, three Hispanic titles and related marketing programs, the American Baby television program currently shown on The Discovery Channel® television network, web sites, custom publications and other related programs.

The acquisition of American Baby Group builds on Meredith's strategy to expand its home and family leadership position to a younger and more culturally diverse demographic spectrum of the family marketplace. Management believes this multi-tier franchise is helping the Company reach young families who are just beginning to build their home and family lives. The American Baby Group is a well-established large-scale brand with a strong array of products that reaches younger women and the Hispanic market-two areas that management believes will enhance the Company's already strong presence in the home and family arena.

Pro forma results of operations as if this asset purchase had occurred at the beginning of the fiscal year for each period presented are as follows:

Years ended June 30

 

Restated
2003

 

2002

 

(In thousands except per share)

         

Total revenues

$

1,101,559

 

$

1,039,285

 

Earnings before cumulative effect of change

           

     in accounting principle

 

89,973

   

93,944

 

Net earnings

 

4,224

   

93,944

 

Basic earnings per share

               

     Before cumulative effect of change

     in accounting principle

1.81

1.90

     Net earnings

0.09

1.90

Diluted earnings per share

     Before cumulative effect of change

     in accounting principle

1.76

1.84

     Net earnings

 

 

0.08

 

 

 

1.84

 

On June 17, 2002, Meredith exchanged its Orlando and Ocala, FL, television stations for station KPTV, in Portland, OR. The transaction with News Corporation and Fox Television Stations, Inc., created a Meredith duopoly in Portland where the Company also owns KPDX-TV. A duopoly, defined as the ownership of two stations in a market, offers increased efficiency while providing stronger outlets for advertisers and viewers. The operations of the acquired property are included in the Company's consolidated operating results since the acquisition date.

-44-


 

For financial reporting purposes, Meredith recorded the exchange as two simultaneous but separate events: the sale of the two Florida stations, for which nonoperating gains were recognized, and the acquisition of the Portland station, which was accounted for as an asset purchase. The nonoperating gains from the sale of the Florida stations totaled $61.8 million ($37.9 million after tax), or 74 cents per share, based on the fair value of the assets acquired as determined by an independent appraisal. The fair value of $90.0 million was the purchase price of the Portland station. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date.

 

(In thousands)

 

 

 

Property, plant and equipment

$

17,563

 

Broadcast rights

 

11,952

 

Intangible assets

 

75,258

 

Goodwill

 

4,649

 

Total assets acquired

 

109,422

 

Broadcast rights payable

 

(19,422

)

Net assets acquired

$

90,000

 

The intangible assets primarily represent the value of the station's FCC license. An intangible asset of less than $0.2 million was also recorded for the station's network affiliation agreement. The FCC license is indefinite-lived and, therefore, will not be amortized. It will be reviewed for impairment annually or as circumstances warrant. The network affiliation agreement will be amortized over 40 years and will be reviewed for impairment or changes in remaining life whenever circumstances warrant. Goodwill was assigned to the broadcasting segment and is fully deductible for tax purposes.

Pro forma results of operations as if this asset sale and purchase had occurred at the beginning of the fiscal year for each period presented are as follows:

Year ended June 30

 

2002

 

(In thousands except per share)

     

Total revenues

$

973,786

 

Net earnings

 

89,561

 

Basic earnings per share

   

1.81

 

Diluted earnings per share

   

1.76

 

The pro forma results include estimated noncash gains from the disposition of the two Florida television stations of 72 cents per diluted share in fiscal 2002.

In fiscal 2004 Meredith acquired a low-power television station serving Springfield-Holyoke, MA and an AM radio station serving Saginaw and Bay City, MI. These acquisitions were not material.

In June 2003, Meredith sold the stock of a wholly owned subsidiary that produced and sold calendars and books through annual programs. The revenues and operating profits of the subsidiary were not material to the publishing segment or the Company. The sale resulted in a loss of $2.2 million.

 

-45-


 

6. Inventories

Inventories consist of paper stock, books and editorial content. Of net inventory values shown, approximate portions determined using the LIFO method were 36 percent at June 30, 2004, and 30 percent at June 30, 2003. LIFO inventory (income) expense included in the Consolidated Statements of Earnings was $(0.9) million in fiscal 2004, $0.7 million in fiscal 2003 and $(2.8) million in fiscal 2002.

June 30

 

2004

 

2003

 

(In thousands)

         

Raw materials

$

13,025

$

8,745

 

Work in process

 

15,573

 

18,095

 

Finished goods

 

7,611

 

6,199

 
   

36,209

 

33,039

 

Reserve for LIFO cost valuation

 

(4,947

)

(5,891

)

Inventories

$

31,262

$

27,148

 

7. Goodwill and Intangibles

Intangible assets and goodwill consist of the following:

June 30

 

2004

   

Restated 2003

 

(In thousands)

 

Gross Amount

 

Accumulated Amortization

 

Net Amount

   

Gross Amount

 

Accumulated Amortization

 

Net Amount

 

Intangible assets

                             

  subject to amortization

                               

Publishing Group

                               
 

Noncompete agreements

$

 2,534

 

$

(1,013

)

$

1,521

 

$

2,534

 

$

(383

)

$

2,151

 
 

Customer lists

 

1,863

   

(1,863

)

 

-

   

1,863

   

(1,863

)

 

-

 

Broadcasting Group

                               
 

Network affiliation
   agreements

 

218,651

   

(73,554

)

 

145,097

   

218,651

   

(68,656

)

 

149,995

 

Total

$

223,048

 

$

(76,430

)

 

146,618

 

$

223,048

 

$

(70,902

)

 

152,146

 

Intangible assets not

                               

  subject to amortization

                               

Publishing Group

                               
 

Trademarks

         

48,131

               

48,131

 

Broadcasting Group

                               
 

FCC licenses

         

479,219

               

478,049

 

Total

         

527,350

               

526,180

 

Intangibles, net

       

$

673,968

             

$

678,326

 

On December 5, 2002, Meredith acquired the American Baby Group from Primedia, Inc. This acquisition resulted in the recognition of $4.4 million in intangible assets subject to amortization, $38.9 million in intangible assets not subject to amortization and $76.2 million in goodwill.

Amortization expense was $5.5 million in fiscal 2004 and $7.3 million in fiscal 2003. Future amortization expense for intangible assets is expected to be as follows: $5.5 million in fiscal 2005, $5.3 million in fiscal 2006, $5.2 million in fiscal 2007, $5.0 million in fiscal 2008 and $4.9 million in fiscal 2009.

-46-


 

The changes in the carrying amount of goodwill are as follows:

(In thousands)

 

Publishing
Group

 

Broadcasting
Group

 

Total

Balance at June 30, 2002

 

$

36,455

   

$

184,193

   

$

220,648

 

Acquisitions

 

76,786

   

-

   

76,786

 

Dispositions

 

(2,389

)

 

-

   

(2,389

)

Impairment writedowns

 

-

   

(106,173

)

 

(106,173

)

Reclassified/other

 

-

   

2,959

   

2,959

 

Balance at June 30, 2003

 

$

110,852

   

$

80,979

   

$

191,831

 

Reclassified/other

 

(528

)

 

-

   

(528

)

Balance at June 30, 2004

 

$

110,324

   

$

80,979

   

$

191,303

 

 

8. Restructuring Accrual

In response to a weakening economy and a widespread advertising downturn in fiscal 2001, management took steps to reduce the number of Meredith employees, including a one-time, voluntary early retirement program. Other selective workforce reductions were achieved through attrition, realignments and job eliminations. Approximately 200 positions were eliminated in fiscal 2001 and early fiscal 2002. The Company also wrote off certain Internet investments. These actions were the primary factors in a fiscal 2001 fourth-quarter nonrecurring charge of $25.3 million ($15.4 million after tax), or 30 cents per share, for personnel costs ($18.4 million), asset write-downs and other ($8.2 million), offset by the reversal of excess accruals ($1.3 million). The nonrecurring charge resulted in balance sheet adjustments of $8.5 million and cash payments of $1.1 million in fiscal 2001, leaving an accrual balance of $15.7 million for personnel costs at June 30, 2001. Details of the activities affecting the accrual since that date follow:

(In thousands)

     

Restructuring accrual at June 30, 2001

$

15,716

 

Payments

 

(10,975

)

Adjustments

 

232

 

Restructuring accrual at June 30, 2002

$

4,973

 

Payments

 

(3,494

)

Adjustments

 

(157

)

Restructuring accrual at June 30, 2003

$

1,322

 

Payments

 

(458

)

Restructuring accrual at June 30, 2004

$

864

 

Payments made were for enhanced retirement benefits, severance, and other associated costs. The adjustments in fiscal 2002 represent an additional accrual of $0.4 million for higher than expected severance costs which was partially offset by a charge of $0.2 million for accelerated amortization of restricted stock. The adjustments in fiscal 2003 represent the reversal of excess accruals. The adjustments were recorded in selling, general and administrative expenses in both fiscal 2002 and 2003. Approximately 95 percent of the personnel costs accrued at June 30, 2001 were paid out by June 30, 2004. The remaining accrual represents early retirement benefit costs that will be paid over the next 4 fiscal years.

 

-47-


 

9. Long-term Debt

Long-term debt consists of the following:

June 30

 

2004

 

2003

 

(In thousands)

         

Variable-rate credit facilities

         

     Asset-backed commercial paper facility of $100 million due 4/9/2007

$

-

$

75,000

 

     Revolving credit facility of $150 million due 4/5/2007

 

-

 

-

 
           

Private placement notes

         

     6.51% senior notes, due 3/1/2005

 

75,000

 

75,000

 

     6.57% senior notes, due 9/1/2005

 

50,000

 

50,000

 

     6.65% senior notes, due 3/1/2006

 

75,000

 

75,000

 

     6.39% senior notes, due 4/1/2007

 

50,000

 

50,000

 

     6.62% senior notes, due 4/1/2008

 

50,000

 

50,000

 

Total long-term debt

 

300,000

 

375,000

 

Current portion of long-term debt

 

(75,000

)

-

 

Long-term debt

$

225,000

$

375,000

 

Principal payments on the debt due in succeeding fiscal years are:

Years ended June 30

     

(In thousands)

     

2005

$

75,000

 

2006

 

125,000

 

2007

 

50,000

 

2008

 

50,000

 

Total long-term debt

$

300,000

 

In connection with the asset-backed commercial paper facility, Meredith entered into a revolving agreement in April 2002. Under this agreement the Company currently sells all of its rights, title and interest in the majority of its accounts receivable related to advertising, book and miscellaneous revenues to Meredith Funding Corporation, a special purpose entity established to purchase accounts receivable from Meredith. At June 30, 2004, $156 million of accounts receivable, net of reserves, were outstanding under the agreement. Meredith Funding Corporation in turn sells receivable interests to an asset-backed commercial paper conduit administered by a major national bank. In consideration of the sale, Meredith receives cash and a subordinated note, bearing interest at the prime rate (4.00 percent at June 30, 2004), from Meredith Funding Corporation. The agreement is structured as a true sale under which the creditors of Meredith Funding Corporation will be entitled to be satisfied out of the assets of Meredith Funding Corporation prior to any value being returned to Meredith or its creditors. The accounts of Meredith Funding Corporation are fully consolidated in Meredith's consolidated financial statements. The asset-backed commercial paper facility renews annually until April 9, 2007, the facility termination date.

The interest rate on the asset-backed commercial paper program changes monthly and is based on a fixed spread over the average commercial paper cost to the lender. The interest rate would have been 1.53 percent in June 2004 had any amount been borrowed under the program. The interest rate on the variable-rate revolving credit facility is based on a spread over LIBOR determined by the Company's leverage ratio. This rate was 1.9 percent at June 30, 2004, although no amounts were borrowed at the time. Interest rates on the private placement notes range from 6.39 to 6.65 percent. The weighted average interest rate on debt outstanding at June 30, 2004 was 6.8 percent.

-48-


 

All of the Company's debt agreements include financial covenants, and failure to comply with any such covenants could result in the debt becoming payable on demand. A summary of the Company's significant financial covenants and their status at June 30, 2004 follows:

 

Required at
June 30, 2004

          Actual at
          June 30, 2004

     

Ratio of debt to trailing 12 month EBITDA1

Less than 3.5

1.3

 

Ratio of EBITDA1 to interest expense

Greater than 3.0

10.4

 

Ratio of EBIT2 to interest expense

Greater than 2.5

8.9

 

Consolidated shareholders' equity3

Greater than $447.2 million

$674.5

million

   

1.

EBITDA is earnings before interest, taxes, depreciation and amortization as defined in the debt agreements.

2.

EBIT is earnings before interest and taxes as defined in the debt agreements.

3.

Consolidated shareholders' equity is adjusted for special items as defined in the debt agreements.

The Company was in compliance with these and all other debt covenants at June 30, 2004.

Interest expense related to long-term debt totaled $26.1 million in fiscal 2004, $28.0 million in fiscal 2003 and $27.2 million in fiscal 2002.

At June 30, 2004, Meredith had $90 million of credit available under the asset-backed commercial paper program based on the level of accounts receivable outstanding under the program and $150 million of credit available under the revolving credit facility. The commitment fee rate for the asset-backed commercial paper facility is 0.19 percent of the unused commitment. The commitment fee rate for the revolving credit facility ranges from 0.125 to 0.225 percent of the unused commitment based on the Company's leverage ratio. Commitment fees paid in fiscal 2004 were not material.

 

10. Derivative Financial Instruments

Meredith has used derivative financial instruments to manage the risk that changes in interest rates would affect its future interest payments. Interest rate swap contracts were used to effectively convert a substantial portion of the Company's variable interest rate debt to fixed interest rate debt. Under the interest rate swap contracts, Meredith agreed to pay an amount equal to a specified fixed rate of interest times a notional principal amount, and to receive in return an amount equal to a specified variable rate of interest times the same notional principal amount. The notional amounts of the contract were not exchanged. All of Meredith's interest rate swap contracts expired in June 2004.

As a result of the debt refinancing completed in April 2002 and subsequent debt repayments, Meredith had swap contracts that no longer met the qualifications for hedge accounting. Those swap contracts were deemed to be ineffective and dedesignated as hedge contracts. Expense related to fair market value adjustments on the swap contracts had been recorded in other comprehensive income (loss). As a result of the dedesignation, the loss was to be amortized into earnings over the life of the swap contracts and all future changes in the fair market value of the dedesignated swap contracts would affect future net earnings. Interest expense of $1.3 million was recorded in fiscal 2002, for such amortization and changes in fair market value. Subsequent to the dedesignation, management determined that it was probable that the level of the Company's variable-rate debt would not increase to allow use of the dedesignated swaps over the term of the swap contracts. Therefore, $3.5 million remaining in accumulated other comprehensive loss related to the dedesignated swap contracts was reclassified as interest expense in the fourth quarter of fiscal 2002. Changes in the fair market value of the dedesignated swap contracts resulted in reductions in interest expense of $3.9 million in fiscal 2004 and $0.9 million in fiscal 2003.

 

-49-


 

11. Fair Values of Financial Instruments

Carrying amounts and estimated fair values of financial instruments are as follows:

June 30

 

2004

   

2003

 

(In thousands)

 

Carrying
Amount

   

Fair
Value

   

Carrying
Amount

   

Fair
Value

 

Broadcast rights payable

$

32,953

 

$

30,722

 

$

44,574

 

$

41,365

 

Long-term debt

 

300,000

   

310,095

   

375,000

   

400,750

 

Fair values were determined as follows:

Broadcast rights payable: Present value of future cash flows discounted at the Company's current borrowing rate.

Long-term debt: Present value of future cash flows using borrowing rates currently available for debt with similar terms and maturities.

Interest rate swap contracts outstanding at June 30, 2003, which expired in June 2004, were reported at fair market value in the Consolidated Balance Sheet.

The carrying amounts for all other financial instruments approximate their respective fair values due to the short-term nature of these instruments. Fair value estimates are made at a specific point in time based on relevant market and financial instrument information. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision.

Changes in assumptions could significantly affect these estimates.

 

12. Income taxes

Income tax expense attributable to earnings before the cumulative effect of a change in accounting principle consists of:

Years ended June 30

 

2004

   

Restated
2003

   

2002

(In thousands)

               

Currently payable

               
 

Federal

$

35,367

 

$

9,938

 

$

14,859

 

State

 

5,454

   

2,070

   

2,193

   

40,821

   

12,008

   

17,052

Deferred

 

Federal

 

24,540

   

36,788

   

34,299

 

State

 

4,536

   

6,800

   

6,340

   

29,076

   

43,588

   

40,639

Income taxes

$

69,897

 

$

55,596

 

$

57,691

In addition, a deferred income tax benefit of $54.2 million was recognized in association with the charge for the cumulative effect of a change in accounting principle in fiscal 2003. Income tax benefits related to the exercise of stock options and vesting of restricted stock reduced current taxes payable and increased additional paid-in capital by $11.0 million in fiscal 2004 ($13.7 million in fiscal 2003 and $6.5 million in fiscal 2002).

 

-50-


 

The differences between the effective tax rates and the statutory U.S. federal income tax rate are as follows:

Years ended June 30

 

2004

   

2003

   

2002 

U.S. statutory tax rate

 

35.0

 %

 

35.0

 %

 

35.0

 %

State income taxes, less federal income tax benefits

 

3.6

   

3.9

   

3.7

 

Goodwill amortization

 

-

   

-

   

0.7

 

Other

 

0.1

   

(0.2

)

 

(0.7

)

Effective income tax rate

 

38.7

 %

 

38.7

 %

 

38.7

 %

The tax effects of temporary differences that gave rise to the deferred income tax assets and liabilities are as follows:

June 30

 

2004

   

Restated
2003

 

(In thousands)

           

Deferred tax assets

           
 

Accounts receivable allowances and return reserves

$

13,983

 

$

10,047

 
 

Compensation and benefits

 

17,319

   

26,243

 
 

All other assets

 

1,693

   

11,261

 

Total deferred tax assets

 

32,995

   

47,551

 

Deferred tax liabilities

           
 

Subscription acquisition costs

 

21,746

   

28,429

 
 

Accumulated depreciation and amortization

 

77,134

   

53,462

 
 

Gains from dispositions

 

25,863

   

25,625

 
 

All other liabilities

 

8,388

   

10,377

 

Total deferred tax liabilities

 

133,131

   

117,893

 

Net deferred tax liability

$

100,136

 

$

70,342

 

The current portions of deferred tax assets and liabilities are included in Accrued expenses: Other taxes and expenses in the Consolidated Balance Sheets.

 

13. Pension and Postretirement Benefit Plans

Savings and Investment Plan
The Company maintains a 401(k) Savings and Investment Plan which permits eligible employees to contribute funds on a pre-tax basis. The plan allows employee contributions of up to 50 percent of eligible compensation subject to the maximum allowed under federal tax provisions. The Company matches 100 percent of the first 3 percent and 50 percent of the next 2 percent of employee contributions.

The 401(k) Savings and Investment Plan allows employees to choose among various investment options, including the Company's common stock, for both their contributions and the Company's matching contribution. Company contribution expense under this plan totaled $5.0 million in fiscal 2004 and $4.6 million annually in fiscal 2003 and 2002.

Pension and Postretirement Plans
Meredith has noncontributory pension plans covering substantially all employees. These plans include qualified (funded) plans as well as non-qualified (unfunded) plans. These plans provide participating employees with retirement benefits in accordance with benefit provision formulas. The non-qualified plans provide retirement benefits only to certain highly compensated employees. The Company also sponsors defined healthcare and life insurance plans that provide benefits to eligible retirees. Meredith uses a March 31 measurement date for its plans.

 

-51-


 

Obligations and Funded Status
The following tables present changes in, and components of, the Company's net assets/liabilities for pension and other postretirement benefits:

     

Pension

   

Postretirement

 

June 30

   

2004

   

2003

   

2004

   

2003

 

(In thousands)

                         

Change in benefit obligation

                         

Benefit obligation, beginning of year

 

$

67,714

 

$

68,403

 

$

18,723

 

$

18,652

 

Service cost

   

4,190

   

4,805

   

816

   

752

 

Interest cost

   

4,100

   

4,991

   

1,358

   

1,351

 

Participant contributions

   

-

   

-

   

399

   

446

 

Plan amendments

   

122

   

-

   

(1,032

)

 

-

 

Actuarial loss (gain)

   

6,503

   

(1,914

)

 

3,980

   

(938

)

Benefits paid (including lump sums)

   

(5,227

)

 

(8,571

)

 

(1,950

)

 

(1,540

)

Benefit obligation, end of year

 

$

77,402

 

$

67,714

 

$

22,294

 

$

18,723

 
                           

Change in plan assets

                         

Fair value of plan assets, beginning of year

 

$

55,349

 

$

58,409

 

$

-

 

$

-

 

Actual return (loss) on plan assets

   

19,199

   

(10,687

)

 

-

   

-

 

Employer contributions

   

13,890

   

16,198

   

1,551

   

1,094

 

Participant contributions

   

-

   

-

   

399

   

446

 

Benefits paid (including lump sums)

   

(5,227

)

 

(8,571

)

 

(1,950

)

 

(1,540

)

Fair value of plan assets, end of year

 

$

83,211

 

$

55,349

 

$

-

 

$

-

 
                           

Funded status, end of year

 

$

5,809

 

$

(12,365

)

$

(22,294

)

$

(18,723

)

Unrecognized actuarial (gain) loss

   

(455

)

 

8,306

   

3,068

   

(912

)

Unrecognized prior service cost

   

4,133

   

4,677

   

(2,478

)

 

(1,646

)

Unrecognized net transition obligation

   

-

   

168

   

-

   

-

 

Contributions between measurement date

                         
 

and fiscal year end

   

106

   

4,143

   

433

   

376

 

Net recognized amount, end of year

 

$

9,593

 

$

4,929

 

$

(21,271

)

$

(20,905

)

Benefits paid directly from Meredith assets are included in both employer contributions and benefits paid.

Amounts recognized in the statement of financial position consist of:

     

Pension

   

Postretirement

 

June 30

   

2004

   

2003

   

2004

   

2003

 

(In thousands)

                         

Consolidated Balance Sheets

                         

Prepaid benefit cost

 

$

20,229

 

$

14,728

 

$

-

 

$

-

 

Accrued benefit liability

   

(10,636

)

 

(9,799

)

 

(21,271

)

 

(20,905

)

Additional minimum liability

   

(3,857

)

 

(2,532

)

 

-

   

-

 

Intangible asset

   

3,747

   

2,532

   

-

   

-

 

Accumulated other comprehensive loss

   

110

   

-

   

-

   

-

 

Net recognized amount, end of year

 

$

9,593

 

$

4,929

 

$

(21,271

)

$

(20,905

)

The accumulated benefit obligation for all defined benefit pension plans was $68.1 million and $62.0 million at June 30, 2004 and 2003, respectively.

 

-52-


 

The following table provides information about pension plans with projected benefit obligations in excess of plan assets:

June 30

 

2004

   

2003

 

(In thousands)

           

Projected benefit obligation

 

$ 17,163

   

$ 12,872

 

Fair value of plan assets

 

81

   

52

 

 

The following table provides information about pension plans with accumulated benefit obligations in excess of plan assets:

June 30

 

2004

   

2003

 

(In thousands)

           

Accumulated benefit obligation

 

$ 14,211

   

$ 12,082

 

Fair value of plan assets

 

81

   

52

 

 

Costs
The components of net periodic benefit costs recognized in the Consolidated Statements of Earnings were as follows:

       

Pension

         

Postretirement

   

Years ended June 30

 

2004

   

2003

   

2002

   

2004

   

2003

   

2002

 

(In thousands)

                                   

Components of net periodic benefit cost

                                   

Service cost

$

4,190

 

$

4,805

 

$

4,853

 

$

816

 

$

752

 

$

738

 

Interest cost

 

4,100

   

4,991

   

5,256

   

1,358

   

1,351

   

1,285

 

Expected return on plan assets

 

(4,385

)

 

(4,950

)

 

(4,971

)

 

-

   

-

   

(3

)

Prior service cost amortization

 

666

   

666

   

858

   

(200

)

 

(200

)

 

(200

)

Actuarial loss (gain) amortization

 

450

   

(166

)

 

11

   

-

   

-

   

-

 

Transition amount amortization

 

168

   

223

   

356

   

-

   

-

   

-

 

Settlement gain

 

-

   

(266

)

 

(920

)

 

-

   

-

   

-

 

Net periodic benefit expense

$

5,189

 

$

5,303

 

$

5,443

 

$

1,974

 

$

1,903

 

$

1,820

 

In fiscal 2003 and 2002, lump sum benefit payments triggered accelerated recognition of past gains, resulting in settlement gains that reduced the Company's pension expense.

       

Pension

         

Postretirement

   

Years ended June 30

 

2004

   

2003

   

2002

   

2004

   

2003

   

2002

 

(In thousands)

                                   

Increase (decrease) in minimum
   liability included in other comprehensive
   income (net of tax)

$

67

 

$

(350

)

$

216

 

$

-

 

$

-

 

$

-

 

 

-53-


 

Assumptions
Benefit obligations were determined using the following weighted-average assumptions:

     

Pension

   

Postretirement

 

June 30

   

2004

   

2003

   

2004

   

2003

 

Weighted-average assumptions

                         

Discount rate

   

5.75

%

 

6.25

%

 

5.75

%

 

6.25

%

Rate of compensation increase

   

5.00

%

 

5.00

%

 

5.00

%

 

5.00

%

Rate of increase in health care cost levels:

                         

    Initial level

   

NA

   

NA

   

10.50

%

 

12.00

%

    Ultimate level

   

NA

   

NA

   

5.50

%

 

5.50

%

    Years to ultimate level

   

NA

   

NA

   

4 yrs 

   

5 yrs 

 

 NA-Not applicable   

   

 

                   

Net periodic benefit costs were determined using the following weighted-average assumptions:

     

Pension

         

Postretirement

   

Years ended June 30

2004

   

2003

   

2002

   

2004

   

2003

   

2002

 

Weighted-average assumptions

                                 

Discount rate

6.25 

%

 

7.25 

%

 

7.25 

%

 

6.25 

%

 

7.25

%

 

7.25 

%

Expected return on plan assets

8.00 

%

 

8.25 

%

 

8.25 

%

 

NA 

   

NA

   

NA 

 

Rate of compensation increase

5.00 

%

 

5.00 

%

 

5.00 

%

 

5.00 

%

 

5.00

%

 

5.00 

%

Rate of increase in health care cost levels:

                                 

    Initial level 1

NA 

   

NA 

   

NA 

   

12.00 

%

 

8.00

%

 

7.00 

%

    Ultimate level

NA 

   

NA 

   

NA 

   

5.50 

%

 

5.75

%

 

5.75 

%

    Years to ultimate level

NA 

   

NA 

   

NA 

   

5 yrs  

   

5 yrs

   

2 yrs 

 

NA-Not applicable

                                 

1.

In fiscal 2002, the initial level was 5.75% for participants age 65 and over.

 

The expected long-term rate of return on asset assumption was determined, with the assistance of the Company's investment consultants, based on a variety of factors. These factors include, but are not limited to, the plans' asset allocations, a review of historic capital market performance, historical plan performance, current market factors such as inflation and interest rates, and a forecast of expected future asset returns. The Company reviews this long-term assumption on a periodic basis.

Assumed rates of increase in healthcare cost levels have a significant effect on the amounts reported for the healthcare plans. A one-percentage-point change in the assumed healthcare cost trend rates would have the following effects:

 

One-Percentage-Point Increase

 

One-Percentage-Point Decrease

(In thousands)

             

Effect on service and interest cost components for fiscal 2004

$

158

   

$

(137

)

Effect on postretirement benefit obligation as of June 30, 2004

 

1,133

     

(994

)

Meredith's postretirement healthcare plan does not provide prescription drug benefits for Medicare-eligible retirees. Therefore, the Medicare Prescription Drug, Improvement and Modernization Act of 2003, enacted in December 2003, has no effect on the accumulated postretirement benefit obligation or net periodic cost of the Company's plan.

 

-54-


 

Plan Assets
The targeted and weighted-average asset allocations by asset category for investments held by the Company's pension plans are as follows:

 

Target
Allocation

 

Actual Allocation

June 30

   

2004

 

2003

Domestic equity securities

 

60 

%

 

60 

%

   

60 

%

International equity securities

 

10 

%

 

10 

%

   

%

Fixed income investments

 

30 

%

 

30 

%

   

31 

%

Fair value of plan assets

 

100 

%

 

100 

%

   

100 

%

The primary objective of the Company's pension plans is to provide eligible employees with scheduled pension benefits by utilizing a prudent investment approach. The Company employs a total return investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return on plan assets for a prudent level of risk. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. The investment portfolio contains a diversified blend of equity and fixed-income investments. Furthermore, equity investments are diversified across domestic and international stocks, as well as between growth and value stocks and small and large capitalizations. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews, annual liability measurements, and periodic asset/liability studies. The target asset allocations represent the long-term perspective. A 10% range is utilized around individual asset classes. The overall asset mix is reviewed on a quarterly basis and plan assets are rebalanced back to target allocations as needed.

Equity securities do not include any Meredith Corporation common or class B stock at June 30, 2004 or 2003. Dividend income of $24 thousand was received on Meredith common stock in fiscal 2003 prior to the sale of such shares.

Cash Flows
Meredith expects to contribute approximately $1.2 million to its pension plans and $2.1 million to its postretirement plan in fiscal 2005.

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

 

Pension
Benefits

 

Postretirement
Benefits

Fiscal years ended June 30:

             

(In thousands)

             

2005

$

9,187

   

$

2,057

 

2006

 

7,204

     

2,311

 

2007

 

17,052

     

2,572

 

2008

 

7,965

     

2,814

 

2009

 

8,693

     

2,993

 

2010-2014

 

43,977

     

18,129

 

 

-55-


 

14. Capital Stock

The Company has two classes of common stock outstanding: common and class B. Holders of both classes of common stock receive equal dividends per share. Class B stock, which has 10 votes per share, is not transferable as class B stock except to family members of the holder or certain other related entities. At any time, class B stock is convertible, share for share, into common stock with one vote per share. Class B stock transferred to persons or entities not entitled to receive it as class B stock will automatically be converted and issued as common stock to the transferee. The principal market for trading the Company's common stock is the New York Stock Exchange (trading symbol MDP). No separate public trading market exists for the Company's class B stock.

From time to time, the Company's Board of Directors has authorized the repurchase of shares of the Company's common stock on the open market. In February 2004, a 2 million share repurchase authorization was approved.

Repurchases under these authorizations were as follows:

Years ended June 30

 

2004

 

 

2003

 

 

2002

 

(In thousands)

 

 

 

 

 

 

 

 

 

Number of shares

747

761

877

Cost at market value

$

37,416

 

$

31,521

 

$

30,178

 

As of June 30, 2004, approximately 2.1 million shares could be repurchased under existing authorizations by the Board of Directors.

 

15. Common Stock and Stock Option Plans

Restricted Stock and Stock Equivalent Plans
The Company has awarded common stock and/or common stock equivalents to eligible key employees under a stock incentive plan and to nonemployee directors under restricted stock and stock equivalent plans. All plans have restriction periods tied primarily to employment and/or service. In addition, certain awards are granted based on specified levels of Company stock ownership. The awards are recorded at market value on the date of the grant as unearned compensation. The initial values of the grants are amortized over the restriction periods, net of forfeitures.

The number of stock units and annual expense information follows:

Years ended June 30

2004

2003

2002

(In thousands except per share)

Number of stock units awarded

30

28

18

Average market price of stock units awarded

$

48.61

$

42.71

$

35.28

Stock units outstanding

 

157

 

 

159

 

 

170

 

Annual expense, net

$

1,170

 

$

873

 

$

1,240

 

Employee Stock Purchase Plan
Meredith has a noncompensatory employee stock purchase plan (ESPP) available to substantially all employees. The ESPP allows employees to purchase shares of Meredith common stock through payroll deductions at the lesser of 85 percent of the fair market value of the stock on either the first or last trading day of the offering period. The initial offering period was July 1 to December 31, 2002. Beginning January 1, 2003, the ESPP had quarterly offering periods. Shareholders authorized the reservation of 500,000 common shares for issuance under the ESPP at the November 2002 annual meeting. Information about the shares issued under this plan follows:

 

-56-


 

Years ended June 30

2004

 

2003

(In thousands except per share)

             

Shares issued

 

40

     

23

 

Average price

$

38.40

   

$

32.25

 

Average fair value

$

47.61

   

$

39.91

 

 

Stock Option Plans
Under the Company's stock incentive plan, nonqualified stock options may be granted to certain employees to purchase shares of common stock at prices not less than market prices at the dates of grants. All options granted under these plans expire at the end of 10 years. Most of the options granted in fiscal 2004 vest in full three years from the date of grant. Most of the options granted prior to fiscal 2004 vest one-third each year over a three-year period. Meredith has also occasionally granted options tied to attaining specified earnings per share and/or return on equity goals for the subsequent three-year periods. Attaining these goals results in the acceleration of vesting for all, or a portion of, the options to three years from the date of grant. Options not subject to accelerated vesting will vest eight years from the date of grant, subject to certain tenure qualifications.

The Company also has a nonqualified stock option plan for nonemployee directors. Options vest one-third each year over a three-year period and expire 10 years after issuance.

A summary of stock option activity and weighted average exercise prices follows:

Years ended June 30

 

2004

   

2003

   

2002

 
   

Options

   

Exercise
Price

   

Options

   

Exercise
Price

   

Options

   

Exercise
Price

 

(Options in thousands)

                                   

Outstanding, beginning of year

 

5,992

   

$ 30.56

   

6,461

   

$ 26.58

   

6,320

   

$ 24.21

 

Granted at market price

 

1,405

   

46.36

   

876

   

39.74

   

886

   

34.66

 

Exercised

 

(1,015

)

 

24.09

   

(1,276

)

 

16.54

   

(635

)

 

13.01

 

Forfeited

 

(60

)

 

43.97

   

(69

)

 

33.69

   

(110

)

 

34.14

 

Outstanding, end of year

 

6,322

   

$ 34.98

   

5,992

   

$ 30.56

   

6,461

   

$ 26.58

 

Exercisable, end of year

3,937

$ 30.92

 

 

4,146

$ 28.34

 

 

4,554

$ 24.26

Fair value of options granted

                                   

   at market price

       

13.49

         

11.98

         

11.19

 

A summary of stock options outstanding and exercisable as of June 30, 2004, follows:

 

  

Options outstanding 

 

  

Options exercisable 

 

Range of
exercise prices

  

Number
outstanding

Weighted
average
remaining
life (years)

Weighted
average
exercise
price

 

 

Number exercisable

Weighted
average
exercise
price

 

(Options in thousands)

 

 

 

 

$ 11.56 - $ 28.06

 

1,682

3.74

$ 24.54

 

 

1,440

$ 23.95

 

 

$ 28.44 - $ 33.62

 

1,288

4.51

31.55

 

 

1,215

31.49

 

 

$ 34.08 - $ 39.05

 

1,506

7.17

37.01

 

 

  900

36.54

 

 

$ 39.13 - $ 50.37

 

1,846

8.04

45.22

 

 

  382

42.15

 

 

  

  

6,322

5.97

34.98

 

 

 

3,937

30.92

 

 

-57-


 

The maximum number of shares reserved for use in all company restricted stock, stock equivalent and stock incentive plans totals 13.6 million. The total number of shares, including restricted and equivalent stock shares, and stock options that have been awarded under these plans as of June 30, 2004, is approximately 11.9 million.

 

16. Commitments and Contingent Liabilities

The Company occupies certain facilities and sales offices and uses certain equipment under lease agreements. Rental expense for such leases was $9.9 million in fiscal 2004 ($9.2 million annually in both fiscal 2003 and 2002). Minimum rental commitments at June 30, 2004, under all noncancelable operating leases due in succeeding fiscal years are:

Years ended June 30

 

(In thousands)

     

2005

$

9,469

 

2006

 

9,304

 

2007

 

8,287

 

2008

 

7,342

 

2009

 

7,480

 

Later years

 

22,008

 

Total amounts payable

$

63,890

 

Most of the future lease payments relate to the lease of office facilities in New York City through December 31, 2011. In the normal course of business, leases that expire are generally renewed or replaced by leases on similar property.

The Company has recorded commitments for broadcast rights payable in future fiscal years. The Company also is obligated to make payments under contracts for broadcast rights not currently available for use, and therefore not included in the Consolidated Financial Statements, in the amount of $55.0 million at June 30, 2004 ($55.8 million at June 30, 2003). The fair values of these commitments for unavailable broadcast rights, determined by the present value of future cash flows discounted at the Company's current borrowing rate, were $47.8 million and $48.5 million at June 30, 2004 and 2003, respectively.

The broadcast rights payments due in succeeding fiscal years are:

Years ended June 30

Recorded
Commitments

 

Unavailable
Rights

(In thousands)

             

2005

$

19,929

   

$

12,422

 

2006

 

7,889

     

14,847

 

2007

 

3,517

     

12,268

 

2008

 

1,421

     

9,695

 

2009

 

197

     

2,570

 

Later years

 

-

     

3,179

 

Total amounts payable

$

32,953

   

$

54,981

 

The Company is involved in certain litigation and claims arising in the normal course of business. In the opinion of management, liabilities, if any, arising from existing litigation and claims will not have a material effect on the Company's earnings, financial position or liquidity.

 

-58-


 

17. Other Comprehensive Income

Comprehensive income is defined as the change in equity during a period from transactions and other events and circumstances from nonowner sources. Comprehensive income includes net earnings as well as items of other comprehensive income.

The following table summarizes the items of other comprehensive income (loss) and the accumulated other comprehensive income (loss) balances:

 

Foreign
Currency
Translation
Adjustments

Minimum
Pension
Liability
Adjustments

Interest
Rate
Swaps

Accumulated
Other
Comprehensive
Income (Loss)

(In thousands)

                       

Balance at June 30, 2001

$

(748

)

$

(134

)

$

(1,085

)

$

(1,967

)

Current-year adjustments, pre-tax

23

(354

)

(231

)

(562

)

Tax (expense) benefit

   

(9

)

 

138

   

90

   

219

 

Other comprehensive income (loss)

 

14

   

(216

)

 

(141

)

 

(343

)

Balance at June 30, 2002

$

(734

)

$

(350

)

$

(1,226

)

$

(2,310

)

Current-year adjustments, pre-tax

333

573

340

1,246

Tax expense

   

(130

)

 

(223

)

 

(133

)

 

(486

)

Other comprehensive income

 

203

   

350

   

207

   

760

 

Balance at June 30, 2003

$

(531

)

$

-

 

$

(1,019

)

$

(1,550

)

Current-year adjustments, pre-tax

281

(110

)

1,670

1,841

Tax (expense) benefit

   

(110

)

 

43

   

(651

)

 

(718

)

Other comprehensive income (loss)

 

171

   

(67

)

 

1,019

   

1,123

 

Balance at June 30, 2004

$

(360

)

$

(67

)

$

-

 

$

(427

)

 

-59-


 

18. Financial Information about Industry Segments

Meredith is a diversified media company primarily focused on the home and family marketplace. Based on products and services, the Company has established two reportable segments: publishing and broadcasting. The publishing segment includes magazine and book publishing, integrated marketing, interactive media, database-related activities, brand licensing and other related operations. The publishing segment information includes the effect of the acquisition of the American Baby Group in December 2002. The broadcasting segment includes the operations of 12 network-affiliated television stations and one AM radio station. The broadcasting segment information includes the effect of the acquisition of KPTV and the disposition of WOFL-TV and WOGX-TV in June 2002. Virtually all of the Company's revenues are generated in the United States and all of the assets reside within the United States. There are no material intersegment transactions.

There are three 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, adjusted operating profit, and earnings before interest, taxes, depreciation, and amortization (EBITDA). Operating profit for segment reporting, disclosed below, is revenues less operating costs and excluding nonoperating income, interest income and expense, or unallocated corporate expenses. Segment operating costs include allocations of certain centrally incurred costs such as employee benefits, occupancy, information systems, accounting services, internal legal staff and human resources administration expenses. These costs are allocated based on actual usage or other appropriate methods, primarily number of employees. Unallocated corporate expenses are corporate overhead expenses not attributable to the operating groups. Adjusted operating profit assumes the amortization provisions of SFAS No. 142, Goodwill and Other Intangible Assets, were effective for all periods reported. Segment EBITDA also excludes nonoperating income and unallocated corporate expenses. In accordance with SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, adjusted operating profit and EBITDA are not presented below.

The adoption of SFAS No. 142, Goodwill and Other Intangible Assets, effective July 1, 2002 had a significant effect on the amortization expense and operating profit of the broadcasting segment, and to a lesser extent the publishing segment. See Notes 2 and 3.

A significant noncash item included in segment operating costs, other than depreciation and amortization of fixed and intangible assets, is the amortization of broadcast rights in the broadcasting segment. Broadcast rights amortization totaled $31.1 million in fiscal 2004, $37.3 million in fiscal 2003 and $40.1 million in fiscal 2002.

Segment assets include intangible, fixed and all other noncash 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 one of the segments.

Expenditures for long-lived assets other than capital expenditures in the publishing segment included the acquisition of the American Baby Group in December 2002 for $117.9 million. Expenditures for long-lived assets other than capital expenditures in the broadcasting segment included the acquisition of one television station in exchange for two of Meredith's television stations in June 2002. This exchange resulted in net additions to broadcasting segment long-lived assets of $69.4 million.

 

-60-


 

The following table presents financial information by segment:

Years ended June 30

 

2004

   

Restated
2003

   

2002

 

(In thousands)

                 

Revenues

                 

Publishing

$

873,052

 

$

808,049

 

$

733,251

 

Broadcasting

 

288,600

   

272,055

   

254,578

 

Total revenues

$

1,161,652

 

$

1,080,104

 

$

987,829

 
                   

Operating Profit

                 

Publishing

$

161,102

 

$

139,306

 

$

117,023

 

Broadcasting

 

71,035

   

58,962

   

20,186

 

Unallocated corporate

 

(29,023

)

 

(25,846

)

 

(19,360

)

Income from operations

$

203,114

 

$

172,422

 

$

117,849

 
                   

Depreciation/amortization

                 

Publishing

$

9,904

 

$

11,685

 

$

11,441

 

Broadcasting

 

22,315

   

21,608

   

39,639

 

Unallocated corporate

 

3,024

   

3,047

   

2,560

 

Total depreciation/amortization

$

35,243

 

$

36,340

 

$

53,640

 
                   

Assets

                 

Publishing

$

421,217

 

$

428,054

 

$

297,732

 

Broadcasting

 

907,536

   

908,340

   

1,054,470

 

Unallocated corporate

 

137,174

   

95,430

   

108,062

 

Total assets

$

1,465,927

 

$

1,431,824

 

$

1,460,264

 
                   

Capital expenditures

                 

Publishing

$

3,910

 

$

3,919

 

$

4,991

 

Broadcasting

 

16,845

   

18,643

   

12,270

 

Unallocated corporate

 

3,780

   

4,083

   

6,104

 

Total capital expenditures

$

24,535

 

$

26,645

 

$

23,365

 

 

-61-


 

19. Selected Quarterly Financial Data (unaudited)

   

Restated

             

Year ended June 30, 2004

 

First
Quarter

   

Second
Quarter

   

Third
Quarter

   

Fourth
Quarter

   

Total

 

(In thousands except per share)

                 

Revenues

                             

Publishing

$

206,671

 

$

206,855

 

$

230,432

 

$

229,094

 

$

873,052

 

Broadcasting

 

65,999

   

73,524

   

69,121

   

79,956

   

288,600

 

Total revenues

 

272,670

   

280,379

   

299,553

   

309,050

   

1,161,652

 

Operating Profit

Publishing

 

33,000

   

22,824

   

52,428

   

52,850

   

161,102

 

Broadcasting

 

10,424

   

20,061

   

14,619

   

25,931

   

71,035

 

Unallocated corporate expense

 

(6,547

)

 

(5,494

)

 

(7,798

)

 

(9,184

)

 

(29,023

)

Income from operations

 

36,877

   

37,391

   

59,249

   

69,597

   

203,114

 

Net earnings

19,050

19,437

32,882

39,347

110,716

Basic earnings per share

     

0.38

       

0.39

        

0.65

        

0.78

        

2.20

 

Diluted earnings per share

   

0.37

     

0.38

     

0.64

     

0.76

     

2.14

 

Dividends per share

 

 

0.095

 

 

 

0.095

 

 

 

0.120

 

 

 

0.120

 

 

 

0.430

 

 

Fiscal 2004

Results for the first, second and third quarters have been restated to reflect the amortization of broadcasting network affiliation agreements. This restatement reduced broadcasting operating profits by $1.2 million per quarter, with an after-tax impact of $750,000 per quarter, or approximately 1.5 cents per diluted share (Note 2).

As a result of rounding and changes in shares outstanding during the year, the sum of the four quarters' earnings per share may not necessarily equal the earnings per share for the year.

 

-62-


 

 

Restated

Year ended June 30, 2003

 

First
Quarter

   

Second
Quarter

   

Third
Quarter

   

Fourth
Quarter

   

Total

 

(In thousands except per share)

                             

Revenues

                             

Publishing

$

185,868

 

$

170,927

 

$

220,800

 

$

230,454

 

$

808,049

 

Broadcasting

 

64,194

   

80,784

   

57,376

   

69,701

   

272,055

 

Total revenues

 

250,062

   

251,711

   

278,176

   

300,155

   

1,080,104

 

Operating Profit

Publishing

 

28,938

   

17,402

   

46,551

   

46,415

   

139,306

 

Broadcasting

 

10,096

   

25,919

   

6,086

   

16,861

   

58,962

 

Unallocated corporate expense

 

(5,100

)

 

(6,252

)

 

(5,912

)

 

(8,582

)

 

(25,846

)

Income from operations

 

33,934

   

37,069

   

46,725

   

54,694

   

172,422

 

Earnings before

                             

   cumulative effect of change

   in accounting principle

  

15,710

   

18,571

   

24,737

   

29,048

   

88,066

 

Net (loss) earnings

 

(70,039

)

 

18,571

 

 

24,737

 

 

29,048

 

 

2,317

 

Basic earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Before cumulative effect of

                             

   change in accounting principle

     

0.32

        

0.37

        

0.50

        

0.58

        

1.78

  

   Net (loss) earnings

   

(1.41

)

   

0.37

     

0.50

     

0.58

     

0.05

 

Diluted earnings per share

   Before cumulative effect of

                             

   change in accounting principle

   

0.31

     

0.36

     

0.48

     

0.57

     

1.73

 

   Net (loss) earnings

   

(1.37

)

   

0.36

     

0.48

     

0.57

     

0.05

 

Dividends per share

 

 

0.090

 

 

 

0.090

 

 

 

0.095

 

 

 

0.095

 

 

 

0.370

 

 

Fiscal 2003

Results for all of fiscal 2003 have been restated to reflect the amortization of broadcasting network affiliation agreements. This restatement reduced broadcasting operating profits by approximately $1.2 million per quarter and $4.9 million for the year. The after-tax impact of the restatement was $750,000 per quarter, or approximately 1.5 cents per diluted share, and $3.0 million for the year, or approximately 6 cents per diluted share (Note 2).

First quarter results included a charge for the cumulative effect of a change in accounting principle related to the adoption of SFAS No. 142, Accounting for Goodwill and Intangible Assets, of $139.9 million ($85.7 million after tax), or $1.68 per diluted share (Note 3).

Second quarter results included nonoperating expense of $0.3 million for the write-off of an investment in a start-up technology company, net of a gain related to final post closing adjustments on the June 2002 exchange of two Florida television stations for KPTV-Portland (Note 4).

Fourth quarter results included nonoperating expense of $1.3 million for a loss on the sale of a subsidiary, net of insurance proceeds (Note 4).

As a result of rounding and changes in shares outstanding during the year, the sum of the four quarters' earnings per share may not necessarily equal the earnings per share for the year.

 

-63-


 

ELEVEN-YEAR FINANCIAL HISTORY WITH SELECTED FINANCIAL DATA

Meredith Corporation and Subsidiaries

Years ended June 30

 

2004

   

Restated
2003

   

2002

   

2001

   

2000

   

1999

 

($ in thousands except per share)

                               

Results of operations

                                   

Revenues

$

1,161,652

 

$

1,080,104

 

$

987,829

 

$

1,043,451

 

$

1,089,470

 

$

1,029,804

 

Costs and expenses

 

923,295

   

871,342

   

816,340

   

839,947

   

852,688

   

814,634

 

Depreciation and amortization

 

35,243

   

36,340

   

53,640

   

51,572

   

52,349

   

44,083

 

Nonrecurring items

 

-

   

-

   

-

   

25,308

   

23,096

   

-

 

Income from operations

 

203,114

   

172,422

   

117,849

   

126,624

   

161,337

   

171,087

 

Nonoperating (expense) income

 

-

   

(1,551

)

 

63,812

   

21,477

   

-

   

2,375

 

Net interest (expense) income

 

(22,501

)

 

(27,209

)

 

(32,589

)

 

(31,901

)

 

(33,751

)

 

(21,287

)

Income taxes

 

(69,897

)

 

(55,596

)

 

(57,691

)

 

(44,928

)

 

(56,556

)

 

(62,518

)

Earnings from continuing

                                   

     operations

 

110,716

   

88,066

   

91,381

   

71,272

   

71,030

   

89,657

 

Discontinued operations

 

-

   

-

   

-

   

-

   

-

   

-

 

Cumulative effect of change in

                                   

     accounting principle

 

-

   

(85,749

)

 

-

   

-

   

-

   

-

 

Net earnings (loss)

$

110,716

 

$

2,317

 

$

91,381

 

$

71,272

 

$

71,030

 

$

89,657

 

Basic per share information

                                   

Earnings from continuing operations

$

2.20

 

$

1.78

 

$

1.85

 

$

1.43

 

$

1.38

 

$

1.72

 

Discontinued operations

 

-

   

-

   

-

   

-

   

-

   

-

 

Cumulative effect of change in

                                   

     accounting principle

 

-

   

(1.73

)

 

-

   

-

   

-

   

-

 

Net earnings (loss)

$

2.20

 

$

0.05

 

$

1.85

 

$

1.43

 

$

1.38

 

$

1.72

 

Diluted per share information

                                   

Earnings from continuing operations

$

2.14

 

$

1.73

 

$

1.79

 

$

1.39

 

$

1.35

 

$

1.67

 

Discontinued operations

 

-

   

-

   

-

   

-

   

-

   

-

 

Cumulative effect of change in

                                   

     accounting principle

 

-

   

(1.68

)

 

-

   

-

   

-

   

-

 

Net earnings (loss)

$

2.14

 

$

0.05

 

$

1.79

 

$

1.39

 

$

1.35

 

$

1.67

 

(In thousands)

                                   

Average diluted shares outstanding

 

51,689

   

51,093

   

50,921

   

51,354

   

52,774

   

53,761

 

Other per share information

                                   

Dividends

$

0.43

 

$

0.37

 

$

0.35

 

$

0.33

 

$

0.31

 

$

0.29

 

Stock price-high

 

55.94

   

47.75

   

45.00

   

38.97

   

42.00

   

48.50

 

Stock price-low

 

43.65

   

33.42

   

26.50

   

26.75

   

22.37

   

26.69

 

Financial Position at June 30

                                   

Current assets

$

314,014

 

$

268,429

 

$

272,211

 

$

291,082

 

$

288,799

 

$

256,175

 

Working capital

 

(56,947

)

 

(28,770

)

 

(35,195

)

 

(80,324

)

 

(69,902

)

 

(87,940

)

Net assets of discontinued operations

 

-

   

-

   

-

   

-

   

-

   

-

 

Total assets

 

1,465,927

   

1,431,824

   

1,460,264

   

1,437,747

   

1,439,773

   

1,423,396

 

Long-term obligations

                                   

     (including current portion)

 

332,953

   

419,574

   

429,331

   

505,758

   

541,146

   

564,573

 

Shareholders' equity

 

588,730

   

497,763

   

507,717

   

447,908

   

422,509

   

413,305

 
                                     

Number of employees at June 30

 

2,696

   

2,633

   

2,569

   

2,616

   

2,703

   

2,642

 
                                     

Comparable Basis Reporting1

                                   

Earnings from continuing operations

                                   

     as reported

$

110,716

 

$

88,066

 

$

91,381

 

$

71,272

 

$

71,030

 

$

89,657

 

Adjustment for SFAS No. 142:

                                   

     add back amortization, net of tax

 

-

   

-

   

11,998

   

12,106

   

12,603

   

9,592

 

Adjusted earnings from continuing

                                   

     operations

$

110,716

 

$

88,066

 

$

103,379

 

$

83,378

 

$

83,633

 

$

99,249

 

Adjusted earnings from continuing

                                   

     operations: per basic/diluted share

$

2.20/2.14

 

$

1.78/1.73

 

$

2.09/2.03

 

$

1.67/1.63

 

$

1.63/1.59

 

$

1.90/1.85

 
     

1.

Comparable basis reporting assumes the provisions of SFAS No. 142 eliminating the amortization of goodwill and certain

 
 

intangible assets were effective in all periods. See Note 3 of the "Notes to Consolidated Financial Statements."

 

 

-64-


 

ELEVEN-YEAR FINANCIAL HISTORY WITH SELECTED FINANCIAL DATA (continued)

Meredith Corporation and Subsidiaries

Years ended June 30

 

1998

   

1997

   

1996

   

1995

   

1994

 

($ in thousands except per share)

                             

Results of operations

                             

Revenues

$

1,004,922

 

$

850,702

 

$

864,676

 

$

826,194

 

$

741,100

 

Costs and expenses

 

815,581

   

713,034

   

742,041

   

734,475

   

670,898

 

Depreciation and amortization

 

36,840

   

22,997

   

25,130

   

19,017

   

16,942

 

Nonrecurring items

 

-

   

-

   

-

   

-

   

7,384

 

Income from operations

 

152,501

   

114,671

   

97,505

   

72,702

   

45,876

 

Nonoperating (expense) income

 

-

   

-

   

5,898

   

-

   

11,997

 

Net interest (expense) income

 

(13,387

)

 

3,756

   

(3,347

)

 

6,894

   

1,529

 

Income taxes

 

(59,256

)

 

(50,835

)

 

(45,399

)

 

(35,398

)

 

(26,929

)

Earnings from continuing

                             

     operations

 

79,858

   

67,592

   

54,657

   

44,198

   

32,473

 

Discontinued operations

 

-

   

27,693

   

(717

)

 

(4,353

)

 

(5,319

)

Cumulative effect of change in

     accounting principle

 

-

   

-

   

-

   

(46,160

)

 

-

 

Net earnings (loss)

$

79,858

 

$

95,285

 

$

53,940

 

$

(6,315

)

$

27,154

 

Basic per share information

                             

Earnings from continuing operations

$

1.51

 

$

1.26

 

$

1.00

 

$

0.81

 

$

0.57

 

Discontinued operations

 

-

   

0.52

   

(0.02

)

 

(0.07

)

 

(0.09

)

Cumulative effect of change in

                             

     accounting principle

 

-

   

-

   

-

   

(0.86

)

 

-

 

Net earnings (loss)

$

1.51

 

$

1.78

 

$

0.98

 

$

(0.12

)

$

0.48

 

Diluted per share information

                             

Earnings from continuing operations

$

1.46

 

$

1.22

 

$

0.97

 

$

0.79

 

$

0.57

 

Discontinued operations

 

-

   

0.50

   

(0.01

)

 

(0.07

)

 

(0.09

)

Cumulative effect of change in

                             

     accounting principle

 

-

   

-

   

-

   

(0.83

)

 

-

 

Net earnings (loss)

$

1.46

 

$

1.72

 

$

0.96

 

$

(0.11

)

$

0.48

 

(In thousands)

                             

Average diluted shares outstanding

 

54,603

   

55,522

   

56,391

   

55,508

   

56,730

 

Other per share information

                             

Dividends

$

0.27

 

$

0.24

 

$

0.21

 

$

0.19

 

$

0.17

 

Stock price-high

 

46.94

   

29.37

   

24.37

   

13.50

   

11.41

 

Stock price-low

 

26.75

   

19.69

   

11.75

   

10.62

   

8.37

 

Financial Position at June 30

                             

Current assets

$

246,801

 

$

337,208

 

$

210,676

 

$

250,598

 

$

290,177

 

Working capital

 

(100,068

)

 

59,248

   

(68,831

)

 

(28,436

)

 

27,766

 

Net assets of discontinued operations

 

-

   

-

   

88,051

   

88,097

   

90,579

 

Total assets

 

1,065,989

   

760,433

   

733,692

   

743,796

   

679,813

 

Long-term obligations

                             

     (including current portion)

 

244,607

   

17,032

   

71,482

   

102,259

   

10,801

 

Shareholders' equity

 

378,013

   

326,649

   

261,516

   

241,050

   

257,761

 
                               

Number of employees at June 30

 

2,559

   

2,102

   

2,234

   

2,400

   

2,194

 
                               

Comparable Basis Reporting1

                             

Earnings from continuing operations

                             

     as reported

$

79,858

 

$

67,592

 

$

54,657

 

$

44,198

 

$

32,473

 

Adjustment for SFAS No. 142:

                             

     add back amortization, net of tax

 

7,617

   

4,154

   

2,783

   

3,199

   

2,692

 

Adjusted earnings from continuing

                             

     operations

$

87,475

 

$

71,746

 

$

57,440

 

$

47,397

 

$

35,165

 

Adjusted earnings from continuing

                             

     operations: per basic/diluted share

$

1.65/1.61

 

$

1.34/1.29

 

$

1.05/1.02

 

$

0.86/0.85

 

$

0.62/0.62

 
   

1.

Comparable basis reporting assumes the provisions of SFAS No. 142 eliminating the amortization of goodwill and certain

 

intangible assets were effective in all periods. See Note 3 of the "Notes to Consolidated Financial Statements."

-65-


 

NOTES TO ELEVEN-YEAR FINANCIAL HISTORY WITH SELECTED FINANCIAL DATA

 

General

Prior years are reclassified to conform with the current-year presentation.

Significant acquisitions occurred: in December 2002 with the acquisition of the American Baby Group; in June 2002 with the exchange of WOFL and WOGX for KPTV; in March 1999 with the acquisition of WGCL; in September 1997 with the acquisition of WFSB; in July 1997 with the purchase of KPDX, WHNS and KFXO; and in January 1995 with the purchase of WSMV.

Data has been adjusted to reflect two-for-one stock splits in March 1997 and March 1995.

Long-term obligations include broadcast rights payable and Company debt associated with continuing operations.

Shareholders' equity includes temporary equity where applicable.

 

Earnings from continuing operations

Fiscal 2003 results have been restated to reflect amortization of network affiliation agreements. Nonoperating expense primarily represented a loss on the sale of stock of Craftways Corporation, a wholly-owned publishing subsidiary.

Fiscal 2002 nonoperating income primarily represented a gain from the disposition of the Orlando and Ocala television stations.

Fiscal 2001 nonrecurring items primarily represented charges for employment reduction programs and Internet investment write-offs. Nonoperating income represented a gain from the disposition of Golf for Women magazine.

Fiscal 2000 nonrecurring items represented charges for asset write-downs, contractual obligations and personnel costs associated with the decision to exit certain publishing operations and other restructuring activities.

Fiscal 1999 nonoperating income represented a gain from the sale of the real estate operations.

Fiscal 1996 nonoperating income represented a gain from the sale of three book clubs.

Fiscal 1995 included interest income of $8.6 million from the IRS for the settlement of the Company's 1986 through 1990 tax years.

Fiscal 1994 nonrecurring items represented charges for broadcasting film write-downs and taxes on disposed properties. Nonoperating income represented a gain from the disposition of the Syracuse and Fresno television properties.

 

-66-


 

Discontinued operations

Fiscal years 1994 through 1997 include the results of the Company's former cable television operation reflected as a discontinued operation.

Fiscal 1997 included an after-tax gain from the disposition of the Company's remaining interest in the cable television operation.

Fiscal 1996 reflected cable net losses through the measurement date of September 30, 1995.

Fiscal 1995 included an after-tax gain from the disposition of a cable property.

 

Changes in accounting principles

Fiscal 2003 reflected the adoption of SFAS No. 142, Goodwill and Other Intangible Assets.

Fiscal 1995 reflected the adoption of Practice Bulletin 13, Direct-Response Advertising and Probable Future Benefits.

 

-67-


 

SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS

Meredith Corporation and Subsidiaries

 

 

  

 

 

 

Additions 

 

 

 

 

 

 

 

Those reserves which are deducted in the Consolidated Financial Statements from Receivables:

 

Balance at beginning of period

 

Charged to costs and expenses

 

Charged to other accounts

 

Deductions

 

Balance at end of period

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal year ended June 30, 2004

 

Reserve for doubtful accounts

$

7,459

$

3,591

$

-

 

$

(6,367

)

$

4,683

 

Reserve for returns

6,363

28,017

-

 

(24,219

)

10,161

 

     Total

$

13,822

$

31,608

$

-

 

$

(30,586

)

$

14,844

Fiscal year ended June 30, 2003

 

Reserve for doubtful accounts

$

7,904

$

3,236

$

-

 

$

(3,681

)

$

7,459

 

 

Reserve for returns

7,234

16,402

-

 

(17,273

)

6,363

 

     Total

$

15,138

$

19,638

$

-

 

$

(20,954

)

$

13,822

Fiscal year ended June 30, 2002

 

Reserve for doubtful accounts

$

8,564

$

3,366

$

174

 

$

(4,200

)

$

7,904

 

Reserve for returns

6,269

19,337

-

 

(18,372

)

7,234

 

     Total

$

14,833

$

22,703

$

174

 

$

(22,572

)

$

15,138

 

-68-


 

 

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/ Suku V. Radia

 
 

                                                                       

 
 

Suku V. Radia

 
 

Vice President - Chief Financial Officer

 
 

(Principal Financial and Accounting Officer)

 
     
 
Date:  November 5, 2004

 

-69-


 

INDEX TO EXHIBITS

Exhibit
Number

 

Item

     

23

 

Consent of Independent Registered Public Accounting Firm

     

31

 

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

     

32

 

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 


 

HIGHLIGHTS

 

Click here for Table of Contents

   Amended portions in (parentheses).
   
(Explanatory Note)
Item 7. 

Management's Discussion and Analysis  (Accounting Changes)

Item 8.

Financial Data:

   

Report of Independent Registered Public Accounting Firm

   

Balance Sheets

   

Statements of Earnings

   

Statements of Cash Flow

   

Statements of Shareholders' Equity

   

Notes  (footnote2.)

  Eleven-Year Financial History
Financial Statement Schedule
   

Schedule II - Valuation and Qualifying Accounts

Index to Exhibits