SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT 1934
For the quarterly period ended October 31, 2004 Commission File No. 1-11507
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES ACT OF 1934
For the transition period from to
JOHN WILEY & SONS, INC.
(Exact name of Registrant as specified in its charter)
NEW YORK 13-5593032
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
111 RIVER STREET, HOBOKEN, NJ 07030
- ------------------------------- ------------------------------------
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (201) 748-6000
------------------
NOT APPLICABLE
----------------------------------------------------
Former name, former address, and former fiscal year,
if changed since last report
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 [ ]
The number of shares outstanding of each of the Registrant's classes of common
stock as of October 31, 2004 were:
Class A, par value $1.00 - 49,905,493
Class B, par value $1.00 - 11,213,164
This is the first page of a 27-page document
JOHN WILEY & SONS, INC.
INDEX
PART I - FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements.
Condensed Consolidated Statements of Financial Position - Unaudited
as of October 31, 2004 and 2003, and April 30, 2004........................................3
Condensed Consolidated Statements of Income - Unaudited
for the Three and Six Months ended October 31, 2004 and 2003...............................4
Condensed Consolidated Statements of Cash Flows - Unaudited
for the Six Months ended October 31, 2004 and 2003.........................................5
Notes to Unaudited Condensed Consolidated Financial Statements.............................6-12
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................................................13-19
Item 3. Quantitative and Qualitative Disclosures About Market Risk...................................20
Item 4. Controls and Procedures......................................................................21
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.............................................................22
SIGNATURES AND CERTIFICATIONS........................................................................23-27
EXHIBITS
99.1 - 18 U.S.C. Section 1350 Certificate by the President and Chief
Executive Officer
99.2 - 18 U.S.C. Section 1350 Certificate by the Chief Financial and
Operations Officer
JOHN WILEY & SONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(In thousands)
(UNAUDITED)
October 31, April 30,
------------------------------------ ----------------
2004 2003 2004
---------------- --------------- ----------------
Assets
Current Assets
Cash and cash equivalents $ 18,359 10,756 $ 82,027
Accounts receivable 142,066 147,124 127,224
Inventories 77,672 84,049 83,789
Deferred income tax benefits 18,041 27,482 18,113
Prepaid and other 11,638 9,047 12,853
---------------- --------------- ----------------
Total Current Assets 267,776 278,458 324,006
Product Development Assets 59,231 61,353 60,755
Property, Equipment and Technology 114,758 116,815 117,305
Intangible Assets 280,736 279,697 276,440
Goodwill 195,354 194,114 194,893
Deferred Income Tax Benefits 17,503 28,046 18,976
Other Assets 21,917 22,310 22,207
---------------- --------------- ----------------
Total Assets $ 957,275 980,793 $ 1,014,582
================ =============== ================
Liabilities & Shareholders' Equity
Current Liabilities
Current portion of long-term debt and notes payable $ - 60,000 $ -
Accounts and royalties payable 71,056 91,080 68,338
Deferred subscription revenue 50,103 42,665 127,224
Accrued income taxes 30,352 28,962 19,338
Accrued pension liability 5,348 6,733 4,559
Deferred income taxes 5,784 - 5,721
Other accrued liabilities 63,994 54,381 81,185
---------------- --------------- ----------------
Total Current Liabilities 226,637 283,821 306,365
Long-Term Debt 200,000 200,000 200,000
Accrued Pension Liability 52,171 56,378 48,505
Other Long-Term Liabilities 31,250 28,997 31,757
Deferred Income Taxes 12,543 12,185 12,891
Shareholders' Equity
Class A & Class B common stock 83,190 83,190 83,190
Additional paid-in-capital 52,399 41,652 45,887
Retained earnings 478,773 408,332 441,533
Accumulated other comprehensive income 7,661 1,015 2,197
Unearned deferred compensation (3,199) (1,997) (2,134)
Treasury stock (184,150) (132,780) (155,609)
---------------- --------------- ----------------
Total Shareholders' Equity 434,674 399,412 415,064
---------------- --------------- ----------------
Total Liabilities & Shareholders' Equity $ 957,275 980,793 $ 1,014,582
================ =============== ================
The accompanying Notes are an integral part of the condensed consolidated
financial statements.
JOHN WILEY & SONS, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED
(In thousands except per share information)
Three Months Six Months
Ended October 31, Ended October 31,
------------------------------------ ---------------------------------
2004 2003 2004 2003
---------------- ---------------- ---------------- --------------
Revenue $ 247,050 228,880 $ 473,989 448,540
Costs and Expenses
Cost of sales 85,247 78,182 160,476 150,291
Operating and administrative expenses 119,168 111,296 237,602 223,339
Amortization of intangibles 2,511 2,535 5,010 4,865
---------------- ---------------- ---------------- --------------
Total Costs and Expenses 206,926 192,013 403,088 378,495
---------------- ---------------- ---------------- --------------
Operating Income 40,124 36,867 70,901 70,045
Interest Income and Other (net) (56) 720 101 815
Interest Expense (1,504) (1,332) (2,848) (2,687)
---------------- ---------------- ----------------- --------------
Net Interest Expense and Other (1,560) (612) (2,747) (1,872)
---------------- ---------------- ----------------- --------------
Income Before Taxes 38,564 36,255 68,154 68,173
Provision For Income Taxes 12,105 10,607 21,811 20,725
---------------- ---------------- ----------------- --------------
Net Income $ 26,459 25,648 $ 46,343 47,448
================ ================ ================= ==============
Income Per Share
Diluted $ 0.42 0.41 $ 0.74 0.75
Basic $ 0.43 0.41 $ 0.76 0.77
Cash Dividends Per Share
Class A Common $ 0.08 0.07 $ 0.15 0.13
Class B Common $ 0.08 0.07 $ 0.15 0.13
Average Shares
Diluted 62,548 63,176 62,731 63,091
Basic 61,054 61,891 61,240 61,788
The accompanying Notes are an integral part of the condensed consolidated
financial statements.
JOHN WILEY & SONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW - UNAUDITED
(In thousands)
For The Six Months
Ended October 31,
-----------------------------------
2004 2003
------------------ ----------------
Operating Activities
- --------------------
Net income $ 46,343 47,448
Adjustments to reconcile net income to cash provided
by (used for) operating activities
Amortization of intangibles 5,010 4,865
Amortization of composition costs 16,569 15,254
Depreciation of property and equipment 15,123 13,720
Non-cash charges & other 28,850 25,030
Change in deferred subscription revenue (77,965) (77,444)
Net change in operating assets and liabilities (14,151) (29,404)
------------------ ----------------
Cash Provided by (Used for) Operating Activities 19,779 (531)
------------------ ----------------
Investing Activities
- --------------------
Additions to product development assets (28,255) (26,305)
Additions to property and equipment (10,984) (13,140)
Acquisition of publishing assets (7,662) (1,904)
------------------ ----------------
Cash Used for Investing Activities (46,901) (41,349)
------------------ ----------------
Financing Activities
- --------------------
Borrowings of short-term debt - 60,000
Repayment of long-term debt - (35,000)
Purchase of treasury stock (30,657) (2,486)
Cash dividends (9,103) (8,079)
Proceeds from exercise of stock options 2,853 3,287
------------------ ----------------
Cash (Used for) Provided By Financing Activities (36,907) 17,722
------------------ ----------------
Effects of Exchange Rate Changes on Cash 361 1,673
------------------ ----------------
Cash and Cash Equivalents
Decrease for Period (63,668) (22,485)
Balance at Beginning of Period 82,027 33,241
------------------ ----------------
Balance at End of Period $ 18,359 10,756
================== ================
Supplemental Information
Businesses/Rights Acquired:
Fair value of assets acquired $ 7,662 1,904
Liabilities assumed - -
------------------ ----------------
Cash Paid for Businesses Acquired $ 7,662 1,904
================== ================
Cash Paid During the Period for:
Interest $ 2,367 2,462
Income taxes - Net $ 6,351 3,485
The accompanying Notes are an integral part of the condensed consolidated
financial statements.
JOHN WILEY & SONS, INC., AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments, consisting only
of normal recurring adjustments, necessary to present fairly the
consolidated financial position of John Wiley & Sons, Inc., and
Subsidiaries (the "Company") as of October 31, 2004 and 2003, the results
of operations for the three month and six month periods ended October 31,
2004 and 2003, and cash flows for the six month periods ended October 31,
2004 and 2003. The results for the three months and six months ended
October 31, 2004 are not necessarily indicative of the results to be
expected for the full year. These statements should be read in conjunction
with the most recent audited financial statements contained in the
Company's Form 10-K for the fiscal year ended April 30, 2004.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
Certain prior-year amounts have been reclassified to conform to the current
year's presentation.
Stock-Based Compensation: Stock options and restricted stock grants are
accounted for in accordance with Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees," and the disclosure-only
provisions of Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation," as amended by SFAS No. 148,
"Accounting for Stock Based Compensation - Transition and Disclosure."
Accordingly, the Company recognizes no compensation expense for fixed stock
option grants since the exercise price is equal to the fair value of the
shares at date of grant. For restricted stock grants, compensation cost is
generally recognized ratably over the vesting period based on the fair
value of shares.
Pro forma information under SFAS No. 123 and SFAS No. 148
---------------------------------------------------------
The per share value of options granted in connection with the Company's
stock option plans during the following periods are estimated using the
Black Scholes option pricing model with the following weighted average
assumptions:
For the Three and Six Months
Ending October 31,
-------------------------------
2004 2003
------------- -------------
Expected life of options (years) 8.1 8.1
Risk-free interest rate 4.5% 2.9%
Volatility 23.8% 30.7%
Dividend yield 0.9% 1.0%
Fair value $11.00 $8.97
For purposes of the following pro forma disclosure, the fair value of the
awards was estimated at the date of grant using the Black Scholes
option-pricing model and amortized to expense over the options vesting
periods.
For the Three Months For the Six Months
Ending October 31, Ending October 31,
----------------------------- -----------------------------
(in thousands except per share amount) 2004 2003 2004 2003
------------ ------------ ------------ ------------
Net income as reported $26,459 $25,648 $46,343 $47,448
Stock-based compensation, net of tax, included in
the determination of net income as reported -
Restricted stock plans 775 429 1,519 950
Director stock plan 15 (13) 29 15
Stock-based compensation costs, net of tax, that would
have been included in the determination of net income
had the fair value-based method been applied (2,143) (1,537) (4,255) (3,218)
------------ ------------ ------------ -------------
Pro forma net income $25,106 $24,527 $43,636 $45,195
============ ============ ============ =============
Reported earnings per share
Diluted $0.42 $0.41 $0.74 $0.75
Basic $0.43 $0.41 $0.76 $0.77
Pro forma earnings per share
Diluted $0.40 $0.39 $0.70 $0.72
Basic $0.41 $0.40 $0.71 $0.73
2. Comprehensive Income
--------------------
Comprehensive income was as follows (in thousands):
For the Three Months For the Six Months
Ending October 31, Ending October 31,
----------------------------- -----------------------------
2004 2003 2004 2003
------------ ------------ ------------ ------------
Net income $26,459 $25,648 $46,343 $47,448
Change in other comprehensive income (loss), net of taxes:
Derivative cash flow hedges - (248) - (277)
Foreign currency translation adjustment 2,050 6,608 5,464 8,463
------------ ------------ ------------ ------------
Comprehensive income $28,509 $32,008 $51,807 $55,634
============ ============ ============ ============
A reconciliation of accumulated other comprehensive gain (loss) follows
(in thousands):
Three Months Ended October 31, 2004
---------------------------------------------------
Beginning Change for Ending
Balance Period Balance
------------- ------------- -------------
Foreign currency translation adjustment $21,537 2,050 23,587
Minimum pension liability, net of tax (15,926) - (15,926)
------------- ------------- -------------
Total $5,611 2,050 7,661
============= ============= =============
Six Months Ended October 31, 2004
---------------------------------------------------
Beginning Change for Ending
Balance Period Balance
------------- ------------- -------------
Foreign currency translation adjustment $18,123 5,464 23,587
Minimum pension liability, net of tax (15,926) - (15,926)
------------- ------------- -------------
Total $2,197 5,464 7,661
============= ============= =============
3. Weighted Average Shares for Earning Per Share
---------------------------------------------
A reconciliation of the shares used in the computation of income per share
follows (in thousands):
For the Three Months For the Six Months
Ending October 31, Ending October 31,
------------------------------ ------------------------------
2004 2003 2004 2003
------------- ------------ ------------- ------------
Weighted average shares outstanding 61,359 62,176 61,518 62,033
Less: Unearned deferred compensation shares (305) (285) (278) (245)
------------- ------------ ------------- ------------
Shares used for basic income per share 61,054 61,891 61,240 61,788
Dilutive effect of stock options and other stock awards 1,494 1,285 1,491 1,303
------------- ------------ ------------- ------------
Shares used for diluted income per share 62,548 63,176 62,731 63,091
============= ============ ============= ============
4. Inventories
-----------
Inventories were as follows (in thousands):
As of
As of October 31, April 30,
------------------------------------ ---------------
2004 2003 2004
--------------- --------------- ---------------
Finished goods $68,443 $76,138 $74,310
Work-in-process 5,975 5,995 7,582
Paper, cloth and other 5,954 5,671 4,397
--------------- --------------- ---------------
80,372 87,804 86,289
LIFO reserve (2,700) (3,755) (2,500)
--------------- --------------- ---------------
Total inventories $77,672 $84,049 $83,789
=============== =============== ===============
5. Acquisitions
------------
In the first quarter of fiscal year 2005, the Company acquired the Journal
of Microscopy and Analysis, a controlled circulation journal, for
approximately $5.4 million, which is recorded as acquired publication
rights.
In the first quarter of fiscal year 2004, the Company made two additional
payments aggregating $1.0 million to complete prior year acquisitions. In
the second quarter, the Company purchased higher education titles from Leyh
Publishing and extended the publishing rights for two STM journals for a
total of $0.9 million.
6. Recent Accounting Standards
---------------------------
In July 2000 the Emerging Issues Task Force (EITF) issued EITF No. 00-21,
"Accounting for Revenue Relationships with Multiple Deliverables." The EITF
was effective for fiscal years beginning after June 15, 2003. The adoption
of EITF No. 00-21 in the current fiscal year did not have a material impact
on the Company's consolidated financial statements.
7. Segment Information
-------------------
The Company is a global publisher of print and electronic products,
providing must-have content and services to customers worldwide. Core
businesses include professional and consumer books and subscription
services; scientific, technical, and medical journals, encyclopedias, books
and online products and services; and educational materials for
undergraduate and graduate students, and lifelong learners. The Company has
publishing, marketing, and distribution centers in the United States,
Canada, Europe, Asia, and Australia. The Company's reportable segments are
based on the management reporting structure used to evaluate performance.
Segment information is as follows:
Three Months Ended October 31,
--------------------------------------------------------------------------------
2004 2003
-------------------------------------- --------------------------------------
(thousands)
Inter- Inter-
External segment External segment
Customers Sales Total Customers Sales Total
------------ ------------ ------------ ------------ ------------ ------------
Revenue
-------
U.S. segments:
Professional/Trade $79,780 9,309 89,089 $77,238 9,293 86,531
Scientific, Technical, and Medical 44,839 1,857 46,696 40,937 1,757 42,694
Higher Education 31,672 9,003 40,675 29,586 8,088 37,674
European segment 63,772 3,953 67,725 56,310 3,708 60,018
Asia, Australia & Canada 26,987 (55) 26,932 24,809 268 25,077
Eliminations - (24,067) (24,067) - (23,114) (23,114)
------------ ------------ ------------ ------------ ------------ ------------
Total revenue $247,050 - 247,050 $228,880 - 228,880
------------ ------------ ------------ ------------ ------------ ------------
Direct Contribution to Profit
-----------------------------
U.S. segments:
Professional/Trade $26,155 $25,382
Scientific, Technical, and Medical 21,397 20,503
Higher Education 12,392 9,935
European segment 21,814 19,230
Asia, Australia & Canada 5,813 5,480
------------ ------------
Total direct contribution to profit 87,571 80,530
Shared services and administrative costs
----------------------------------------
Distribution (12,019) (11,591)
Information technology (12,963) (12,428)
Finance (7,901) (7,189)
Other administration (14,564) (12,455)
------------ ------------
Total shared services and administration costs (47,447) (43,663)
------------ ------------
Operating income 40,124 36,867
Interest expense and other - net (1,560) (612)
------------ ------------
Income before taxes $38,564 $36,255
============ ============
Six Months Ended October 31,
----------------------------------------------------------------------------------
2004 2003
-------------------------------------- ----------------------------------------
(thousands)
Inter- Inter-
External segment External segment
Customers Sales Total Customers Sales Total
------------ ------------ ------------ ------------ ------------ ------------
Revenue
-------
U.S. segments:
Professional/Trade $148,111 16,886 164,997 $146,688 15,987 162,675
Scientific, Technical, and Medical 89,305 3,597 92,902 81,051 3,350 84,401
Higher Education 69,140 17,010 86,150 69,719 15,723 85,442
European segment 117,903 9,345 127,248 103,174 7,427 110,601
Asia, Australia & Canada 49,530 868 50,398 47,908 565 48,473
Eliminations - (47,706) (47,706) - (43,052) (43,052)
------------ ------------ ------------ ------------ ------------ ------------
Total revenue $473,989 - 473,989 $448,540 - 448,540
------------ ------------ ------------ ------------ ------------ ------------
Direct Contribution to Profit
-----------------------------
U.S. segments:
Professional/Trade $41,706 $43,570
Scientific, Technical, and Medical 43,666 41,219
Higher Education 28,443 28,619
European segment 40,508 34,652
Asia, Australia & Canada 9,004 9,623
------------ ------------
Total direct contribution to profit 163,327 157,683
Shared services and administrative costs
----------------------------------------
Distribution (23,758) (22,852)
Information technology (25,232) (24,229)
Finance (15,240) (14,240)
Other administration (28,196) (26,317)
------------ ------------
Total shared services and administration costs (92,426) (87,638)
Unusual item - relocation expenses - -
------------ ------------
Operating income 70,901 70,045
Interest expense and other - net (2,747) (1,872)
------------ ------------
Income before taxes $68,154 $68,173
============ ============
8. Intangible Assets
-----------------
Intangible Assets consist of the following (in thousands):
As of
As of October 31, April 30,
--------------------------------- --------------
2004 2003 2004
-------------- -------------- --------------
Intangible assets not subject to amortization
Branded trade marks $57,900 57,900 $57,900
Acquired publication rights 119,579 116,450 116,584
-------------- -------------- ---------------
Total intangible assets not subject to amortization 177,479 174,350 174,484
-------------- -------------- ---------------
Net, intangible assets subject to amortization, 103,257 105,347 101,956
principally acquired publication rights
-------------- -------------- ---------------
Total $280,736 279,697 $276,440
============== ============== ===============
9. Derivative Financial Instruments
--------------------------------
Under certain circumstances, the Company may enter into derivative
financial instruments to hedge against foreign currency fluctuation on
specific transactions or interest rate volatility. The Company does not use
derivative financial instruments for trading or speculative purposes. The
Company did not hold any derivative financial instruments during the first
half of fiscal year 2005.
10. Retirement Plans
----------------
The components of net pension expense for the defined benefit plans were as
follows:
For the Three Months Ending For the Six Months Ending
October 31, October 31,
----------------------------- -----------------------------
(Dollars in thousands) 2004 2003 2004 2003
------------ ------------ ------------ ------------
Service Cost $1,843 1,970 $3,990 3,491
Interest Cost 2,720 2,271 5,373 4,445
Expected Return of Plan Assets (2,266) (1,595) (4,534) (3,114)
Net Amortization of Prior Service Cost 138 152 292 305
Net Amortization of Unrecognized Transition Asset (7) (8) (13) (16)
Recognized Net Actuarial Loss 481 476 938 903
------------ ------------ ------------ ------------
Net Pension Expense $2,909 3,266 $6,046 6,014
============ ============ ============ ============
As of October 31, 2004, no contributions have been made to the domestic
defined benefit plans for fiscal year 2005. The Company does not anticipate
making any contributions to its domestic defined benefit pension plan in
fiscal year 2005 as, currently, none is statutorily required. However, from
time to time, the Company may elect to voluntarily contribute to the plan
to improve its funded status.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS -
SECOND QUARTER ENDED OCTOBER 31, 2004
Revenue for the second quarter increased 8% to $247.1 million from $228.9
million in the prior year driven primarily by continued strength in Scientific,
Technical and Medical business, improved return rates in Higher Education and
Professional/Trade in the U.S. and foreign exchange translation benefits.
Excluding foreign currency gains, revenue for the quarter increased 6%. Earnings
per diluted share increased to $0.42 from $0.41 in the prior year's second
quarter as higher operating earnings were partially offset by higher income
taxes.
Gross profit as a percentage of revenue was 65.5% during the quarter as compared
to 65.8% in the prior year's quarter. The majority of the decline was a result
of additional expenses associated with new society STM journals and was
partially offset by a favorable shift in overall product mix.
Operating and administrative expenses for the second quarter increased 7%, or 5%
excluding foreign currency effects, primarily due to shared services and
administrative costs. The change in interest and other (net) was due to a gain
on the sale of a former office facility in Germany in the prior year. Second
quarter operating income of $40.1 million increased 9% from $36.9 million in the
same period of the prior year, or 7% excluding foreign currency effects.
The Company's effective tax rate for the second quarter of fiscal year 2005 and
2004 was 31.4% and 29.3%, respectively. The higher tax rate reflects a reduction
of certain foreign and U.S. tax deductions.
SEGMENT RESULTS
Professional/Trade (P/T)
- ------------------------
Wiley's U.S. P/T revenue for the second quarter advanced 3% from the prior year
due to improved sales return experience. In addition, improvements in business,
architecture, professional culinary, psychology and education programs were
partly offset by lower revenue from consumer titles. Journals and revenue
generated through brand licensing and website advertising also improved in the
quarter. The second quarter direct contribution margin of 29.4% was essentially
on par with the prior year's quarter as product mix was offset by higher
inventory provisions.
Several P/T titles received considerable attention from the media and customers,
including Tisch/The Power of We: Succeeding Through Partnerships; Winget/Shut
Up, Stop Whining and Get a Life; Obeidi and Pitzer/The Bomb in My Garden; and
Wirthlin/The Greatest Communicator. Five Wiley titles were featured on major
bestseller lists, The Power of We; Shut Up, Stop Whining, and Get a Life; Five
Dysfunctions of a Team; Mentored by a Millionaire; and Investing For Dummies.
Second quarter highlights also included the publication of MaGee/Ford Tough:
Bill Ford and the Battle to Rebuild America's Automaker; Hagstrom/The Warren
Buffett Way; Taguchi, Chowdhury and Wu/Taguchi's Quality Engineering; Palmer/The
Hidden Wholeness; and The American Medical Association Family Medical Guide. The
second editions of three best-selling Windows XP For Dummies titles were
published during the quarter, tied to Microsoft's launch of the Windows XP
Service Pack 2.
During the quarter, Wiley signed a licensing deal with Acadient for the creation
of a CPA exam review online course that is expected to go live in January 2005.
The Company also reached an agreement to be Agora Publishing's financial book
publisher. Agora is a premier financial newsletter publisher, whose publications
reach more than one million readers around the world.
Wiley entered into a brand licensing agreement with American Media Inc. (AMI) to
publish For Dummies-branded micro magazines that will be sold at cash register
display racks at key mass merchandisers, drug and grocery chain outlets in North
America. The first four titles of the series, which were published during the
quarter, are: Organizing For Dummies, Home Decorating For Dummies, Kitchen
Remodeling For Dummies and Bathroom Remodeling For Dummies.
Scientific, Technical And Medical (STM)
- ---------------------------------------
Wiley's U.S. STM business continued to exhibit strength with revenue up over
prior year by 9% for the quarter. Journal performance was strong, with new
society publications contributing significantly to the growth. Direct
contribution margin for the second quarter of fiscal year 2005 declined 2.2%
points to 45.8% principally due to additional expenses associated with new
society publications and product mix.
Globally, STM revenue increased approximately 11% for the second quarter
reflecting robust journal and book sales.
In addition to strong renewals, new Wiley InterScience licenses were signed by
the Chinese Academy of Sciences, University of Western Australia, Fraunhofer
Gesellschaft, Saxony Consortium and The Scripps Research Institute. Customers
continue to take advantage of Wiley InterScience's wide range of access options,
as reflected in the continuing growth in usage. Full-text accesses of Wiley
InterScience journal content was up 25% year-on-year for the six months, driven
by our ongoing program to enhance the discoverability of our content, including
our participation in CrossRef Search, in collaboration with Google.
During the quarter, STM launched in Wiley InterScience the NeuroScience Backfile
Collection and SpecInfo, a spectral database previously available only on
CD-ROM. Several major reference works were also made available to customers
through Wiley's online service.
Wiley and the Movement Disorders Society signed a long-term contract extension
for the publication of its journal, Movement Disorders. During the quarter, the
Company also reached an agreement with the Society for Hospital Medicine to
publish its newsletter as a controlled-circulation, advertising-supported
publication and to launch its new flagship journal, which is targeted to the
large and growing market of hospital-based medical practitioners.
Higher Education
- ----------------
Revenue of Wiley's U.S. Higher Education business increased 8% during the second
quarter. The revenue increase reflects the combined effect of improved sales
return experience and growth in the Social Science and Science programs. Market
conditions continue to be difficult due to student concerns regarding the
price/value of textbooks and related materials. The direct contribution to
profit improved approximately $2.5 million mainly due to improved sales returns
and operating cost savings.
Wiley's innovative online product, eGrade Plus, was launched successfully this
summer. Currently available with 32 major frontlist textbooks through several
pricing options, eGrade Plus provides the student with a print and/or online
textbook, as well as online study guides and self-testing products, which
provide immediate feedback to help the student succeed in the course. Professors
who adopt eGrade-Plus can customize the course content to fit their specific
curriculum.
With 50,000 units sold and as many as 15,000 students accessing eGrade Plus at
any given time, Wiley has delivered uninterrupted service this fall. In
addition, more than half of the instructors using eGrade Plus attended
peer-to-peer training sessions led by Wiley's Faculty Resource Network. Students
and faculty have access to Wiley's extensive technical support resources for the
product. Feedback has been positive in the States and abroad.
Europe
- ------
Second quarter revenue for Wiley's European operations was up 13% over prior
year to $67.7 million, or 6% excluding foreign currency effects. Direct
contribution margin for the second quarter was 32.6% as compared to 32.0% in the
second quarter of the prior year, excluding foreign exchange effects.
Continuing the positive trends of the first quarter, journal and book revenues
were up. Indigenous products from both the U.K. and Germany were robust, as were
imported U.S. P/T titles. Sales of The Cochrane Collection, which is now
available through Wiley InterScience, were strong throughout Europe.
Several agreements were created or extended during the quarter. The Cochrane
Collaboration selected Wiley as the publisher of a series of books in
evidence-based medicine. The Society of Chemical Industry extended its agreement
with Wiley to publish its four primary journals.
Wiley-VCH formed an alliance with the Shanghai Institute of Organic Chemistry, a
part of the Chinese Academy of Sciences, to publish the Chinese Journal of
Chemistry, the Institute's flagship journal. The journal, which was founded in
1983, is published in English 12 times a year and covers all fields of
chemistry, including physical, organic, inorganic and analytical, primarily
through original research papers.
Wiley Europe's general interest and consumer publishing program continued to
generate interest, publicity and sales. Five months after publication,
Barrow/Starting a Business For Dummies, became the best-selling small business
title in the U.K. A psychology title, Iwaniec/Failure to Thrive, was awarded a
commendation at the British Medical Association book awards.
A noteworthy development during the quarter was the U.K. government's response
to the House of Commons Science and Technology Committee report, which was
clearly influenced by publishers' concerns regarding open access to journals and
author-pay business models. The government dismissed most of the Committee's
recommendations, reinforcing the view of publishers' that science is best served
by a competitive market-driven approach.
Asia, Australia & Canada
- ------------------------
Wiley's revenue in Asia, Australia and Canada was up 7% during the second
quarter, or 3% excluding foreign currency effects. Asia contributed to the
majority of the improvement reflecting growth in all of Wiley businesses with
strong results in India, the Philippines, Thailand, Indonesia and Japan.
Second quarter results were slightly lower than expected in Australia, primarily
because of delayed ordering for the school market. Wiley Canada's performance
during the second quarter was mixed with Higher Education falling short of prior
year, while P/T delivered solid results.
eGrade Plus was rolled out internationally, driving sales in Australia and
Canada by helping to win new adoptions, as well as maintaining existing
business. eGrade Plus is now being used at Tongji University in China.
The Australian Campus Booksellers Association and the Australian Publishers
Association have named Wiley Australia as "Tertiary Publisher of the Year" and
"Secondary Publisher of the Year," respectively. Wiley has won these awards
consistently over the last five years.
Shared Services and Administrative Costs
- ----------------------------------------
Shared services and administrative costs increased 9% to $47.4 million or 7%
excluding the impact of foreign exchange mainly due to higher employment related
costs, as planned, and costs associated with Sarbanes Oxley legislation
compliance.
SIX MONTHS ENDED OCTOBER 31, 2004
Revenue for the first half of fiscal year 2005 increased 6%, or 4% excluding
foreign currency translation gains. The improvement was driven by worldwide
growth in STM journals and books and P/T results in both the U.K. and U.S. Net
income for the six-month period of fiscal year 2005 and 2004 were $46.3 million
and $47.4 million, respectively. Earnings per diluted share declined slightly
from $0.75 to $0.74 mainly due to a higher effective tax rate.
Gross profit as a percentage of revenue for the six-month period was 66.1% as
compared to 66.5% in the prior year's period reflecting the higher cost of new
society STM journals and overall product mix.
Operating and administrative expenses increased 6% over last year's period, or
5% excluding foreign currency effects. The increase was primarily due to
employment related costs, as planned, higher depreciation on technology
investment associated with the transition of certain aspects of the business
from print to electronic delivery and costs associated with Sarbanes Oxley
legislation compliance. Operating income for the six-month period of $70.9
million was up slightly from prior year. The change in interest and other (net)
was due to a gain on the sale of a former office facility in Germany in the
prior year.
The Company's effective income tax rate increased by 1.6% points to 32.0% mainly
due to a reduction of certain U.S. and foreign tax deductions.
SEGMENT RESULTS
Professional/Trade (P/T)
- ------------------------
U.S. P/T revenue for the first half of fiscal year 2005 was $165.0 million
compared to $162.7 million in the prior year. Growth in architecture and
education programs, journal revenue, brand licensing and website advertising
were partially offset by lower sales of technology and consumer titles. The
contribution margin in the first half of fiscal year 2005 was 25.3% compared to
26.8% in the prior year mainly due to higher inventory provisions and higher
editorial and production costs, as planned.
Scientific, Technical And Medical (STM)
- ---------------------------------------
U.S. STM revenue for the first half of fiscal year 2005 increased 10% to $92.9
million. Journal performance was strong, up approximately 13% over prior year
with new society journals contributing significantly to the growth. STM books
also contributed to the growth with year-to-date revenues up approximately 6%
over prior year. The contribution margin was 47.0% for the first half of fiscal
year 2005 compared to 48.8% in the prior year reflecting additional expenses
associated with new society journals. Globally, STM revenue for the first half
of fiscal year 2005 increased approximately 11% over the prior year period.
Higher Education
- ----------------
U.S. Higher Education revenue for the first half of fiscal year 2005 was $86.2
million compared to $85.4 million in the prior year. Improved sales return
experience and growth in Social Sciences and Science programs were partially
offset by shortfalls in Engineering, Math, Computer Science, Business and
Accounting. While revenue improved slightly for the year, market conditions
continue to be difficult due to student concerns regarding the price/value of
college textbooks and related materials. The contribution margin decreased 0.5%
points to 33.0% reflecting higher composition costs partially offset by product
mix and cost contingency savings.
Europe
- ------
European revenue of $127.2 million in the first six-months of fiscal year 2005
increased 15% over the prior year, or 9% excluding foreign exchange effects. STM
journal and book sales in Europe accounted for the majority of the improvement,
continuing the positive trend of the first quarter. New society journals
continue to contribute to journal performance. Sales of indigenous and imported
P/T titles in the UK also contributed to the favorable results. For the first
six-months of fiscal year 2005, the contribution margin excluding foreign
exchange improved 0.8% points to 32.2% reflecting higher journal revenues and
cost savings.
Asia, Australia & Canada
- ------------------------
Asia, Australia and Canada revenue increased 4% to $50.4 million for the
six-months of fiscal year 2005, but was flat excluding foreign currency effects.
Direct contribution to profit, excluding foreign exchange effects, declined 3.1%
points to 16.8% principally due to product mix in Asia and Australia.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operating activities for the first half of fiscal year 2005
improved $20.3 million versus the same period last year due to improved U.S.
receivable collections and effective inventory management, partly offset by the
higher author royalty payments and the timing of vendor payments. In addition,
higher annual incentive compensation payments related to fiscal year 2004
performance were offset by lower pension contributions.
Investing activities used $46.9 million for the first half of fiscal year 2005
as compared to $41.3 million in the prior year period. Investing activities in
the current six-month period include $28.3 million for product development and
$11.0 million for property, equipment and technology expenditures, the majority
of which was for investments in technology. Estimated spending on product
development and property, equipment and technology for the full fiscal year 2005
is projected to be approximately $65 million and $30 million, respectively.
During the first half of fiscal year 2005, the Company acquired publishing
rights to a controlled circulation journal, The Journal of Microscopy and
Analysis.
Current year financing activities include the continuation of the Company's
stock repurchase program. During the second quarter and six-month periods ending
October 31, 2004, the Company purchased 646,800 and 959,200 common shares of its
capital stock at an average price of $32.27 and $31.96 per share, respectively.
Under the current stock repurchase program, the Company has remaining
authorization to purchase up to 2.8 million shares of its Class A common stock.
The Company paid dividends to shareholders consistent with the prior year of
$0.15 per share. The Company was able to execute the stock repurchases, dividend
payments and the capital investments without any additional drawings on the
revolving credit facility. During the same period last year the Company had net
borrowings $25 million.
The Company believes its cash balances together with existing credit facilities
are sufficient to meet its obligations. At October 31, 2004 the Company had $200
million of variable rate loans outstanding, which approximated fair value and
$132 million available under its revolving credit facilities and other
short-term lines of credit. The final payment on the variable rate term loan is
due September 2006. The Company intends to utilize cash in excess of operating
requirements, in conjunction with a possible refinancing of all or a portion of
the existing term loan and revolving credit facility, to repay outstanding
principal upon their maturity.
"Safe Harbor" Statement under the
Private Securities Litigation Reform Act of 1995
- ------------------------------------------------
This report contains certain forward-looking statements concerning the Company's
operations, performance, and financial condition. Reliance should not be placed
on forward-looking statements, as actual results may differ materially from
those in any forward-looking statements. Any such forward-looking statements are
based upon a number of assumptions and estimates that are inherently subject to
uncertainties and contingencies, many of which are beyond the control of the
Company, and are subject to change based on many important factors. Such factors
include, but are not limited to (i) the level of investment in new technologies
and products; (ii) subscriber renewal rates for the Company's journals; (iii)
the financial stability and liquidity of journal subscription agents; (iv) the
consolidation of book wholesalers and retail accounts; (v) the market position
and financial stability of key online retailers; (vi) the seasonal nature of the
Company's educational business and the impact of the used book market; (vii)
worldwide economic and political conditions; and (viii) other factors detailed
from time to time in the Company's filings with the Securities and Exchange
Commission. The Company undertakes no obligation to update or revise any such
forward-looking statements to reflect subsequent events or circumstances.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
The Company is exposed to market risk primarily related to interest rates,
foreign exchange and customer credit risk. It is the Company's policy to monitor
these exposures and to use derivative financial instruments and/or insurance
contracts from time to time to reduce fluctuations in earnings and cash flows
when it is deemed appropriate to do so. The Company does not use derivative
financial investments for trading or speculative purposes. The Company did not
hold any derivative financial instruments during the first half of fiscal year
2005.
Interest Rates
The Company did not use any derivative financial investments to manage this
exposure. The weighted average interest rate as of October 31, 2004 was
approximately 2.56%. A hypothetical 1% change in interest rates for the variable
rate debt would affect annual net income and cash flow by approximately $1.2
million.
Foreign Exchange Rates
Under certain circumstances, the Company enters into derivative financial
instruments in the form of forward contracts as a hedge against foreign currency
fluctuation of specific transactions, including inter-company purchases.
Customer Credit Risk
The Company's business is not dependent upon a single customer; however, the
industry has experienced a significant concentration in national, regional, and
online bookstore chains in recent years. Although no one book customer accounted
for more than 6% of total fiscal year 2004 consolidated revenue, the top ten
book customers accounted for approximately 25% of total fiscal year 2004
consolidated revenue and approximately 50% of total gross trade accounts
receivable at April 30, 2004.
In the journal publishing business, subscriptions are primarily sourced through
independent subscription agents who, acting as agents for library customers,
facilitate ordering by consolidating the subscription orders/billings of each
subscriber with various publishers. Cash is generally collected in advance from
subscribers by the subscription agents and are remitted to the journal
publisher, including the Company, generally prior to the commencement of the
subscriptions. Although at fiscal year-end the Company had minimal credit risk
exposure to these agents, future calendar-year subscription receipts from these
agents are highly dependent on their financial condition and liquidity.
Subscription agents accounted for approximately 22% of total fiscal year 2004
consolidated revenue and no one agent accounted for more than 7% of total fiscal
year 2004 consolidated revenue.
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures designed to ensure that
information required to be disclosed in reports filed or submitted under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified by the Securities and Exchange
Commission's rules and regulations. The Company's Chief Executive Officer and
Chief Financial Officer, together with the Chief Accounting Officer and other
members of the Company's management, have conducted an evaluation of these
disclosure controls and procedures as of a date within 90 days prior to the date
of filing this report. Based on this evaluation, the Chief Executive Officer and
Chief Financial Officer have concluded that the Company's disclosure controls
and procedures are effective. There were no significant changes in the Company's
internal controls or in other factors that could significantly affect such
internal controls subsequent to this evaluation. Accordingly, no corrective
actions were required or undertaken with respect to the internal controls.
PART II - OTHER INFORMATION
ITEM 5. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The following matters were voted upon at the annual meeting of shareholders of
the Company on September 15, 2004. All significant contracts were filed with the
Securities and Exchange Commission as exhibits to the Company's Shareholder
Proxy Statement on August 5, 2004.
Election of Directors
- ---------------------
Ten directors as indicated in the proxy Statement were elected to the Board,
three of whom were elected by the holders of Class A Common Stock, and seven by
the holders of Class B Common Stock.
Proposal to Ratify the Appointment of KPMG LLP as
Independent Public Accountants for the Year Ending April 30, 2005.
- ------------------------------------------------------------------
The proposal was ratified as follows:
Votes For 13,733,842
Votes Against 40,044
Abstentions 7,477
Proposal to Approve the 2004 Key Employee Stock Plan.
- -----------------------------------------------------
The proposal was adopted as follows:
Votes For 11,406,008
Votes Against 774,068
Abstentions 9,960
Non-Votes 1,591,327
Proposal to Approve the 2004 Executive Annual Incentive Plan.
- -------------------------------------------------------------
The proposal was adopted as follows:
Votes For 12,499,172
Votes Against 107,893
Abstentions 14,322
Non-Votes 1,159,975
Proposal to Approve the Directors Stock Plan.
- ---------------------------------------------
The proposal was adopted as follows:
Votes For 12,030,955
Votes Against 148,553
Abstentions 10,527
Non-Votes 1,591,328
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99.1 - 18 U.S.C. Section 1350 Certificate by the President and Chief
Executive Officer
99.2 - 18 U.S.C. Section 1350 Certificate by the Chief Financial and
Operations Officer
(b) The following reports on Form 8-K were furnished to the Securities and
Exchange Commission since the filing of the Company's 10-K on June 17,
2004.
i. Earnings release on the first quarter fiscal 2005 results issued
on form 8-K dated September 1, 2004, which include the condensed
financial statements of the Company.
ii. Earnings release on the second quarter fiscal 2005 results issued
on form 8-K dated December 1, 2004, which include the condensed
financial statements of the Company.
The following reports on Form 8-K were filed with the Securities and
Exchange Commission since the filing of the Company's 10-K on June 17,
2004.
None
SIGNATURES
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
JOHN WILEY & SONS, INC.
Registrant
By /s/ William J. Pesce
-----------------------
William J. Pesce
President and
Chief Executive Officer
By /s/ Ellis E. Cousens
-----------------------
Ellis E. Cousens
Executive Vice President and
Chief Financial & Operations Officer
By /s/ Edward J. Melando
-----------------------
Edward J. Melando
Vice President, Controller and
Chief Accounting Officer
Dated: December 09, 2004
CERTIFICATIONS
I, William J. Pesce, certify that:
- - I have reviewed this quarterly report on Form 10-Q of John Wiley & Sons,
Inc.;
- - Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report; and
- - Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
- - The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we
have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
quarterly report based on such evaluation; and
c) Disclosed in this quarterly report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting and
- - The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls over financial reporting.
By /s/ William J. Pesce
-----------------------
William J. Pesce
President and
Chief Executive Officer
Dated: December 09, 2004
I, Ellis E. Cousens, certify that
- - I have reviewed this quarterly report on Form 10-Q of John Wiley & Sons,
Inc.;
- - Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report; and
- - Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
- - The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we
have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
quarterly report based on such evaluation; and
c) Disclosed in this quarterly report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting and
- - The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls over financial reporting.
By /s/ Ellis E. Cousens
-----------------------
Ellis E. Cousens
Executive Vice President and
Chief Financial & Operations Officer
Dated: December 09, 2004
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of John Wiley & Sons, Inc. (the
"Company") on Form 10-Q for the period ending October 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, William
J. Pesce, President and Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that based on my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934 (as amended), as
applicable; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
/s/William J. Pesce
- -----------------------
William J. Pesce
President and
Chief Executive Officer
Dated: December 09, 2004
Exhibit 99.2
CERTIFICATION PURSUANT TO
18 .S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of John Wiley & Sons, Inc. (the
"Company") on Form 10-Q for the period ending October 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Ellis
E. Cousens, Executive Vice President and Chief Financial & Operations Officer of
the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934 (as amended), as
applicable; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
/s/Ellis E. Cousens
- ---------------------
Ellis E. Cousens
Executive Vice President and
Chief Financial & Operations Officer
Dated: December 09, 2004