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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number: 1-10434
THE READER'S DIGEST ASSOCIATION, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-1726769
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Pleasantville, New York 10570-7000
(Address of principal executive offices) (Zip Code)
(914) 238-1000
(Registrant's telephone number, including area code)
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 [ ]
As of April 30, 2003, 98,084,482 shares of the
registrant's common stock were outstanding.
Page 1 of 30 pages.
THE READER'S DIGEST ASSOCIATION, INC. AND SUBSIDIARIES
Index to Form 10-Q
(unaudited)
March 31, 2003
Page No.
Part I - Financial Information:
Item 1. Financial Statements
The Reader's Digest Association, Inc. and Subsidiaries
Consolidated Condensed Financial Statements (unaudited):
Consolidated Condensed Statements of Income
for the three-month and nine-month periods ended March 31,
2003 and 2002 3
Consolidated Condensed Balance Sheets
as of March 31, 2003 and June 30, 2002 4
Consolidated Condensed Statements of Cash Flows
for the nine-month periods ended March 31, 2003 and 2002 5
Notes to Consolidated Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 16
Item 4. Controls and Procedures 26
Part II - Other Information 27
Item 6. Exhibits and Reports on Form 8-K 27
The Reader's Digest Association, Inc. and Subsidiaries
Consolidated Condensed Statements of Income
Three-month and nine-month periods ended March 31, 2003 and 2002
(In millions, except per share data)
(unaudited)
Three-month period ended Nine-month period ended
March 31, March 31,
2003 2002 2003 2002
Revenues $ 563.5 $ 541.8 $ 1,911.2 $ 1,823.3
Product, distribution and editorial expenses (236.4) (226.3) (765.5) (725.6)
Promotion, marketing and administrative
Expenses (314.5) (293.8) (987.3) (946.6)
Other operating items, net (16.1) -- (13.3) --
--------- --------- ----------- -----------
Operating (loss) profit (3.5) 21.7 145.1 151.1
Other (expense) income, net (5.1) 2.2 (28.3) (5.7)
--------- --------- ----------- -----------
(Loss) income before provision for
income taxes (8.6) 23.9 116.8 145.4
Benefit (provision) for income taxes 4.0 (7.5) (42.4) (51.2)
--------- --------- ----------- -----------
Net (loss) income $ (4.6) $ 16.4 $ 74.4 $ 94.2
========= ========= =========== ===========
Basic (loss) earnings per share:
Weighted average common shares
outstanding 96.8 99.6 98.4 100.5
========= ========= =========== ===========
Basic (loss) earnings per share $ (0.05) $ 0.16 $ 0.75 $ 0.93
========= ========= =========== ===========
Diluted (loss) earnings per share:
Adjusted weighted average common
shares outstanding 96.8 99.7 99.6 100.8
========= ========= =========== ===========
Diluted (loss) earnings per share $ (0.05) $ 0.16 $ 0.74 $ 0.92
========= ========= =========== ===========
Dividends per common share $ 0.05 $ 0.05 $ 0.15 $ 0.15
========= ========= =========== ===========
See accompanying Notes to Consolidated Condensed Financial Statements.
The Reader's Digest Association, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
As of March 31, 2003 and June 30, 2002
(In millions)
(unaudited)
March 31, June 30,
2003 2002
Assets
Cash and cash equivalents $ 81.0 $ 107.6
Accounts receivable, net 300.2 306.0
Inventories 182.8 156.0
Prepaid and deferred promotion costs 135.5 140.9
Prepaid expenses and other current assets 203.0 153.2
-------- --------
Total current assets 902.5 863.7
Property, plant and equipment, net 160.2 168.1
Goodwill 1,005.0 1,004.0
Other intangible assets, net 218.5 240.6
Other noncurrent assets 406.8 426.3
-------- --------
Total assets $2,693.0 $2,702.7
======== ========
Liabilities and stockholders' equity
Loans and notes payable $ 32.7 $ 132.7
Accounts payable 111.3 102.8
Accrued expenses 262.0 283.2
Income taxes payable 33.0 28.4
Unearned revenue 458.8 426.9
Other current liabilities 34.8 6.8
-------- --------
Total current liabilities 932.6 980.8
Long-term debt 884.0 818.0
Unearned revenue 136.9 134.8
Other noncurrent liabilities 299.9 297.2
-------- --------
Total liabilities 2,253.4 2,230.8
Capital stock 15.7 25.5
Paid-in capital 216.2 224.6
Retained earnings 1,320.0 1,261.2
Accumulated other comprehensive loss (85.6) (89.7)
Treasury stock, at cost (1,026.7) (949.7)
-------- --------
Total stockholders' equity 439.6 471.9
-------- --------
Total liabilities and stockholders' equity $2,693.0 $2,702.7
======== ========
See accompanying Notes to Consolidated Condensed Financial Statements.
The Reader's Digest Association, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
Nine-month periods ended March 31, 2003 and 2002
(In millions)
(unaudited)
Nine-month period ended
March 31,
2003 2002
Cash flows from operating activities
Net income $ 74.4 $ 94.2
Depreciation and amortization 48.0 24.3
Net gain on the sales of businesses, certain assets, investments
and contract terminations (7.1) (5.6)
Changes in current assets and liabilities, net of effects of
acquisitions and dispositions:
Accounts receivable, net 14.0 (32.5)
Inventories, net (24.2) 11.8
Unearned revenues 28.2 14.6
Accounts payable and accrued expenses (18.9) 2.0
Other, net (8.0) 12.9
Changes in noncurrent assets and liabilities, net of effects of
acquisitions and dispositions 20.6 (31.6)
-------- -------
Net change in cash due to operating activities 127.0 90.1
-------- -------
Cash flows from investing activities
Proceeds from maturities and sales of short-term investments and
marketable securities 5.2 6.4
Purchases of investments and marketable securities (7.6) (1.0)
Proceeds from other long-term investments, net and sale of a
business -- 2.2
Proceeds from sales of property, plant and equipment 3.7 1.9
Capital expenditures (9.7) (18.3)
-------- -------
Net change in cash due to investing activities (8.4) (8.8)
-------- -------
Cash flows from financing activities
Repayments of term loan (34.5) --
Repayments of revolving credit and other facilities, net -- (5.5)
Dividends paid (15.8) (16.1)
Common stock repurchased (101.7) (64.1)
Proceeds from employee stock purchase plan and exercise
of stock options 1.8 5.8
Other, net 5.3 2.2
-------- -------
Net change in cash due to financing activities (144.9) (77.7)
-------- -------
Effect of exchange rate changes on cash (0.3) 1.9
-------- -------
Net change in cash and cash equivalents period (26.6) 5.5
Cash and cash equivalents at beginning of 107.6 35.4
-------- -------
Cash and cash equivalents at end of period $ 81.0 $ 40.9
======== =======
See accompanying Notes to Consolidated Condensed Financial Statements.
The Reader's Digest Association, Inc. and Subsidiaries
Notes to Consolidated Condensed Financial Statements
(Dollars in millions, except per share data)
(unaudited)
Unless indicated otherwise, references in Notes to Consolidated
Condensed Financial Statements to "we", "us" and "our" are to The
Reader's Digest Association, Inc. and Subsidiaries. All
references to 2003, 2002 and 2001, unless otherwise indicated,
are to fiscal 2003, fiscal 2002 and fiscal 2001, respectively.
Our fiscal year is the period from July 1 through June 30.
(1) Basis of Presentation and Use of Estimates
The accompanying consolidated condensed financial statements
include the accounts of The Reader's Digest Association, Inc. and
its majority-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation.
These statements and accompanying notes have not been audited
but, in the opinion of management, have been prepared in
conformity with accounting principles generally accepted in the
United States applying certain assumptions and estimates,
including all adjustments considered necessary to present such
information fairly. All such adjustments are of a normal
recurring nature. Although these estimates are based on
management's knowledge of current events and actions that we may
undertake in the future, actual results may ultimately differ
from those estimates.
We report on a fiscal year beginning July 1. The three-month
periods ended March 31, 2003 and 2002 are the third fiscal
quarters of 2003 and 2002, respectively. Operating results for
any interim period are not necessarily indicative of the results
for an entire year due to the seasonality of our business.
Certain reclassifications have been made to the prior year
financial statements to conform with the current year
presentation.
New Accounting Standards
The Financial Accounting Standards Board (FASB) has issued
the following applicable pronouncements that are applicable
or could potentially be applicable to our business: Statement
of Financial Accounting Standards (SFAS) No. 143, Accounting
for Asset Retirement Obligations; SFAS No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets; SFAS No.
145, Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical
Corrections; SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities; FASB Interpretation (FIN)
No. 45, Guarantor's Accounting and Disclosure Requirements
for Guarantees, Including Indirect Guarantees of Indebtedness
of Others - an Interpretation of FASB Statements No. 5, 57,
and 107 and Rescission of FASB Interpretation No. 34; SFAS
No. 148, Accounting for Stock-Based Compensation - Transition
and Disclosure - an amendment of FASB Statement No. 123; and
FIN No. 46, Consolidation of Variable Interest Entities, an
Interpretation of Accounting Research Bulletin No. 51.
SFAS No. 143 requires the recording of an asset and a
liability equal to the present value of the estimated costs
associated with the retirement of long-lived assets where a
legal or contractual obligation exists. The asset is required
to be depreciated over the life of the related equipment or
facility, and the liability is required to be accreted each
year based on a present value interest rate. This statement
was effective for us on July 1, 2002. Adoption of SFAS No.
143 did not have a material impact on our operating results.
SFAS No. 144 supersedes both SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of, and the accounting and reporting provisions
for the disposal of a segment of a business of Accounting
Principles Board (APB) Opinion No. 30, Reporting the Results
of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions. SFAS No. 144
retains the fundamental provisions in SFAS No. 121 for
recognizing and measuring impairment losses on long-lived
assets held for use and long-lived assets to be disposed of
by sale; it also resolves significant implementation issues
associated with SFAS No. 121. Under this statement,
long-lived assets are reviewed for impairment when a change
in circumstances indicates that an impairment may exist.
SFAS No. 144 also retains the basic provisions of APB Opinion
No. 30 on how to present discontinued operations on the
income statement but broadens that presentation to include a
component of an entity (rather than a segment of a
business). Unlike SFAS No. 121, an impairment assessment
under SFAS No. 144 will never result in a write-down of
goodwill. Rather, goodwill is evaluated for impairment under
SFAS No. 142, Goodwill and Other Intangible Assets. This
statement was effective for us on July 1, 2002. Adoption of
SFAS No. 144 did not have a material impact on our operating
results.
SFAS No. 145 changes the income statement classification of
debt extinguishments, amends the existing literature
regarding the accounting for modifications of leases that
result in the same economic transaction as a sale-leaseback
and makes technical corrections to other existing
pronouncements. This statement was effective for us on July
1, 2002. Adoption of SFAS No. 145 did not have a material
impact on our operating results.
SFAS No. 146 supersedes Emerging Issues Task Force Issue No.
94-3, Liability Recognition for Certain Employee Termination
Benefits and Other Costs To Exit an Activity (Including Certain
Costs Associated with a Restructuring), and requires that a
liability for a cost associated with an exit or disposal activity
be recognized when the liability is incurred, as opposed to when
management is committed to an exit plan. Such liabilities should
be recorded based on their fair value, as defined. This
statement is effective for exit or disposal activities initiated
after December 31, 2002. The impact of SFAS No. 146 on our
future financial position and results of operations will depend
upon the timing of, and events underlying, any future
restructuring actions.
In November 2002, the FASB issued FIN No. 45. FIN No. 45
establishes the accounting and disclosure requirements for a
guarantor related to its obligations under certain guarantees
that it has issued. The interpretation requires the recognition
of a liability, based upon fair value, for any non-contingent
obligation. In addition, the interpretation enhances the
disclosures that were required under SFAS No. 5, Accounting for
Contingencies, and FIN No. 34, Disclosure of Indirect Guarantees
of Indebtedness of Others (An Interpretation of FASB Statement
No. 5), related to guarantees. The recognition and measurement
provisions of this interpretation were effective for all
guarantees issued or modified after December 31, 2002. Adoption
of FIN No. 45 did not have a material impact on our operating
results.
In December 2002, the FASB issued SFAS No. 148. This statement
amends the transition and disclosure provisions of SFAS No. 123,
Accounting for Stock-Based Compensation. Specifically, SFAS No.
148 provides more transition alternatives for companies that wish
to adopt the fair-value based provisions of SFAS No. 123 and
increases the disclosure required of companies that continue to
account for their stock-based compensation under the
intrinsic-value method prescribed under APB No. 25, Accounting
for Stock Issued to Employees. The annual disclosure and
transition provisions of SFAS No. 148 are effective for fiscal
years ending after December 15, 2002 (for us, effective for 2003
and thereafter). The interim disclosure provisions were
effective for the third quarter of 2003. We have included the
appropriate disclosures required by this statement in Note 3,
Stock-Based Compensation.
In January 2003, the FASB issued FIN No. 46. This
interpretation introduces a new consolidation model with
respect to variable interest entities. The new model
requires that the determination of control should be based on
the potential variability in gains and losses of the variable
interest entity being evaluated. The entity with the
majority of the variability in gains and losses is deemed to
control the variable interest entity, and is required to
consolidate it. This interpretation is effective on July 1,
2003 (for us, effective fiscal 2004 and thereafter). We are
currently evaluating the impact of adopting this
interpretation.
(2) Basic and Diluted (Loss) Earnings Per Share
Basic (loss) earnings per share is computed by dividing net
income less preferred stock dividend requirements by the weighted
average number of common shares outstanding during the period.
The preferred stock dividend requirements were $0.3 for each of
the three-month periods ended March 31, 2003 and 2002 and $1.0
for each of the nine-month periods ended March 31, 2003 and 2002.
Diluted (loss) earnings per share is computed in the same manner
except that the weighted average number of common shares
outstanding assumes the exercise and conversion of certain stock
options and vesting of certain restricted stock. For the
three-month period ended March 31, 2003, including these shares
in our calculation of (loss) earnings per share results in a
smaller loss per share; therefore these shares are considered
anti-dilutive and excluded from the computation of diluted
earnings per share. Accordingly, our (loss) earnings per share
for the three-month period ended March 31, 2003 is calculated
using the basic number of shares; for the comparable period ended
March 31, 2002, the assumed exercise, conversion and vesting were
0.1 million shares. For the nine-month period ended March 31,
2003, the assumed exercise, conversion and vesting were 1.2
million shares; for the comparable period ended March 31, 2002,
there were 0.3 million shares.
For the three- and nine-month periods ended March 31, 2003, 13.8
million shares and 12.6 million shares, respectively, were not
included in the calculation of (loss) earnings per share. The
effect would have been anti-dilutive and/or the exercise prices
of these options were greater than the average market price of
the stock during the period. For the three- and nine-month
periods ended March 31, 2002, 7.4 million shares and 10.4 million
shares, respectively, were not included in the calculation of
(loss) earnings per share because the exercise prices of these
options were greater than the average market price of the stock
during the period.
The share repurchase and recapitalization of Class A Nonvoting
Common Stock and Class B Voting Common Stock into common stock
pursuant to the Recapitalization Agreement (see Note 12,
Recapitalization Agreement, for additional information) were
accounted for prospectively in determining the weighted average
shares outstanding.
(3) Stock-Based Compensation
We have applied the disclosure provisions of SFAS No. 123 and
adopted SFAS No. 148 and, as permitted under these statements, we
continue to measure stock compensation expense using the
intrinsic value method prescribed under APB No. 25. Intrinsic
value represents the excess of the quoted market price of our
stock at the grant date over the amount the employee must pay for
the stock. Since we grant stock options at fair market value at
the date of grant, no compensation expense is recognized.
Compensation expense is recognized with respect to restricted
stock and similar instruments.
The table below shows our net (loss) income and basic and diluted
(loss) earnings per share as reported on our income statements
for the respective periods and adjusts these amounts to include
the pro forma impact of using the fair value based method to
calculate stock compensation expense as prescribed under SFAS No.
123. The fair value of our options on the date of grant was
calculated using the Black-Scholes option-pricing model. The pro
forma stock compensation would result in an additional $(3.1) and
$(10.0) of expense, net of tax, for the three- and nine-month
periods ended March 31, 2003, respectively. For the three- and
nine-month periods ended March 31, 2002, such amounts would be
$(3.4) and $(10.9), net of tax, respectively.
Three-month period ended Nine-month period ended
March 31, March 31,
2003 2002 2003 2002
Net (loss) income, as
reported $ (4.6) $ 16.4 $ 74.4 $ 94.2
======= ======== ======== ========
Less: stock-based
compensation expense
determined using the fair
value based method, net of
tax (3.1) (3.4) (10.0) (10.9)
------- -------- -------- --------
Net (loss) income, pro forma $ (7.7) $ 13.0 $ 64.4 $ 83.3
======= ======== ======== ========
Basic (loss) earnings per
share, as reported $ (0.05) $ 0.16 $ 0.75 $ 0.93
Basic (loss) earnings per
share, pro forma $ (0.08) $ 0.13 $ 0.65 $ 0.82
Diluted (loss) earnings per
share, as reported $ (0.05) $ 0.16 $ 0.74 $ 0.92
Diluted (loss) earnings per
share, pro forma $ (0.08) $ 0.13 $ 0.64 $ 0.82
For the three- and nine-month periods ended March 31, 2003, $1.0
and $3.0, net of tax, respectively, of expenses related to
restricted stock are included in our net (loss) income and (loss)
earnings per share, as reported, amounts. For the three- and
nine-months periods ended March 31, 2002, those amounts were
approximately $0.4 and $1.1, net of tax, respectively.
(4)Revenues and Operating (Loss) Profit by Reportable Segments
Reportable segments are based on our method of internal
reporting. The accounting policies of our segments are the same
as those described in Note 1 to our consolidated financial
statements included in our 2002 Annual Report to Stockholders. In
addition, we allocate all corporate administrative costs to
operating segments.
Three-month period ended Nine-month period ended
March 31, March 31,
2003 2002 2003 2002
Revenues
North America Books and Home
Entertainment $ 127.0 $ 161.2 $ 441.3 $ 528.1
International Businesses 236.0 247.9 753.8 802.8
U.S. Magazines 200.5 132.7 716.1 492.4
-------- -------- ---------- ----------
Total revenues $ 563.5 $ 541.8 $ 1,911.2 $ 1,823.3
======== ======== ========== ==========
Operating (loss) profit
North America Books and Home
Entertainment $ 7.9 $ 5.4 $ 39.4 $ 14.9
International Businesses 0.2 11.1 20.7 60.7
U.S. Magazines 4.5 5.2 98.3 75.5
Other (1) (16.1) -- (13.3) --
-------- -------- ---------- ----------
Total operating (loss) profit $ (3.5) $ 21.7 $ 145.1 $ 151.1
======== ======== ========== ==========
(1)Other represents other operating items, net, which include restructuring
and other actions that we do not allocate to our operating
segments. Such amounts consist of severance costs, asset
impairments and certain gains. For the three-month period
ended March 31, 2003, amounts above are attributable to the
following segments: $10.3 in International Businesses, $1.3 in
U.S. Magazines, $0.4 in North America Books and Home
Entertainment and $4.1 that is unallocable. For the nine-month
period ended March 31, 2003, amounts are attributable to the
following segments: $10.3 in International Businesses, $1.3 in
U.S. Magazines, $0.4 in North America Books and Home
Entertainment and $1.3 that is unallocable.
(5) Comprehensive Income
Accumulated other comprehensive income as reported in our balance
sheets as of March 31, 2003 and June 30, 2002, primarily
represents unrealized gains (losses) on certain investments and
foreign currency translation adjustments. The components of
comprehensive income, net of related tax, for the three- and
nine-month periods ended March 31, 2003 and 2002 were as follows:
Three-month period ended Nine-month period ended
March 31, March 31,
2003 2002 2003 2002
Net (loss) income $ (4.6) $ 16.4 $ 74.4 $ 94.2
Change in:
Foreign currency translation adjustments 6.1 (1.4) 8.6 1.8
Net unrealized gains on certain
investments (1) 0.2 5.3 -- 6.5
Reclassification adjustments for gains that
are included in net income (2) (1.3) (2.0) (3.3) (3.0)
Net unrealized (losses) gains on certain
derivative transactions (3) (0.1) (0.3) (1.1) (0.8)
------ ------- ------- -------
Total comprehensive income $ 0.3 $ 18.0 $ 78.6 $ 98.7
====== ======= ======= =======
(1)Net unrealized gains on certain investments, net of related tax, principally
represents our investment in the voting common shares of
LookSmart, Ltd. For the three- and nine-month periods ended
March 31, 2003, these amounts are net of deferred tax
liabilities of $(0.1) and $0, respectively. For the three- and
nine-month periods ended March 31, 2002, these amounts are net
of deferred tax liabilities of $(2.8) and $(3.5), respectively.
(2)Reclassification adjustments for gains that are included in net income
are net of deferred taxes of $0.7 and $1.8 for the three- and
nine-month periods ended March 31, 2003. For each of the
three- and nine-month periods ended March 31, 2002, these
amounts were $1.0 and 1.6, respectively.
(3)Net unrealized (losses) gains on certain derivative transactions in
2003, net of related tax, principally represents gains and
losses on the value of our interest rate caps. For the three-
and nine-month periods ended March 31, 2003, these amounts are
net of deferred tax assets of $0.1 and $0.6, respectively. Net
unrealized (losses) gains on derivative instruments in 2002
represents gains and losses on derivative instruments used to
hedge our exposure to foreign currency risk associated with
forecasted royalty payments. For the three- and nine-month
periods ended March 31, 2002, this amount is net of deferred
tax assets of $0.2 and $0.5. See Note 11, Derivative
Instruments, for additional information.
(6) Other Operating Items
During the three-month period ended March 31, 2003, we recorded
other operating items, net, expense of $(16.1) related to
restructuring actions. Restructuring charges represent charges
related to the streamlining of our organizational structure and
the strategic repositioning of certain businesses, with a focus
on European operations. The components of the charges recorded
in current and prior years, included in accrued expenses on the
balance sheets, are described in further detail below:
- - Severance Costs - These accruals represent the cost to
separate employees from our operations as a result of actions
taken to streamline the organizational structure. This
separation is accomplished through a combination of voluntary
and involuntary severance programs. The positions to be
separated related to charges recorded in 2002 and prior years
were identified when the charge was recorded. With regard to
the charge recorded in the third quarter of 2003, we applied
the provisions of SFAS No. 146 and SFAS No. 112, Employers'
Accounting for Postemployment Benefits, as applicable, in
determining the amount of severance to be recorded. As such,
amounts were recorded when a plan was developed and payment was
probable.
- - Contract Terminations - These accruals represent anticipated
costs to terminate contractual obligations in connection with
streamlining activities.
- - Impairment Losses - Charges related to the carrying value of
certain long-lived assets, leasehold improvements, computer
hardware and software, and, to a lesser extent, property, plant
and equipment no longer used in our operations.
The expense of $(16.1) recorded in the third quarter of 2003
represents severance costs associated with staff eliminations in
overhead areas across the company, primarily in international
locations, and asset impairments in the United States.
Specifically, the charge consisted of:
- Severance costs of $15.5 related to the termination of 189
employees, of which approximately 70% are located in
international markets. As of March 31, 2003, approximately
30% of the employees included in this charge have already been
separated. Substantially all of the remaining employees are
expected to be separated over the next several quarters.
- Asset impairments of $0.6 related to software that is no
longer being used in our business.
For the nine-month period ended March 31, 2003, we recorded an
expense of $(13.3) under other operating items, net. This amount
comprised expenses of $(16.1) recorded in the third quarter of
2003, as indicated above, and income of $2.8 recorded in the
first quarter of 2003. The $2.8 consisted primarily of net
adjustments to litigation-related accrual balances, established
in previous years, following settlement of a lawsuit in the first
quarter of 2003.
The table below reflects changes for the three-month period ended
March 31, 2003 to accruals recorded in previous periods. A
majority of the reserves remaining relate to severance costs. Of
the 289 employees identified to be separated under the charge
recorded in the fourth quarter of 2002, approximately 85% have
been separated as of March 31, 2003. The $7.6 in spending
charged against the reserve in the third quarter of 2003
primarily related to severance and, to a lesser extent, a
contract termination in France.
Initial year Balance at Adjustments/ Balance at
of charge December 31, 2002 Accruals Spending March 31, 2003
2001 & prior $ 5.3 $ -- $ (2.1) $ 3.2
2002 11.1 -- (3.5) 7.6
2003 -- 16.1 (2.0) 14.1
------- ------- ------ -------
Total $ 16.4 $ 16.1 $ (7.6) $ 24.9
======= ======= ====== =======
For the nine-month period ended March 31, 2003, spending charged
against the reserve amounted to $22.5. This was primarily
related to severance, asset write-downs related to Gifts.com,
Inc., and to a lesser extent, asset write-downs in the United
Kingdom and France.
Initial year Balance at Adjustments/ Balance at
of charge June 30, 2002 Accruals Spending March 31, 2003
2001 & prior $ 9.0 $ -- $ (5.8) $ 3.2
2002 22.3 -- (14.7) 7.6
2003 -- 16.1 (2.0) 14.1
-------- ------- ------ -------
Total $ 31.3 $ 16.1 $(22.5) $ 24.9
======== ======= ====== =======
(7) Inventories
March 31, June 30,
2003 2002
Raw materials $ 9.8 $ 14.7
Work-in-progress 5.0 8.7
Finished goods 168.0 132.6
------- -------
Total inventories $ 182.8 $ 156.0
======= =======
We use the first-in, first-out (FIFO) method to value our inventories.
(8) Investments
Marketable securities included in other noncurrent assets on the
balance sheets primarily represent the fair market value (based
on quoted market prices) of our investment in LookSmart, Ltd.
These securities are accounted for and classified as
available-for-sale securities. As of March 31, 2003, the market
value of the remaining shares totaled $0.6 ($5.7 as of June 30,
2002).
During the three- and nine-month periods ended March 31, 2003,
respectively, we sold 0.7 million and 2.7 million shares of
LookSmart and recorded a pre-tax gain of $2.0 and $5.1 in other
(expense) income, net on the income statements. During the
three- and nine-month periods ended March 31, 2002, respectively,
we sold 1.7 million and 3.2 million shares of LookSmart and
recorded pre-tax gains of $3.0 and $4.6 in other (expense)
income, net on the income statements.
(9) Goodwill and Intangible Assets, Net
We have adopted SFAS No. 141, Business Combinations and SFAS No.
142, Goodwill and Other Intangible Assets. Accordingly, we have
not recorded any goodwill amortization in 2002 and in 2003.
The changes in the carrying amounts of goodwill for the
nine-month period ended March 31, 2003 are as follows:
North America
Books and Home U.S.
Entertainment Magazines Total
Balance as of June 30, 2002 $ 322.3 $ 681.7 $ 1,004.0
Additional costs capitalized related to Reiman
acquisition -- 0.2 0.2
Final settlement of the purchase price related to
tax matters associated with the Books Are Fun
acquisition 0.5 -- 0.5
Impact of foreign currency translation on goodwill
balances outside the United States 0.3 -- 0.3
-------- -------- ----------
Balance as of March 31, 2003 $ 323.1 $ 681.9 $ 1,005.0
======== ======== ==========
The following categories of acquired intangible assets are
included in other intangible assets, net as of March 31, 2003 and
June 30, 2002:
March 31, 2003 June 30, 2002
Gross Net Gross Net
Intangible assets with indefinite lives:
Tradenames $ 89.7 $ 89.7 $ 89.7 $ 89.7
Intangible assets with finite lives:
Licensing agreement $ 50.7 $ 38.4 43.5 34.6
Customer lists 137.8 90.4 137.8 116.3
Other tradenames and
noncompete agreements 3.0 -- 3.0 --
-------- -------- -------- --------
Total intangible assets $ 281.2 $ 218.5 $ 274.0 $ 240.6
======== ======== ======== ========
SFAS No. 142 requires us annually to evaluate goodwill and
intangible assets with indefinite lives for recoverability. In
accordance with this requirement, we conducted our review in the
third quarter of 2003 (our designated annual period) and
determined that no impairment existed with respect to our
holdings at that time.
Amortization related to intangible assets (finite lives) amounted
to $9.9 and $29.7 for the three- and nine-month periods ended
March 31, 2003, respectively ($1.9 and $5.5 for the three- and
nine-month periods ended March 31, 2002, respectively). Our
licensing agreement is principally amortized over the initial
10-year contract term, with a portion being amortized over the
total 18-year term of our amended agreement. Customer lists are
being amortized principally between three and six years.
Estimated fiscal year amortization expense for intangible assets
with finite lives is as follows: fiscal 2003 - $39.6; fiscal 2004
- - $39.2; fiscal 2005 - $36.3; fiscal 2006 - $15.4 and fiscal 2007
- - $10.0.
Licensing Agreement
In May 2000, QSP, Inc. entered into a long-term licensing
agreement with World's Finest Chocolate, Inc. The cost
associated with the agreement was assigned to licensing
agreements and is included in other intangible assets, net on the
balance sheets. In September 2002, this agreement was amended.
The amendment extended the term of the original agreement by ten
years, reduced the annual minimum tonnage purchase requirements,
favorably adjusted pricing, and permitted QSP to sell World's
Finest Chocolate products through marketing channels other than
fundraising, under specified circumstances. In connection with
these amended terms, QSP agreed to pay World's Finest Chocolate
$10.5, of which $7.5 was paid as of March 31, 2003. The amount
paid in May 2000 to consummate the initial agreement is being
amortized over the original 10-year license term. Amounts paid
to amend the agreement have been assigned to various amortization
periods ranging from 8 to 18 years (the remaining period of the
amended agreement).
The approximate annual minimum purchase amounts under the amended
agreement are: fiscal 2003 - $50.0, fiscal 2004 - $55.0, fiscal
2005 - $59.0, fiscal 2006 - $61.0, fiscal 2007 - $62.0 and from
fiscal 2008 to fiscal 2020, approximately $69.0 per year. The
amounts are estimates based on minimum tonnage requirements and
nominal price increases as stipulated in the amended agreement.
We continue to monitor our performance under this contract and
currently do not anticipate meeting the minimum purchase
requirements for 2003. Accordingly, we have recorded an
estimated penalty of approximately $2.0 in accrued expenses on
the balance sheet. As a result of these events, and operating
performance issues, we reviewed our licensing agreement with
World's Finest Chocolate for recoverability in accordance with
SFAS No. 144, and we determined that no impairment existed with
respect to this agreement as of March 31, 2003.
(10) Debt
As described in Note 11 to the consolidated financial statements
included in our 2002 Annual Report to Stockholders, we
restructured our borrowings on May 20, 2002. We entered into a
$950.0 Term Loan Agreement (Term Loan) with a syndicate of banks
and other financial institutions (this amount includes the $100.0
borrowed to repurchase shares pursuant to the Recapitalization
Agreement; see Note 12, Recapitalization Agreement, for
additional information). We also amended and restated our
Five-Year Revolving Credit and Competitive Advance Facility
Agreement (Five-Year Facility), and we terminated our 364-Day
Revolving Credit and Competitive Advance Facility Agreement.
(The Term Loan and the Five-Year Facility are collectively
referred to as the 2002 Credit Agreements.) The maximum
borrowing allowed under the Five-Year Facility is $192.5. The
2002 Credit Agreements are secured by substantially all of our
assets and are subject to various financial and non-financial
covenants.
During the nine-month period ended March 31, 2003, we repaid
$34.0 of principal related to the Term Loan (consisting of $24.0
in scheduled mandatory repayments and $10.0 in voluntary
prepayments). The Term Loan requires us to make principal
payments of $8.0 per quarter during 2003 and continuing into
fiscal 2004, and increasing principal payments thereafter. As of
March 31, 2003, we had $916.0 of outstanding borrowings under the
Term Loan and no outstanding borrowings under the Five-Year
Facility. These amounts are included in long-term debt and in
loans and notes payable on the balance sheets.
Interest expense for the three- and nine-month periods ended
March 31, 2003 was $10.5 and $36.0, respectively ($3.0 and $10.4
for the three- and nine-month periods ended March 31, 2002,
respectively). Interest income on cash balances was $0.7 and
$4.1 for the three- and nine-month periods ended March 31, 2003,
respectively ($1.1 and $3.3 for the three- and nine-month periods
ended March 31, 2002, respectively). The weighted average
interest rate on our borrowings for the nine-month periods ended
March 31, 2003 and 2002 was 4.1% and 3.5%, respectively.
As of the March 31, 2003, we were in compliance with all of our
debt financial covenants. Although we expect to achieve our debt
and cash flow targets for this year, we expect to report lower
profits as a result of restructuring charges. As such, it is
probable that we will not meet our consolidated leverage ratio
covenant at the end of the fourth quarter. Consequently, we have
initiated discussions with our lenders to amend the covenant to
make it less restrictive. We expect to have the amendment
completed in the fourth quarter.
(11) Derivative Instruments
Risk Management and Objectives
In the 2002 Credit Agreements (referred to in Note 10, Debt), we
are required to enter into interest rate protection agreements to
fix or limit the interest cost with respect to at least one-third
of the outstanding borrowings under the Term Loan. Accordingly,
in July 2002 we entered into agreements to cap at 6% the LIBOR
interest rate component of $400.0 of our borrowings for a period
of three years. Our interest rate cap agreements qualify as cash
flow hedges, the effect of which is described below.
In the normal course of business, we are exposed to market risk
from the effect of foreign exchange rate fluctuations on the U.S.
dollar value of our foreign subsidiaries' results of operations
and financial condition. We purchase foreign currency option and
forward contracts to minimize the effect of fluctuating foreign
currencies on specifically identifiable anticipated
transactions. During the fourth quarter of 2002, we ceased our
practice of purchasing foreign currency option and forward
contracts to minimize the effect of fluctuating foreign
currencies on our foreign subsidiaries' earnings and certain
foreign currency denominated assets and liabilities.
Accordingly, gains and losses on derivative instruments are
comprised of different instruments in 2002 when compared with
2003.
As a matter of policy, we do not speculate in financial markets
and, therefore, we do not hold financial instruments for trading
purposes. We continually monitor foreign currency risk and the
use of derivative instruments.
Cash Flow Hedges - For the three- and nine-month periods ended
March 31, 2003, the fair value of our interest rate cap
decreased, resulting in a loss of $(0.1) and $(1.1), net of
deferred taxes of $0.1 and $0.6, respectively. For the
three-month period ended March 31, 2002, changes in the spot
value of the foreign currencies associated with option contracts
designated and qualifying as cash flow hedges of forecasted
intercompany royalty payments amounted to a loss of $(0.3), net
of deferred taxes of $0.2 (a loss of $(0.8), net of deferred
taxes of $0.5, for the nine-month period ended March 31, 2002).
These changes are reported in accumulated other comprehensive
loss included in stockholders' equity on the balance sheet. The
gains and losses are deferred until the underlying transaction is
recognized in earnings.
The ineffective portion of the change in market value of our
option contracts, specifically the time-value component of $(0.1)
and $(0.4), was recognized as a loss in other (expense) income,
net on the income statements for the three- and nine-month
periods ended March 31, 2002, respectively.
There were no cash flow hedges discontinued during the three- and
nine-month periods ended March 31, 2003 and 2002.
Other Derivatives - For the three- and nine-month periods ended
March 31, 2003 we did not have any outstanding "other derivative"
contracts. For the three- and nine-month periods ended March 31,
2002, changes in the spot value of the foreign currencies and
contract settlements associated with option and forward contracts
amounted to a loss of $(0.1) and $(4.6), respectively. These
changes are reported in gain (loss) on foreign exchange included
in other (expense) income, net on the income statements. This
effect would generally be offset by the translation of the
assets, liabilities and future operating cash flows being
hedged.
(12) Recapitalization Agreement
On October 15, 2002, we entered into a revised agreement with the
DeWitt Wallace-Reader's Digest Fund, Inc. and the Lila
Wallace-Reader's Digest Fund, Inc. (the Funds) providing for a
series of actions that resulted in all shares of our Class B
Voting Common Stock (Class B Stock) and Class A Nonvoting Common
Stock (Class A Stock) being recapitalized into a single class of
common stock with one vote per share. The October 15, 2002
recapitalization agreement replaced the recapitalization
agreement that we entered into with the Funds on April 12, 2002.
The October recapitalization agreement provided that:
- We would repurchase approximately 4.6 million shares of
Class B Stock from the Funds for $100.0 in cash in the
aggregate;
- Each share of Class A Stock would be recapitalized into one
share of common stock having one vote per share; and
- Each remaining share of Class B Stock would be recapitalized
into 1.22 shares of common stock.
In addition, the recapitalization agreement provided for the
amendment of our charter to, among other things, reflect the
reclassification of the stock, divide our board of directors into
three classes and eliminate action by written consent of our
stockholders.
As previously disclosed, four actions were commenced against
Reader's Digest, its directors and the Funds challenging the
original recapitalization transaction announced in April 2002.
Three of the four actions are purported class actions; the fourth
action was brought by individual stockholders. The parties in
two of the three class actions, which were brought on behalf of
holders of Class B Stock, have entered into a memorandum of
understanding setting forth agreements in principle with respect
to the settlement of those actions. The third class action,
which was brought on behalf of holders of Class A Stock, was
dismissed with prejudice by the Court of Chancery of the State of
Delaware pursuant to a comprehensive settlement agreement that
was approved by the Court of Chancery on February 12, 2003. The
fourth action was voluntarily dismissed.
The transactions contemplated by the October recapitalization
agreement were completed on December 13, 2002. The $100.0
borrowed under the Term Loan on May 20, 2002 to repurchase stock,
which was classified as short-term debt as of June 30, 2002
pending completion of the recapitalization transactions, was
reclassified as long-term debt after completion of the
recapitalization transactions.
(13) Share Repurchase Authorization
As of March 31, 2003, under various share repurchase
authorizations (announced during 2000, 2001 and 2002), we have
repurchased 8.6 million shares of our Class A Stock for
approximately $231.7. On December 13, 2002, under a separate
authorization, we repurchased 4.6 million shares of our Class B
Stock from the Funds for approximately $100.0 as part of our
recapitalization (see Note 12, Recapitalization Agreement). As
of March 31, 2003, we had $186.0 remaining under a $250.0 share
repurchase authorization announced in May 2001. We do not expect
to repurchase additional shares during any period when
repurchases are prohibited under the 2002 Credit Agreements (see
Note 10, Debt).
The Reader's Digest Association, Inc. and Subsidiaries
Management's Discussion and Analysis
of Financial Condition and Results of Operations
(Dollars in millions, except per share data)
(unaudited)
Unless otherwise indicated, reference in Management's Discussion
and Analysis to "we", "us" and "our" are to The Reader's Digest
Association, Inc. and its Subsidiaries. All references to 2003
and 2002, unless otherwise indicated, are to fiscal 2003 and
fiscal 2002, respectively. Our fiscal year represents the period
from July 1 through June 30.
The following discussion and analysis provides information that
we believe is relevant to an assessment and understanding of our
consolidated results of operations and financial condition. This
discussion should be read in conjunction with the Consolidated
Condensed Financial Statements and related notes. Certain
amounts and percentages do not recalculate due to rounding.
Operating results for any interim period are not necessarily
indicative of the results for an entire year due to the
seasonality of our business.
Three-Month Period Ended March 31, 2003, Compared With
Three-Month Period Ended March 31, 2002
Results of Operations: Company-Wide
Revenues and Operating (Loss) Profit
Revenues for the third quarter of 2003 increased 4% to $563,
compared with $542 in the third quarter of 2002. Excluding the
favorable impact of foreign currency translation, revenues
decreased 1%. The increase in revenues was principally in U.S.
Magazines, partially offset by weaker performance in
International Businesses and planned reduced activity in North
America Books and Home Entertainment.
The increase in revenues for U.S. Magazines was principally
attributable to the acquisition of Reiman in the fourth quarter
of 2002, partially offset by lower circulation and advertising
revenues for Reader's Digest magazine.
The decline in revenues in International Businesses was driven by
lower sales across all products. The revenue declines were
principally attributable to lower response rates to mailings,
lower payment performance, weak economies in many markets and
planned reductions in promotion activities to eliminate
marginally unprofitable mailings. The most significant declines
were in France, Mexico, the United Kingdom, Australia and Germany.
The decline in revenues in North America Books and Home
Entertainment was driven by the elimination of unprofitable
product lines and Gifts.com, Inc., which were announced in the
fourth quarter of 2002. Contributing to the decline were the
absence of revenues from a terminated financial services alliance
and lower revenues for Select Editions and certain music products.
Operating (loss) profit for the third quarter of 2003 decreased
significantly to $(3), compared with $22 in the third quarter of
2002. This decline was driven by lower profits in International
Businesses due to the revenue changes described above and the
impact of other operating items, net, described below. Partially
offsetting this decline were:
- Higher profits for North America Books and Home
Entertainment driven by a profit at U.S. Books and Home
Entertainment, compared with a loss in the third quarter of
2002.
- Profits from Reiman, which was acquired in the fourth
quarter of 2002.
In the third quarter of 2003 we recorded expense of $(16) under
other operating items, net. This amount represents severance
costs associated with staff eliminations in overhead areas across
the company, primarily in international locations, and asset
impairments in the United States. Specifically, the charge
consisted of:
- Severance costs of $15 related to the termination of 189
employees, of which approximately 70% are located in
international markets. As of March 31, 2003, approximately
30% of the employees included in this charge have already been
separated. Substantially all of the remaining employees are
expected to be separated over the next several quarters.
- Asset impairments of $1 related to software that is no
longer being used in our business.
Another factor reducing our operating profit was related to
pension and post-retirement benefits. For the third quarter of
2003, the decline in income from pension assets and the increase
in the cost of post-retirement benefits amounted to $4, when
compared with the third quarter of 2002. The decrease in pension
income was driven by our revision of the assumed rate of return
on pension assets to conform it to our current expectations. As
a result, we reduced the rate used in the calculation of net
pension expense from 9.75% in 2002 to 9.25% in 2003.
Other (Expense) Income, Net
Other (expense) income, net for the third quarter of 2003
decreased significantly to $(5), compared with $2 for the third
quarter of 2002. Primary factors contributing to the change were:
- Higher interest expense, net of $(8), compared with the
comparable period in the prior year, primarily attributable to
the additional borrowings to consummate the Reiman acquisition
and share recapitalization in the fourth quarter of 2002.
- Income of $3, related to an insurance recovery of costs
associated with the recapitalization.
- Lower sales of shares of LookSmart, Ltd. of $(1).
Income Taxes
The effective income tax rate for the third quarter of 2003 was a
benefit of 46.5%. This included the recovery from our insurance
company of expenses associated with the recapitalization.
Excluding this income item, our effective tax rate for the third
quarter of 2003 was a benefit of 35.4%. This compares with an
effective tax rate provision of 31.5% for the third quarter of
2002. The principal reasons for the difference relate to (1) a
net loss recognized in the third quarter of 2003 and (2) the
benefit of a favorable resolution of tax matters in third quarter
of 2002.
Net (Loss) Income and (Loss) Earnings Per Share
For the third quarter of 2003, net loss was $(5), or $(0.05) per
share for both basic and diluted loss per share. In the prior
year period, net income was $16 or $0.16 per share for both basic
and diluted earnings per share.
Results of Operations: Reportable Segments
The following chart details our profit and other operating items, net.
Three-month period
ended March 31,
2003 2002
Revenues
North America Books and Home Entertainment $ 127 $ 161
International Businesses 236 248
U.S. Magazines 200 133
----- -----
Total revenues $ 563 $ 542
===== =====
Operating profit
North America Books and Home Entertainment $ 8 $ 6
International Businesses -- 11
U.S. Magazines 5 5
Other operating items, net (1) (16) --
----- -----
Operating (loss) profit $ (3) $ 22
===== =====
(1)Other operating items, net consists of restructuring and other actions
that we do not allocate to our operating segments. Such
amounts consist of severance costs and asset impairments. For
the three-month period ended March 31, 2003, amounts above are
attributable to the following segments: $10 in International
Businesses, $1 in U.S. Magazines, $1 in North America Books and
Home Entertainment and $4 that is unallocable.
North America Books and Home Entertainment
Revenues for North America Books and Home Entertainment for the
third quarter of 2003 decreased 21% to $127, compared with $161
for the third quarter of 2002. The decline was attributable to a
decline in revenues for most products in U.S. Books and Home
Entertainment, a 7% decline in revenues at Books Are Fun and
lower revenues in Canada. The decline in revenues in U.S. Books
and Home Entertainment was driven by:
- The elimination of unprofitable businesses and product
lines, including closure of Gifts.com, Inc. and exiting
certain unprofitable video products, the catalog business,
and certain continuity series (all of which were announced
in the fourth quarter of 2002).
- The termination of a financial services alliance in 2002.
- Planned reductions in mail quantities (approximately 50%
reduction in mail quantities) for Select Editions, to
eliminate marginally unprofitable mailings, and certain
music products, due to a smaller universe of customers to be
promoted.
Revenues at Books Are Fun were lower primarily from a decrease in
the average sales per event, which was caused by the cancellation
of some events and shortening of others due to adverse weather
conditions. In addition, the late Easter sales season
contributed equally to the decline as most of the business
surrounding this event was in the third quarter of 2002. The
decline in revenues in Canada was driven by fulfillment issues at
QSP Canada and by lower mail quantities for general books due to
a smaller universe of customers to be promoted.
Profit for the third quarter of 2003 increased 46% to $8,
compared with $6 for the third quarter of 2002. The profit
improvement was driven by lower operating and overhead costs from
cost reduction initiatives and the elimination of unprofitable
businesses and product lines at U.S. Books and Home Entertainment
discussed above. Also, results for the third quarter of 2002
included $7 in profit from a financial services alliance that was
terminated in that quarter.
International Businesses
Revenues for International Businesses for the third quarter of
2003 decreased 5% to $236, compared with $248 for the third
quarter of 2002. Excluding the favorable impact of foreign
currency translation, revenues decreased 15%. The decline was
attributable to (1) planned reductions in mail quantities, to
eliminate marginally profitable mailings and to reduce the
unfavorable effect of the intensity of our mailings on our
response rates, (2) lower response rates to mailings and lower
payment performance partially attributable to weak economies in
many markets and (3) lower membership in Select Editions and
illustrated series products due to smaller universe of customers
to be promoted. These events resulted in lower revenues
primarily in France, Mexico, the United Kingdom and Germany. In
addition, revenues in Australia and France declined due to issues
associated with our transition to new outsource vendors and soft
economic conditions.
Profit for the third quarter of 2003 decreased $11, compared with
the third quarter of 2002. The decline was primarily
attributable to lower profits in Germany, Mexico, Australia, the
United Kingdom and France due to the revenue changes described
above.
U.S. Magazines
Revenues for U.S. Magazines for the third quarter of 2003
increased 51% to $200, compared with $133 for the third quarter
of 2002. The increase was driven by the addition of $74 of
revenues from Reiman, which was acquired in the fourth quarter of
2002, revenues attributable to new products, including RD
Specials, and increased advertising and circulation revenues for
U.S. Selecciones and RD Large Print due to an increase in the
rate bases. These increases were partially offset by: lower
circulation revenues for Reader's Digest magazine attributable to
reductions in the rate base, and lower renewal pools, partially
offset by new subscribers at lower introductory rates; the
absence of revenues from New Choices magazine, which was
discontinued in the fourth quarter of 2002; and the timing of
issues (a shift from the third quarter into the fourth quarter)
for American Woodworker. In addition, advertising revenues for
Reader's Digest declined due to softness in the advertising
industry and the rate base reduction effective in the third
quarter of 2003.
Profit for the third quarter of 2003 declined 13% to $5, compared
with the third quarter of 2002. The decline in profit was
primarily driven by losses at QSP, Inc. and lower profits from
Reader's Digest magazine partially offset by incremental profits
from Reiman. Profits at QSP, Inc. declined due to lower volumes
reflecting the soft U.S. economy, partially offset by a favorable
pricing mix; increased competition for fund-raising activities
within schools, the accrual of a penalty associated with our
World's Finest Chocolate, Inc. licensing agreement, and
investments in sales force expansion.
Nine-Month Period Ended March 31, 2003, Compared With Nine-Month
Period Ended March 31, 2002
Results of Operations: Company-Wide
Revenues and Operating Profit
Revenues for the nine-month period ended March 31, 2003 increased
5% to $1,911, compared with $1,823 for the nine-month period
ended March 31, 2002. Excluding the favorable impact of foreign
currency translation, revenues increased 2%. The increase in
revenues was driven by the acquisition of Reiman in the fourth
quarter of 2002, partially offset by lower revenues for
International Businesses and North America Books and Home
Entertainment.
Revenues for International Businesses declined across almost all
products principally due to lower response rates for mailings,
lower payment performance and planned reductions in mail
quantities because of weak economies in many markets. The
declines were most evident in the United Kingdom, France, Germany
and Mexico.
The decline in revenues for North America Books and Home
Entertainment was principally driven by the closure of Gifts.com,
Inc. and the elimination of unprofitable product lines, which
were announced in the fourth quarter of 2002, at U.S. Books and
Home Entertainment. Contributing to the decline was the absence
of revenues from a financial services alliance that was
terminated in the third quarter of 2002. These declines were
partially offset by increased revenues at Books Are Fun.
Operating profit for the nine-month period ended March 31, 2003
decreased 4% to $145, compared with $151 for the nine-month
period ended March 31, 2002. Excluding the favorable impact of
foreign currency translation, operating profit decreased 7%.
Operating profit was higher due to incremental profits from
Reiman and a more than 80% reduction in the operating loss at
U.S. Books and Home Entertainment. However, these improvements
were partially offset by weaker performance in International
Businesses and restructuring actions.
For the nine-month period ended March 31, 2003, we recorded an
expense of $(13) under other operating items, net. This amount
comprises expenses of $(16) recorded in the third quarter of 2003
and income of $3 recorded in the first quarter of 2003.
The $(16) recorded in the third quarter of 2003 represents
severance costs associated with staff eliminations in overhead
areas across the company, primarily in international locations,
and asset impairments in the United States. Specifically, the
charge consisted of:
- Severance costs of $15 related to the termination of 189
employees, of which approximately 70% are located in
international markets. As of March 31, 2003, approximately
30% of the employees included in this charge have already
been separated. Substantially all of the remaining
employees are expected to be separated over the next several
quarters.
- Asset impairments of $1 related to software that is no
longer being used in our business.
The $3 recorded in the first quarter of 2003 consisted primarily
of net adjustments to litigation-related accrual balances,
established in previous years, following settlement of a lawsuit
in the first quarter of 2003.
Another factor reducing our operating profit was related to
pension and post-retirement benefits. For the nine-month period
ended March 31, 2003, the decline in income from pension assets
and the increase in the cost of post-retirement benefits amounted
to $11, when compared with the nine-month period ended March 31,
2002. The decrease in pension income was driven by our revision
of the assumed rate of return on pension assets to conform it to
our current expectations. As a result, we reduced the rate used
in the calculation of net pension expense from 9.75% in 2002 to
9.25% in 2003.
Other (Expense) Income, Net
For the nine-month period ended March 31, 2003, other (expense)
income, net decreased significantly to $(28), compared with $(6)
for the nine-month period ended March 31, 2002. Primary factors
for the decline include:
- Higher interest expense, net of $(25), compared with the
comparable period in the prior year, primarily
attributable to the additional borrowings to consummate
the Reiman acquisition and share recapitalization in the
fourth quarter of 2002.
- A gain of $2 from the sale of a building in Australia in the
second quarter of 2003.
- Net expenses of $(3) due to costs incurred in connection
with the recapitalization transactions.
- Minimal losses from foreign currency transactions, compared
with a loss of $(3) in the comparable period in the prior
year. This is partially due to the discontinuance of a
portion of our hedging program (see Note 11, Derivative
Instruments, in our Notes to Consolidated Condensed
Financial Statements).
Income Taxes
The effective income tax rate for the nine-month period ended
March 31, 2003 of 36.3% which includes expenses associated with
the recapitalization transactions that were not tax deductible.
Excluding these costs, our effective tax rate was 35.3%, compared
with an effective rate of 35.2% for the nine-month period ended
March 31, 2002.
Net Income and Earnings Per Share
For the nine-month period ended March 31, 2003, net income was
$74, or $0.74 per share on a diluted-earnings basis ($0.75 per
share for basic earnings per share). In the prior year period,
net income was $94, or $0.92 per share on a diluted-earnings
basis ($0.93 per share for basic earnings per share).
Results of Operations: Reportable Segments
The following chart details our profit and other operating items, net.
Nine-month period ended
March 31,
2003 2002
Revenues
North America Books and Home Entertainment $ 441 $ 528
International Businesses 754 803
U.S. Magazines 716 492
------- -------
Total revenues $ 1,911 $ 1,823
======= =======
Operating profit
North America Books and Home Entertainment $ 39 $ 15
International Businesses 21 61
U.S. Magazines 98 75
Other operating items, net (1) (13) --
------- -------
Operating profit $ 145 $ 151
======= =======
(1)Other operating items, net consists of restructuring and other actions
that we do not allocate to our operating segments. Such
amounts consist of severance costs, asset impairments and
certain gains. For the nine-month period ended March 31, 2003,
amounts are attributable to the following segments: $10 in
International Businesses, $1 in U.S. Magazines, $1 in North
America Books and Home Entertainment and $1 that is unallocable.
North America Books and Home Entertainment
Revenues for North America Books and Home Entertainment for the
nine-month period ended March 31, 2003 decreased 16% to $441,
compared with $528 for the nine-month period ended March 31,
2002. The decline was attributable to a decline in revenues for
U.S. Books and Home Entertainment, across virtually all products,
and lower revenues in Canada, partially offset by a 5% increase
in revenues at Books Are Fun. Specifically, the revenue change
was attributable to:
- The closure of Gifts.com and the elimination of unprofitable
products, including exiting certain unprofitable video
products, the catalog business, and certain continuity
series (all of which were announced in the fourth quarter of
2002) in U.S. Books and Home Entertainment.
- The termination of a financial services alliance in the
third quarter of 2002.
- Planned reductions in outside list mail quantities for
Select Editions, to eliminate marginally unprofitable lists,
and certain music products due to a smaller universe of
customers to be promoted.
- Lower mail quantities for general books products in Canada
due to a smaller universe of customers to be promoted, and
fulfillment issues at QSP Canada.
Partially offsetting these declines were increased revenues at
Books Are Fun driven by an increase in the number of corporate
events held and higher overall average sales per event due to
better product selection.
Profit for the nine-month period ended March 31, 2003 increased
significantly to $39, compared with $15 for the nine-month period
ended March 31, 2002. The profit improvement was largely driven
by reduction in the operating loss at U.S. Books and Home
Entertainment by more than 80%, which was attributable to the
elimination of unprofitable activities described above and cost
reduction initiatives.
International Businesses
Revenues for International Businesses for the nine-month period
ended March 31, 2003 decreased 6% to $754, compared with $803 for
the nine-month period ended March 31, 2002. Excluding the
favorable impact of foreign currency translation, revenues
decreased 12%. The revenue declines were evident across almost
all products. Sales were lower in the United Kingdom, France,
Germany, Mexico and Poland due principally to lower response
rates to mailings and lower mail quantities due to a smaller
universe of customers to be promoted. The revenue decline in
Australia and France was attributable, in part, to issues related
to outsourcing to new fulfillment vendors.
Profit for the nine-month period ended March 31, 2003 declined
66% to $21, compared with $61 for the nine-month period ended
March 31, 2002. Excluding the favorable impact of foreign
currency translation, profit declined 73%. The decline was
principally attributable to lower profits in France, Germany, the
United Kingdom and Mexico due to the revenue changes described
above and investments in new business initiatives and marketing
channels.
U.S. Magazines
Revenues for U.S. Magazines for the nine-month period ended March
31, 2003 increased 45% to $716, compared with $492 for the
nine-month period ended March 31, 2002. The increase in revenues
was principally attributable to $242 of revenues from Reiman,
which was acquired in the fourth quarter of 2002, improved
circulation and advertising revenues for U.S. Selecciones and RD
Large Print, and revenues from the addition of new products,
including RD Specials. In addition, revenues at QSP, Inc.
increased due to favorable pricing, partially offset by lower
volumes.
These increases were partially offset by lower revenues for
Reader's Digest magazine, the absence of revenues from New Choices
and Walking magazines, which were discontinued in 2002, and a
shift in the timing of issues for American Woodworker from the
third quarter to the fourth quarter. The decrease in revenues
for Reader's Digest magazine was principally due to lower
circulation revenues attributable to the reduction in the rate
base, and lower renewal pools, partially offset by new
subscribers at lower introductory rates. In addition,
advertising revenues were lower due to our decision to lower our
circulation rate base.
Profit for the nine-month period ended March 31, 2003 increased
30% to $98, compared with $75 for the nine-month period ended
March 31, 2002. The increase in profit was driven by incremental
profit from Reiman, the revenue changes described above and the
benefits of cost reduction efforts. Partially offsetting these
increases were the accrual of a penalty associated with our
World's Finest Chocolate, Inc. licensing agreement, and
investments in the sales force, at QSP, Inc., and investments for
new products related to Reader's Digest magazine.
Forward-Looking Information
Fiscal 2003 Results
The difficult global economic environment continues to affect
revenue generation for all of our businesses. For certain
businesses, particularly international businesses, response rates
have been lower, causing not only revenues to fall but also
operating margins as well. To address the decline in revenues,
we began a multi-phase program that we expect will eliminate at
least $70 million in fixed costs company wide, primarily
overhead, over the next two years. In addition, there will be a
commensurate reduction in variable operating costs as the plan
eliminates unprofitable and marginally profitable promotions,
product lines, businesses and territories. We expect to see some
savings benefit this year; however, most of the favorable impact
is anticipated in fiscal 2004 and 2005.
We expect the fourth quarter of 2003 to be difficult as we reduce
promotion efforts to lower risk in our various international
markets. These activities will reduce revenues faster than the
offsetting cost reductions, contributing to weaker results in the
near term. For the fourth quarter of 2003, we expect earnings
per share to be in the range of $0.05 to $0.10. This range
excludes any potential restructuring charges or other special
items as we cannot estimate these items at this time.
We expect that cash flows will continue to be strong despite the
planned reductions in business activity and revenues, and we
expect to retire approximately $50 in debt in the fourth quarter
of 2003.
Liquidity and Capital Resources
Nine-month
period ended
March 31, 2003
Cash and cash equivalents at June 30, 2002 $ 108
Net change in cash due to:
Operating activities 127
Investing activities (9)
Financing activities (145)
Effect of exchange rate changes on cash and cash equivalents --
Net change in cash and cash equivalents (27)
-----
Cash and cash equivalents at March 31, 2003 $ 81
=====
Cash and cash equivalents decreased 25% to $81 as of March 31,
2003, compared with $108 as of June 30, 2002. The primary
reasons for the decline in cash were:
- The use of $102 in operating cash flow to finance the share
repurchase in connection with the recapitalization
transactions.
- Principal payments on our debt, including scheduled
mandatory repayments and voluntary prepayments.
These declines were partially offset by cash flows from
operations (net income adjusted for depreciation and
amortization).
Debt
As described in Note 11 to the consolidated financial statements
included in our 2002 Annual Report to Stockholders, we
restructured our borrowings on May 20, 2002. We entered into a
$950 Term Loan Agreement (Term Loan) with a syndicate of banks
and other financial institutions. We also amended and restated
our Five-Year Revolving Credit and Competitive Advance Facility
Agreement (Five-Year Facility) (collectively referred to as the
2002 Credit Agreements), and we terminated the 364-Day Revolving
Credit and Competitive Advance Facility Agreement. The maximum
borrowing allowed under the Five-Year Facility is $192.5. During
the nine-month period ended March 31, 2003, we repaid $34 of
principal related to the Term Loan (consisting of $24 in
scheduled mandatory repayments and $10 in voluntary
prepayments). The Term Loan requires us to make principal
payments of $8 per quarter during 2003 and continuing into fiscal
2004, and increasing principal payments thereafter. As of March
31, 2003, our outstanding debt was $917, compared with $951 as of
June 30, 2002.
The weighted average interest rate on our borrowings for the
three- and nine-month periods ended March 31, 2003 was 3.8% and
4.1%, respectively.
As of March 31, 2003, we were in compliance with all of our debt
financial covenants. Although we expect to achieve our debt and
cash flow targets for this year, we expect to report lower
profits as a result of restructuring charges. As such, it is
probable that we will not meet our consolidated leverage ratio
covenant at the end of the fourth quarter. Consequently, we have
initiated discussions with our lenders to amend the covenant to
make it less restrictive. We expect to have the amendment
completed in the fourth quarter.
Under the 2002 Credit Agreements, we are required to hedge at
least one-third of borrowings outstanding under the Term Loan.
In July 2002, we entered into agreements to cap at 6% the LIBOR
interest rate component of $400 of our borrowings under the Term
Loan for a period of three years.
In the second quarter of 2002, we filed a shelf registration
statement with the Securities and Exchange Commission allowing us
to issue up to $500 of public debt securities. As of March 31,
2003, there were no securities outstanding under this
registration statement.
Recapitalization Agreement
On October 15, 2002, we entered into a revised agreement with the
DeWitt Wallace-Reader's Digest Fund, Inc. and the Lila
Wallace-Reader's Digest Fund, Inc. (the Funds) providing for a
series of actions that resulted in all shares of our Class B
Voting Common Stock (Class B Stock) and Class A Nonvoting Common
Stock (Class A Stock) being recapitalized into a single class of
common stock with one vote per share. The October 15, 2002
recapitalization agreement replaced the recapitalization
agreement that we entered into with the Funds on April 12, 2002.
The October recapitalization agreement provided that:
- We would repurchase approximately 4.6 million shares of
Class B Stock from the Funds for $100 in cash in the
aggregate;
- Each share of Class A Stock would be recapitalized into one
share of common stock having one vote per share; and
- Each remaining share of Class B Stock would be recapitalized
into 1.22 shares of common stock.
In addition, the recapitalization agreement provided for the
amendment of our charter to, among other things, reflect the
reclassification of the stock, divide our board of directors into
three classes and eliminate action by written consent of our
stockholders.
As previously disclosed, four actions were commenced against
Reader's Digest, its directors and the Funds challenging the
original recapitalization transaction announced in April 2002.
Three of the four actions are purported class actions; the fourth
action was brought by individual stockholders. The parties in
two of the three class actions, which were brought on behalf of
holders of Class B Stock, have entered into a memorandum of
understanding setting forth agreements in principle with respect
to the settlement of those actions. The third class action,
which was brought on behalf of holders of Class A Stock, was
dismissed with prejudice by the Court of Chancery of the State of
Delaware pursuant to a comprehensive settlement agreement that
was approved by the Court of Chancery on February 12, 2003. The
fourth action was voluntarily dismissed.
The transactions contemplated by the October recapitalization
agreement were completed on December 13, 2002. The $100 borrowed
under the Term Loan on May 20, 2002 to repurchase stock, which
was classified as short-term debt as of June 30, 2002 pending
completion of the recapitalization transactions, was reclassified
as long-term debt after completion of the recapitalization
transactions.
We believe that our liquidity, capital resources, cash flows and
borrowing capacity are sufficient to fund normal capital
expenditures, working capital requirements, the payment of
dividends and the implementation of our strategic initiatives.
Recent Accounting Standards
In January 2003, the Financial Accounting Standards Board (FASB)
issued FASB Interpretation (FIN) No. 46, Consolidation of
Variable Interest Entities, an Interpretation of Accounting
Research Bulletin No. 51. This interpretation introduces a new
consolidation model with respect to variable interest entities.
The new model requires that the determination of control should
be based on the potential variability in gains and losses of the
variable interest entity being evaluated. The entity with the
majority of the variability in gains and losses is deemed to
control the variable interest entity, and is required to
consolidate it. This interpretation is effective on July 1, 2003
(for us, effective fiscal 2004 and thereafter). We are currently
evaluating the impact of adopting this interpretation.
*****
This report includes "forward-looking statements" within the
meaning of the U.S. federal securities laws. Forward-looking
statements include any statements that address future results or
occurrences. These forward-looking statements inherently involve
risks and uncertainties that could cause actual future results
and occurrences to differ materially from the forward-looking
statements. Except as required by those laws, we have no
obligation to update publicly any forward-looking statements and
we have no intention to update them.
Some of these risks and uncertainties include factors relating to:
- the effects of potentially more restrictive privacy and
other governmental regulation relating to our marketing
methods;
- the effects of modified and varied promotions;
- our ability to identify customer trends;
- our ability to continue to create and acquire a broadly
appealing mix of new products;
- our ability to attract and retain new and younger magazine
subscribers and product customers in view of the maturing of
an important portion of our customer base;
- our ability to attract and retain subscribers and customers
in an economically efficient manner;
- the effects of selective adjustments in pricing;
- our ability to expand and more effectively utilize our
customer database;
- our ability to expand into new international markets and to
introduce new product lines into new and existing markets;
- our ability to expand into new channels of distribution;
- our ability to negotiate and implement productive
acquisitions (including the Reiman acquisition), strategic
alliances and joint ventures;
- our ability to successfully integrate newly acquired and
newly formed businesses (including the Reiman business);
- the strength of relationships of newly acquired and newly
formed businesses (including the Reiman business) with their
employees, suppliers and customers;
- the accuracy of the basis of forecasts relating to newly
acquired and newly formed businesses (including the Reiman
business);
- our ability to achieve financial savings related to
restructuring programs;
- our ability to contain and reduce costs, especially through
global efficiencies;
- the cost and effectiveness of our re-engineering of business
processes and operations;
- the accuracy of our management's assessment of the current
status of our business;
- the evolution of our organizational and structural
capabilities;
- our ability to respond to competitive pressures within and
outside the direct marketing industry, including the
Internet;
- the effects of worldwide paper and postage costs;
- the effects of possible postal disruptions on deliveries of
promotions, products and payments;
- the effects of foreign currency fluctuations;
- the accuracy of our management's assessment of the future
effective tax rate and the effects of initiatives to reduce
the rate;
- the adequacy of our financial resources;
- the effects of the terms of, and increased leverage
resulting from additional borrowings under, our credit
facilities;
- the effects of interest rate fluctuations;
- the effects of ratings downgrades resulting from our
increased leverage;
- the effects of economic and political changes in the markets
where we compete;
- the effects of weather in limiting access to consumers;
- the economic effects of terrorist activity and subsequent
related events, especially those limiting access to
consumers and otherwise affecting the direct marketing
industry; and
- the effects and pace of our stock repurchase program.
Item 4. CONTROLS AND PROCEDURES
Within 90 days prior to the filing date of this report, under the
supervision of our Chief Executive Officer and Chief Financial
Officer, we evaluated our disclosure controls and procedures (as
defined in rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934). Based on that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were sufficient to provide
reasonable assurances that the information required to be
disclosed by us in the reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms.
There have been no significant changes in our internal controls
or in other factors that could significantly affect those
internal controls subsequent to the date of our evaluation
thereof.
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
10.27 Form of Indemnification Agreement between The Reader's
Digest Association, Inc. and individual directors and
officers of The Reader's Digest Association, Inc.
99.1 Certification of Periodic Financial Report by Thomas O.
Ryder, Chief Executive Officer of The Reader's Digest
Association, Inc. pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Certification of Periodic Financial Report by Michael
S. Geltzeiler, Chief Financial Officer of The Reader's
Digest Association, Inc. pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
During the three months ended March 31, 2003, we filed the
following reports on Form 8-K:
- Current report on Form 8-K dated January 23, 2003 including
a press release relating to the second quarter fiscal
2003 earnings and related remarks of the Chief
Executive Officer and the Chief Financial Officer.
- Current Report on Form 8-K dated February 24, 2003 including
a press release relating to organizational changes.
- Current Report on Form 8-K dated February 25, 2003 including
a presentation to analysts and investors by the Chief
Executive Officer.
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.
The Reader's Digest Association, Inc.
(Registrant)
Date: May 5, 2003 By: /s/ THOMAS D. BARRY
Thomas D. Barry
Vice President and Corporate Controller
(chief accounting officer and authorized
signatory)
I, Thomas O. Ryder, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The
Reader's Digest Association, Inc.;
2. 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 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;
3. 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;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, 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 in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; 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; and
6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 5, 2003
/s/ THOMAS O. RYDER
Chief Executive Officer
I, Michael S. Geltzeiler, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The
Reader's Digest Association, Inc.;
2. 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 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;
3. 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;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, 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 in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; 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; and
6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 5, 2003
/s/ MICHAEL S. GELTZEILER
Chief Financial Officer