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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 September 30, 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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of October 31, 2003, [ ] shares of the registrant's
common stock were outstanding.
Page 1 of 22 pages.
THE READER'S DIGEST ASSOCIATION, INC. AND SUBSIDIARIES
Index to Form 10-Q
September 30, 2003
Part I - Financial Information Page No.
Item 1. Financial Statements 3
The Reader's Digest Association, Inc. and Subsidiaries
Consolidated Condensed Financial Statements (unaudited):
Consolidated Condensed Statements of Income
for the three-month periods ended September 30, 2003 and 2002 3
Consolidated Condensed Balance Sheets
as of September 30, 2003 and June 30, 2003 4
Consolidated Condensed Statements of Cash Flows
for the three-month periods ended September 30, 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 13
Item 4. Controls and Procedures 20
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K 21
The Reader's Digest Association, Inc. and Subsidiaries
Consolidated Condensed Statements of Income
Three-month periods ended September 30, 2003 and 2002
(In millions, except per share data)
(unaudited)
Three-month periods ended
September 30,
2003 2002
Revenues $ 494.7 $ 517.1
Product, distribution and editorial expenses (208.3) (215.9)
Promotion, marketing and administrative expenses (299.9) (302.0)
Other operating items, net -- 2.8
--------- ---------
Operating (loss) profit (13.5) 2.0
Other (expense) income, net (7.6) (10.1)
--------- ---------
Loss before income tax benefit (21.1) (8.1)
Income tax benefit 7.6 2.9
--------- ---------
Net loss $ (13.5) $ (5.2)
========= =========
Basic and diluted loss per share:
Weighted average common shares outstanding 97.0 99.8
Basic and diluted loss per share $ (0.14) $ (0.05)
========= =========
Dividends per common share $ 0.05 $ 0.05
========= =========
See accompanying Notes to Consolidated Condensed Financial Statements.
The Reader's Digest Association, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
As of September 30, 2003 and June 30, 2003
(In millions)
(unaudited)
September 30, June 30,
2003 2003
Assets
Cash and cash equivalents $ 62.7 $ 51.3
Accounts receivable, net 282.5 256.5
Inventories 201.6 155.7
Prepaid and deferred promotion costs 144.6 132.7
Prepaid expenses and other current assets 220.7 191.8
-------- --------
Total current assets 912.1 788.0
Property, plant and equipment, net 160.6 162.5
Goodwill 1,009.4 1,009.4
Other intangible assets, net 203.6 212.3
Other noncurrent assets 394.6 427.3
-------- --------
Total assets $2,680.3 $2,599.5
======== ========
Liabilities and stockholders' equity
Loans and notes payable $ 140.7 $ 31.3
Accounts payable 130.3 97.5
Accrued expenses 251.1 281.4
Income taxes payable 17.4 36.5
Unearned revenue 444.3 414.8
Other current liabilities 16.3 19.7
-------- --------
Total current liabilities 1,000.1 881.2
Long-term debt 812.3 834.7
Unearned revenues 141.4 127.6
Other noncurrent liabilities 339.7 355.7
-------- --------
Total liabilities 2,293.5 2,199.2
Capital stock 10.1 17.6
Paid-in capital 210.3 215.0
Retained earnings 1,282.9 1,301.6
Accumulated other comprehensive loss (107.9) (109.2)
Treasury stock, at cost (1,008.6) (1,024.7)
-------- --------
Total stockholders' equity 386.8 400.3
-------- --------
Total liabilities and stockholders' equity $2,680.3 $2,599.5
======== ========
See accompanying Notes to Consolidated Condensed Financial Statements.
The Reader's Digest Association, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
Three-month periods ended September 30, 2003 and 2002
(In millions)
(unaudited)
Three-month periods ended
September 30,
2003 2002
Cash flows from operating activities
Net loss $ (13.5) $ (5.2)
Depreciation and amortization 16.1 16.0
Net gain on the sales of a business and certain assets (3.5) (1.4)
Stock-based compensation 2.9 1.4
Changes in current assets and liabilities
Accounts receivables, net (25.6) (32.5)
Inventories (45.6) (54.0)
Unearned revenues 29.1 44.5
Accounts payable and accrued expenses 2.4 (9.2)
Other, net (63.1) (27.0)
Changes in noncurrent assets and liabilities 31.7 (7.1)
-------- --------
Net change in cash due to operating activities (69.1) (74.5)
-------- --------
Cash flows from investing activities
Proceeds from maturities and sales of marketable securities 0.8 1.5
Purchases of marketable securities, short-term investments and
licensing agreements (1.3) (7.6)
Proceeds from long-term investments 2.7 --
Proceeds from sales of property, plant and equipment 0.1 0.1
Capital expenditures (4.0) (3.6)
-------- --------
Net change in cash due to investing activities (1.7) (9.6)
-------- --------
Cash flows from financing activities
Repayments of Term Loan (18.1) (8.0)
Proceeds from short-term borrowings, net 105.0 46.6
Dividends paid (5.2) (5.3)
Other, net -- (0.2)
-------- --------
Net change in cash due to financing activities 81.7 33.1
-------- --------
Effect of exchange rate changes on cash 0.5 (0.6)
-------- --------
Net change in cash and cash equivalents 11.4 (51.6)
Cash and cash equivalents at beginning of period 51.3 107.6
-------- --------
Cash and cash equivalents at end of period $ 62.7 $ 56.0
======== ========
See accompanying Notes to Consolidated Condensed Financial Statements.
The Reader's Digest Association, Inc. and Subsidiaries
Notes to Consolidated Condensed Financial Statements
(In millions, except per share data)
(unaudited)
Unless otherwise indicated, references in Notes to Consolidated Condensed
Financial Statements to "we," "our" and "us" are to The Reader's Digest
Association, Inc. and its subsidiaries. All references to 2004 and 2003,
unless otherwise indicated, are to fiscal 2004 and fiscal 2003,
respectively. Our fiscal year represents 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 that begins on July 1. The three-month periods
ended September 30, 2003 and 2002 are the first fiscal quarters of 2004 and
2003, 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.
In some instances certain prior period amounts have been reclassified to
conform to the current year presentation.
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. FIN
No. 46 introduced 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.
On May 15, 2003, the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 150, Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity. SFAS No. 150
establishes standards for classifying certain financial instruments that
represent obligations, yet also have characteristics similar to equity
instruments. Specifically, SFAS No. 150 addresses the accounting for
instruments such as mandatorily redeemable securities, certain option
contracts and obligations to be settled in shares.
As of July 1, 2003 we have adopted FIN No. 46 and SFAS No. 150. Adoption of
these standards did not have a material impact on our operating results.
(2) Basic and Diluted Earnings Per Share
Basic 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 the three-month periods ended September 30, 2003 and 2002.
Diluted 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.
The assumed exercise, conversion and vesting totaled 1.8 million shares and
0.7 million shares for the three-month periods ended September 30, 2003 and
2002, respectively. Because including these shares in our calculation of
earnings per share would result in a smaller loss per share, they are
considered anti-dilutive. Accordingly, our diluted earnings per share is
calculated using the basic number of shares.
In addition, options to purchase 13.4 million shares and 11.4 million shares
were not included in the calculation of diluted earnings per share because
the exercise price for these options exceeded the average market price during
the period. Accordingly, the effect of including these options in the
calculation of earnings per share would have been anti-dilutive for the
three-month periods ended September 30, 2003 and 2002, respectively.
(3) Stock-Based Compensation
We have applied the disclosure provisions of SFAS No. 123, Accounting for
Stock-Based Compensation, and SFAS No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure - an amendment of FASB Statement No.
123; as permitted under these statements, we continue to measure stock
compensation expense using the intrinsic value method prescribed under
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees. 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 (based on quoted
market prices) 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 and basic and diluted loss 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 $(2.9) and
$(3.4) of expense, net of tax, for the three-month periods ended September
30, 2003 and 2002, respectively.
Three-month periods
ended September 30,
2003 2002
Net loss, as reported $ (13.5) $ (5.2)
======== =======
Less: stock-based compensation expense determined
using the fair-value based method, net of tax (2.9) (3.4)
-------- -------
Net loss, pro forma $ (16.4) $ (8.6)
======== =======
Basic and diluted loss per share, as reported $ (0.14) $ (0.05)
======== =======
Basic and diluted loss per share, pro forma $ (0.17) $ (0.09)
======== =======
For the three-month periods ended September 30, 2003 and 2002, $2.9 and $1.4,
net of tax, respectively, of expenses related to restricted stock and other
stock-based compensation plans are included in our as reported and pro forma
net loss and basic and diluted loss per share amounts.
(4) Revenues and Operating Profit by Reportable Segment
Reportable segments were modified during the fourth quarter of 2003 to
reflect our new internal management organization. The three reportable
segments are Reader's Digest North America, International Businesses and
Consumer Business Services. We have restated segment results of operations
for prior periods to conform to our new reportable segments.
Reportable segments are based on our method of internal reporting. We
present our segment revenues at amounts as if the transactions were with
third parties. Revenues and expenses attributable to intercompany
transactions are eliminated (under the intercompany eliminations caption
below) to reconcile our reportable segment amounts to consolidated amounts,
as reported in our income statements. We separately report Corporate
Unallocated expenses, which include the cost of governance and centrally
managed expenses, as well as the accounting for U.S. pension plans,
post-retirement healthcare costs, and executive compensation programs that
are not allocated to the operating segments. Governance and centrally
managed expenses include costs for departments such as corporate finance,
general corporate management, investor relations, legal, public relations and
treasury and for related information technology and facility costs incurred
by these departments.
The accounting policies of our segments are the same as those described in
Note 1 to the Consolidated Financial Statements included in our 2003 Annual
Report to Stockholders.
Three-month periods ended
September 30,
2003 2002
Revenues
Reader's Digest North America $ 200.1 $ 208.2
International Businesses 215.8 228.8
Consumer Business Services 85.2 85.6
Intercompany eliminations (6.4) (5.5)
-------- --------
Total revenues $ 494.7 $ 517.1
======== ========
Operating (loss) profit
Reader's Digest North America $ 11.5 $ 10.1
International Businesses (1.2) 1.5
Consumer Business Services (13.8) (10.1)
Corporate Unallocated (10.0) (2.3)
Other operating items, net(1) -- 2.8
-------- --------
Operating (loss) profit $ (13.5) $ 2.0
======== ========
Intercompany eliminations
Reader's Digest North America $ (0.2) $ (1.2)
International Businesses (0.7) (0.6)
Consumer Business Services (5.5) (3.7)
-------- --------
Total intercompany eliminations $ (6.4) $ (5.5)
======== ========
(1) Other operating items, net in 2003 consists primarily of net
adjustments to litigation-related accrual balances following settlement
of a lawsuit in the first quarter of 2003.
(5) Comprehensive Loss
Accumulated other comprehensive loss as reported in our balance sheets as of
September 30, 2003 and 2002 primarily represents foreign currency translation
adjustments and unrealized gains (losses) on certain investments. The
components of comprehensive loss, net of related tax, for the three-month
periods ended September 30, 2003 and 2002 were as follows:
Three-month periods ended
September 30,
2003 2002
Net loss $ (13.5) $ (5.2)
Change in:
Foreign currency translation adjustments 1.6 (4.4)
Net unrealized gains (losses) on certain investments(1) 0.2 (1.4)
Reclassification adjustments for gains that are included in
net loss(2) (0.5) (0.9)
Net unrealized losses on certain derivative transactions(3) -- (0.6)
------- -------
Total comprehensive loss $ (12.2) $ (12.5)
======= =======
(1) Net unrealized gains (losses) on certain investments which is net of
related tax, principally represents unrealized gains (losses) related
to our investment in the voting common shares of LookSmart,
Ltd. For the three-month periods ended September 30, 2003 and
2002, this amount is net of deferred taxes of $(0.1) and $0.7,
respectively.
(2) Reclassification adjustments for gains that are included in net loss
are realized gains net of deferred taxes of $0.3 and $0.5 for the
three-month periods ended September 30, 2003 and 2002,
respectively.
(3) Net unrealized losses on certain derivative transactions in 2003, net
of related tax, represent gains and losses on the value of our
interest rate caps. For the three-month periods ended
September 30, 2003 and 2002, this amount is net of deferred
tax assets of zero and $0.3, respectively.
(6) Other Operating Items, Net
During the three-month period ended September 30, 2002, we recorded other
operating income of $2.8 comprised primarily of net adjustments to
litigation-related accrual balances that were established in previous years,
following settlement of a lawsuit in the first quarter of 2003.
Other operating items recorded in previous periods also represent charges
related to the streamlining of our organizational structure and the strategic
repositioning of certain businesses. The components of our restructuring
charges included in accrued expenses on our 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
involuntary severance programs. Accordingly, the positions to be separated
were identified when the charge was recorded.
- - Contract Terminations - These accruals represent anticipated costs to
terminate contractual obligations in connection with streamlining
activities.
The table below reflects changes for the three-month period ended September
30, 2003 to accruals recorded in previous periods. A majority of the
reserves remaining and spending to date relate to severance costs. Of the
approximately 580 positions identified to be separated under the charges
recorded in the third and fourth quarters of 2003, approximately 65% had been
separated as of September 30, 2003.
Initial year Balance at Adjustments/ Balance at
of charge June 30, 2003 Spending Accruals September 30, 2003
Fiscal 2002 and prior $ 6.1 $ (1.8) $ -- $ 4.3
Fiscal 2003 28.6 (9.5) -- 19.1
------ ------ ---- -------
Total $ 34.7 $(11.3) $ -- $ 23.4
====== ====== ==== =======
(7) Inventories
September 30, June 30,
2003 2003
Raw materials $ 9.4 $ 9.3
Work-in-progress 3.4 6.2
Finished goods 188.8 140.2
------- -------
Total inventories $ 201.6 $ 155.7
======= =======
The method used to value our inventories is the first-in, first-out (FIFO)
method.
(8) Investments
Available-for-Sale Marketable Securities
Marketable securities included in other noncurrent assets on the balance
sheet primarily represents 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 September 30,
2003, we had sold all of our remaining shares. The market value of these
shares as of June 30, 2003 was $0.6.
During the three-month periods ended September 30, 2003 and 2002, we sold 0.2
million shares and 1.3 million shares of LookSmart, respectively, and
recorded pre-tax gains of $0.8 and $1.4 in other (expense) income, net on the
income statement, respectively.
Investments, at Cost
During the three-month period ended September 30, 2003, we recognized a gain
of $2.7 in other (expense) income, net as a result of proceeds received in
exchange for our interest in Schoolpop, Inc., which merged into an unrelated
third party. We had written this investment down to zero in the fourth
quarter of fiscal 2002.
(9) Goodwill and Other Intangible Assets, Net
There were no changes in the carrying amount of goodwill during the
three-month period ended September 30, 2003. The carrying amount of goodwill
as of September 30, 2003 was $1,009.4 of which $686.4 was attributable to
Reader's Digest North America and $323.0 was attributable to Consumer
Business Services. We tested our goodwill for impairment in the third
quarter of 2003 (our designated annual period) and determined that no
impairment existed with respect to our holdings at that time. We will
evaluate the carrying amount of goodwill for recoverability during the third
quarter of 2004 and, if necessary, adjust the carrying value of our goodwill
at that time.
The following categories of acquired intangible assets are included in other
intangible assets, net as of September 30, 2003 and June 30, 2003:
September 30, 2003 June 30, 2003
Gross Net Gross Net
Intangible assets with indefinite lives:
Tradenames $ 89.7 $ 89.7 $ 89.7 $ 89.7
Intangible assets with finite lives:
Licensing agreements 56.1 40.7 54.8 41.0
Customer lists 137.8 73.2 137.8 81.6
Other tradenames and
noncompete agreements 3.0 -- 3.0 --
-------- -------- -------- --------
Total intangible assets $ 286.6 $ 203.6 $ 285.3 $ 212.3
======== ======== ======== ========
Amortization related to intangible assets with finite lives amounted to $9.9
and $9.8 for the three-month periods ended September 30, 2003 and 2002,
respectively. Our licensing agreement (discussed below) 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 2004 - $39.5; fiscal 2005 - $36.9; fiscal 2006 - $15.9;
fiscal 2007 - $10.5 and fiscal 2008 - $5.7.
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 to
extend the term of the original agreement by 10 years, reduce the annual
minimum tonnage purchase requirements, favorably adjust pricing and permit
QSP to sell World's Finest Chocolate products through marketing channels
other than fundraising, under specified circumstances. In connection with
these amended terms, QSP paid World's Finest Chocolate $10.5 in 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 7
to 17 years (the remaining period of the amended agreement).
The approximate annual minimum purchase amounts under the amended agreement
are: fiscal 2004 - $55.0; fiscal 2005 - $59.0; fiscal 2006 - $61.0; fiscal
2007 - $62.0; and approximately $69.0 per year from fiscal 2008 to fiscal
2020. The amounts are estimates based on minimum tonnage requirements and
nominal price increases as stipulated in the amended agreement.
(10) Debt
As described in Note 11 to the Consolidated Financial Statements included in
our 2003 Annual Report to Stockholders, our borrowings consist principally of
proceeds from the Term Loan Agreement (Term Loan) and our Five-Year Revolving
Credit and Competitive Advance Facility Agreement (Five-Year Facility). (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 three-month period ended September 30, 2003, we repaid $18.1 of
principal related to the Term Loan (consisting of $7.3 in scheduled mandatory
repayments and $10.8 in additional mandatory repayments pursuant to an excess
cash flow calculation performed annually). The Term Loan requires us to make
scheduled principal repayments of $7.3 per quarter during 2004 and increasing
principal repayments thereafter. This amount is continually adjusted as we
continue to make voluntary and additional mandatory repayments. In addition,
we are required to perform a calculation in the first quarter of every fiscal
year (based on an excess cash flow calculation outlined in the Term Loan) to
determine any potential additional mandatory repayments. As of September 30,
2003, we had $847.2 of outstanding borrowings under the Term Loan and $105.0
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-month periods ended September 30, 2003 and
2002 was $11.6 and $12.9, respectively. Interest income on cash balances was
$1.0 and $1.6 for the three-month periods ended September 30, 2003 and 2002,
respectively. The weighted average interest rate on our borrowings for the
three-month periods ended September 30, 2003 and 2002 was 4.0% and 4.3%,
respectively.
(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. A
significant portion of our risk is associated with foreign exchange rate
fluctuations of the euro. We purchase foreign currency option and forward
contracts to minimize the effect of fluctuating foreign currencies on
specifically identifiable, anticipated transactions.
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-month period ended September 30, 2003, the
fair value of our interest rate cap increased, resulting in a nominal gain,
net of tax. For the three-month period ended September 30, 2002, the fair
value of our interest rate cap decreased, resulting in a loss of $(0.6), net
of deferred taxes of $0.3. 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.
There were no cash flow hedges discontinued during the three-month periods
ended September 30, 2003 and 2002.
(12) Share Repurchase Authorization
As of September 30, 2003, under various share repurchase authorizations
(announced during 2000, 2001 and 2002), we have repurchased 8.6 million
shares of our Class A Nonvoting Common Stock for approximately $231.7 in
previous periods. In May 2001 we announced a $250.0 share repurchase
authorization, of which $186.0 remains as of September 30, 2003. Under the
2002 Credit Agreements, we are prohibited from repurchasing our Common Stock
until our credit ratings are investment grade (see Note 10, Debt, for
additional information).
In addition, on December 13, 2002 we repurchased 4.6 million shares for
approximately $100.0, plus capitalizable acquisition costs of $1.7 in
connection with the recapitalization transactions.
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)
Unless otherwise indicated, references in Management's Discussion and
Analysis to "we," "our" and "us" are to The Reader's Digest Association, Inc.
and its subsidiaries. All references to 2004 and 2003, unless otherwise
indicated, are to fiscal 2004 and fiscal 2003, 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 September 30, 2003, Compared With Three-Month Period
Ended September 30, 2002
Results of Operations: Company-Wide
In connection with restructuring actions announced in the third and fourth
quarters of 2003, in the first quarter of 2004 we began to execute a plan to
achieve sustainable revenue and profit growth by fiscal 2005. In order to
achieve this plan, we implemented a series of strategic actions including
reducing activity in certain international markets, reducing headcount,
reducing the rate base for Reader's Digest magazine in the United States and
other cost-reduction initiatives. In addition, we began to make investments
in each of our reportable segments.
Revenues
Revenues for the first quarter of 2004 decreased 4% to $495, compared with
$517 for the first quarter of 2003. Excluding the impact of foreign currency
translation, revenues decreased 8%. The decline in revenues was attributable
to declines in International Businesses, Reader's Digest North America and,
to a much lesser extent, Consumer Business Services.
Revenues for International Businesses declined for all products in a majority
of our markets. The most significant declines during the first quarter of
2004 were in France, Germany, Australia, Asia, Mexico and the United
Kingdom. The principal reasons for the decline include strategic reductions
in mail quantities to eliminate the unfavorable effect of the intensity of
our mailings on our response rates and smaller universes of active promotable
customers. These declines were partially offset by increased revenues in
certain markets due to the introduction of new products.
The decline in revenues for Reader's Digest North America was driven by lower
advertising and circulation revenues for Reader's Digest magazine partially
attributable to the January 2003 reduction in the rate base. In addition,
newsstand revenues for Reader's Digest magazine and certain Reiman magazines
also declined. Revenues for U.S. Books and Home Entertainment were lower due
to lower membership in series products. These declines were partially offset
by the addition of revenues from new products in the Home and Health affinity
and revenues from RD Specials.
The slight decline in revenues for Consumer Business Services was driven by
lower revenues for Books Are Fun and, to a lesser extent, for QSP. Revenues
at Books Are Fun declined principally due to lower average sales per event
and fewer events held. These declines were partially offset by improved
results for Trade Publishing.
Operating (Loss) Profit
Operating loss for the first quarter of 2004 was $(13), compared with an
operating profit of $2 for the first quarter of 2003. One item affecting the
comparability of results was income of $3 recognized in the first quarter of
2003 following settlement of a lawsuit. In addition, the decline in results
was driven by increased Corporate Unallocated expenses because of lower net
pension income (from our overfunded U.S. pension plans) and increased costs
associated with postretirement healthcare benefits and restricted stock
grants. Operating results also declined for our Consumer Business Services
and International Businesses operating segments. These declines were
partially offset by increased profit for Reader's Digest North America.
In the Consumer Business Services segment, the decline in operating results
was principally attributable to lower sales and increases in certain costs at
Books Are Fun. For International Businesses, the increased operating loss
was principally a result of the decline in revenues, the effect of which was
partially offset by lower promotion costs and the impact of cost-reduction
initiatives.
Partially offsetting these declines in profit was an improvement in results
for Reader's Digest North America, primarily due to lower promotion and
fulfillment costs for U.S. Books and Home Entertainment and lower promotion,
fulfillment and agent costs for Reader's Digest magazine that resulted from
the January 2003 reduction in the rate base.
Other (Expense) Income, Net
Other (expense) income, net decreased 25% to $(8) in the first quarter of
2004, compared with $(10) in the first quarter of 2003. The primary changes
were:
- A gain of $3 from proceeds received in exchange for our interest in
Schoolpop, Inc., which merged into an unrelated third party. We had
written this investment down to zero in the fourth quarter of fiscal
2002.
- Lower interest expense of $1 due to lower interest rates. The weighted
average interest rate on our borrowings was 4.0% and 4.3% for the
three-month periods ended September 30, 2003 and 2002, respectively.
- Lower sales of shares of LookSmart, Ltd. of $1. The sale of these
shares represents the complete liquidation of our investment in
LookSmart.
- Lower interest income of $1 due to higher cash balances in the first
quarter of 2003 than in the first quarter of 2004.
Income Taxes
The effective tax rate for the first quarters of both 2004 and 2003 was 36%.
Net Loss and Loss Per Share
For the first quarter of 2004, the net loss was $(13), or $(0.14) for both
basic and diluted loss per share, compared with a net loss of $(5), or
$(0.05) for both basic and diluted loss per share, in the first quarter of
2003. For the first quarters of both 2004 and 2003, the effect of
potentially dilutive shares was not considered in the calculation of loss per
share because such shares would have been anti-dilutive.
Results of Operations: Operating Segments
Three-month periods ended
September 30,
2003 2002
Revenues
Reader's Digest North America $ 200 $ 208
International Businesses 216 229
Consumer Business Services 85 86
Intercompany eliminations (6) (6)
----- -----
Total revenues $ 495 $ 517
===== =====
Operating (loss) profit
Reader's Digest North America $ 12 $ 10
International Businesses (1) 1
Consumer Business Services (14) (10)
Corporate Unallocated(1) (10) (2)
Other operating items, net(2) -- 3
----- -----
Operating (loss) profit $ (13) $ 2
===== =====
Intercompany eliminations
Reader's Digest North America $ -- $ (1)
International Businesses (1) (1)
Consumer Business Services (5) (4)
----- -----
Total intercompany eliminations $ (6) $ (6)
===== =====
(1) Corporate Unallocated includes expenses for the cost of governance and
centrally managed expenses, as well as the accounting for U.S. pension
plans, post-retirement healthcare costs, and executive
compensation programs that are not allocated to the operating
segments. Governance and centrally managed expenses include
costs for departments such as corporate finance, general
corporate management, investor relations, legal, public
relations and treasury and for related information technology
and facility costs incurred by these departments.
(2) Other operating items, net in 2003 consist primarily of net adjustments
to litigation-related accrual balances following settlement of
a lawsuit in the first quarter of 2003.
Reader's Digest North America
Revenues for Reader's Digest North America for the first quarter of 2004
declined 4% to $200, compared with $208 for the first quarter of 2003.
Excluding the impact of foreign currency translation, revenues declined 5%.
The decline in revenues was principally attributable to Reader's Digest
magazine and our U.S. Books and Home Entertainment business, partially offset
by increased revenues from new magazine products.
The decline in revenues for Reader's Digest magazine was driven by lower
advertising and circulation revenues. The decline in advertising revenues
was driven by a lower rate per page and by fewer advertising pages as a
result of softness in advertising and because of the January 2003 reduction
in the rate base for Reader's Digest magazine. The decline in circulation
revenues was driven by a decline in renewal pools, partially offset by the
addition of new subscribers at lower introductory rates and by lower
newsstand sales.
The decline in revenues for U.S. Books and Home Entertainment was driven by
lower membership in Select Editions due to a smaller universe of active
promotable customers, partially offset by higher pricing. In addition, lower
music product sales due to a stronger product offering in the first quarter
of 2003 contributed to the decline.
Revenues at Reiman were flat when compared with the first quarter of 2003.
Revenues were lower because of lower newsstand sales of certain magazines,
higher book returns, lower response rates for certain magazine promotions and
lower sales of ancillary products. Offsetting these lower revenues was a
shift in the timing of certain book sales, which affected the comparability
of results between the current quarter and the prior year quarter.
The decline in revenues for Reader's Digest magazine and U.S. Books and Home
Entertainment was partially offset by increased revenues from new book
products in the Home and Health affinity and revenues from RD Specials, a
newsstand product introduced in the second quarter of 2003.
Operating profit for this segment in the first quarter of 2004 increased 14%
to $12, compared with $10 for the first quarter of 2003. Excluding the
impact of foreign currency translation, profit increased 8%. The improvement
in profit was attributable to lower promotion and fulfillment costs for U.S.
Books and Home Entertainment that resulted from reduced activity; lower
promotion, fulfillment and agent costs due to the January 2003 reduction in
the rate base for Reader's Digest magazine; and the impact of cost-reduction
measures. In addition, higher profits in Canada contributed to the
increase. These improvements were partially offset by weaker profits at
Reiman as a result of increased promotion costs to drive new customer
acquisition.
International Businesses
Revenues for International Businesses for the first quarter of 2004 declined
6% to $216, compared with $229 for the first quarter of 2003. Excluding the
impact of foreign currency translation, revenues declined 13%. The revenue
decline was apparent in all products and was driven by several factors,
including strategic reductions in mail quantities to eliminate the
unfavorable effect of the intensity of our mailings on our response rates and
a smaller active customer base. In addition, lower active membership in some
series products and lower overall response rates to our mailings contributed
to the decline. The markets most significantly affected by these issues
include France, Germany, Australia, Asia, Mexico and the United Kingdom.
Revenues in France were also adversely affected by a postal strike.
Partially offsetting these declines were improved revenues in Poland
(attributable to increased response rates to our mailings), the benefits of
new products in certain markets, and lower product return rates, particularly
in Germany.
Operating loss for this segment for the first quarter of 2004 was $(1),
compared with a profit of $1 in the first quarter of 2003. The decline in
profitability was driven by the revenue changes described above, partially
offset by lower promotion costs and the impact of cost-reduction measures.
Consumer Business Services
Revenues for Consumer Business Services for the first quarter of 2004
declined to $85, compared with $86 for the first quarter of 2003. The
decline was primarily driven by lower revenues at Books Are Fun and, to a
lesser extent, at QSP. These declines were largely offset by increased
revenues for Trade Publishing.
The decline in revenues at Books Are Fun was attributable to a combination of
lower average sales per event and fewer events held. The decline in the
average sales per event was principally driven by a lower mix of higher
priced products sold. The decrease in the number of events held was
primarily because of turnover in the sales force, especially for business
events, partially offset by increases in sales force recruiting efforts.
These declines were partially offset by increased revenues from new product
lines.
The slight decline in revenues at QSP was driven by lower food and magazine
volumes, partially offset by a higher pricing mix. The decline in volume was
from a shift in the timing of processing certain orders from the first
quarter of 2004 to the second quarter of 2004 and because of lower sales per
school early in the season.
These declines were partially offset by an increase in revenues in our Trade
Publishing business due to increased product sales through Books Are Fun.
Operating loss for this segment for the first quarter of 2004 increased to
$(14), compared with $(10) in the first quarter of 2003. The increased loss
was driven by losses at Books Are Fun attributable to the revenue changes
described above and by investments to increase sales force recruitment at
both Books Are Fun and QSP. In addition, increased freight costs at Books
Are Fun contributed to the decline. These declines were partially offset by
lower operating costs at QSP as a result of the outsourcing of certain
functions in the second quarter of 2003 and the impact of other
cost-reduction measures.
Forward-Looking Information
Fiscal 2004 Results
In early 2004, we began to implement a two-year plan to achieve sustainable
revenue and profit growth by fiscal 2005. The major components of the plan,
some of which were previously announced, include more than $20 million of
incremental investment spending as well as significant cost reductions
intended to result in $70 million in annual savings. As outlined in the
plan, quarter-to-quarter comparisons were expected to be down in the first
half of 2004, as re-engineering and cost-reduction efforts are implemented to
offset negative revenue trends and planned marketing activity reductions.
The first half of 2004 is also expected to be adversely affected by a
reduction in U.S. pension income and the timing of some investment spending.
The benefit of the cost reductions should begin to materialize during the
second half of 2004. We continue to expect that full-year earnings per share
will be in the range of $0.75 to $0.85 in 2004 and higher in fiscal 2005.
Liquidity and Capital Resources
Three-month
period ended
September 30, 2003
Cash and cash equivalents at June 30, 2003 $ 51
Net change in cash due to:
Operating activities (69)
Investing activities (2)
Financing activities 82
Effect of exchange rate changes on cash and cash equivalents 1
-----
Net change in cash and cash equivalents 12
Cash and cash equivalents at September 30, 2003 $ 63
=====
Cash and cash equivalents increased 22% to $63 as of September 30, 2003,
compared with $51 as of June 30, 2003. The increase in cash flow was
principally attributable to the proceeds from short-term borrowings to
finance cash flow requirements in anticipation of the second quarter of 2004,
our peak-selling season. In addition, unearned revenues increased due to an
increase in book product shipments at Reiman. Uses of cash during the first
quarter of 2004 included:
- A build-up of inventory at Books Are Fun and QSP prior to the second
quarter peak-selling season.
- A net increase in other current and noncurrent assets and liabilities as
a result of commission advances made to the sales force at QSP and
increased promotion spending.
- Higher accounts receivable balances at QSP, as a majority of their first
quarter revenues were generated in late September, and at Reiman, from
the timing of renewal promotions.
- Mandatory repayments of $18 of principal related to the Term Loan
(described below).
- Cash payments related to our restructuring programs announced in the
third and fourth quarters of 2003.
- Employee incentive payments made in the first quarter of 2004 which were
earned in 2003.
Debt
As described in Note 11 to the Consolidated Financial Statements included in
our 2003 Annual Report to Stockholders, our borrowings principally comprise
the $950 Term Loan Agreement (Term Loan) and the Five-Year Revolving Credit
and Competitive Advance Facility Agreement (Five-Year Facility) (collectively
referred to as the 2002 Credit Agreements). The maximum borrowing allowed
under the Five-Year Facility is $193. During the first quarter of 2004, we
repaid $18 of principal related to the Term Loan (consisting of $7 in
scheduled mandatory repayments and $11 in additional mandatory repayments
pursuant to an excess cash flow calculation performed annually) and borrowed
$105 under the Five-Year Facility. The Term Loan requires us to make
scheduled principal repayments of $7 per quarter during 2004 and increasing
principal repayments thereafter. This amount is continually adjusted as we
continue to make voluntary and additional mandatory repayments. In addition,
we are required to perform a calculation in the first quarter of every fiscal
year (based on an excess cash flow calculation outlined in the Term Loan) to
determine any potential additional mandatory repayments. The weighted
average interest rate on our borrowings for the three-month period ended
September 30, 2003 was 4.0%. During the first quarter of 2004 Standard &
Poor's reduced our credit rating to BB from BB+. As a result, the interest
rate charged on outstanding borrowings under the 2002 Credit Agreements will
increase 25 basis points. This increase is effective beginning the second
quarter of 2004.
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.
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, debt service 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. FIN
No. 46 introduced 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.
On May 15, 2003, the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 150, Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity. SFAS No. 150
establishes standards for classifying certain financial instruments that
represent obligations, yet also have characteristics similar to equity
instruments. Specifically, SFAS No. 150 addresses the accounting for
instruments such as mandatorily redeemable securities, certain option
contracts and obligations to be settled in shares.
As of July 1, 2003 we have adopted FIN No. 46 and SFAS No. 150. Adoption of
these standards did not have a material impact on our operating results.
*****
This report contains "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.
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,
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 and direct sales industries, 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;
- - the effects of economic and political changes in the markets where we
compete;
- - the effects of weather in limiting access to consumers; and
- - the economic effects of terrorist activity and related events,
especially those limiting access to consumers and otherwise affecting the
direct marketing and direct sales industries.
We do not undertake to update any forward-looking statements.
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-15(e) and
15d-15(e) 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
31.1 Certification of Chief Executive Officer of The Reader's Digest
Association, Inc. pursuant to rule 13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934.
31.2 Certification of Chief Financial Officer of The Reader's Digest
Association, Inc. pursuant to rule 13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934.
32 Certifications of Chief Executive Officer and Chief Financial
Officer of The Reader's Digest Association, Inc. pursuant to rule
13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934.
(b) Reports on Form 8-K
During the three-month period ended September 30, 2003, we filed the
following Current Reports on Form 8-K.
- Current Report on Form 8-K dated July 23, 2003, Item 5.
- Current Report on Form 8-K/A dated July 23, 2003, Item 5.
- Current Report on Form 8-K dated July 30, 2003, Items 9 and 12.
- Current Report on Form 8-K/A dated July 31, 2003, Items 9 and 12.
- Current Report on Form 8-K dated August 21, 2003, Item 5.
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: November 6, 2003 By: /s/ THOMAS D. BARRY
Thomas D. Barry
Vice President and Corporate Controller
(chief accounting officer and
authorized signatory)