WILEY JOHN & SONS INC
10-Q, 2000-03-13
BOOKS: PUBLISHING OR PUBLISHING & PRINTING
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q


[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
              OF THE SECURITIES EXCHANGE ACT 1934

For the quarterly period ended January 31, 2000     Commission File No. 1-11507

                                       OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
              OF THE SECURITIES ACT OF 1934
            For the transition period from to

                   JOHN WILEY & SONS, INC.
    (Exact name of Registrant as specified in its charter)

NEW YORK                                                        13-5593032
- -------------------------------                                 ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

605 THIRD AVENUE, NEW YORK, NY                                  10158-0012
- ------------------------------                                  ----------
(Address of principal executive offices)                        Zip Code

Registrant's telephone number, including area code              (212) 850-6000
                                                                --------------

                            NOT APPLICABLE
           Former name, former address, and former fiscal year,
                          if changed since last report

Indicate  by check  mark,  whether  the  Registrant  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
YES  [X]  NO   [  ]

The number of shares  outstanding  of each of the Registrant's  classes of
common stock as of January 31, 2000 were:

                     Class A, par value $1.00 -  49,005,586
                     Class B, par Value $1.00 - 11,949,656

                 This is the first page of a 16 page document


<PAGE>



                             JOHN WILEY & SONS, INC.

                                      INDEX





PART I - FINANCIAL INFORMATION                                      PAGE NO.

Item 1.    Financial Statements.

           Condensed Consolidated Statements of Financial Position - Unaudited
              as of January 31, 2000 and 1999 and April 30, 1999.............. 3

           Condensed Consolidated Statements of Income - Unaudited
              for the Three and Nine Months ended January 31, 2000 and 1999..  4

           Condensed Consolidated Statements of Cash Flow - Unaudited
              for the Three and Nine Months ended January 31, 2000 and 1999..  5

           Notes to Unaudited Condensed Consolidated Financial Statements... 6-9

Item 2.    Management's Discussion and Analysis of Financial
              Condition and Results of Operations......................... 10-13

Item 3.    Quantitative and Qualitative Disclosure About Market Risk..........14

PART II - OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K.................................. 15

"Safe Harbor" Statement under the
     Private Securities Litigation Reform Act of 1995........................ 15

SIGNATURES................................................................... 16

EXHIBITS

27         Financial Data Schedule


<PAGE>
<TABLE>
<CAPTION>



                                                  JOHN WILEY & SONS, INC. AND SUBSIDIARIES
                                          CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                                                               (In thousands)

                                                                                        (UNAUDITED)
                                                                                        January 31,                     April 30,
                                                                      -----------------------------------------
 Assets                                                                         2000                  1999                1999
                                                                       -------------------     -----------------    ---------------
<S>                                                                            <C>                   <C>                    <C>

 Current Asset
      Cash  and cash equivalents                                  $           82,070               182,700  $         148,970
      Accounts receivable                                                     87,299                80,129             53,785
      Inventories                                                             39,884                41,306             40,003
      Deferred income tax benefits                                             3,857                   446              3,865
      Prepaid expenses                                                         6,108                 6,254              9,347
                                                                         ----------------     -----------------    ---------------
                     Total Current Assets                                    219,218               310,835            255,970

 Product Development Assets                                                   40,310                36,938             38,099
 Property and Equipment                                                       35,452                33,792             34,726
 Intangible Assets                                                           305,965               177,531            174,911
 Deferred Income Tax Benefits                                                 10,144                14,180             13,001
 Other Assets                                                                 13,374                11,296             11,845
                                                                      ------------------------------------------------------------
                     Total Assets                                  $         624,463               584,572  $         528,552
                                                                      ============================================================

 Liabilities & Shareholders' Equity
 Current Liabilities
     Notes payable and current portion of long-term debt           $          30,000                  -     $            -
     Accounts and royalties payable                                           72,910                60,048             34,708
     Deferred subscription revenues                                          139,343               139,327            110,143
     Accrued income taxes                                                      9,921                 4,369              3,356
     Other accrued liabilities                                                54,766                44,101             46,893
                                                                        ---------------------------------------------------------
                     Total Current Liabilities                               306,940               247,845            195,100

 Long-Term Debt                                                               95,000               125,000            125,000
 Other Long-Term Liabilities                                                  32,372                28,843             30,271
 Deferred Income Taxes                                                        16,476                16,770             15,969

 Shareholders' Equity                                                        173,675               166,114            162,212

                                                                      ------------------------------------------------------------
                     Total Liabilities & Shareholders' Equity      $         624,463               584,572  $         528,552
                                                                      ============================================================




</TABLE>
The  accompanying  Notes  are an  integral  part of the  condensed  consolidated
financial statements.
<PAGE>
<TABLE>
<CAPTION>



                                                              JOHN WILEY & SONS, INC AND SUBSIDIARIES
                                                          CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED
                                                               (In thousands except per share information)

                                                                        Three Months                             Nine Months
                                                                      Ended January 31,                       Ended January 31,
                                                     ---------------------------------------   -------------------------------------
                                                               2000              1999                  2000               1999
                                                     --------------------   ----------------   -------------------   ---------------
<S>                                                             <C>                 <C>                 <C>               <C>

         Revenues                                    $           158,394            137,976    $          445,712           383,707

         Costs and Expenses
              Cost of sales                                       52,861             48,592               149,675           133,162
              Operating and administrative expenses               72,676             65,671               207,995           189,843
              Amortization of intangibles                          4,371              2,431                12,073             7,048
                                                     --------------------   ----------------   -------------------   ---------------
              Total Costs and Expenses                           129,908            116,694               369,743           330,053
                                                     --------------------   ----------------   -------------------   ---------------


         Operating Income                                         28,486             21,282                75,969            53,654

         Interest Income and Other                                   478              1,260                 1,035             3,838
         Interest Expense                                         (2,192)            (1,671)               (6,338)           (5,622)
                                                     --------------------   ----------------   -------------------   ---------------

         Interest Income (Expense) - Net                         (1,714)              (411)               (5,303)           (1,784)
                                                     --------------------   ----------------   -------------------   ---------------

         Income Before Taxes                                      26,772             20,871                70,666            51,870

         Provision For Income Taxes                               10,040              7,513                26,500            18,673

                                                    --------------------   ------------------   ------------------   ---------------

         Net Income                                  $            16,732             13,358    $           44,166            33,197
                                                     ====================   ================   ===================   ===============

         Income Per Share
              Diluted                                $              0.26               0.20    $             0.68              0.50
              Basic                                  $              0.27               0.21    $             0.72              0.53

         Cash Dividends Per Share
              Class A Common                         $          0.035625           0.031875    $         0.106875          0.095625
              Class B Common                         $          0.031875           0.028125    $         0.095625          0.084375

         Average Shares
              Diluted                                             64,242             66,049                64,951            66,486
              Basic                                               61,201             62,191                61,745            63,023

</TABLE>
The  accompanying  Notes  are an  integral  part of the  condensed  consolidated
financial statements.
<PAGE>
<TABLE>
<CAPTION>


                                              JOHN WILEY & SONS, INC. AND SUBSIDIARIES
                                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW - UNAUDITED
                                                           (In thousands)

                                                                                                      For The Nine Months
                                                                                                       Ended January 31,
                                                                                         ------------------------------------------
                                                                                                2000                   1999
                                                                                         --------------------   -------------------
<S>                                                                                              <C>                    <C>


  Operating Activities
     Net income                                                                         $              44,166                33,197
     Non-cash items                                                                                    77,277                54,102
     Net change in operating assets and liabilities                                                    22,790                38,063
                                                                                          --------------------   -------------------
     Cash Provided by Operating Activities                                                            144,233               125,362
                                                                                          --------------------   -------------------

  Investing Activities
     Additions to product development assets                                                          (23,592)              (22,719)
     Additions to property and equipment                                                               (8,965)               (6,671)
     Acquisition of publishing assets                                                                (145,092)              (10,437)
                                                                                         --------------------   -------------------
     Cash Used in Investing Activities                                                               (177,649)              (39,827)
                                                                                         --------------------   -------------------

  Financing Activities
     Purchase of treasury shares                                                                      (27,093)              (25,055)
     Cash dividends                                                                                    (6,477)               (5,919)
     Proceeds from exercise of stock options                                                            1,147                 1,191
                                                                                         --------------------   -------------------
     Cash Used for Financing Activities                                                               (32,423)              (29,783)
                                                                                         --------------------   -------------------

  Effects of Exchange Rate Changes on Cash                                                             (1,061)                 (456)
                                                                                          --------------------   -------------------

  Cash and Cash Equivalents
     Increase (Decrease) for Period                                                                   (66,900)               55,296
     Balance at Beginning of Period                                                                   148,970               127,404
                                                                                          --------------------   -------------------
     Balance at End of Period                                                           $              82,070               182,700
                                                                                          ====================   ===================

  Cash Paid During the Period for
     Interest                                                                           $               6,615                 5,895
     Income taxes                                                                       $              12,998                13,264




</TABLE>

The  accompanying  Notes  are an  integral  part of the  condensed  consolidated
financial statements.
<PAGE>

                    JOHN WILEY & SONS, INC., AND SUBSIDIARIES
               NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2000

1.   In  the  opinion  of  management,   the  accompanying  unaudited  condensed
     consolidated financial statements contain all adjustments,  consisting only
     of normal recurring adjustments,  necessary to present fairly the Company's
     consolidated  financial position as of January 31, 2000 and 1999, and April
     30, 1999,  and results of  operations  and cash flow for the periods  ended
     January 31, 2000 and 1999. These  statements  should be read in conjunction
     with  the  most  recent  audited  financial  statements  contained  in  the
     Company's Form 10-K for the fiscal year ended April 30, 1999.
2.   The results for the three and nine  months ended January 31, 2000 are not
     necessarily  indicative  of the results to be expected for the full year.
3.   A reconciliation of the shares used in the computation of income per share
     follows:

<TABLE>
<CAPTION>


                                                       Three Months                          Nine Months
                                                     Ended January 31,                    Ended January 31,
                                             ---------------------------------- -- ---------------------------------
                                                  2000               1999              2000               1999

                                             ---------------    ---------------    --------------    ---------------
<S>                                               <C>                <C>                <C>                <C>
                                                                          (thousands)
   Weighted average shares outstanding
                                                   61,726            62,995              62,268          63,809
   Less:  Unearned deferred compensation
         shares                                      (525)             (804)               (523)           (786)
                                             ---------------    ---------------    --------------    ---------------
   Shares used for basic income per share
                                                   61,201            62,191              61,745          63,023
   Dilutive effect of stock options and
         other stock awards                         3,041             3,858               3,206           3,463
                                             ---------------    ---------------    --------------   ----------------
   Shares used for diluted income per share
                                                   64,242            66,049              64,951          66,486
                                             ---------------    ---------------    --------------    ---------------
</TABLE>


4.       Inventories were as follows:


<TABLE>
<CAPTION>
                                                   January 31,                April 30,
                                         --------------------------------
                                             2000              1999              1999
                                         --------------    --------------    -------------
<S>                                          <C>                  <C>             <C>

                                                           (thousands)

     Finished goods                          $33,107            34,317            $34,485

     Work-in-process                           4,055             5,621              5,325

     Paper, cloth and other                    4,836             3,743              2,007
                                         --------------    --------------    -------------

                                              41,998            43,681             41,817

     LIFO reserve                             (2,114)           (2,375)            (1,814)
                                         --------------    --------------    -------------

     Total inventories                       $39,884            41,306            $40,003
                                         --------------    --------------    -------------

</TABLE>
<PAGE>


                    JOHN WILEY & SONS, INC., AND SUBSIDIARIES
                 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2000

5.       Comprehensive income was as follows:

<TABLE>
<CAPTION>


                                                             Three Months                         Nine Months
                                                          Ended January 31,                    Ended January 31,
                                                   ---------------------------------    --------------------------------
                                                       2000                1999             2000              1999
                                                   --------------      -------------    -------------     --------------
<S>                                                    <C>                  <C>              <C>               <C>

                                                                               (thousands)

    Net Income                                       $16,732                 13,358        $44,166            33,197
    Other Comprehensive Income (Loss) - Foreign
         Currency Translation Adjustments               (841)                    62           (854)           (1,099)
                                                   --------------      -------------    -------------     --------------

    Comprehensive Income                             $15,891                 13,420        $43,312            32,098
                                                   --------------      -------------    -------------     --------------

</TABLE>

     6.   During the current  fiscal year, the Company  acquired  certain higher
          education  titles  for  approximately  $57  million  in cash,  and the
          Jossey-Bass  publishing company for approximately $81 million in cash,
          from Pearson Inc. The higher education titles include such disciplines
          as   biology/anatomy   and   physiology,   engineering,   mathematics,
          economics/finance  and teacher education.  Jossey-Bass publishes books
          and  journals  for  professional  and  executives  in  such  areas  as
          business,  psychology and educational/health  management.  The Company
          also  acquired  the  J.K.   Lasser  tax  and   financial   guides  for
          approximately  $5 million in cash. The  acquisitions  were financed by
          available   cash  balances  and  short-term   lines  of  credit.   The
          acquisitions  have been accounted for by the purchase method,  and the
          accompanying  financial statements include the net assets acquired and
          results of operations since the dates of acquisition.  The cost of the
          acquisitions has been allocated on the basis of preliminary  estimates
          of the fair values of the assets acquired and the liabilities assumed.
          Final asset and  liability  fair values may differ based on appraisals
          and tax bases,  however,  it is anticipated  that any changes will not
          have a material effect in the aggregate on the consolidated  financial
          position  of the  Company.  The  excess of cost  over the  preliminary
          estimate of the fair value of the tangible assets acquired amounted to
          approximately $142 million, relating primarily to acquired publication
          rights and goodwill,  and is being  amortized on a straight line basis
          over  estimated  average lives ranging from 10 to 20 years.
     7.   In the  first  quarter  of  fiscal  year  2000,  the  Company  adopted
          Statement  of  Position  ("SOP")  98-1,  "Accounting  for the  Cost of
          Computer  Software  Developed or Obtained for Internal  Use" issued by
          the  American  Institute  of Certified  Public  Accountants.  SOP 98-1
          requires  that  certain  costs  incurred in  developing  or  obtaining
          internal use software be  capitalized  and  amortized  over the useful
          life of the software.  Previously,  the Company expensed most of these
          costs  as  incurred.  The  adoption  of SOP  98-1  had the  effect  of
          increasing  net income in the first nine months of fiscal year 2000 by
          approximately $1.1 million.

<PAGE>

                    JOHN WILEY & SONS, INC., AND SUBSIDIARIES
           NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2000

8.       Segment information was as follows:

<TABLE>
<CAPTION>

                                                                         Three Months Ended January 31,
                                               ------------------------------------------------------------------------------------
                                                                2000                                         1999
                                               ----------------------------------------     ---------------------------------------
<S>                                                  <C>          <C>          <C>              <C>           <C>          <C>

                                                                                   (thousands)
                                                                Inter-                                      Inter-
                                                 External       segment                        External     segment
Revenues                                         Customers       Sales          Total         Customers      Sales        Total
                                               -------------- ------------ ------------     ------------- ------------ ------------

Domestic Segments:
     Scientific, Technical, and Medical             $34,453         $164       $34,617           $32,041       $1,402      $33,443
     Professional/Trade                              35,303        6,334        41,637            28,025        3,291       31,316
     College                                         32,857        5,371        38,228            26,690        3,802       30,492
European Segment                                     34,019        3,520        37,539            34,605        2,865       37,470
Other Segments                                       21,762          182        21,944            16,615          113       16,728
Eliminations                                              0      (15,571)      (15,571)                0      (11,473)     (11,473)
                                               -------------- ------------ ------------     ------------- ------------ ------------
Total Revenues                                     $158,394           $0      $158,394          $137,976           $0     $137,976
                                               -------------- ------------ ------------     ------------- ------------ ------------

Direct Contribution to Profit
Domestic Segments:
     Scientific, Technical, and Medical                                        $13,779                                     $12,996
     Professional/Trade                                                          8,855                                       8,069
     College                                                                    13,545                                      10,074
European Segment                                                                12,305                                      10,266
Other Segments                                                                   6,076                                       4,135
                                                                           ------------                                ------------
Total Direct Contribution to Profit                                             54,560                                      45,540

Shared Services and Admin. Costs                                               (26,074)                                    (24,258)
                                                                           ------------                                ------------

Operating Income                                                                28,486                                      21,282

Interest Expense - Net                                                          (1,714)                                       (411)
                                                                           ------------                                ------------

Income Before Taxes                                                            $26,772                                     $20,871
                                                                           ------------                                ------------

</TABLE>

<PAGE>


                    JOHN WILEY & SONS, INC., AND SUBSIDIARIES
           NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2000

<TABLE>
<CAPTION>


                                                                           Nine Months Ended January 31,
                                             --------------------------------------------------------------------------------------
                                                               2000                                         1999
                                             -----------------------------------------     ----------------------------------------
<S>                                               <C>           <C>        <C>                   <C>         <C>             <C>

                                                                                    (thousands)
                                                                Inter-                                        Inter-
                                                 External       segment                        External       segment
Revenues                                         Customers       Sales        Total            Customers       Sales        Total
                                              -------------- ------------ -------------     -------------- ------------ ------------

Domestic Segments:
     Scientific, Technical, and Medical           $102,415        $3,149      $105,564           $93,349       $4,357       $97,706
     Professional/Trade                             98,027        12,951       110,978            74,574        9,823        84,397
     College                                        91,474        16,801       108,275            74,282       12,493        86,775
European Segment                                   101,141         7,915       109,056            99,759        7,850       107,609
Other Segments                                      52,655           460        53,115            41,743          356        42,099
Eliminations                                             0       (41,276)      (41,276)                0      (34,879)      (34,879)
                                              -------------- ------------ -------------     -------------- ------------ ------------
Total Revenues                                    $445,712            $0      $445,712          $383,707           $0      $383,707
                                              -------------- ------------ -------------     -------------- ------------ ------------

Direct Contribution to Profit
Domestic Segments:
     Scientific, Technical, and Medical                                        $43,940                                      $38,422
     Professional/Trade                                                         22,154                                       18,754
     College                                                                    37,279                                       25,648
European Segment                                                                33,471                                       32,482
Other Segments                                                                  11,210                                        7,348
                                                                          -------------                                 ------------
Total Direct Contribution to Profit                                            148,054                                      122,654

Shared Services and Admin. Costs                                               (72,085)                                     (69,000)
                                                                          -------------                                 ------------

Operating Income                                                                75,969                                       53,654

Interest Expense - Net                                                          (5,303)                                      (1,784)
                                                                          -------------                                 ------------

Income Before Taxes                                                            $70,666                                      $51,870
                                                                          -------------                                 ------------

</TABLE>

As a result of recent  acquisitions,  total  assets  for the  Professional/Trade
segment and College  segment  increased to  approximately  $167 million and $107
million, respectively.

<PAGE>

     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
     OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                   JANUARY 31, 2000


FINANCIAL CONDITION

     Operating  activities  for the first nine  months of fiscal  2000  provided
     $144.2  million  of cash,  or $18.9  million  more  than the  prior  year's
     comparable  period. The generation of cash during this period is consistent
     with the  seasonality  of the  journal  subscription  receipts  cycle which
     occurs,  for the most part,  in the third  quarter of the fiscal year.  The
     increase  over the prior  year was  primarily  due to higher net income and
     payable balances, offset to some extent by higher receivable balances.

     Investing  activities used $177.6 million during the current  year-to-date,
     or $137.8  million more than the  comparable  prior year's  period,  as the
     Company   continued  to  expand  its  core  publishing   programs   through
     acquisitions including the Jossey-Bass  publishing company,  certain higher
     education  titles and the J.K.  Lasser tax and  financial  guides,  as more
     fully described in note 6.

     Financing  activities primarily reflect the purchase of treasury shares and
     dividend payments.

RESULTS OF OPERATIONS
THIRD QUARTER ENDED JANUARY 31, 2000

     Revenues for the third quarter advanced 15% to $158.4 million compared with
     $138.0 million in the prior year. Revenues were adversely affected somewhat
     by foreign currency  translation due to the strong U.S.  dollar.  Excluding
     the  acquisitions  completed during the current fiscal year and the adverse
     foreign  currency  translation  effects,  as noted above,  organic  revenue
     growth for the quarter was  approximately 6% over the comparable prior year
     period.  Operating  income for the current  quarter  increased 34% to $28.5
     million, compared with $21.3 million in the prior year. Net income advanced
     25% to $16.7 million.  Diluted earnings per share advanced 30% to $0.26 for
     the quarter compared with $0.20 in the prior year's third quarter.

     The  Company's  overall  strategy  of  gaining  market  share  in its  core
     businesses by growing organically and through targeted acquisitions,  while
     at the same time improving  margins,  is working.  The Company continues to
     invest in new  technologies  as it accelerates its migration to the digital
     world.

     Cost of sales as a percentage of revenues  declined to 33.4%  compared with
     35.2% in the prior year's third quarter. Operating expenses as a percentage
     of revenues  declined to 45.9% in the current  quarter,  down from 47.6% in
     the  prior  year's  third   quarter  due  to  synergies   achieved  on  the
     acquisitions.  The  operating  margin  improved  to  18.0%  in the  current
     quarter, compared with 15.4% in the prior year's third quarter.

     Interest expense-net increased $1.3 million, as a result of financing costs
     related to the  acquisitions  completed  during the year. The effective tax
     rate was 37.5% in the current quarter, compared with 36% in the prior year.


<PAGE>
       SEGMENT RESULTS

       Domestic  Professional/Trade  segment revenues advanced 33% for the third
       quarter  over the prior  year,  benefiting  from recent  acquisitions  of
       Jossey-Bass,  a San Francisco-based  professional publisher, and the J.K.
       Lasser  tax and  financial  guides,  as well as strong  backlist  titles,
       including  increased  demand from online Internet  suppliers.  The direct
       contribution  to profit  advanced  10%.  The direct  contribution  margin
       declined  from  25.8% in the prior  year's  third  quarter  to 21.3% as a
       result  of  one-time  integration  costs  related  to  the  current  year
       acquisitions.  The Professional/Trade business is taking advantage of the
       dramatic  growth of  e-commerce.  Online  selling plays to the division's
       strength  as  a  niche  publisher  with  a  deep  backlist   serving  the
       professional  needs of its  customers.  There  is a  growing  demand  for
       electronic  products  among  the  professional  markets  that it  serves,
       notably computing,  accounting, finance, psychology and architecture. The
       division is  capitalizing  on these  opportunities  with a combination of
       print  and  web-based  products  and  services,  as well as  through  the
       formation  of  strategic  alliances.  During the  quarter,  the  domestic
       professional/trade  business  launched Wiley Virtual CPA Exam Review,  an
       interactive  multimedia course on the Web which is based on the Company's
       well known Delaney CPA Examination Review. This  subscription-based  24/7
       learning  environment  uses  streaming  video  and  audio  lectures  with
       self-assessment tests and extensive graphics.  The Wiley Virtual CPA Exam
       Review is only one example of the Professional/Trade segments strategy to
       leverage the deep reservoir of "must have" content on the Internet.

       Domestic College segment revenues  increased 25% for the quarter compared
       with the prior  year,  primarily  related to the  acquisition  of certain
       higher education  titles during the year, as well as a strong  frontlist.
       The  direct   contribution  to  profit  increased  34%,  and  the  direct
       contribution margin improved to 35.4% during the current quarter compared
       with 33.0% in the prior  year's  third  quarter.  The college  publishing
       market is as robust as it has been  during the past  decade.  The College
       segment continued to invest in new  technological  tools to help teachers
       teach and students  learn.  For example,  through  alliances  the College
       segment is providing web-based course management tools for professors and
       online tutorial,  quiz and homework management tools for students.  Every
       major  college  textbook  now  has a  technology  component  designed  to
       facilitate  teaching  and  learning.  The College  business  has over 300
       web-sites  serving the needs of professors and students.  These web-sites
       are being  redesigned  to  generate  content  dynamically  from  existing
       databases,  as well as linking  them to key portals.  Alliances  are also
       being formed to provide many of our  top-selling  textbooks in the e-book
       format.

       Domestic  Scientific,  Technical and Medical (STM) revenues increased 4%,
       for the third  quarter  compared  with the prior  year  mainly due to the
       subscription  journals  business.   The  direct  contribution  to  profit
       increased  6%. The direct  contribution  margin was 39.8% in the  current
       quarter  compared  with 38.9% in the prior year's second  quarter.  Wiley
       InterScience,  the  Company's  web-based  service,  is being  expanded by
       adding the content of some of our best-selling  major reference works and
       increasing the number of dedicated  sales staff.  The investment in Wiley
       InterScience  is beginning to pay off.  Customers  such as OhioLink,  the
       University of California  system's  California  Digital Library,  Hoffman
       LaRoche,  Glaxo Wellcome, the University of Toronto and the University of
       Hong Kong have signed  licenses that are attractive to them and to Wiley.
       CrossRef,  the  reference  linking  service,  continued  to  sign-up  new
       publishers.   Twenty-three  publishers  are  now  participating  in  this
       important  initiative  to serve  customers  better.  Wiley is a  founding
       member  of  CrossRef  and  co-developer  of the  technology  on which the
       service is based.


       European segment  revenues were essentially flat for the quarter,  as the
       translation  effects of a stronger U.S. dollar adversely impacted revenue
       growth. The direct  contribution  margin was 32.8% in the current quarter
       compared with 27.4% in the prior year's third quarter. The improvement in
       the Other segment's results of operations was due to strong local product
       revenues in Canada and  Australia  and the  strengthening  of many of the
       Asian economies.
<PAGE>

       RESULTS OF OPERATIONS
       NINE MONTHS ENDED JANUARY 31, 2000

       Revenues  for the  first  nine  months  advanced  16% to  $445.7  million
       compared  with  $383.7  million in the prior  year.  Revenues  were again
       adversely  affected  somewhat by foreign currency  translation due to the
       strong U.S.  dollar.  Excluding  the  acquisitions  completed  during the
       current fiscal year and the adverse foreign currency translation effects,
       as noted  above,  organic  revenue  growth for the first nine  months was
       approximately 7% over the comparable prior year period.  Operating income
       for the nine months  increased 42% to $76.0 million,  compared with $53.7
       million in the prior  year.  Net income  advanced  33% to $44.2  million.
       Diluted  earnings  per share  advanced  36% to $0.68  for the first  nine
       months of the year compared with $0.50 in the prior year. After financing
       costs,  the  current  year  acquisitions  were  accretive  to earnings by
       approximately $2.4 million.

       Costs of sales as a percentage  of revenues for the nine months  declined
       to 33.6% from 34.7% in the prior year. Operating expenses as a percentage
       of revenues  declined to 46.7% in the current period,  down from 49.5% in
       the  prior  year  due to  synergies  achieved  on the  acquisitions.  The
       operating  margin  improved to 17.0% in the current period  compared with
       14.0% in the prior year.

       Interest  expense-net  increased  $3.5  million as a result of  financing
       costs  related  to  the  acquisitions  completed  during  the  year.  The
       effective tax rate was 37.5% in the current period,  compared with 36% in
       the prior year.


       SEGMENT RESULTS

       Domestic  Professional/Trade  revenues  advanced  31% for the nine months
       over  the  prior  year,   benefiting  from  the  recent  acquisitions  of
       Jossey-Bass,  a San Francisco-based  professional publisher, and the J.K.
       Lasser  tax and  financial  guides,  as well as strong  backlist  titles,
       including  increased  demand from online Internet  suppliers.  The direct
       contribution  to profit  advanced  18%.  The direct  contribution  margin
       declined  from  22.2%  in  the  prior  year  to  20.0%  due  to  one-time
       integration costs related to the current year acquisitions.

       Domestic College revenues increased 25% for the nine months compared with
       the prior year,  primarily  related to the  acquisition of certain higher
       education  titles  during  the year,  as well as a strong  frontlist  The
       direct  contribution to profit increased 45%, and the direct contribution
       margin  improved to 34.4%  during the period  compared  with 29.6% in the
       prior year.

       Domestic  Scientific,  Technical and Medical (STM) revenues  increased 8%
       for the first nine months  compared with the prior year mainly due to the
       subscription  journals  business.   The  direct  contribution  to  profit
       increased  14%. The direct  contribution  margin was 41.6% in the current
       period compared with 39.3% in the prior year.

       European segment revenues  increased 1%, as the translation  effects of a
       stronger  U.S.  dollar  adversely  impacted  revenue  growth.  The direct
       contribution  margin was 30.7% in the current period  compared with 30.2%
       in the prior year.  The  improvement  in the Other  segment's  results of
       operations  was due to strong local  product in Canada and  Australia and
       the strengthening of many of the Asian economies.
<PAGE>

       NEW ACCOUNTING STANDARDS

       The Financial  Accounting  Standards Board issued  Statement of Financial
       Accounting   Standards   ("SFAS")  No.  133  "Accounting  for  Derivative
       Instruments and Hedging  Activities",  which specifies the accounting and
       disclosure  requirements for such  instruments,  and is effective for the
       Company's  fiscal year beginning on May 1, 2001. It is  anticipated  that
       the  adoption of this new  accounting  standard  will not have a material
       effect on the consolidated financial statements of the Company.

       ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Market Risk

                  The  Company is exposed to market  risk  primarily  related to
                  interest  rates  and  foreign  exchange.  It is the  Company's
                  policy  to  monitor  these  exposures  and to  use  derivative
                  financial  instruments from time to time to reduce fluctuation
                  in earnings and cash flow when it is deemed  appropriate to do
                  so. The Company does not use derivative financial  instruments
                  for trading or speculative purposes.

         Interest Rates

                  The Company had a $125 million  variable rate  long-term  loan
                  outstanding  at January  31,  2000,  which  approximated  fair
                  value.  The weighted  average  interest rate as of January 31,
                  2000  was  approximately  6.4%.  The  Company  did not use any
                  derivative financial instruments to manage this exposure.

         Foreign Exchange Rates

                  The Company is exposed to foreign currency exchange  movements
                  primarily  in  European,   Asian,   Canadian  and   Australian
                  currencies.  Consequently,  the  Company,  from  time to time,
                  enters into  foreign  exchange  forward  contracts  as a hedge
                  against its overseas  subsidiaries'  foreign  currency  asset,
                  liability,  commitment, and anticipated transaction exposures,
                  including  intercompany  purchases.  At January 31, 2000,  the
                  Company had open foreign exchange forward  contracts  expiring
                  through April 30, 2000 as follows:
                                                               Average
                      Currency Sold          U.S. $ Value      Contract
                      ----------------      -------------    ------------
                      Canadian Dollars       $1.6 million       $.6834
                      Australian Dollars     $0.4 million       $.6612

<PAGE>

PART II - OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

           (a)      Exhibits

                    27    - Financial Data Schedule



           (b)      Reports on Form 8-K

No reports on Form 8-K were filed  during the quarter ended January 31, 2000





"Safe Harbor" Statement under the
Private Securities Litigation Reform Act of 1995
- ------------------------------------------------

This report contains certain forward-looking statements concerning the Company's
operations,  performance and financial condition.  Reliance should not be placed
on  forward-looking  statements,  as actual results may differ  materially  from
those in any forward-looking statements. Any such forward-looking statements are
based upon a number of assumptions and estimates that are inherently  subject to
uncertainties  and  contingencies,  many of which are beyond the  control of the
Company, and are subject to change based on many important factors. Such factors
include,  but are not  limited  to:  (i) the  pace,  acceptance,  and  level  of
investment in emerging new electronic technologies and products; (ii) subscriber
renewal rates for the Company's journals;  (iii) the consolidation of the retail
book  trade  market;  (iv) the  seasonal  nature  of the  Company's  educational
business  and the impact of the used book  market;  (v)  worldwide  economic and
political  conditions;  and (vi) other factors detailed from time to time in the
Company's  filings  with the  Securities  and Exchange  Commission.  The Company
undertakes no obligation to update or revise any such forward-looking statements
to reflect subsequent events or circumstances.




<PAGE>



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





                              JOHN WILEY & SONS, INC.
                              Registrant


                              By       /s/William J. Pesce
                                       --------------
                                       William J. Pesce
                                       President and Chief Executive Officer


                              By       /s/Robert D. Wilder
                                       --------------
                                       Robert D. Wilder
                                       Executive Vice President and
                                       Chief Financial Officer


Dated:  March 13, 2000

<TABLE> <S> <C>

     <ARTICLE>                5
     <LEGEND>



                                   Exhibit 27
                             FINANCIAL DATA SCHEDULE

                    (Dollars in Thousands Except Per Share Data)

THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
CONSOLIDATED  STATEMENT OF FINANCIAL POSITION AND THE CONSOLIDATED  STATEMENT OF
INCOME  AND  IS  QUALIFIED  IN ITS  ENTIRETY  BY  REFERENCE  TO  SUCH  FINANCIAL
STATEMENTS.
</LEGEND>

     <CIK>                                                      0000107140
     <NAME>                                         JOHN WILEY & SONS, INC.
     <MULTIPLIER>                                                     1000

     <S>                                                            <C>
     <PERIOD-TYPE>                                                     9-MOS
     <FISCAL-YEAR-END>                                           APR-30-2000
     <PERIOD-START>                                              MAY-01-1999
     <PERIOD-END>                                                JAN-31-2000
     <CASH>                                                          $82,070
     <SECURITIES>                                                          0
     <RECEIVABLES>                                                   152,528
     <ALLOWANCES>                                                     65,229
     <INVENTORY>                                                      39,884
     <CURRENT-ASSETS>                                                219,218
     <PP&E>                                                          101,103
     <DEPRECIATION>                                                   65,651
     <TOTAL-ASSETS>                                                  624,463
     <CURRENT-LIABILITIES>                                           306,940
     <BONDS>                                                          95,000
                                                      0
                                                                0
     <COMMON>                                                         83,190
     <OTHER-SE>                                                       90,485
     <TOTAL-LIABILITY-AND-EQUITY>                                    624,463
     <SALES>                                                               0
     <TOTAL-REVENUES>                                                445,712
     <CGS>                                                           149,675
     <TOTAL-COSTS>                                                   369,743
     <OTHER-EXPENSES>                                                      0
     <LOSS-PROVISION>                                                      0
     <INTEREST-EXPENSE>                                                6,338
     <INCOME-PRETAX>                                                  70,666
     <INCOME-TAX>                                                     26,500
     <INCOME-CONTINUING>                                              44,166
     <DISCONTINUED>                                                        0
     <EXTRAORDINARY>                                                       0
     <CHANGES>                                                             0
     <NET-INCOME>                                                     44,166
     <EPS-BASIC>                                                      0.72
     <EPS-DILUTED>                                                      0.68


</TABLE>


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