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 December 31, 1999
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.
incorporation or organization) Employer
Identification
No.)
Pleasantville, New York 10570-7000
(Address of principal executive (Zip Code)
offices)
(914) 238-1000
(Registrant's telephone number, including area code)
______________________________________________
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes [X] No [ ]
As of January 31, 2000, the following shares of the registrant's
common stock were outstanding:
Class A Nonvoting Common Stock, $0.01 par value: 94,209,381 shares
Class B Voting Common Stock, $0.01 par value: 12,432,164 shares
Page 1 of 24 pages.
THE READER'S DIGEST ASSOCIATION, INC. AND SUBSIDIARIES
Index to Form 10-Q
(unaudited)
December 31, 1999
Page No.
Part I - Financial Information:
The Reader's Digest Association, Inc. and Subsidiaries
Consolidated Condensed Financial Statements:
Consolidated Condensed Statements of Income
for the three-month and six-month periods ended
December 31, 1999 and 1998 3
Consolidated Condensed Balance Sheets
as of December 31, 1999 and June 30, 1999 4
Consolidated Condensed Statements of Cash Flows
for the six-month periods ended December 31, 1999 and 1998 5
Notes to Consolidated Condensed Financial Statements 6
Management's Discussion and Analysis
of Financial Condition and Results of Operations 11
Part II - Other Information 21
The Reader's Digest Association, Inc. And Subsidiaries
Consolidated Condensed Statements of Income
Three-month and six-month periods ended December 31, 1999 and 1998
(In millions, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three-month period Six-month period
ended ended
December 31, December 31,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Revenues $844.0 $817.0 $1,363.2 $1,396.7
Product, distribution and editorial 307.5 309.4 490.1 526.6
expenses
Promotion, marketing and administrative
expenses 390.3 408.7 688.1 754.6
Other operating items and impairment --- 31.0 --- 31.0
losses
Operating profit 146.2 67.9 185.0 84.5
Other income, net 2.5 75.8 9.5 63.2
Income before provision for income
taxes 148.7 143.7 194.5 147.7
Provision for income taxes 51.9 57.2 69.1 58.7
Income before cumulative effect of
change in accounting principles 96.8 86.5 125.4 89.0
Cumulative effect of change in
accounting principles for pension
assets (net of tax provision
of $15.2) --- --- --- 25.3
Net income $ 96.8 $ 86.5 $ 125.4 $114.3
Basic earnings per share:
Weighted-average common shares
outstanding 106.5 107.2 107.0 107.2
Before cumulative effect of change in
accounting principles $ 0.91 $ 0.80 $ 1.17 $ 0.82
Cumulative effect of change in
accounting principles --- --- --- 0.24
Basic earnings per share $ 0.91 $ 0.80 $ 1.17 $ 1.06
Diluted earnings per share:
Adjusted weighted-average common
shares outstanding 107.3 107.5 108.0 107.5
Before cumulative effect of change in
accounting principles $ 0.90 $ 80.0 $ 1.16 $ 0.82
Cumulative effect of change in
accounting principles --- --- --- 0.24
Diluted earnings per share $ 0.90 $ 0.80 $ 1.16 $ 1.06
Dividends per common share $ 0.05 $ 0.05 $ 0.10 $ 0.275
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements.
The Reader's Digest Association, Inc. And Subsidiaries
Consolidated Condensed Balance Sheets
As of December 31, 1999 and June 30, 1999
(In millions)
(unaudited)
December 31, June 30,
1999 1999
Assets
Cash and cash equivalents $ 140.6 $ 413.4
Receivables, net 454.4 319.9
Inventories, net 124.5 94.9
Prepaid expenses and other current assets 311.2 318.3
Total current assets 1,030.7 1,146.5
Marketable securities 260.3 20.9
Property, plant and equipment, net 150.9 148.4
Intangible assets, net 406.3 68.5
Other non-current assets 257.8 326.2
Total assets $2,106.0 $1,710.5
Liabilities and stockholders' equity
Accounts payable $ 155.9 $ 130.7
Accrued expenses 364.6 352.2
Income taxes payable 99.2 56.0
Unearned revenue 367.6 336.5
Other current liabilities 107.3 110.9
Total current liabilities 1,094.6 986.3
Postretirement and postemployment benefits 147.8 146.9
other than pensions
Other non-current liabilities 208.0 195.8
Total liabilities 1,450.4 1,329.0
Capital stock 27.6 24.8
Paid-in capital 221.8 146.2
Retained earnings 1,069.4 955.4
Accumulated other comprehensive income (loss) 95.8 (56.6)
Treasury stock, at cost (759.0) (688.3)
Total stockholders' equity 655.6 381.5
Total liabilities and stockholders' equity $2,106.0 $1,710.5
See accompanying Notes to Consolidated Condensed Financial Statements.
The Reader's Digest Association, Inc. And Subsidiaries
Consolidated Condensed Statements Of Cash Flows
Six-month periods ended December 31, 1999 and 1998
(In millions)
(unaudited)
Six-month period ended
December 31,
1999 1998
Cash flows from operating activities
Net income $125.4 $ 114.3
Cumulative effect of change in accounting --- (25.3)
principles
Depreciation, amortization and asset impairments 21.8 33.5
Minority interest (2.5) ---
Gains on the sales of businesses, certain assets
and certain investments (7.5) (76.4)
Other, net of the effects of acquisitions and (13.9) 8.4
dispositions
Net change in cash from operating activities 123.3 54.5
Cash flows from investing activities
Proceeds from maturities and sales of short-term
investments and marketable securities 22.2 0.6
Purchases of short-term investments and
marketable securities (37.6) (4.7)
Proceeds from sales of businesses and other
long-term investments, net 10.8 1.0
Proceeds from sales of property, plant and 2.4 79.0
equipment
Payments for business acquisitions (393.9) (32.7)
Other, net (7.9) (13.1)
Net change in cash from investing activities (404.0) 30.1
Cash flows from financing activities
Short-term borrowings, net 9.1 (0.1)
Dividends paid (11.3) (30.1)
Other, net 10.2 8.2
Net change in cash from financing activities 8.0 (22.0)
Effect of exchange rate changes on cash (0.1) (0.1)
Net change in cash and cash equivalents (272.8) 62.5
Cash and cash equivalents at beginning of period 413.4 122.8
Cash and cash equivalents at end of period $140.6 $ 185.3
See accompanying Notes to Consolidated Condensed Financial Statements.
The Reader's Digest Association, Inc. and Subsidiaries
Notes to Consolidated Condensed Financial Statements
(Dollars in millions, except per share data)
(unaudited)
Unless indicated otherwise, references in Notes to Consolidated
Condensed Financial Statements to "we", "us" and "our" are to The
Reader's Digest Association, Inc. and Subsidiaries. All references to
2000 and 1999, unless specifically identified, are to fiscal 2000 and
fiscal 1999, respectively.
(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 United
States and international 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
generally accepted accounting principles applying certain assumptions
and estimates, including all adjustments considered necessary to
present fairly such information. Although these estimates are based
on management's knowledge of current events and actions that we may
undertake in the future, actual results may ultimately differ from
those estimates.
We report on a fiscal year beginning July 1. The three-month periods
ended December 31, 1999 and 1998 are the second fiscal quarters of
2000 and 1999, respectively. Operating results for any interim period
are not necessarily indicative of the results for an entire year due
to the seasonality of our business.
Certain prior year amounts have been restated to conform to the
current year presentation. Revenues have been reclassified to reflect
certain publisher remittances as a component of product, distribution
and editorial expenses.
(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. Diluted earnings per
share is computed in the same manner except that the weighted-average
number of common shares outstanding is adjusted to assume the exercise
and conversion of certain stock options. The preferred stock dividend
requirements were $0.3 for each of the three-month periods ended
December 31, 1999 and 1998, and $0.7 for each of the six-month periods
ended December 31, 1999 and 1998.
(3) Inventories
December 31, June 30,
1999 1999
Raw materials $ 9.4 $ 12.7
Work-in-progress 18.3 20.2
Finished goods 96.8 62.0
Total inventories $124.5 $ 94.9
(4) Revenues and Operating Profit by Operating Segments
In the first quarter of 2000, we modified our segment reporting
information to include an "Other Businesses" segment. Other
Businesses includes the activities of our catalog, financial services,
Internet and other developing businesses. Reportable segments are
based on our method of internal reporting.
Prior period revenue and operating profit (loss) segment information
has been restated to present the four reportable segments indicated
below. The accounting policies of the segments are the same as those
described in Note One to our consolidated financial statements
included in our 1999 Annual Report to Stockholders. The restatement
did not materially affect our segment disclosure included in Note
Twelve to our consolidated financial statements included in our 1999
Annual Report to Stockholders.
Three-month period ended Six-month period ended
December 31, December 31,
1999 1998 1999 1998
Revenues
Global Books and Home $481.6 $453.8 $ 801.3 $ 829.2
Entertainment
U.S. Magazines 267.0 266.2 384.9 390.7
International Magazines 78.4 84.5 151.0 163.9
Other Businesses 17.0 12.5 26.0 12.9
Total revenues $844.0 $817.0 $1,363.2 $1,396.7
Three-month period ended Six-month period ended
December 31, December 31,
1999 1998 1999 1998
Operating Profit (Loss)
Global Books and Home $ 86.3 $ 39.0 $ 127.2 $ 56.2
Entertainment
U.S. Magazines 73.9 62.7 77.3 67.0
International Magazines 3.4 (3.7) 4.2 (8.5)
Other Businesses (17.4) 0.9 (23.7) 0.8
Segment operating profit 146.2 98.9 185.0 115.5
Other operating items --- (31.0) --- (31.0)
Total operating profit $146.2 $ 67.9 $ 185.0 $ 84.5
(5) Comprehensive Income
Accumulated other comprehensive income (loss) as reported in the
Consolidated Condensed Balance Sheets as of December 31, 1999 and June
30, 1999, represents unrealized gains/losses on certain investments
and foreign currency translation adjustments. The components of
comprehensive income, net of related tax, for the three-month and six-
month periods ended December 31, 1999 and 1998 were as follows:
Three-month period Six-month period
ended ended
December 31, December 31,
1999 1998 1999 1998
Net income $ 96.8 $ 86.5 $125.4 $114.3
Change in other comprehensive
income:
Foreign currency translation (7.3) 7.4 (1.6) 12.5
adjustments
Net unrealized gains on certain
investments, net of deferred
taxes of $12.1 and $92.4,
respectively 20.1 --- 154.0 ---
Total comprehensive income $109.6 $ 93.9 $277.8 $126.8
Net unrealized gains on certain investments, net of deferred taxes,
principally represent our investments in the voting common shares of
LookSmart, Ltd. and Healtheon/WebMD Corporation. As of December 31,
1999, the market value of those shares totaled $243.0 for LookSmart,
Ltd. and $16.3 for Healtheon/WebMD Corporation. These securities are
accounted for and classified as available for sale securities and are
included in marketable securities in the Consolidated Condensed
Balance Sheet at fair value based on quoted market prices.
(6) Other Operating Items
As described in Note Two to our consolidated financial statements
included in our 1999 Annual Report to Stockholders, we recorded
charges of $37.9, $70.0 and $35.0 in the years ended June 30, 1999,
1998 and 1997, respectively. Other operating items in 1999, net of
reversals of $55.6 for adjustments to prior year accruals, related
primarily to the streamlining of our organizational structure and the
strategic repositioning of certain businesses. Other operating items
in 1998, consisted primarily of severance costs associated with
workforce reductions. Other operating items in 1997, related primarily
to the realignment of our organizational structure and operations.
The current activity and reserve balances remaining at December 31,
1999, associated with these items were:
Balance at Current Balance
June 30, Activity Remaining
1999
Employee retirement and severance $48.0 $ (15.4) $32.6
benefits
Contract terminations 15.0 (6.9) 8.1
Totals $63.0 $ (22.3) $40.7
In the second quarter of 1999, we recorded other operating items and
impairment losses of $31.0 ($21.5 after tax, or $0.20 per share)
composed of the following:
- - Charges of $51.3 ($33.7 after tax, or $0.32 per share) primarily
for severance costs associated with cost reduction and re-engineering
activities and costs related to the discontinuation of certain
unproductive businesses.
- - Adjustments to remaining accrual balances from charges originally
recorded in 1998, 1997 and 1996. This resulted in a benefit of $35.0
($22.2 after tax, or $0.21 per share).
- - Impairment losses of $14.7 ($10.0 after tax, or $0.09 per share)
relating principally to certain computer hardware and software no
longer used in our operations and, to a lesser extent, leasehold
improvements, furniture and fixtures that were written off as a result
of headcount reductions and re-engineering activities.
(7) Debt
As described in Note Nine to our consolidated financial statements
included in our 1999 Annual Report to Stockholders, we are a party to
a Competitive Advance and Revolving Credit Facility Agreement (the
Credit Agreement). The Credit Agreement was amended as of September
2, 1999. Prior to the amendment, the Credit Agreement included a
covenant to maintain a minimum level of consolidated tangible net
worth. The amendment provides borrowing flexibility by replacing this
covenant with covenants to maintain minimum levels of consolidated
assets and net worth and a maximum level of leverage.
At December 31, 1999, no borrowings were outstanding under the Credit
Agreement. However, during the second quarter of 2000, $120.0 was
borrowed under the Credit Agreement on October 1, 1999 relating to the
acquisition of Books Are Fun, Ltd. This amount was also repaid during
the second quarter of 2000.
(8) Share Exchange
In September 1999, we executed a share exchange with the DeWitt
Wallace-Reader's Digest Fund and the Lila Wallace-Reader's Digest Fund
(the Funds). Under the terms of the exchange, the Funds exchanged
approximately 9.3 million shares of Class B voting common stock for
approximately 8.0 million shares of Class A nonvoting common stock, at
an exchange ratio of 0.865 Class A shares for each Class B share. As
a result, we exchanged Class A treasury shares at a cost of $164.9 and
a market value of $239.9, for Class B shares, resulting in additional
paid-in capital of $75.0.
(9) Change in Accounting for Pension Assets
Effective July 1, 1998, we changed our method for calculating the
market-related value of pension plan assets. This method is used in
determining the return-on-asset component of annual pension expense
and the cumulative net unrecognized gain (loss) subject to
amortization. We believe that the new method is more widely used in
practice and preferable because it results in pension plan asset
values that more closely approximate fair value, while still
mitigating the effect of annual market value fluctuations. In
addition, the new method facilitates the global management of our
pension plans as it results in a consistent methodology for all plans.
This change resulted in a non-cash benefit in the first quarter of
1999 of $40.5 ($25.3 after tax, or $0.24 per share). This benefit
represented the cumulative effect of the change related to years prior
to 1999.
(10) Acquisition of Books Are Fun, Ltd.
On October 1, 1999, we purchased 100% of the outstanding common stock
of Books Are Fun, Ltd. Books Are Fun, Ltd. sells books and gift items
by display marketing those products on-site at schools and corporate
businesses. The total purchase price was $393.2, which was financed
through a combination of internal funds and bank borrowings of $120.0,
which has been repaid during the second quarter of 2000 (see (7)
Debt). The acquisition was accounted for using the purchase method of
accounting and generated $346.0 in purchased goodwill. The goodwill
is being amortized using the straight-line method over a period of 20
years. The results of Books Are Fun, Ltd. have been consolidated as
of October 1, 1999, and are included in our financial results for the
three-month and six-month periods ended December 31, 1999.
The following presents pro forma information as though the acquisition
took place at the beginning of each period presented.
Three-month period Six-month period
ended December 31, ended December 31,
1999 1998 1999 1998
Pro forma information:
Revenues $844.0 $908.4 $1,394.1 $1,507.6
Income before extraordinary items $ 96.8 $ 92.1 $ 119.8 88.2
Net income $ 96.8 $ 92.1 $ 119.8 113.5
Earnings per share:
Basic $ 0.91 $0.86 $ 1.11 $ 1.05
Diluted $ 0.90 $0.85 $ 1.10 $ 1.05
These unaudited pro forma results have been prepared for comparative
purposes only and include certain adjustments, such as additional
amortization expense as a result of goodwill, increased interest
expense from the acquisition debt and lower interest income from
reduced cash on hand. The results are not intended to be indicative
of the results of operations that actually would have resulted had the
acquisition occurred at the beginning of each period, or of future
results operations of our consolidated entity.
(11) Sale of American Health
In August 1999, we sold our American Health magazine, which resulted
in a gain of $6.5 ($4.1 after tax, or $0.04 per share) recorded in
other income, net.
(12) Commitment
In October 1999, we entered into an agreement with BrandDirect
Marketing Inc., an affinity membership-based direct marketing company,
to acquire an 18% equity interest in BrandDirect Marketing Inc. and to
develop and market Reader's Digest-branded membership clubs. As
prescribed by the agreement, we have paid $25.0 in October 1999 and
are scheduled to make another payment of $25.0 in July 2000 for a
total investment of $50.0. The agreement also permits us to acquire
additional equity in BrandDirect Marketing Inc. through the exercise
of warrants and other rights. This investment is being accounted for
using the cost method and is included in other non-current assets in
the Consolidated Condensed Balance Sheet.
(13) Subsequent Event
In January 2000, we announced plans to repurchase up to 5 million
shares, or about 5 percent of our outstanding Class A nonvoting common
stock. These purchases will be made from time to time, depending on
market conditions.
The Reader's Digest Association, Inc. and Subsidiaries
Management's Discussion and Analysis
of Financial Condition and Results of Operations
(Dollars in millions, except per share data)
(unaudited)
Unless indicated otherwise, references in Management's Discussion and
Analysis to "we" and "our" are to The Reader's Digest Association,
Inc. and Subsidiaries. All references to 2000 and 1999, unless
specifically identified, are to fiscal 2000 and fiscal 1999,
respectively.
Management's Discussion and Analysis of operating profit has been
written excluding the net effect of the second quarter 1999 other
operating items and impairment losses of $31.0 ($21.5 after tax, or
$0.20 per share) to analyze results on a comparable basis. The other
operating items and impairment losses recorded in the second quarter
of 1999 comprised:
- - Charges of $51.3 ($33.7 after tax, or $.0.32 per share) primarily
for severance costs associated with cost reduction and re-engineering
activities and costs related to the discontinuation of certain
unproductive businesses.
- - Adjustments to remaining accrual balances from charges originally
recorded in 1998, 1997 and 1996. This resulted in a benefit of $35.0
($22.2 after tax, or $0.21 per share).
- - Impairment losses of $14.7 ($10.0 after tax, or $0.09 per share)
relating principally to certain computer hardware and software no
longer used in our operations and, to a lesser extent, leasehold
improvements, furniture and fixtures that were written off as a result
of headcount reductions and re-engineering activities.
Three-Month Period Ended December 31, 1999, Compared With Three-Month
Period Ended December 31, 1998
Results of Operations: Company-Wide
Revenues and Operating Profit
Revenues for the second quarter of 2000 increased 3% to $844, compared
with $817 in the second quarter of 1999. Excluding the adverse effect
of changes in foreign currency exchange rates, revenues increased 7%.
The revenue increase was primarily attributable to the addition of
Books Are Fun, Ltd., which was acquired as of October 1, 1999, and
provided $98 in additional revenues. Revenues also increased,
slightly, for U.S. Magazines. The activities of Books Are Fun, Ltd.
are included within the Global Books and Home Entertainment operating
segment results.
Lower revenues from certain product lines of Global Books and Home
Entertainment offset most of the revenue increases described above.
International Magazines had a small revenue decline for the quarter,
indicating that revenue declines in this division are beginning to
moderate. Excluding the acquisition of Books Are Fun, Ltd., lower
revenues were primarily attributable to the continued strategic
reduction in the number of mailings and mail quantities within
mailings for Global Books and Home Entertainment products,
specifically music, general books and video. We also experienced a
decline in sales volumes of Reader's Digest magazines sold in the
United States and international markets, primarily because of the
planned reductions in the circulation rate base.
Operating profit for the second quarter of 2000 increased to $146,
compared with $99 in the second quarter of 1999. The increase in
operating profit, principally in the United States, was primarily from
the addition of Books Are Fun, Ltd. and re-engineering efforts,
particularly the strategic reduction of promotional mailings to reduce
product and promotion costs. U.S. Magazines also realized an increase
in operating profit primarily because of increased gift unit sales and
improved margins of QSP, Inc. Offsetting a portion of the operating
profit increase were start-up costs related to gifts.com and
investment spending for other new businesses being developed totaling
approximately $15 for the second quarter of 2000.
Other Income, Net
Other income, net decreased in the second quarter of 2000 to $2,
compared with $76 in the second quarter of 1999. Certain events which
occurred in the second quarter of 1999, and impact the comparability
of other income, net for the current period are:
- - A gain from the sale of important works of art from our fine art
collection of $85 ($53 after tax, or $0.50 per share).
- - A loss from the sale of our operations in South Africa of $8 ($6
after tax, or $0.06 per share).
Income Taxes
For the second quarter of 2000, the reported tax rate was 34.9%,
compared with 39.8% for the second quarter of 1999. The overall
effective tax rate was 35.5% for the second quarter of 2000 and 37.5%
for the prior year period.
The lower overall effective rate for 2000 was a result of tax
initiatives in certain international markets, as well as the
deductibility of our goodwill write-off associated with the sale of
American Health magazine. Excluding the effect of initiatives to
reduce our effective tax rate, we expect that our rate will increase
in fiscal 2001 to approximately 40%, reflecting principally the
increased amortization of goodwill related to the acquisition of Books
Are Fun, Ltd.
Net Income and Earnings Per Share
Net income was $97, or $0.90 per share on a diluted-earnings basis
($0.91 per share for basic earnings per share) in the second quarter
of 2000, compared with $87, or $0.80 per share in the second quarter
of 1999. Excluding the items in 1999 affecting the comparability of
reported results, basic and diluted earnings per share was $0.56 in
the second quarter of 1999.
Results of Operations: Operating Segments
Global Books and Home Entertainment
Revenues for Global Books and Home Entertainment increased 6% in the
second quarter of 2000 to $482, compared with $454 in the second
quarter of 1999. Excluding the adverse effect of changes in foreign
currency exchange rates, revenues increased 11%. The primary reasons
for the increase in revenues were:
- - The addition of Books Are Fun, Ltd., which was acquired as of
October 1, 1999, and provided this segment with revenue growth of $98.
- - Revenue growth in Eastern Europe, Brazil and Mexico, principally
as a result of the introduction of Select Editions and increased sales
in existing product lines, especially general books.
- - Improved response rates in the United States to our Select
Editions mailing and growth in products of our Young Families
operations.
Partially offsetting these increases were revenue declines resulting
principally from the continued strategic reduction in the number of
mailings and mail quantities sent to marginal customers and the
elimination of marginally profitable activities. These declines were
most notably in the United States for video products and certain
European markets (Finland, Benelux, Germany and Switzerland) for music
and general books products. Most of the remaining decline was
attributable to the closing of marginally profitable operations in
Latin America (Chile, Colombia and Peru) and the sale of our South
African operations in 1999.
Operating profit for Global Books and Home Entertainment increased in
the second quarter of 2000 to $86, compared with $39 in the second
quarter of 1999. The increase was primarily the result of the
addition of Books Are Fun, Ltd. and improved profitability in the
United States, the United Kingdom, Canada, Australia and France.
In the United States, benefits were realized from the addition of
Books Are Fun, Ltd., improved response rates and re-engineering
efforts. Product and promotion costs were lower primarily as a result
of re-engineering efforts, which reduced the number of mailings to
marginal customers, and provided further reductions in overhead costs.
In the United Kingdom, results improved principally from re-
engineering efforts and fewer, better-targeted mailings. Improved
response rates in Canada, Australia and France along with reductions
in mailings resulted in higher profits.
U.S. Magazines
Revenues for U.S. Magazines increased slightly in the second quarter
of 2000 to $267, compared with $266 in the second quarter of 1999.
The increase in revenues was attributable to:
- - Higher revenues from QSP, Inc. because of increased gift unit
sales and higher selling prices for all product lines.
- - Revenue growth from American Woodworker magazine, which was
acquired in the second quarter of 1999.
Partially offsetting these increases were:
- - Lower subscription revenues from Reader's Digest magazine,
resulting from the planned reduction in the circulation rate base to
12.5 million from 15 million a year ago.
- - Lower advertising revenues from Reader's Digest magazine,
resulting from a reduction in advertising pages sold at a slightly
lower rate per page.
- - Lower revenues for American Health magazine, whose subscription
list was sold during the first quarter of 2000. The October 1999
issue was the last issue published by the magazine.
Operating profit for U.S. Magazines increased 18% in the second
quarter of 2000 to $74, compared with $63 in the second quarter of
1999. The increase mostly reflects improved margins of QSP, Inc. and
lower promotion and product costs for Reader's Digest magazine,
primarily attributable to the circulation rate base decline.
International Magazines
Revenues for International Magazines decreased 7% in the second
quarter of 2000 to $78, compared with $84 in the second quarter of
1999. Excluding the adverse effect of changes in foreign currency
exchange rates, revenues were flat. Revenues declined principally as
a result of our strategic reduction of the circulation rate base for
Reader's Digest magazine in most markets to improve profitability.
Revenues also declined in part because operations in Russia were
sharply reduced after the second quarter of 1999 in response to the
economic crisis in that country, and as a result, there were
significantly fewer subscribers in the second quarter of 2000. The
closing of marginally profitable operations in Latin America (Chile,
Colombia and Peru) and the sale of our South African operations in
1999 also contributed to the decline in revenues. These revenue
declines were partially offset by subscription price increases in many
markets, particularly in Europe, and an increase in the number of
advertising pages sold in Mexico, Brazil and Canada.
Operating profit improved to $3 in the second quarter of 2000 from an
operating loss of $(4) in the second quarter of 1999, primarily as a
result of subscription price increases, stronger advertising sales and
lower promotion costs from the strategic reduction in promotional
mailings. Also, significant promotion cost reductions were realized
in Eastern Europe, especially Poland.
Other Businesses
Revenues from Other Businesses increased 36% in the second quarter of
2000 to $17, compared with $13 in the second quarter of 1999,
primarily as a result of revenue increases from our catalog business
and our insurance alliances.
Operating losses from Other Businesses amounted to $(17) in the second
quarter of 2000, compared with a profit in the second quarter of 1999
of $1. These losses were primarily attributable to start-up costs of
gifts.com operations and investment spending for other new businesses
being developed. These losses were partially offset by profits from
our insurance alliances during the quarter.
Six-Month Period Ended December 31, 1999, Compared With Six-Month
Period Ended December 31, 1998
Results of Operations: Company-Wide
Revenues and Operating Profit
Revenues for the six-month period ended December 31, 1999 decreased 2%
to $1,363, compared with $1,397 for the prior year period. Excluding
the adverse effect of changes in foreign currency exchange rates,
revenues increased 1%. The primary reasons for the revenue decline
were:
- - Lower revenues from Global Books and Home Entertainment. The
addition of Books Are Fun, Ltd., which was acquired as of October 1,
1999, provided $98 in additional revenues. However, this increase was
more than offset by lower revenues from the continued strategic
reduction in the number of mailings and mail quantities within
mailings for Global Books and Home Entertainment products,
specifically general books, music and video.
- - A decline in sales volumes of Reader's Digest magazines sold in
the United States and international markets, primarily because of the
planned reductions in the circulation rate base.
Revenues increased for Other Businesses and offset a portion of the
revenue decline, primarily because of increased activity from our
catalog business and insurance alliances.
Operating profit for the six-month period ended December 31, 1999
increased to $185, compared with $116 for the prior year period.
Profit increases were realized in virtually all countries, especially
in the United States and to a lesser extent in Germany, the United
Kingdom, France and Canada. The increase in operating profit in the
United States was primarily the result of the addition of Books Are
Fun, Ltd. and re-engineering efforts, particularly the strategic
reduction of promotional mailings, which lowered product and promotion
costs. Additionally, overhead costs were lower on a company-wide
basis, primarily because of initiatives to re-engineer critical
processes and eliminate marginally profitable activities.
International Magazines also contributed to the increase in operating
profit, primarily from subscription price increases, stronger
advertising sales and lower promotion costs from the strategic
reduction in promotional mailings. Operating profit for U.S.
Magazines increased principally because of increased gift unit sales
and improved margins of QSP, Inc.
Offsetting a portion of the operating profit increase were start-up
costs related to gifts.com and investment spending for other new
businesses being developed totaling approximately $19 for the six-
month period ended December 31, 1999.
Other Income, Net
Other income, net decreased for the six-month period ended December
31, 1999 to $9, compared with $63 for the prior year period. Items
which affected the comparability of other income, net during the six-
month period ended December 31, 1999 included:
- - A gain from the sale of American Health magazine of $6 ($4 after
tax, or $0.04 per share).
- - An increase in interest income and a decrease in interest expense
amounting to a net increase in interest income of $6 because of higher
cash and cash equivalents balances compared with the prior year.
Items which affected the comparability of other income, net during the
six-month period ended December 31, 1998 included:
- - A gain from the sale of important works of art from our fine art
collection of $85 ($53 after tax, or $0.50 per share).
- - Foreign exchange losses of $9, primarily from the devaluation of
the Russian ruble.
- - A loss from the sale of our operations in South Africa of $8 ($6
after tax, or $0.06 per share).
Income Taxes
For the six-month period ended December 31, 1999, the reported tax
rate was 35.5%, compared with 39.7% for the six-month period ended
December 31, 1998. The overall effective tax rate was 35.5% for the
six-month period ended December 31, 1999 and 37.5% for the prior year
period.
The lower overall effective rate for 2000 was a result of tax
initiatives in certain international markets, as well as the
deductibility of our goodwill write-off associated with the sale of
American Health magazine. Excluding the effect of initiatives to
reduce our effective tax rate, we expect that our rate will increase
in fiscal 2001 to approximately 40%, reflecting principally the
increased amortization of goodwill related to the acquisition of Books
Are Fun, Ltd.
Change in Accounting Principles
In the first quarter of 1999, we adopted a preferred method for
calculating the market-related value of pension plan assets. This
method is used in determining the return-on-asset component of annual
pension expense and the cumulative net unrecognized gain (loss)
subject to amortization. The cumulative effect of adopting this
change, for years prior to 1999, was a non-cash benefit of $40 ($25
after tax, or $0.24 per share).
Net Income and Earnings Per Share
Net income was $125, or $1.16 per share on a diluted-earnings basis
($1.17 per share for basic earnings per share) for the six-month
period ended December 31, 1999, compared with $114, or $1.06 per share
for the prior year period. Excluding the cumulative effect of change
in accounting principles for pension assets in the first quarter of
1999 and other items in 1999 affecting the comparability of reported
results, basic and diluted earnings per share was $0.58 in the six-
month period ended December 31, 1998.
Our operations in Russia were significantly affected by the general
economic turmoil and resulting devaluation of the ruble in the six-
month period ended December 31, 1998. In response to the Russian
economic situation, we took actions to scale back our operations in
Russia. Operations in Russia generated a net loss of $16, or $0.15
per share in the six-month period ended December 31, 1998, primarily
as a result of the economic turmoil.
Results of Operations: Operating Segments
Global Books and Home Entertainment
Revenues for Global Books and Home Entertainment decreased 3% for the
six-month period ended December 31, 1999 to $801, compared with $829
for the prior year period. Excluding the adverse effect of changes in
foreign currency exchange rates, revenues increased 1%. Revenue
growth of $98 from the addition of Books Are Fun, Ltd. in the second
quarter of 2000 offset most of the revenue decline. Also, revenues
increased in Eastern Europe, Brazil and Mexico primarily as a result
of the introduction of Select Editions, additional sales of general
books products, and selective price increases for music and general
books products. The decrease in revenues was primarily attributable
to:
- - A decline in sales of general books, music and video products in
the United States, principally because of the strategic reduction in
the number of mailings to marginal customers.
- - A decline in revenues in European markets including Finland,
Benelux, the United Kingdom and Switzerland primarily from the effect
of re-engineering efforts. These efforts strategically reduced the
number of mailings to marginal customers and eliminated marginally
profitable activities. As a result, sales were lower for music and
general books products.
- - The closing of marginally profitable operations in Latin America
(Chile, Colombia and Peru) and the sale of our South African
operations in 1999 also reduced revenues.
Operating profit for Global Books and Home Entertainment increased
significantly for the six-month period ended December 31, 1999 to
$127, compared with $56 for the prior year period. Profit increases
were realized in virtually all countries, especially in the United
States and to a lesser extent in Germany, the United Kingdom, France
and Canada. Operating profit in most countries improved due to
substantial reductions in overhead, product, and promotion costs from
re-engineering efforts. In general, these improvements were partially
offset by the effect of lower sales volumes from fewer mailings to
marginal customers.
Operating profit in the United States increased primarily because of
the addition of Books Are Fun, Ltd., reduced costs from re-engineering
efforts and improved response rates to Select Editions and reading
series mailings. In Germany, improved operating profit was primarily
from re-engineering efforts to reduce product and promotion costs and
continued strong responses to mailings.
Contributing to the profit improvement in the United Kingdom, France
and Canada were re-engineering efforts, which reduced product costs
and promotional mailings to marginally profitable customers. In
addition, France and Canada benefited from higher overall response
rates.
Also in Russia, we scaled back our operations because of the economic
crisis in that country in August 1998. As a result we experienced
fewer losses in Russia for the six-month period ended December 31,
1999, compared with the prior year period.
U.S. Magazines
Revenues for U.S. Magazines decreased 1% for the six-month period
ended December 31, 1999 to $385, compared with $391 for the prior year
period. The decrease in revenues was attributable to:
- - Lower subscription revenues from Reader's Digest magazine,
resulting from the planned reduction in the circulation rate base to
12.5 million from 15 million a year ago.
- - Lower advertising revenues from Reader's Digest magazine,
resulting from a reduction in advertising pages sold at a slightly
lower rate per page.
- - Lower revenues for American Health magazine, whose subscription
list was sold during the first quarter of 2000. The October 1999
issue was the last issue published by the magazine.
Partially offsetting these decreases were revenues from higher sales
of QSP, Inc. products and revenue growth for American Woodworker
magazine, which was acquired in the second quarter of fiscal 1999.
Operating profit for U.S. Magazines increased 15% for the six-month
period ended December 31, 1999 to $77, compared with $67 for the prior
year period. The increase mostly reflects improved margins of QSP,
Inc. and lower promotion and product costs for Reader's Digest
magazine, primarily attributable to the circulation rate base decline.
International Magazines
Revenues for International Magazines decreased 8% for the six-month
period ended December 31, 1999 to $151, compared with $164 for the
prior year period. Excluding the adverse effect of changes in foreign
currency exchange rates, revenues decreased 2%. Revenues declined
principally as a result of our strategic reduction of the circulation
rate base for Reader's Digest magazine in most markets to improve
profitability.
Revenues declined in part because operations in Russia were sharply
reduced after the second quarter of 1999 in response to the economic
crisis in that country, and as a result, there were significantly
fewer subscribers in the six-month period ended December 31, 1999.
The closing of marginally profitable operations in Latin America
(Chile, Colombia and Peru) and the sale of our South African
operations in 1999 also contributed to the decline in revenues. These
declines in revenues were partially offset by subscription price
increases, particularly in Europe, Mexico and Brazil.
Operating profit improved to $4 for the six-month period ended
December 31, 1999 from an operating loss of $(8) for the prior year
period, primarily as a result of subscription price increases in many
markets and lower promotion costs from the strategic reduction in
promotional mailings. Significant reductions in promotion cost were
realized in Eastern Europe, especially Poland.
Other Businesses
Revenues from Other Businesses increased for the six-month period
ended December 31, 1999 to $26, compared with $13 for the prior year
period, primarily as a result of revenue increases from our catalog
business and our insurance alliances.
Operating losses from Other Businesses amounted to $(24) for the six-
month period ended December 31, 1999, compared with a profit for the
prior year period of $1. These losses were primarily attributable to
start-up costs of gifts.com operations and investment spending for
other new businesses being developed. These losses were partially
offset by profits from our insurance alliances during the period.
Forward-Looking Information
Fiscal 2000 Results
We continue to expect significant operating profit growth in fiscal
year 2000. Our outlook for the year reflects the positive effects of
Books Are Fun, Ltd. and our financial services partnerships, partially
offset by the effects of significantly increased investment spending
as a percentage of operating profit during the six-month period ending
June 30, 2000. As a result of revenue declines more modest than
previously expected for the year and the acquisition of Books Are Fun,
Ltd. in October 1999, we believe that revenues for the full fiscal
year 2000 will be more or less flat compared with last year.
Liquidity and Capital Resources
Activity for the six-
month period ended
December 31, 1999
Cash and cash equivalents at June 30, 1999 $ 413.4
Net change in cash from:
Operating activities 123.3
Investing activities (404.0)
Financing activities 8.0
Effect of exchange rate changes on cash and cash (0.1)
equivalents
Net change in cash and cash equivalents (272.8)
Cash and cash equivalents at December 31, 1999 $ 140.6
Cash and cash equivalents decreased 66% to $141 at December 31, 1999,
compared with $413 at June 30, 1999. The decrease consisted
principally of the payment of the purchase price for the acquisition
of Books Are Fun, Ltd. amounting to $393. Offsetting this decrease
were cash flows from operating activities.
As described in Note Nine to our consolidated financial statements
included in our 1999 Annual Report to Stockholders, we are a party to
a Competitive Advance and Revolving Credit Facility Agreement (the
Credit Agreement). The Credit Agreement was amended as of September
2, 1999. Prior to the amendment, the Credit Agreement included a
covenant to maintain a minimum level of consolidated tangible net
worth. The amendment provides borrowing flexibility by replacing this
covenant with covenants to maintain minimum levels of consolidated
assets and net worth and a maximum level of leverage.
At December 31, 1999, no borrowings were outstanding under the Credit
Agreement. However, during the second quarter of 2000, $120 was
borrowed under the Credit Agreement on October 1, 1999 relating to the
acquisition of Books Are Fun, Ltd. This amount was also repaid during
the second quarter of 2000.
In September 1999, we executed a share exchange with the DeWitt
Wallace-Reader's Digest Fund and the Lila Wallace-Reader's Digest Fund
(the Funds). Under the terms of the exchange, the Funds exchanged
approximately 9.3 million shares of our Class B voting common stock
for approximately 8.0 million shares of our Class A nonvoting common
stock, at an exchange ratio of 0.865 Class A shares for each Class B
share. As a result, we exchanged Class A treasury shares at a cost of
$165 and a market value of $240, for Class B shares, resulting in
additional paid-in capital of $75.
We believe that our liquidity, capital resources, cash flow and
borrowing capacity are sufficient to fund normal capital expenditures,
working capital requirements, the payment of dividends, the execution
of our share repurchase program announced in January 2000 and the
implementation of our strategic initiatives.
Currency Risk Management
In the normal course of business, we are exposed to the effects
of foreign exchange rate fluctuations on the U.S. dollar value of our
foreign subsidiaries' results of operations and financial condition.
We purchase foreign currency option and forward contracts to minimize
the effect of fluctuating foreign currency exchange rates on our
earnings and specifically identifiable anticipated transactions. In
addition, we enter into forward contracts to minimize the effect of
fluctuating foreign currency exchange rates on certain foreign
currency denominated assets and liabilities.
At December 31, 1999, our primary foreign currency market
exposures included the euro and the British pound. We estimate that
the results of a uniform 10% weakening and 10% strengthening in the
value of the U.S. dollar relative to the currencies in which the
option and forward contracts are denominated, with all other variables
held constant, would have the following effect:
Effect of a 10% Effect of a 10%
Weakening Strengthening
of the U.S. Dollar of the U.S. Dollar
Option Contracts $ (4.8) $ 9.7
Forward Contracts $ (8.2) $ 6.7
These estimates represent changes to the fair value of the option and
forward contracts on a stand-alone basis. Such changes would be
substantially offset by the related impact on the assets, liabilities
and operating profits being hedged. Also, this calculation assumes
that each exchange rate would change in the same direction relative to
the U.S. dollar. Changes in exchange rates not only affect the U.S.
dollar value of the fair value, but also affect the underlying foreign
subsidiaries' income. Our sensitivity analysis as described above
does not factor in a potential change in local sales levels, local
currency prices, or amounts of option or forward contracts to cover
these changes.
Impact of the Year 2000 Issue
The Year 2000 issue was the result of computer programs that were
written using only two digits, rather than four, to represent a year.
The potential impact was that date-sensitive software or hardware may
not have been able to distinguish between the calendar years 1900 and
2000. Therefore, programs that performed arithmetic operations,
comparisons or sorting of date fields may have yielded incorrect
results. Hardware and software modifications were required to remedy
Year 2000 issues, which could have caused system failures or
miscalculations that could have disrupted operations.
State of Readiness
Our remediation plan for the Year 2000 issue involved three
overlapping phases, all of which have been successfully completed:
1) Inventory - Creation of an inventory of three functional areas:
applications and information technology (IT) equipment, non-
information technology (non-IT) embedded systems and vendor
relationships.
2) Analysis - Evaluation of the inventoried items for Year 2000
compliance, the determination of the remediation method and
resources required, and the development of an implementation
plan.
3) Implementation - Execution of the implementation plan for all
applicable hardware and software, interfaces and systems. This
involved testing the changes in a Year 2000-simulated environment
and vendor interface testing.
Status of the Year 2000 Issue
Subsequent to January 1, 2000, we believe that our systems are Year
2000 compliant for several reasons:
- - We have not experienced any significant negative impact to our
business, delays in our processes or product failures associated with
Year 2000 issues.
- - All critical systems have been successfully tested. These tests
included verifying the physical and technical infrastructure,
integrity of business applications and connectivity with our vendors.
- - As part of our normal operating procedures we have a quality
control process to verify the integrity of our data.
We have relationships with certain significant suppliers in most of
the locations in which we operate. We rely on suppliers to deliver a
broad range of goods and services worldwide. These include book and
magazine printing services, suppliers of promotional materials and
paper, warehouse facilities, lettershops that assemble promotional
mailings, customer service facilities, postal delivery services,
banking services, telecommunications and electricity providers.
Subsequent to January 1, 2000, we are not aware of any critical
supplier experiencing significant Year 2000 issues, which would
negatively impact our business.
Costs to Address the Year 2000 Issue
The total cost of our remediation plan as of December 31, 1999, was
$13.5, of which $1.5 was capitalized. Subsequent to January 1, 2000,
we expect that any additional remediation costs will be minimal and
expensed as incurred.
Impact of the Euro Conversion
On January 1, 1999, 11 of the 15 member countries of the European
Union established fixed conversion rates between their existing
sovereign currencies (legacy currencies) and a single currency called
the euro. The legacy currencies are scheduled to remain legal tender
as denominations of the euro during the transition period from January
1, 1999 to December 31, 2001. Beginning January 1, 2002, euro-
denominated bills and coins will be introduced and by July 1, 2002,
legacy currencies will no longer be legal tender.
We performed an internal analysis regarding the business and
systems issues related to the euro conversion and developed a
strategic plan to ensure that all necessary modifications are made on
a timely basis. Our operations in markets that have adopted the euro
are able to accept payments and pay suppliers in euros, and are able
to indicate the euro equivalent of pricing on invoices. During the
transition period, we will continue to monitor customer and competitor
reaction to the euro and will update the strategic plan as needed.
During the transition period, we believe that the conversion to
the euro will not have a significant impact on the marketing strategy
of our European operations. We do not anticipate the need to
synchronize prices between markets, primarily because the editorial
content of our publishing products varies. In addition, products are
published in local languages and are sold principally through direct
mail rather than retail channels. These factors result in products
that tend to be unique to each market and do not easily
lend themselves to price comparisons across borders. The estimated
costs to convert all affected systems to the euro are not expected to
have a material adverse effect on our results of operations, financial
position or cash flow.
This report includes "forward-looking statements" within the meaning
of the U.S. federal securities laws. Forward-looking statements
include any statements that address future results or occurrences.
These forward-looking statements inherently involve risks and uncertainties
that could cause actual future results and occurrences to differ materially
from the forward-looking statements. Some of these risks and uncertainties
include factors relating to the:
- - effect of potentially more restrictive privacy and other
governmental regulation relating to our marketing methods;
- - effect of modified and varied promotions;
- - ability to identify customer trends;
- - ability to continue to create a broadly appealing mix of new
products;
- - ability to attract and retain new and younger magazine
subscribers and product customers in view of the maturing of an
important portion of the U.S. customer base;
- - ability to attract and retain subscribers and customers in an
economically efficient manner;
- - effect of selective adjustments in pricing;
- - ability to expand and more effectively utilize our customer
database;
- - ability to expand into new international markets and to introduce
new product lines into new and existing markets;
- - ability to expand into new channels of distribution;
- - ability to negotiate and implement productive acquisitions,
strategic alliances and joint ventures;
- - ability to integrate newly acquired and newly formed businesses
successfully;
- - strength of relationships of newly acquired and newly formed
businesses with their employees, suppliers and customers;
- - accuracy of the basis of forecasts relating to newly acquired
and newly formed businesses;
- - ability to contain and reduce costs, especially through global
efficiencies;
- - cost and effectiveness of reengineering of business processes and
operations;
- - accuracy of management's assessment of the current status of our
business;
- - evolution of our organizational and structural capabilities;
- - ability we have to respond to competitive pressures within and
outside the direct marketing industry, including the Internet;
- - effect of worldwide paper and postage costs;
- - effect of postal disruptions on deliveries;
- - effect of foreign currency fluctuations;
- - accuracy of management's assessment of the future effective tax
rate and the effect of initiatives to reduce the rate;
- - effect of the transition to the euro;
- - effect and pace of our stock repurchase program; and
- - general economic conditions.
PART II. OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the 1999 Annual Meeting of Stockholders of The Reader's Digest
Association, Inc. held on November 12, 1999, the following matters
were voted on by the stockholders:
Proposal 1: Election of Directors to hold office until the next
Annual Meeting or until their successors are duly elected and
qualified. Each nominee was elected by the votes cast as follows:
For Withheld
Thomas O. Ryder 21,135,771 108,542
Lynne V. Cheney 21,128,375 115,938
M. Christine DeVita 21,114,599 129,714
James E. Preston 21,134,035 110,278
Lawrence R. Ricciardi 21,136,424 107,889
C.J. Silas 21,131,446 112,867
William J. White 21,136,424 107,889
Ed Zschau 21,136,424 107,889
Proposal 2: Approval of the amendment of the 1994 Key Employee Long
Term Incentive Plan to increase the number of shares of Class A
Nonvoting Common Stock available for award to a participant in any
fiscal year and to provide for the transferability of stock options.
Broker
For Against Abstain Non-Votes
18,256,988 1,748,936 58,647 1,179,742
Proposal 3: Approval of the business criteria, maximum amount and
eligible employees for performance shares under the 1994 Key Employee
Long Term Incentive Plan.
Broker
For Against Abstain Non-Votes
20,945,859 229,142 69,312 0
Proposal 4: Approval of the business criteria, maximum amount and
eligible employees for awards under the Senior Management Incentive
Plan.
Broker
For Against Abstain Non-Votes
20,847,008 282,660 114,645 0
Proposal 5: Approval of the amendment of our Certificate of
Incorporation so that the issuance or sale of Class B Voting Stock to
any employee benefit plan will require approval by vote of the Class B
Voting Common Stock holders.
Broker
For Against Abstain Non-Votes
19,871,179 158,401 34,990 1,179,743
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
During the three months ended December 31, 1999, we filed the
following reports on Form 8-K:
Form 8-K dated October 7, 1999, which included financial
information relating to our acquisition of Books Are Fun, Ltd.
Form 8-K and Amendment No. 1 to Form 8-K dated October 27, 1999,
which included a copy of a press release relating to our first
quarter financial results.
Amendment No. 1 to Form 8-K dated October 7, 1999, to incorporate
current financial information through September 30, 1999 relating
to our acquisition of Books Are Fun, Ltd.
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: February 7, 2000 By: /s/GEORGE S. SCIMONE
George S. Scimone
Senior Vice President and
Chief Financial Officer
(and authorized signatory)
EXHIBIT INDEX
EXHIBIT Page
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the
Registrant's Consolidated Condensed Statement of Income and Consolidated
Condensed Balance Sheet for the six-month period ended December 31, 1999,
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-Mos
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> DEC-31-1999
<CASH> 140,600
<SECURITIES> 260,300
<RECEIVABLES> 632,800
<ALLOWANCES> 178,400
<INVENTORY> 124,500
<CURRENT-ASSETS> 1,030,700
<PP&E> 428,600
<DEPRECIATION> 277,700
<TOTAL-ASSETS> 2,106,100
<CURRENT-LIABILITIES> 1,094,600
<BONDS> 0
<COMMON> (1,300)
0
28,800
<OTHER-SE> 628,000
<TOTAL-LIABILITY-AND-EQUITY> 2,106,100
<SALES> 1,363,200
<TOTAL-REVENUES> 1,363,200
<CGS> 1,178,100
<TOTAL-COSTS> 1,178,100
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 244,100
<INTEREST-EXPENSE> 2,600
<INCOME-PRETAX> 194,500
<INCOME-TAX> 69,100
<INCOME-CONTINUING> 125,400
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 125,400
<EPS-BASIC> 1.17
<EPS-DILUTED> 1.16
</TABLE>
