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 July 31, 1995 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, (212) 850-6000 including area code 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 July 31, 1995 were: Class A, par value $1.00 - 6,394,668 Class B, par value $1.00 - 1,645,350 This is the first of a ten page document JOHN WILEY & SONS, INC. INDEX PART I - FINANCIAL INFORMATION PAGE NO. Item 1. Financial Statements. Condensed Consolidated Statements of Financial Position -Unaudited as of July 31, 1995 and April 30, 1995 3 Condensed Consolidated Statements of Income - Unaudited for the Three Months ended July 31, 1995 and 1994 4 Condensed Consolidated Statements of Cash Flow - Unaudited for the Three Months ended July 31, 1995 and 1994 5 Notes to Unaudited Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 8 SIGNATURES 9 Exhibit 27 Financial Data Schedule 10 -2- JOHN WILEY & SONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - UNAUDITED July 31, April 30, 1995 1995 --------- --------- Assets Current Assets Cash and cash equivalents $ 3,243 34,410 Accounts receivable 67,791 52,562 Inventories 44,352 41,535 Deferred income tax benefits 7,979 8,004 Prepaid expenses 4,776 4,680 --------- --------- Total Current Assets 128,141 141,191 Product Development Assets 25,779 24,509 Property and Equipment 21,666 21,244 Intangible Assets 52,433 53,351 Other Assets 7,400 7,186 --------- --------- Total Assets $ 235,419 247,481 ========= ========= Liabilities & Shareholders' Equity Current Liabilities Notes payable and current portion of long-term debt $ 579 621 Accounts and royalties payable 38,545 34,273 Deferred subscription revenues 43,771 65,749 Accrued income taxes 8,460 4,227 Other accrued liabilities 20,607 25,080 --------- --------- Total Current Liabilities 111,962 129,950 Other Long-Term Liabilities 13,565 13,818 Deferred Income Taxes 5,100 4,881 Shareholders' Equity 104,792 98,832 --------- --------- Total Liabilities & Shareholders' Equity $ 235,419 247,481 ========= ========= The accompanying Notes are an integral part of the condensed consolidated financial statements. -3- JOHN WILEY & SONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED (In thousands except per share information) Three Months Ended July 31, --------------------- 1995 1994 --------- --------- Revenues $ 88,092 80,787 Costs and Expenses Cost of sales 28,872 26,390 Operating and administrative expenses 46,619 42,731 Amortization of intangibles 1,105 1,216 --------- ---------- Total Costs and Expenses 76,596 70,337 --------- ---------- Operating Income 11,496 10,450 Interest Income and Other 397 486 Interest Expense (29) (825) --------- ---------- Interest Income (Expense) - Net 368 (339) --------- ---------- Income Before Taxes 11,864 10,111 Provision For Income Taxes 4,746 4,044 --------- ---------- Net Income $ 7,118 6,067 ========= ========== Net Income Per Share Primary $ 0.87 0.75 Fully Diluted $ 0.87 0.75 Cash Dividends Per Share Class A Common $ 0.1750 0.1550 Class B Common $ 0.1550 0.1375 Average Shares Primary 8,224 8,119 Fully Diluted 8,229 8,132 The accompanying Notes are an integral part of the condensed consolidated financial statements. -4- JOHN WILEY & SONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW - UNAUDITED (In thousands) Three Months Ended July 31, --------------------- 1995 1994 --------- --------- Operating Activities Net Income $ 7,118 6,067 Non-cash items 12,261 11,886 Net change in operating assets and liabilities (39,992) (32,605) --------- --------- Cash Used in Operating Activities (20,613) (14,652) --------- --------- Investing Activities Additions to product development assets (5,374) (3,630) Additions to property and equipment (2,246) (948) Acquisition of publishing assets (1,244) (4,747) --------- --------- Cash Used for Investing Activities (8,864) (9,325) --------- --------- Financing Activities Purchase of treasury shares (218) - Repayment of long-term debt - (6,000) Net borrowings (repayments) of short-term debt (44) 201 Cash dividends (1,373) (1,192) Proceeds from exercise of stock options 130 152 --------- --------- Cash Used for Financing Activities (1,505) (6,839) --------- --------- Effects of Exchange Rate Changes on Cash (185) 217 --------- --------- Cash and Cash Equivalents Decrease for Period (31,167) (30,599) Balance at Beginning of Period 34,410 57,457 --------- --------- Balance at End of Period $ 3,243 26,858 ========= ========= Cash Paid During the Period for Interest $ 23 1,685 Income taxes (refund) $ (1,038) 1,753 The accompanying Notes are an integral part of the condensed consolidated financial statements. -5- JOHN WILEY & SONS, INC., AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 1995 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 July 31, 1995 and April 30, 1995, and results of operations and cash flows for the periods ended July 31, 1995 and 1994. 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, 1995. 2. The results for the three months ended July 31, 1995 are not necessarily indicative of the results to be expected for the full year. Certain prior period amounts have been reclassified to conform to the current period's presentation. 3. Income per share is determined by dividing income by the weighted average number of common shares outstanding and common stock equivalents resulting from the assumed exercise of outstanding dilutive stock options and other stock awards, less shares assumed to be repurchased with the related proceeds at the average market price for the period for primary earnings per share, and at the higher of the average or end of period market price for fully diluted earnings per share. 4. Inventories were as follows: July 31, 1995 April 30, 1995 (Thousands) Finished Goods $35,496 $36,467 Work-in-process 6,743 5,762 Paper, cloth and other 5,675 2,769 _________ _________ 47,914 44,998 LIFO reserve (3,562) (3,463) _________ _________ Total inventories $44,352 $41,535 ========= ========= -6- JOHN WILEY & SONS, INC., AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS JULY 31, 1995 FINANCIAL CONDITION During this seasonal period of cash usage, operating activities used $20.6 million of cash, or $6.0 million more than the prior year's comparable quarter. The increase was primarily due to higher inventory and receivable levels to support the higher volume of business. The use of cash during this period is consistent with the seasonality of the journal subscription and the educational sector's receipts cycle which occur, for the most part, later in the fiscal year. Investing activities used $8.9 million during the current quarter, or $.4 million less than the comparable prior year's quarter. Current year acquisitions included the Preservation Press consisting of architectural heritage books and technical preservation guides. Financing activities primarily reflect dividend payments during the quarter. RESULTS OF OPERATIONS FIRST QUARTER ENDED JULY 31, 1995 Revenues for the first quarter advanced 9% to $88.1 million compared with $80.8 million in the prior year. Operating income for the current quarter was $11.5 million, or a 10% increase, compared with $10.5 million in the prior year. Net income advanced 17%. The improvement in revenues and operating income was primarily attributable to strong performances in the Company's scientific, technical and medical journals programs and in its professional and trade division's business and computer book lines. Revenue gains were also noteworthy in the Company's European and Asian operations. College division results were below expectations for the quarter, as certain sales which normally would have occurred in the first quarter were shifted into the second quarter due to delayed adoptions and ordering decisions by some college booksellers. Cost of sales as a percentage of revenues increased from 32.7% in the prior year to 32.8% due to higher paper costs which were anticipated. Operating expenses as a percentage of revenues were 52.9% in both periods. Interest expense declined by $.8 million due to the prepayment of $26 million of high-cost debt at the end of last year. The effective tax rate of 40% was the same for both periods. -7- 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 July 31, 1995. -8- 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/Charles R. Ellis --------------- Charles R. Ellis President and Chief Executive Officer By/s/Robert D. Wilder ---------------- Robert D. Wilder Senior Vice President and Chief Financial Officer Dated: September 6, 1995 -9-