-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, INp1857mHftIvIgmqITC8HKXiwEfJyrsKJPSzUCmi8zQAp+AasxRMnrkYAAlAkZy I82VYrJgVd0+gkcy3Pxwtg== 0000071023-04-000042.txt : 20041110 0000071023-04-000042.hdr.sgml : 20041110 20041109164051 ACCESSION NUMBER: 0000071023-04-000042 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20041109 DATE AS OF CHANGE: 20041109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS NELSON INC CENTRAL INDEX KEY: 0000071023 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 620679364 STATE OF INCORPORATION: TN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-13788 FILM NUMBER: 041130129 BUSINESS ADDRESS: STREET 1: 501 NELSON PLACE CITY: NASHVILLE STATE: TN ZIP: 37214-1000 BUSINESS PHONE: 6158899000 MAIL ADDRESS: STREET 1: P O BOX 141000 CITY: NASHVILLE STATE: TN ZIP: 37214-1000 FORMER COMPANY: FORMER CONFORMED NAME: NELSON THOMAS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ROYAL PUBLISHERS INC DATE OF NAME CHANGE: 19721019 10-Q 1 q092004.txt FORM 10-Q FOR QUARTER ENDED SEPTEMBER 30, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2004 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE TRANSITION SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-13788 THOMAS NELSON, INC. (Exact name of Registrant as specified in its charter) Tennessee 62-0679364 (State or other jurisdiction of (I.R.S. Employer Identification number) incorporation or organization) 501 Nelson Place, Nashville, Tennessee 37214-1000 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (615) 889-9000 Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] At November 8, 2004, the Registrant had outstanding 13,808,201 shares of Common Stock and 927,340 shares of Class B Common Stock. PART I FINANCIAL INFORMATION Item 1. Financial Statements THOMAS NELSON, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (000's omitted, except share amounts, unaudited)

THOMAS NELSON, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (000's omitted, except per share data, unaudited)

THOMAS NELSON, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (000's omitted) (unaudited)

THOMAS NELSON, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note A - Basis of Presentation The accompanying unaudited condensed consolidated financial statements reflect all adjustments (which are of a normal recurring nature) that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to Securities and Exchange Commission rules and regulations. The statements should be read in conjunction with the Summary of Significant Accounting Policies and notes to the consolidated financial statements included in the Company's annual report for the year ended March 31, 2004. The condensed consolidated balance sheets and related information in these notes as of March 31, 2004 have been derived from the audited consolidated financial statements as of that date. Certain reclassifications of prior period amounts have been made to conform to the current period's presentation. Total comprehensive income and net income are the same for all periods presented. Note B - Stock-Based Compensation The Company applies the intrinsic-value-based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations including FASB Interpretation No. 44, "Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25," issued in March 2000, to account for its fixed-plan stock options. Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. SFAS No. 123, "Accounting for Stock-Based Compensation," extablished accounting and disclosure requirements using a fair-value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS No. 123, the Company has elected to continue to apply the intrinsic-value-based method of accounting described above and has adopted only the disclosure requirements of SFAS No. 123. The following table illustrates the effect on net income if the fair-value-based method had been applied to all outstanding and unvested awards in each period.

The fair value of each option on its date of grant has been estimated for pro forma purposes using the Black-Scholes option pricing model using the following weighted average assumptions:

Note C - Inventories Components of inventories consisted of the following (in thousands):

Note D - Operating Segments The Company is organized and managed based upon its products and services. The Company has identified two reportable business segments: publishing and conferences. The publishing segment primarily creates and markets Bibles, inspirational and family oriented books and videos. The conference segment hosts inspirational and motivational conferences across North America. Summarized financial information concerning the Company's reportable segments is shown in the following table. The "Other" column consists of items related to discontinued operations (in thousands).

Conferences net revenues include event ticket sales of $14.2 million, $12.4 million and $21.9 million for the six months ended September 30, 2004 and 2003 and the fiscal year ended March 31, 2004, respectively. Note E - Long-Term Taxes Payable Long-term taxes payable at September 30, 2004 include a liability, which resulted from an income tax refund of $18.7 million received in April 2003. This tax refund was related to the disposal of the Company's C.R. Gibson gift division and was used to pay down existing debt. Further, the Company has reduced its income tax payments by approximately $2.2 million related to additional tax credits generated by the tax loss realized on the disposal of C.R. Gibson. Until such time that the Company can conclude that the position taken on its income tax returns will ultimately be sustained by the taxing authorities, the refund and the tax credits will be recorded as a non-current tax liability. If the Company's position is sustained, the Company will recognize the refund and the tax credits as income from discontinued operations. Note F - Debt The Company's bank credit facility, as amended, consists of a $50 million Senior Unsecured Revolving Credit Facility (the "Credit Facility"). The Credit Facility bears interest at either the lenders' base rate or, at the Company's option, the LIBOR plus a percentage, based on certain financial ratios, and matures on October 15, 2008. At September 30, 2004, the Company had no outstanding borrowings under the Credit Facility. At September 30, 2004, the Company had outstanding approximately $3.5 million in unsecured senior notes ("Senior Notes"). The Senior Notes bear interest at 6.68% and are due through fiscal 2006. Under the terms of the Credit Facility and the Senior Notes, the Company has agreed to limit the payment of dividends and to maintain certain financial ratios and tangible net worth, which are similarly calculated for each debt agreement. At September 30, 2004, the Company was in compliance with all covenants of these debt agreements. Note G - Royalty Advances At September 30, 2004, March 31, 2004 and September 30, 2003, prepaid expenses include $11.6 million, $9.2 million and $8.8 million, respectively, of royalty advances for products that have been released to the market or are expected to be released within the next twelve months. At September 30, 2004, March 31, 2004 and September 30, 2003, other assets include $5.5 million, $2.3 million and $3.2 million, respectively, for royalty advances for products not expected to be released to the market within the next twelve months. Note H - Common Stock Declaration of dividends is within the discretion of the Board of Directors of the Company. The Board considers the payment of dividends on a quarterly basis, taking into account the Company's earnings and capital requirements, as well as financial and other conditions at the time. Certain covenants of the Company's Credit Facility and Senior Notes limit the amount of cash dividends payable based on the Company's cumulative consolidated net income. The following table indicates dividend activity for the six-month period ended September 30, 2004. Dividends relate to both Common Stock and Class B Common Stock.

Class B Common Stock carries ten votes per share, compared to one vote per share for Common Stock, and is convertible to Common Stock on a one-to-one ratio at the election of the holder. The Class B and Common Stock are identical in all other material respects. Note I - Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share (in thousands except per share amounts):

For the three months ended September 30, 2004, there were 137,000 anti-dilutive options outstanding; and for the three months and six months ended September 30, 2003, there were 509,500 anti-dilutive options outstanding. As of September 30, 2004, there were no other securities outstanding that could potentially dilute basic earnings per share in the future. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - -------------------------------------------------------------------- Executive Summary - ----------------- Thomas Nelson, Inc. publishes Bibles and books and hosts inspirational conferences, designed to appeal to the Christian and family-oriented lifestyle segments of the population. The Company's business strategy is to publish high-quality products and offer related conference services for the Christian and general retail markets. Thomas Nelson's Common Stock and Class B Common Stock are listed on the New York Stock Exchange under the symbols TNM and TNMB, respectively. More information can be found in our Annual Report on Form 10-K. Net revenues for the quarter ending September 30, 2004 were down 3% in comparison to the comparable quarter in the prior year. Publishing net revenues were down 7%, partially offset by a 16% increase in Conferences net revenue. The increase in Conferences net revenues were primarily attributable to hosting one additional conference in this year's period compared to the prior year number of events. The decline in Publishing net revenues are attributable to several factors. First, our new-product release schedule is weighted more toward the second half of this fiscal year. The second factor relates to a soft retail environment during the current quarter. U.S. Census Bureau data suggests that retail sales in bookstores were down in both July and August (September data was unavailable prior to filing this 10-Q). We also experienced higher return levels in the quarter compared to the prior year, which may have been related to the soft retail environment. We believe we have a strong line-up of new products scheduled to release in the second half of the fiscal year that will help us achieve revenue growth for the remaining six months of this fiscal year. This summary should be read together with the complete Management's Discussion and Analysis and the related financial statements and notes thereto. Cautionary Note On Forward-Looking Statements - --------------------------------------------- The following discussion includes certain forward-looking statements (all statements other than those made solely with respect to historical fact) and the actual results may differ materially from those contained in the forward-looking statements due to known and unknown risks and uncertainties. Any one or more of several risks and uncertainties could account for differences between the forward-looking statements that are made today and the actual results, including with respect to our sales, profits, liquidity and capital position. These factors include, but are not limited to: risks relating to our ability to satisfy regulatory requirements with respect to our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, which requires us to perform an evaluation of our internal control over financial reporting and have our auditor attest to such evaluation; softness in the general retail environment or in the markets for our products; the timing and acceptance of products being introduced to the market; the level of product returns experienced; the level of margins achievable in the marketplace; the collectibility of accounts receivable; the recoupment of royalty advances; the effects of acquisitions or dispositions, the financial condition of our customers and suppliers; the realization of inventory values at carrying amounts; our access to capital; the outcome of any future Internal Revenue Service audits; and the realization of income tax and intangible assets. These conditions cannot be predicted reliably and the Company may adjust its strategy in light of changed conditions or new information. Thomas Nelson disclaims any obligation to update forward-looking statements. OVERVIEW The following table sets forth for the periods indicated certain selected statements of income data of the Company expressed as a percentage of net revenues and the percentage change in dollars in such data from the prior fiscal year.

The Company's net revenues fluctuate seasonally, with net revenues in the first fiscal quarter historically being lower than those for the remainder of the year. This seasonality is the result of increased consumer purchases of the Company's products during the traditional holiday periods. In addition, the Company's quarterly operating results may fluctuate significantly due to the seasonality of new product introductions, the timing of selling and marketing expenses, the timing and size of the venues for conference events and changes in sales and product mixes. Results of Operations Consolidated Results - Second Quarter of Fiscal 2005 Compared with Second Quarter of Fiscal 2004 - ------------------------------------------------------------------------- Net revenues for the three months ended September 30, 2004 decreased $1.9 million, or 3%, from the same period in the prior year. Net revenues from publishing products decreased $3.6 million, or 7%. The decline in publishing net revenues is primarily attributable to a higher level of returns and timing of new product releases, partially offset by the World Publishing acqusition on September 19, 2003. We believe the weak retail environment during the quarter was the primary cause of the returns. Also, new product releases are weighted more toward the second half of this fiscal year. Net revenues from conferences increased $1.6 million or 16%, compared to the prior year. This improvement relates primarily to hosting one additional conference in this year's period compared to the prior year. Price increases did not have a material effect on net revenues. The Company's cost of goods sold decreased for the three months ended September 30, 2004 by $1.0 million, or 3% from the same period in the prior year, and as a percentage of net revenues, remained consistent for both periods at 57%. An increase in cost of goods as a percentage of net revenues attributable to a planned increase for conference products to attempt to increase volume and total profit was offset by a reduction in cost of product percentage for publishing product. The improvement for publishing products was primarily attributable to improved recovery on sales of excess inventories and improved recovery of royalty advances. Selling, general and administrative expenses, excluding depreciation and amortization, for the three months ended September 30, 2004 decreased $0.4 million, or 3% from the same period in the prior year. These expenses, expressed as a percentage of net revenues, remained consistent at 25% for both periods. Depreciation and amortization and interest expense were relatively consistent with the prior year quarter. The provision for income taxes has been increased from 37.5% to 38.5% for the current fiscal year due to increased business activity in states with higher income tax rates without the benefit of state net operating loss carry forwards that existed in prior periods, and accruals for other tax items. Consolidated Results - First Six Months of Fiscal 2005 Compared with the First Six Months of Fiscal 2004 - ---------------------------------------------------------------- Net revenues for the six months ended September 30, 2004 increased $5.3 million, or 5%, from the same period in the prior year. Net revenues from publishing products increased $1.7 million, or 2%. The increased revenue performance for publishing products primarily relates to the World Publishing acquisition on September 19, 2003, partially offset by higher levels of publishing product returns and timing of new releases. Net revenues from conferences increased $3.6 million or 23%, compared to the prior year. This improvement relates primarily to hosting one additional conference in this year's period compared to the prior year and a mix of larger venues this fiscal year compared to the prior period. The first quarter of last fiscal year was also an unusually weak period for conference attendance, which we believe was partially attributable to the beginning of the war in Iraq. Price increases did not have a material effect on net revenues. The Company's cost of goods sold increased for the six months ended September 30, 2004 by $2.0 million, or 3%, from the same period in the prior year, and as a percent of net revenue, declined to 58% compared to 59% in the prior year. This improvement in cost of goods sold as a percentage of net revenue is attributable to publishing products partially offset by the planned higher percentage for conferences. The cost improvement for publishing products was primarily attributable to improved recovery on sales of excess inventories and improved recovery of royalty advances. The planned increase in cost of goods sold as a percentage of net revenues for conferences primarily relates to new product sales strategies designed to increase volume and total profit. Selling, general and administrative expenses, excluding depreciation and amortization, for the six months ended September 30, 2004 increased $2.2 million, or 7%, from the same period in the prior year. These expenses, expressed as a percentage of net revenues, were 29% in the current period vs. 28% in the prior year. The increase in dollars and percentage over the prior year is primarily attributable to the acquisition of World Publishing on September 19, 2003, additional expenditures required for compliance with the Sarbanes-Oxley Act, planned increases in advertising, and variable expenses that increased in relation to net revenues. Depreciation and amortization totaled $1.2 million in the current period compared to $1.1 million in the prior year. This slight increase is primarily attributable to the office renovations that were completed at the end of the prior year fiscal year. Interest expense declined to $0.4 million in the current period compared to $0.5 million in the prior year. This slight decline is primarily attributable to lower debt levels. The provision for income taxes has been increased from 37.5% to 38.5% for the current fiscal year due to increased business activity in states with higher income tax rates without the benefit of state net operating loss carry forwards that existed in prior periods, and accruals for other tax items. Liquidity and Capital Resources - ------------------------------- At September 30, 2004, the Company had approximately $22.3 million in cash and cash equivalents. The primary sources of liquidity to meet the Company's future obligations and working capital needs are cash generated from operations and borrowings available under bank credit facilities. At September 30, 2004, the Company had working capital of $82.9 million. Net cash provided by continuing operations was $2.1 million for the six months ended September 30, 2004 and $6.1 million for the same period last year. Cash provided by continuing operations during the six months ended September 30, 2004 was principally attributable to net income and collections of accounts receivable offset by an increase in inventory and royalty advances. The increase in inventory is due to the seasonality of our business, and the increase in royalty advances relates to the resigning of key authors. In April 2003, the Company received a tax refund of $18.7 million. This tax refund was related to the recognition of a loss on disposal of the Company's C.R. Gibson gift division and was used to pay down debt. Until such time that we conclude that the position taken on our income tax returns will ultimately be sustained by the taxing authorities, the refund will be recorded as a non-current tax liability. If sustained, the Company will record the refund as income from discontinued operations. Fiscal year-to-date capital expenditures have totaled approximately $1.3 million, primarily consisting of building improvements, computer software and equipment. During the remainder of fiscal 2005, the Company anticipates capital expenditures of approximately $2.7 million, primarily consisting of computer software and equipment. The Company's bank credit facility, as amended, consists of a $50 million Senior Unsecured Revolving Credit Facility (the "Credit Facility"). The Credit Facility bears interest at either the lenders' base rate or, at the Company's option, the LIBOR plus a percentage, based on certain financial ratios. The Credit Facility matures on October 15, 2008. At September 30, 2004, the Company had no outstanding borrowings under the Credit Agreement. At September 30, 2004, the Company had outstanding approximately $3.5 million of unsecured senior notes ("Senior Notes"). The Senior Notes bear interest at a rate of 6.68% due through fiscal 2006. Under the terms of the Credit Facility and the Senior Notes, the Company has agreed to limit the payment of dividends and to maintain certain financial ratios and tangible net worth. At September 30, 2004, the Company was in compliance with all covenants of these debt agreements. On February 3, 2004, the Company received a letter from one of its former customers that has filed for Chapter 11 bankruptcy. It indicated that the Company may have received preference transfers, in the form of cash and returned books, totaling approximately $1.7 million. We are evaluating the notice and intend to vigorously defend the matter. While resolution of this matter is not expected to materially affect the Company's liquidity, if all or a portion of these amounts were to be repaid, it would reduce the Company's net income in the amount of the repayment, net of tax. Management believes cash on hand, cash generated by operations and borrowings available under the Credit Facility, will be sufficient to fund anticipated working capital requirements for existing operations through the remainder of fiscal 2005. The Company's current cash commitments include current maturities of debt and operating lease obligations that are disclosed in the Company's Annual Report on Form 10-K as of and for the year ended March 31, 2004. The Company also has current inventory purchase and royalty advance commitments in the ordinary course of business that require cash payments as vendors and authors fulfill their requirements to the Company in the form of delivering satisfactory product orders and manuscripts, respectively. The Company has no off-balance sheet commitments or transactions with any variable interest entities (VIE's). Management also is not aware of any undisclosed material related party transactions or relationships with management, officers or directors.

Withheld/ Nominee For Abstained - ----------------- ---------- --------- Sam Moore 20,008,048 116,422 Ronald W. Blue 19,921,706 202,764 Michael S. Hyatt 19,936,282 188,188 Item 6. Exhibits - ----------------- Exhibits required by Item 601 of Regulation S-K. Exhibit Number - ------- 31.1 -- Certification of Sam Moore, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 -- Certification of Joe L. Powers, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 -- Certification of Sam Moore, pursuant to 18 U.S.C. Section 1350 as adopted by Section 906 of the Sarbanes-Oxley Act of 2002 32.2 -- Certification of Joe L. Powers, pursuant to 18 U.S.C. Section 1350 as adopted by Section 906 of the Sarbanes-Oxley Act of 2002 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. Thomas Nelson, Inc. (Registrant) Date: November 9, 2004 By: /s/ Joe L. Powers ----------------- ------------------------ Joe L. Powers Executive Vice President and Chief Financial Officer INDEX TO EXHIBITS Exhibit Number - ------- 31.1 -- Certification of Sam Moore, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 -- Certification of Joe L. Powers, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 -- Certification of Sam Moore, pursuant to 18 U.S.C. Section 1350 as adopted by Section 906 of the Sarbanes-Oxley Act of 2002 32.2 -- Certification of Joe L. Powers, pursuant to 18 U.S.C. Section 1350 as adopted by Section 906 of the Sarbanes-Oxley Act of 2002 EX-31.1 2 ex311092004q.txt EXHIBIT 31.1 TO 9/30/2004 FORM10-Q EXHIBIT 31.1 CERTIFICATIONS -------------- I, Sam Moore, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Thomas Nelson, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter inthe case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal cotnrol over fiancial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and matieral weakensses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, precess, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 9, 2004 By: /s/ Sam Moore ----------------------- Sam Moore Chairman and Chief Executive Officer EX-31.2 3 ex312092004q.txt EXHIBIT 31.2 TO 9/30/2004 FORM10-Q EXHIBIT 31.2 CERTIFICATIONS -------------- I, Joe L. Powers, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Thomas Nelson, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter inthe case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal cotnrol over fiancial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and matieral weakensses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, precess, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 9, 2004 By: /s/ Joe L. Powers ----------------------- Joe L. Powers Executive Vice President, Secretary and Chief Financial Officer EX-32.1 4 ex321092004q.txt EXHIBIT 32.1 TO 9/30/2004 FORM10-Q EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Thomas Nelson, Inc. (the "Company") on Form 10-Q for the period ending September 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Sam Moore, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Sam Moore - ----------------------- Sam Moore Chairman and Chief Executive Officer November 9, 2004 EX-32.2 5 ex322092004q.txt EXHIBIT 32.2 TO 9/30/2004 FORM10-Q EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Thomas Nelson, Inc. (the "Company") on Form 10-Q for the period ending September 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Joe L. Powers, Executive Vice President, Secretary and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Joe L. Powers - ---------------------------------- Joe L. Powers Executive Vice President, Secretary and Chief Financial Officer November 9, 2004 -----END PRIVACY-ENHANCED MESSAGE-----