UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
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Commission file number 2-28286
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The Bureau of National Affairs, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 53-0040540
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1231 25th St., N. W., Washington, D. C. 20037
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including Area Code (202) 452-4200
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Securities Registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: Class A
common stock, $1.00 par value.
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, and (2) has been
subject to such filing requirements for the past 90 days. Yes __X__.
No _____.
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ( X )
The market value of the Class A voting stock held by
non-affiliates of the registrant as of February 22, 1997 was $89,515,908
(all voting stock is owned by employees of the registrant and its
subsidiaries). In determining this figure, The Bureau of National
Affairs, Inc. (the "Company"),
Page 1 of 57 Pages
<PAGE>2
has assumed that all of its officers, directors, and persons known to
the Company to be the beneficial owners of more than five percent of the
Company's Class A common stock are affiliates. Such assumption should
not be deemed conclusive for any other purpose.
The number of shares outstanding of each of the registrant's
classes of common stock, as of February 22, 1997 was 3,610,290 Class A
common shares, 4,837,607 Class B common shares, and 412,996 Class C
common shares.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
Portions of the Company's definitive Proxy Statement, filed with
the SEC on March 28, 1997, are incorporated by reference into Part III
of this Form 10-K.
The Bureau of National Affairs, Inc.
Index to Form 10-K
For the fiscal year ended December 31, 1996
Page No.
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PART I.
Item 1. Business.................................................... 3-13
Item 2. Properties.................................................. 13
Item 3. Legal Proceedings........................................... 13
Item 4. Submission of Matters to a Vote of Security Holders......... 13
Item X. Executive Officers of the Registrant........................ 14-15
PART II.
Item 5. Market for the Registrant's Common Stock and Related
Security Holder Matters.................................... 16
Item 6. Selected Financial Data..................................... 17
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................. 18-20
Item 8. Financial Statements and Supplementary Data................. 21-40
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 41
PART III.
Item 10. Directors and Executive Officers of Registrant.............. 41
Item 11. Executive Compensation...................................... 41
Item 12. Security Ownership of Beneficial Owners and Management...... 41
Item 13. Certain Relationships and Related Transactions.............. 41
PART IV.
Item 14. Exhibits, Financial Statement Schedules, and Report on
Form 8-K................................................... 42-43
SIGNATURES............................................................. 44
EXHIBIT INDEX.......................................................... 45
<PAGE>3
PART I
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Item 1. Business
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General Development of Business and Narrative Description of Business
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Business of BNA and Subsidiaries
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The Bureau of National Affairs, Inc. (BNA), is a leading publisher of
specialized business, legislative, judicial, and regulatory information
services. BNA was founded in 1929, and was incorporated in its present
form as an employee-owned company in 1946. BNA is independent, for
profit, and is the oldest fully employee-owned company in the United States.
BNA and its publishing subsidiaries, Tax Management Inc. and Pike &
Fischer, Inc., are engaged in providing labor, legal, economic, tax,
health care and other regulatory information to business, professional,
and academic users. They prepare, publish, and market subscription
information services in print, compact disc, and online formats, books,
pamphlets, and research reports.
Sales are made principally in the United States through field sales
personnel who are supported by direct mail, space advertising, and
telemarketing. Customers include lawyers, accountants, business
executives, human resource professionals, health care administrative
professionals, labor unions, trade associations, educational
institutions, government agencies, and libraries in the United States
and throughout the world.
Online products are marketed through database vendors such as
LEXIS/NEXIS, West Publishing Company, Dialog, Legislate, Cambridge
Information Group, and others. In 1996, the Company began offering many
of its products for electronic delivery via Lotus Notes and the Internet.
BNA Software, a division of Tax Management Inc., develops, produces, and
markets tax and financial planning software for use on personal
computers. Sales are made to accountants, lawyers, tax and financial
planners, and others. The products are marketed through direct mail,
space advertising, and BNA field sales representatives.
BNA International Inc. is the company's agent outside of North America
for sale of its domestic services and also engages in independent
publishing activity, including adaptation of the Company's domestic
products for sales abroad.
The McArdle Printing Co., Inc. provides printing services to
mid-Atlantic area customers. It utilizes modern equipment and
technology in printing information products for publishers, trade
associations, professional societies, other non-profit organizations,
financial institutions and governmental organizations. Approximately
60 percent of its business is derived from the BNA publishing companies.
BNA Communications Inc. is engaged in the business of producing,
publishing, and marketing multimedia programs for training in the equal
employment opportunity and safety and health related fields. The
programs promote awareness, facilitate regulatory compliance, and
develop skills for managers and employees in industry and government.
<PAGE>4
REVIEW OF OPERATIONS
BNA capped its first half-century as an employee-owned company with
record revenues and earnings in 1996. These results are all the more
impressive in that they were achieved in a highly competitive and
increasingly price sensitive market and at a time the company continued
making large investments in new products and operating systems to ensure
its future prosperity.
Consolidated revenues of $232.6 million were a modest 2.7 percent above
the previous year, but careful control of costs in all categories,
notably lower selling and initial fulfillment expenses, and a
substantial reduction in BNA Communications' operating loss, resulted in
a dramatic increase in the consolidated operating profit.
Comparisons of 1996 results with the year before are affected by two
major 1995 transactions. There was a $2.1 million charge against 1995
operating profit due to a required change in accounting for advertising
costs, which is described in Note 2 to the financial statements. This
charge was offset by a $2.4 million pre-tax gain from the sale of The
McArdle Printing Company's former plant site in Silver Spring, Md.
Non-operating income was lower in 1996 because of the McArdle property
sale and the divestiture of BNA California products in the previous
year, but the very favorable improvement in operating profit more than
offset this shortfall. Net income of $14.6 million was 20 percent higher
than a year earlier.
Cash and investment balances increased by 19 percent in 1996 to $136.2
million, reflecting strong operating cash flows and the lowest level of
capital expenditures in over a decade. These financial resources
generate current investment income and provide the reserves to reinvest
in the business and to meet share repurchase obligations inherent in
employee ownership. Investment income in 1996 rose to almost $7 million.
BNA's financial strength and liquidity, evidenced by these substantial
investment balances Built up over the years and by the absence of debt,
puts the company in a strong position to meet the challenges and
obligations of the years to come.
A REVIEW OF 1996 OPERATIONS OF THE PARENT COMPANY AND EACH SUBSIDIARY FOLLOWS.
<PAGE>5
PARENT COMPANY
The transformation from a print publisher to a multiple media
information company began to pay off financially in 1996 and, as a
result, the parent company saw a substantial jump in its operating
profit. That improvement resulted in large part from learning how to
produce, sell, distribute, and support our increasingly diverse product
line more efficiently.
Parent company revenues reached $159 million, which was a disappointing
1.3 percent increase over the previous year. Operating expenses, on the
other hand, were 1.3 percent lower than 1995 as a result of lower
selling and distribution costs.
New service sales got off to a very rough start in 1996. Miserable
winter weather, the federal government's shutdown, and unexpected
difficulties in launching the electronic versions of BNA's notification
services all contributed to a weaker than anticipated first half of the
year. The second half, however, was another story. Once again, great
editorial product in the hands of an experienced and stable sales force
proved to be a winning combination; new sales of our business and human
resource, legal, health care, and tax products all grew in 1996, in some
cases substantially. And while sales declined in the environmental area,
BNA's Environment Library on CD-ROM was, for the fourth year in a row,
the company's best-selling product.
Along with traditional products, the parent company experimented with
two new formats in 1996. In March, BNA's notification services became
available electronically on Lotus Notes: Newsstand^TM. In May, those
services became available on the portion of the Internet known as the
World Wide Web. These products are sold directly by BNA and the revenue
generated comes directly to BNA. From the subscriber's perspective, this
format allows more timely delivery of the information and provides
search and retrieval capabilities unavailable in print. By the end of
the year, the World Wide Web versions of these products, especially the
dailies, were selling briskly and this should provide a significant
revenue stream for years to come.
<PAGE>6
The company's best-selling print product in 1996 was Labor Relations
Reporter. Last fall, the CD-ROM version of this product was released.
The four-disk Labor and Employment Law Library should ensure that this
massive reference product remains a viable and vital part of BNA's
product line.
BNA's newest product line, health care, was expanded with the launch of
BNA's Health Law and Business Library. This product consists of
individual portfolios, written by outside practitioners, that address
specific business and legal issues confronting modern health care
organizations. The portfolio series was launched simultaneously in print
and in a CD-ROM version. Such "dual" launches will probably become the
rule rather than the exception, as we attempt to make BNA information
available in whatever format best meets the needs of our subscribers.
Another important addition to our health care product line came late in
the year with the launch of BNA's Health Care Daily Report. This daily
notification service is available through the World Wide Web or by
facsimile.
The Legal Services Division launched a traditional weekly notification
service, BNA's Electronic Information Policy and Law Report (EPLR).
Released in April, EPLR covers legal issues raised by the dissemination
of electronic information. It is the first BNA publication to offer
subscribers the option of receiving electronic bulletins on major
breaking stories between weekly issues.
In the environment area, much effort was once again put into ensuring
that BNA's Environment Library on CD-ROM (ELCD) continued to be the best
product available in a very competitive marketplace. In addition, late
in the year we released BNA's Waste Management Guide, the first
installment of what will become in 1997 an environmental compliance
series that complements ELCD and solidifies BNA's market-leading status
in environmental information.
The need to produce information efficiently in multiple formats was the
impetus behind the creation of PS2000, a single publishing system
designed to produce all of BNA's diverse product line. There was
considerable progress in moving to that new system in 1996, with the
most notable milestone being the production of two of our daily
notification services. By the end of the year, 24 notification and
reference services were being produced on the new system. This
multi-year project continues to be on time and under budget, a truly
remarkable achievement.
<PAGE>7
Considerable progress was also made on the effort to create and
implement a new business system. This has been a long and difficult
project but, at this point, the system is nearly complete, final testing
and training has begun, and implementation should happen this summer.
The system also acquired a new name indicative of the optimism
surrounding its impending implementation: Phoenix.
One issue of considerable concern was finally resolved in 1996. For
several years, the company has been studying the option of relocating
our headquarters. The need for adequate expansion space and the
financial attractions of doing business in jurisdictions other than the
District of Columbia led the company to evaluate a number of options.
Throughout the process, there was a clear preference to avoid the
disruption of relocation and to remain close to the federal government,
the source of much of BNA's information. Working with the D.C.
government and local building owners, we were able to achieve that goal
by putting together a package of tax incentives and favorable lease
terms that will enable us to remain right where we are for the next 10
years.
Efficiency, productivity, and cost consciousness are goals that have
been taking on increasing importance in recent years. In 1996, we began
to see the tangible results of the efforts taken in pursuit of those
goals. Despite low revenue gains, we were able to significantly increase
the parent's operating profit. It is important that those efforts
continue and become institutionalized at BNA. A number of efforts were
started in 1996 to address the other part of the equation: revenue
growth. And if those efforts bear fruit, we will not only match our
enviable history of success, we will surpass it.
BNA BOOKS
BNA Books' operating profit topped $1 million for the first time ever in
1996. This marks the third year in a row that the Division has record
profits. With $5.4 million in revenues, the operating margin came in at
a very respectable 21 percent.
The publication of the third edition of the BNA/ABA treatise, Employment
Discrimination Law, the definitive work in the field, contributed
heavily to the Division's success in 1996. A multidisciplinary work on
the law of downsizing, a new treatise on disabilities, and a biannual
update service on EEO law rounded out the Division's new offerings in
labor and employment law and made substantial contributions to the
Division's revenues. Finally, the publication of the second edition of
the BNA/ABA Covenants Not to Compete, edited by a BNA employee, helped
BNA Books maintain its position as the premier publisher of labor and
employment law books.
In the intellectual property area, the Division published a patent
prosecution treatise with a forms book and disk. And BNA Books took over
publication of Patent Law & Practice, a guidebook for federal judges. In
all, the Division published 23 new titles in 1996.
A strong and growing product line will enable the Division to be a
contributor to BNA's growth and success long into the future.
<PAGE>8
SUBSIDIARY COMPANIES
TAX MANAGEMENT INC.
Another year of record-breaking new service sales and a solid
subscription base for major services produced very strong financial
results in 1996. Operating revenues exceeded $48 million for the print
services, CD-ROM products, and BNA Software releases, all of which are
rapidly becoming standards in the professional tax market. Despite
increased investment in editorial and sales, operating profit topped
$5.9 million and net income improved 12 percent from the previous year.
The subsidiary finished the year with a $4 million dividend paid to the
parent.
Tax Management has long been recognized as a premier tax publisher, with
hundreds of Portfolios and Tax Practice Series analyses prepared by
practitioners. The value of these services continues to increase with
the quality enhancements provided by a substantial staff of employee
shareholders. These lawyers, accountants, reporters, editors,
programmers, systems analysts, technicians, and client relations
specialists assure quality by maintaining currency for the rapidly
changing tax planning issues, adding extensive cross references and
links to related material, incorporating primary source materials and
forms, and training customers.
Tax Management Financial Products was added to the product line in 1996
to serve the unique needs of professionals working in this specialized
area of tax planning. State and Federal Tax Forms were incorporated into
Portfolios Plus and Tax Practice Series, adding further value to these
cornerstone services. Transfer Pricing Report, Financial Products
Report, and Multistate Tax Report were made available to customers
through Lotus Notes: Newsstand^TM and on the World Wide Web.
Rounding out the solid line of tax planning services are dozens of
advisory board meetings, conferences, and continuing legal education
programs to provide service to our growing customer base.
<PAGE>9
BNA SOFTWARE
BNA Software revenues grew modestly in 1996 to nearly $9 million.
Operating profit was a healthy $1.5 million, 16 percent of revenues, and
essentially unchanged from the prior year.
After several years of intense development effort, three new products
were launched in the last half of the year:
o BNA Fixed Assets Next Dimension is the market's only Windows^TM 95
fixed asset accounting system and has been favorably received by
customers.
o BNA 706 Preparer is the only stand-alone Windows^TM estate tax
return preparation program on the market today.
o BNA Sales & Use Tax Rates and Forms CD for Windows^TM is BNA
Software's first information publishing product. It contains over
1,000 sales and use tax compliance forms and over 45,000 sales
and use tax rates covering all taxing jurisdictions in the U.S.
It is designed as a quick reference and compliance aid for
companies doing business in multiple states.
The new year promises to be an exciting one as BNA Software capitalizes
on recently introduced products, develops additional products, and
prepares for new tax changes.
BNA INTERNATIONAL INC.
BNA International continued to exceed expectations in 1996 by generating
a net income of $373,000, an increase of 80.2 percent over 1995. Strong
renewal rates for its established services, steady growth of new
services, together with agency fees for generating record international
sales of parent company and Tax Management products, resulted in the
highest-ever revenues for the subsidiary.
Continuing growth of World Securities Law Report and the successful
launch of the new International Taxation of Low-Tax Transactions
looseleaf service compensated, to some extent, for the absence of
revenues from Direct Investment in North America, which was sold towards
the end of 1995, and World Pharmaceuticals Report, which was sold in
mid-1996.
The divestiture of these services had a dramatic effect on reducing
editorial and production costs and has allowed resources to be refocused
on a strategy for profitable growth. Two new legal looseleaf services
will be launched in 1997, while the addition of a new international tax
managing editor and a new product development manager will provide
additional impetus to the creation of new international products.
Two straight years of strong profit growth have provided a solid basis
on which to expand. BNAI plans to do so while continuing to contribute
to BNA's financial goals.
<PAGE>10
PIKE & FISCHER, INC.
Pike & Fischer's operating revenues grew by 12.4 percent in 1996. While
most of the increase resulted from the transfer of the BNA Criminal
Practice Manual to Pike & Fischer, nearly a third of the increase came
from Pike & Fischer's telecommunications publications. Revenues for the
telecommunications group moved up 9 percent in 1996. Revenues from other
sources were largely unchanged from 1995 levels.
Expenses also grew as a result of the Practice Manual addition.
Fortunately, they increased at a slightly slower pace than operating
revenues. Accordingly, operating profits grew by 13 percent for the
year, which was the principal reason Pike & Fischer posted net income in
excess of $1 million for the second year in a row and was able to
increase its dividend to the parent to $700,000.
Beyond assimilating the Practice Manual, the company's focus in 1996
continued to be on electronic product development. Several new features
were added to Communications Regulation on CD-ROM, the most significant
of which was online updating. Users of the CD-ROM version can now
search free of charge an online collection of Federal Communications
Commission decisions released to the public in the time between CD-
ROM updates. The files for online updating are maintained for Pike &
Fischer by LEXIS-NEXIS, which in 1996 began providing the first online
access to Pike & Fischer's communications law case reporter and digest
service.
Pike & Fischer has been very active over the last 18 months putting in
place routines for producing and fulfilling electronic products. With
these systems largely complete, the company will focus in the coming
year on creating and launching new products and expanding its markets.
BNA COMMUNICATIONS INC.
1996 was a tumultuous year for BNAC. Total revenues decreased 12.4
percent from 1995 levels, reflecting a downward trend in the training
media industry, a lack of successful new product releases, and an
untimely change in the marketing strategies employed by the subsidiary.
To reverse this trend, a number of significant changes were instituted:
top management was replaced at mid-year; major restructuring and cost
reductions were put into place; the sales team was redirected and
supported by increased marketing activity; and product development and
acquisition activities were redirected to better align to BNAC's
traditional strengths.
<PAGE>11
The results of these changes and shifts in strategy began to be felt as
1996 drew to a close. The subsidiary produced results that exceeded the
mid-year estimates of the new management team, while a positive
operating income was achieved for the last two periods of the year.
Expenses for the entire year were reduced from 1995 levels by $1.4
million and the 1996 net loss finished at $285,000, a substantial
improvement over the prior year.
BNAC has developed a credible budget and strategy for 1997 and now turns
its attention to formulating a long-term strategy for future success.
BNA WASHINGTON INC.
BNAW's 1996 operating revenues from outside tenants were $1.9 million.
Operating expenses for all facilities combined were up only 4 percent in
1996 after falling 6 percent the prior year. The past year saw the
conclusion of a multi-year, long-term strategic facility planning
effort, as decisions were made to keep BNA's headquarters in the
District of Columbia for at least the next 10 years.
BNAW and BNA personnel successfully negotiated an agreement with the
District of Columbia that provided tax incentives in return for BNA
remaining in the District. BNAW also concluded negotiations to lease
enough office space in the area to provide for foreseeable expansion for
years to come.
Office space availability and utilization were at a premium during 1996
as expansion programs were put on hold until the long-term plan was
concluded. In the meantime the company made do with current space to
accommodate short-term growth. Given these constraints, BNAW handled a
"churn" (moving personnel and reconfiguring office layouts) of roughly
400 employees involving approximately 60,000 square feet of office space.
Employee safety and security programs were improved during the year.
Procedures were implemented requiring all employees to wear
identification badges, and all visitors to the facilities were required
to register with security guards and also wear identification badges. In
addition, the security force was improved and additional staff added.
Building, garage, and stairwell access were controlled and limited
during business and non-business hours. The program was successful: the
number of security incidents reported was far lower than in previous
years.
<PAGE>12
The MCARDLE PRINTING CO., INC.
McArdle expanded its business and achieved a significant increase in
profitability in 1996.
Operating revenues were $26.3 million, a healthy 8.6 percent increase.
Net income reached $914,000, more than double last year's income. As a
result, the subsidiary paid the parent company a dividend of $600,000,
a 20 percent increase over 1995.
Revenues from printing, binding, and mailing BNA publications increased
by 10.6 percent. BNA, including Tax Management, continues to be
McArdle's largest customer, producing approximately 60 percent of total
revenues. McArdle's commercial revenues increased by 5.6 percent to
$10.6 million, exceeding budget objectives for 1996.
McArdle continued to focus on increasing sales in established markets,
improving quality, and controlling costs while providing the superior
service, responsiveness, and attention to detail that its customers
demand.
In 1996, McArdle also began implementing a state-of-the-art management
information system. Excellent progress has been made and the system is
already producing the timely and accurate information necessary to
manage the complexities of a modern printing business.
McArdle continues to respond to the demands of its markets by expanding
and enhancing its desktop publishing operation. Currently more than 50
percent of the commercial work received by McArdle is routed through the
desktop publishing section. A large format image setter was installed in
1996, improving McArdle's capability to electronically assemble, trap,
impose, and image four pages simultaneously.
To enhance its sheetfed operation, McArdle has contracted to purchase a
new six-color press. The new press will provide additional capacity,
support BNA's advertising program, and allow McArdle to better serve its
current customers while giving it the capability to reach new ones.
With an excellent facility, top flight equipment, and knowledgeable,
productive employees, McArdle is well positioned to grow revenues and
profits. While doing so, it will continue to offer competitively priced,
superior quality products to BNA as well as to the commercial markets it
serves.
<PAGE>13
PART I
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Item 1. Business
--------
General Development of Business and Narrative Description of Business,
(Continued)
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The Bureau of National Affairs, Inc. ("BNA" or the "Company"), operates
primarily in the business information publishing industry. Operations
consist of the production and marketing of information products in print
and electronic form, and outside printing services. Activities in other
industry segments are less than 10 percent of total revenue.
As a response to customer demand, advances in technology, and
competition, the Company now offers many products in CD-ROM or online
delivery formats. CD-ROM's allow the economical addition of value-added
features such as searching capabilities and additional information
content. Online delivery provides more timely receipt.
Competition in the business information industry continues to intensify
and some competitors are larger and have greater resources than BNA.
The Company has invested in sales aids to help its sales force
demonstrate the electronic products to customers. Additionally, the
Company has embarked on a plan to redesign its publishing system to more
effectively produce information for electronic or print delivery. This
process is expected to be developed over several years.
The number of employees of BNA and its subsidiaries was 1,915 at
December 31, 1996.
Item 2. Properties
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BNA Washington Inc. owns and manages the buildings presently used by BNA
and some of its Washington area subsidiaries. Principal operations are
conducted in three adjacent buildings at 1227-1231 25th Street, N.W.,
Washington, D.C. The office building at 1227 25th Street is being used
primarily by BNA and also for commercial leasing. BNA also leases
office space at 1250 23rd Street, N.W., Washington, D.C.
BNA's Circulation Department and BNA Communications Inc. operate in an
owned facility at 9435 Key West Avenue, Rockville, Maryland. Pike &
Fischer, Inc. leases office space for its operations at 4600 East-West
Highway, Bethesda, Maryland. BNA International Inc. conducts its
operations from leased offices at Heron House, 10 Dean Farrar Street,
London, England. The McArdle Printing Co., Inc. owns its office and
plant facilities at 800 Commerce Drive, Upper Marlboro, Maryland.
Item 3. Legal Proceedings
-----------------
The Company is involved in certain legal actions arising in the ordinary
course of business. In the opinion of management the ultimate
disposition of these matters will not have a material adverse effect on
the Company's consolidated financial statements.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended December 31, 1996.
<PAGE>14
PART I
------
Item X. EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------
The following persons were executive officers of The Bureau of National
Affairs, Inc., at December 31, 1996. Executive officers are elected
annually by the Board of Directors and serve until their successors are
elected.
Name Age Present position and prior experience
- ------------------- ----- -------------------------------------
William A. Beltz 67 Chairman of the Board and Chief
Executive Officer
Elected chairman in 1994, president
in 1979 and chief executive officer
in 1980. Joined BNA in 1956. Served
as president until February, 1995,
and chief executive officer through
December, 1996.
Jacqueline M. Blanchard 47 Vice President for Human Resources
Elected to vice president in 1994.
Previously was director of labor
and employee relations since 1987.
Joined BNA in 1984.
John P. Boylan, Jr. 57 Vice President for Administration
Elected to present position in
1986. Joined BNA in 1974 after
employment at Fisher-Stevens, Inc.
(a former BNA subsidiary) since
1962.
Eunice L. Bumgardner 36 Vice President and General Counsel
Elected vice president in 1996 and
general counsel in 1995. Joined BNA
in 1994 as associate general
counsel. From 1991 to 1994 was
senior associate at LeBoeuf, Lamb,
Greene & MacRae, LLP.
Kathleen D. Gill 50 Vice President and Executive Editor
Elected to vice president and
executive editor in 1993.
Previously was associate editor for
business and human resources
services since 1987. Joined BNA
in 1970.
John E. Jenc 54 Treasurer
Elected to present position in
1990. Joined BNA as Controller in
1981.
(Continued)
<PAGE>15
Item X. EXECUTIVE OFFICERS OF THE REGISTRANT (Continued)
------------------------------------
Name Age Present position and prior experience
- ----------------- ----- -------------------------------------
George J. Korphage 50 Vice President and Chief Financial
Officer
Elected vice president in 1988
and chief financial officer in
1989. Joined BNA in 1972.
Mark E. Mooney 44 Vice President and Director of
Information Technology
Elected to present position in
1996. Joined BNA as Director of
Information Systems in 1991.
Resigned in January, 1997.
John V. Schappi 67 Vice Chairman of the Board
Elected to vice chairman in 1993
and served as vice president for
human resources from 1987 to 1994.
Previously was associate editor for
labor services since 1972. Joined
BNA in 1955. Retired in December
1994.
Mary Patricia Swords 51 Vice President and Director of Sales
and Marketing
Elected to present position in
1996. Previously was regional
manager of Mountain sales region
since 1985. Joined BNA in 1977.
Robert L. Velte 49 Vice President for Strategic
Development and President, BNA
International, Inc. (BNAI)
Elected to vice president in 1995
and president of BNAI in 1994.
Previously was president of BNA
Communications since 1986. Joined
BNA Communications in 1976.
Paul N. Wojcik 48 President
Elected president in 1995, senior
vice president in 1994 and general
counsel in 1988. Joined BNA in
1972. Elected chief executive
officer effective January, 1997.
<PAGE>16
PART II
-------
Item 5. Market for the Registrant's Common Stock and Related
Security Holder Matters
----------------------------------------------------
Market Information, Holders, and Dividends
- ------------------------------------------
There is no established public trading market for any of BNA's three
classes of stock, but the Stock Purchase and Transfer Plan provides a
market in which Class A stock can be bought and sold.
The Board of Directors establishes semi-annually the price at which
Class A shares can be bought and sold through the Stock Purchase and
Transfer Plan and declares cash dividends. In accordance with the
corporation's bylaws, the price and dividends on non-voting Class B and
Class C stock are the same as on Class A stock. Dividends have been
paid continuously for 47 years, and they are expected to continue.
As of March 1, 1997, there were 1,536 Class A shareholders, 233 Class B
shareholders, and 36 Class C shareholders. The company repurchased
181,208 shares of Class B stock and 8,247 shares of Class C stock from
retired employees or their estates in the 12 months ending March 1,
1997.
Established stock price and dividends declared during 1996 and 1995 were
as follows:
Stock Price
January 1, 1995 - March 25, 1995 $22.00
March 26, 1995 - September 23, 1995 24.00
September 24, 1995 - March 23, 1996 24.75
March 24, 1996 - September 21, 1996 26.00
September 22, 1996 - December 31, 1996 27.00
Dividends Declared
March 25, 1995 $ .47
September 23, 1995 .47
March 23, 1996 .50
September 21, 1996 .50
The principal market for trading of voting shares of common stock of The
Bureau of National Affairs, Inc., is through the Trustee of the Stock
Purchase and Transfer Plan.
<PAGE>17
PART II
-------
Item 6. Selected Financial Data
-----------------------
<TABLE>
THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED OPERATING AND FINANCIAL SUMMARY: 1996-1992
(Dollar amounts in thousands, except per share data)
<CAPTION>
1996 1995 1994 1993 1992
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Operating Revenues $232,632 $226,497 $215,491 $200,818 $193,036
Operating Expenses 218,074 218,628 204,507 191,144 182,959
- --------------------------------------------------------------------------------
Operating Profit 14,558 7,869 10,984 9,674 10,077
Non-operating Income (Expense):
Investment Income, net 6,989 6,452 4,614 5,759 3,908
Other Income (Expense), Net 82 3,257 459 303 (850)
- --------------------------------------------------------------------------------
Income from Continuing Operations
Before Income Taxes and Cumulative
Effects of Accounting Changes 21,629 17,578 16,057 15,736 13,135
Income Taxes 7,041 5,487 4,397 4,482 3,718
- --------------------------------------------------------------------------------
Income from Continuing Operations
Before Cumulative Effects of
Accounting Changes 14,588 12,091 11,660 11,254 9,417
Cumulative Effects of Accounting
Changes (a) -- -- -- -- (19,482)
- --------------------------------------------------------------------------------
Net Income (Loss) $14,588 $12,091 $11,660 $11,254 ($10,065)
- -----------------------------------=============================================
Profit Ratios (b):
% of Operating Revenues 6.3 5.3 5.4 5.6 4.9
% of Average Stockholders' Equity 20.9 19.8 21.7 22.7 17.4
- --------------------------------------------------------------------------------
Earnings (Loss) Per Share From:
Continuing Operations $1.65 $1.38 $1.36 $1.32 $1.11
Discontinued Operations -- -- -- -- --
Cumulative Effects of Accounting
Changes -- -- -- -- (2.30)
Total Earnings (Loss) Per Share 1.65 1.38 1.36 1.32 (1.19)
Dividends Per Share 1.00 0.94 0.90 0.90 .84
- -----------------------------------=============================================
Balance Sheet Data:
Total Assets $299,311 $278,752 $270,599 $251,517 $229,035
Long-Term Debt -- -- 107 1,332 1,534
- -----------------------------------=============================================
Employee Data:
Number of Employees 1,915 1,863 1,854 1,796 1,718
Total Employment Costs $124,322 $119,488 $120,599 $111,443 $104,345
- -----------------------------------=============================================
Stockholder Data at Year-End:
Book Value Per Share $8.15 $7.59 $6.36 $6.14 $5.47
Number of Stockholders 1,741 1,717 1,627 1,568 1,577
Common Shares Outstanding
(In thousands) 8,848 8,858 8,652 8,553 8,521
- -----------------------------------=============================================
<FN>a
(a) Includes the cumulative effects of the changes in accounting for
other postretirement benefits and for income taxes.
<FN>b
(b) Based on net income excluding the cumulative effects of accounting
changes.
</TABLE>
<PAGE>18
PART II
-------
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
-----------------------------------------------------------
1996 vs. 1995 - Consolidated
- ----------------------------
Consolidated revenues of $233 million were up 2.7 percent from the prior
year's $226 million. Operating profit of $14.6 million was
significantly higher than last year. Net income, also at $14.6 million,
was a record high for the third straight year.
Service revenues (from subscriptions and online products) increased 2.6
percent over 1995 due to modest business growth in the combined
subscription revenue base for print and CD-ROM products. This slower
growth rate is the result of slightly lower renewal rates, federal
government budget uncertainties earlier this year, and lower new sales
in the major CD-ROM products launched over the past three years. Higher
online service revenues from renegotiated agreements mitigated the
decline in total subscription growth. Service revenues were 86.4 percent
of consolidated revenues in both 1996 and 1995. Non-service revenues
(from software, outside printing, training media, books, and other
units) increased by 3.3 percent. The increase resulted from large
increases for outside printing and books, a small increase for software,
and a reduction for training media. Modest revenue growth is expected
to continue in 1997.
Operating expenses in total were slightly lower in 1996 than in 1995.
For services, expense increases occurred in salaries and staffing costs
and CD-ROM production and royalty costs related to growing circulation
and new products. Selling expenses and initial fulfillment expenses,
related to new sales, were lower in 1996. The 1995 expenses had
included a $2.1 million charge for a change in accounting for
advertising expenses (as discussed in Note 2 to the financial
statements). On a more comparable basis, excluding the advertising
charge, operating expenses increased only 0.7 percent over the prior
year and the comparable operating profit increased 46.7 percent.
Six new services were launched in 1996, including a mix of print,
CD-ROM, and electronic delivery. In addition, development efforts for
the electronic delivery of notification services was completed.
Development expenses for new products, improvements on existing
products, and new delivery methods were $6.4 million compared to $6.6
million in 1995. Operating expenses in 1996 also include an
identifiable $5.3 million for developing improved business and
publishing systems compared to $5.5 million in 1995. Non-service
operating expenses were 2 percent lower in 1996, primarily related to
cost reductions for the training media business unit.
Investment income was 8.3 percent higher than in 1995 due to larger
portfolios. Other non-operating income for 1995 had included $3.2 million of
gains on the sale of a former printing plant site and sales of publications.
The consolidated federal, state, and local effective income tax rate was
32.6 percent in 1996 compared to 31.2 percent in 1995. The increase in
the effective rate is due to the large increase in operating income
which is taxed at a higher rate than tax-exempt investment income.
Earnings per share were $1.65 per share compared to $1.38 per share in
1995.
(Continued)
<PAGE>19
1995 vs. 1994 - Consolidated
- ----------------------------
Consolidated revenues of $226 million were up 5.1 percent from the prior
year's $215 million. Operating profit was lower than in 1994, but net
income of $12.1 million was the highest in Company history through 1995.
Service revenues (from print and CD-ROM subscriptions and online
products) increased 6.2 percent over 1994 due to continued growth in the
combined subscription revenue base for print and CD-ROM products. This
growth has been fueled by the market acceptance of the CD products,
which generated over half of all new subscription sales dollars this
year. Service revenues were 86.4 percent of consolidated revenues in
1995 and 85.6 percent in 1994. Non-service revenues (from software,
outside printing, training media, books, and other units) declined
slightly, as revenues were generally unchanged from the prior year,
except for a decline in training media.
Operating expenses increased 6.9 percent overall in 1995. For services,
the expense increase was mainly due to higher salaries, increased
postage and paper rates, higher CD production costs for growing
circulation and new products, increased product development costs,
higher selling expenses related to record prior-year new sales, and an
accounting adjustment for advertising expenses. The operating expense
increase was mitigated by lower pressruns for some products and the
discontinuance of a costly print product in June, 1994. Four new
services were launched in 1995, including two in CD format. In
addition, Windows^TM versions of the Company's most successful CD
products were developed and launched. Product development expenses for
new products and improvements on existing products were $6.6 million
compared to $4.7 million in 1994. Operating expenses in 1995 also
include an identifiable $5.5 million for developing improved business
and publishing systems compared to $6.6 million in 1994. Non-service
operating expenses were 4.8 percent higher in 1995, primarily related to
software product improvement costs.
As described in Note 2 to the financial statements, during 1995 the
Company adopted SOP 93-7 "Reporting on Advertising Costs", which
required that all advertising costs be expensed as incurred.
Previously, advertising costs were deferred and expensed over
subscription terms. Implementing this change increased the 1995
operating expenses because current advertising costs were expensed and,
in addition, $2.1 million of previously deferred advertising costs were
also expensed. Operating profit declined 28.4 percent in 1995.
Excluding the effect of SOP 93-7, the operating profit decline was 9.7
percent.
Non-operating income nearly doubled in 1995 due to higher investment
income related to larger portfolios, and $3.2 million of gains on the
sale of a former printing plant site and sales of publications.
The consolidated federal, state, and local effective income tax rate was
31.2 percent in 1995 compared to 27.4 percent in 1994. In 1994, a 2.4
percent reduction for research and development credit lowered the
effective income tax rate.
Earnings per share were $1.38 per share compared to $1.36 per share in
1994.
(Continued)
<PAGE>20
Deferred Tax Assets
- -------------------
The Company has recorded $18.7 million of net deferred tax assets as of
year-end 1996. This amount includes $21 million related to the accrued
postretirement benefits liability.
In assessing the realizability of the deferred tax assets, management
considers whether it is more likely than not that the deferred tax
assets will be realized. The ultimate realization of deferred tax assets
is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. The
Company has a consistent history of profitability and taxable income,
and management believes this trend will continue. Factors supporting
this conclusion are consistent profitable operations, a quality
reputation in the markets served by the Company, a high renewal rate for
subscription products, a large deferred revenue liability (representing
payments and orders for future fulfillment), and the recent successful
introduction of products using new CD and electronic delivery methods.
In the opinion of management, it is more likely than not that the
existing deferred tax assets will be realized in future years, and no
valuation allowance is necessary.
Financial Resources and Cash Flows
- ----------------------------------
The Company maintains its financial reserves in cash and investment
securities which, along with its operating cash flows, are sufficient to
fund ongoing cash expenditures for operations and to support employee
ownership. Cash provided from operating activities increased 17 percent
to $29.8 million in 1996, reflecting a 1.9 percent increase in
collections, with no change in expenditures.
Cash outlays for investing activities netted to $19.4 million,
reflecting $15.3 million transferred to the Company's investment
portfolio and capital expenditures of $4.1 million. Capital expenditures
for 1997 are budgeted to be over $8 million.
Cash used for financing activities netted to $9.2 million. Sales of
Class A capital stock to employees provided $5.3 million of equity
capital in 1996; the Company paid $5.6 million for repurchases of Class
A, Class B, and Class C capital stock. Cash dividends totaled $8.9
million.
With over $136 million in cash and investment portfolios and no term
debt, the financial position and liquidity of the Company remains very
strong. Should more funding become necessary in the future, the Company
has substantial debt capacity based on its operating cash flows and real
estate equity. Since subscription monies are collected in advance, cash
flows from operations, along with existing financial reserves and
proceeds from the sales of capital stock, have been sufficient in past
years to meet all operational needs, new product introductions, capital
expenditures, debt repayments and, in addition, provide funds for
dividend payments and the repurchase of stock tendered by shareholders.
<PAGE>21
PART II
-------
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
THE BUREAU OF NATIONAL AFFAIRS, INC.
Consolidated Financial Statements
December 31, 1996 and 1995
(With Independent Auditors' Report Thereon)
<PAGE>22
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
The Bureau of National Affairs, Inc.:
We have audited the consolidated financial statements of The Bureau of
National Affairs, Inc. as listed in the accompanying index in Part
IV,Item 14(a)(1). In connection with our audits of the consolidated
financial statements, we have also audited the financial statement
schedule as listed in the accompanying index in Part IV, Item(a)(2).
These financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of The
Bureau of National Affairs, Inc. as of December 31, 1996 and 1995, and
the results of its operations and its cash flows for each of the years
in the three-year period ended December 31, 1996 in conformity with
generally accepted accounting principles. Also in our opinion, the
related financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
S/ KPMG Peat Marwick LLP
------------------------
KPMG Peat Marwick LLP
February 19, 1997
<PAGE>23
<TABLE>
THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
(In thousands of dollars)
<CAPTION>
Percent of
Operating Revenue
--------------------
1996 1995 1994 1996 1995 1994
-------- -------- -------- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
OPERATING REVENUES
(Notes 1 and 2) $232,632 $226,497 $215,491 100.0% 100.0% 100.0%
-------- -------- -------- ------ ------ ------
OPERATING EXPENSES
(Notes 1,2,3,8 and 9):
Editorial, production,
and distribution 131,295 128,671 121,337 56.4 56.8 56.3
Selling, including $2,055
in 1995 for effect of
advertising adjustment 50,828 57,172 49,759 21.9 25.2 23.1
General & administrative 34,681 31,819 32,283 14.9 14.1 15.0
Profit sharing 1,270 966 1,128 0.5 0.4 0.5
-------- -------- -------- ------ ------ ------
218,074 218,628 204,507 93.7 96.5 94.9
-------- -------- -------- ------ ------ ------
OPERATING PROFIT 14,558 7,869 10,984 6.3 3.5 5.1
-------- -------- -------- ------ ------ ------
NON-OPERATING INCOME:
Investment income (Note 4) 6,989 6,452 4,614 3.0 2.8 2.1
Other income (Note 5) 82 3,257 459 -- 1.4 0.2
-------- -------- -------- ------ ------ ------
TOTAL NON-OPERATING INCOME 7,071 9,709 5,073 3.0 4.2 2.3
-------- -------- -------- ------ ------ ------
INCOME BEFORE PROVISION
FOR INCOME TAXES 21,629 17,578 16,057 9.3 7.7 7.4
PROVISION FOR INCOME
TAXES (Note 7) 7,041 5,487 4,397 3.0 2.4 2.0
-------- -------- -------- ------ ------ ------
NET INCOME $ 14,588 $ 12,091 $ 11,660 6.3% 5.3% 5.4%
======== ======== ======== ====== ====== ======
EARNINGS PER SHARE
(Notes 2 and 10): $ 1.65 $ 1.38 $ 1.36
====== ====== ======
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>24
<TABLE>
THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
(In thousands of dollars)
ASSETS
------
<CAPTION>
December 31,
------------------------
1996 1995
--------- ---------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents (Note 4) $ 18,898 $ 17,763
Short-term investments (Note 4) 9,306 11,123
Receivables (Note 8) 45,111 43,171
Inventories (Note 8) 5,397 6,268
Prepaid expenses 4,240 3,378
Deferred selling expenses (Note 2) 23,841 25,226
--------- ---------
Total current assets 106,793 106,929
--------- ---------
MARKETABLE SECURITIES (Note 4) 108,020 85,884
PROPERTY AND EQUIPMENT (Note 8) 49,557 53,265
DEFERRED INCOME TAXES (Note 7) 22,341 19,197
GOODWILL (Note 6) 9,237 9,550
OTHER ASSETS (Note 8) 3,363 3,927
--------- ---------
Total assets $ 299,311 $ 278,752
--------- ---------
</TABLE>
<TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<CAPTION>
December 31,
------------------------
1996 1995
---------- ----------
<S> <C> <C>
CURRENT LIABILITIES:
Payables and accrued liabilities (Note 8) $ 37,328 $ 29,669
Deferred income taxes (Note 7) 3,635 4,788
Deferred subscription revenue (Note 2) 119,821 117,567
---------- ----------
Total current liabilities 160,784 152,024
---------- ----------
POSTRETIREMENT BENEFITS, less current
portion (Note 3) 63,487 56,318
OTHER LIABILITIES 2,915 3,212
---------- ----------
Total liabilities 227,186 211,554
---------- ----------
COMMITMENTS AND CONTINGENCIES (Notes 9 & 10)
STOCKHOLDERS' EQUITY (Notes 4 & 10)
Common stock issued, $1.00 par value --
Class A - 6,478,864 shares 6,479 6,479
Class B - 4,926,973 shares 4,927 4,927
Class C - 506,336 shares 506 506
Additional paid-in capital 31,772 27,695
Retained earnings 50,369 44,665
Treasury stock, at cost (23,178) (18,782)
Net unrealized gain on marketable securities 1,348 1,756
Foreign currency translation adjustment (98) (48)
---------- ----------
Total stockholders' equity 72,125 67,198
---------- ----------
Total liabilities and stockholders' equity $ 299,311 $ 278,752
========== ==========
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>25
<TABLE>
THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
(In thousands of dollars)
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 14,588 $ 12,091 $ 11,660
Items with different cash requirements
than that reflected in net income
Deferred subscription revenue 2,295 (2,431) 12,745
Depreciation and amortization 8,887 10,216 9,856
Accrued postretirement benefits expense 7,357 2,096 3,500
Provision for deferred income taxes (4,110) (3,713) 1,238
Deferred selling expenses 1,385 7,701 (8,895)
(Gain) on sales of securities (542) (672) (341)
(Gain) loss on disposals of property (24) (2,223) 44
(Gain) on sales of publishing assets (58) (981) (503)
Others 233 22 36
Changes in operating assets and liabilities
Receivables (1,970) 5,876 (8,046)
Payables and accrued liabilities 2,643 (1,634) 1,552
Inventories 871 551 142
Film production costs (70) (184) (581)
Other assets and liabilities--net (1,730) (1,276) (556)
--------- --------- ---------
Net cash provided from operating activities 29,755 25,439 21,851
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures
Purchases of equipment and furnishings (4,002) (4,574) (5,046)
Building improvements (132) (664) (281)
Proceeds from the sales of property 37 3,367 --
Proceeds from sales of publishing assets 17 943 549
Purchase of publishing assets -- -- (227)
--------- --------- ---------
Net cash used for capital expenditures (4,080) (928) (5,005)
--------- --------- ---------
</TABLE>
<PAGE>26
<TABLE>
THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
(In thousands of dollars)
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Securities investments
Proceeds from sales and maturities 75,250 75,373 65,269
Purchases (90,587) (90,983) (69,556)
--------- --------- ---------
Net cash used for securities investments (15,337) (15,610) (4,287)
--------- --------- ---------
Net cash used for investing activities (19,417) (16,538) (9,292)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Sales of capital stock to employees 5,306 6,385 5,550
Purchases of treasury stock (5,625) (1,590) (3,487)
Dividends paid (8,884) (8,254) (7,765)
Repayment of borrowings -- (107) (5,411)
--------- --------- ---------
Net cash used for financing activities (9,203) (3,566) (11,113)
--------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 1,135 5,335 1,446
--------- --------- ---------
CASH AND CASH EQUIVALENTS, beginning of year 17,763 12,428 10,982
--------- --------- ---------
CASH AND CASH EQUIVALENTS, end of year $ 18,898 $ 17,763 $ 12,428
========= ========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ 23 $ 95 $ 183
Income taxes paid 10,884 8,121 2,573
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>27
<TABLE>
THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
(In thousands of dollars)
<CAPTION>
Class of Capital
Stock Issued Additional
-------------------- Paid-In Retained Treasury
A B C Capital Earnings Stock Other
----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, Jan 1, 1994 $6,479 $4,919 $506 $18,423 $36,933 $(16,360) $1,584
Sale of Class A
treasury shares to
employees -- -- -- 4,299 -- 1,251 --
Issuance of Class B
shares in exchange
for Class A shares -- 8 -- -- -- (8) --
Repurchase of shares -- -- -- -- -- (3,487) --
Net income -- -- -- -- 11,660 -- --
Cash dividends--
$.90 per share -- -- -- -- (7,765) -- --
Change in net unrealized
gain (loss) on
marketable securities -- -- -- -- -- -- (3,336)
Currency translation
adjustment -- -- -- -- -- -- (63)
----------------------------------------------------------
BALANCE, Dec 31 1994 6,479 4,927 506 22,722 40,828 (18,604) (1,815)
Sale of Class A
treasury shares to
employees -- -- -- 4,973 -- 1,412 --
Repurchase of shares -- -- -- -- -- (1,590) --
Net income -- -- -- -- 12,091 -- --
Cash dividends--
$.94 per share -- -- -- -- (8,254) -- --
Change in net unrealized
gain (loss) on
marketable securities -- -- -- -- -- -- 3,478
Currency translation
adjustment -- -- -- -- -- -- 45
----------------------------------------------------------
BALANCE, Dec 31, 1995 6,479 4,927 506 27,695 44,665 (18,782) 1,708
Sale of Class A
treasury shares to
employees -- -- -- 4,077 -- 1,229 --
Repurchase of shares -- -- -- -- -- (5,625) --
Net income -- -- -- -- 14,588 -- --
Cash dividends--
$1.00 per share -- -- -- -- (8,884) -- --
Change in net unrealized
gain (loss) on
marketable securities -- -- -- -- -- -- (408)
Currency translation
adjustment -- -- -- -- -- -- (50)
----------------------------------------------------------
BALANCE, Dec 31 1996 $6,479 $4,927 $506 $31,772 $50,369 $(23,178) $1,250
==========================================================
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>28
THE BUREAU OF NATIONAL AFFAIRS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
(1) PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION
The accompanying consolidated financial statements include the
accounts of The Bureau of National Affairs, Inc. (the "Parent"),
and its subsidiaries (consolidated, the "Company"). The Company
operates primarily in the business information publishing industry.
Operations consist primarily of the production and marketing of
specialized labor, legal, economic, tax, health care and other
regulatory information services in print and electronic formats,
and outside printing services. Activities in other industry
segments provide less than 10 percent of total revenue. Customers
are primarily lawyers, accountants, business executives, human
resource professionals, health care administrative professionals,
labor unions, trade associations, educational institutions,
government agencies, and libraries. The Company did not derive 10
percent or more of its revenues from any one customer or government
agency or from foreign sales, nor did it have ten percent or more
of its assets in foreign locations.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities, and disclosures of contingent assets and
liabilities, at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Material intercompany transactions and balances have been
eliminated. Certain prior year balances have been reclassified to
conform with current year presentation.
(2) RECOGNITION OF SUBSCRIPTION REVENUES AND SELLING EXPENSES
Subscription revenues and related field selling expenses are
deferred and amortized over the subscription terms, which are
primarily one year. Deferred subscription revenue is classified on
the balance sheet as a current item; however the fulfillment of the
Company's subscription liability will use substantially less
current assets than the liability amount shown.
During 1995, the Company adopted the provisions of the American
Institute of Certified Public Accountants' Statement of Position
(SOP) 93-7, "Reporting on Advertising Costs", which requires that
advertising costs be expensed as incurred. Prior to 1995, the
Company's policy was to defer and amortize these costs in the same
manner as field selling costs. The adoption of SOP 93-7 increased
1995 operating expenses because $5,379,000 of currently incurred
advertising costs were expensed, and in addition, $2,055,000 of
previously deferred advertising costs were also required to be
expensed. The effect of expensing 1995 advertising costs as
incurred, compared to the prior amortization method, was to
decrease 1995 net income by $1,064,000, or $0.12 per share.
Advertising costs, recorded under the prior amortization method in
1994, were $5,870,000. Advertising expense in 1996 was $5,302,000.
<PAGE>29
(3) EMPLOYEE BENEFIT PLANS
The Company has noncontributory defined benefit pension plans
covering employees of the Parent and certain subsidiaries. Benefits
are based on years of service and average annual compensation for
the highest paid five years during the last 10 years of service.
The plans provide for five-year cliff vesting.
The Company's funding practice is to contribute amounts which, at
a minimum, satisfy ERISA requirements. No contributions were
allowed in 1996 due to Internal Revenue Service funding
limitations. The Company contributed $3,899,000 in 1995, and
$3,217,000 in 1994.
Pension expense is recorded on an accrual basis in accordance with
financial reporting standards. Components of the net pension
expense, based on the actuarial study as of January 1 for each
year, were as follows (in thousands of dollars):
1996 1995 1994
--------- --------- ---------
Service cost--benefits earned $ 4,131 $ 3,207 $ 3,448
during the year
Interest cost 5,437 4,939 4,526
Actual return on plan assets
during the year (gain) loss (8,719) (14,287) 256
Net asset gain (loss) deferred
for later recognition 3,427 10,146 (4,389)
Amortization of transition assets and
unrecognized prior service costs (117) (174) (102)
--------- --------- ---------
Net pension expense $ 4,159 $ 3,831 $ 3,739
========= ========= =========
<PAGE>30
The following table sets forth the funded status of the plans and
the liabilities recognized in the Company's Consolidated Balance
Sheets (in thousands of dollars, except percentages):
December 31,
------------------------
1996 1995
--------- ----------
Actuarial present value of benefit obligations:
Vested benefits $ 44,547 $ 45,557
Nonvested benefits 11,002 10,968
---------- ----------
Accumulated benefit obligation 55,549 56,525
Projected future compensation 19,725 21,000
---------- ----------
Projected benefit obligation 75,274 77,525
Plan assets at fair value 72,055 67,595
---------- ----------
Projected benefit obligation in excess
of plan assets 3,219 9,930
Unrecognized net asset 2,253 2,629
Unrecognized net gain (loss) 8,641 (2,936)
Unrecognized prior service cost (2,029) (1,698)
---------- ----------
Accrued pension liability $ 12,084 $ 7,925
========== ==========
Assumed discount rate 7.25% 6.75%
Assumed rate of compensation increase 5.0% 5.0%
Expected long term rate of return on assets 8.0% 8.0%
Plan assets included equity securities, fixed income securities,
and temporary investments. Calculations of benefit obligations as
of December 31, 1996, have been estimated by an independent actuary
and are subject to revision upon completion of a detailed actuarial
study.
In addition, some acquired subsidiaries have defined contribution
pension plans and union-sponsored multi-employer pension plans.
Contributions under some of these plans are at the discretion of
the Board of Directors of the respective subsidiaries. Total
contributions under these plans were $825,000 in 1996, $775,000 in
1995, and $775,000 in 1994.
The Company also has a cash profit sharing plan based on operating
income before taxes, as defined, covering employees of the Parent
and certain subsidiaries. Profit sharing expense was $1,270,000 in
1996, $966,000 in 1995, and $1,128,000 in 1994.
<PAGE>31
In addition to providing pension benefits, the Company extends
certain health care and life insurance benefits ("other post-
retirement benefits") to retired employees. Most of the Company's
employees are eligible for these benefits if they retire while
working for the Company. The Company's policy is to fund these
benefits as claims and premiums are paid.
Postretirement benefits expense is recorded in accordance with
financial reporting standards which require that the present value
of these benefits be accrued during employees' working careers.
Components of the postretirement benefit expense, based on the
actuarial study as of January 1 for each year, were as follows (in
thousands of dollars):
1996 1995 1994
-------- -------- --------
Service cost--benefits earned
during the year $ 1,980 $ 1,505 $ 1,824
Interest cost 2,636 2,493 2,543
Unrecognized prior service cost (55) --- ---
Amortization of net gain (451) (844) (331)
-------- -------- --------
Postretirement benefits expense $ 4,110 $ 3,154 $ 4,036
======== ======== ========
The following table sets forth the liabilities for these benefits
recognized in the Company's Consolidated Balance Sheets (in
thousands of dollars):
December 31,
-----------------------
1996 1995
--------- ---------
Actuarial present value of benefit obligation:
Retirees $ 11,711 $ 12,980
Fully eligible active plan participants 1,399 1,457
Other active plan participants 21,653 23,178
--------- ---------
Accumulated benefit obligation 34,763 37,615
Unrecognized net gain 17,150 11,224
Unrecognized prior service cost 567 622
--------- ---------
Accrued other postretirement
benefits liability 52,480 49,461
Less--current portion 1,077 1,068
--------- ---------
Long-term portion $ 51,403 $ 48,393
========= =========
Assumed discount rate 7.25% 6.75%
Assumed rate of compensation increase 5.0% 5.0%
<PAGE>32
Calculations of benefit obligations as of December 31, 1996, have
been estimated by an independent actuary and are subject to
revision upon completion of a detailed actuarial study. The
December 31, 1996 accumulated benefit obligation was determined
using an assumed health care cost trend rate of 5.5 percent in
1997, declining to 4.5 percent per year in the year 2001 and
thereafter over the projected payout period of the benefits.
The effect of a one-percent increase in the health care cost trend
rate at December 31, 1996 would have resulted in a $5,837,000
increase in the accumulated benefit obligation and a $1,037,000
increase in the 1996 postretirement benefit expense.
(4) INVESTMENTS AND INVESTMENT INCOME
Cash and investments were as follows (in thousands of dollars):
December 31,
-----------------------
1996 1995
--------- ---------
Cash and cash equivalents $ 18,898 $ 17,763
Short-term investments 9,306 11,123
Marketable securities 108,020 85,884
--------- ---------
Total $ 136,224 $ 114,770
========= =========
Cash equivalents consist of short-term investments, with a maturity
of three months or less at the time of purchase. Short-term
investments consist of other fixed-income investments, maturing in
one year or less. Marketable securities consist of fixed-income
securities maturing in more than one year and equity securities.
Investment income consisted of the following (in thousands of
dollars):
1996 1995 1994
--------- --------- ---------
Interest income $ 4,929 $ 4,906 $ 3,629
Dividend income 1,541 969 827
Net gain on sales of securities 542 672 341
Interest expense (23) (95) (183)
--------- --------- ---------
$ 6,989 $ 6,452 $ 4,614
========= ========= =========
Proceeds from the sales and maturities of securities were
$75,250,000, $75,373,000, and $65,269,000 in 1996, 1995, and 1994,
respectively. Gross realized gains and (losses) from these sales
were $713,000 and $(171,000) in 1996, $867,000 and $(195,000) in
1995, and $588,000 and $(247,000) in 1994. The specific
identification method is used in computing realized gains and
losses.
<PAGE>33
The Company's investment securities have been classified as
available-for-sale and are reported at their fair values (quoted
market price), which were as follows (in thousands of dollars):
Gross Gross
Amortized Unrealized Unrealized Fair
December 31, 1996 Cost Gains Losses Value
-------- ------- -------- --------
Equity securities $ 30,716 $ 872 $ (113) $ 31,475
U.S. Government securities 6,403 28 (55) 6,376
Municipal bonds 76,651 1,448 (76) 78,023
Corporate debt 1,481 --- (29) 1,452
-------- ------- -------- --------
Total $115,251 $ 2,348 $ (273) $117,326
======== ======= ======== ========
December 31, 1995
Equity securities $ 20,355 $ 267 $ (50) $ 20,572
U.S. Government securities 9,632 101 (23) 9,710
Municipal bonds 64,221 2,450 (46) 66,625
Corporate debt 100 --- --- 100
-------- ------- -------- --------
Total $ 94,308 $ 2,818 $ (119) $ 97,007
======== ======= ======== ========
The differences between amortized cost and fair value result in
unrealized gains or losses, which are reported, net of tax, as a
separate component of Stockholders' Equity.
Fair values of the Company's investment securities are inversely
affected by changes in market interest rates. Generally, the
longer the maturity of fixed-income securities, the larger the
exposure to the risks and rewards resulting from changes in market
interest rates. Contractual maturities of the fixed-income
securities as of December 31, 1996 were as follows (in thousands of
dollars):
Amortized Fair
Cost Value
--------- ---------
Within one year $ 9,262 $ 9,306
One through five years 33,917 34,189
Five through ten years 25,043 25,602
Over ten years 16,313 16,754
--------- ---------
Total $ 84,535 $ 85,851
========= =========
<PAGE>34
(5) OTHER INCOME
Other income was comprised of the following (in thousands of
dollars):
1996 1995 1994
------- -------- -------
Gain on sales of publishing assets $ 58 $ 981 $ 503
Gain on sale of land --- 2,408 ---
Gain (loss) on disposals of other
property and equipment 24 (185) (44)
Other --- 53 ---
------- -------- -------
Total $ 82 $ 3,257 $ 459
======= ======== =======
(6) GOODWILL
Goodwill represents the excess of the cost of purchased
publications and the capital stock of subsidiaries over the fair
value of net assets at the dates of their respective acquisitions,
net of accumulated amortization of $3,896,000 in 1996 and
$3,583,000 in 1995.
Goodwill acquired prior to November 1, 1970, in the amount of
$634,000, is not being amortized because, in management's opinion,
it has continuing value. Other goodwill is amortized on a
straight-line basis, using forty years. Amortization expense was
$313,000 for 1996, $313,000 for 1995, and $312,000 for 1994.
(7) INCOME TAXES
The total income tax expense (benefit) was allocated as follows (in
thousands of dollars):
1996 1995 1994
-------- -------- --------
Income Statement-Provision for
Income Taxes $ 7,041 $ 5,487 $ 4,397
Stockholders' Equity--Change in:
Unrealized gain (loss) on
marketable securities (220) 1,873 (1,795)
Foreign currency translation
adjustment (27) 24 (34)
-------- -------- --------
Total $ 6,794 $ 7,384 $ 2,568
======== ======== ========
<PAGE>35
The provision for income taxes consisted of the following (in
thousands of dollars):
1996 1995 1994
-------- -------- --------
Taxes currently payable:
Federal $ 9,365 $ 7,933 $ 2,873
State and local 1,786 1,267 286
-------- -------- --------
11,151 9,200 3,159
-------- -------- --------
Deferred tax provision:
Federal (3,364) (3,007) 995
State and local (746) (706) 243
-------- -------- --------
(4,110) (3,713) 1,238
-------- -------- --------
Total $ 7,041 $ 5,487 $ 4,397
======== ======== ========
Reconciliation of the U.S. statutory rate to the Company's
consolidated effective income tax rate was as follows:
Percent of Pretax Income
---------------------------
1996 1995 1994
----- ----- -----
Federal statutory rate 35.0% 35.0% 35.0%
Rate difference due to level of
taxable income -- -- (0.8)
State and local income taxes, net
of Federal income tax benefit 3.1 2.1 2.2
Goodwill amortization and other
nondeductible expenses 1.5 1.8 1.8
Tax exempt interest exclusion (5.3) (6.7) (6.0)
Dividends received exclusion (1.7) (1.3) (1.2)
Others, net -- 0.3 (3.6)
----- ----- -----
Total 32.6% 31.2% 27.4%
===== ===== =====
<PAGE>36
The tax effects of temporary differences that gave rise to the
deferred tax assets and liabilities were as follows (in thousands
of dollars):
December 31,
------------------------
1996 1995
---------- ----------
Deferred tax assets:
Other postretirement benefits $ 20,998 $ 19,748
Pension expense 4,917 3,217
Inventories 1,965 1,731
Annual leave 1,822 1,846
Others 2,314 2,083
---------- ----------
Total deferred tax assets 32,016 28,625
========== ==========
Deferred tax liabilities:
Deferred selling expenses (9,401) (9,985)
Depreciation (3,066) (3,156)
Others (843) (1,075)
---------- ----------
Total deferred tax liabilities (13,310) (14,216)
---------- ----------
Net deferred tax assets $ 18,706 $ 14,409
========== ==========
In the opinion of management, it is more likely than not that the
deferred tax assets will be realized in future years, and no
valuation allowance is necessary.
(8) OTHER BALANCE SHEET INFORMATION
Certain year-end balances consisted of the following (in thousands
of dollars):
1996 1995
---------- ----------
Receivables:
Customers $ 40,150 $ 39,407
Others 6,619 5,392
Allowance for doubtful accounts (1,658) (1,628)
---------- ----------
Total $ 45,111 $ 43,171
========== ==========
<PAGE>37
1996 1995
---------- ----------
Inventories:
Materials and supplies $ 3,213 $ 4,055
Work in process 466 274
Finished goods 1,718 1,939
---------- ----------
Total $ 5,397 $ 6,268
========== ==========
Inventories are valued at the lower of cost (principally average
cost method) or market.
1996 1995
---------- ----------
Property and Equipment (at cost):
Land $ 4,250 $ 4,250
Buildings and improvements 48,941 48,809
Furniture, fixtures and equipment 60,273 59,190
Accumulated depreciation (63,907) (58,984)
---------- ----------
$ 49,557 $ 53,265
========== ==========
The Company uses straight-line and accelerated methods of
depreciation based on estimated useful lives ranging from 5 to 45
years for buildings and improvements and 5 to 11 years for
furniture, fixtures and equipment. Depreciation expense was
$7,577,000 in 1996, $8,761,000 in 1995, and $8,604,000 in 1994.
Expenditures for maintenance and repairs are expensed while major
replacements and improvements are capitalized.
1996 1995
-------- --------
Other assets:
Amortizable assets--
Customer lists $ 607 $ 749
Film production costs 850 1,245
Lease commissions 360 414
Software 1,194 976
-------- --------
3,011 3,384
Notes and other receivables 352 543
-------- --------
Total $ 3,363 $ 3,927
======== ========
<PAGE>38
Film production costs are amortized using the revenue forecast
method. Other amortizable assets are expensed evenly over their
respective estimated lives, ranging from 3 to 10 years.
Amortization expense for these assets was $997,000 in 1996,
$1,142,000 in 1995, and $940,000 in 1994.
Accumulated amortization for customer lists was $617,000 in 1996
and $451,000 in 1995.
1996 1995
--------- ---------
Payables and accrued liabilities:
Accounts payable $ 23,501 $ 16,315
Employee compensation and benefits 12,553 11,862
Postretirement benefits 1,077 1,068
Income taxes 197 424
--------- ---------
Total $ 37,328 $ 29,669
========= =========
(9) COMMITMENTS AND CONTINGENCIES
The Company has non-cancelable operating leases for office space,
data processing equipment, and vehicles. Total rent expense was
$3,944,000 in 1996, $3,851,000 in 1995, and $3,699,000 in 1994.
As of December 31, 1996, future minimum lease payments under
non-cancelable operating leases were as follows: 1997 - $4,525,000;
1998 - $4,605,000; 1999 - $3,921,000; 2000 - $3,406,000; 2001 -
$3,237,000; thereafter - $17,430,000.
The Company has continuing service agreements with software authors
and a multi-year editorial service agreement with a law firm. The
Company's minimum financial commitment related to these agreements
is $2,037,000 for the year 1997. Future minimum amounts will be
based on future activities.
During 1996, the Company arranged a one-year, $1,500,000 unsecured
line of credit. As of December 31, 1996, $500,000 of the line had
been used to secure a letter of credit.
The Company is involved in certain legal actions arising in the
ordinary course of business. In the opinion of management the
ultimate disposition of these matters will not have a material
adverse effect on the consolidated financial statements.
<PAGE>39
(10) STOCKHOLDERS' EQUITY
Ownership and transferability of Class A, Class B, and Class C
stock are substantially restricted to current and former employees
by provisions of the Parent's certificate of incorporation and
bylaws. Ownership of Class A stock, which is voting, is restricted
to active employees. Class B stock and Class C stock are
nonvoting. No class of stock has preference over another upon
declaration of dividends or liquidation. As of December 31, 1996
and 1995, authorized shares of Class A, Class B, and Class C were
6,700,000, 5,300,000, and 1,000,000, respectively.
The Company's commitment to employee ownership is supported by its
policy to repurchase all Class B and Class C stock tendered by
shareholders. As of December 31, 1996, Class B and Class C stock
having a total market value of $9,298,000 are known or expected to
be tendered during 1997.
The Company, as a matter of policy, is also committed to repurchase
any Class A stock tendered by shareholders to the Stock Purchase &
Transfer Plan Trustee which the Trustee is unable to purchase with
proceeds from the sale of Class A stock to employees.
Treasury share transactions were as follows:
Treasury Stock Shares
---------------------------------
Class A Class B Class C
---------- --------- ---------
Balance, January 1, 1994 3,289,445 0 62,442
Sale of Class A shares to employees (260,936) -- --
Repurchase of shares -- 148,992 13,006
Conversion of Class A shares to
Class B shares 41,441 (41,441) --
Exchange of Class A shares for
newly issued Class B shares 7,483 -- --
---------- --------- ---------
Balance, December 31, 1994 3,077,433 107,551 75,448
Sale of Class A shares to employees (271,896) -- --
Repurchase of shares -- 56,793 9,245
Conversion of Class A shares
to Class B shares 109,573 (109,573) --
---------- --------- ---------
Balance, December 31, 1995 2,915,110 54,771 84,693
Sale of Class A shares to employees (204,932) -- --
Repurchase of shares 29,490 177,780 6,964
Conversion of Class A shares
to Class B shares 148,092 (148,092) --
---------- --------- ---------
Balance, December 31, 1996 2,887,760 84,459 91,657
========== ========= =========
Earnings per share have been computed based on the aggregate
weighted average number of all outstanding shares of stock, which
was 8,859,586 in 1996, 8,759,516 in 1995, and 8,599,118 in 1994.
Assets and liabilities of the Company's United Kingdom subsidiary
are denominated in British pounds and translated into U.S. dollars
at year-end exchange rates. Any resulting gain or loss is
reflected, net of taxes, directly in Stockholders' Equity in the
accompanying Consolidated Balance Sheets.
<PAGE>40
<TABLE>
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
THE BUREAU OF NATIONAL AFFAIRS, INC.
YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
(In Thousands of Dollars)
<CAPTION>
- -----------------------------------------------------------------------------
Column A Column B Column C Column D Column E
- -----------------------------------------------------------------------------
Additions
------------------
(1) (2)
------------------
Balance Charged Charged Balance
at to Costs to Other Deduc- at
Beginning and Accounts-- tions-- End of
Description of Period Expenses Describe Describe Period
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
VALUATION ACCOUNTS DEDUCTED
FROM ASSETS TO WHICH THEY APPLY:
- ----------------------------------
Allowance for Doubtful Accounts Receivable:
Year ended December 31, 1996 $1,628 $742 $92 (a) $804 (b) $1,658
Year ended December 31, 1995 1,446 860 62 (a) 740 (b) 1,628
Year ended December 31, 1994 1,376 825 (80)(a) 675 (b) 1,446
Allowance for Note Receivable:
Year ended December 31, 1996 -- -- -- -- --
Year ended December 31, 1995 -- -- -- -- --
Year ended December 31, 1994 493 -- -- 493 (c) --
Notes:
- ------
<FN>a
(a) Charged to deferred subscription revenue; portion of allowance for
doubtful accounts receivable not included in revenues.
<FN>b
(b) Net accounts written off.
<FN>c
(c) Change in estimate.
</TABLE>
<PAGE>41
PART II
-------
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
------------------------------------------------
There were no changes in or disagreements with accountants on accounting
and financial disclosures during the two years ended December 31, 1996
or through the date of this Form 10-K.
PART III
--------
Except as set forth in this Form 10-K under Part I, Item X, "EXECUTIVE
OFFICERS OF THE REGISTRANT," the information required by Items 10, 11,
12, and 13, is contained in the Company's definitive Proxy Statement
(the "Proxy Statement") filed pursuant to Regulation 14A under the
Securities Exchange Act of 1934, to be filed with the SEC within 120
days of December 31, 1996. Such information is incorporated herein by
reference.
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
The information required under this Item 10 is contained in the Proxy
Statement under the headings "I. Election of Directors" and
"Biographical Sketches of Nominees," and is incorporated herein by
reference. Information related to Executive Officers is omitted from
the Proxy Statement in reliance on Instruction 3 to Regulation S-K, Item
401(b), and included as Item X of Part I of this report.
Item 11. Executive Compensation
----------------------
The information required under this Item 11 is contained in the Proxy
Statement under the headings "III. Executive Compensation" and "IV.
Employee Benefit Plans" and is incorporated herein by reference.
Item 12. Security Ownership of Beneficial Owners and Management
------------------------------------------------------
The information required under this Item 12 is contained in the Proxy
Statement under the heading "I. Election of Directors" and is
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
The information required under this Item 13 is contained in the Proxy
Statement under the heading "III. Executive Compensation" and is
incorporated herein by reference.
<PAGE>42
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules, and Report on Form 8-K
---------------------------------------------------------------
The following documents are filed as part of this report.
(a)(1) Financial Statements: Page
--------------------- ----
Report of Independent Auditors 22
Consolidated Balance Sheets as of December 31, 1996
and 1995. 24
Consolidated Statements of Income, Consolidated
Statements of Cash Flows, and Consolidated
Statements of Changes in Stockholders' Equity
for each of the years ended December 31, 1996,
1995, and 1994 23, 25-27
Notes to Consolidated Financial Statements 28-39
(2) Financial Statement Schedule:
----------------------------
Report of Independent Auditors as to the
financial statement schedule 22
VIII Valuation and Qualifying Accounts and Reserves 40
All other schedules are omitted because they are not applicable
or the required information is shown in the financial statements
or notes thereto.
<PAGE>43
(a)(3) Exhibits:
--------
3.1 Certificate of Incorporation, as amended****
3.2 By laws, as amended**
11 Statement re: Computation of Per Share Earnings is
contained in the 1996 Consolidated Financial Statements
in the Notes to Consolidated Financial Statements,
Note 10, "Stockholders' Equity," at page 39 of
this Form 10-K.
22 Subsidiaries of the Registrant.*
28.1 Proxy Statement for the Annual Meeting of security holders
to be held on April 19, 1997***
28.2 Annual Report on Form 11-K related to the Company's Deferred
Stock Purchase Plan for the fiscal year ended December 31,
1996.*
* Filed herewith.
** Incorporated by reference to the Company's 1988 Form 10-K,
Commission File Number 2-28286, filed on March 30, 1989.
The exhibit numbers indicated above correspond to the exhibit
numbers in that filing.
*** Incorporated by reference to the Company's Definitive Proxy
previously filed with the Securities and Exchange Commission.
**** Incorporated by reference to the Company's 1993 Form 10-K,
Commission File Number 2-28286, filed on March 31, 1994. The
exhibit numbers indicated above correspond to the exhibit
numbers in that filing.
Upon written or oral request to the Company's General Counsel, a
copy of any of the above exhibits will be furnished at cost.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the fourth quarter of the
year ended December 31, 1996.
<PAGE>44
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) 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 BUREAU OF NATIONAL AFFAIRS, INC.
By: s\ Paul N. Wojcik
---------------------------------
Paul N. Wojcik, President
Date: March 6, 1997
-------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on dates indicated.
By: s\ Paul N. Wojcik By: s\ George J. Korphage
--------------------- ---------------------
Paul N. Wojcik, George J. Korphage,
President and Chief Executive Officer Vice President and Chief
Director Financial Officer
(Chief Accounting Officer)
Director
Date: March 6, 1997 Date: March 6, 1997
--------------- ---------------
By: s\ William A. Beltz 3/6/97 By: s\ John V. Schappi 3/6/97
-------------------------- ------ ------------------------ ------
William A. Beltz Date John V. Schappi Date
Chairman of the Board of Director
Directors
By: s\ Jacqueline M. Blanchard 3/6/97 By: s\ Frederick A. Schenck 3/6/97
-------------------------- ------ ------------------------ ------
Jacqueline M. Blanchard Date Frederick A. Schenck Date
Director Director
By: s\ Sandra C. Degler 3/6/97 By: s\ Mary P. Swords 3/6/97
-------------------------- ------ ------------------------ ------
Sandra C. Degler Date Mary P. Swords Date
Director Director
By: s\ Kathleeen D. Gill 3/6/97 By: s\ Daniel W. Toohey 3/6/97
-------------------------- ------ ------------------------ ------
Kathleen D. Gill Date Daniel W. Toohey Date
Director Director
By: s\ John E. Jenc 3/6/97 By: s\ Loene Trubkin 3/6/97
-------------------------- ------ ------------------------ ------
John E. Jenc Date Loene Trubkin Date
Director Director
By: s\ Eileen Z. Joseph 3/6/97 By: s\ Robert L. Velte 3/6/97
-------------------------- ------ ------------------------ ------
Eileen Z. Joseph Date Robert L. Velte Date
Director Director
<PAGE>45
EXHIBIT INDEX
-------------
Exhibit Sequential Page
Number Description Number
- ------- -------------------------------------- ---------------
3.1 Certificate of Incorporation, as amended ***
3.2 By laws, as amended *
11 Statement re: Computation of Per Share Earnings
is contained in the 1996 Consolidated Financial
Statements in the Notes to Consolidated Financial
Statements, Note 10, "Stockholders' Equity,"
22 Subsidiaries of the Registrant 46
28.1 Proxy Statement for the Annual Meeting of
Stockholders to be held on April 19, 1997 **
28.2 Annual Report on Form 11-K related to the 47
Company's Deferred Stock Purchase Plan for
the fiscal year ended December 31, 1996
* Incorporated by reference to the Company's
1988 Form 10-K, Commission File Number 2-28286,
filed on March 30, 1989. The exhibit numbers
indicated above correspond to the exhibit numbers
in that filing.
** Previously filed with the Securities and
Exchange Commission.
*** Incorporated by reference to the Company's
Form 10K, commission File Number 2-28286,
filed on March 31, 1994. The exhibit numbers
indicated above correspond to the exhibit numbers
in that filing.
<PAGE>46
EXHIBIT 22
----------
SUBSIDIARIES OF REGISTRANT
STATE OF
INCORPORATION RELATIONSHIP
------------- ------------------------
BNA Communications Inc. Delaware 100% owned by Registrant
BNA International Inc. Delaware 100% owned by Registrant
BNA Washington Inc. Delaware 100% owned by Registrant
The McArdle Printing Co., Inc. Delaware 100% owned by Registrant
Pike & Fischer, Inc. Delaware 100% owned by Registrant
Tax Management Inc. (a) Delaware 100% owned by Registrant
BNA Holdings Inc. Delaware 100% owned by Registrant
(a) Tax Management Inc. owns 100% of TM Holding Company Inc.,
a Delaware corporation.
<PAGE>47
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1996
- ------------------------------------------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________to_____________________
Commission file number 2-28286, as exhibit 28.2
------------------------------------------------
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
THE BNA DEFERRED STOCK PURCHASE PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
The Bureau of National Affairs, Inc.
1231 25th Street, N. W.
Washington, D. C. 20037
Index to form 11-K: Page
----
Financial Statements -
Report of Independent Auditors 50
Statements of Net Assets Available for Benefits
December 31, 1996 and 1995 51
Statements of Changes in Net Assets Available for
Benefits - Years Ended December 31, 1996, 1995,
and 1994 52
Notes to Financial Statements - December 31, 1996,
1995, and 1994 53-55
Financial Statement Schedules 56-57
<PAGE>48
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of
1934, the Deferred Stock Purchase Plan Administrative Committee
has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
THE BNA DEFERRED STOCK PURCHASE PLAN
Date March 6, 1997
------------------
By s\ John E. Jenc
------------------
John E. Jenc
Chairman of the Administrative Committee
of The BNA Deferred Stock Purchase Plan
<PAGE>49
THE BNA DEFERRED STOCK PURCHASE PLAN
Financial Statements
December 31, 1996 and 1995
(With Independent Auditors' Report Thereon)
<PAGE>50
Independent Auditors' Report
The Administrative Committee of
The BNA Deferred Stock Purchase Plan:
We have audited the accompanying statements of net assets
available for benefits of The BNA Deferred Stock Purchase Plan
(the Plan) as of December 31, 1996 and 1995, and the related
statements of changes in net assets available for benefits for
each of the years in the three-year period ended December 31,
1996. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 1996 and
1995, and the changes in net assets available for benefits for
each of the years in the three-year period ended December 31,
1996 in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of investments at fair value and reportable
transactions are presented for the purpose of additional
analysis and are not a required part of the basic financial
statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974. The Supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.
s\ KPMG Peat Marwick LLP
------------------------
KPMG Peat Marwick LLP
March 12, 1997
<PAGE>51
<TABLE>
THE BNA DEFERRED STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
<CAPTION>
1996 1995
------------- -------------
<S> <C> <C>
Investments, at fair value (Note 2)
(Cost of $ 23,251,129 in 1996 and
$20,165,114 in 1995) $ 35,843,148 $ 30,969,675
Cash 244,079 154,132
------------- -------------
Net assets available for benefits $ 36,087,227 $ 31,123,807
============= =============
See accompanying notes to financial statements.
</TABLE>
<PAGE>52
<TABLE>
THE BNA DEFERRED STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Additions to net assets attributed to:
Investment income
Dividends (Note 1) $ 1,300,662 $ 1,130,027 $ 978,785
Interest 6,809 4,942 2,804
Unrealized appreciation of
investments (Note 2) 2,922,045 3,281,122 1,615,176
----------- ----------- -----------
4,229,516 4,416,091 2,596,765
Contributions by participants (Note 1) 3,645,888 3,239,757 2,583,564
----------- ----------- -----------
Total additions 7,875,404 7,655,848 5,180,329
Deductions from net assets attributed to:
Distributions to participants (Note 1) 2,911,627 1,927,127 1,457,723
Administrative costs (Note 3) 357 393 302
----------- ----------- -----------
Total deductions 2,911,984 1,927,520 1,458,025
----------- ----------- -----------
Net increase 4,963,420 5,728,328 3,722,304
Net assets available for benefits:
Beginning of year 31,123,807 25,395,479 21,673,175
----------- ----------- -----------
End of year $36,087,227 $31,123,807 $25,395,479
=========== =========== ===========
See accompanying notes to financial statements.
</TABLE>
<PAGE>53
THE BNA DEFERRED STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
(1) SUMMARY DESCRIPTION OF PLAN
The BNA Deferred Stock Purchase Plan (the "Plan") is a
contributory benefit plan sponsored by The Bureau of National
Affairs, Inc. (the "Company"), for the benefit of employees of
the Company and certain of its subsidiaries. The Plan was
established in 1982 with an effective date of January 1,
1983, and is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"). The Plan is
designed to provide benefits to participants or their
beneficiaries, and encourages savings through investments
in the Company's Common Stock.
Employees are eligible to participate in the Plan upon
completion of one full year of service. To participate,
eligible employees authorize the Company to contribute, on their
behalf, a salary reduction amount to a Trust (the "Trust")
established by the Plan. Such contributions may be between 1%
and 15% of the participant's compensation for each Plan year,
subject to certain ceiling limitations provided in the Plan, by
tax laws, and by ERISA.
The Trust maintains separate accounts for each participant in
the Plan. These accounts are credited with the participants'
salary reduction contributions and dividend income. These cash
balances are used to purchase shares of Company Class A Common
Stock, which are credited to the accounts of the individual
participants. Share and cash balances in the participants'
accounts are fully vested. Distributions of participants'
equity can be made in the event of retirement, death, qualifying
hardships, or other severance of service. If upon terminating
employment, a participant's account value exceeds $3,500, the
participant may opt to delay distribution until reaching age 59 1/2.
The Company's Class A Common Stock, which is voting, may only be
purchased by employees. Former employees and, in some cases,
their beneficiaries may hold Class A Common Stock for up to
three years. The Company's Class B Common Stock is issued to
employees in exchange for Class A Common Stock upon their
retirement. The Company's Class C Common Stock is issued in
exchange for Class A Common Stock to employees of any
subsidiary, upon disposition of the subsidiary. The Trust may
redeem or exchange Class A Common Stock for cash, Class B, or
Class C Common Stock, if necessary to comply with the above
ownership restrictions. Proceeds from such exchanges are held
for the Plan participants in their accounts. Dividends received
from Class B and Class C Common Stock are not reinvested in
Company stock, but earn interest in a money market account.
An administrative committee appointed by the Company's Board of
Directors acts as administrator of the Plan. An officer of the
Company serves as the Trustee.
(Continued)
<PAGE>54
(2) INVESTMENTS
At December 31, 1996, the Trust held 1,240,077 shares of the
Company's Class A Common Stock and 87,447 shares of the
Company's Class B Common Stock, each valued at $27.00 per share,
for 1,206 plan participants. At December 31, 1995, the Trust
held 1,185,198 shares of the Company's Class A Common Stock and
66,102 shares of the Company's Class B Common Stock, each
valued at $24.75 per share, for 1,133 plan participants.
The fair value of the stock is set solely by the Company's Board
of Directors semiannually for the Stock Purchase and Transfer
Plan (SPTP). The SPTP is the primary market for sale and
purchase of the Company's Class A Stock. The Plan values its
investments in the Company's stock at the then most current
price fixed for the SPTP market.
The following information summarizes the Plan's investment and
distribution transactions during 1995 and 1996 involving the
Company's Common Stock.
Number Fair
of Shares Value
---------- -------------
Balance, January 1, 1995 1,148,672 $ 25,270,784
Acquired 180,079 4,278,988
Distributed to participants (77,451) (1,861,219)
Appreciation during the year in
the market value of shares of
Company stock held at year end -- 3,281,122
---------- ------------
Balance, December 31, 1995 1,251,300 30,969,675
Acquired 185,635 4,828,694
Distributed to participants (109,411) (2,877,266)
Appreciation during the year in
the market value of shares of
Company stock held at year end -- 2,922,045
---------- -------------
Balance, December 31, 1996 1,327,524 $ 35,843,148
========== =============
The Company's Board of Directors have fixed the fair value of
the stock at $28.50 per share, effective March 24, 1997.
(3) ADMINISTRATIVE COSTS
The Company pays most of the administrative costs of the Plan.
Such costs are not reflected in the accompanying financial
statements.
(Continued)
<PAGE>55
(4) INCOME TAXES
The Plan received its latest favorable determination letter from
the Internal Revenue Service on January 19, 1996 indicating that
the Plan, as designed, is qualified under the applicable
requirements of the Internal Revenue Code and is therefore
exempt from federal income taxes. It is the intent of the
Plan's management that the Plan remain qualified and its
underlying trust remain tax exempt under the applicable
provisions of the Internal Revenue Code.
<PAGE>56
Schedule 1
----------
<TABLE>
THE BUREAU OF NATIONAL AFFAIRS, INC.
THE BNA DEFERRED STOCK PURCHASE PLAN
INVESTMENTS AT FAIR VALUE
DECEMBER 31, 1996
<CAPTION>
Fair
Description Value Cost
- --------------------------------------- ------------ ------------
<S> <C> <C>
1,327,524 shares Bureau of National
Affairs, Inc. Common Stock $ 35,843,148 $ 23,251,129
</TABLE>
<PAGE>57
Schedule 2
----------
<TABLE>
THE BUREAU OF NATIONAL AFFAIRS, INC.
THE BNA DEFERRED STOCK PURCHASE PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<CAPTION>
Number of Purchase
Number Purchases Price or
of Shares Description or Sales Proceeds Gain
- --------- --------------------- --------- ------------ -----------
<S> <C> <C> <C> <C>
185,635 Purchases:
Bureau of National
Affairs, Inc.
Common Stock 81 $ 4,828,694 --
109,411 Sales:
Bureau of National
Affairs, Inc.
Common Stock 139 $ 2,877,266 $ 1,134,586
Note: The items listed above represent transactions or a series of
transactions which are in excess of 5% of the market value of
Plan assets at January 1, 1996, ($1,556,190) and are reportable
under Section 2520.103.6 of Chapter XXV of the Department of
Labor Employee Retirement Income Security Act annual reporting
requirements.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from The Bureau
of National Affairs, Inc. consolidated balance sheet and consolidated statement
of income for the period ended December 31, 1996 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 18898
<SECURITIES> 9306
<RECEIVABLES> 46769
<ALLOWANCES> 1658
<INVENTORY> 5397
<CURRENT-ASSETS> 106793
<PP&E> 113464
<DEPRECIATION> 63907
<TOTAL-ASSETS> 299311
<CURRENT-LIABILITIES> 160784
<BONDS> 0
<COMMON> 11912
0
0
<OTHER-SE> 60213
<TOTAL-LIABILITY-AND-EQUITY> 299311
<SALES> 232632
<TOTAL-REVENUES> 232632
<CGS> 131295
<TOTAL-COSTS> 131295
<OTHER-EXPENSES> 86779
<LOSS-PROVISION> 742
<INTEREST-EXPENSE> 23
<INCOME-PRETAX> 21629
<INCOME-TAX> 7041
<INCOME-CONTINUING> 14588
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14588
<EPS-PRIMARY> 1.65
<EPS-DILUTED> 1.65
</TABLE>
