BUREAU OF NATIONAL AFFAIRS INC
10-Q, 1998-10-27
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING
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           FORM 10-Q.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934


                             UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                              FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934
For the period ended September 12, 1998
                     -----------------------------------------------------------
                                 OR    

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934
For the transition period from                   to
                              ------------------     ---------------------------
Commission File Number:2-28286
                       ---------------------------------------------------------
The Bureau of National Affairs, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

 Delaware                                                  53-0040540 
- -----------------------------------          -----------------------------------
(State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                      Identification Number)

1231 25th St., N.W. Washington, D.C.                         20037
- ----------------------------------------     -----------------------------------
(Address of principal executive offices)                   (Zip Code)
                                                    
Registrant's telephone number, including Area Code)      (202) 452-4200
                                                     ---------------------------
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 the filing  requirements for
the past 90 days. Yes X No 

The  number of shares  outstanding  of each of the  issuer's  classes  of common
stock, as of September 12, 1998 was 3,571,119  Class A common shares,  4,475,417
Class B common shares, and 312,145 Class Common shares.


<PAGE> 2
                                      - 2 -

                      THE BUREAU OF NATIONAL AFFAIRS, INC.
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
         FOR THE 36-WEEKS ENDED SEPTEMBER 12, 1998 and SEPTEMBER 6, 1997
                                   (Unaudited)
                            (In Thousands of Dollars)


                                                      36 Weeks Ended
                                       -----------------------------------------
                                        September 12,            September 6,
                                            1998                     1997
                                       ------------------     ------------------
OPERATING REVENUES                     $        182,368       $        160,443
                                       ------------------     ------------------
  
OPERATING EXPENSES:
   Editorial, production and distribution        97,766                 90,159
   Selling                                       41,161                 34,391
   General and administrative                    26,619                 25,010
   Profit sharing                                 1,479                    999
                                       ------------------     ------------------
                                                167,025                150,559
                                       ------------------     ------------------
       Operating Profit                          15,343                  9,884
                                       ------------------     ------------------
NON-OPERATING INCOME (EXPENSE):
   Investment Income                              6,593                  5,562
   Interest Expense                                (638)                   (51)
   Other Income (Expense), Net                      (30)                   417
                                       ------------------     ------------------
TOTAL NON-OPERATING INCOME                        5,925                  5,928
                                       ------------------     ------------------
INCOME BEFORE INCOME TAXES                       21,268                 15,812
PROVISION FOR INCOME TAXES                        6,954                  4,913
                                       ------------------     ------------------
NET INCOME                                       14,314                 10,899

OTHER COMPREHENSIVE INCOME (EXPENSE)               (328)                   289
                                       ------------------     ------------------
COMPREHENSIVE INCOME                   $         13,986       $         11,188
                                       ==================     ==================

EARNINGS PER SHARE                     $           1.70       $           1.23
                                       ==================     ==================

WEIGHTED AVERAGE SHARES OUTSTANDING           8,425,280              8,831,031
                                       ==================     ==================
<PAGE>3
                                      - 3 -

                      THE BUREAU OF NATIONAL AFFAIRS, INC.
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
         FOR THE 12-WEEKS ENDED SEPTEMBER 12, 1998 AND SEPTEMBER 6, 1997
                                   (Unaudited)
                            (In Thousands of Dollars)


                                                   12 Weeks Ended
                                       -----------------------------------------
                                         September 12,           September 6,
                                             1998                    1997
                                       -----------------      ------------------
OPERATING REVENUES                     $         63,159       $         53,831
                                       -----------------      ------------------
OPERATING EXPENSES:
   Editorial, production and distribution        32,280                 29,511
   Selling                                       14,034                 11,761
   General and administrative                     8,711                  9,698
   Profit sharing                                   782                    247
                                       -----------------      ------------------
                                                 55,807                 51,217
                                       -----------------      ------------------
       Operating Profit                           7,352                  2,614
                                       -----------------      ------------------
NON-OPERATING INCOME (EXPENSE):
   Investment Income                              2,464                  1,801
   Interest Expense                                (213)                   (34)
   Other Income (Expense), Net                      (13)                    --
                                       -----------------      ------------------
TOTAL NON-OPERATING INCOME                        2,238                  1,767
                                       -----------------      ------------------
INCOME BEFORE INCOME TAXES                        9,590                  4,381
PROVISION FOR INCOME TAXES                        3,231                  1,251
                                       -----------------      ------------------
NET INCOME                             $          6,359       $          3,130
OTHER COMPREHENSIVE INCOME (EXPENSE)               (152)                   364
                                       -----------------      ------------------
COMPREHENSIVE INCOME                   $          6,207       $          3,494
                                       =================      ==================

EARNINGS PER SHARE                     $            .76       $            .35
                                       =================      ==================

WEIGHTED AVERAGE SHARES OUTSTANDING           8,382,209              8,823,320
                                       =================      ==================

<PAGE>4
                                      - 4 -

                      THE BUREAU OF NATIONAL AFFAIRS, INC.
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 12, 1998 AND DECEMBER 31, 1997
                                   (Unaudited)
                            (In Thousands of Dollars)


                                                September 12,      December 31,
ASSETS                                               1998              1997
- -----------------------------------------       -------------     --------------

CURRENT ASSETS:
  Cash and cash equivalents                     $     27,378      $     19,421
  Short-term investments, at fair value               34,432             9,013
  Accounts receivable (net of
     allowance for doubtful accounts
     of $1,554 in 1998 and $1,897 in 1997)            32,348            41,307
  Inventories, at lower of average          
     cost or market                                    5,363             5,440
  Prepaid expenses                                     3,599             3,368
  Deferred selling expenses                           21,575            23,244
                                                -------------     --------------
     Total current assets                            124,695           101,793
                                                -------------     --------------

MARKETABLE SECURITIES                                 95,400           115,809
                                                -------------     --------------
PROPERTY AND EQUIPMENT - at cost:
  Land                                                 4,250             4,250
  Building and improvements                           49,370            49,197
  Furniture, fixtures and equipment                   63,789            63,195
                                                -------------     --------------
                                                     117,409           116,642
     Less-Accumulated depreciation                    72,038            68,790
                                                -------------     --------------
     Net property and equipment                       45,371            47,852
                                                -------------     --------------

DEFERRED INCOME TAXES                                 24,247            22,296
                                                -------------     --------------

GOODWILL                                              28,528             8,924
                                                -------------     --------------

OTHER ASSETS                                           5,958             4,226
                                                -------------     --------------

     Total assets                                $   324,199      $    300,900
                                                =============     ==============



<PAGE>5
                                      - 5 -

                      THE BUREAU OF NATIONAL AFFAIRS, INC.
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 12, 1998 AND DECEMBER 31, 1997
                                   (Unaudited)
                            (In Thousands of Dollars)


                                                September 12,      December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY                1998               1997
- --------------------------------------          -------------     --------------

CURRENT LIABILITIES:
  Accounts payable                              $      17,988     $     18,060
  Employee compensation and benefits
     payable                                           15,407           14,503
  Income taxes payable                                  4,808              966
  Deferred income taxes                                 2,543            3,120
  Deferred subscription revenue                       117,931          121,934
  Dividends Payable                                     5,007               --
                                                --------------    --------------
     Total current liabilities                        163,684          158,583

LONG TERM DEBT                                         14,000               --

POSTRETIREMENT BENEFITS, less current portion          70,144           65,410

OTHER LIABILITIES                                       3,488            3,356
                                                --------------    --------------

     Total liabilities                                251,316          227,349
                                                --------------    --------------

STOCKHOLDERS' EQUITY:
   Capital stock, common, $1.00 par value-
     Class A - Voting; Authorized 6,700,000
      shares; issued 6,478,864 shares                   6,479            6,479
     Class B - Nonvoting; authorized
      5,300,000 shares; issued 4,926,973 shares         4,927            4,927
     Class C - Nonvoting; authorized
      1,000,000 shares; issued 506,336 shares             506               50  
   Additional paid-in capital                          38,291           35,668
   Retained earnings                                   64,456           60,242
   Treasury stock at cost - 3,553,492 shares
    in 1998 and 3,091,447 in 1997                     (44,506)         (37,329)
   Elements of comprehensive income                     2,730            3,058
                                                 -------------    --------------

     Total stockholders' equity                        72,883           73,551
                                                 -------------    --------------

     Total liabilities and stockholders' equity  $    324,199     $    300,900
                                                 =============    ==============
<PAGE>6                    
                                      - 6 -

                      THE BUREAU OF NATIONAL AFFAIRS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE 36-WEEKS ENDED SEPTEMBER 12, 1998 and SEPTEMBER 6, 1997
                                   (Unaudited)
                            (In Thousands of Dollars)


                                                         36 Weeks Ended
                                                 -------------------------------
                                                 September 12,     September 6,
                                                     1998              1997
                                                -------------     --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                      $    14,314       $     10,899
  Items with different cash requirements
   than reflected in net income--
     Deferred subscription revenue                  (10,010)            (6,912)
     Depreciation and amortization                    6,968              6,425
     Accrued postretirement benefits expense          4,676              4,123
     Provision for deferred income taxes             (2,890)            (1,880)
     Deferred selling expenses                        2,510                977
     (Gain) on sales of securities                   (1,313)              (857)
     (Gain) on sales of publishing assets               (25)              (417)
     Others                                              89                297
  Changes in operating assets and liabilities--
     Accounts receivable                              9,965             11,393
     Accounts payable and accrued liabilities         1,401             (1,591)
     Inventory                                           77               (518)
     Other assets and liabilities--net                  162              1,019
                                                -------------     --------------

Net cash provided from operating activities          25,924             22,958
                                                -------------     --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures--
Acquisition of a business
     (net of $750 cash acquired)                    (18,289)                --
Purchase of equipment and furnishings                (2,433)            (4,455)
Building improvements                                  (173)              (223)
Proceeds from sales of publishing assets                 25                178
Proceeds from sales of property                           9                  7
                                                -------------     --------------

Net cash (used for) capital expenditures            (20,861)            (4,493)
                                                -------------     --------------

Investment portfolio--
      Proceeds from sales and maturities             51,893             38,099
      Purchases                                     (53,352)           (45,895)
                                                -------------     --------------

Net cash (used for) investment portfolio             (1,459)            (7,796)
                                                -------------     --------------

Net cash (used for) investing activities            (22,320)           (12,289)
                                                -------------     --------------
<PAGE>7                                      
                                      - 7 -
                              
                      THE BUREAU OF NATIONAL AFFAIRS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE 36-WEEKS ENDED SEPTEMBER 12, 1998 and SEPTEMBER 6, 1997
                                   (Unaudited)
                            (In Thousands of Dollars)

                                                         36 Weeks Ended
                                                 -------------------------------
                                                 September 12,     September 6,
                                                     1998              1997
                                                 -------------    --------------
           
CASH FLOWS FROM FINANCING ACTIVITIES:
     Borrowings                                  $   15,000       $         --
     Repayments of borrowings                        (1,000)                --
     Sale of capital stock to employees               3,670              3,324
     Purchase of treasury stock                      (8,224)            (3,434)
     Dividends paid                                  (5,093)            (4,851)
                                                 ------------     --------------
Net cash provided by (used for) financing
      activities                                      4,353             (4,961)
                                                 ------------     --------------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS           7,957              5,708

CASH AND CASH EQUIVALENTS, beginning of period       19,421             18,898
                                                 ------------     --------------

CASH AND CASH EQUIVALENTS, end of period         $   27,378       $     24,606
                                                 ============     ==============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

    Interest paid                                $      467       $         51
    Income taxes paid                                 8,413              5,042

<PAGE>8
                                      -8-

                      THE BUREAU OF NATIONAL AFFAIRS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 12, 1998
                                   (UNAUDITED)

NOTE 1:  General

     The  information  in this  report  has not been  audited.  Results  for the
thirty-six weeks  are not necessarily  representative of the year because of the
seasonal  nature of  activities.  The  financial  information  furnished  herein
reflects all adjustments (consisting only of normal recurring adjustments) which
are, in the opinion of management,  necessary to a fair statement of the results
reported  for the  periods  shown  and has  been  prepared  in  conformity  with
generally accepted accounting principles applied on a consistent basis.

     Notes  contained in the 1997 Annual  Report to security  holders are hereby
incorporated by reference.  Note disclosures which would substantially duplicate
those contained in the 1997 Annual Report to security holders have been omitted.
Certain  prior year  balances  have been  restated  to  conform to current  year
presentation.

NOTE 2:  Inventories

         Inventories consisted of the following (in thousands):

                                       September 12, 1998      December 31, 1997
                                      -------------------     ------------------
          Materials and supplies        $          3,699        $         3,742
          Work in process                            340                    218 
          Finished goods                           1,324                  1,480
          
                                      -------------------      -----------------
          Totals                         $         5,363        $         5,440
                                      ===================     ==================

NOTE 3:   Stockholders' Equity

     Treasury   stock  as  of   September   12,  1998  and  December  31,  1997,
respectively,  consisted of Class A,  2,907,745 and 2,959,761  shares;  Class B,
451,556 and 349,685 shares; and Class C, 194,191 and 102,923 shares.

NOTE 4.   Comprehensive Income

     The Company adopted Statement of Financial  Accounting  Standard (SFAS) No.
130,  Comprehensive  Income,  effective  January 1, 1998.  Comprehensive  income
includes net income,  unrealized gains and losses on marketable securities,  and
foreign currency translation adjustments.

NOTE 5.    Accounting Pronouncement

     During 1997, the Financial  Accounting Standards Board issued SFAS No. 131,
Disclosures  about Segments of an Enterprise and Related  Information.  SFAS No.
131 is  effective  for  interim  financial  statements  beginning  in 1999.  The
adoption  of SFAS  No. 131  is not expected  to have an  impact on the Company's
financial condition or the results of its operations.


<PAGE>9
                                       -9-

NOTE 6.    Goodwill

     Goodwill  represents the excess of the cost of purchased  publications  and
the capital  stock of  subsidiaries  over the fair value of the net tangible and
intangible  assets  at  the  dates  of  their  respective  acquisitions,  net of
accumulated  amortization.  Goodwill  acquired prior to November 1, 1970, in the
amount of $640,000,  is not being amortized because, in management's opinion, it
it has continuing  value.  Other goodwill is amortized on a  straight-line basis
over  periods  not  exceeding forty  years.  The recoverability  of  goodwill is
evaluated periodically  to determine if an impairment has occurred.  The Company
measures  the  potential  impairment  of  recorded  goodwill  by  comparing  the
undiscounted  value of expected  future  operating cash flows to its book value,
and records adjustments as appropriate.
          
                                    PART I

Item 2.  Management's  Discussion and Analysis of Results of Operations and
- ------   ------------------------------------------------------------------
Financial Position
- ------------------

     It is presumed  that users of this interim  report have read or have access
to the audited  financial  statements and  management's  discussion and analysis
contained in the 1997 Annual Report to security holders,  hereby incorporated by
reference.  This  interim  report  is  intended  to  provide  an  update  of the
disclosures  contained  in the 1997  Annual  Report  to  security  holders  and,
accordingly,  disclosures  which would  substantially  duplicate those contained
therein have been omitted.

     The  majority  of the  Company's  revenue's  are  derived  from the sale of
products,  including regularly updated business information publications.  These
information  products are sold in either print or electronic formats,  primarily
by  subscription,  but also  through  online  vendors.  The Company  calls these
regularly updated  information  products  "information  services",  and they are
referred  to  as  "services"  in  the  following  analysis  of  the  Results  of
Operations.  The other  activities of the Company (sales of printing,  software,
books, and training products) are referred to as "non-service" businesses.
     
FORWARD-LOOKING STATEMENTS

     This management  discussion  contains and incorporates by reference certain
statements  that are not statements of historical  fact but are  forward-looking
statements.  The use of such  words as  "believes"  and  "expects"  and  similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties, which could cause actual results
to differ  from  those  projected.  Readers  are  cautioned  not to place  undue
reliance  on these  forward-looking  statements  which speak only as of the date
hereof.

RESULTS OF OPERATIONS
- ---------------------

Thirty-six  weeks 1998 compared to thirty-six weeks 1997
- --------------------------------------------------------

     BNA's  financial  performance  through the third  quarter of 1998  reflects
continued emphasis on business growth.  Revenues,  operation profit, net income,
comprehensive  income,  and  earnings  per  share  all are  well  ahead  of 1997
comparable results.

     Operating profit increased 55.2 percent compared to last year due to a 13.7
percent increase in revenues and a 10.9 percent  increase in expenses.  However,
several  factors  combined to affect  these  comparisons.  On January 13th,  BNA
acquired Institute of Management and Administration  (IOMA).  IOMA accounted for
5.4 percent of the revenue growth and their expenses,  along with purchase-price
amortization,  added 6 percent to the expense  growth.  Year-to-year comparisons
are also  affected  by several  timing  differences. 

<PAGE>10
                                      -10-
 
     A portion of this year's  software  revenues  were earned  earlier  year by
shipping tax planning  update  programs in the third quarter of 1998, but in the
fourth quarter of last year. Also, as previously  reported,  the Company's first
fiscal quarter was longer in 1998 than in 1997,  slightly inflating  comparisons
of both  revenues  and  expenses.  The  effect of these  timing  differences  on
year-to-year  comparability  will reverse in the fourth  quarter.  Excluding the
effect of the above factors, revenues increased 5.3 percent,  operating expenses
increased 3.4 percent, and operating profit grew 33.8 percent over 1997.

     Service revenues,  which constituted 85.7 percent of consolidated revenues,
rose  11.3  percent.  Excluding  IOMA,  service  revenues  were up 5.2  percent,
reflecting new products and price increases.  Operating  expenses of the service
businesses were up 10.1 percent.  Excluding IOMA, operating expenses were up 3.2
percent,  mainly due to salary increases,  higher employee benefit expenses, and
increased system-related costs. Operating profit increased 27.8 percent.

     Revenues from the  non-service  businesses  rose 30.6  percent,  with large
increases  from  printing  and  software  sales.   Operating   expenses  of  the
non-service  businesses  increased 16.8 percent,  reflecting  higher  royalties,
production  costs and selling expenses  associated with the increased  revenues.
Excluding the effect of the earlier  software renewal  revenues,  total revenues
for these  businesses  grew 14.3 percent,  expenses  increased 12.4 percent, and
operating profit was $836,000,  compared to $404,000 in 1997.  Software improved
due to higher new sales,  and  printing  posted a large  increase  in  operating
profit on strong sales growth.  Training  media  experienced a decline in sales,
resulting in an operating  loss this year  compared to an operating  profit last
year.
                                                                
     Non-operating income was essentially unchanged. Investment income increased
$1  million  due to higher  portfolio  balances  and gains on sales,  offsetting
higher  interest  expense  related to the IOMA  acquisition and the absence of a
$417,000  gain on the sale of a  publication  last  year.  During the second and
third  quarters,  the Company  reduced  its  investments  in equity  securities,
resulting in the higher realized gains.

     Twelve  weeks  ended  September  12, 1998  compared  to twelve  weeks ended
- --------------------------------------------------------------------------------
September  6, 1997.
- ------------------ 

     For a third quarter only,  comparative  results are skewed by the effect of
the IOMA acquisition,  the earlier software renewal  revenues,  and in addition,
last year's $1.2 million write-off of systems development costs. Excluding these
factors,  revenues were up 5.6 percent and expenses  increased 3.4 percent,  and
operating  profit  increased  35.2  percent.  The revenue  and  expense  factors
mentioned above also affected the third quarter comparison.

Year 2000 Readiness
     
     The Year  2000  (Y2K)  readiness  issue  concerns  the  inability  of older
computer  programs  to properly  recognize a date using "00" for the  applicable
year as the  year  2000  rather  than  the  year  1900.  This  could  result  in
miscalculations, system failures, or other business disruptions. The Company has
projects underway to address Y2K readiness of its products and internal systems,
and with material third parties.

     The  company  has  inventoried   and  assessed  all  major   categories  of
information  technology  systems (i.e.  electronic  products and  publishing and
business systems) and  non-information  technology systems (i.e.  equipment with
embedded  microprocessors  such as elevators,  phones and copiers) in use by the
Company.  With respect to its information  technology  systems,  the Company has
been replacing its business and  publishing  systems for the last several years.
The  various  business  systems  are either in the  process  of being  renovated
(replaced or remediated through code changes);  or have completed renovation and
are in the Y2K  validation  testing phase.  Most of the publishing  systems have
been renovated and are in the  validating  phase.  In addition,  the Company has
many  products  that are  delivered  in an  electronic  format,  such as CD-ROM,
diskette,  e-mail,  or via the worldwide  web,  representing  over  one-third of
consolidated  revenues.  The Company believes that its products,  are Y2K ready,
and is currently  devising  plans to validate each product.  With respect to its
non-information  technology  systems,  the Company is in the  assessment  phase.
Validation  of all areas as to the  integrity of the  Company's Y2K readiness is
expected to be completed by late 1999. The Company  expects to have all products
and all internal  mission-critical  information  technology and  non-information
technology systems Y2K ready by late 1999.

<PAGE>11
                                      -11-

     The Company also plans to  communicate  with its key  suppliers,  including
financial institutions and other data interface sources, to assess the potential
impact on the  Company's  operations  if those third  parties fail to become Y2K
complaint in a timely manner.  Risk  assessments,  action steps and  contingency
plans  related to  significant  third  party  relationships  are  expected to be
completed by late 1999.

     Based on updated estimated,  the 1998-1999 cost to replace business systems
with Y2K ready systems,  and for testing to ensure that the  publishing  systems
are also ready, is expected to be $3.3 million.  The 1998-1999 cost to remediate
other  business  systems  is  expected  to be  approximately  $4.8  million.  In
addition,  the Company is  continuing  ongoing  system  upgrade and  replacement
projects  not related to Year 2000  remediation.  Relative to 1997,  the Company
expects that the incremental  negative effect on net income for 1998-1999 due to
higher systems expenses,  including Year 2000 remediation expenses, will be $2.5
to $3 million, with over half occurring in 1998.

     The  Company's   readiness   projects  also  include  the   development  of
contingency  plans to protect  its  business  and  operations  from  Y2K-related
interruptions.  These plans should be complete by September  1999 and, by way of
examples, may include back-up procedures, identification of alternate suppliers,
where  practical,  and increases in inventory  levels.  Based upon the Company's
current assessment of its non-information  technology systems,  the Company does
not believe it  necessary  to develop an  extensive  contingency  plan for those
systems.  There  can be no  assurances,  however,  that  any  of  the  Company's
contingency plans will be  sufficient  to handle all problems or issues that may
arise.

     The Company  believes  that it is taking  reasonable  steps to identify and
address those matters that could cause serious interruptions in its business and
operations  due to Y2K  issues.  However,  delays in the  implementation  of new
systems,  a failure to fully identify all computations  which are year dependent
in the Company's systems or in the systems of its material suppliers,  a failure
of such  suppliers to  adequately  address  their  respective  Y2K issues,  or a
failure of a  contingency  plan,  could have a  material  adverse  effect on the
Company's  business  financial  condition  and  results of its  operations.  For
example,  the failure of a supplier,  including  an energy  supplier,  to be Y2K
ready could lead to the temporary  disruption  in the  production of some of the
Company's products for a period of time, resulting in lost sales and profits.

Financial Position
- ------------------
     Cash  provided  from  operating  activities was $25.9  million in the first
thirty-six  weeks of 1998,  compared to $23.0 million  for the first  thirty-six
weeks  of  1997.   Customer  receipts   increased  10.8  percent  and  operating
expenditures  increased  10.5 percent from 1997.  Excluding the effect of IOMA's
operations,  collections  increased  6.8  percent and  expenditures  were up 5.9
percent, partially due to more days.

     Cash  used in  investing  activities  netted  to $22.3 million,  reflecting
expenditures of $18.3 million for the IOMA purchase (net of $0.8 million in cash
acquired),  $2.5  million  in other  capital  expenditures,  and a $1.5  million
addition to the Company's investment portfolio.

     The Company  borrowed $15 million to partially fund the IOMA  purchase,  of
which, $1 million was repaid during the current  quarter.  The Company  received
$3.7 million in cash from the sale of Class A stock to employees and repurchased
$8.2  million of Class B and Class C stock.  Total 1998  repurchases  of capital
stock are expected to be approximately $11 million. Almost $5.1 million was paid
out to stockholders as cash dividends.

     The Company's  investment  portfolios  are primarily  invested in bonds and
other  interest-sensitive  securities,  and have  benefitted from the decline in
market interest rates. With over $157 million in cash and investment portfolios,
the financial position and liquidity of the Company remains very strong.

<PAGE>12
                                      -12-

                                     PART II

Item 1     Legal Proceedings
           -----------------                     
           There were no material legal proceedings  during the first thirty-six
           weeks of 1998.

Item 2     Change in Securities
           --------------------
           There were no changes in securities.

Item 3     Defaults upon Senior Securities
           -------------------------------
           There were no defaults upon senior securities.

Item 4     Submission of Matters to a Vote of Securities Holders
           -----------------------------------------------------
           There were no matters submitted to a vote for security holders.

Item 5     Other Information
           -----------------
           No other information is presented herein.

Item 6     Exhibits and Reports on Form 8-K
           --------------------------------
           No reports  were  filed on Form 8-K during the quarter ended
           September 12, 1998.


<PAGE>13
                                      -13-
        
                                   SIGNATURES

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


      The Bureau of National Affairs, Inc.
      ------------------------------------   
      Registrant



      10/21/98                s\ Paul N. Wojcik  
      --------                ---------------------------------
      Date                    Paul N. Wojcik
                              President and Chief Executive Officer


      10/21/98                s\ George J. Korphage
      --------                ---------------------------------
      Date                    George J. Korphage
                              Vice President and Chief Financial Officer


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               SEP-12-1998
<CASH>                                           27378
<SECURITIES>                                     34432
<RECEIVABLES>                                    32348
<ALLOWANCES>                                      1554
<INVENTORY>                                       5363
<CURRENT-ASSETS>                                124695
<PP&E>                                          117409
<DEPRECIATION>                                   72038
<TOTAL-ASSETS>                                  324199
<CURRENT-LIABILITIES>                           163684
<BONDS>                                          14000
                                0
                                          0
<COMMON>                                         11912
<OTHER-SE>                                       60971
<TOTAL-LIABILITY-AND-EQUITY>                    324199
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<CGS>                                            97766
<TOTAL-COSTS>                                    97766
<OTHER-EXPENSES>                                 69259
<LOSS-PROVISION>                                   593
<INTEREST-EXPENSE>                                 638
<INCOME-PRETAX>                                  21268
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<INCOME-CONTINUING>                              14314
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     14314
<EPS-PRIMARY>                                     1.70
<EPS-DILUTED>                                     1.70
        

</TABLE>


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