BUREAU OF NATIONAL AFFAIRS INC
10-Q, 1999-10-26
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 11,  1999
                     -----------------------------------------------------------
                                          or

[ ] Transition Report Pursuant to Section 13 of 15(d) of the Securities Exchange
Act of 1934
For the transition period                       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)

(202)452-4200
- ---------------------------------------------------
(Registrant's telephone number, including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months 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 11, 1999 was 3,485,138  Class A common shares,  4,364,233
Class B common shares, and 295,861 Class C Common shares.



<PAGE>2


                                      - 2 -

                       THE BUREAU OF NATIONAL AFFAIRS, INC
                        CONSOLIDATED STATEMENTS OF INCOME
        FOR THE 36-WEEKS ENDED SEPTEMBER 11, 1999 and SEPTEMBER 12, 1998
                                   (Unaudited)
                            (In Thousands of Dollars)


                                                   36 Weeks Ended
                                            ---------------------------------
                                            September 11,       September 12,
                                                 1999                1998
                                            --------------      -------------

OPERATING REVENUES                          $    186,775        $   182,368
                                            --------------      -------------

OPERATING EXPENSES:
   Editorial, production and distribution        102,658             97,766
   Selling                                        41,423             41,161
   General and administrative                     29,391             26,619
   Profit sharing                                  1,184              1,479
                                            --------------      -------------
                                                 174,656            167,025
                                            --------------      -------------
OPERATING PROFIT                                  12,119             15,343
                                            --------------      -------------

NON-OPERATING INCOME (EXPENSE):
   Investment Income                               6,460              6,593
   Interest Expense                                 (592)              (638)
   Other Income (Expense), Net                       305                (30)
                                            --------------      -------------

TOTAL NON-OPERATING INCOME                         6,173              5,925
                                            --------------      -------------

INCOME BEFORE INCOME TAXES                        18,292             21,268
PROVISION FOR INCOME TAXES                         5,865              6,954
                                            --------------      -------------

NET INCOME                                        12,427             14,314

OTHER COMPREHENSIVE INCOME (EXPENSE)              (3,525)              (328)
                                            --------------       ------------

COMPREHENSIVE INCOME                        $      8,902         $   13,986
                                            ==============       ============

EARNINGS PER SHARE                          $       1.52         $     1.70
                                            ==============       ============

WEIGHTED AVERAGE SHARES OUTSTANDING            8,182,657           8,425,280
                                            ==============       ============




<PAGE>3

                                      - 3 -


                      THE BUREAU OF NATIONAL AFFAIRS, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
        FOR THE 12-WEEKS ENDED SEPTEMBER 11, 1999 and SEPTEMBER 12, 1998
                                   (Unaudited)
                            (In Thousands of Dollars)


                                                       12 Weeks Ended
                                            -----------------------------------
                                            September 11,        September 12,
                                                 1999                 1998
                                            --------------       --------------

OPERATING REVENUES                          $     62,872         $   63,159
                                            --------------       --------------

OPERATING EXPENSES:
   Editorial, production and distribution         33,820             32,280
   Selling                                        13,431             14,034
   General and administrative                     10,076              8,711
   Profit sharing                                    438                782
                                            --------------       --------------
                                                  57,765             55,807
                                            --------------       --------------
OPERATING PROFIT                                   5,107              7,352
                                            --------------       --------------

NON-OPERATING INCOME (EXPENSE):
   Investment Income                               2,366              2,464
   Interest Expense                                 (198)              (213)
   Other Income (Expense), Net                      (348)               (13)
                                            --------------       --------------

TOTAL NON-OPERATING INCOME                         1,820              2,238
                                            --------------       --------------

INCOME BEFORE INCOME TAXES                         6,927              9,590
PROVISION FOR INCOME TAXES                         2,261              3,231
                                            --------------       --------------

NET INCOME                                         4,666              6,359

OTHER COMPREHENSIVE INCOME (EXPENSE)              (1,373)              (152)
                                            --------------       --------------

COMPREHENSIVE INCOME                        $      3,293         $    6,207
                                            ==============       ==============

EARNINGS PER SHARE                          $        .57          $     .76
                                            ==============       ==============

WEIGHTED AVERAGE SHARES OUTSTANDING            8,151,979          8,382,209
                                            ==============       ==============


<PAGE>4

                                      - 4 -


                      THE BUREAU OF NATIONAL AFFAIRS, INC.
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 11, 1999 AND DECEMBER 31, 1998
                                   (Unaudited)
                            (In Thousands of Dollars)


                                                 September 11,     December 31,
                           ASSETS                     1999             1998
- --------------------------------------          --------------     -------------

CURRENT ASSETS:
  Cash and cash equivalents                     $      41,435      $     15,259
  Short-term investments, at fair value                 7,382            25,715
  Accounts receivable (net of
   allowance for doubtful accounts
   of $1,396 in 1999 and $1,714 in 1998)               33,122            43,934
  Inventories, at lower of average
  cost or market                                        4,592             4,999
  Prepaid expenses                                      4,691             3,447
  Deferred selling expenses                            20,793            21,586
                                                --------------     -------------

  Total current assets                                112,015           114,940
                                                --------------     -------------

MARKETABLE SECURITIES                                 106,228           104,838
                                                --------------     -------------

PROPERTY AND EQUIPMENT - at cost:
  Land                                                  4,250             4,250
  Building and improve                                 49,650            49,367
  Furniture, fixtures and equipment                    59,149            61,285
                                                --------------     -------------

                                                      113,049           114,902
  Less-Accumulated depreciation                        71,666            70,111
                                                --------------     -------------

  Net property and equipment                           41,383            44,791
                                                --------------     -------------

DEFERRED INCOME TAXES                                  28,819            25,019
                                                --------------     -------------

GOODWILL                                               28,078            28,702
                                                --------------     -------------

OTHER ASSETS                                           12,352             6,159
                                                --------------     -------------

  Total assets                                  $     328,875      $    324,449
                                                ==============     =============






<PAGE>5

                                      - 5 -


                      THE BUREAU OF NATIONAL AFFAIRS, INC.
                           CONSOLIDATED BALANCE SHEETS
                     SEPTEMBER 11,1999 AND DECEMBER 31, 1998
                                   (Unaudited)
                            (In Thousands of Dollars)


                                                September 11,       December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY                 1999               1998
- ------------------------------------            --------------     -------------

CURRENT LIABILITIES:
  Accounts payable                              $      21,687      $     18,300
  Employee compensation and benefits
   payable                                             16,121            15,079
  Income taxes payable                                  4,073               522
  Deferred income taxes                                 1,330             1,577
  Deferred subscription revenue                       124,614           127,592
                                                --------------     -------------

    Total current liabilities                         167,825           163,070

LONG TERM DEBT                                         14,000            14,000

POSTRETIREMENT BENEFITS, less current portion          73,191            69,230

OTHER LIABILITIES                                       4,534             4,128
                                                --------------     -------------

    Total liabilities                                 259,550           250,428
                                                --------------     -------------

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               506
   Additional paid-in capital                          42,309            39,782
   Retained earnings                                   71,543            69,734
   Treasury stock at cost - 3,766,941 shares
    in 1999 and 3,684,109 in 1998                     (55,925)          (50,418)
   Elements of other comprehensive income:
    Net unrealized gain (loss) on marketable securities  (449)            3,081
    Foreign currency translation adjustment               (65)              (70)
                                                --------------     -------------

    Total stockholders' equity                         69,325            74,021
                                                --------------     -------------

    Total liabilities and stockholders' equity  $     328,875      $    324,449
                                                ==============     =============


<PAGE>6
                                      - 6 -


                      THE BUREAU OF NATIONAL AFFAIRS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE 36-WEEKS ENDED SEPTEMBER 11, 1999 and SEPTEMBER 12, 1998
                                   (Unaudited)
                            (In Thousands of Dollars)


                                                      36 Weeks Ended
                                             -----------------------------------
                                               September 11,     September 12,
                                                    1999              1998
                                             ----------------   ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                      $     12,427       $     14,314
  Items with different cash requirements
   than reflected in net income--
     Depreciation and amortization                     7,405              6,968
     (Gain) on sales of securities                    (1,068)            (1,313)
     (Gain) on sales of assets                          (305)               (25)
     Others                                             (431)                89
  Changes in operating assets and liabilities--
    Receivables                                       10,571              9,965
    Deferred subscription revenue                     (2,996)           (10,010)
    Payables and accrued liabilities                     447              1,401
    Postretirement benefits                            4,085              4,676
    Deferred income taxes                             (2,150)            (2,890)
    Deferred selling expenses                            741              2,510
    Inventories                                           63                 77
    Other assets and liabilities--net                 (1,185)               162
                                              ---------------   ----------------

Net cash provided from operating activities           27,604             25,924
                                              ---------------   ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures--
     Acquistion of a business
      (net of $750 cash acquired)                        ---            (18,289)
     Capitalized software costs                       (4,492)               ---
     Purchase of publishing assets                    (2,235)               ---
     Purchase of equipment and furnishings            (1,664)            (2,433)
     Building improvements                              (283)              (173)
     Proceeds from sale a business,
       net of termination costs                          533                ---
     Proceeds from sales of publishing assets            402                 25
     Proceeds from sales of property                      83                  9
                                              ---------------   ----------------

Net cash (used for) capital expenditures              (7,656)           (20,861)
                                              ---------------   ----------------

Investment portfolio--
     Proceeds from sales and maturities               42,292             51,893
     Purchases                                       (27,737)           (53,352)
                                              ---------------   ----------------

Net cash provided from (used for)
 investment portfolio                                 14,555             (1,459)
                                              ---------------   ----------------

Net cash provided from (used for)
 investing activities                                  6,899            (22,320)
                                              ---------------   ----------------
<PAGE>7



                                      - 7 -


                      THE BUREAU OF NATIONAL AFFAIRS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE 36-WEEKS ENDED SEPTEMBER 11, 1999 and SEPTEMBER 12, 1998
                                   (Unaudited)
                            (In Thousands of Dollars)


                                                      36 Weeks Ended
                                              ----------------------------------
                                               September 11,     September 12,
                                                    1999              1998
                                              --------------    ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Borrowings                              $          ---    $        15,000
      Repayments of borrowings                           ---             (1,000)
      Sale of capital stock to employees               3,528              3,670
      Purchase of treasury stock                      (6,508)            (8,224)
      Dividends paid                                  (5,347)            (5,093)
                                              ---------------   ----------------


Net cash (used for) provided from
 financing activities                                 (8,327)             4,353
                                              ---------------   ----------------

NET INCREASE IN CASH AND
 CASH EQUIVALENTS                                     26,176              7,957

CASH AND CASH EQUIVALENTS, beginning of period        15,259             19,421
                                              ---------------   ----------------

CASH AND CASH EQUIVALENTS, end of period      $       41,435    $        27,378
                                              ===============   ================

SUPPLEMENTAL DISCLOSURES OF CASH
 FLOW INFORMATION:
      Interest paid                           $          530    $           467
      Income taxes paid                                4,442              8,413



<PAGE>8

                                      -8-

                      THE BUREAU OF NATIONAL AFFAIRS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 11, 1999
                                   (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 1998 Annual  Report to security  holders are hereby
incorporated by reference.  Note disclosures which would substantially duplicate
those contained in the 1998 Annual Report to security holders have been omitted.
Certain prior year balances are restated to conform to current year presentation
when applicable.

NOTE 2:  Inventories

     Inventories consisted of the following (in thousands):

                                      September 11,            December 31,
                                           1999                    1998
                                    -------------------     -------------------
     Materials and supplies         $         2,936         $        3,251
     Work in process                            479                    460
     Finished goods                           1,177                  1,288
                                    -------------------     -------------------
          Totals                    $         4,592         $        4,999
                                    ===================     ===================

NOTE 3:   Stockholders' Equity

     Treasury   stock  as  of   September   11,  1999  and  December  31,  1998,
respectively,  consisted of: Class A, 2,993,726 and 2,969,656  shares;  Class B,
562,740 and 507,376 shares; and Class C, 210,475 and 207,077 shares.

NOTE 4:   Accounting Pronouncement

     During 1999, the Company adopted the American Institute of Certified Public
Accountants  Statement  of  Position  No.  98-1,  "Accounting  for the  Costs of
Computer Software Developed or Obtained for Internal Use" ("SOP 98-1"). SOP 98-1
provides  guidance on the  capitalization  of certain  costs related to computer
software  developed or obtained for internal use.  Accordingly,  the Company has
capitalized $4.5 million of such costs through the third quarter of 1999.

<PAGE>9



                                      -9-

NOTE 5: Segment Information

                                     12 Weeks Ended           36 Weeks Ended
                                    9/11/99   9/12/98      9/11/99     9/12/98
                                   --------------------    ---------------------
Revenues from External Customers:
     Professional Publishing       $ 58,262   $ 58,757     $ 171,707  $ 167,998
     Printing                         3,944      3,427        12,806     11,349
     All Other                          666        975         2,262      3,021
                                   --------------------    ---------------------

     Total                         $ 62,872   $ 63,159     $ 186,775  $ 182,368
                                   ====================    =====================

Intersegment Printing Revenues     $  3,348   $  3,236     $  10,467  $  10,585
                                  =====================    =====================

Operating Profit:
     Professional Publishing       $  4,531   $  7,306     $  10,651  $  13,849
     Printing                           476        150         1,666      1,802
     All Other                          100       (104)         (198)      (308)
                                   --------------------    ---------------------

     Total                         $  5,107   $  7,352     $  12,119  $  15,343
                                   =====================   =====================






                                     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 1998 Annual Report to security holders,  hereby incorporated by
reference.  This  interim  report  is  intended  to  provide  an  update  of the
disclosures  contained  in the 1998  Annual  Report  to  security  holders  and,
accordingly,  disclosures  which would  substantially  duplicate those contained
therein have been omitted.

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.


<PAGE>10


                                      -10-

RESULTS OF OPERATIONS

Thirty-six weeks 1999 compared to thirty-six weeks 1998


     The disappointing financial results reported in the accompanying Statements
of Income are not  indicative of BNA's  expected  full-year  financial  results.
Revenue and profit comparisons with prior-year results are negatively  distorted
by two significant timing differences. A portion of BNA Software's revenues were
earned  earlier last year  because  updated  programs  were shipped in the third
quarter of 1998;  this  year,  they will be  shipped,  and the  revenue  will be
recognized in the fourth  quarter.  Also last year,  BNA Books released more new
titles  earlier  than it will this year,  which also  resulted  in more  revenue
earlier in the year.  Full-year  financial  results  of both of these  units are
expected to exceed  those of last year.  But through the third  fiscal  quarter,
they are both  well  behind  where  they  were at the same  time  last year and,
consequently,  so are the reported  financial results of the publishing  segment
and consolidated BNA.

     Consolidated  revenues of $186.8 million were up 2.4 percent over the prior
year,  reflecting  growth in both of BNA's major operating  segments.  Operating
expenses  increased 4.6 percent,  resulting in a 21 percent decline in operating
profit.  Net income was $12.4 million, a 13.2 percent decrease compared to 1998.
Earnings  per  share  were  down  10.6  percent,  to  $1.52,   reflecting  fewer
outstanding shares.

     Professional  Publishing  revenues  are up just 2.2  percent  over the same
period of 1998. Publishing revenues, excluding Software and Books, increased 4.2
percent.  IOMA  revenues  grew  over  25  percent  due  to new  products  and an
acquisition, and Tax Management subscription revenues rose nearly 8 percent as a
result of strong new subscription  sales.  Software revenues are down $2 million
and  Books  sales  are down $.9  million  due to the  timing  differences  noted
earlier.  Publishing  operating  expenses  were up 4.5  percent,  due in part to
higher  royalties,  and higher  employment  and consulting  expenses.  Operating
expenses continue to reflect substantial spending for Y2K remediation  projects.
In addition,  IOMA has incurred  significantly higher marketing expenses related
to its new products.  Operating profit for the Publishing segment decreased 23.1
percent.

     Printing segment total revenues were up 6.1 percent over 1998, reflecting a
12.8 percent  increase in revenues  from external  customers,  but a 1.1 percent
decline in intersegment revenues. Sales to external customers have increased due
to  increased  business  from  existing  customers  and to the  addition  of new
customers.  Intersegment  revenues  are  expected  to  continue  to  decline  as
Publishing  segment  subscribers  continue to migrate  from print to  electronic
products.  Operating  expenses  were up 7.3 percent,  including  higher  selling
expenses related to increased external sales.  Operating profit declined to $1.7
million compared to $1.8 million achieved last year.


<PAGE>11


                                      -11-

     In August, BNA Communications  Inc., (BNAC) a training media business,  was
sold to LearnCom,  Inc. An investment far in excess of BNAC's limited  strategic
and financial  significance to the Company would have been required to grow BNAC
into an acceptably profitable business,  and so a sale to another training media
business  was deemed to be in the best  interests  of both the Company and BNAC.
BNAC's financial  results  comprise all of the "All Other" segment figures.  The
sale resulted in a $281,000 pre-tax loss.

     Non-operating income was $248,000 higher in 1999 due to a gain on a sale of
a publication,  partially offset by the loss on the sale of BNA  Communications.
Investment income net of interest expense was essentially  unchanged compared to
last year.  Comprehensive  income,  which  combines  net income with  changes in
unrealized gains and losses on investment securities,  was lower due to declines
in unrealized  gains. The decline in unrealized  gains on investment  securities
was primarily due to an increase in interest rates, which adversely affected the
value of  fixed-income  securities.  The Company  manages  interest rate risk in
its investment  portfolio by  diversifying  the maturities  of its  fixed-income
investments.

     The Parent  launched two new  notification  products and two new  Web-based
reference products during the quarter. The Parent expects to launch at least two
more  web-based  reference  products  and  a  new  notification  service  before
year-end.

     Full-year  1999  earnings per share is expected to finish  higher than last
year.  The revenue  recognition  timing  differences  will reverse in the fourth
quarter.  McArdle and IOMA are expected to have much  stronger  fourth  quarters
than last year. And, the lawsuit  verdict expense  incurred late last year won't
be repeated this year.


Twelve weeks ended  September  11,1999  compared to twelve weeks ended September
12, 1998.


The revenue timing differences described earlier had a particularly  significant
impact on third quarter only results.  Consequently  consolidated  revenues fell
0.5 percent,  operating  profit was down 30.5 percent,  net income declined 26.6
percent, and earnings per share were off 25 percent.  Operating expenses were up
3.5 percent, reflecting the expense factors mentioned above.

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
had  projects  underway to address Y2K  readiness  of its  products and internal
systems, and with material third parties.


<PAGE>12


                                      -12-

     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.
All of the  mission-critical  business systems have completed renovation and are
Y2K ready, and only one remaining non-critical business system is in the process
of being replaced.  The major publishing systems have been renovated and are all
Y2K ready.  In addition,  the Company has many products that are delivered in an
electronic  format,  such  as  CD-ROM,   diskette,   e-mail,  or  via  the  Web,
representing over one-third of consolidated  revenues. As a result of validation
testing,  the  Company  is  confident  that its  products,  and the  third-party
software used to create,  use, and/or deliver those  products,  are Y2K ready or
will be with only minor  adjustments.  All products are expected to be Y2K ready
by November,  1999. With respect to the non-information  technology systems, the
major systems have been tested and have been found to be  compliant.  Validation
of all areas as to the  integrity of the  Company's Y2K readiness is expected to
be completed by late 1999.

     The Company has communicated  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 compliant in
a timely manner.  Based on these  discussions,  the Company  believes that those
interface sources will be compliant,  but risk assessments and contingency plans
related to significant third party relationships have been completed.

     The cost in 1999 to replace  business  systems with Y2K ready systems,  and
for testing to ensure that the  publishing  systems and products are also ready,
is expected to be $2.7 million.  The cost to remediate other business systems is
expected to be $3.1 million.  Of these  amounts,  an estimated  $2.3 million for
software  will  be   capitalized.   Through  the  third  quarter  of  1999,  Y2K
expenditures  have  amounted  to $4.6  million,  of which $1.8  million has been
capitalized.

     The  Company's   readiness   projects  also  include  the   development  of
contingency  plans to protect  its  business  and  operations  from  Y2K-related
interruptions. These plans are complete and, by way of examples, 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 all of the Company's contingency plans will be
sufficient to handle all problems or issues that may arise.

<PAGE>13


                                      -13-

     The Company  believes  that it has taken  reasonable  steps to identify and
address those matters that could cause serious interruptions in its business and
operations  due  to Y2K  issues.  However,  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. The Company believes the most reasonably likely worst
case  scenario  may be that 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,  resulting in lost revenues and
profits.

FINANCIAL POSITION

     Cash  provided  from  operating  activities  was $27.6 million in the first
thirty-six  weeks of 1999,  an  increase  of 6.5  percent  compared to the $25.9
million recorded for the first thirty-six weeks of 1998.  Customer  receipts and
operating expenditures both increased 6.2 percent over 1998.

     Cash provided from investing activities netted to $6.9 million,  reflecting
a $14.5 million  transfer of investments to cash  equivalents,  and $1.0 million
received  from the sales of  assets,  less $8.6  million  spent for  capitalized
software costs, publishing assets, and other capital expenditures.

     The  Company  received  $3.5  million  in cash  from  the  sale of stock to
employees and  repurchased  $6.5 million of stock.  Cash  dividends  paid out to
stockholders amounted to $5.3 million.

     With over $155 million in cash and  investment  portfolios,  the  financial
position and liquidity of the Company  remains very strong.  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,  debt repayments,  most capital  expenditures,  and, in addition,
provide  funds for dividend  payments and the  repurchase  of stock  tendered by
shareholders.  Should more funding become  necessary or desirable in the future,
the Company has substantial  debt capacity based on its operating cash flows and
real estate equity.



<PAGE>14


                                      -14-

                                     PART II

Item 1   Legal Proceedings

         There were no material legal  proceedings  during the first  thirty-six
         weeks of 1999.

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 of securities 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
         11, 1999.


<PAGE>15


                                      -15-

                                   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




   10/21/99                     s/Paul N. Wojcik
- -----------------------         ------------------------------------
   Date                         Paul N. Wojcik
                                President and Chief Executive Officer




   10/21/99                     s/George J. Korphage
- -----------------------         ------------------------------------
   Date                         George J. Korphage
                                Vice President and Chief Financial Officer



<TABLE> <S> <C>

<ARTICLE>      5
<LEGEND>
This Schedule contains summary information extracted from The Bureau of National
Affairs,  Inc.  consolidated balance sheet and consolidated  statement of income
for the period  ended  September  11, 1999 and is  qualified  in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER>                               1,000
         <S> <C>
<PERIOD-TYPE>                                                          9-MOS
<FISCAL-YEAR-END>                                                DEC-31-1999
<PERIOD-END>                                                     SEP-11-1999
<CASH>                                                                41,435
<SECURITIES>                                                           7,382
<RECEIVABLES>                                                         34,518
<ALLOWANCES>                                                           1,396
<INVENTORY>                                                            4,592
<CURRENT-ASSETS>                                                     112,015
<PP&E>                                                               113,049
<DEPRECIATION>                                                        71,666
<TOTAL-ASSETS>                                                       328,875
<CURRENT-LIABILITIES>                                                167,825
<BONDS>                                                               14,000
                                                      0
                                                                0
<COMMON>                                                              11,912
<OTHER-SE>                                                            57,413
<TOTAL-LIABILITY-AND-EQUITY>                                         328,875
<SALES>                                                              186,775
<TOTAL-REVENUES>                                                     186,775
<CGS>                                                                102,658
<TOTAL-COSTS>                                                        102,658
<OTHER-EXPENSES>                                                      71,998
<LOSS-PROVISION>                                                         409
<INTEREST-EXPENSE>                                                        67
<INCOME-PRETAX>                                                       18,292
<INCOME-TAX>                                                           5,865
<INCOME-CONTINUING>                                                   12,427
<DISCONTINUED>                                                             0
<EXTRAORDINARY>                                                            0
<CHANGES>                                                                  0
<NET-INCOME>                                                          12,427
<EPS-BASIC>                                                           1.52
<EPS-DILUTED>                                                           1.52


</TABLE>


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