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EX-32 - EXHIBIT32 - BUREAU OF NATIONAL AFFAIRS INCformexhibit32.htm
EX-31.2 - EXHIBIT31.2 - BUREAU OF NATIONAL AFFAIRS INCformexhibit31_2.htm
EX-31.1 - EXHIBIT31.1 - BUREAU OF NATIONAL AFFAIRS INCformexhibit31_1.htm
 
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
OR
(  )
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 19, 2010
Commission file number 2-28286
   
The Bureau of National Affairs, Inc.
 bnabrand
 
 
 
 
A Delaware Corporation
53-0040540
(I.R.S. Employer Identification No.)
   
1801 South Bell Street
(703) 341-3000
Arlington, Virginia 22202
(telephone number)
 
 
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. Yesx No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes o   No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One):
 
Large accelerated filer  o
Accelerated filer o
Non-accelerated filer x
Smaller reporting company o 
 
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).  Yes o No x
 
The number of shares outstanding of each of the issuer's classes of common stock as of June 19, 2010 was 10,396,895 Class A common shares, 15,332,156 Class B common shares, and 6,450 Class C common shares.
 
 
 
 
   
     
       
 
Part I
 
     
Item 1.   
 
3
 
5
 
7
 
8
Item 2 Management's Discussion and Analysis of Financial Condition and
 
  Results of Operations
 17
Item 3.  Quantitative and Qualitative Disclosures about Market Risk
22
Item 4T.  Controls and Procedures
 22
     
 
Part II 
 
     
Item 1.  Legal Proceedings
 23
Item 1A. 
23
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
23
Item 3.  Defaults Upon Senior Securities
23
Item 4.  (Removed and Reserved)
23
Item 5. 
23
Item 6. 
23
     
Signatures   
24
     
Exhibit 31.1  
 25
Exhibit 31.2   
  26
Exhibit 32    27
 
 



 
THE BUREAU OF NATIONAL AFFAIRS, INC.
 
 
FOR THE 24 WEEKS ENDED JUNE 19, 2010 and JUNE 20, 2009
 
(Unaudited)
 
(All dollars in thousands, except per share amounts)
 
             
             
   
24 Weeks Ended
 
   
June 19, 2010
   
June 20, 2009
 
             
OPERATING REVENUES
  $ 148,653     $ 151,201  
                 
OPERATING EXPENSES:
               
Editorial, production, and distribution
    72,990       81,750  
Selling
    20,389       24,166  
General and administrative
    32,414       26,433  
                 
TOTAL OPERATING EXPENSES
    125,793       132,349  
                 
OPERATING PROFIT
    22,860       18,852  
                 
INVESTMENT INCOME
    1,604       1,979  
INTEREST EXPENSE
    (875 )     (1,264 )
                 
INCOME BEFORE INCOME TAXES
    23,589       19,567  
PROVISION FOR INCOME TAXES
    8,627       6,890  
                 
NET INCOME
    14,962       12,677  
                 
OTHER COMPREHENSIVE INCOME
    64,900       4,320  
                 
COMPREHENSIVE INCOME
  $ 79,862     $ 16,997  
                 
EARNINGS PER SHARE
  $ .57     $ .47  
                 
WEIGHTED AVERAGE SHARES OUTSTANDING
    26,051,981       27,239,256  
 
See accompanying notes to condensed consolidated financial statements.
 
 
 
 
THE BUREAU OF NATIONAL AFFAIRS, INC.
 
 
FOR THE 12 WEEKS ENDED JUNE 19, 2010 and JUNE 20, 2009
 
(Unaudited)
 
(All dollars in thousands, except per share amounts)
 
             
             
   
12 Weeks Ended
 
   
June 19, 2010
   
June 20, 2009
 
             
OPERATING REVENUES
  $ 73,896     $ 75,345  
                 
OPERATING EXPENSES:
               
Editorial, production, and distribution
    35,306       40,783  
Selling
    9,517       11,682  
General and administrative
    15,167       12,838  
                 
TOTAL OPERATING EXPENSES
    59,990       65,303  
                 
OPERATING PROFIT
    13,906       10,042  
                 
INVESTMENT INCOME
    789       913  
INTEREST EXPENSE
    (394 )     (616 )
                 
INCOME BEFORE INCOME TAXES
    14,301       10,339  
PROVISION FOR INCOME TAXES
    5,506       3,654  
                 
NET INCOME
    8,795       6,685  
                 
OTHER COMPREHENSIVE (LOSS) INCOME
    (1,306     2,726  
                 
COMPREHENSIVE INCOME
  $ 7,489     $ 9,411  
                 
EARNINGS PER SHARE
  $ .34     $ .25  
                 
WEIGHTED AVERAGE SHARES OUTSTANDING
    25,947,079       26,973,227  
                 
 
 
See accompanying notes to condensed consolidated financial statements.
 

 
 
THE BUREAU OF NATIONAL AFFAIRS, INC.
 
 
JUNE 19, 2010 and DECEMBER 31, 2009
 
   
(In thousands of dollars)
 
           
           
   
(Unaudited)
     
   
June 19,
 
December 31,
 
ASSETS
 
2010
 
2009
 
           
CURRENT ASSETS:
         
Cash and cash equivalents
  $ 18,101   $ 9,757  
Short-term investments
    12,889     14,445  
Receivables (net of allowance for doubtful accounts of
             
   $848 at June 19, 2010 and $1,556 at Dec. 31, 2009)
    27,418     32,604  
Inventories
    2,297     2,935  
Prepaid expenses
    4,286     3,739  
Deferred income taxes
    5,424     5,652  
               
   Total current assets
    70,415     69,132  
               
MARKETABLE SECURITIES
    98,418     95,305  
               
PROPERTY AND EQUIPMENT:
             
Land
    23,642     23,642  
Building and improvements
    95,955     95,939  
Furniture, fixtures and equipment
    47,118     46,734  
               
      166,715     166,315  
Less-Accumulated depreciation
    54,284     51,279  
               
   Net property and equipment
    112,431     115,036  
               
DEFERRED INCOME TAXES
    9,999     51,601  
               
GOODWILL
    43,734     44,962  
               
INTANGIBLE AND OTHER ASSETS
    10,649     7,231  
               
INVESTMENT IN AFFLIATED COMPANY
    ---     4,163  
               
   Total assets
  $ 345,646   $ 387,430  
 
 
See accompanying notes to condensed consolidated financial statements.  
         
 
 
 
THE BUREAU OF NATIONAL AFFAIRS, INC.
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
JUNE 19, 2010 and DECEMBER 31, 2009
 
           
(In thousands of dollars)
 
           
           
   
(Unaudited)
     
   
June 19,
 
December 31,
 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)  
2010
 
2009
 
           
CURRENT LIABILITIES:
         
Current portion of long-term debt
  $ 20,500   $ 10,500  
Payables and accrued liabilities
    11,687     16,906  
Employee compensation and benefits payable
    18,844     17,994  
Income taxes payable
    3,251     3,706  
Deferred revenues
    131,331     125,378  
               
   Total current liabilities
    185,613     174,484  
               
LONG-TERM DEBT, less current portion
    ---     13,000  
               
POSTRETIREMENT BENEFITS, less current portion
    104,611     210,533  
               
OTHER LIABILITIES
    1,265     1,381  
               
   Total liabilities
    291,489     399,398  
               
COMMITMENTS AND CONTINGENCIES
             
               
STOCKHOLDERS' EQUITY (DEFICIT):
             
Common stock issued, $1.00 par value—
             
   Class A - 30,000,000 shares
    30,000     30,000  
   Class B - 24,634,865 shares
    24,635     24,635  
   Class C - 2,531,680 shares
    2,532     2,532  
Additional paid-in capital
    50,072     47,511  
Retained earnings
    233,856     224,406  
Treasury stock, at cost — 31,431,044 shares at
             
   June 19, 2010 and 30,913,320 at Dec. 31, 2009
    (288,535 )   (277,749 )
Accumulated other comprehensive income (loss):
             
   Net unrealized gain on marketable securities
    1,491     1,366  
   Foreign currency translation adjustment
    (110 )   (129 )
   Postretirement benefits adjustment
    216     (64,540 )
               
   Total stockholders' equity (deficit)
    54,157     (11,968
               
   Total liabilities and stockholders' equity (deficit)
  $ 345,646   $ 387,430  
 
 
See accompanying notes to condensed consolidated financial statements. 
 
 
 

THE BUREAU OF NATIONAL AFFAIRS, INC.
 
 
FOR THE 24 WEEKS ENDED JUNE 19, 2010 and JUNE 20, 2009
 
(Unaudited)
 
(In thousands of dollars)
 
           
   
24 Weeks Ended
 
   
June 19, 2010
 
June 20, 2009
 
CASH FLOWS FROM OPERATING ACTIVITIES:
         
Net income
  $ 14,962   $ 12,677  
Adjustments to reconcile net income to net
             
cash provided by operating activities—
             
Depreciation and amortization
    4,518     4,708  
Deferred income taxes
    (1,589 )   (2,276
Gain on sales of securities
    (91   (129
Others
    301     (255
Changes in operating assets and liabilities—
             
Receivables
    5,957     8,914  
Deferred revenues
    6,489     (5,987
Payables and accrued liabilities
    (4,978   (6,512
Postretirement benefits
    3,107     7,803  
Inventories
    638     (390
Other assets and liabilities—net
    (535   333  
               
Net cash provided by operating activities
    28,779     18,886  
               
CASH FLOWS FROM INVESTING ACTIVITIES:
             
Proceeds from sales of assets
    ---     31  
Purchase of property and equipment
    (361 )   (707 )
Acquisition of business (net of $56 cash acquired in 2010)
    (565 )   (3,200
   Capitalized software      (903   (658
   Acquisition of publishing assets      ---     (180
Investment securities sales and maturities
    18,562     31,010  
Investment securities purchases
    (20,355 )   (20,084 )
               
Net cash (used in) provided by investing activities
    (3,622   6,212  
               
CASH FLOWS FROM FINANCING ACTIVITIES:
             
Receipts for capital stock sales to employees
    4,700     4,917  
Purchases of treasury stock
    (13,001 )   (18,905 )
   Payment of long-term debt       (3,000   (3,000
   Dividends paid       (5,512    (5,519 )
               
Net cash used in financing activities
    (16,813 )   (22,507
               
NET INCREASE IN CASH AND CASH EQUIVALENTS
    8,344     2,591  
               
CASH AND CASH EQUIVALENTS, beginning of period
    9,757     11,139  
               
CASH AND CASH EQUIVALENTS, end of period
  $ 18,101   $ 13,730  
               
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
             
Interest paid
  $ 903   $ 1,368  
Income taxes paid
    10,676     8,727  
 
 
See accompanying notes to condensed consolidated financial statements.
 




NOTE 1: General
 
The primary business of The Bureau of National Affairs, Inc. (BNA, or the “Company”) is the publishing of legal, regulatory, and general business advisory information in labor, economic, tax, health care, environment and safety, consulting, recruiting, and other markets to business, professional, and academic users, mainly in the United States.
 
BNA also provides printing services to customers in the mid-Atlantic region through its McArdle Printing Co., Inc. subsidiary.  The Company’s software businesses develop, produce, and market tax and financial planning software and electronic tax forms for U.S. customers.
 
The Company’s financial reporting is based on 13 four-week periods.  There are three periods (twelve weeks) in each of the first three fiscal quarters and four periods in the fourth fiscal quarter.   The information in this report has not been audited.  Results for the twenty-four 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 for a fair statement of the results reported for the periods shown and has been prepared in conformity with generally accepted accounting principles of the United States of America applied on a consistent basis.
 
These financial statements should be read in conjunction with the Notes to Consolidated Financial Statements contained in the Company’s 2009 Annual Report on Form 10-K.  Note disclosures which would substantially duplicate those contained in the 2009 Annual Report on Form 10-K have been omitted.  Certain prior year balances have been reclassified to conform to the current year presentation.
 
The reported amounts of certain assets and liabilities, and the disclosures of contingent assets and liabilities, result from management estimates and assumptions which are required to prepare financial statements in conformity with accounting principles generally accepted in the United States of America.  Estimates and assumptions are used for measuring such items as postretirement benefits, deferred tax assets, and the allowance for doubtful accounts, and for evaluating the possible impairment of intangible assets and goodwill.  Accordingly, estimates and assumptions may also affect the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
The Company has evaluated subsequent events after the balance sheet date through the date the financial statements were issued and did not note any events other than those disclosed in Note 9 that would require disclosure.

NOTE 2: Acquisition

During the first quarter of 2009, the Company invested $3.2 million in preferred stock of Llesiant, Inc., a technology partner.  Llesiant is developing the taxonomy-based search engine used by “BNA Convergence,” a delivery platform designed for the legal and corporate markets that allows searching of all BNA content along with a large collection of third-party content.  The investment was recorded as a long-term investment.  During the fourth quarter of 2009, the Company increased its long-term investment by $0.8 million.  Also during the fourth quarter, the Company purchased 42 percent of the outstanding common stock for $0.3 million and began to recognize its percentage interest in Llesiant’s loss using the equity method of accounting ($137,000 at year-end 2009).  During the first quarter of 2010, the Company made additional investments of $0.3 million, recognized a further equity-method loss of $67,000, and then purchased the remaining outstanding common stock for $0.3 million on February 12, 2010.


 
The following table summarizes the consideration paid and the amounts of the assets acquired and the liabilities assumed recognized at the acquisition date (in thousands of dollars):
 
Consideration:
     
         
Cash
  $ 4,921  
         
Recognized amounts of identifiable assets  
       
 acquired and liabilities assumed:        
         
Identifiable intangible assets
  $ 3,084  
Deferred taxes
    953  
Goodwill
    1,079  
Receivables and other
    137  
Cash
    56  
Payables
    (432 )
Deferred revenue
    (160 )
Total identifiable net assets
    4,717  
Equity loss recognized prior to acquisition
    204  
    Total    $ 4,921  
 
The fair value of the acquired identifiable intangible assets is provisional pending receipt of the final valuations for those assets.
 
 
NOTE 3: Revenues and Deferred Revenues

The Company derives revenues from publishing and software product sales and from printing and other services.  Revenues are recognized when all of the following criteria are met: there is persuasive evidence that an arrangement exists; delivery has occurred or services have been rendered; the price to the customer is fixed and determinable; and collectibility is reasonably assured.
 
The majority of publishing sales are by subscription, primarily for one year.  Subscription revenues are deferred and amortized over the subscription terms.  The Company also licenses information content to certain online service providers for access by their customers.   Revenues from these licenses are recognized on either a transactional or subscription basis.  Revenues from other publishing products, such as books, research reports, and special reports, are recognized when the products are shipped, net of a reserve for returns when the right of return exists.


 
 
 
Revenues from printing services are recognized when the materials are shipped.  Revenues from consulting, software data conversion, and training are recognized when the services have been completed.  Revenues from event-related activities, such as conferences, are recognized when the event has been completed.
 
Software revenues are recognized in accordance with Accounting Standards Codification 985-605, Software—Revenue Recognition (ASC 985-605, formerly AICPA Statement of Position 97-2, Software Revenue Recognition). The majority of software sales are bundled arrangements which include a one-year software program license term and post-sale support, including telephone support and program updates (when and if available) during the license term.  Revenues are deferred and recognized ratably over the license and post-sale support term.  However, when the sale includes a specified upgrade (a specific future program enhancement promised to customers) revenue is deferred until that specified upgrade is delivered.  Revenues from sales of software products with updates provided periodically over a license term, typically one year, are recognized ratably over the license terms.
 
Deferred revenues at the end of the second quarter of 2010 consisted of $116.1 million of deferred subscription revenues and $15.2 million of deferred software revenues.  Deferred revenues at the end of 2009 consisted of $109.1 million of deferred subscription revenues and $16.3 million of deferred software revenues.

NOTE 4: Inventories
 
Inventories consisted of the following (in thousands of dollars):
 
   
June 19,
2010
   
December 31,
 2009
 
Materials and supplies
  $ 1,245     $ 1,511  
Work in process
    290       476  
Finished goods
    762       948  
                 
  Total
  $ 2,297     $ 2,935  


NOTE 5: Intangible and Other Assets and Goodwill
 
Intangible and other amortizable assets were as follows (in thousands of dollars):

   
June 19, 2010
   
December 31, 2009
 
 
 
Gross Carrying
Amount
   
Accumulated
Amortization
   
Gross Carrying
Amount
   
Accumulated
Amortization
 
 Software
  $ 30,307     $ (22,179 )   $ 26,319     $ (21,247 )
 Customer Lists
    6,105       (5,146 )     6,182       (5,017 )
 Copyrights
    9,145       (8,796 )     9,145       (8,374 )
 Other
    207       (132 )     214       (123 )
                                 
    Total
  $ 45,764     $ (36,253 )   $ 41,860     $ (34,761 )
 
Amortization expense for the above assets was $1,513,000 and $1,475,000, respectively, in the first two quarters of 2010 and 2009.  During the first two quarters of 2010, gross intangible and other amortizable assets of $3,987,000 were added and $83,000 were written down.  Other assets (non-amortizable) amounted to $1,138,000 and $132,000 at June 19, 2010 and December 31, 2009, respectively.
 

 
Goodwill assigned to the reportable segments and the change in the carrying amount of goodwill for the first two quarters of 2010 are as follows (in thousands of dollars):
 
   
Publishing
   
Printing
   
Software
   
Total
 
                         
Balance, January 1, 2010
  $ 21,594     $ 917     $ 22,451     $ 44,962  
Goodwill acquired during year
    1,079       ---       ---       1,079  
Goodwill disposed during year       (2,307      ---        ---        (2,307
                                 
Balance, June 19, 2010    
  $ 20,366     $ 917     $ 22,451     $ 43,734  


NOTE 6: Employee Benefit Plans
 
The Company has noncontributory defined benefit pension plans and provides retiree health care and life insurance benefits (other postretirement benefits) for certain of its employees.  The net periodic benefit expense is based on estimated values provided by third party actuaries.
 
The components of net periodic benefit expense were as follows (in thousands of dollars):


   
12 Weeks Ended
   
24 Weeks Ended
 
   
06/19/10
   
06/20/09
   
06/19/10
   
06/20/09
 
Pension Benefits:
                       
  Service cost
  $ 1,760     $ 1,833     $ 3,859     $ 3,756  
  Interest cost
    3,100       3,095       6,271       6,040  
  Expected return on plan assets
    (3,604 )     (3,134 )     (7,310 )     (6,125 )
  Amortization of prior service cost
                               
    and net actuarial loss
    696       1,140       1,473       2,280  
                                 
Total
  $ 1,952     $ 2,934     $ 4,263     $ 5,951  
                                 
Other Postretirement Benefits:
                               
  Service cost
  $ 584     $ 1,493     $ 1,985     $ 2,972  
  Interest cost
    1,041       2,546       3,282       5,065  
  Expected return on plan assets
    (307 )     (322 )     (626 )     (645 )
  Amortization of prior service cost
                               
    and net actuarial loss
    (2,036 )     946       (1,877 )     1,892  
                                 
Total
  $ (718 )   $ 4,663     $ 2,764     $ 9,284  
 
Pension plan contributions were $15 million in 2009 and are expected to be $2 million in 2010.  $2 million was contributed during the first two quarters of 2010, while $5 million was contributed during the first two quarters of 2009.
 
During the first quarter, the Company substantially changed the postretirement health benefits for Medicare-eligible retirees of the Parent, from providing self insured  health care benefits to providing a fixed annual stipend to be used to offset health insurance purchased by the retiree.  The change was substantial enough to require a remeasurement of the obligation, resulted in a $109 million reduction in the postretirement benefit obligation and a $65 million increase to accumulated other comprehensive income, and a $44 million decrease in deferred income taxes.  Other postretirement benefit expense will be substantially lower for the remainder of 2010 and for future years.

 

 
NOTE 7: Segment Information
 
In thousands of dollars:

 
 
12 Weeks Ended:
 
Total Operating Revenues
   
Intersegment Operating Revenues
   
External Operating Revenues
   
Operating
Profit (Loss)
 
June 19, 2010
                       
  Publishing
  $ 61,483     $ ---     $ 61,483     $ 11,024  
  Printing
    7,479       2,334       5,145       (5 )
  Software
    7,832       564       7,268       2,887  
                                 
    Total
  $ 76,794     $ 2,898     $ 73,896     $ 13,906  
                                 
                                 
June 20, 2009
                               
  Publishing
  $ 63,868     $ ---     $ 63,868     $ 8,091  
  Printing
    7,450       2,439       5,011       136  
  Software
    7,033       567       6,466       1,815  
                                 
    Total
  $ 78,351     $ 3,006     $ 75,345     $ 10,042  
 
 


24 Weeks Ended:
 
Total Operating Revenues
   
Intersegment Operating Revenues
   
External Operating Revenues
   
Operating
Profit (Loss)
 
June 19, 2010
                       
Publishing
 
$
123,825
   
$
---
   
$
123,825
   
$
17,211
 
Printing
   
14,407
     
4,492
     
9,915
     
(226
)
Software
   
16,037
     
1,124
     
14,913
     
5,875
 
                                 
Total
 
$
154,269
   
$
5,616
   
$
148,653
   
$
22,860
 
                                 
 
                               
June 20, 2009
                               
Publishing
 
$
127,068
   
$
---
   
$
127,068
   
$
14,175
 
Printing
   
15,431
     
4,859
     
10,572
     
364
 
Software
   
14,700
     
1,139
     
13,561
     
4,313
 
                                 
Total
 
$
157,199
   
$
5,998
   
$
151,201
   
$
18,852
 


NOTE 8: Stockholders' Equity (Deficit)
 

There is no established public trading market for any of BNA's three classes of common stock.  However, employees may purchase the Company’s Class A common stock through its Stock Purchase and Transfer Plan and the BNA 401(k) Plan (the “Plans”).  Semi-annually, the Board of Directors establishes the price at which shares can be bought or sold and declares dividends.  Dividends of $.21 per share were declared in March of 2010 and dividends of $.20 per share were declared in March of 2009.
 
Treasury stock as of June 19, 2010 and December 31, 2009, respectively, consisted of: Class A, 19,603,105 and 19,270,041 shares; Class B, 9,302,709 and 9,118,049 shares; and Class C, 2,525,230 and 2,525,230 shares.  As of June 19, 2010, authorized shares of Class A, Class B, and Class C shares were 30,000,000, 30,000,000, and 5,000,000, respectively.


The Company’s stockholders, when selling stock, are required to first tender shares to the Company.  The Company has supported the continuance of employee ownership through its practice of repurchasing stock tendered by stockholders, but it is not required to do so.  Capital stock with a market value of $2.7 million as of June 19, 2010 is known or expected to be tendered during the next twelve months.  The actual amount likely will be higher.

NOTE 9: Commitments, Contingencies, and Related-Party Transactions

In July 2010, the Company signed a contractual agreement to sell its Rockville, Maryland subscriber relations facility for $18-$19 million to a local developer.  The pretax gain on the sale is projected to be approximately $16 million after closing and related costs.  The transaction is expected to be completed no later than early 2012.
 
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.  The Company indemnifies certain of its customers for potential copyright infringement lawsuits related to the use of its products.  Any exposure related to these indemnifications is believed to be remote.
 
A director of one of the Company's subsidiaries is a shareholder of a law firm that provides the subsidiary with editorial services.  Fees incurred for these services were $2,679,000 and $2,687,000 in the first two quarters of 2010 and 2009, respectively.

NOTE 10: Fair Value Measurements

The Company values its assets and liabilities using the methods of fair value as described in Accounting Standards Codification 820, Fair Value Measurements and Disclosures (ASC 820, formerly FASB Statement of Financial Accounting Standards No. 157, Fair Value Measurements).  ASC 820 discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost).  The statement utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:


Level 1:
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
 
Level 2:
Inputs, other than quoted prices that are observable for the asset or liability, either directly or indirectly.  These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
 
Level 3:
Unobservable inputs that reflect the reporting entity’s own assumptions.
 
 
 
 
 
Financial assets carried at fair value measured on a recurring basis as of June 19, 2010 and the necessary disclosures are as follows (in thousands of dollars):

 
Balance
as of
   
Fair Value Measures at 06/19/10
Using Fair Value Hierarchy
   
Fair Value
as of
 
 
06/19/10
   
Level 1
   
Level 2
   
Level 3
   
06/19/10
 
 Cash and cash equivalents
$ 18,101     $ 18,101       ---       ---     $ 18,101  
                                       
 Short-term investments
  12,889       12,889       ---       ---       12,889  
 Marketable securities
  99,418       98,418       ---       ---       98,418  
                                       
    Total
$ 129,408     $ 129,408       ---       ---     $ 129,408  
 
The fair values of short-term investments and marketable securities are based on quoted market prices from various stock and bond exchanges.  The Company chose not to elect the fair value option as prescribed by ASC 820 (formerly FASB Statement of Financial Accounting Standards No. 159, The Fair Value Option For Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115) for its financial assets and liabilities that had not been previously carried at fair value.  Therefore, material financial assets and liabilities not carried at fair value, such as long-term debt, accounts payable, and customer receivables, are reported at their carrying values.  At the end of the second quarter, long-term debt with a carrying value of $20,500,000 had a fair value of $21,415,000.  The fair value of long-term debt is based on quotes for like instruments with similar credit ratings and terms.
 
 
NOTE 11: Investments

Proceeds from the sales and maturities of securities for the first two quarters of 2010 were $18,562,000.  Gross realized gains and (losses) from these sales were $91,000 and $0.  For the second quarter only, proceeds from the sales and maturities of securities were $14,111,000 and gross realized gains and (losses) from these sales were $17,000 and $0.  Proceeds from the sales and maturities of securities for the first two quarters of 2009 were $31,010,000.  Gross realized gains and (losses) from these sales were $312,000 and $(183,000).  For the second quarter only, proceeds from the sales and maturities of securities were $12,644,000 and gross realized gains and (losses) from these sales were $32,000 and $0.  The specific identification method is used in computing realized gains and losses.

The Company's investment securities are 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
June 19, 2010
Cost
 
Gains
 
Losses
 
Value
 
                     
Equity securities
  $ 19,130     $ 465     $ (1,202 )   $ 18,393  
Municipal bonds
    88,899       3,114       (104 )     91,909  
Corporate debt
    985       20       ---       1,005  
 
                               
Total
  $ 109,014     $ 3,599     $ (1,306 )   $ 111,307  
 
 
 
 
 
       
Gross
   
Gross
   
   
Amortized
 
Unrealized
   
Unrealized
 
Fair
December 31, 2009
 
Cost
 
Gains
   
Losses
 
Value
                     
Equity securities
  $ 18,122   $ 430     $ (1,498 )   $ 17,054  
Municipal bonds
    88,150     3,237       (102 )     91,285  
Corporate debt
    1,376     35       ---       1,411  
 
                             
Total
  $ 107,648   $ 3,702     $ (1,600 )   $ 109,750  
 
The following table summarizes investments with gross unrealized losses by the length of time those investments have been continuously in a loss position ( in thousands of dollars):
 
     
Gross Unrealized Losses
 
 
Fair
 
Less than
 
More than
 
June 19, 2010
Value
 
12 months
 
12 Months
 
                 
Equity securities
  $ 10,904     $ (4   $ (1,198 )
Municipal bonds
    6,308       (32 )     (72 )
 
                       
Total
  $ 17,212     $ (36 )   $ (1,270 )
             
         
Gross Unrealized Losses
 
 
Fair
 
Less than
 
More than
 
December 31, 2009
Value
 
12 months
 
12 Months
 
                         
Equity securities
  $ 14,582     $ ---     $ (1,498 )
Municipal bonds
    4,270       (5 )     (97 )
 
                       
Total
  $ 18,852     $ (5 )   $ (1,595 )
 
Each quarter, the Company reviews investment securities that have unrealized losses to determine if those losses are other than temporary.  Consideration is given to the credit quality and maturities of the fixed income securities, the financial condition and near-term prospects of the issuers of the equity securities, general market conditions, the length of time and extent to which fair values have been below amortized cost, and the Company’s ability and intent to hold the security to allow for anticipated recovery.  If a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the security is established.  Accordingly, the Company wrote down to fair market value equity security investments that were determined to be other than temporarily impaired in 2009. The write downs amounted to $50,000 in the first two quarters of 2009 and are included in investment income in the consolidated statements of income.  At June 19, 2010, 21 securities had an aggregated unrealized loss of 7.0 percent from their amortized cost.  At December 31, 2009, 17 securities had an aggregated unrealized loss of 7.8 percent from their amortized cost.  These securities were reviewed in accordance with the criteria noted above, and their declines in fair value were determined to be not other than temporary.
 
 
 
 
Fair values of the Company's fixed-income 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 June 19, 2010 were as follows (in thousands of dollars):

 
   
Amortized
   
Fair
 
   
Cost
   
Value
 
             
Within one year
  $ 12,951     $ 13,150  
One through five years
    26,641       27,823  
Five through ten years
    16,006       16,811  
Over ten years
    33,557       34,386  
No fixed maturity date
    729       744  
                 
Total
  $ 89,884     $ 92,914  



 

 
 
Item 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion should be read along with the unaudited consolidated financial statements included in this Form 10-Q, as well as the Company’s 2009 Annual Report on Form 10-K, which provides a more thorough discussion of the Company’s business and operations. This interim report is intended to provide an update of the disclosures contained in the 2009 Annual Report on Form 10-K and, accordingly, disclosures which would substantially duplicate those contained therein have been omitted.

 
Forward-Looking Statements
 
This management discussion contains certain statements that are not statements of historical fact but are forward-looking statements. The use of such words as “believes,” “expects,” “estimates,” “could,” “should,” “will,” 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.
 
Overview

BNA operates in three business segments: publishing, printing, and software. The publishing segment, which generated 84 percent of consolidated 2009 revenues, provides legal, regulatory, and general business advisory information in tax, labor, economic, health care, environment and safety, consulting, and other markets to business, professional, government, and academic users. Sales are made principally through field sales representatives. The printing segment provides services to primarily mid-Atlantic area customers, including the BNA publishing segment, other publishers, financial institutions, trade associations, professional societies, educational and other nonprofit organizations, and governmental organizations. The software segment provides tax and financial planning software to accountants, lawyers, tax and financial planners, government agencies, corporations, and others. BNA’s ongoing success is dependent upon: the quality of its products and services; its highly trained and experienced employees; its key relationships with suppliers; and the customers’ need for ongoing information regarding changes and insights in legal, regulatory, tax, and business practices and trends.
 
In addition to ongoing efforts to improve and provide more product offerings and to operate more efficiently, BNA has been engaged in several multi-year strategic initiatives related to its major publishing activities.
 
Electronic products now make up 74 percent of the legal and regulatory subscription base. Their migration to a next-generation web platform is complete. Having all BNA products on one robust platform creates the opportunity to create new products, sell into new markets, and enhance existing product offerings with tools and applications that will attract new customers and better retain existing ones. In addition, subsidiary company products are being moved to the next generation web platform improving corporate-wide efficiency and increasing our flexibility to combine and customize product offerings for new or more specialized markets.
 
BNA’s high quality, proprietary content remains a competitive strength. But the continued expansion and improvement of our web platform has enabled us to enhance the value of that content and improve the sustainability of our offerings. By concentrating on improving and exploiting our web platform, and on creating new functionalities and tools to work with our highly regarded content, BNA has moved beyond being a content provider and has positioned itself as a technologically adept provider of information solutions to professional markets.


 


Pursuant to this strategy, early this year, BNA acquired the remaining interest that it did not already own in Llesiant, a software company that had been working with BNA to create “BNA Convergence”, a new search and delivery tool designed for the legal and corporate markets. This new tool allows law firms to search all their BNA content along with a large collection of third-party content, using Llesiant’s taxonomy–based search engine. Results can be delivered in an increasing variety of formats. Having full control of Llesiant gives BNA the ability to direct the future development and enhancement of its technology to ensure that it best serves BNA’s strategic needs.
 
To help facilitate the integration of BNA’s quality content with state-of-the art technology, a new Product Research and Development business unit, headed by a Chief Product Officer, was created in 2009. This unit is responsible for developing all new products and services, focusing specifically on how best to integrate the latest technology, processes, and applications with our unique content to provide the better products, tools, and applications that our customers now demand. This unit is also responsible for BNA’s electronic commerce initiatives.
 
Earlier efforts aimed at the Human Resources and Environment markets, which also combined internal resources with technology partners, matured in recent years despite the challenging environment.  New products and more focused sales efforts led to strong growth for our expanding line of HR Decision Support Networks and our set of Environment, Health, and Safety Tools. The economic environment affected the corporate market for these products last year, but information solutions that enable businesses to meet increasingly stringent compliance needs with fewer in-house resources are attractive to cost-conscious customers, and revenue is growing for both product lines.
 
The new product development structure and the improved web platform also enables the easy and quick integration of content across multiple products. For example, in late 2009, new content and tools designed to alert users to tax credits and incentives available for “green” initiatives was integrated into and launched simultaneously on both BNA’s tax and environment web libraries.
 
BNA’s market-leading news services are also being continually improved, with a major upgrade affecting all of our current awareness services released in the first quarter of 2010. This upgrade included a new “Search My BNA” function that allows, for the first time, subscribers to search all of the BNA services they subscribe to with a single search. Most BNA notification services have now adopted a “continual publishing” model, where news stories are posted online throughout the publication cycle, often minutes after the news breaks.
 
Using all of BNA’s new capabilities, the company plans to launch the first of a series of “next generation” web libraries for the legal market later this year. These comprehensive “Resource Centers” will focus on specific substantive practice areas and will provide subject matter experts with a one-stop resource that includes all the primary and secondary information, news, analysis, and tools needed to serve their clients.
 
In an effort to leverage BNA’s strong tax brands, the Company is expanding its presence in the tax training business.  In 2008, BNA International (BNAI) acquired European American Tax Institute (EATI), which provides professional training for international tax professionals.  This business was integrated into BNAI, where it complements the Company’s growing portfolio of services for the international tax market.  In mid-2009, BNA acquired the assets of the Council for International Tax Education, Inc. (CITE) and the Alliance for Tax, Legal, and Accounting Seminars (ATLAS), both based in White Plains, New York.  The firms (now combined and branded as BNA CITE) are leaders in the creation and delivery of international tax education for multinational companies, offering live instruction courses for legal and tax professionals and financial executives.


 
 
BNA pursues a web platform-neutral policy in its information content offerings, allowing customers to choose their format preference. BNA's products have been available for transactional access on the major legal online services—Lexis and Westlaw—for many years. BNA also sells subscriptions to subject libraries of BNA content on these networks, and these have been very popular with major law firms and law schools.  In addition, BNA sells subscriptions to its tax products on Thomson Reuters’ Checkpoint platform and Wolters Kluwer’s IntelliConnect platform.  These networks and others, in addition to BNA's own online platform and print, CD’s, and DVD’s provide customers with a variety of product delivery options.
 
The economic downturn that began in the second half of 2008 had a disproportionately negative effect on several of BNA Subsidiaries, LLC's IOMA and Kennedy brand product lines. Markets for information and meetings for corporate recruiters, and publications of all types aimed at functional departments in corporations were particularly depressed. Consequently, BNA Subsidiaries, LLC's management began conducting a comprehensive review of its business operations and strategic alternatives, and in 2009, BNA Subsidiaries, LLC adopted and began to implement a strategic restructuring plan. As previously disclosed, the restructuring plan is well underway and most aspects of it will be completed by year end. As part of this plan, BNA Subsidiaries, LLC has discontinued, transferred or sold several products and product lines in an effort to create a more focused and profitable company that serves vertical industry markets with high quality information services. Furthermore, BNA Subsidiaries, LLC made numerous facility and employment changes in New Hampshire and New Jersey, as a result of which, most of BNA Subsidiaries, LLC's operating functions will be consolidated in New Hampshire during 2010. Notwithstanding the implementation of the strategic restructuring plan, BNA Subsidiaries, LLC continues to experience financial losses and continues to incur expenses that are beyond its ability to self fund and negatively affect its financial performance. Such operating losses have historically been funded by the parent company.  However, there can be no assurances that such funding by the parent will continue in light of, among other things, market weakness for BNA Subsidiaries, LLC's products and product lines. Thus, there can be no assurances that BNA Subsidiaries, LLC will continue in its current form and, consequently, BNA Subsidiaries, LLC is considering various additional restructuring alternatives.
 
As we face the task of continuing BNA’s success, external factors remain a major concern.  The economic environment has improved in general, but key markets, such as large law firms, will continue to restore spending at a slow pace.  In the second half of 2009, all of our primary markets stabilized, and in 2010, all are showing signs of recovery. Because of BNA’s subscription-based business model, market improvements are not immediately reflected in revenue.
 
A second significant factor affecting the business is the rapidly expanding expense related to BNA’s postretirement benefits obligations.  Management took a number of major steps in 2009 and in early 2010 to address this issue in a way that would continue to provide BNA’s current retirees with superior benefits without endangering BNA’s future success.  The beneficial effects of these changes have begun to be reflected in 2010’s financial performance.



 
Segment Information (in thousands of dollars)


   
12 Weeks Ended
   
24 Weeks Ended
 
   
6/19/2010
   
6/20/2009
   
6/19/2010
   
6/20/2009
 
Revenues from external customers:
                       
   Publishing
  $ 61,483     $ 63,868     $ 123,825     $ 127,068  
   Printing
    5,145       5,011       9,915       10,572  
   Software
    7,268       6,466       14,913       13,561  
                                 
Total
  $ 73,896     $ 75,345     $ 148,653     $ 151,201  
                                 
Intersegment printing revenues
  $ 2,334     $ 2,439     $ 4,492     $ 4,859  
                                 
Intersegment software revenues
  $ 564     $ 567     $ 1,124     $ 1,139  
                                 
Operating Profit:
                               
   Publishing
  $ 11,024     $ 8,091     $ 17,211     $ 14,175  
   Printing
    (5 )     136       (226 )     364  
   Software
    2,887       1,815       5,875       4,313  
                                 
Total
  $ 13,906     $ 10,042     $ 22,860     $ 18,852  


Twenty-four weeks 2010 compared to twenty-four weeks 2009
 
Through the first half of 2010, consolidated revenues were down 1.7 percent.  Software segment revenues were up 9.1 percent, but printing segment revenues were down 6.6 percent and publishing segment revenues were down 2.6 percent. Consolidated operating expenses were down 5.0 percent, leading to a 21.3 percent increase in operating profit. Net income for the first half of 2010 was $15.0 million compared to $12.7 million in 2009, and earnings per share were $.57 in 2010 versus $.47 in 2009.
 
Publishing segment revenues were down $3.2 million, or 2.6 percent compared to the prior year.  BNA Parent and Tax Management (TM) subscription, training, and royalty revenues were up 1.1 percent in the first half of 2010. Subscription revenue was lower due to slower sales over the past year and due to the effect of one fewer calendar day in the first quarter (subscription revenue is recognized on a daily basis). However, training and third party online royalty revenues were up, leading to the increase. BNA Books, BNA International, and BNA Subsidiaries, LLC revenues were all down.   BNA Subsidiaries, LLC is being reorganized and has sold, discontinued, or transferred products and is expected to be a smaller company with less revenue in 2010. Beginning in 2010, certain Parent administrative expenses, primarily IT-related, are no longer being allocated and have resulted in a noticeable change in the makeup of reported operating expenses. However, in total, publishing operating expenses were down 5.6 percent due to lower staffing expenses, especially postretirement benefit plan expenses (see Note 6). Operating profit increased 21.4 percent, to $17.2 million.
 
Printing segment revenues were down 6.6 percent compared to 2009.  Commercial sales were down 6.2 percent due to lower print volumes, and intersegment revenues were down 7.6 percent.  Operating expenses were down 2.9 percent, reflecting aggressive steps taken to adjust expenses to lower revenues. The operating loss was $226,000 in the first half of 2010, compared to an operating profit of $364,000 in 2009.
 
 
 

Total revenues for the software segment (which combines the operations of STF Services Corporation and BNA Software, a division of Tax Management, Inc.) increased 9.1 percent compared to 2009, while expenses were down 2.2 percent.  BNA Software revenues increased 10.5 percent in the first half of 2010, operating expenses (especially postretirement benefits) were down 1.9 percent, and operating profit was $4.2 million in 2010 compared to $2.9 million in the same period of 2009.  STF revenues were up 3.6 percent and operating expenses were down 3.7 percent, leading to an 11.8 percent increase in operating profit. The total software segment’s operating profit increased 36 percent to $5.9 million in 2010.
 
Investment income declined due to lower yields and lower gains on sales of securities.  Interest expense was lower due to lower term debt balances.  Other comprehensive income reflected the after-tax change in the postretirement benefit obligation related to the change in benefits described in Note 6.
 
 
Twelve weeks 2010 compared to twelve weeks 2009
 
For the second quarter only, consolidated revenues decreased 1.9 percent from 2009.  Publishing segment revenues were down 3.7 percent, reflecting declines in all publishing businesses.  Software segment revenues were up 11.4 percent, reflecting higher revenues for both BNA Software and STF, while printing segment revenues were up 0.4 percent.  Operating expenses benefitted from lower postretirement benefit expenses, and were down 8.0 percent.  Operating profit was up 38 percent and net income was up 32 percent.  Earnings per share for the quarter were $.34 in 2010 and $.25 in 2009.

Outlook
 
As expected, revenues generated in the first half of 2010 trail last year as the effect of 2009’s weaker new sales and renewals affect current subscription revenue. Better new sales this year, along with rapidly improving renewals, will have a positive impact on core subscription revenue as the year progresses. Software segment revenues should remain strong. The printing market is still very challenging, but with the emergence of promising new customer types and entering the traditionally stronger second half of the year, that business should stabilize. Non-subscription information products, such as books, special reports, and conferences, will remain very sensitive to the economic condition of their target markets.
 
Changes made to the Company’s postretirement medical benefit plan, announced late in the first quarter of 2010, are having a very positive effect on expenses, and as a result, consolidated operating profit has improved over 2009. The effect of these changes should continue for the full year.

Financial Position
 
In the first half of 2010, customer cash receipts were up 3.0 percent and cash operating expenditures were down 3.9 percent, leading to $28.8 million in cash provided from operating activities, a 52 percent increase compared to the same period of 2009. Cash used in investing activities was $3.6 million. Purchase of the remaining Llesiant stock and other consideration netted to $0.5 million, net capital expenditures were $1.3 million, and net cash used in securities investments totaled $1.8 million. Cash used in financing activities netted to $16.8 million. Capital stock repurchases were $13.0 million, and receipts for sales of capital stock to employees totaled $4.7 million. Debt principal repayments amounted to $3.0 million and the Company paid cash dividends of $5.5 million.
 

 
With over $129 million in cash and investment portfolios, the financial position and liquidity of the Company remains very strong. The 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, pension contributions, 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 believes that it has sufficient additional debt capacity based on its operating cash flows.

 

There have been no material changes in market risk since December 31, 2009.
 
 
Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of its management, including the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities  Exchange Act  of 1934).    Based  on this evaluation, the CEO and CFO have found such controls to be effective to provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods required by the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
 
Changes in Internal Control over Financial Reporting.  There were no changes in the Company’s internal control over financial reporting during the quarter ended June 19, 2010 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.


 

 
PART II  Other Information
 
                                       
 
Item 1.  
 
There were no material legal proceedings.
 
Item 1A.  
 
There were no material changes from the risk factors as previously disclosed in Item 1A of Part I of the Company’s 2009 Annual Report on Form 10-K.
 
 
During the twelve weeks ended June 19, 2010, the Company purchased shares of its common stock, as noted in the table below. The Company is not engaged in share repurchases related to a publicly announced plan or program.
 
 
 
Four-week Period
Total Number
 of Shares
 Purchased 
Average
 Price Paid
 per Share
     
March 28, 2010–April 24, 2010
172,149
$16.00
April 25, 2010–May 22, 2010
160,876
$16.00
May 23, 2010–June 19, 2010
137,187
$16.00
 
 
There were no defaults upon senior securities.
 
 
 
                                           
 
No other information is presented herein.
 
Item 6.
 
31.1 
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. section 1350.
31.2 
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. section 1350.
32 
Certification of the CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. section 1350.


 

 
 
 
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
 
 
 
 
July 28, 2010   s/Paul N. Wojcik  
Date    Paul N. Wojcik  
    Chairman and Chief Executive Officer  
 
 
 
 
 
July 28, 2010   s/Robert P. Ambrosini  
Date    Robert P. Ambrosini  
    Vice President and Chief Financial Officer