Dolan Media Company Reports Operating Results (10-Q)

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Aug 05, 2010
Dolan Media Company (DM, Financial) filed Quarterly Report for the period ended 2010-06-30.

Dolan Media Company has a market cap of $347 million; its shares were traded at around $11.45 with a P/E ratio of 10.6 and P/S ratio of 1.4. DM is in the portfolios of Paul Tudor Jones of The Tudor Group, Jim Simons of Renaissance Technologies LLC.

Highlight of Business Operations:

Our total revenues increased $12.2 million, or 18.2%, from $67.0 million for the three months ended June 30, 2009, to $79.2 million for the three months ended June 30, 2010, primarily as a result of increased revenues in our litigation support services segment. The revenue growth was driven by our new DiscoverReady business which we acquired in November 2009. These operations generated $13.3 million in revenues during the three months ended June 30, 2010 (for this period in 2009, under previous ownership and thus not reflected in our operating results for the three months ended June 30, 2009, these operations generated $6.0 million in revenues). Our new NDeX operations in Florida and the DiscoverReady acquisition in the fourth quarter of 2009, together accounted for the majority of the 22.6% increase in our operating expenses for the three month period. Further, net income attributable to The Dolan Company increased to $8.6 million for the second quarter of 2010 from $8.2 million for the same period in 2009. Net income attributable to The Dolan Company increased from $16.9 million for the six months ended June 30, 2009, to $17.8 million for the six months ended June 30, 2010.

Of the $13.0 million cash due to the Trott sellers, we have paid $10.0 million through the date of this quarterly report on Form 10-Q. We will pay the remaining $3.0 million to the Trott sellers in 29 equal monthly installments beginning in August 2010, with interest accruing on the unpaid principal balance at a rate of 4.25% per annum. We also issued, as partial payment for the ownership interest, an aggregate 248,000 shares to the Trott sellers on December 31, 2009. We filed a registration statement covering the resale of these shares on March 18, 2010, which was declared effective by the SEC on April 9, 2010.

DiscoverReady: On November 2, 2009, we acquired an 85% equity interest in DiscoverReady. We paid the sellers $28.9 million in cash at closing and placed an additional $3.0 million in escrow pursuant to the terms of an escrow agreement to secure the sellers obligations under the purchase agreement (including payment of any indemnification claims and working capital and capital lease liability adjustments). After closing, DR Holdco LLC held a 15% noncontrolling interest in DiscoverReady. The individual sellers of DiscoverReady, along with other DiscoverReady employees, own all the equity interests of DR Holdco. In accordance with the terms of the DiscoverReady operating agreement, we repurchased a 0.3% equity interest in DiscoverReady from DR Holdco in connection with the expiration of the employment agreement of the former CFO of DiscoverReady in April 2010. We paid $0.1 million for this equity interest in DiscoverReady, increasing our total equity interest to 85.3%, and decreasing the noncontrolling interest to 14.7%.

Albertelli: On October 1, 2009, NDeX acquired the mortgage default processing services and related title business of the Albertelli sellers. NDeX paid $7.0 million in cash at closing, held back an additional $1.0 million to secure the Albertelli sellers obligations under the asset purchase agreement (including payment of any indemnification claims and working capital adjustments) and will pay an additional $2.0 million in equal installments of $1.0 million on each of October 1, 2010 and 2011, respectively. NDeX also entered into a 20-year services agreement with James E. Albertelli, P.A. (one of the Albertelli sellers), which provides for the exclusive referral of residential mortgage default and related files from that law firm to NDeX for processing in Florida.

In connection with the Albertelli acquisition, NDeX became obligated to pay the Albertelli sellers up to an additional $9.0 million in three annual installments of up to $3.0 million each. The amount of these annual cash payments is based upon the adjusted EBITDA for the acquired mortgage default processing services and related title business during the twelve calendar months ending on each of September 30, 2010, 2011, and 2012. In anticipation of the achievement of the adjusted EBITDA target for the twelve calendar months ending on September 30, 2010, and in connection with mutually agreed amendments to certain of the agreements entered into in connection with the Albertelli acquisition, the Company has agreed to pay the full $3.0 million on October 1, 2010, for the first of the three annual earnout payments.

We own 35.0% of the membership interests in DLNP, the publisher of The Detroit Legal News and ten other publications. We account for our investment in DLNP using the equity method. For the three months ended June 30, 2010 and 2009, our percentage share of DLNPs earnings was $1.1 million and $1.3 million, respectively, which we recognized as operating income. This is net of amortization of $0.4 million for each period. For the six months ended June 30, 2010 and 2009, our percentage share of DLNPs earnings was $2.5 million and $2.7 million, respectively, which we recognized as operating income. This is net of amortization of $0.8 million for each period. NDeX handles all public notices required to be published in connection with files it services for Trott & Trott pursuant to our services agreement with Trott & Trott and places a significant amount of these notices in The Detroit Legal News. Trott & Trott pays DLNP for these public notices. See Liquidity and Capital Resources Cash Flow Provided by Operating Activities below for information regarding distributions paid to us by DLNP.

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