Back to GetFilings.com
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
ExchangeAct of 1934 For the quarterly period ended June 30, 2003.
or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from_______ to_____ .
COMMISSION FILE NUMBER: 333-50119
-----------------------------------------
AMERICAN LAWYER MEDIA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3980412
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
345 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 779-9200
-----------------------------
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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of August 11, 2003, there were 1,320,330 shares of the registrant's
common stock, $.01 par value, outstanding, the majority of which was held by
U.S. Equity Partners, L.P. and its affiliates.
EXPLANATORY NOTE
The Company is not currently required to file reports under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and is not
currently an "issuer" within the meaning of the Sarbanes-Oxley Act of 2002. The
Company is filing this quarterly report on Form 10-Q pursuant to a covenant
contained in the Indenture dated December 22, 1997 between the Company and The
Bank of New York, as Trustee, governing the Company's 12 1/4% Senior Discount
Notes.
AMERICAN LAWYER MEDIA HOLDINGS, INC.
INDEX
PAGE
----
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets at June 30, 2003 (unaudited)
and December 31, 2002............................................................... 1
Consolidated Statements of Operations for the Six
Months Ended June 30, 2003 and 2002 (unaudited)..................................... 2
Consolidated Statements of Operations for the Three
Months Ended June 30, 2003 and 2002 (unaudited)..................................... 3
Consolidated Statement of Changes in Stockholders' Deficit for
the Six Months Ended June 30, 2003 (unaudited)...................................... 4
Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 2003 and 2002 (unaudited)............................................ 5
Notes to Consolidated Financial Statements at
June 30, 2003 (unaudited)........................................................... 6-14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.................................. 15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK................................................................. 27
ITEM 4. CONTROLS AND PROCEDURES............................................................. 27
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.................................................................. 28
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS........................................... 28
ITEM 3. DEFAULTS UPON SENIOR SECURITIES..................................................... 28
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................................. 28
ITEM 5. OTHER INFORMATION................................................................... 28
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................................... 28
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICAN LAWYER MEDIA HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
JUNE 30, DECEMBER 31,
2003 2002
----------- ------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents .................................................. $ 2,271 $ 824
Accounts receivable, net of allowance for doubtful accounts and returns of
$2,510 and $2,589, respectively ......................................... 15,116 15,801
Deferred tax assets, net ................................................... 5,148 5,148
Inventories, net ........................................................... 520 621
Other current assets ....................................................... 2,211 2,537
--------- ---------
Total current assets ................................................. 25,266 24,931
Property, plant and equipment, net of accumulated depreciation
and amortization of $22,872 and $20,662, respectively ................... 8,481 11,417
Intangible assets, net of accumulated amortization of $62,197
and $57,952, respectively ............................................... 115,694 119,939
Goodwill, net .............................................................. 145,540 145,540
Deferred financing costs, net of accumulated amortization of $5,211 and
$4,623, respectively .................................................... 5,213 5,801
Other assets ............................................................... 5,372 5,415
--------- ---------
Total assets ........................................................ $ 305,566 $ 313,043
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable ........................................................... $ 3,337 $ 3,899
Accrued expenses ........................................................... 14,104 14,894
Accrued interest payable ................................................... 864 1,246
Deferred income (including deferred subscription income of $17,118
and $17,134, respectively) .............................................. 21,056 22,170
Other current liabilities .................................................. -- 378
--------- ---------
Total current liabilities ........................................... 39,361 42,587
--------- ---------
Long-term debt:
Revolving credit facility .................................................. 30,900 32,300
Senior notes ............................................................... 175,000 175,000
Senior discount notes ...................................................... 67,493 63,275
--------- ---------
Total long-term debt ................................................ 273,393 270,575
Deferred income taxes, net ................................................. 2,071 3,999
Other noncurrent liabilities ............................................... 7,384 7,049
--------- ---------
Total liabilities ................................................... 322,209 324,210
--------- ---------
Stockholders' deficit:
Common stock-$.01 par value; 2,000,000 shares authorized; 1,320,330 issued
and outstanding at June 30, 2003 and December 31, 2002 ..................... 13 13
Paid-in-capital ............................................................ 116,488 116,488
Accumulated deficit ........................................................ (131,629) (126,146)
Accumulated other comprehensive loss ....................................... (1,515) (1,522)
--------- ---------
Total stockholders' deficit ......................................... (16,643) (11,167)
--------- ---------
Total liabilities and stockholders' deficit ......................... $ 305,566 $ 313,043
========= =========
The accompanying notes to the consolidated financial statements are an
integral part of these statements.
1
AMERICAN LAWYER MEDIA HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
FOR THE SIX MONTHS ENDED
JUNE 30,
------------------------------
2003 2002
----------- -----------
REVENUES:
Periodicals:
Advertising...................................................... $ 38,466 $ 38,139
Subscription..................................................... 12,228 11,544
Ancillary products and services..................................... 18,346 17,102
----------- -----------
Total revenues................................................... 69,040 66,785
----------- -----------
OPERATING EXPENSES:
Editorial........................................................... 10,401 10,929
Production and distribution......................................... 12,293 13,017
Selling............................................................. 13,589 13,413
General and administrative.......................................... 17,838 18,772
Depreciation, amortization and other charges........................ 8,393 8,449
----------- -----------
Total operating expenses......................................... 62,514 64,580
----------- -----------
Operating income................................................. 6,526 2,205
Interest expense.................................................... (13,930) (13,101)
Other loss.......................................................... -- (145)
----------- -----------
Loss before income taxes......................................... (7,404) (11,041)
Benefit for income taxes............................................ 1,921 2,933
----------- -----------
Net loss......................................................... $ (5,483) $ (8,108)
=========== ===========
The accompanying notes to the consolidated financial statements are an
integral part of these statements.
2
AMERICAN LAWYER MEDIA HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
FOR THE THREE MONTHS ENDED
JUNE 30,
------------------------------
2003 2002
----------- -----------
REVENUES:
Periodicals:
Advertising...................................................... $ 19,910 $ 20,105
Subscription..................................................... 6,191 5,996
Ancillary products and services..................................... 9,036 8,326
----------- -----------
Total revenues................................................... 35,137 34,427
----------- -----------
OPERATING EXPENSES:
Editorial........................................................... 5,190 5,543
Production and distribution......................................... 5,954 6,482
Selling............................................................. 6,772 6,619
General and administrative.......................................... 8,478 9,788
Depreciation, amortization and other charges........................ 4,885 4,049
----------- -----------
Total operating expenses......................................... 31,279 32,481
----------- -----------
Operating income................................................. 3,858 1,946
Interest expense.................................................... (6,894) (7,072)
Other loss.......................................................... -- (150)
----------- -----------
Loss before income taxes......................................... (3,036) (5,276)
Benefit for income taxes............................................ 1,102 2,171
----------- -----------
Net loss......................................................... $ (1,934) $ (3,105)
=========== ===========
The accompanying notes to the consolidated financial statements are an
integral part of these statements.
3
AMERICAN LAWYER MEDIA HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
ACCUMULATED
ADDITIONAL OTHER
PAR PAID-IN ACCUMULATED COMPREHENSIVE
SHARE VALUE CAPITAL DEFICIT LOSS TOTAL
----------- ----------- ----------- ----------- ------------- ---------
COMMON STOCK
---------------------------
Balance at December 31, 2002............... 1,320,330 $ 13 $ 116,488 $ (126,146) $ (1,522) $ (11,167)
Net loss................................... -- -- -- (5,483) -- (5,483)
Unrealized gain on equity securities
available for sale....................... -- -- -- -- 7 7
---------- ---------- ----------- ----------- -------- ---------
Total comprehensive loss............... -- -- -- -- -- (5,476)
---------- ---------- ----------- ----------- -------- ---------
Balance at June 30, 2003................... 1,320,330 $ 13 $ 116,488 $ (131,629) $ (1,515) $ (16,643)
========== ========== =========== =========== ======== =========
The accompanying notes to the consolidated financial statements are an
integral part of these statements.
4
AMERICAN LAWYER MEDIA HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
FOR THE SIX MONTHS ENDED
JUNE 30,
-------------------------
2003 2002
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................................................................ $ (5,483) $ (8,108)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, amortization and other charges.................................... 8,393 8,449
Deferred income tax............................................................. (1,921) (2,933)
Non-cash interest............................................................... 588 543
Financing loss from termination of revolving line of credit .................... -- 155
Accretion of interest on senior discount notes.................................. 4,218 3,458
Decrease (increase) in:
Accounts receivable, net........................................................ 684 1,231
Inventories..................................................................... 102 77
Other current assets............................................................ 327 (698)
Other assets.................................................................... 10 (338)
(Decrease) increase in:
Accounts payable................................................................ (562) (504)
Accrued expenses................................................................ (790) (1,889)
Accrued interest payable........................................................ (382) (111)
Deferred income................................................................. (1,115) 728
Other noncurrent liabilities.................................................... 369 (617)
---------- ----------
Net cash provided by (used in) operating activities.......................... 4,438 (557)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures............................................................ (1,214) (1,477)
Deferred purchase price from purchase of business............................... (377) (529)
---------- ----------
Net cash used in investing activities........................................ (1,591) (2,006)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
(Payment) advances under revolving credit facility.............................. (1,400) 3,700
Payment of deferred finance costs............................................... -- (1,405)
---------- ----------
Net cash (used in) provided by financing activities.......................... (1,400) 2,295
---------- ----------
Net increase (decrease) in cash.............................................. 1,447 (268)
---------- ----------
CASH, beginning of period....................................................... 824 2,377
---------- ----------
CASH, end of period............................................................. $ 2,271 $ 2,109
========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period:
Income taxes................................................................. $ 7 $ 13
========== ==========
Interest..................................................................... $ 9,505 $ 8,632
========== ==========
The accompanying notes to the consolidated financial statements are an
integral part of these statements.
5
AMERICAN LAWYER MEDIA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(UNAUDITED)
1. ORGANIZATION & OPERATIONS
American Lawyer Media Holdings, Inc. ("we," "us," "our," or the
"Company") is the parent company of American Lawyer Media, Inc. ("ALM"). We
publish national and regional legal publications, including The American Lawyer,
New York Law Journal, The National Law Journal and Corporate Counsel. Our
operations are based in New York with regional offices in eight states, the
District of Columbia and London, England.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, the interim financial statements include all adjustments, which are
of a normal recurring nature, that management considers necessary to fairly
present the financial position and the results of operations for such periods.
Results of operations of interim periods are not necessarily indicative of
results for a full year. These financial statements should be read in
conjunction with the audited consolidated financial statements in our Annual
Report on Form 10-K for December 31, 2002.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of American
Lawyer Media, Inc. and our wholly-owned subsidiaries which, unless the context
otherwise requires, are collectively referred to herein as "we," "us," "our," or
the "Company". Intercompany transactions and balances have been eliminated in
consolidation.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and to
disclose contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
CONCENTRATIONS OF CREDIT RISK
Our financial instruments that are exposed to concentration of credit
risk consist primarily of cash and cash equivalents and trade accounts
receivable. We believe that we are not exposed to any significant credit risk
related to cash and cash equivalents. Concentrations of credit risk with respect
to trade accounts receivable are, except for amounts due from legal advertising
agents ("Legal Ad Agents"), generally limited due to the large number of
customers comprising our customer base. Legal Ad Agents receivables aggregated
$1.2 million as of June 30, 2003. Such Legal Ad Agents do not have significant
liquid net worth and, as a result, we are exposed to a certain level of credit
concentration risk in this area, for which we believe we have adequately
provided.
6
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REVENUE RECOGNITION
Periodical advertising revenues are generated from the placement of display
and classified advertisements, as well as legal notices, in our publications.
Advertising revenue is recognized upon release of the related publications.
Periodical subscription revenues are recognized on a pro rata basis as
issues of a subscription are served. Internet subscription revenues are
recognized on a pro rata basis as issues of a subscription are served over the
life of the term of the subscription.
Ancillary products and services revenues consist principally of newsletter
subscriptions, sales of professional books, seminar and trade show income,
income from a daily fax service of court decisions and income from electronic
products. Book revenues are recognized upon shipment and are reflected net of
estimated returns. Newsletter revenues are recognized on the same basis as
subscription revenues. Seminar and trade show revenues are recognized when the
seminar or trade show is held. Daily fax service revenue is recognized upon
fulfillment of orders.
Internet advertising revenues are generated from the placement of display
and classified advertisements, as well as directory listings, on our website.
Display and classified advertising revenue is recognized upon the release of an
advertisement on the website. Directory listing revenue is recognized on a
pro-rata basis over the life of the directory listing, generally one year.
DEFERRED SUBSCRIPTION INCOME
Deferred subscription income results from advance payments or orders for
subscriptions received from subscribers and is amortized on a straight-line
basis over the life of the subscription as issues are served. Subscription
receivables of approximately $2,206,000 and $2,073,000 are included in accounts
receivable in the accompanying consolidated June 30, 2003 and December 31, 2002
balance sheets, respectively.
ADVERTISING AND PROMOTIONAL EXPENDITURES
Advertising and promotional expenditures totaled approximately $1,748,000
and $1,415,000 for the three months ended June 30, 2003 and 2002, respectively,
and $3,351,000 and $3,307,000 for the six months ended June 30, 2003 and 2002,
respectively. These costs are expensed as the related advertisement or campaign
is released.
CASH AND CASH EQUIVALENTS
We consider time deposits and certificates of deposit with original
maturities of three months or less to be cash equivalents.
Cash on our consolidated balance sheet at June 30, 2003 and December 31,
2002 includes $12,000 and $139,000, respectively, of restricted cash collected
in association with managing a technology show on behalf of our customer.
7
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVENTORIES
Inventories consist principally of paper and related binding materials
utilized by us and our outside printers and professional books published and
sold by us. Inventories are stated at the lower of cost, as determined by the
average cost method, or market.
In 2002, we decided to change our inventory practice for our book division.
With this change we will be migrating from carrying our books in inventory to
print on demand at the time of sale. As a result, we have identified inventory
totaling $1.0 million that will be destroyed in 2003. At June 30, 2003, this
inventory identified for destruction has been fully reserved.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at cost. Significant improvements
are capitalized, while expenditures for maintenance and repairs are charged to
expense as incurred. Depreciation is calculated using the straight-line method
over the following estimated useful lives:
Buildings 25 years
Furniture, machinery and equipment 5-9 years
Computer equipment and software 3-6 years
Leasehold improvements are amortized over the shorter of the remaining
lease term or the estimated useful life.
During the three months ended June 30, 2003, we included in depreciation,
amortization and other charges a $1.5 million adjustment to write-off certain
leasehold improvements and furniture relating to office space abandoned during
prior quarter. The lease was obtained in connection with our acquisition of
Law.com, Inc. on May 1, 2002.
GOODWILL
Effective January 1, 2002, we adopted Statement of Financial Accounting
Standards Statement ("SFAS") No. 141, "Business Combinations" ("SFAS No. 141")
and SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142").
Based on the results of our annual goodwill impairment test in the fourth
quarter of 2002, it was determined that there was an impairment of the goodwill
and intangible assets associated solely with the acquisition of Law.com. The
write-down of these assets recognized the value based on the current economic
conditions and the future cash projection of this segment of the business. As a
result of this review, we recorded an impairment for goodwill and our trademark
intangibles in the fourth quarter of 2002 of $19.5 million, all of which was
generated from our acquisition of Law.com. The impairment totaled $18.9 million
for goodwill and $0.6 million for trademark intangibles.
INTANGIBLE ASSETS
Intangible assets represent advertiser commitments, uniform resource
locators, copyrights, trademarks, customer and subscriber lists and non-compete
agreements. Under SFAS No. 142, an acquired intangible asset should be
separately recognized apart from goodwill if the benefit of the
8
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
intangible is obtained through contractual or other legal rights, or if the
intangible asset can be sold, transferred, licensed, rented, or exchanged.
Intangible assets deemed to have a finite lives are amortized on a straight-line
basis over useful lives ranging from 6 months through 30 years.
ACCOUNTING FOR LONG-LIVED ASSETS
We evaluate whether there has been an impairment in any of our long-lived
assets on an annual basis or if certain circumstances indicate that a possible
impairment may exist. An impairment in value exists when the carrying value of a
long-lived asset exceeds its fair value. If it is determined that an impairment
in value has occurred, the carrying value is written down to its fair value.
Goodwill and certain other intangibles are tested for impairment under FAS No.
142 and all other long-lived assets are tested for impairment under FAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets."
DEFERRED FINANCING COSTS
Deferred financing costs are amortized over the life of the related debt
using the straight-line method.
RECLASSIFICATIONS
Certain amounts have been reclassified to conform with the current year
presentation.
INCOME TAXES
Income taxes are accounted for in accordance with FAS No. 109, "Accounting
for Income Taxes," which requires that deferred tax assets and liabilities be
recognized using enacted tax rates for the effect of temporary differences
between the book and tax basis of recorded assets and liabilities.
STOCK OPTION PLANS
We have a stock option plan under which incentive and nonqualified stock
options may be granted periodically to certain of our employee and non-employee
directors.
Pursuant to SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure," we have elected to continue to account
for employee stock-based compensation under APB Opinion No. 25, "Accounting for
Stock Issued to Employees," using an intrinsic value approach to measure
compensation expense. Accordingly, no compensation expense has been recognized
for options granted under our stock option plan since all such options were
granted at exercise prices equal to or greater than fair market value on the
date of grant.
The following table summarizes relevant information as to our reported
results under the intrinsic value method of accounting for stock awards, with
supplemental information, as if the fair value recognition provisions of SFAS
No. 123, "Accounting for Stock-Based Compensation," had been applied to the
three and six month periods ended June 30, 2003 and 2002 (in thousands):
9
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- -----------------------
2003 2002 2003 2002
-------- ---------- --------- ---------
Reported net loss................................. $ (1,934) $ (3,105) $ (5,483) $ (8,108)
Stock-based employee compensation expense
determined under the fair value method......... (242) (124) (346) (247)
-------- ---------- --------- ---------
Pro forma net loss................................ $ (2,176) $ (3,229) $ (5,829) $ (8,355)
======== ========== ========= =========
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
We utilized an interest rate swap agreement to convert our fixed rate
interest on our $175.0 million senior notes to a variable rate. At June 30,
2002, we had an interest rate swap outstanding with a notional amount of $175.0
million and a fair market value of $0.2 million. In July 2002, our interest rate
swap agreement was terminated. During the six months ended June 30, 2002, we
recorded a net gain of $110,000 which was recorded in earnings as a component of
interest expense because the swap did not qualify for hedge accounting.
3. DEBT
In December 1997, we issued $63,275,000 aggregate principal amount at
maturity of 12 1/4% Senior Discount Notes due 2008 (the "Discount Notes"), at a
discount rate of $553.14 per Discount Note. The Discount Notes accrete interest
compounded semi-annually at a rate of 12.25% to an aggregate principal amount of
$63,275,000 by December 2002. Commencing in June 2003, cash interest would have
been payable semi-annually until maturity each June 15 and December 15 if not
for the waiver and consent entered into described in the next paragraph. The
Discount Notes are senior, unsecured obligations. The Discount Notes may be
redeemed at any time by us, in whole or in part, at various redemption prices
that include accrued and unpaid interest as well as any existing liquidating
damages. The Discount Notes contain certain covenants that, among other things,
limit the incurrence of additional indebtedness, by us and our subsidiaries, the
payment of dividends and other restricted payments by us and our subsidiaries,
restrictions on distributions from certain restricted subsidiaries, asset sales,
transactions with affiliates, incurrence of liens and mergers and
consolidations. Financing costs, totaling $1,693,000, have been capitalized and
are being amortized over the term of the Discount Notes. Assuming that there is
no redemption of the Discount Notes prior to maturity, the entire principal will
be payable on December 15, 2008.
On February 27, 2003, we entered into a waiver and consent with the holders
of the Discount Notes due 2008 which provides for the waiver of cash payment by
us of semi-annual interest that was to begin in June 2003. The Discount Notes
will now become "cash-pay" in December 2004, with the first interest payment due
on June 15, 2005. The Discount Notes will continue to accrete until December
2004, at which time the aggregate principal amount of the Discount Notes will be
$80,260,705. Beginning on December 15, 2004, cash interest on the Discount Notes
will accrue at the rate of 12.25% per year. Bruce Wasserstein, chairman of the
board of directors of us and ALM, and certain of his affiliates own all of the
Discount Notes.
On December 22, 1997, we issued $175.0 million aggregate principal amount
of 9 3/4% Senior Notes (the "Notes") due December 15, 2007. The Notes accrue
interest at 9.75% which is payable in cash semi-annually on June 15 and December
15 of each year. The Notes are unsecured general senior obligations and are
fully and unconditionally guaranteed, on a joint and several and
10
3. DEBT (CONTINUED)
senior unsecured basis, by each of ALM's existing and future subsidiaries.
Separate financial statements of, and other disclosures concerning, the
guarantors are not included herein because of the guarantors' full and
unconditional guarantee of the Notes and ALM's determination that separate
financial statements and other disclosures concerning the guarantors are not
material and would not provide any additional meaningful disclosure. The Notes
may be redeemed at any time by ALM, in whole or in part, at various redemption
prices that include accrued and unpaid interest. The Notes contain certain
covenants that, among other things, limit the incurrence of additional
indebtedness by ALM and its subsidiaries, the payment of dividends and other
restricted payments by ALM and its subsidiaries, asset sales, transactions with
affiliates, the incurrence of liens, and mergers and consolidations. Financing
costs, totaling $7.2 million, were capitalized and are being amortized over the
term of the Notes. Amortization of deferred financing costs is recorded as
interest expense. Assuming there is no redemption of the Notes prior to
maturity, the entire principal will be payable on December 15, 2007. As of June
30, 2003, Bruce Wasserstein and certain affiliates own approximately 4% of the
Notes issued by us.
On May 1, 2002, we, The New York Law Publishing Company ("NYLP") and ALM
entered into a credit agreement, dated as of May 1, 2002, with GE Corporate
Finance ("GECC") and the lenders signatory thereto under which GECC has provided
our operating subsidiary, NYLP, with a $40 million revolving credit facility
(the "GECC Facility"). The GECC Facility replaces our prior revolving credit
facility and proceeds from the GECC Facility were used to refinance existing
indebtedness, provide working capital and finance capital expenditures. The
obligations of NYLP under the GECC Facility are guaranteed by us, ALM and all of
our domestic subsidiaries, and are secured by all of the personal property
assets of us, ALM and our domestic subsidiaries (including the stock of all our
domestic subsidiaries and 65% of the stock of our first-tier foreign
subsidiaries). The GECC Facility bears interest at a fluctuating rate determined
by reference to (i) the index rate plus a margin of 2.00%, or (ii) the
Eurodollar Rate ("LIBOR") plus a margin of 3.5%. We are also required to pay
customary fees with respect to the GECC Facility, including an up-front
arrangement fee, monthly administrative agency fees and commitment fees on the
unused portion of the GECC Facility. The GECC Facility includes both affirmative
and negative covenants that include meeting certain financial ratios. The term
of the GECC Facility is 60 months.
On November 13, 2002, the GECC Facility was amended to clarify language in
the GECC credit agreement, as well as to allow us to assume a lease by and
between 1140 Associates, Inc. and Law.com, Inc. In addition, on February 27,
2003, the GECC Facility was amended to modify the covenants relating to the
total leverage ratio, interest coverage ratio and fixed charge ratio until
December 2004. These covenants now provide alternative compliance levels and
associated incremental interest rates. In addition, the GECC facility was
amended to allow for the Discount Note transaction described above.
At June 30, 2003, the amount outstanding under the GECC Facility was $30.9
million. The available balance under the unused commitment is reduced by any
letters of credit outstanding totaled $7.0 million at June 30, 2003. A 10%
increase in the average interest rate of borrowing under the GECC Facility
during the six months ended June 30, 2003 would have increased our net loss to
approximately $5.6 million.
11
4. RESTRUCTURING CHARGE
During 2002, upon the decision to restructure certain of our operations, we
accrued approximately $1.5 million of restructuring charges. These charges
primarily related to severance arrangements for approximately 55 employees in
various regions and divisions and were included in operating income in the above
mentioned period. As of June 30, 2003, approximately $0.5 million, representing
the unpaid charges, is included in accrued expenses.
The following is a summary of our restructuring charge activity (in
thousands):
Unpaid restructuring charge accrual at
December 31, 2002.......................................... $ 1,068
Less: Payments during the three months ended
June 30, 2003.............................................. (576)
-----------
Unpaid restructuring charge accrual at
June 30, 2003.............................................. $ 492
===========
5. ACQUISITION OF LAW.COM
Effective May 1, 2002, we acquired Law.com, Inc., a Delaware corporation,
("Law.com"), and a provider of web content and seminars for the legal industry.
Prior to our acquisition of Law.com, Law.com's RealLegal applications services
business was spun off to Law.com shareholders as a new entity, RealLegal, LLC.
We acquired Law.com through the acquisition of all of the 1,707,790 shares of
outstanding common stock of Law.com from its shareholders in exchange for an
aggregate of 120,030 shares of Holdings' common stock, par value $0.01 per share
valued at approximately $20 million. We and Law.com share substantially all of
the same common stockholders, however, were not deemed to be entities under
common control. The amount of consideration was determined based on independent
third party valuations undertaken in March 2002 of our equity and of the Web
content and seminar business of Law.com. The acquired businesses include
practice centers for specialty law practice areas, state web sites and
information sites for in-house counsel, law students and legal technology
professionals. The acquisition was accounted for under the purchase method of
accounting and the results of operations have been included in the financial
statements since acquisition.
After completion of our acquisition of Law.com, we contributed all of the
outstanding shares of common stock of Law.com to ALM as a capital contribution.
Law.com operates as ALM's subsidiary.
The pro forma unaudited consolidated results of operation for the three and
six months ended June 30, 2002, assuming consummation of the acquisition as of
the beginning of the respective period, is as follows (in thousands):
Three Months Ended Six Months Ended
June 30, 2002 June 30, 2002
------------------ ----------------
Revenue......... $ 34,829 $ 68,540
------------ ------------
Net Loss........ $ (4,096) $ (11,044)
============ ============
12
5. ACQUISITION OF LAW.COM (CONTINUED)
At the time of the acquisition of Law.com, we recorded an investment in
RealLegal, LLC of $4.7 million for 4,745,000 units of Series A Preferred Stock.
This investment was in exchange for the extinguishment of an existing accounts
receivable due from RealLegal, LLC and for future advertising commitments by
RealLegal, LLC to us. This investment is carried at cost and included in other
assets in the accompanying Consolidated Balance Sheet. RealLegal, LLC and we
share substantially the same stockholders, however, are not deemed to be
entities under common control.
Effective May 1, 2002, RealLegal, LLC entered into an Operating Agreement
with us (the "Operating Agreement"). The Operating Agreement provides, among
other things, for us to provide RealLegal, LLC with certain content to be used
in connection with its MA3000 product and certain advertising, in exchange for a
periodic payment by RealLegal, LLC comprised of cash and equity in RealLegal,
LLC.
The above acquisition has been accounted for under the purchase method of
accounting and the results of operations of the acquired businesses have been
included in the financial statements since acquisition. The excess of the
purchase price over net assets acquired was allocated to intangible assets and
goodwill.
6. SEGMENT INFORMATION
Operating segments represent components of our business that are evaluated
regularly by key chief operating decision makers in assessing performance and
resource allocation. We have determined that our reportable segments consist of
our regional newspapers (the "Regional Newspapers"), national businesses (the
"National Businesses") and our online business, Law.com ("Online"). We have also
reflected unallocated costs related to our corporate and administrative
functions as a separate unit ("Corporate") so as to not distort our other
segments.
For the years presented herein, the Regional Newspapers are comprised of
the following businesses: New York Law Journal; The National Law Journal; and
twelve other regional newspapers.
The National Businesses are comprised of the following businesses: our
magazine group, which includes The American Lawyer and eight other magazines;
our newsletters; our hard and soft cover books; our trade shows and seminars;
our licensing and research business; our litigation services division and our
international operations.
Online is comprised of Law.com, which primarily includes web content,
seminars and practice areas.
Corporate overhead is comprised of: unallocated costs relating to our
administrative offices, which include executive management, legal, human
resources, accounting, information systems, business development, office
services, government affairs and public relations. In addition, Corporate
includes us, ALM and ALM Properties, Inc., one of ALM's subsidiaries.
We evaluate performance based on the segments' income (loss) from
operations before unallocated corporate overhead and interest expense. The
accounting policies of the reportable segments are the same as those described
in Note 2.
13
6. SEGMENT INFORMATION (CONTINUED)
For the Three Months Ended For the Six Months Ended
June 30, 2003 June 30, 2003
------------------------------------------ --------------------------------------
Regional National Regional National
Newspapers Businesses Online Newspapers Businesses Online
---------- ----------- ----------- ----------- ---------- --------
Total net revenue..... $ 21,849 $ 12,187 $ 1,101 $ 44,081 $ 22,641 $ 2,318
========== =========== =========== =========== ========= ========
Segment operating
income (loss)...... $ 7,619 $ 3,254 $ (2,356) $ 14,411 $ 5,341 $ (3,214)
========== =========== =========== =========== ========= ========
For the Three Months Ended For the Six Months Ended
June 30, 2002 June 30, 2002
------------------------------------------ --------------------------------------
Regional National Regional National
Newspapers Businesses Online Newspapers Businesses Online
---------- ----------- ----------- ----------- --------- --------
Total net revenue..... $ 22,392 $ 11,215 $ 820 $ 44,197 $ 21,768 $ 820
========== =========== =========== =========== ========= ========
Segment operating
income (loss)...... $ 7,152 $ 1,823 $ (781) $ 12,670 $ 2,635 $ (781)
========== =========== =========== =========== ========= ========
A reconciliation of combined segment profit to consolidated net loss is as
follows:
For the Three Months Ended For the Six Months Ended
June 30, June 30,
--------------------------- --------------------------
2003 2002 2003 2002
----------- ----------- ----------- ----------
Total segment operating income.... $ 8,517 $ 8,194 $ 16,538 $ 14,524
Unallocated amounts:
Corporate expenses............. (4,658) (6,248) (10,013) (12,319)
Interest expense............... (6,894) (7,072) (13,929) (13,101)
Other loss..................... -- (150) -- (145)
Benefit for income taxes....... 1,101 2,171 1,921 2,933
----------- ----------- ---------- ----------
Net loss........................... $ (1,934) $ (3,105) $ (5,483) $ (8,108)
=========== =========== =========== ==========
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with our
historical consolidated financial statements, including the notes thereto,
included elsewhere in this Form 10-Q.
ANY STATEMENTS IN THIS QUARTERLY REPORT CONCERNING OUR BUSINESS OUTLOOK
OR FUTURE ECONOMIC PERFORMANCE, ANTICIPATED PROFITABILITY, REVENUES, EXPENSES OR
OTHER FINANCIAL ITEMS, TOGETHER WITH OTHER STATEMENTS THAT ARE NOT HISTORICAL
FACTS, ARE "FORWARD-LOOKING STATEMENTS" AS THAT TERM IS DEFINED UNDER THE
FEDERAL SECURITIES LAWS. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS,
UNCERTAINTIES AND OTHER FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE STATED IN SUCH STATEMENTS. SUCH RISKS, UNCERTAINTIES AND
FACTORS INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE LEVELS OF ADVERTISING
REVENUES, CHANGES AND DELAYS IN NEW PRODUCT INTRODUCTIONS, CUSTOMER ACCEPTANCE
OF NEW PRODUCTS AND GENERAL ECONOMIC CONDITIONS, AS WELL AS OTHER RISKS DETAILED
IN OUR FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
OVERVIEW
The following discussion compares our financial results for the six months
ended June 30, 2003 to the six months ended June 30, 2002.
Effective May 1, 2002, we acquired Law.com, Inc., a Delaware corporation
("Law.com"), and a provider of web content and seminars for the legal industry.
Prior to the acquisition of Law.com, Law.com's RealLegal applications services
business was spun off to Law.com shareholders as a new entity, RealLegal, LLC.
We acquired Law.com through the acquisition of all of the 1,707,790 shares of
outstanding common stock of Law.com from its shareholders in exchange for an
aggregate of 120,030 shares of our common stock, par value $0.01 per share. The
acquired businesses include practice centers for specialty law practice areas,
state Web sites and information sites for in-house counsel, law students and
legal technology professionals.
After completion of our acquisition of Law.com, we contributed all of the
outstanding shares of common stock of Law.com to ALM as a capital contribution.
Law.com operates as a subsidiary of ALM.
We utilized an interest rate swap agreement to convert our fixed rate
interest on our $175.0 million senior notes to a variable rate. At June 30,
2002, we had an interest rate swap outstanding with a notional amount of $175.0
million and a fair market value of $0.2 million. In July 2002, our interest rate
swap agreement was terminated. During the six months ended June 30, 2002, we
recorded a net gain of $110,000, which was recorded in earnings as a component
of interest expense because the swap did not qualify for hedge accounting.
During the three months ended June 30, 2003, we included in depreciation,
amortization and other charges a $1.5 million adjustment to write-off certain
leasehold improvements and furniture relating to office space abandoned during
prior quarter. The lease was obtained in connection with our acquisition of
Law.com on May 1, 2002.
GAAP refers to accounting principles generally accepted in the United
States of America. Throughout this Management's Discussion and Analysis of
Financial Condition and Results of Operations ("MD&A"), management discusses
financial measures in accordance with GAAP and also on a non-GAAP basis. As of
January 1, 2003, we have decided to create a uniform
15
definition of EBITDA for discussion in our quarterly and annual reports. Our
definition of EBITDA is earnings before interest, income taxes, depreciation,
amortization and other charges. Any additional amounts which we believe need to
be disclosed to you in order to allow you to more accurately compare our prior
and ongoing operations from period to period will be explicitly stated in our
future reports. In order to provide accurate comparisons, EBITDA for periods
prior to January 31, 2003 may be restated to conform to the definition detailed
above and, as a result, may differ from previously reported results.
All references in this MD&A to EBITDA are to a non-GAAP financial measure.
We believe that the use of non-GAAP financial measures enables us and investors
to evaluate, and compare from period to period, the results from ongoing
operations in a more meaningful and consistent manner. Reconciliations of GAAP
to non-GAAP financial measures are included on page 27.
The following table presents the results of operations (in thousands) for
the three and six months ended June 30, 2003 and 2002.
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- -------------------------
2003 2002 2003 2002
-------- -------- --------- ---------
Operating Data:
Revenues:
Periodicals:
Advertising...................... $ 19,910 $ 20,105 $ 38,466 $ 38,139
Subscription..................... 6,191 5,996 12,228 11,544
Ancillary products and services..... 9,036 8,326 18,346 17,102
-------- -------- --------- ---------
Total revenues........................ 35,137 34,427 69,040 66,785
-------- -------- --------- ---------
Operating expenses:
Editorial............................ 5,190 5,543 10,401 10,929
Production and distribution.......... 5,954 6,482 12,293 13,017
Selling.............................. 6,772 6,619 13,589 13,413
General and administrative........... 8,478 9,788 17,838 18,772
Depreciation, amortization and
other charges...................... 4,885 4,049 8,393 8,449
-------- -------- --------- ---------
Total operating expenses.............. 31,279 32,481 62,514 64,580
-------- -------- --------- ---------
Operating income...................... $ 3,858 $ 1,946 $ 6,526 $ 2,205
======== ======== ========= =========
Interest expense...................... (6,894) (7,072) (13,930) (13,101)
Other loss............................ -- (150) -- (145)
-------- -------- --------- ---------
Loss before income tax................ (3,036) (5,276) (7,404) (11,041)
Benefit for income tax................ 1,102 2,171 1,921 2,933
-------- -------- --------- ---------
Net loss.............................. $ (1,934) $ (3,105) $ (5,483) $ (8,108)
======== ======== ========= =========
RESULTS OF OPERATIONS
Six months ended June 30, 2003 compared to six months ended June 30, 2002
Overview. Revenues increased by $2.2 million, or 3.4%, from $66.8 million
for the six months ended June 30, 2002 to $69.0 million for the six months ended
June 30, 2003. Operating expenses decreased $2.1 million, or 3.2%, from $64.6
million for the six months ended June 30, 2002 to $62.5 million for the six
months ended June 30, 2003. As a result, operating income increased $4.4 million
from $2.2 million for the six months ended June 30, 2002 to $6.6 million for the
six months ended June 30, 2003. EBITDA increased $4.4 million, or 42.0%, from
$10.5 million for the six months ended June 30, 2002 to $14.9 million for the
six months ended June 30, 2003. Net loss totaled $5.5 million for the six months
ended June 30, 2003 as compared to a net loss of $8.1 million for the six months
ended June 30, 2002.
Revenues. Revenues increased by $2.2 million, or 3.4%, from $66.8 million
for the six months ended June 30, 2002 to $69.0 million for the six months ended
June 30, 2003. Revenue growth for the six months ended June 30, 2003 compared to
the six months ended June 30, 2002 reflects revenues recorded in our Law.com
subsidiary of $2.3 million as compared to $0.8 million for the six months ended
June 30, 2002. The results for the six months ended June 30, 2003
16
include revenue from Law.com for the entire period, while the results for the
six months ended June 30, 2002 only include revenue subsequent to the May 1,
2002 acquisition date of Law.com. In addition, law firm and legal notice
advertising revenues, subscription revenues in our print publications, royalty
and licensing fees and sales of reprints increased during the six months ended
June 30, 2003 as compared to the same period in 2002. These increases were
partially offset by decreases in advertising revenues associated with certain
barter transactions where we exchanged advertising services for an equity
interest in certain companies, a decrease in classified advertising and a
decrease in newsletter revenues.
Advertising revenues increased $0.3 million, or 0.9%, from $38.2 million
for the six months ended June 30, 2002 to $38.5 million for the six months ended
June 30, 2003. The increase was due primarily to law firm and legal notice
advertising revenues, which increased $0.6 million and $0.5 million,
respectively, for the six months ended June 30, 2003 compared to the six months
ended June 30, 2002. These increases were partially offset by $0.8 million of
advertising revenues in the six months ended June 30, 2002 associated with
certain barter transactions where we exchanged advertising services for an
equity interest in certain companies with no like revenue recorded during the
same period in 2003. In addition, classified advertising revenues also declined.
Subscription revenues increased $0.7 million, or 5.9%, from $11.5 million
for the six months ended June 30, 2002 to $12.2 million for the six months ended
June 30, 2003. The increase primarily reflects increased online subscription
revenues resulting from our acquisition of Law.com, as well as an increase in
print subscription revenue resulting from increased marketing efforts.
Revenues from ancillary products and services increased $1.2 million, or
7.3%, from $17.1 million for the six months ended June 30, 2002 to $18.3 million
for the six months ended June 30, 2003. The increase in revenues resulted
primarily from higher reprint sales, higher royalty and licensing fees,
increased book sales and an increase in phone and web research revenue. These
increases were partially offset by lower newsletter sales.
Operating expenses. Operating expenses decreased $2.1 million, or 3.2%,
from $64.6 million for the six months ended June 30, 2002 to $62.5 million for
the six months ended June 30, 2003. Lower operating expenses during the six
months ended June 30, 2003 as compared to the six months ended June 30, 2002
were primarily realized through lower production and distribution expenses,
editorial expenses and general and administrative expenses resulting from
realized savings from our cost containment and restructuring efforts initiated
in 2002. These savings were partially offset by an increase in selling expenses
of $0.2 million, resulting primarily from an increase in Law.com selling
expenses during the six months ended June 30, 2003 as compared to the same
period in 2002. The results for the six months ended June 30, 2003 include
Law.com's expenses for the entire period, while the results for the same period
in 2002 only include expenses subsequent to the May 1, 2002 acquisition date of
Law.com.
Editorial expenses decreased $0.5 million, or 4.8%, from $10.9 million for
the six months ended June 30, 2002 to $10.4 million for the six months ended
June 30, 2003. The decrease in editorial expenses primarily resulted from
realized savings in artwork and photos, salaries and related payroll taxes and
employee benefit expenses and consulting and professional fees from our cost
containment and restructuring efforts initiated in 2002. These decreases were
partially offset by an increase in contributing editor fees in our print
publications and from an increase in Law.com editorial expenses of $0.2 million
during the six months ended June 30, 2003, as compared to the same period in
2002. The results for the six months ended June 30, 2003 include
17
Law.com's expenses for the entire period, while the results for the same period
in 2002 only include expenses subsequent to the May 1, 2002 acquisition date of
Law.com.
Production and distribution expenses decreased $0.7 million, or 5.6%, from
$13.0 million for the six months ended June 30, 2002 to $12.3 million for the
six months ended June 30, 2003. Production and distribution expenses decreased
primarily from lower printing and related expenses resulting from reductions in
print volume and lower printing costs, a decrease in salaries and related
payroll taxes and employee benefits and other realized savings from our cost
containment and restructuring efforts initiated in 2002. These decreases were
partially offset by an increase in Law.com production and distribution expenses
of $0.3 million during the six months ended June 30, 2003 as compared to the
same period in 2002. The results for the six months ended June 30, 2003 include
Law.com's expenses for the entire period, while the results for the same period
in 2002 only include expenses subsequent to the May 1, 2002 acquisition date of
Law.com.
Selling expenses increased $0.2 million or 1.3%, from $13.4 million for the
six months ended June 30, 2002 to $13.6 million for the six months ended June
30, 2003. Law.com's selling expenses increased $1.1 million which includes
expenses for the entire six month 2003 period while the results for the same
period in 2002 includes expenses subsequent to the May 1, 2002 acquisition date
of Law.com. This increase was partially offset by realized savings of $0.9
million from our cost containment and restructuring efforts initiated in 2002.
General and administrative expenses decreased $0.9 million, or 5.0%, from
$18.7 million for the six months ended June 30, 2002 to $17.8 million for the
six months ended June 30, 2003. General and administrative expenses decreased
$1.5 million in our print and ancillary businesses during the six months ended
June 30, 2003 as compared to the six months ended June 30, 2002. This decrease
resulted primarily from lower salary and related taxes and employee benefits,
lower legal fees and a net reduction of our provision for uncollectible accounts
due to an improvement in our accounts receivable aging performance. These
decreases were partially offset by higher management consulting and professional
fees and an increase in other taxes in our print and ancillary businesses. In
addition, Law.com general and administrative expenses increased $0.5 million
during the six months ended June 30, 2003 as compared to the same period in
2002. The results for the six months ended June 30, 2003 include Law.com's
expenses for the entire period, while the results for the same period in 2002
only include expenses subsequent to the May 1, 2002 acquisition date of Law.com.
Depreciation, amortization and other charges remained flat at $8.4 million
for the six months ended June 30, 2003 as compared to the six months ended June
30, 2003. Lower amortization expense was recorded during the six months ended
June 30, 2003 as compared to the six months ended June 30, 2002 due to certain
non-compete and other intangible assets being fully amortized by the end of
2002. This was partially offset by an increase in depreciation expense related
to capital assets acquired with the acquisition of Law.com in the second quarter
of 2002. Also, during the six months ended June 30, 2003, we included in
depreciation, amortization and other charges a $1.5 million adjustment to
write-off leasehold improvements and furniture relating to office space
abandoned during a prior quarter. The lease was obtained in connection with our
acquisition of Law.com on May 1, 2002.
Operating income. As a result of the above factors, our operating income
increased $4.4 million from $2.2 million for the six months ended June 30, 2002
to $6.6 million for the six months ended June 30, 2003. In addition, EBITDA
increased $4.4 million, or 42.0%, from $10.5
18
million for the six months ended June 30, 2002 to $14.9 million for the six
months ended June 30, 2003.
Interest expense. Total interest expense increased $0.8 million from $13.1
million for the six months ended June 30, 2002 to $13.9 million for the six
months ended June 30, 2003. This increase was primarily due to an increase in
the average carrying balance on our revolving credit facility with GECC and on
our 12 1/4% Senior Discount Notes, higher average interest rate and increased
amortization of deferred financing charge on our GECC revolving credit facility
for the six months ended June 30, 2003 as compared to the six months ended June
30, 2002. Partially offsetting these increases was a reduction of interest
expense of $0.1 million related to a gain recorded on our outstanding interest
rate swap in 2002.
Income tax benefit. Income tax benefit decreased $1.0 million for the six
months ended June 30, 2003 as compared to the six months ended June 30, 2002.
Income tax benefit for 2002 and 2003 reflects the tax effect of the pretax loss
recognized for those periods.
Net Loss. As a result of the above factors, our net loss declined $2.6
million from a loss of $8.1 million for the six months ended June 30, 2002 to
$5.5 million for the six months ended June 30, 2003.
Operating segments. Operating segments represent components of our business
that are evaluated regularly by key chief operating decision makers in assessing
performance and resource allocation. We have determined that our reportable
segments consist of our regional newspapers (the "Regional Newspapers"),
national businesses (the "National Businesses") and our online business, Law.com
("Online"). We have also reflected unallocated costs related to our corporate
and administrative functions as a separate unit ("Corporate") so as to not
distort our other segments.
For the six months ended June 30, 2003 and 2002 presented herein, the
Regional Newspapers are comprised of the following: New York Law Journal; The
National Law Journal; and twelve other daily and weekly newspapers.
The National Businesses are comprised of the following: The American Lawyer
and eight other magazines; our newsletters, our hard and soft cover books; our
trade shows and seminars; our licensing and syndication business; our litigation
services division and our international operations.
Online is administered by Law.com and consists primarily of web content,
seminars and practice areas.
Corporate is comprised of: unallocated costs relating to our administrative
offices, which include executive management, legal, human resources, accounting,
information systems, business development, office services, government affairs
and public relations. In addition, Corporate includes us, ALM and ALM
Properties, Inc., one of our subsidiaries.
Regional Newspapers
Revenues. Revenues for our Regional Newspapers decreased $0.1 million, from
$44.2 million for the six months ended June 30, 2002 to $44.1 million for the
six months ended June 30, 2003. Advertising revenues decreased $0.5 million,
from $29.7 million for the six months ended June 30, 2002 to $29.2 million for
the six months ended June 30, 2003. The decrease was due
19
primarily to lower display advertising revenues of $0.6 million associated with
certain barter transactions where we exchanged advertising services for an
equity interest in certain companies and also from a decrease of $0.5 million in
classified advertising revenues. These decreases were partially offset by
increases in legal notice and law firm advertising revenues, which increased
$0.5 million and $0.1 million, respectively, for the six months ended June 30,
2003 compared to the six months ended June 30, 2002. Partially offsetting
decreases in advertising revenues were increases in subscription and ancillary
revenues.
Operating expenses. Total operating expenses declined $1.8 million, or
5.9%, from $31.5 million for the six months ended June 30, 2002 to $29.7 million
for the six months ended June 30, 2003. Cost of goods sold decreased primarily
due to lower paper, printing, fulfillment and other production costs resulting
from realized savings from our continued cost containment efforts. Also,
salaries and related taxes and benefits decreased due to our restructuring
efforts initiated in 2002. Selling costs decreased due to lower print and radio
advertising expenses realized from continued cost containment efforts. Salary
and payroll related taxes and benefits also declined due to restructuring
efforts in 2002. Partially offsetting the decrease in selling expenses was an
increase in direct mail efforts, due to our decision to invest in marketing
during this time period. General and administrative expenses decreased primarily
due to lower allocated corporate overhead expenses. This decrease was realized
from corporate expense reductions from continued cost containment and also from
restructuring efforts initiated in 2002. In addition, general and administrative
expenses decreased due to lower salary and payroll related taxes and benefits
expenses realized from restructuring and continued cost containment efforts
initiated in 2002.
Operating income. Our operating profit increased $1.7 million, from $12.7
million for the six months ended June 30, 2002 to $14.4 million for the six
months ended June 30, 2003. EBITDA increased $1.7 million, or 13.0%, from $13.0
million for the six months ended June 30, 2002 to $14.7 million for the six
months ended June 30, 2003.
National Businesses
Revenues. Revenues for our National Businesses increased $0.8 million, or
4.0%, from $21.8 million for the six months ended June 30, 2002 to $22.6 million
for the six months ended June 30, 2003. Advertising revenues for our National
Businesses were $7.9 million for both the six months ended June 30, 2003 and
2002. Display advertising revenue decreased due to a decrease in advertising
associated with certain barter transactions where we exchanged advertising
services for an equity interest in certain companies. This decrease was offset
by increases in law firm and directory advertising revenues. Subscription
revenues increased $0.1 million. Ancillary revenues increased $0.7 million due
primarily to higher reprint sales, higher book sales, increases in phone and web
research revenue in our litigation services business and increased licensing
revenue. This was partially offset by decreases in newsletter revenue and
seminar and trade show revenue.
Operating expenses. Operating expenses for our National Businesses declined
$2.0 million, or 10.3%, from $19.3 million for the six months ended June 30,
2002 to $17.3 million for the six months ended June 30, 2003. Cost of goods sold
decreased due primarily to lower printing and production costs resulting from
our continued cost containment efforts. Also, salaries and related taxes and
benefits expenses decreased due to our restructuring efforts initiated in 2002.
These decreases were partially offset by increased contributing editor costs.
Selling expenses decreased due to continued cost containment efforts realized,
lower trade show expenses and expense reductions as our national sales force
continues to allocate their time selling online products for Law.com. In
addition, selling and general and administrative expenses decreased due to lower
20
allocated corporate overhead expenses. This decrease resulted from corporate
expense reductions realized from continued cost containment and also from
restructuring efforts initiated in 2002.
Operating profit. Our operating profit increased $2.7 million, or 102.7%
from $2.6 million for the six months ended June 30, 2002 to $5.3 million for the
six months ended June 30, 2003. EBITDA increased $2.7 million, or 103.8%, from
$2.6 million for the six months ended June 30, 2002 to $5.3 million for the six
months ended June 30, 2003.
Online
Our online business consists primarily of Law.com, a provider of web
content and seminars for the legal industry whose businesses include practice
centers for specialty law practice areas, state web sites and information sites
for in-house counsel, law students and legal technology professionals. Total
revenues for Online for the six months ended June 30, 2003 totaled $2.3 million,
or 3.4%, of our revenues. As we acquired Law.com in May 2002, we do not have
comparable six month results for this segment. Operating expenses for Online
totaled $5.5 million for the six months ended June 30, 2003. Included in
operating expenses for the six months ended June 30, 2003 is a $1.5 million
charge to depreciation, amortization and other charges to write-off certain
leasehold improvements and furniture relating to office space abandoned during a
prior quarter. The lease was obtained in connection with our acquisition of
Law.com, Inc. As a result, operating loss for Online was $3.2 million and EBITDA
loss was $1.1 million for the six months ended June 30, 2003.
Corporate
Operating expenses. Operating expenses for Corporate decreased $2.3 million
from $12.3 million for the six months ended June 30, 2002 to $10.0 million for
the six months ended June 30, 2003. These decreases were due primarily to lower
salary and payroll related taxes and employee benefits and lower legal fees.
Lower amortization expense was recorded during the six months ended June 30,
2003 as compared to the six months ended June 30, 2002 due to certain
non-compete and other intangible assets being fully amortized by the end of
2002. Corporate depreciation expense decreased due to certain capital assets
becoming fully depreciated in 2002. These decreases were partially offset by
increases in management consulting and other professional fees and an increase
in other taxes.
Three months ended June 30, 2003 compared to three months ended June 30, 2002
Overview. Revenues increased by $0.7 million, or 2.1%, from $34.4 million
for the three months ended June 30, 2002 to $35.1 million for the three months
ended June 30, 2003. Operating expenses decreased $1.2 million, or 3.7%, from
$32.5 million for the three months ended June 30, 2002 to $31.3 million for the
three months ended June 30, 2003. As a result, operating income increased $2.0
million from $1.9 million for the three months ended June 30, 2002 to $3.9
million for the three months ended June 30, 2003. EBITDA increased $2.9 million,
or 49.6%, from $5.8 million for the three months ended June 30, 2002 to $8.7
million for the three months ended June 30, 2003. Net loss totaled $3.1 million
for the three months ended June 30, 2002 as compared to a net loss of $1.9
million for the three months ended June 30, 2003.
Revenues. Revenues increased by $0.7 million, or 2.1%, from $34.4 million
for the three months ended June 30, 2002 to $35.1 million for the three months
ended June 30, 2003. Revenue growth for the three months ended June 30, 2003
compared to the three months ended June 30,
21
2002 is due primarily from revenues recorded in our Law.com subsidiary of $1.1
million for the three months ended June 30, 2003 as compared to $0.8 million for
the three months ended June 30, 2002. The results for the three months ended
June 30, 2003 include revenue from Law.com for the entire period, while the
results for the three months ended June 30, 2002 only include revenue subsequent
to the May 1, 2002 acquisition date of Law.com. In addition, law firm and legal
notice advertising revenues, subscription revenues in our print publications,
royalty and licensing fees, trade show and seminar revenue, directory revenue
and sales of reprints increased during the three months ended June 30, 2003 as
compared to the same period in 2002. These increases were partially offset by
decreases in display advertising revenues associated with certain barter
transactions where we exchanged advertising services for an equity interest in
certain companies, a decrease in classified advertising and a decrease in
newsletter revenues.
Advertising revenues decreased $0.2 million, or 1.0%, from $20.1 million
for the three months ended June 30, 2002 to $19.9 million for the three months
ended June 30, 2003. Advertising revenue declines were due to decreases in
display advertising revenues associated with certain barter transactions where
we exchanged advertising services for an equity interest in certain companies
and decreases in classified revenues for the three months ended June 30, 2003
compared to the three months ended June 30, 2002. These decreases were partially
offset by increases in law firm, legal notice and directory advertising revenue
for the three months ended June 30, 2003 compared to the three months ended June
30, 2002.
Subscription revenues increased $0.2 million, or 3.3%, from $6.0 million
for the three months ended June 30, 2002 to $6.2 million for the three months
ended June 30, 2003. The increase reflects both increased online and print
subscription revenues resulting from increased marketing efforts.
Revenues from ancillary products and services increased $0.7 million, or
8.5%, from $8.3 million for the three months ended June 30, 2002 to $9.0 million
for the three months ended June 30, 2003. The increase in revenues resulted
primarily from higher reprint sales, higher royalty and licensing fees and an
increase in trade show and seminar revenue. These increases were partially
offset by lower newsletter sales.
Operating expenses. Operating expenses decreased $1.2 million, or 3.7%,
from $32.5 million for the three months ended June 30, 2002 to $31.3 million for
the three months ended June 30, 2003. Lower operating expenses during the three
months ended June 30, 2003 as compared to the three months ended June 30, 2002
were primarily realized through lower general and administrative, production and
distribution and editorial expenses resulting from realized savings from our
cost containment and restructuring efforts initiated in 2002. These savings were
partially offset by an increase of $0.3 million in Law.com selling expenses
during the three months ended June 30, 2003, as compared to the same period in
2002. The results for the three months ended June 30, 2003 include Law.com's
expenses for the entire period, while the results for the same period in 2002
only include expenses subsequent to the May 1, 2002 acquisition date of Law.com.
Editorial expenses decreased $0.3 million, or 6.4%, from $5.5 million for
the three months ended June 30, 2002 to $5.2 million for the three months ended
June 30, 2003. The decrease in editorial expenses primarily resulted from
realized savings in artwork and photos, salaries and related expenses and
consulting and professional fees from our cost containment and restructuring
efforts initiated in 2002. These decreases were partially offset by an increase
in contributing editor fees in our print publications.
22
Production and distribution expenses decreased $0.5 million, or 8.2%, from
$6.5 million for the three months ended June 30, 2002 to $6.0 million for the
three months ended June 30, 2003. Production and distribution expenses decreased
primarily from lower printing and related expenses resulting from reductions in
print volume and lower printing costs, lower book production costs, a decrease
in salaries and related payroll taxes and employee benefits and other realized
savings from our cost containment and also from restructuring efforts initiated
in 2002.
Selling expenses increased $0.2 million or 2.3%, from $6.6 million for the
three months ended June 30, 2002 to $6.8 million for the three months ended June
30, 2003. Selling expenses increased primarily due to an increase in Law.com
selling expenses of $0.3 million, during the three months ended June 30, 2003,
as compared to the same period in 2002. The results for the three months ended
June 30, 2003 include Law.com's expenses for the entire period, while the
results for the same period in 2002 only include expenses subsequent to the May
1, 2002 acquisition date of Law.com. This increase was partially offset by
realized savings from our cost containment and also from restructuring efforts
initiated in 2002.
General and administrative expenses decreased $1.3 million, or 13.4%, from
$9.8 million for the three months ended June 30, 2002 to $8.5 million for the
three months ended June 30, 2003. This decrease resulted from lower legal fees
and a net reduction of our provision for uncollectible accounts due to an
improvement in our accounts receivable aging performance. These decreases were
partially offset by increased management consulting and other professional fees
and an increase in other taxes in our print and ancillary businesses.
Depreciation, amortization and other charges increased $0.9 million, or
20.6%, from $4.0 million for the three months ended June 30, 2002 to $4.9
million for the three months ended June 30, 2003. Depreciation expense increased
for the three months ended June 30, 2003 as compared to the three months ended
June 30, 2002 related to capital assets acquired with the acquisition of Law.com
in the second quarter of 2002. During the three months ended June 30, 2003, we
included in depreciation, amortization and other charges a $1.5 million
adjustment to write-off leasehold improvements and furniture relating to office
space abandoned during a prior quarter. The lease was obtained in connection
with our acquisition of Law.com. In addition, partially offsetting these
increases was lower amortization expense recorded during the three months ended
June 30, 2003 as compared to the three months ended June 30, 2002 due to certain
non-compete and other intangible assets being fully amortized in 2002.
Operating income. As a result of the above factors, our operating income
increased $2.0 million from $1.9 million for the three months ended June 30,
2002 to $3.9 million for the three months ended June 30, 2003. In addition,
EBITDA increased $2.9 million, or 49.6%, from $5.8 million for the three months
ended June 30, 2002 to $8.7 million for the three months ended June 30, 2003.
Interest expense. Total interest expense decreased $0.2 million from $7.1
million for the three months ended June 30, 2002 to $6.9 million for the three
months ended June 30, 2003. For the three months ended June 30, 2002, we
recorded an additional interest expense of $0.4 million related to our
outstanding interest rate swap with no like expense recorded during the three
months ended June 30, 2003. Partially offsetting this decrease was higher
average carrying balances on our GECC Facility and on our 12 1/4% Senior
Discount Notes, higher average interest rates and increased amortization of a
deferred financing on our GECC Facility in 2003, resulted in a higher interest
expense for the three months ended June 30, 2003 as compared to the three months
ended June 30, 2002.
23
Other loss. Other loss decreased $0.1 million for the three months ended
June 30, 2003 as compared to the three months ended June 30, 2002. This decrease
was due to the write-off of the remaining unamortized deferred financing costs
resulting from the payoff of our old revolving line of credit with no like costs
for the three months ended June 30, 2003.
Income tax benefit. Income tax benefit decreased $1.1 million for the three
months ended June 30, 2003 as compared to the three months ended June 30, 2002.
Income tax benefit for 2002 and 2003 reflects the tax effect of the pretax loss
recognized for those periods.
Net Loss. As a result of the above factors, our net loss declined $1.2
million from a loss of $3.1 million for the three months ended June 30, 2002 to
$1.9 million for the three months ended June 30, 2003.
Operating segments. Operating segments represent components of our business
that are evaluated regularly by key chief operating decision makers in assessing
performance and resource allocation. We have determined that our reportable
segments consist of our regional newspapers (the "Regional Newspapers"),
national businesses (the "National Businesses") and our online business, Law.com
("Online"). We have also reflected unallocated costs related to our corporate
and administrative functions as a separate unit ("Corporate") so as to not
distort our other segments.
For the three months ended June 30, 2003 and 2002 presented herein, the
Regional Newspapers are comprised of the following: New York Law Journal; The
National Law Journal; and twelve other daily and weekly newspapers.
The National Businesses are comprised of the following: The American Lawyer
and eight other magazines; our newsletters, our hard and soft cover books; our
trade shows and seminars; our licensing and syndication business; our litigation
services division and our international operations.
Online is administered by Law.com and consists primarily of web content,
seminars and practice areas.
Corporate is comprised of: unallocated costs relating to our administrative
offices, which include executive management, legal, human resources, accounting,
information systems, business development, office services, government affairs
and public relations. In addition, Corporate includes us, ALM and ALM
Properties, Inc., one of our subsidiaries.
Regional Newspapers
Revenues. Revenues for our Regional Newspapers decreased $0.5 million, or
2.4%, from $22.4 million for the three months ended June 30, 2002 to $21.9
million for the three months ended June 30, 2003. Advertising revenues decreased
$0.6 million, from $15.2 million for the three months ended June 30, 2002 to
$14.6 million for the three months ended June 30, 2003. The decrease was due
primarily to lower display advertising revenues associated with certain barter
transactions where we exchanged advertising services for an equity interest in
certain companies and from a decrease in classified advertising revenues. These
decreases were partially offset by an increase in legal notice advertising
revenues of $0.1 million for the three months ended June 30, 2003 compared to
the three months ended June 30, 2002. Subscription and royalty revenue increases
for the three months ended June 30, 2003 as compared to the three months ended
June 30, 2002 were offset by lower book, seminar and trade show and web and
phone research revenues.
24
Operating expenses. Total operating expenses declined $1.0 million, or
6.6%, from $15.2 million for the three months ended June 30, 2002 to $14.2
million for the three months ended June 30, 2003. Cost of goods sold decreased
due primarily to lower printing, fulfillment, postage and freight, other
production costs and lower professional fees and selling costs decreased due to
lower print and radio advertising and travel expenses resulting from realized
savings from our continued cost containment efforts. Partially offsetting the
decrease in selling expenses was an increase in direct mail efforts, due to our
decision to invest in marketing during this time period. General and
administrative expenses decreased primarily due to lower allocated corporate
overhead expenses. In addition, we realized savings in salary and payroll
related taxes and benefits expenses from restructuring and continued cost
containment efforts initiated in 2002.
Operating income. Our operating profit increased $0.5 million; from $7.1
million for the three months ended June 30, 2002 to $7.6 million for the three
months ended June 30, 2003. EBITDA increased $0.4 million, or 6.0%, from $7.4
million for the three months ended June 30, 2002 to $7.8 million for the three
months ended June 30, 2003.
National Businesses
Revenues. Revenues for our National Businesses increased $1.0 million, or
8.7%, from $11.2 million for the three months ended June 30, 2002 to $12.2
million for the three months ended June 30, 2003. Revenue from our ancillary
products increased $0.7 million due primarily to higher reprint sales, higher
book sales, increases in phone and web research revenue in our litigation
services business, increases in seminar and trade shows and increased licensing
fees. Advertising revenues for our National Businesses increased $0.2 million
from $4.4 million for the three months ended June 30, 2002 to $4.6 million for
the three months ended June 30, 2003. Advertising revenue increased due to
higher law firm and directory advertising revenue. These increases were
partially offset by a decrease in advertising associated with certain barter
transactions where we exchanged advertising services for an equity interest in
certain companies and by decreases in newsletter revenue.
Operating expenses. Operating expenses for our National Businesses declined
$0.5 million, or 4.9%, from $9.4 million for the three months ended June 30,
2002 to $8.9 million for the three months ended June 30, 2003. Cost of goods
sold decreased due primarily to lower printing, production and professional fees
resulting from our continued cost containment efforts. Also, salaries and
payroll related taxes and benefits expense decreased due to our restructuring
efforts initiated in 2002. These decreases were partially offset by increased
contributing editor costs and subscription postage. Selling expenses decreased
due to continued cost containment efforts realized, lower trade show expenses
and expense reductions as our national sales force continues to allocate their
time selling online products for Law.com. In addition, selling and general and
administrative expenses decreased due to lower allocated corporate overhead
expenses. This decrease resulted from corporate expense reductions realized from
continued cost containment and also from restructuring efforts initiated in
2002.
Operating profit. Our operating profit increased $1.5 million, or 78.5%,
from $1.8 million for the three months ended June 30, 2002 to $3.3 million for
the three months ended June 30, 2003. EBITDA increased $1.4 million, or 78.4%,
from $1.8 million for the three months ended June 30, 2002 to $3.2 million for
the three months ended June 30, 2003.
25
Online
Our online business consists primarily of Law.com, a provider of web
content and seminars for the legal industry whose businesses include practice
centers for specialty law practice areas, state web sites and information sites
for in-house counsel, law students and legal technology professionals. Total
revenues for Online, for the three months ended June 30, 2003 totaled $1.1
million, or 3.1%, of our revenues. As we acquired Law.com in May 2002, we do not
have comparable quarterly results for this segment. Included in operating
expenses for the three months ended June 30, 2003 is a $1.5 million charge to
depreciation, amortization and other charges to write-off certain leasehold
improvements and furniture relating to office space abandoned during a prior
quarter. The lease was obtained in connection with our acquisition of Law.com,
Inc. Operating expenses for Online totaled $3.5 million for the three months
ended June 30, 2003. As a result, operating loss for Online was $2.4 million and
EBITDA loss was $0.6 million for the three months ended June 30, 2003.
Corporate
Operating expenses. Operating expenses for Corporate decreased $1.6 million
from $6.2 million for the three months ended June 30, 2002 to $4.6 million for
the three months ended June 30, 2003. These decreases were due primarily to
lower salary and payroll related taxes and employee benefits and lower legal
fees. Lower amortization expense was recorded during the three months ended June
30, 2003 as compared to the three months ended June 30, 2002 due to certain
non-compete and other intangible assets being fully amortized by the end of
2002. Corporate depreciation expense decreased due to certain capital assets
becoming fully depreciated in 2002. These decreases were partially offset by
increases in other taxes, rent expense and lower allocated corporate expenses
due to corporate expense reductions from continued cost containment.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities. Net cash provided by operating
activities totaled $4.4 million for the six months ended June 30, 2003, which
primarily reflects depreciation, amortization and other charges of $8.4 million,
accretion of interest on Senior Discount Notes of $4.2 million, a decrease in
accounts receivable of $0.7, the amortization of non-cash interest of $0.6
million and an increase in other current assets of $0.3 million. This was
partially offset by a net loss of $5.5 million, a decrease in deferred income
tax of $1.9 million, a decrease in accounts payable and accrued expenses of $1.4
million and a decrease in deferred income of $1.1 million.
Net cash used in investing activities. Net cash used in investing
activities was $1.6 million for the six months ended June 30, 2003, resulting
from capital expenditures of $1.2 million and deferred payments from
acquisitions made in 2001 and 2002.
Capital expenditures totaled $1.2 million for the six months ended June 30,
2003 compared to capital expenditures of $1.5 million for the six months ended
June 30, 2002. Capital expenditures for the six months ended June 30, 2003
included costs of $1.1 million attributed to hardware and software upgrades,
database development and implementation of a disaster recovery system and $0.1
million attributed to leasehold improvements throughout the regions. Capital
expenditures for 2002 primarily resulted from database development, enhancements
to existing computer systems and facilities and equipment modernization.
26
Net cash used in financing activities. Net cash used in financing
activities totaled $1.4 million for the six months ended June 30, 2003, which
reflects a net paydown on our GECC Facility.
Liquidity. Our principal sources of funds are cash flows from operating
activities, which may be supplemented by borrowings under our GECC Facility. The
GECC Facility had $30.9 million outstanding as of June 30, 2003 and accrues
interest. We believe that these funds will be sufficient to meet our current
financial obligations, which include the payment of interest on the $175,000,000
of 9.75% senior notes, interest under our GECC Facility, working capital,
capital expenditures and other obligations for the next 12 months. No assurance
can be given, however, that this will be the case. Our future operating
performance and ability to service or refinance our debt, meet future debt
covenants, and to repay, extend or refinance any credit agreements to which we
are a party will be subject to future economic conditions and to financial,
business and other factors, many of which are beyond our control.
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES
Reconciliations of GAAP to non-GAAP financial measures, such as EBITDA, are
provided below. We believe that the use of non-GAAP financial measures enables
us and investors to evaluate, and compare from period to period our results from
ongoing operations in a more meaningful and consistent manner.
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- ------------------------
2003 2002 2003 2002
---------- ----------- ---------- ---------
GAAP net loss.............................. $ (1,934) $ (3,105) $ (5,483) $ (8,108)
Adjustments to arrive at operating
income:
Benefit for income tax..................... (1,102) (2,171) (1,921) (2,933)
Other loss................................. -- 150 -- 145
Interest expense........................... 6,894 7,072 13,930 13,101
---------- ----------- ---------- ---------
Operating income........................... 3,858 1,946 6,526 2,205
Adjustments to arrive at EBITDA:
Depreciation, amortization
and other charges........................ 4,885 4,049 8,393 8,449
Other loss................................. -- (150) -- (145)
---------- ----------- ---------- ---------
EBITDA..................................... $ 8,743 $ 5,845 $ 14,919 $ 10,509
========== =========== ========== =========
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See footnote 3 to the Consolidated Financial Statements.
ITEM 4. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures. The Company's management, with the
participation of the Company's Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Company's disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the
end of the period covered by this report. Based on such evaluation, the
Company's Chief Executive Officer and Chief Financial Officer have concluded
that, as of the end of such period, the Company's disclosure controls and
procedures are effective.
(b) Internal Control Over Financial Reporting. There have not been any
changes in the Company's internal controls over financial reporting (as such
term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during
the fiscal quarter to which this report relates that have materially affected,
or are reasonably likely to materially affect, the Company's internal control
over financial reporting.
27
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are a party to various litigation matters incidental to the conduct of
our business. We do not believe that the outcome of any of the matters in which
we are currently involved will have a material adverse effect on our financial
condition or on the results of our operations.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
31.1 Certification by the Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
31.2 Certification by the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
(b) Reports on Form 8-K
None.
28
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.
AMERICAN LAWYER MEDIA HOLDINGS, INC.
August 12, 2003 /s/ WILLIAM L. POLLAK
------------------------------------------
William L. Pollak
PRESIDENT AND CHIEF EXECUTIVE OFFICER
August 12, 2003 /s/ STEPHEN C. JACOBS
------------------------------------------
Stephen C. Jacobs
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER