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8-K - FORM 8-K - Dolan Co. | c09130e8vk.htm |
EXHIBIT 99
FOR IMMEDIATE RELEASE
The Dolan Company Acquires DataStream Content Solutions
MINNEAPOLIS, MN (Dec. 1, 2010) The Dolan Company (NYSE:DM), a leading provider of services and
business information to professionals in law, finance and real estate, said today it acquired
DataStream Content Solutions, LLC, a leading provider of federal legislative and regulatory data
and advanced content management systems to information businesses, publishers and governments.
DataStreams proprietary processes and technology transform highly complex and unstructured data
into valuable products and services for its business and government clients. It specializes in
applying XML markup language to convert complex and unstructured data into smarter forms,
allowing flexible queries and dynamic database updates.
DataStreams proprietary business lines include Legislative Impact® and Regulatory Impact®, data
management technologies which simplify searches of vast federal databases and are licensed to
business clients and to the U.S. House of Representatives Office of Legislative Counsel. The
company also offers other data management, conversion and analytic tools and services. Its
subsidiary Potomac Publishing was included in the transaction.
Its target markets have been government, legislative and regulatory sectors.
The Dolan Company Chairman, President and Chief Executive Officer James P. Dolan said that
DataStream will become part of The Dolan Companys Business Information Division. DataStreams
successful subscription-based model is a good example of how we plan to grow this part of The Dolan
Company in the future, Dolan said.
DataStream will continue to be run by its founder and president, Mark Anstey, and its chief
information architect, Ed Schulke. Both will report to The Dolan Companys Business Information
Division Executive Vice President Mark Stodder. DataStream will remain in its College Park,
Maryland, offices, Stodder said.
We are very pleased to be joining The Dolan Company, said Anstey. Its an exciting fit between
our technological approach to government information and Dolans ability to market high-value
business information and intelligence.
The Dolan Company said the transaction would not affect its previous 2010 financial guidance.
Management said it believes that DataStream will be modestly accretive to 2011 financial results on
a cash earnings basis and effectively neutral to 2011 financial results on a net income basis.
The Dolan Companys Business Information Division publishes business journals, court and commercial
media and other highly-focused information products and services, operates web sites and produces
events for targeted legal and professional audiences in 21 geographic markets across the United
States. The Companys Professional Services Division provides specialized outsourced services to
the legal profession through three subsidiaries. NDeX is a leading provider of mortgage default
processing services in the United States. DiscoverReady provides outsourced discovery management
and document review services to major companies and their law firms. Counsel Press is the nations
largest provider of appellate services to the legal community.
FOR MORE INFORMATION:
Robert J. Evans, Director of Investor Relations
(612) 317-9430, Bob.evans@thedolancompany.com
or
Mark W.C. Stodder
Executive Vice President/Business Information
(612) 317-9437, Mark.stodder@thedolancompany.com
Robert J. Evans, Director of Investor Relations
(612) 317-9430, Bob.evans@thedolancompany.com
or
Mark W.C. Stodder
Executive Vice President/Business Information
(612) 317-9437, Mark.stodder@thedolancompany.com
Non-GAAP Financial Measure: Cash earnings, a non-GAAP financial measure, is used in this press
release. Cash earnings is defined as GAAP net income attributable to The Dolan Company adjusted
for the impact of the following: non-cash expenses, including non-cash interest income or expense
related to the changes in the fair value of interest rate swaps, charges for stock options and
restricted stock granted, fair value adjustments on earnouts recorded in connection with
acquisitions, and amortization; non-recurring items of income or expense; and an adjustment to
income tax expense related to the above reconciling items at the appropriate then-in-effect tax
rate.
Safe Harbor Statement: This release contains forward-looking statements that reflect the companys
current expectations and projections about future results, performance, prospects and
opportunities. The words plan, believe, may, anticipate, expect, continue, will,
would, estimate, and similar expressions are intended to identify forward-looking statements.
These forward-looking statements are based on information currently available to the company and
are subject to many risks, uncertainties and other factors that may cause actual results,
performance, prospects or opportunities to be materially different from those expressed in, or
implied by, such forward looking statements. These risks, uncertainties and other factors include,
but are not limited to, the following: costs or difficulties relating to this Datastream
transaction may be greater than expected and may adversely affect the companys results of
operations and financial condition; the expected benefits of this Datastream transaction may take
longer than anticipated to achieve or may not be achieved in their entirety or at all; the company
operates in highly competitive markets and depends upon the economies and the demographics of the
legal, financial and real estate sectors in the markets served, and changes in those sectors could
have an adverse effect on revenues, cash flows and profitability; David A. Trott, the chairman and
chief executive officer of NDeX, and certain other employees of NDeX who are also shareholders and
principal attorneys of the companys law firm customers, may under certain circumstances have
interests that differ from, or conflict with, the companys interests; NDeXs business revenues are
very concentrated, as NDeX currently provides mortgage default processing services to eight law
firm customers, and if the number of case files referred by its mortgage default processing service
law firm customers, or loan servicers and mortgage lenders served directly for properties located
in California, decreases or fails to increase, the companys operating results and ability to
execute its growth strategy could be adversely affected; regulations, laws, bills introduced, court
orders, investigations by state or federal officials, and voluntary programs or moratoria seeking
to review or mitigate foreclosures in states where the company does business may have an adverse
effect on, restrict, or slow the companys mortgage default processing services and public notice
operations (including legislation in Michigan, Indiana and Florida, the Hope for Homeowners Act,
the Emergency Economic Stabilization Act, the Streamlined Modification Program, the Homeowner
Affordability and Stability Plan, the Making Home Affordable Program, the Home Affordable
Modification Program, the Home Affordable Foreclosure Alternatives Program, the Protecting Tenants
at Foreclosure Act, investigations by state attorneys general, and voluntary foreclosure relief
programs developed by lenders, loan servicers and the Hope Now Alliance); The Dolan Company has
owned and operated DiscoverReady LLC for one year and is dependent on the skills and knowledge of
the individuals serving as chief executive officer and president of DiscoverReady; DiscoverReadys
business revenues are very concentrated among a few customers and if these customers choose to
manage their discovery with their own staffs or engage another provider and if DiscoverReady is
unable to develop new customer relationships, operating results and the ability to execute growth
strategies for DiscoverReady may be adversely affected; The Dolan Company is dependent on its
senior management team; the company intends to continue to pursue acquisition opportunities, which
it may not do successfully and which may subject the company to considerable business and financial
risk, and the company may be required to incur additional indebtedness or raise additional capital
to fund these acquisitions and this additional financing may not be available on satisfactory terms
or at all; and growing the company may place a strain on management and internal systems, processes
and controls. Please also see Risk Factors contained in Item 1A of the companys annual report on
Form 10-K filed with the SEC on March 8, 2010, which is available at the SECs Web site at
www.sec.gov, for a description of these and other risks, uncertainties and factors that could
cause actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, forward-looking statements. Except as
required by federal securities law, the company assumes no obligation to update or revise any
forward-looking statement.