<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------
FORM 10-Q
--------------------------------------------
(Mark One)
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Period ended March 31 1998.
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number: Pending
---------
AMERICAN LAWYER MEDIA HOLDINGS, INC.
(Exact name of registrant as specified in its character)
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)
Telephone Number (212) 779-9200
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (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. Note: This is a voluntary filing;
Registrant not yet subject to Section 13 or 15(d).
Yes No
------ ------
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:
INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS FILED ALL DOCUMENTS AND
REPORTS REQUIRED TO BE FILED BY SECTION 12, 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 SUBSEQUENT TO THE DISTRIBUTION OF SECURITIES UNDER A PLAN
CONFIRMED BY A COURT. YES _______ NO________
As of May 1, 1998 there were 120,000 shares of the Registrant's Common Stock
outstanding.
<PAGE>
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
<TABLE>
PAGE
<S> <C>
ITEM 1. Financial Statements............................................................ 3
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................................26
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk......................31
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings...............................................................31
ITEM 2. Changes in Securities and Use of Process........................................31
ITEM 3. Default Upon Senior Securities..................................................31
ITEM 4. Submission of Matters to a Vote of Security Holders.............................31
ITEM 5. Other Information...............................................................31
ITEM 6. Exhibits and Reports on Form 8-K................................................31
</TABLE>
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
AMERICAN LAWYER MEDIA HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1998 AND DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
---------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents............................................................ $ 4,035 $ 9,442
Accounts receivable, net of allowance for doubtful accounts and returns of $3,231
and 3,236 respectively............................................................. 11,275 12,560
Inventories, net..................................................................... 1,324 1,482
Other current assets................................................................. 2,543 2,716
---------- ------------
Total current assets............................................................. 19,177 26,200
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation and amortization of
$1,095 and $613 respectively......................................................... 5,358 5,630
INTANGIBLE ASSETS, net of accumulated amortization of $4,608 and $1,855 respectively... 160,552 163,305
GOODWILL, net of accumulated amortization of $3,228 and $498 respectively.............. 168,155 159,623
DEFERRED FINANCING COSTS, net of accumulated amortization of $223 and $0 respectively.. 8,032 7,678
DEFERRED INCOME TAXES.................................................................. 2,878 2,934
OTHER ASSETS........................................................................... 188 158
---------- ------------
Total assets..................................................................... $ 364,340 $ 365,528
---------- ------------
---------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable..................................................................... $ 2,690 $ 3,466
Accrued expenses..................................................................... 11,274 12,130
Accrued interest payable............................................................. 4,740 474
Deferred income (including deferred subscription income of $16,680 and
$16,502 respectively)............................................................... 18,821 17,172
---------- ------------
Total current liabilities........................................................ 37,525 33,242
---------- ------------
SENIOR NOTES........................................................................... 175,000 175,000
---------- ------------
SENIOR DISCOUNT NOTES.................................................................. 36,191 35,119
---------- ------------
DEFERRED INCOME TAXES.................................................................. 50,522 51,515
---------- ------------
OTHER NONCURRENT LIABILITIES........................................................... 3,227 3,363
---------- ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock--par value $0.01; 200,000 shares authorized; 100,000 shares issued and
outstanding........................................................................ 1 1
Additional paid-in-capital........................................................... 74,999 74,999
Accumulated deficit.................................................................. (13,125) (7,711)
---------- ------------
Total stockholders' equity....................................................... 61,875 67,289
---------- ------------
Total liabilities and stockholders' equity....................................... $ 364,340 $ 365,528
---------- ------------
---------- ------------
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these balance sheets.
3
<PAGE>
AMERICAN LAWYER MEDIA HOLDINGS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
1998
---------
<S> <C>
NET REVENUES:
Periodicals
Advertising........................................................................................ $ 14,954
Subscription....................................................................................... 5,140
Ancillary Products and Services...................................................................... 5,628
Internet Services.................................................................................... 654
---------
Total net revenues............................................................................... 26,376
---------
OPERATING EXPENSES:
Editorial............................................................................................ 3,361
Production and Distribution.......................................................................... 5,472
Selling.............................................................................................. 4,250
General and Administrative........................................................................... 7,101
Internet Services.................................................................................... 1,110
Depreciation and Amortization........................................................................ 5,946
---------
Total operating expenses......................................................................... 27,240
---------
Operating loss................................................................................... (864)
INTEREST EXPENSE, net.................................................................................. (5,487)
---------
Loss before income taxes......................................................................... (6,351)
BENEFIT FOR INCOME TAXES............................................................................... 937
---------
Net Loss......................................................................................... $ (5,414)
---------
---------
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of this statement.
4
<PAGE>
AMERICAN LAWYER MEDIA HOLDINGS, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
---------------------- PAID-IN NET
SHARES PAR VALUE CAPITAL LOSS TOTAL
--------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1997............................ 100,000 $ 1 $ 74,999 $ (7,711) $ 67,289
Net loss.............................................. -- -- -- (5,414) (5,414)
--------- ----- ----------- ---------- ----------
BALANCE AT MARCH 31, 1998............................... 100,000 $ 1 $ 74,999 $ (13,125) $ 61,875
--------- ----- ----------- ---------- ----------
--------- ----- ----------- ---------- ----------
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of this statement.
5
<PAGE>
AMERICAN LAWYER MEDIA HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
1998
-----------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................................................................................... $ (5,414)
Adjustments to reconcile net loss to net cash provided by operating activities-
Depreciation and amortization.................................................................... 5,946
Decrease (increase) in-
Accounts receivable, net....................................................................... 1,285
Inventories.................................................................................... 158
Other current assets........................................................................... 172
Deferred financing costs....................................................................... (354)
Other assets................................................................................... 26
Increase (decrease) in-
Accounts payable............................................................................... (776)
Accrued expenses............................................................................... (1,118)
Accrued interest payable....................................................................... 4,266
Deferred income................................................................................ 1,649
Other noncurrent liabilities................................................................... (1,130)
-----------
Total adjustments............................................................................ 10,124
-----------
Net cash provided by operating activities.................................................... 4,710
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures............................................................................... (189)
Purchase of business:
Cost in excess of net assets of company acquired............................................... (11,262)
Acquisition related costs and expenses......................................................... 262
-----------
Net cash used in investing activities........................................................ (11,189)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Accretion of interest on Senior Discount Notes..................................................... 1,072
-----------
Net cash provided by financing activities.................................................... 1,072
-----------
Net decrease in cash and cash equivalents.................................................... (5,407)
CASH AND CASH EQUIVALENTS, beginning of period....................................................... 9,442
-----------
CASH AND CASH EQUIVALENTS, end of period............................................................. $ 4,035
-----------
-----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for -
Income taxes................................................................................... $ 234
-----------
Interest....................................................................................... $ 3
-----------
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of this statement.
6
<PAGE>
AMERICAN LAWYER MEDIA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
1. ACQUISITIONS
Pursuant to an Asset Purchase Agreement, dated as of March 3, 1998, among
Corporate Presentations, Inc., its sole stockholder and LegalTech, LLC, a
wholly-owned indirect subsidiary of American Lawyer Media, Inc., LegalTech,
LLC agreed to purchase substantially all of the assets and assume certain of
the liabilities of Corporate Presentations, Inc. for approximately
$10,800,000 (the "LegalTech Acquisition"). Corporate Presentations, Inc. is a
producer of tradeshows and conferences for the legal community. For advisory
services rendered to the Company (as defined below) in connection with the
LegalTech Acquisition, the Company paid WPMP (as defined below), an affiliate
of American Lawyer Media Holdings, Inc. ("Holdings"), a fee of 1% of the
purchase price of the LegalTech Acquisition.
The LegalTech acquisition has been accounted for under the purchase
method and the results of operations of the acquired business have been
included in the financial statements since the date of acquisition (March 3,
1998). The excess of the purchase price over net assets acquired was
allocated to goodwill. In the accompanying consolidated statement of
operations, the excess of purchase price over net assets acquired is being
amortized over fifteen years.
The following unaudited pro forma information presents a summary of
consolidated results of operations of the Company as if the LegalTech
Acquisition had occurred on January 1, 1998 (in thousands):
FOR THE THREE
MONTHS
ENDED MARCH 31,
1998
-------------------
Net revenues......................................... $ 26,707
--------
Net loss............................................. $ (5,652)
--------
These unaudited pro forma results have been prepared for comparative
purposes only and include certain adjustments, such as additional amortization
expense as a result of goodwill. They do not purport to be indicative of the
results of operations which actually would have resulted had the combination
been in effect on January 1, 1998 or of future results of operations of the
consolidated entities.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Holdings
and its wholly-owned subsidiary, American Lawyer Media, Inc. which, unless
the context otherwise requires, are collectively referred to herein as the
"Company." The accounts of American Lawyer Media, Inc. include the accounts
of its wholly-owned subsidiaries, ALM, LLC, Counsel Connect, LLC, and
National Law Publishing Company, Inc. ("NLP"), and its 99% owned subsidiary,
ALM IP, LLC. The accounts of NLP include its wholly-owned subsidiary NLP IP
Company. Intercompany transactions and balances have been eliminated in
consolidation.
The unaudited consolidated financial statements for the three months ended
March 31, 1998 have been prepared in accordance with the instructions to Form
10-Q and include, in the opinion of management, all adjustments (consisting only
of normal recurring accruals) necessary for a fair presentation of the results
of operations for such periods. They do not, however, include all of the
information and disclosures required by generally accepted accounting principles
for complete financial statements.
7
<PAGE>
AMERICAN LAWYER MEDIA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
For further information, reference is made to the consolidated financial
statements for the fiscal year ended December 31, 1997 and the footnotes
related thereto included in the Company's 1997 Annual Report on Form 10-K
from which the December 31, 1997 balances presented herein have been derived.
The results of operations for the three months ended March 31, 1998 are not
necessarily indicative of the results of operations for the full year.
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
disclosure of 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
The Company's financial instruments that are exposed to concentration of
credit risk consist primarily of cash and cash equivalents and trade accounts
receivable. The Company believes it is 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 ad agents ("Legal Ad Agents"), generally limited due to the large
number of customers comprising the Company's customer base. Such Legal Ad
Agents do not have significant liquid net worth and, as a result, the Company
is exposed to a certain level of credit concentration risk in this area, for
which the Company believes it has adequately provided.
REVENUE RECOGNITION
Periodical Advertising revenues are generated from the placement of
display and classified advertisements, as well as legal notices, in the
Company's 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.
Ancillary revenues consist principally of third-party printing revenues,
newsletter subscriptions, sales of professional books, seminar and conference
income, income from a daily fax service of court decisions and income from
electronic products. Printing revenue is recognized upon shipment. 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 conference revenues are recognized when the seminar or
conference is held. Daily fax service revenue is recognized upon fulfillment
of orders. Income from electronic products is recognized monthly as the
service is provided.
Internet Service revenues consist primarily of revenues from
subscriptions and advertising. Internet subscription income is recognized on
a pro-rata basis over the life of a subscription, generally one year.
Internet advertising revenues are recognized upon the release of an
advertisement on the website.
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 $2,360,100 and $1,772,000 are included in accounts
receivable in the accompanying consolidated March 31, 1998 and December 31, 1997
balance sheets, respectively.
8
<PAGE>
AMERICAN LAWYER MEDIA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ADVERTISING AND PROMOTION COSTS
Advertising and promotion expenditures, which totaled approximately
$1,314,200 for the three months ended March 31, 1998, are expensed as the
related advertisements or campaigns are released.
CASH AND CASH EQUIVALENTS
The Company considers time deposits and certificates of deposit with
original maturities of three months or less to be cash equivalents.
INVENTORIES
Inventories consist principally of paper and related binding materials
utilized by the Company and its outside printers and professional books
published and sold by the Company. Inventories are stated at the lower of cost,
as determined by the average cost method, or market.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at cost, with the exception of
fixed assets acquired as part of the acquisition on August 27, 1997,
effective as of August 1, 1997, of substantially all of the
publishing-related assets and assumption of certain of the liabilities of
American Lawyer Media, L.P. by the Company (the "ALM Acquisition") and the
acquisition on December 22, 1997 of all of the issued and outstanding capital
stock of NLP (the "NLP Acquisition"), which are stated at approximate fair
market value as of the date of the acquisitions. 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 estimated remaining useful lives of the assets acquired as part
of the ALM and NLP Acquisitions. Assets purchased after the ALM and NLP
Acquisitions are depreciated using the straight-line method over the
following estimated useful lives:
<TABLE>
<S> <C>
Buildings......................................................................... 25 years
Furniture, machinery and equipment................................................ 5-9 years
Computer equipment and software................................................... 3-6 years
</TABLE>
Leasehold improvements are amortized over the shorter of the remaining lease
term or the estimated useful life.
GOODWILL
Goodwill represents the excess of purchase price over the fair value of net
assets acquired. It is stated at cost less accumulated amortization and is
amortized on a straight-line basis over a fifteen-year useful life. The Company
periodically assesses the recoverability of goodwill by determining whether the
amortization of goodwill over its estimated remaining life can be recovered
through projected undiscounted future consolidated operating cash flows.
INTANGIBLE ASSETS
Intangible assets represent advertiser commitments, trademarks, customer and
subscriber lists and non-compete agreements. They are stated at cost less
accumulated amortization and are amortized on a straight-line basis over a
weighted average useful life of fifteen years.
INCOME TAXES
Deferred income taxes are provided for the temporary differences between
the financial reporting and the tax basis of the Company's assets and
liabilities and principally consist of nondeductible goodwill and identified
intangibles relating to NLP, accelerated depreciation, allowance for doubtful
accounts, certain accrued liabilities not currently deductible for tax
purposes and net operating loss carryforwards.
9
<PAGE>
AMERICAN LAWYER MEDIA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REPORTING COMPREHENSIVE INCOME
Effective with fiscal years beginning after December 15, 1997, companies
are required to adopt the Statement of Financial Accounting Standards (SFAS)
No. 130 "Reporting Comprehensive Income." The Statement establishes standards
for the reporting and display of comprehensive income and its components in a
full set of general-purpose financial statements. Comprehensive income
includes net income and other comprehensive income, which comprises certain
specific items reported directly in stockholders' equity. Other comprehensive
income comprises items such as unrealized gains and losses on debt and equity
securities classified as available-for-sale securities, minimum pension
liability adjustments, and foreign currency translation adjustments. Since
the Company does not currently have any of these other comprehensive income
items, the Company's comprehensive income equals its net income. Therefore,
SFAS No. 130 has no impact on the way the Company reports or has reported its
financial statements.
3. DEBT
On December 22, 1997, Holdings issued $63,275,000 of 12.25% Senior
Discount Notes (the "Senior Discount Notes") due December 15, 2008, at a
discount rate of $553.14 per Senior Discount Note. Net proceeds for Holdings
were $33,775,000, net of discounts and commissions of $1,225,000. The Senior
Discount Notes accrete interest compounded semi-annually at a rate of 12.25%
to an aggregate principal amount of $63,275,000 by December 15, 2002.
Commencing June 15, 2003, cash interest will be payable semi-annually until
maturity each June 15 and December 15. The Senior Discount Notes are senior,
unsecured obligations of Holdings. The Senior Discount Notes may be redeemed
at any time by Holdings, in whole or in part, at various redemption prices
that include accrued and unpaid interest as well as any existing liquidating
damages. The Senior Discount Notes contain certain covenants that, among
other things, limit the incurrence of additional indebtedness by the Company
and its subsidiaries, the payment of dividends and other restricted payments
by the Company and its Subsidiaries, restrictions on distributions from
Restricted Subsidiaries, asset sales, transactions with affiliates,
incurrence of liens and mergers and consolidations. Financing costs
associated with the debt have been capitalized and are being amortized over
the term of the Senior Discount Notes. Amortization of deferred financing
costs is recorded as interest expense in the accompanying consolidated
statement of operations. Assuming that there is no redemption of the Senior
Discount Notes prior to maturity, the entire principal will be payable on
December 15, 2008.
On December 22, 1997, American Lawyer Media, Inc. ("Media") issued
$175,000,000 of 9.75% Senior Notes ("Senior Notes") due December 15, 2007.
The Senior Notes accrue interest at 9.75% which is payable in cash
semi-annually on June 15 and December 15 (beginning June 15, 1998). The
Senior Notes are Senior unsecured general obligations of Media and are fully
and unconditionally guaranteed, on a joint and several and senior unsecured
basis by each of Media's existing and future subsidiaries. The Senior Notes
may be redeemed at any time by Media, in whole or in part, at various
redemption prices that include accrued and unpaid interest as well as any
existing liquidating damages. The Senior Notes contain certain covenants
that, among other things, limit the incurrence of additional indebtedness by
Media and its subsidiaries, the payment of dividends and other restricted
payments by Media and its subsidiaries, asset sales, transaction with
affiliates, the incurrence of liens, and mergers and consolidations.
Financing costs associated with the debt have been capitalized and are being
amortized over the term of the Senior Notes. Amortization of deferred
financing costs is recorded as interest expense in the
10
<PAGE>
AMERICAN LAWYER MEDIA HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
3. DEBT (CONTINUED)
accompanying consolidated statement of operations. Assuming there is no
redemption of the Senior Notes prior to maturity, the entire principal will
be payable on December 15, 2007.
On March 25, 1998, Holdings and the Company (as the "Borrower") entered
into a credit agreement with various banks that established a combined
revolving loan commitment in the initial principal amount of $40,000,000 (the
"Revolving Credit Facility"). Financing costs associated with the Revolving
Credit Facility have been capitalized and are being amortized over the term
of the agreement. The Revolving Credit Facility is guaranteed by Holdings and
by all subsidiaries of the Company. In addition, the Revolving Credit
Facility is secured by a first priority security interest in substantially
all of the properties and assets of the Company and its domestic
subsidiaries, including a pledge of the equity securities of such
subsidiaries, and a pledge by Holdings of all of the stock of the Company.
The Revolving Credit Facility bears interest at a fluctuating rate determined
by reference to (i) the Base Rate (as defined in the Revolving Credit
Facility) plus a margin ranging from .25% to 1.5%, or (ii) the Eurodollar
Rate (as defined in the Revolving Credit Facility) plus a margin ranging from
1.25% to 2.5%, as the case may be. The applicable margin is based on the
Company's consolidated total leverage ratio. The Base Rate equals the higher
of (a) the rate of interest publicly announced from time to time by Bank of
America as its reference rate, or (b) the Federal funds rate plus .5%. The
Eurodollar Rate is based on (i) the interest rate per annum at which deposits
in U.S. Dollars are offered by Bank of America's applicable lending office to
major banks in the offshore market in an aggregate principal amount
approximately equal to the amount of the loan made to the Company, and (ii)
the maximum reserve percentage in effect under regulations issued from time
to time by the Federal Reserve Board. The Company is also required to pay
customary fees with respect to the Revolving Credit Facility, including an
up-front arrangement fee, annual administrative agency fees, and commitment
fees on the unused portion of the Revolving Credit Facility. The Revolving
Credit Facility includes both affirmative and negative covenants that include
meeting certain financial ratios. As of March 31, 1998, there was no debt
outstanding under the Revolving Credit Facility.
4. SUBSEQUENT EVENTS
On April 22, 1998, effective as of April 1, 1998, the Company consummated
the acquisition of substantially all of the legal publishing-related assets
and assumed certain liabilities of Legal Communications, Ltd ("LCL") for an
aggregate purchase price of approximately $20 million. LCL is a publisher of
regional legal publications. For advisory services rendered to the Company in
connection with the LCL Acquisition, the Company paid WP Management Partners,
LLC ("WPMP"), an affiliate of Holdings, a fee of 1% of the purchase price of
the LCL Acquisition.
On April 14, 1998, Holdings contributed an aggregate of $15,000,000 to the
equity capital of the Company. The proceeds of the equity contribution are
intended to be used to fund acquisitions and to provide capital for aggressive
growth.
11
<PAGE>
AMERICAN LAWYER MEDIA, L.P.
BALANCE SHEET
MARCH 31, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
1997
----------
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents........................................................................... $ 456
Accounts receivable, net of allowance for doubtful accounts of $1,508............................... 6,305
Inventories, net.................................................................................... 411
Other current assets................................................................................ 705
----------
Total current assets............................................................................ 7,877
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation and amortization of $6,811............. 4,773
INTANGIBLE ASSETS, net of accumulated amortization of $20,196......................................... 4,958
GOODWILL, net of accumulated amortization of $236..................................................... 977
OTHER ASSETS.......................................................................................... 123
----------
Total assets.................................................................................... $ 18,708
----------
----------
LIABILITIES AND PARTNERS' ACCUMULATED DEFICIT
CURRENT LIABILITIES:
Accounts payable.................................................................................... $ 1,132
Accrued expenses.................................................................................... 3,919
Deferred income (including deferred subscription income of $7,229).................................. 7,840
----------
Total current liabilities....................................................................... 12,891
----------
DUE TO GENERAL PARTNER................................................................................ 32,790
----------
OTHER NONCURRENT LIABILITIES.......................................................................... 1,035
----------
COMMITMENTS AND CONTINGENCIES
PARTNERS' ACCUMULATED DEFICIT......................................................................... (28,008)
----------
Total liabilities and partners' accumulated deficit............................................. $ 18,708
----------
----------
</TABLE>
The accompanying notes to financial statements are an integral part of this
balance sheet.
12
<PAGE>
AMERICAN LAWYER MEDIA, L.P.
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
1997
---------
<S> <C>
NET REVENUES:
Periodicals
Advertising........................................................................................ $ 7,345
Subscription....................................................................................... 2,716
Ancillary Products and Services...................................................................... 1,826
Internet Services.................................................................................... 1,052
---------
Total net revenues............................................................................... 12,939
---------
OPERATING EXPENSES:
Editorial............................................................................................ 1,707
Production and Distribution.......................................................................... 2,920
Selling.............................................................................................. 1,888
General and Administrative........................................................................... 4,232
Internet Services.................................................................................... 2,690
Depreciation and Amortization........................................................................ 634
---------
Total operating expenses......................................................................... 14,071
---------
Operating loss................................................................................... (1,132)
INTEREST EXPENSE, net.................................................................................. (576)
---------
Net Loss......................................................................................... $ (1,708)
---------
---------
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
13
<PAGE>
AMERICAN LAWYER MEDIA, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
AND ACCUMULATED DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
PARTNERS'
CONTRIBUTED NET ACCUMULATED
CAPITAL LOSSES DEFICIT
----------- ---------- ------------
<S> <C> <C> <C>
BALANCE AT DECEMBER 31, 1996............................................... $ 31,677 $ (57,977) $ (26,300)
Net loss................................................................. -- (1,708) (1,708)
----------- ---------- ------------
BALANCE AT MARCH 31, 1997.................................................. $ 31,677 $ (59,685) $ (28,008)
----------- ---------- ------------
----------- ---------- ------------
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
14
<PAGE>
AMERICAN LAWYER MEDIA, L.P.
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
1997
---------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss................................................................................................ $ (1,708)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization......................................................................... 634
Allowance for doubtful accounts....................................................................... 152
Decrease (increase) in
Accounts receivable and due from affiliate.......................................................... 1,020
Inventories......................................................................................... 109
Other current assets................................................................................ (169)
Other assets........................................................................................ (23)
Increase (decrease) in
Accounts payable.................................................................................... (749)
Accrued expenses.................................................................................... (1,249)
Deferred income..................................................................................... (168)
Other liabilities................................................................................... 1,035
---------
Total adjustments................................................................................. 592
---------
Net cash used in operating activities............................................................. (1,116)
---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.................................................................................. (583)
---------
Net cash used in investing activities............................................................. (583)
---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings from general partner..................................................................... 2,065
---------
Net cash provided by financing activities......................................................... 2,065
---------
Net (decrease) increase in cash and cash equivalents.............................................. 366
CASH AND CASH EQUIVALENTS, beginning of period.......................................................... 90
---------
CASH AND CASH EQUIVALENTS, end of period................................................................ $ 456
---------
---------
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
15
<PAGE>
AMERICAN LAWYER MEDIA, L.P.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF PRESENTATION
The unaudited financial statements for the three months ended March 31,
1997 have been prepared in accordance with the instructions to Form 10-Q and
include, in the opinion of management, all adjustments (consisting only of
normal recurring accruals) necessary for a fair presentation of the results
of operations for such periods. They do not, however, include all of the
information and disclosures required by generally accepted accounting
principles for complete financial statements. For further information,
reference is made to the financial statements for the fiscal year ended
December 31, 1996 and the footnotes related thereto included in the American
Lawyer Media, Inc.'s 1997 Annual Report on Form 10-K. The results of operations
for the three months ended March 31, 1997 are not necessarily indicative of
the results of operations for the full year.
REVENUE RECOGNITION
Periodical advertising revenues are generated from the placement of
display and classified advertisements, as well as legal notices, in the
Company's 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.
Ancillary revenues consist principally of third-party printing services,
newsletter subscriptions, sales of professional books, seminar income, and a
daily fax service of court decisions. Printing revenue is recognized upon
shipment. 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 revenues are recognized when the seminar is
held. The daily fax service revenue is recognized upon fulfillment of orders.
Internet Service revenues consist primarily of revenues from subscriptions
and advertising. Internet subscription income is recognized on a pro-rata
basis over the life of a subscription, generally one year. Internet
advertising revenues are recognized upon the release of an advertisement on
the website.
DEFERRED SUBSCRIPTION INCOME
Deferred subscription income results from advance payments or orders for
magazine subscriptions received from subscribers. Subscription receivables of
$1,064,100 are included in accounts receivable in the accompanying balance
sheet.
CIRCULATION PROMOTION (SUBSCRIPTION DIRECT MAIL) COSTS
Circulation promotion costs are charged to expense upon the release of the
campaign.
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
disclosure of 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.
16
<PAGE>
AMERICAN LAWYER MEDIA, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CASH AND CASH EQUIVALENTS
The Company considers time deposits and certificates of deposit with
original maturities of three months or less to be cash equivalents.
INVENTORIES
Inventories consist principally of paper utilized by the Company and its
outside printers and professional books published and sold by the Company.
Inventories are stated at the lower of cost or market.
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 estimated useful lives of the assets as follows:
<TABLE>
<S> <C>
Machinery and equipment........................................................... 5 years
Buildings......................................................................... 25 years
Furniture and fixtures............................................................ 5 years
Computer equipment and software................................................... 3-5 years
</TABLE>
Leasehold improvements are amortized over the shorter of the remaining lease
term or the estimated useful life. The cost and accumulated depreciation of
property sold or retired are removed from the accounts upon disposition.
INTANGIBLES AND GOODWILL
Intangible assets, consisting primarily of noncompete agreements and
subscription lists, are valued at the appraised market value of the assets at
the date of acquisition, net of accumulated amortization. Intangibles are
amortized over the expected useful lives of the respective assets, ranging from
two to thirteen years. Goodwill represents the excess of purchase price over the
fair value of net assets acquired, less accumulated amortization. Goodwill is
being amortized on a straight-line basis over 40 years.
ACCOUNTS PAYABLE
Included in accounts payable are 696,000 of bank overdrafts as of March 31,
1997.
2. INCOME TAXES
No provision has been made in the accompanying statement of operations
for income taxes since, pursuant to provisions of the Internal Revenue Code,
the net loss appearing on the accompanying statement of operations is
reportable by each of the partners on their individual tax returns.
3. DUE TO GENERAL PARTNER
Due to General Partner consists of borrowings from WCI/AMLAW Inc. and
interest accrued thereon. The borrowings bear interest at 1% under prime and do
not have a stated maturity date. This amount has been included in long-term
liabilities in the accompanying balance sheet since the amount is not intended
to be repaid within the next year.
17
<PAGE>
NATIONAL LAW PUBLISHING COMPANY, INC.
CONSOLIDATED BALANCE SHEET
MARCH 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
1997
---------
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 286
Accounts receivable, net of allowances for doubtful accounts and sales returns
of $717....................................................................... 7,248
Inventories, net................................................................ 872
Deferred income taxes........................................................... 3,643
Other current assets............................................................ 577
---------
Total current assets........................................................ 12,626
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation and amortization of
$1,871.......................................................................... 2,633
INTANGIBLE ASSETS, net of accumulated amortization of $9,332...................... 127,325
DEFERRED INCOME TAXES............................................................. 577
OTHER ASSETS...................................................................... 1,572
---------
Total assets................................................................ $ 144,733
---------
---------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable................................................................ $ 1,722
Accrued expenses................................................................ 2,909
Deferred income (including deferred subscription income of $9,068).............. 10,016
---------
Total current liabilities................................................... 14,647
---------
LONG-TERM DEBT.................................................................... 66,200
---------
OTHER NONCURRENT LIABILITIES...................................................... 1,596
---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value; 125,000 shares authorized; 89,609 shares issued
and outstanding............................................................... 1
Paid-in capital................................................................. 66,165
Accumulated (deficit)........................................................... (3,876)
---------
Total stockholders' equity................................................ 62,290
---------
Total liabilities and stockholders' equity................................ $ 144,733
---------
---------
</TABLE>
The accompanying notes are an integral part of this balance sheet
18
<PAGE>
NATIONAL LAW PUBLISHING COMPANY, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTH ENDED MARCH 31, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
1997
---------
REVENUES:
<S> <C>
Periodicals......................................................................
Advertising.................................................................... $ 6,349
Subscription................................................................... 2,314
Ancillary products and services.................................................. 2,861
Internet services................................................................ 271
---------
Total net revenues......................................................... 11,795
---------
OPERATING EXPENSES:
Editorial........................................................................ 1,420
Production and distribution...................................................... 2,267
Selling.......................................................................... 2,120
General and administrative....................................................... 2,431
Internet services................................................................ 411
Depreciation and amortization.................................................... 1,890
---------
Total operating costs and expenses......................................... 10,539
---------
Operating income........................................................... 1,256
INTEREST EXPENSE, NET.............................................................. (1,378)
---------
Loss before income taxes................................................... (122)
PROVISION FOR INCOME TAXES......................................................... (754)
---------
Net loss................................................................... $ (876)
---------
---------
</TABLE>
The accompanying notes are an integral part of this statement
19
<PAGE>
NATIONAL LAW PUBLISHING COMPANY, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
COMMON PAID-IN ACCUMULATED TREASURY
STOCK CAPITAL (DEFICIT) STOCK TOTAL
----------- ----------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1996............................ $ 1 $ 66,165 $ (3,000) $ -- $ 63,166
Net loss.............................................. -- -- (876) -- (876)
----------- ----------- ------------ ----------- ---------
BALANCE AT MARCH 31, 1997............................... $ 1 $ 66,165 $ (3,876) $ -- $ 62,290
----------- ----------- ------------ ----------- ---------
----------- ----------- ------------ ----------- ---------
</TABLE>
The accompanying notes are an integral part of this statement
20
<PAGE>
NATIONAL LAW PUBLISHING COMPANY, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
1997
---------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C>
Net loss........................................................................ $ (876)
Adjustments to reconcile net loss to net cash provided by operating activities--
Depreciation and amortization................................................. 1,890
Decrease in deferred income taxes............................................. 650
Changes in operating assets and liabilities--
Decrease in accounts receivable............................................. 140
(Increase) in inventories................................................... (36)
Decrease in prepaid expenses and other current assets....................... 201
(Increase) in other assets.................................................. (11)
Increase in accounts payable and accrued expenses........................... 1,115
Increase in deferred income................................................. 868
Increase in other noncurrent liabilities.................................... 25
---------
Net cash provided by operating activities................................. 3,966
---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to furniture, equipment and leasehold improvements.................... (168)
---------
Net cash used in investing activities..................................... (168)
---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of debt.............................................................. (4,100)
---------
Net cash used in financing activities..................................... (4,100)
---------
Net decrease in cash and cash equivalents................................. (302)
CASH AND CASH EQUIVALENTS, beginning of period.................................... 588
---------
CASH AND CASH EQUIVALENTS, end of period.......................................... $ 286
---------
---------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for--
Interest...................................................................... $ 536
---------
Income taxes.................................................................. $ -
---------
</TABLE>
The accompanying notes are an integral part of this statement
21
<PAGE>
NATIONAL LAW PUBLISHING COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF PRESENTATION
The unaudited financial statements for the three months ended March 31,
1997 have been prepared in accordance with the instructions to Form 10-Q and
include, in the opinion of management, all adjustments (consisting only of
normal recurring accruals) necessary for a fair presentation of the results
of operations for such periods. They do not, however, include all of the
information and disclosures required by generally accepted accounting
principles for complete financial statements. For further information,
reference is made to the financial statements for the fiscal year ended
December 31, 1996 and the footnotes related thereto included in the American
Lawyer Media Inc.'s 1997 Annual Report on Form 10-K. The results of
operations for the three months ended March 31, 1997 are not necessarily
indicative of the results of operations for the full year.
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
disclosure of 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
National Law Publishing Company, Inc.'s ("NLP's") financial instruments
that are exposed to concentration of credit risk consist primarily of cash
and cash equivalents and trade accounts receivable. NLP believes it is not
exposed to any significant credit risk related to cash and cash equivalents.
Concentrations of credit risk with respect to trade accounts receivables are,
except for amounts due from legal advertising ad agents ("Legal Ad Agents"),
generally limited due to the large number of customers comprising NLP's
customer base. Such Legal Ad Agents do not have significant liquid net worth
and, as a result, NLP is exposed to a certain level of credit concentration
risk in this area, for which NLP believes it has adequately provided.
REVENUE RECOGNITION
Periodical Advertising revenues are generated from the placement of
display and classified advertisements, as well as legal notices, in NLP's
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.
Ancillary revenues consist principally of newsletter subscriptions, sales
of professional books, seminar income 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 revenues are recognized when the seminar is held. Income
from electronic products is recognized monthly as the service is provided.
Internet Service revenues consist primarily of revenues from
subscriptions and advertising. Internet subscription income is recognized on
a pro-rata basis over the life of a subscription, generally one year. Internet
advertising revenues are recognized upon the release of an advertisement on
the website.
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
22
<PAGE>
NATIONAL LAW PUBLISHING COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
served. Subscription receivables of approximately $1,599,000 are included in
accounts receivable in the accompanying consolidated balance sheet.
EXPENSE RECOGNITION
ADVERTISING AND PROMOTION COSTS--Advertising expenditures are expensed
when the particular advertisement is released. The Company capitalizes direct
response promotion costs. At March 31, 1997 approximately $1,407,000 of
direct response promotional costs was recorded in other assets on the
accompanying consolidated balance sheet. Advertising expense was
approximately $819,000 for the three months ended March 31, 1997. The
amortization of direct response promotion expenditures is included in selling
expense in the accompanying consolidated statement of operations.
EDITORIAL COSTS--All editorial costs are expensed as incurred.
CASH AND CASH EQUIVALENTS
NLP considers time deposits and certificates of deposit with original
maturities of three months or less to be cash equivalents.
INVENTORIES
Inventories consist principally of professional books published and sold
by NLP and related binding materials utilized. Inventories are stated at the
lower of cost, as determined by the average cost method, or market.
PROPERTY, PLANT AND EQUIPMENT
Furniture, equipment and leasehold improvements are stated at cost less
accumulated depreciation and amortization. Furniture, equipment and purchased
software are depreciated on a straight-line basis over their respective
estimated useful lives. Repairs and maintenance are charged to expense as
incurred. Leasehold improvements are amortized over the lives of the
improvements or the term of the related lease, whichever is shorter.
INTANGIBLE ASSETS
Intangible assets include deferred financing costs with the amortization
and/or write-off of such costs classified as part of amortization expense.
Goodwill represents the excess of purchase price over the fair value of net
assets acquired.
23
<PAGE>
NATIONAL LAW PUBLISHING COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1997
2. LONG-TERM DEBT
On December 1, 1995, NLP entered into a revolving credit facility
agreement (the "Credit Agreement") with The First National Bank of Boston
(the "Bank"), as a lender and as an agent for other lenders, under which NLP
Acquisition Co., Inc. ("NAI") borrowed $15,674,061 and the New York Law
Publishing Company ("NYLP") borrowed $55,225,939 (aggregating $70,900,000) in
connection with Boston Ventures' acquisition of NLP. Upon NAI's merger into
NLP, NYLP assumed the $15,674,061 of Bank debt, in the form of a dividend
from NYLP to NLP. NLP's borrowing capacity under the Credit Agreement,
including cash loans and standby letters of credit of up to $6.0 million, is
$74.0 million at March 31, 1997, and decreases semi-annually to $70.5 million
on December 30, 1997. As of March 31, 1997, $66.2 million was outstanding
under the Credit Agreement.
24
<PAGE>
NATIONAL LAW PUBLISHING COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1997
2. LONG-TERM DEBT (CONTINUED)
The Credit Agreement requires, among other things, that NLP maintain
certain minimum levels of consolidated operating cash flow and certain
prescribed ratios of consolidated funded debt to consolidated operating cash
flows, consolidated operating cash flow to interest expense and consolidated
adjusted operating cash flow to consolidated fixed charges, as defined. The
Credit Agreement contains other restrictive covenants, including limitations on
indebtedness, investments and acquisitions, the disposition of assets,
transactions with affiliates and distributions to stockholders.
25
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE
"SELECTED FINANCIAL DATA" AND THE HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS
OF THE COMPANY, INCLUDING THE NOTES THERETO, INCLUDED ELSEWHERE IN THIS FORM
10-Q.
OVERVIEW
In August 1997, the Investors, through ALM (as defined in the
American Lawyer Media Holdings, Inc. Amendment No. 1 to Form S-4 Registration
Statement (File No. 333-50119)("Amendment No. 1")), consummated the ALM
Acquisition, and in December 1997, ALM consummated the NLP Acquisition. The
ALM Acquisition and NLP Acquisition (the "Acquisitions") have been
accounted for using the purchase method of accounting. The results of
operations of Old ALM have been included in the financial statements of the
Company since August 1, 1997, the effective date of the ALM Acquisition, and
the results of operations of NLP have been included in the financial
statements of the Company since December 22, 1997, the closing date of the
NLP Acquisition. As a result, the Acquisitions will prospectively affect the
Company's results of operations in certain significant respects. In
connection with the ALM Acquisition, the purchase price was $63.0 million and
the excess of the purchase price over the book value of net tangible assets
acquired was $67.7 million. The aggregate purchase price for the NLP
Acquisition was $203.2 million, and the excess of the purchase price over the
book value of net tangible assets acquired was $257.6 million. The excess
purchase price of both Acquisitions has been allocated to the tangible and
intangible assets acquired by the Company based upon their respective fair
values as of the applicable acquisition date.
FOR THE THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THE THREE MONTHS
ENDED MARCH 31, 1997
REVENUE RECOGNITION
Periodical Advertising revenues are generated from the placement of
display and classified advertisements, as well as legal notices, in the
Company's 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.
Ancillary revenues consist principally of third-party printing revenues,
newsletter subscriptions, sales of professional books, seminar and conference
income, income from a daily fax service of court decisions and income from
electronic products. Printing revenue is recognized upon shipment. 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 conference revenues are recognized when the seminar or
conference is held. Daily fax service revenue is recognized upon fulfillment
of orders. Income from electronic products is recognized monthly as the
service is provided.
Internet Service revenues consist primarily of revenues from
subscriptions and advertising. Internet subscription income is recognized on
a pro-rata basis over the life of a subscription, generally one year.
Internet advertising revenues are recognized upon the release of an
advertisement on the website.
The following discussion compares the financial results of the Company
for the quarter ended March 31, 1998 to financial information for the quarter
ended March 31, 1997, which was derived from the combination of Old ALM and
NLP. As a result, the financial information for the combined quarter ended
March 31, 1997 has not been prepared on a basis in conformity with GAAP. The
following table presents the calculation for such combined period and for the
quarter ended March 31, 1998 (in thousands):
26
<PAGE>
<TABLE>
<CAPTION>
| AMERICAN LAWYER MEDIA
OLD ALM NLP COMBINED | HOLDINGS, INC.
---------- --------- ---------- | ---------------------
FOR THE QUARTER ENDED | FOR THE QUARTER ENDED
MARCH 31, 1997 | MARCH 31, 1998
----------------------------------- | ---------------------
<S> <C> <C> <C> | <C>
OPERATING DATA: |
Revenues: |
Periodicals |
Advertising............................... 7,345 6,349 13,694 | 14,954
Subscription.............................. 2,716 2,314 5,030 | 5,140
Ancillary Products and Services............. 1,826 2,861 4,687 | 5,628
Internet Services........................... 1,052 271 1,323 | 654
---------- --------- ---------- | ----------
Total revenues............................ 12,939 11,795 24,734 | 26,376
---------- --------- ---------- | ----------
Operating Costs and Expenses: |
Editorial................................... 1,707 1,420 3,127 | 3,361
Production and Distribution................. 2,920 2,267 5,187 | 5,472
Selling..................................... 1,888 2,120 4,008 | 4,250
General and Administrative.................. 4,232 2,431 6,663 | 7,101
Internet Services........................... 2,690 411 3,101 | 1,110
Depreciation and Amortization............... 634 1,890 2,524 | 5,946
---------- --------- ---------- | ----------
Total Operating Costs and Expenses 14,071 10,539 24,610 | 27,240
---------- --------- ---------- | ----------
Operating income/(loss).............. (1,132) 1,256 124 | (864)
---------- --------- ---------- | ----------
---------- --------- ---------- | ----------
</TABLE>
27
<PAGE>
OVERVIEW. Net revenues increased by $1.6 million, or 6.6% from $24.7
million for the quarter ended March 31, 1997 to $26.4 million for the quarter
ended March 31, 1998. Total operating costs and expenses increased $2.6
million, or 10.7%, from $24.6 million for the quarter ended March 31, 1997 to
$27.2 million for the quarter ended March 31, 1998 due to a $3.4 million
increase in depreciation and amortization resulting from the ALM and NLP
acquisitions. As a result, operating income decreased $1.0 million, from an
operating income of $0.1 million for the quarter ended March 31, 1997 to an
operating loss of $0.9 million for the quarter ended March 31, 1998, while
EBITDA increased $2.4 million, or 91.9%, from $2.6 million for the quarter
ended March 31, 1997 to $5.1 million for the quarter ended March 31, 1998.
Internet Services revenues decreased $0.7 million, or 50.6% , from $1.3
million for the quarter ended March 31, 1997 to $0.7 million for the quarter
ended March 31, 1998. Internet Services expenses decreased $2.0 million, or
64.2%, from $3.1 million for the quarter ended March 31, 1997 to $1.1 million
for the quarter ended March 31, 1998. Accordingly, excluding the net
operating loss from Internet Services, operating income decreased $2.3
million, or 116.8%, from $2.0 million operating income for the quarter ended
March 31, 1997 to a $0.3 million loss for the period ended March 31, 1998,
while EBITDA increased $1.1 million, or 25.1%, from $4.4 million to $5.5
million over the same periods.
REVENUES. Advertising revenues increased $1.3 million, or 9.2 %, from
$13.7 million for the quarter ended March 31, 1997 to $15.0 million for the
quarter ended March 31, 1998. This increase was due principally to an increase
in advertising rates as well as an overall increase in advertising pages.
Subscription revenues increased $0.1 million, or 2.2%, from $5.0 million
for the quarter ending March 31, 1997 to $5.1 million for the quarter ended
March 31, 1998. Increases in subscription rates at all publications were
partially offset by slight decreases in paid circulation.
Revenues from ancillary products and services increased $0.9 million, or
20.1%, from $4.7 million for the quarter ended March 31, 1997 to $5.6 million
for the quarter ended March 31, 1998. Revenues from two seminars held in the
first quarter of 1998 were recorded while no seminars were recorded in the
first quarter of 1997. In addition, a portion of the book sales historically
recorded in the fourth quarter, were shipped and included in the first
quarter results of 1998.
Revenues from Internet Services decreased $0.7 million, or 50.6%, from
$1.3 million for the quarter ended March 31, 1997 to $0.7 million for the
quarter ended March 31, 1998. This decrease is attributable primarily to the
shutdown of Counsel Connect, Old ALM's internet service. This shutdown is
part of management's strategy to focus on internet services that will better
enhance its existing product base. This strategy includes an increased
emphasis on advertising revenue which was 29.0% higher in the first quarter
of 1998 than the first quarter of 1997.
OPERATING EXPENSES. Total operating costs and expenses increased $2.6
million, or 10.7%, from $24.6 million for the quarter ended March 31, 1997 to
$27.2 million for the quarter ended March 31, 1998 due to a $3.4 million
increase in depreciation and amortization resulting from the ALM and NLP
acquisitions.
Editorial expenses increased $0.2 million, or 7.5%, from $3.1 million
for the quarter ended March 31, 1997 to $3.4 million for the quarter
28
<PAGE>
ended March 31, 1998 as a number of vacant positions were filled.
Production and distribution expenses increased $0.3 million, or 5.5%,
from $5.2 million for the quarter ended March 31, 1997 to $5.5 million for
the quarter ended March 31, 1998. This increase is primarily the result of
the increased book sales recorded in the first quarter. Higher paper usage
at ALM's printing facilities also contributed to this increase.
Selling expenses increased $0.2 million, or 6.0%, from $4.0 million for
the quarter ended March 31, 1997 to $4.3 million for the quarter ended March
31, 1998. This increase is primarily due to higher subscription promotion
costs as well as increased commissions resulting from the increased
advertising revenue.
General and administrative expenses increased $0.4 million, or 6.6%, from
$6.7 million for the quarter ended March 31, 1997 to $7.1 million for the
quarter ended March 31, 1998. This increase is primarily the result of costs
associated with one-time charges and salary increases.
Internet Services expenses decreased $2.0 million, or 64.2%, from $3.1
million for the quarter ended March 31, 1997 to $1.1 million for the quarter
ended March 31, 1998. This decrease is the direct result of the shutdown of
Counsel Connect.
Depreciation and amortization expenses increased $3.4 million, or
135.6%, from $2.5 million for the quarter ended March 31, 1997 to $5.9
million for the quarter ended March 31, 1998. These expenses are not
comparable for the two periods due to purchase accounting adjustments related
to the ALM and NLP acquisitions.
OPERATING INCOME. As a result of the above factors, operating income
decreased $1.0 million from an operating income of $0.1 million for the
quarter ended March 31, 1997 to an operating loss of $0.9 million for the
quarter ended March 31, 1998, while EBITDA increased $2.4 million, or 91.9%,
from $2.6 million for the quarter ended March 31, 1997 to $5.1 million for
the quarter ended March 31, 1998.
CAPITAL EXPENDITURES. Capital expenditures decreased $0.5 million, or
72.2%, from $0.8 million for the quarter ended March 31, 1997 to $0.2 million
for the quarter ended March 31, 1998 reflecting the discontinued investment
in the infrastructure of Counsel Connect.
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LIQUIDITY AND CAPITAL RESOURCES
WORKING CAPITAL. The Company has favorable cash flow characteristics
resulting from its high level of advance payments by subscribers, low working
capital investment, minimal capital expenditure requirements, predictable cost
structure and high margins. Because cash receipts associated with
subscriptions are received toward the beginning of a subscription cycle, the
Company's periodicals business requires minimal investment in working capital.
LIQUIDITY. For the last twelve months ended March 31, 1998, the
Company's ratio of total indebtedness to pro forma EBITDA was approximately
8.04 to 1 and accordingly, neither the Company nor its Restricted
Subsidiaries would currently be able to incur additional indebtedness. For
the purposes of the Senior Discount Notes and the Senior Notes, the Revolving
Credit Agreement is a form of Permitted Indebtedness (as defined in the
Senior Discount Notes Indenture) and does not contravene the financial
restriction regarding incurrence of additional indebtedness. See "Description
of the Discount Notes--Certain Definitions" in Amendment No. 1. Holdings'
principal sources of funds are anticipated to be cash flows from the
Company's operating activities, which may be supplemented by borrowings under
the Revolving Credit Facility. See "Description of Other
Indebtedness--Revolving Credit Facility" in Amendment No. 1. Based upon the
successful implementation of its strategy, Holdings believes that these funds
will be sufficient to meet its current and future financial obligations,
including the payment of principal and interest on the Senior Discount Notes,
working capital, capital expenditures and other obligations. No assurance can
be given, however that this will be the case. Holdings' future operating
performance and ability to service or refinance the Senior Discount Notes and
to repay, extend or refinance any credit agreements to which it is a party
will be subject to future economic conditions and to financial, business and
other factors, many of which are beyond Holdings' control. See "Risk Factors"
in Amendment No. 1.
CAPITAL EXPENDITURES. Holdings' operations are not capital intensive.
Capital expenditures were $0.2 million for the quarter ended March 31, 1998.
Capital spending in 1998 is expected to be $3.5 million. This is higher than
historical and expected future spending due to the anticipated consolidation
of ALM and NLP offices in 1998.
NET CASH PROVIDED BY OPERATING ACTIVITIES. Net cash provided by
operating activities was $4.7 million for the three months ended March 31,
1998 primarily due to a net loss of $5.4 million offset by depreciation and
amortization of $5.9 million and an accrual of $4.3 million for interest
expense on the Senior Notes which will be paid in June 1998.
NET CASH USED IN INVESTING ACTIVITIES. Net cash used in investing
activities was $11.2 million for the quarter ended March 31, 1998. In March
1998, Holdings acquired Corporate Presentations, Inc. for $10.8 million in
cash and incurred $0.2 million of deal costs. In addition, capital
expenditures were $0.2 million for the first quarter 1998.
NET CASH FROM FINANCING ACTIVITIES. Net cash provided by financing
activities was $1.1 million for the quarter ended March 31, 1998. This
represents accretion of interest on the Senior Discount Notes.
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YEAR 2000 COMPLIANCE. The Company is in the process of modifying,
upgrading or replacing its computer software applications and systems which the
Company expects will accommodate the "Year 2000" dating changes necessary to
permit correct recording of year dates for 2000 and later years. The Company
does not expect that the cost of its Year 2000 compliance program will be
material to its financial condition or results of operations. The Company
believes that it will be able to achieve compliance by the end of 1999, and does
not currently anticipate any material disruption in its operations as the result
of any failure by the Company to be in compliance. The Company does not
currently have any information concerning the compliance status of its suppliers
and customers.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is a party to various litigation matters incidental to the
conduct of its business. The Company does not believe that the outcome of any of
the matters in which it is currently involved will have a material adverse
effect on its financial condition or on the results of its 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) None.
(b) None.
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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.
May 28, 1998 AMERICAN LAWYER MEDIA HOLDINGS, INC.
/s/ William L. Pollak
----------------------------------------
William L. Pollak
President and Chief Executive Officer
/s/ Anup Bagaria
----------------------------------------
May 28, 1998 Anup Bagaria
Vice President
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