UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
Commission File Number: 333-50117
AMERICAN LAWYER MEDIA, INC.
| Delaware (State or other jurisdiction of |
13-3980414 (I.R.S. Employer Identification Number) |
|
| incorporation or organization) | ||
| 345 Park Avenue South | 10010 | |
| New York, New York | (Zip Code) | |
| (Address of principal executive offices) |
Registrants telephone number, including area code: (212) 779-9200
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the Registrants classes of common stock, as of the latest practicable date:
As of March 23, 2004, 100 shares of Common Stock, par value $.01 per share, were outstanding, all of which were held by American Lawyer Media Holdings, Inc.
Documents Incorporated by Reference
See Exhibit Index
EXPLANATORY NOTE
American Lawyer Media, Inc. (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 annual report on Form 10-K 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 Companys 9 3/4 % Senior Notes due 2007.
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PART I
Item 1. Business
Unless the context otherwise requires: (i) we, us, our or ALM refers to American Lawyer Media, Inc. and its subsidiaries; and (ii) Holdings refers to American Lawyer Media Holdings, Inc., which is our parent. References herein to our estimated circulation include total paid and free circulation for all of our periodicals. References herein to readership include estimated circulation plus combined pass-along readership unadjusted for any overlap that exists among readers of our various publications.
This report contains forward-looking statements. Such statements are based upon the beliefs and assumptions of, and on information available to, our management at the time such statements are made. The following are or may constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995: (i) statements preceded by, followed by or that include the words may, will, could, should, believe, expect, future, potential, anticipate, intend, plan, estimate or continue or the negative or other variations thereof and (ii) statements regarding matters that are not historical facts. Such forward-looking statements are subject to various risks and uncertainties, including, without limitation, (i) general economic conditions and developments in the legal services industry or the publishing industry, (ii) product demand and pricing, (iii) the success of new initiatives, (iv) increased competition with respect to services we provide and for advertising and subscription revenue, and (v) sufficiency of cash flow to fund our operations.
Company Overview
We are a leading integrated media company focused on providing content and information-related-services to the legal industry. We publish: national and regional periodicals and newspapers with both general and specialized legal content; books, including hardcover treatises and hard- and soft-cover trade books on a broad array of legal topics; newsletters that cover specialized legal practice areas; and directories used by legal professionals. Online, our web site, www.law.com and its linked web sites, provide legal professionals practice information, classified advertising, continuing legal education (CLE) and access to our publications. Our VerdictSearch® division is a leading source for news and research on verdicts and settlements. Our research division publishes custom and standardized business reports on major law firms and industry trends. Under the LegalTech® and other trade names, we produce conferences and tradeshows relating to law practice technology and seminars for lawyers and professionals in related fields.
Our products and services include:
| | National publications, consisting principally of such nationally-recognized periodicals as The American Lawyer, a monthly magazine containing articles and features targeted to attorneys practicing in large law firms, Corporate Counsel, a leading magazine for corporate in-house attorneys, The National Law Journal, a national weekly legal newspaper, which covers the law, lawyers and litigation, as well as Law Technology News and AmLaw Tech, two leading legal technology magazines, IP Law & Business, a leading specialty magazine focusing on intellectual property, Law Firm Inc., a magazine detailing the management of large law firms, and D&O Advisor, a magazine advising on corporate governance issues. |
| | Regional publications, consisting principally of the New York Law Journal, a daily publication with one of the largest paid circulations of regional legal newspapers in the United States, six other daily newspapers serving Atlanta, Philadelphia, San Francisco, Miami, Fort Lauderdale and Palm Beach, and seven weekly regional newspapers serving New Jersey, Massachusetts, Delaware, Texas, Washington, D.C., Connecticut and Pennsylvania. In addition, our regional offices also publish various practice area supplements as well as magazines for general counsel, such as GC Mid-Atlantic, GC New England, GC South and In-House Texas. |
| | Books and directories, consisting principally of hardcover treatises, updated regularly, on a broad array of legal topics published by our Law Journal Press imprint, soft- and hardcover trade books on general legal subjects, published by our ALM Publishing imprint, and 8 regional and two national Directories of Expert Witnesses and Consultants as well as directories of law firms and corporate counsel. |
| | Newsletters, consisting principally of 25 monthly newsletters covering specialized legal practice areas. |
| | LegalTech® and seminars division, consisting principally of conferences and tradeshows relating to law practice technology and law practice management, as well as seminars for lawyers and professionals in related fields. |
| | VerdictSearch® division, consisting principally of national, regional, and practice-area-specific verdicts and settlements newsletters, a searchable online database of verdict and settlement research, and a live, telephone, person-to-person |
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| research group that fields more than 12,000 requests annually for verdict, settlement and expert witness research. |
| | Research division, consisting principally of LegalMarketInfoTM, which is custom and standardized business reports on major law firms and industry trends. |
| | Law.com network, consisting principally of www.law.com and linked web sites, delivering online legal news and information and including an on-line training program which allows attorneys to receive CLE credit. |
We derive our revenues principally from advertising and subscriptions, with additional revenues generated from ancillary products and services, which include our VerdictSearch newsletters, books, research, trade shows and seminars division. For the twelve months ended December 31, 2003, approximately 56% of our revenues were from advertising, 18% were from subscriptions and 26% were from ancillary products and services.
Products and Services
National publications. The American Lawyer anchors our national magazine portfolio. Founded in 1979, The American Lawyer is a glossy magazine that features stories on the strategies, successes, failures and personalities of the most important figures in the legal world. The target audience for the publication is attorneys practicing in large law firms and corporate legal departments across the United States. The American Lawyer has been the winner of National Magazine awards granted by the American Society of Magazine Editors four times, and has been nominated for 22 such awards since its founding. In addition, in 2003 The American Lawyer won two Jesse H. Neal National Business Journalism Awards and was a finalist in a third category and our Editorial Director, Aric Press, was awarded the McAllister Editorial Fellowship.
Our other national publications focus on specific practice areas or segments within the legal profession and certain topics applicable to the business of law. Our specialty legal magazines include Corporate Counsel, one of the nations most widely circulated magazines focused on issues of importance to in-house lawyers at large and mid-size corporations, and IP Law & Business, which covers developments in intellectual property law. We publish The National Law Journal, a national weekly legal newspaper in the United States. We also publish two leading technology magazines targeted to the legal community, AmLaw Tech and Law Technology News, which focus on information technology and its applications to the practice of law. AmLaw Tech is targeted toward partners at law firms with purchase-making authority and is distributed for free to all readers of The American Lawyer, while Law Technology News is targeted toward attorneys and information services departments in law offices. We also publish L magazine, a law and lifestyle publication for law students, D&O Advisor, a quarterly magazine for corporate directors and officers focusing on corporate governance and legal risk management issues, and Law Firm Inc., a quarterly magazine that addresses the business issues involved in managing large law firms.
The following is a list of our national publications:
National Publications
| Estimated | ||||||||||||
| Year of | Total | Total | ||||||||||
| Title |
Founding |
Frequency |
Circulation(1) |
Readership(2) |
||||||||
The American Lawyer |
1979 | Monthly | 17,000 | 136,000 | ||||||||
AmLaw Tech |
1996 | Quarterly | 17,000 | 136,000 | (3) | |||||||
Corporate Counsel |
1994 | Monthly | 30,000 | 60,000 | (4) | |||||||
D&O Advisor |
2003 | Quarterly | 15,000 | 15,000 | ||||||||
IP Law & Business |
1995 | Monthly | 20,000 | 40,000 | (4) | |||||||
L |
1999 | 2 times per year | 12,000 | 24,000 | (4) | |||||||
Law Firm Inc. |
2003 | Quarterly | 20,000 | 20,000 | ||||||||
Law Technology News |
1993 | 14 times per year | 43,000 | 86,000 | (4) | |||||||
Minority Law Journal |
1997 | 2 times per year | 20,000 | 40,000 | (4) | |||||||
The National Law Journal |
1979 | Weekly | 22,500 | 94,500 | ||||||||
| (1) | References in the table above to our total circulation include total paid and free circulation. | |
| (2) | References in the table above to our estimated total readership include total circulation plus combined pass-along readership unadjusted for any overlap that exists among readers of our various publications. | |
| (3) | AmLaw Tech is distributed for free to subscribers of The American Lawyer. | |
| (4) | These magazines are distributed primarily free of charge. For these publications, we assume only two readers per copy. |
Regional publications. Our regional publications are primarily newspapers and provide news, features, analysis and commentary about the world of law and advocacy. Feature articles and stories covering the local, state and federal courts and law firms are
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supplemented by reports and analyses of cutting-edge legal issues. We are committed to providing high quality and balanced coverage of our local markets. Most of our newspapers serve as the newspaper of record for their respective legal markets. Lawyers look to the newspapers for reports on local court rulings and opinions, as well as information regarding local court dockets.
As of December 31, 2003, we published sixteen daily and weekly regional newspapers including the New York Law Journal, which has one of the largest paid circulations of any regional legal newspapers in the United States. In the aggregate, our newspapers serve ten state markets, including New York, New Jersey, Pennsylvania, Delaware, Georgia, Florida, Texas, California, Massachusetts and Connecticut, and the District of Columbia, covering approximately 50% of all active attorneys in the United States. Each of our regional newspapers has a significant presence in its respective market. Our regional newspapers also publish a wide range of supplements on various practice specialties. In addition, our regions also publish local magazines, such as the New York Law Journal Magazine, a law and lifestyle publication geared to lawyers in the New York metropolitan area that is primarily distributed with the New York Law Journal. We also publish four publications for in-house attorneys and chief legal officers, GC New England, GC Mid-Atlantic, GC South and In-House Texas, which focus on issues of interest to the regions corporate counsel.
The following table sets forth information regarding our regional publications:
Regional Publications
| Estimated | ||||||||||||||||
| Year of | Total | Total | ||||||||||||||
| Title |
Market |
Founding |
Frequency |
Circulation(1) |
Readership(2) |
|||||||||||
Broward Daily Business Review |
South Florida | 1965 | Daily | 2,637 | 8,597 | |||||||||||
Delaware Law Weekly |
Delaware | 1998 | Weekly | 372 | 775 | |||||||||||
Florida Lawyer |
Florida | 2000 | Monthly | 13,500 | 27,000 | |||||||||||
Fulton County Daily Report |
Georgia | 1890 | Daily | 5,848 | 22,848 | |||||||||||
GC Mid-Atlantic |
Pennsylvania, | 2003 | Quarterly | 15,000 | 15,000 | |||||||||||
| Delaware and | ||||||||||||||||
| Southern New Jersey | ||||||||||||||||
GC New England |
New England | 2003 | Quarterly | 7,540 | 8,000 | |||||||||||
GC South |
Georgia, North | 2003 | Quarterly | 5,632 | 11,264 | |||||||||||
| Carolina, South | ||||||||||||||||
| Carolina, Tennessee, | ||||||||||||||||
| Virginia, Alabama | ||||||||||||||||
| and North Florida | ||||||||||||||||
In-House Texas |
Texas | 1999 | Monthly | 8,985 | 55,000 | |||||||||||
Legal Times |
Washington, D.C. | 1978 | Weekly | 9,200 | 74,000 | |||||||||||
Miami Daily Business Review |
South Florida | 1926 | Daily | 4,886 | 15,927 | |||||||||||
New Jersey Law Journal |
New Jersey | 1878 | Weekly | 9,701 | 44,000 | |||||||||||
New York Law Journal |
New York | 1888 | Daily | 14,000 | 112,000 | |||||||||||
New York Law Journal Magazine |
New York | 2000 | Quarterly | 20,000 | 110,000 | |||||||||||
Palm Beach Daily Business
Review |
South Florida | 1978 | Daily | 1,821 | 5,936 | |||||||||||
Pennsylvania Law Weekly |
Pennsylvania | 1977 | Weekly | 2,493 | 12,465 | |||||||||||
Texas Lawyer |
Texas | 1985 | Weekly | 6,985 | 55,000 | |||||||||||
The Connecticut Financial Tribune |
Connecticut | 2002 | Monthly | 2,300 | 4,000 | |||||||||||
The Connecticut Law Tribune |
Connecticut | 1975 | Weekly | 2,623 | 15,000 | |||||||||||
The Connecticut Tech Tribune |
Connecticut | 2001 | Monthly | 5,009 | 10,000 | |||||||||||
The Legal Intelligencer |
Pennsylvania | 1843 | Daily | 3,030 | 18,180 | |||||||||||
The Recorder |
Northern California | 1876 | Daily | 5,800 | 29,000 | |||||||||||
Western Massachusetts Law Tribune |
Western | 2000 | Monthly | 1,447 | 4,200 | |||||||||||
| Massachusetts | ||||||||||||||||
| (1) | References in the table above to our total circulation include total paid and free circulation. | |
| (2) | References in the table above to our estimated total readership include total circulation plus combined pass-along readership unadjusted for any overlap that exists among readers of our various publications. |
Books. We currently publish over 150 books on a broad array of legal topics. These books generally focus on practical legal subjects that arise in the daily professional lives of lawyers. Most of our treatises are updated once or twice per year with inserts to keep the material current. We focus on publishing treatises that cover particularly dynamic areas of law that lend themselves to frequent supplementation.
We also publish soft-cover and hard-cover trade books under the ALM Publishing imprint. As of December 2003, there are
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fourteen titles in this line. These books focus on general legal subjects and contain practical guidance for attorneys, business professionals and business students that does not need to be updated regularly. These books are distributed through us as well as through traditional bookstores.
We usually develop the concept for a new book and then solicit an author to write the text. However, in certain cases, we have received unsolicited manuscripts which we have ultimately published. Authors who have written books for us include prominent attorneys and judges such as Martin Lipton, Judge Jed Rakoff, James Freund, Henry Miller and James Goodale. The following sets forth our current offering of books:
Books
State and Local Subjects |
||
Assigned Judges Bench Book (TX) |
Connecticut Labor & Employment Law, 2nd Edition |
|
2002 Dallas County Bench Book (TX) |
Connecticut Appellate Practice and Procedure, 3rd Edition |
|
Duty to Defend, An Insurance Guide (TX) |
Connecticut Summary Process Manual, 3rd Edition |
|
2002 Harris County Bench Book (TX) |
The Truths of Justice (CT) |
|
2003 Harris County Bench Book Supplement (TX) |
The 12 Minute MBA (CT) |
|
Marketing and Maintaining a Family Law Mediation Practice (TX) |
The Legal Marketers Deskbook (CT) |
|
Negotiation: Strategies for Law and Business (TX) |
The Connecticut Criminal Caselaw Handbook |
|
2003 Pronskes Texas Bankruptcy, Annotated |
Connecticut Foreclosures |
|
Tarrant County Bench Book (TX) |
New York County Bench Book 2000 (NY) |
|
2003 Texas Courthouse Guide |
Insurance Bad Faith in Pennsylvania |
|
2003 04 Texas Criminal Codes and Rules, Annotated |
Pennsylvania Court Rules |
|
Texas Legal Malpractice and Lawyer Discipline |
Pennsylvania District and County Reports |
|
Texas Legal Research: An Essential Lawyering Skill |
2002 Allegheny County Court Rules (PA) |
|
Texas Personal Automobile Insurance Policy, Annotated |
2002 Bucks County Court Rules (PA) |
|
Travis County Bench Book (TX) |
2002 Chester County Court Rules (PA) |
|
West Texas Bench Book |
2002 Delaware County Court Rules (PA) |
|
Georgia Bench Book |
2002 Montgomery County Court Rules (PA) |
|
Encyclopedia of New Jersey Causes of Action |
2003 Orphans Court Rules (PA) |
|
New Jersey Brownfields Law |
2003 Pennsylvania Tax Handbook (PA) |
|
New Jersey Business Litigation |
2003 Philadelphia County Court Rules (PA) |
|
New Jersey Employment Law |
2003 Westmoreland County Court Rules (PA) |
|
New Jersey Federal Civil Procedure |
2003 Lancaster/Berks Counties Court Rules (PA) |
|
New Jersey Insurance Law |
Pennsylvania Legal Research Handbook |
|
New Jersey Product Liability Law |
Paralegal Research in Pennsylvania |
|
New Jersey Foreclosure Law & Practice |
Res Ipsa Jocular (CA) |
|
New Jersey Forms of Civil Pleading |
A Criminal Waste of Time (CA) |
|
Employment Law for New Jersey Businesses |
San Francisco County Court Rules (CA) |
|
New Jersey Law of Personal Injury with the Model Jury Charges |
Alameda County Court Rules (CA) |
|
New Jersey Forms for Business Litigation |
Contra Costa County Court Rules (CA) |
|
Legal Handbooks for Business (NJ) |
Marin County Court Rules (CA) |
|
2004 New Jersey Tax Handbook |
Bench Book of Judicial Profiles for San Francisco Superior Court (CA) |
|
National Subjects |
||
A Practical Guide to Equal Employment Opportunity |
Intellectual Property and Computer Crimes |
|
A Practical Guide to the Occupational Safety and Health Act |
Intellectual Property Law: Damages and Remedies |
|
Acquisitions Under the Hart-Scott-Rodino Antitrust Improvements Act |
Intellectual Property Licensing: Forms and Analysis |
|
Advanced Private Equity Term Sheets and Series A Documents |
Internet and Online Law |
|
All About Cable |
Internet and Online Privacy: A Legal and Business Guide |
|
Alternative Dispute Resolution in the Work Place |
Knowledge Management for the Smarter Lawyer |
|
Anatomy of a Merger: Strategies and Techniques for Negotiating Corporate Acquisitions |
Law Firm Accounting and Financial Management |
|
Antitrust Basics |
Law Firm Partnership Agreements |
|
Antitrust: An Economic Approach |
Lawyering: A Realistic Approach to Legal Practice |
|
Arbitration: Essential Concepts |
Legal Research and Law Library Management |
|
Biz Dev 3.0: Changing Business As We Know It |
Lender Liability and Banking Litigation |
|
Business Immigration Law: Strategies for Employing Foreign National |
Licensing of Intellectual Property |
|
Business Separation Transactions: Spin-Offs, Subsidiary IPOs and Tracking Stock |
Limited Liability Companies and Limited Liability Partnerships |
|
Changing the Situs of a Trust |
Marketing the Law Firm: Business Development Techniques |
|
Class Actions: The Law of 50 States |
Maximizing Law Firm Profitability: Hiring, Training and Developing Productive Lawyers |
|
Communications Law and Practice |
Merit Systems Protection Board: Rights and Remedies |
|
Computer Law: Drafting and Negotiating Forms and Agreements |
Modern Visual Evidence |
|
Consumer Financial Services |
Multidisciplinary Practices and Partnerships: Lawyers, Consultants & Clients |
|
Corporate Internal Investigations |
Multimedia Law: Forms and Analysis |
|
Corporate Privileges and Confidential Information |
Negotiated Acquisitions of Companies, Subsidiaries and Divisions |
|
Corporate Sentencing Guidelines: Compliance and Mitigation |
Negotiating and Drafting Contract Boilerplate |
|
Courtroom Psychology and Trial Advocacy |
Negotiating and Drafting Office Leases |
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Cyber Law: Intellectual Property in the Digital Millennium |
On Trial: Lessons from a Lifetime in the Courtroom |
|
Directors and Officers Liability: Prevention, Insurance & Indemnification |
Partnership and Joint Venture Agreements |
|
Divorce, Separation and the Distribution of Property |
Private Equity Funds: Business Structure & Operations |
|
Doing Business on the Internet: Forms and Analysis |
Private Real Estate Syndications |
|
Due Diligence in Business Transactions |
Product Liability |
|
E-Commerce Financial Products and Services |
Product Liability: Winning Strategies and Techniques |
|
Education Law |
Products Liability: Recreation and Sports Equipment |
|
Employee Benefits Law: ERISA and Beyond |
Public Companies |
|
Employment Litigation |
Raoul Felders Encyclopedia of Matrimonial Clauses |
|
Environmental Enforcement: Civil and Criminal |
Real Estate Financing |
|
Environmental Law Lexicon |
Reorganizations under Chapter 11 of the Bankruptcy Code |
|
Environmental Regulation of Real Property |
Representing High-Tech Companies |
|
Estate Planning |
RICO: Civil and Criminal, Law and Strategy |
|
Executive Compensation |
Savings Institutions: Mergers, Acquisitions and Conversions |
|
Executive Stock Options and Stock Appreciation Rights |
Securities Practice and Electronic Technology |
|
Federal Bank Holding Company Law |
Securities Regulation: Liabilities and Remedies |
|
Federal Taxation of Intellectual Property Transfers |
Securitizations: Legal and Regulatory Issues |
|
Federal Tax Litigation |
Sex Discrimination and Sexual Harassment in the Work Place |
|
Federal Taxation of Real Estate |
Shareholder Derivative Litigation: Besieging the Board |
|
Federal Taxation of S Corporations |
Shopping Center and Store Leases |
|
Federal Trade Commission: Law, Practice and Procedure |
Start-Up and Emerging Companies: Planning, Financing and Operating the Successful Business |
|
Ferrara on Insider Trading and The Wall |
State Antitrust Law |
|
Franchising: Realities and Remedies |
Structured Settlements and Periodic Payment Judgments |
|
Franchising: Realities and Remedies Forms Volume |
Takeovers and Freezeouts |
|
Full Disclosure: The New Lawyers Must-Read Career Guide |
Tax Aspects of Divorce and Separation |
|
Fund Governance: Legal Duties of Investment Company Directors |
The Contingent Workforce: Business and Legal Strategies |
|
Game, Set, Match: Winning the Negotiations Game |
The Essential Guide to the Best (and Worst) Legal Sites on the Web |
|
Gender On Trial: Sexual Stereotypes and work/Life Balance in the Legal Workplace |
The Internet and Dispute Resolution: Untangling the Web |
|
Going Private |
The Law and Practice of Secured Transactions: Working with Article 9 |
|
Going Public in Good Times and Bad: A Legal and Business Guide |
The Practice of Law School: Getting In and Making the Most of Your Legal Education |
|
Grand Jury Practice |
The Preparation and Trial of Medical Malpractice Cases |
|
Ground Leases and Land Acquisition Contracts |
Trade Secrets |
|
Health Care Fraud: Enforcement and Compliance |
Travel Law |
|
Healthcare Care Benefits Law |
Use of Statistics in Equal Employment Opportunity Litigation |
|
Hospital Liability |
White Collar Crime: Business and Regulatory Offenses |
|
Id Rather Do It Myself: How to Set Up Your Own Law Firm |
Winning Attorneys Fees from the U.S. Government |
|
Inside/Outside: How Businesses Buy Legal Services |
||
Insurance Coverage Disputes |
||
Intellectual Property Law: Commercial, Creative and Industrial Property |
Directories. The Expert Witness and Consultants Division consists of eight regional editions and two national editions, as well as a comprehensive website, www.nljexperts.com, which is the nations premier online expert witness directory. These directories are the most comprehensive, useful and recognized resources containing critical information about expert witnesses and consultants, such as resumes/curriculum vitae, areas of expertise, education, professional affiliations, and a brief profile of each expert. Among the divisions publications, with varying frequencies and circulations ranging from 10,000 to 20,000, are the following:
Directory of Expert Witnesses & Consultants: Midwestern Edition |
Directory of Expert Witnesses & Consultants: Mid-Atlantic Edition |
Directory of Expert Witnesses & Consultants: Southwestern Edition |
Directory of Expert Witnesses & Consultants: Southeastern Edition |
Directory of Expert Witnesses & Consultants: New England Edition |
Directory of Expert Witnesses & Consultants: New York Edition |
Directory of Expert Witnesses & Consultants: New Jersey Edition |
Directory of Expert Witnesses & Consultants: Western Edition (a/k/a Legal Expert Pages) |
Directory of Expert Witnesses & Consultants: National Medical Edition |
Directory of Expert Witnesses & Consultants: National Intellectual Property Edition |
We also publish a range of directories with information on corporate counsel, attorneys in law firms and technology resources. Our directories include the New York Law Journal Directory of Corporate Counsel for New York, the Minority Law Journals Directory of Minority Attorneys, the Law Technology News Resource Guide, the Daily Business Reviews Florida Corporate Counsel Pro-Link, The American Lawyers Litigators Pocket Guide and Corporate Counsels Directory of In-House Law Departments at the Top 250 Companies.
Newsletters. Our newsletter division publishes 25 monthly newsletters that cover specialized legal practice areas. Circulation for our newsletters ranges from approximately 125 to 1,000, with an average circulation of over 550. The total number of paid subscribers for all newsletters was approximately 9,000 as of December 31, 2003. The following table sets forth our newsletters as of December 31, 2003:
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Accounting and Financial Planning for Law Firms |
Legal Tech | |
The Bankruptcy Strategist |
Marketing the Law Firm | |
Commercial Leasing Law & Strategy |
Business Crimes Bulletin | |
The Corporate Counselor |
The Matrimonial Strategist | |
Employment Law Strategist |
Medical Malpractice Law & Strategy | |
Entertainment Law & Finance |
New York Employment Law & Practice | |
Equipment Leasing |
New York Family Law Monthly | |
E-Commerce Law & Strategy |
New York Real Estate Law Reporter | |
Insurance Coverage Law Bulletin |
Patent Strategy & Management | |
The Intellectual Property Law Strategist |
Pharmaceutical & Medical Device Laws Bulletin | |
The Internet Newsletter |
Product Liability Law & Strategy | |
Law Firm Partnership & Benefits Report |
Start-Up & Emerging Companies Strategist | |
LJNs Franchising Business & Law Alert |
Trade Shows and Seminars. Under the LegalTech® trade name, we produce conferences and exhibitions relating to law practice technology in New York and Los Angeles.. The conferences are generally two-day events that include vendor exhibits, a Continuing Legal Education (CLE) conference program, and a variety of workshops and focus sessions. Attendees typically include attorneys in private practice, corporate counsel, law firm administrators, managing partners, litigation support and information technology personnel, while exhibitors include a variety of software, hardware, publishing and other technology product related companies. We conduct a number of seminars for lawyers and other professionals in related fields. Our seminars complement our other products and services both by serving as powerful marketing vehicles for our existing books and newsletters, and by generating ideas for new seminars, books and newsletters. Seminars also introduce us to lawyers who may subsequently write articles or books for us. The following table sets forth our seminars and trade shows held in 2003:
| Trade Shows | Seminars | |
LegalTech New York |
Focus Europe | |
LegalTech Los Angeles |
General Counsel Conference (New York and San Diego) | |
LegalTech San Francisco |
Doing Business in China | |
LegalTech Chicago |
Negotiating the Modern Lease | |
LegalSpace |
VerdictSearch® division. VerdictSearch is the nations leading publisher of verdict and settlement news and research. VerdictSearch has 3 primary products and services: VerdictSearch publications, which include 12 weekly and monthly newsletters, 7 books and 3 indexes with circulations ranging up to 1,600 paid subscribers, VerdictSearchs research group, a legal research service that fields over 12,000 requests for research per year, and VerdictSearch.com, a vast, searchable online database of almost 100,000 detailed case reports from around the nation. Verdict Searchs products are:
| VerdictSearch Newsletters | VerdictSearch Books | |
VerdictSearch California |
New York Civil Motion Citator | |
VerdictSearch Employment Law |
New York Criminal Motion Citator | |
VerdictSearch Florida |
New York Matrimonial Case Citator | |
VerdictSearch Illinois |
New York Tort Citator | |
VerdictSearch Medical Malpractice |
OBriens Evaluator | |
VerdictSearch National |
VerdictSearch Products Liability Evaluator | |
VerdictSearch New Jersey |
VerdictSearch Top 100 | |
VerdictSearch New York |
VerdictSearch Indexes | |
VerdictSearch New York Judicial Review of Damages |
California Semi-Annual Index | |
VerdictSearch Pennsylvania |
New York Semi-Annual Index | |
VerdictSearch Products Liability |
Texas Semi-Annual Index | |
VerdictSearch Texas |
Research division. Our research divisions first effort, LegalMarketInfoTM (www.legalmarketinfo.com), addresses the market research needs of legal business professionals. Products and services include databases of our past and current American Lawyer Media surveys, business reports about major law firms as well as benchmarking reports and custom research.
Law.com network. Our Law.com network of Web sites (www.law.com) provides direct access to the nations foremost legal
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news and information resources. Law.com connects legal professionals to more than 20 award-winning national and regional legal publications online. Through Law.coms linked information site, legal professionals can subscribe to online products tailored to their practice specialties, participate in accredited training, conduct national job searches on Lawjobs.com, access VerdictSearch.com, the nations most current verdict and settlement database, identify expert witnesses and use LawCatalog.com to purchase research and publications.
Printing and Distribution
Layouts for our publications are prepared in-house, while our printing and distribution activities are all outsourced.
Competition
We compete for advertising and subscription revenues with publishers of special-interest legal newspapers and magazines with similar editorial content as well as web sites with comparable content. However, in most of our markets, our newspaper is the only newspaper focused on serving the legal community. We also compete for advertising revenues with other national legal publications, as well as general-interest magazines and other forms of media, including broadcast and cable television, radio, direct marketing and electronic media. Factors that may affect competition for advertisers include effective costs of such advertising compared to other forms of media, and the size and characteristics of the readership of our publications. We also face significant competition from other legal publishers and legal service providers in all media.
Intellectual Property
We, through our wholly-owned intellectual property subsidiary, ALM Properties, Inc., own a number of registered and unregistered trademarks for use in connection with our business, including trademarks in the titles of our major periodicals such as The American Lawyer, Corporate Counsel, The National Law Journal and New York Law Journal. Provided that trademarks remain in continuous use in connection with similar goods or services, their term can be perpetual, subject, with respect to registered trademarks, to the timely renewal of such registrations with the United States Patent and Trademark Office.
We approach copyright ownership with respect to our publications in the same manner as is generally customary within the publishing industry. Consequently, we own the copyright to all of our newspapers, magazines and newsletters, as compilations, and also own the copyright to almost all of our books. With respect to the specific articles in our publications, we generally obtain the assignment of all rights, title and interest in original materials created by our full-time journalists and editors as well as by paid and unpaid contributors. For articles authored by outside contributors, we obtain either all rights, title and interest in the article or the exclusive first-time publication and non-exclusive republication rights. Judicial opinions, court schedules and docketing information are provided to us directly by the courts, on a non-exclusive basis, and are public information.
We license the content of certain of our publications to third parties, including West Company and Lexis/Nexis, on a non-exclusive basis, for republication and dissemination on electronic databases marketed by the licensees. The current West Company and Lexis/Nexis licenses expire in December 2004 and April 2006, respectively, and automatically renew, subject to either partys right to terminate at the end of each subsequent term.
Some of our products, such as the Daily Decision Service and PICS, which offer subscribers faxed copies on request of both published and unpublished state and federal court opinions for New Jersey and Pennsylvania, respectively, utilize the extensive databases of court decisions compiled by us. We also have extensive subscriber and other customer databases which we believe would be extremely difficult to replicate. We attempt to protect these databases and lists as trade secrets by restricting access thereto and/or by the use of non-disclosure agreements. There can be no assurance, however, that the means taken to protect the confidentiality of these items will be sufficient, or that others will not independently develop similar databases and customer lists.
Employees and Labor Relations
As of December 31, 2003, we employed approximately 777 full-time and part-time employees. Of these employees, a total of 31 are represented by the New York Typographical Union No. 6, CWA Local 14156, AFL-CIO (the Union), in two separate bargaining units. The New York Law Journal is currently a party to two separate collective bargaining agreements governing many of the terms and conditions of employment of these employees. Subject to the following, we believe that our relations with our employees are satisfactory.
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On May 21, 2001, based on the results of a secret-ballot election held on May 11, 2001, the National Labor Relations Board (the NLRB) certified the Union as the exclusive representative of a unit of certain of our editorial and advertising production department employees at the New York Law Journal. Negotiations over the terms of a collective bargaining agreement took place throughout 2002 and 2003. On August 15, 2003, the parties reached a mutually acceptable agreement that established the terms and conditions of employment for these employees until July 31, 2006. The agreement also resolved an outstanding unfair labor practice charge before the National Labor Relations Board, which was withdrawn by the Union as part of the agreement.
Significant Transactions
On February 27, 2003, Holdings entered into a waiver and consent with the holders of the 12¼% Senior Discount Notes due 2008 (the Discount Notes) which provides for the waiver of cash payment by Holdings 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 annum. As of March 23, 2004, Bruce Wasserstein, chairman of the board of directors of us and Holdings, and certain of his affiliates own approximately 48.9% of the Discount Notes. In addition, as of March 23, 2004, Bruce Wasserstein and certain affiliates own approximately 4.2% of the $175 million 9 3/4% Senior Notes due 2007 issued by us.
On February 27, 2003, the credit agreement for our revolving credit facility with GE Corporate Finance (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 revolving credit agreement for the GECC Facility was amended to allow for the Discount Note transaction described above.
On December 31, 2003, our wholly-owned subsidiary, The New York Law Publishing Company, acquired the assets, certain liabilities and the business of delivering electronic court calendar information via a product called MA3000 (MA3000) from RealLegal, LLC. The purchase price for this acquisition, including direct acquisition costs, totaled $2.2 million. With this acquisition, we recorded $2.7 million of goodwill and $1.3 million of intangibles. We and RealLegal share substantially all of the same common stockholders. The purchase price was determined based on an independent third party valuation undertaken in 2003.
Item 2. Properties
We operate from various locations throughout the United States. Our corporate headquarters are based in New York. Information relating to our corporate headquarters and other regional offices which are owned or leased is set forth in the following table:
| Street Address |
City/State |
Square Footage |
Lease Expiration |
|||||
800 Wilshire Blvd. |
Los Angeles, CA | 2,624 | April 2004 | |||||
15950 Bernardo Center Drive |
San Diego, CA | 3,620 | May 2006 | |||||
10 United Nations Plaza |
San Francisco, CA | 14,632 | Sept. 2009 | |||||
153 Kearny Street |
San Francisco, CA | 20,076 | Oct. 2006 | |||||
199-203 Ann Street |
Hartford, CT | 5,285 | Sept. 2005 | |||||
1730 M Street, N.W. |
Washington, DC | 12,497 | Aug. 2012 | |||||
633 South Andrews Avenue |
Fort Lauderdale, FL | 3,432 | Jan. 2006 | |||||
1 S.E. Third Avenue |
Miami, FL | 17,172 | April 2013 | |||||
324 Datura Place |
W. Palm Beach, FL | 2,211 | Dec. 2008 | |||||
190 Pryor Street, S.W. |
Atlanta, GA | 20,000 | Owned | |||||
238 Mulberry Street |
Newark, NJ | 7,022 | Dec. 2006 | |||||
29 Elk Street |
Albany, NY | 200 | Dec. 2008 | |||||
128 Carleton Avenue |
East Islip, NY | 1,421 | May 2005 | |||||
4 Wall Street |
East Islip, NY | 500 | May 2005 | |||||
105 Madison Avenue |
New York, NY | 37,500 | Sept. 2008 | |||||
345 Park Avenue South |
New York, NY | 66,000 | Sept. 2008 | |||||
1140 Broadway |
New York, NY | 8,500 | Aug. 2010 | |||||
1617 JFK Blvd. |
Philadelphia, PA | 13,783 | Oct. 2009 | |||||
1010 Brazos |
Austin, TX | 1,300 | June 2004 | |||||
1412 Main Street |
Dallas, TX | 7,123 | April 2013 | |||||
7000 Regency Square, Suites 242-243 |
Houston, TX | 3,000 | June 2004 | |||||
107-111 Fleet Street |
London, UK | 1,200 | Dec. 2004 | |||||
Item 3. 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
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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 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Registrants Common Equity and Related Stockholder Markets
We are a wholly-owned subsidiary of American Lawyer Media Holdings, Inc. There is no public trading market for our common stock.
We have never paid any cash dividends on our common stock.
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Item 6. Selected Financial Data
The following table presents selected historical financial information for us, as of and for the years ended December 31, 1999, 2000, 2001, 2002 and 2003. Our financial data for the years ended December 31, 1999, 2000 and 2001 were derived from financial statements audited by Arthur Andersen LLP. Our financial data for the years ended December 31, 2002 and 2003 were derived from financial statements audited by Ernst & Young LLP. The selected financial information should be read in conjunction with Managements Discussion and Analysis of Financial Condition and Results of Operations and the historical financial statements and notes thereto included elsewhere in this Form 10-K. See Index to Financial Statements.
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
(In thousands)
| Year Ended December 31, |
||||||||||||||||||||
| 1999 |
2000 |
2001 |
2002 |
2003 |
||||||||||||||||
Operating Data(2): |
||||||||||||||||||||
Revenues: |
||||||||||||||||||||
Periodicals: |
||||||||||||||||||||
Advertising |
$ | 76,564 | $ | 88,230 | $ | 85,206 | $ | 76,702 | $ | 76,682 | ||||||||||
Subscription |
24,128 | 23,407 | 23,248 | 23,787 | 24,742 | |||||||||||||||
Ancillary products and services |
31,800 | 42,876 | 37,379 | 32,460 | 34,850 | |||||||||||||||
Total revenues |
132,492 | 154,513 | 145,833 | 132,949 | 136,274 | |||||||||||||||