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8-K - FORM 8-K - Dolan Co.d389031d8k.htm

Exhibit 99

 

LOGO

THE DOLAN COMPANY REPORTS SECOND QUARTER 2012 RESULTS

 

   

Second quarter revenues decreased 6.8% year-over-year to $63.8 million

 

   

Net income attributable to The Dolan Company was $4.9 million, or $0.16 per diluted share

 

   

Cash earnings were $2.6 million, or $0.09 per diluted share (See “Non-GAAP Financial Measures” below)

 

   

Adjusted EBITDA was $10.1 million (See “Non-GAAP Financial Measures” below)

 

   

Free cash flow was $14.5 million (See “Non-GAAP Financial Measures” below)

 

   

Company revises guidance for 2012

MINNEAPOLIS, MN – August 1, 2012 – The Dolan Company (NYSE: DM), a leading provider of professional services and business information to legal, financial and real estate sectors in the United States, today announced financial results for the three months ended June 30, 2012.

“The second quarter was challenging for our two largest processing businesses,” said James P. Dolan, chairman, chief executive officer and president. “We continue to anticipate the backlog of pending and future mortgage foreclosures that we believe will work its way through the system. And our e-discovery business showed only single-digit growth because of lumpiness of revenues from larger clients due to timing of matters. However, as a result of new matters that are starting to be processed and our current pipeline, we believe our e-discovery business will be stronger in the second half of this year.”

“Our Business Information segment tracked to our expectations and had a solid second quarter,” Dolan said. “The public notice advertising business showed modest growth while margins for the entire segment increased sharply compared to last year as a result of our employees’ hard work reorganizing and centralizing certain parts of the division.”

Dolan said that during the quarter the pace of new mortgage default referrals had not yet changed materially. “Although we see signs of progress among the major mortgage servicers, we believe the required new procedures at the state and federal level, as well as political considerations, may be temporarily slowing the pace of new default referrals. However, we are encouraged that meaningful price increases instituted by Fannie Mae last week should benefit our law firm partners and the mortgage default processing industry going forward. We continue to view the default referral situation as deferred business, and believe that our National Default Exchange, or NDeX, is well positioned to gain market share and be the provider of choice for mortgage default services as the pace of default referrals improves,” Dolan said.

 

- 1 -


“Meanwhile, we experienced some challenges in our other processing segment, Litigation Support Services. Revenues for this segment increased by 3% during the second quarter, including 6% growth in our e-discovery business. However, given the current pipeline of new business, we believe we will see stronger second-half revenue from our e-discovery segment given new matters we have recently won. In fact, within the past 90 days, we have added three new clients that are S&P 100 companies. We are pleased that we continue to add very large and important companies as new clients, and we are optimistic about the revenue potential of those clients as they start to ramp over the next year,” Dolan said.

“Within our Business Information Division, we continue to see benefits from the good work by our management team. Although revenue for the segment was down 3% in the second quarter, we saw higher margins, lower operating costs, and overall operating income improvement of 31%. The division has centralized some of its operations and implemented work-sharing arrangements in which our local companies support each other more actively to achieve real savings,” Dolan said. He noted that public notice advertising revenue increased modestly during the quarter, which is the first year-over-year growth the company had seen in this revenue category in seven quarters.

“Due primarily to purchase accounting adjustments related to previous acquisitions, in the second quarter, our total operating expense was reduced by $10.4 million on a non-recurring basis, to $52.4 million. Excluding the impact of these adjustments, total operating expenses would have been $62.8 million, down slightly from $63.0 million for the second quarter of last year,” Dolan added.

“Overall, we believe our revenue challenges are short-term in nature and we are focused on finding growth opportunities throughout our businesses while being very mindful of costs. We have taken important steps to position ourselves for a better future in each of our businesses and remain optimistic about a resumption of growth in our default processing business and a re-acceleration of growth in our e-discovery business,” Dolan said.

Full Year 2012 Guidance

Based on second quarter results and the outlook for the remainder of 2012, the company is revising its full-year financial guidance as follows:

 

    

2012 Financial Guidance

(dollars in millions, except per share
numbers)

Total revenues

   $265 – $278

Adjusted EBITDA

   $43 – $51

Net income attributable to The Dolan Company per diluted share

   $0.23 – $0.38

Cash earnings per diluted share

   $0.49 – $0.63

 

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This guidance presumes the following: 1) a modest increase in second half default mortgage processing servicing revenue due to modest increases in file volumes and service fee increases; 2) non-controlling interest of ($0.2)-$0.4 million; 3) interest expense of $8.2-$8.7 million; 4) cash distributions to holders of non-controlling interest of $0; 5) tax rate of 41.6%-42.1%; and 6) fully diluted shares outstanding of 30.4 million.

This guidance presumes no acquisitions for the remainder of 2012. It also assumes that there will be no additional material effect on results of operations from foreclosure-related government legislation, programs, investigations, litigation, or settlements, or from lender-based programs or halts. These include, but are not limited to, legislation, programs, and other matters detailed in “Regulatory Environment” and “Risk Factors” in the company’s 2011 Form 10-K, filed March 9, 2012, with the U.S. Securities and Exchange Commission.

Second Quarter 2012

Financial results for the three months ended June 30, 2012, and 2011 are as follows:

 

Dollars in thousands, except per share data   

Three Months
Ended

June 30, 2012

    

Three Months
Ended

June 30, 2011

     Year-over-
Year %
Change
 
     (unaudited)      (unaudited)         

Total revenues

   $ 63,763       $ 68,387         (6.8 )% 

Professional Services Division revenues

     44,310         48,416         (8.5 )% 

Business Information Division revenues

     19,453         19,971         (2.6 )% 

Operating income (1)

     11,978         5,785         107.1

Net income attributable to The Dolan Company

     4,917         2,572         91.2

Adjusted EBITDA *

     10,085         12,972         (22.3 )% 

Income from continuing operations attributable to The Dolan Company per diluted share

   $ 0.16       $ 0.09         77.8

Cash earnings *

     2,640         5,983         (55.9 )% 

Cash earnings per diluted share *

   $ 0.09       $ 0.20         (55.0 )% 

 

* Please refer to the “Non-GAAP Financial Measures” below for a reconciliation of these non-GAAP financial measures to GAAP and why the company believes these are important measures of its performance.
(1) 2012 includes fair value and other adjustments on earnout liabilities in the amount of $10.4 million

Professional Services Division Results

The Professional Services Division provides specialized processing services to the legal profession through its subsidiaries, NDeX, Counsel Press, and DiscoverReady. National Default Exchange or NDeX, is a leading provider of mortgage default processing services in the United States. Together, Counsel Press and DiscoverReady comprise the company’s litigation support services segment. Counsel Press is the largest provider of appellate services in the United States, and DiscoverReady provides outsourced discovery management, including document review and data hosting and processing services, to major corporations and law firms.

 

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Division revenues for the second quarter were $44.3 million, a decline of 8.5% from $48.4 million in the second quarter of 2011. The decline was primarily the result of lower NDeX file volume.

NDeX received 63,100 mortgage default files for processing during the second quarter and generated $28.1 million in revenues. This compares to 80,800 files received for processing and $32.7 million in revenues in the second quarter of 2011. The total number of foreclosure files received in the second quarter decreased by 16% from last year.

Litigation Support contributed $16.2 million in revenues during the second quarter of 2012, an increase of 3.1%, with the e-discovery business growing 6.4% during the quarter.

Direct operating expenses within the Professional Services Division were down roughly 6% during the quarter as lower volumes and cost reduction efforts at NDeX were offset, in part, by the addition of ACT and investments in DiscoverReady. Selling, general and administrative expenses increased 10.8% on a year-over-year basis to $16.7 million. Once again, a modest decrease at NDeX was offset by the additional expense associated with the addition of ACT Litigation Services and investments in DiscoverReady. Excluding the impact of fair value and other adjustments on earn-out liabilities, total Professional Services Division operating expenses as a percentage of division revenues increased to 98.7% for the quarter, from 87.5% in the second quarter of 2011. The increase in operating expense was the result of negative operating leverage due to the revenue declines at NDeX, and lower than expected revenue at DiscoverReady.

Business Information Division Results

The Business Information Division produces print and electronic legal publications, business journals, court and commercial media and other highly focused information products and services, operates Web sites and produces events for targeted professional audiences in about 20 geographic markets across the United States.

Business Information Division revenues for the second quarter of 2012 were $19.5 million, a 2.6% decrease from $20.0 million in the second quarter of 2011. The decline in revenue reflected slightly slower display and advertising revenue, partially offset by modestly higher public notice revenue. This is the third consecutive quarter of sequential public notice revenue growth. The company attributes that to modest improvement in the public notice geographies served.

Total operating expenses within the Business Information Division were $17.0 million during the second quarter of 2012, down 5.9% from last year. The reduction in expenses reflected the reorganization and centralization efforts implemented by senior management last year. For the second quarter of 2012, direct operating expenses decreased 6.5% to $7.3 million while selling, general and administrative expenses for the division declined by 3.6% to $8.6 million.

 

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Balance Sheet and Liquidity

As of June 30, 2012, the company held $1.2 million of cash and cash equivalents, compared to $0.8 million at the end of 2011. During the second quarter of 2012, the company generated $15.8 million of cash from operating activities and $14.5 million of free cash flow, which is defined as net cash provided by operating activities minus capital expenditures. Deferred acquisition payments, primarily as a result of the ACT acquisition, were $14.4 million in the second quarter. Quarterly capital expenditures were $1.2 million. Days sales outstanding were 100.7 for the second quarter of 2012, which was up slightly from 99.1 days at the end of 2011, but down from 106.4 days at the end of the first quarter of 2012.

Total debt outstanding at the end of the second quarter was $172.1 million, of which $42.5 million was under a term loan facility. Net debt was $170.9 million, down $4.7 million from the end of 2011. At June 30, 2012, the combined weighted-average interest rate on the company’s credit facilities was 3.7%. The leverage ratio at the end of the quarter was 3.3 times total debt to trailing twelve month pro forma adjusted EBITDA, up from 3.0 times as of March 31, 2012, but within the maximum of 3.5 times allowed for the quarter in the senior debt covenants.

Non-GAAP Financial Measures

Generally Accepted Accounting Principles (GAAP) is the term used to refer to the standard framework of guidelines for financial accounting in the United States. GAAP includes the standards, conventions, and rules accountants follow in recording and summarizing transactions, and in the preparation of financial statements. In addition to reporting financial results in accordance with GAAP, The Dolan Company reports the following non-GAAP measures:

 

   

Adjusted EBITDA, defined as GAAP income from continuing operations adjusted for the impact of the following: net interest expense resulting from the company’s net cash or borrowing position, which includes non-cash interest income or expense related to the changes in fair value of interest rate swaps; income tax expense; non-cash expenses, including depreciation and amortization, charges for stock options and restricted stock the company has granted, and fair value adjustments on earnouts recorded in connection with acquisitions; non-recurring items of income or expense, if applicable, including impairments of long-lived assets; and distributions paid to holders of noncontrolling interest;

 

   

Cash earnings, defined as GAAP income from continuing operations adjusted for the impact of the following: noncontrolling interests; non-cash expenses, including non-cash interest income or expense related to the changes in the fair value of interest rate swaps, charges for stock options and restricted stock granted, fair value adjustments on earnouts recorded in connection with acquisitions, and amortization; certain non-recurring items of income or expense, including impairments of long-lived assets; and an adjustment to income tax expense related to the above reconciling items at the appropriate then-in-effect tax rate;

 

   

Cash earnings per diluted share, defined as cash earnings divided by the number of weighted average diluted shares outstanding; and

 

   

Free cash flow, defined as net cash provided by operating activities minus capital expenditures.

 

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The Dolan Company provides these measures because it believes that they are helpful to investors in comparing year-over-year performance in light of certain non-recurring charges, and to better understand its operating performance and profitability, competitive position and future prospects. Non-GAAP measures should be considered in conjunction with the GAAP financial presentation and should not be considered in isolation or as a substitute for GAAP net income attributable to The Dolan Company. In addition, it should be noted that the company’s calculations of adjusted EBITDA, cash earnings, cash earnings per diluted share, and free cash flow may not be comparable to the calculations of such measures by other companies.

The following is a reconciliation of income from continuing operations to adjusted EBITDA (in thousands):

 

     Three Months Ended
June 30,
 
     2012     2011  

Income from continuing operations

   $ 5,571      $ 2,864   

Interest expense, net

     1,991        1,365   

Income tax expense

     4,416        1,950   

Amortization of intangibles

     4,958        4,326   

Depreciation expense

     1,998        1,785   

Amortization of Detroit Legal News Publishing intangible

     377        377   

Non-cash compensation expense

     1,100        1,187   

Non-cash fair value adjustments on earnout liabilities recorded in connection with acquisitions

     (9,883     28   

Non-recurring income

     (520     (394

Net distributions to holders of non-controlling interest

     77        (516
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 10,085      $ 12,972   
  

 

 

   

 

 

 

 

- 6 -


The following is a reconciliation of income from continuing operations to cash earnings and cash earnings per diluted share (in thousands, except per share data):

 

     Three Months Ended
June 30,
 
     2012     2011  

Income from continuing operations

   $ 5,571      $ 2,864   

Noncontrolling interests

     (626     (168

Non-cash compensation expense

     1,100        1,187   

Non-cash fair value adjustments on earnout liabilities recorded in connection with acquisitions

     (9,883     28   

Amortization of intangibles

     4,958        4,326   

Amortization of Detroit Legal News Publishing intangible

     377        377   

Non-recurring income

     (520     (394

Adjustment to income tax expense related to reconciling items at effective tax rate

     1,663        (2,237
  

 

 

   

 

 

 

Cash earnings

   $ 2,640      $ 5,983   
  

 

 

   

 

 

 

Income from continuing operations attributable to The Dolan Company per diluted share (GAAP)

   $ 0.16      $ 0.09   
  

 

 

   

 

 

 

Cash earnings per diluted share

   $ 0.09      $ 0.20   
  

 

 

   

 

 

 

Weighted average diluted shares outstanding

     30,356        30,211   

 

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Conference Call

The company has scheduled a conference call for Wednesday, August 1st, at 8:30 a.m. U.S. Eastern Standard Time (7:30 a.m. U.S. Central Standard Time). The dial-in number is (888) 517-2513, and the passcode is 7919 254#. The call will be hosted by James P. Dolan, chairman, chief executive officer and president, and will include Scott J. Pollei, executive vice president and chief operating officer, and Vicki J. Duncomb, vice president and chief financial officer. It will be broadcast live over the Internet and will be accessible through the investor relations section of the company’s Web site at www.thedolancompany.com. Interested parties should access the webcast approximately 10 to 15 minutes before the scheduled start time to register and download any necessary software needed to listen to the call. Prior to the conference call start, a slide presentation highlighting points discussed in the conference call will be available through the investor relations section of the company’s Web site at www.thedolancompany.com. The webcast and slide presentation will be archived online and will be available at the investor relations section of the company’s Web site for a period of 21 days after the call. In addition, the company’s SEC Form 10-K is available via its Web site at www.thedolancompany.com, or investors can request a hard copy of the 10-K free of charge upon request.

Statement Regarding Forward Looking Information

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical or current facts are forward-looking statements. Such forward-looking statements include statements related to the company’s “guidance” as well as statements using words such as “anticipate,” “expect,” “believe,” “view,” “continue,” “to come,” “will,” “may,” “optimistic,” “guidance,” “estimate,” “assume,” “pursue,” “outlook,” “goal,” “milestone” and similar expressions. Forward-looking statements are subject to risks, uncertainties and other factors that could cause the actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, the following: our businesses operate in highly competitive markets and depend on the economies and demographics of the legal, financial and real estate markets we serve and changes in those sectors could have an adverse effect on our revenues, cash flows, and profitability; if the number of files referred to us by our mortgage default processing service law firm customers (or loan servicers and mortgage lenders we serve directly in California) decreases or fails to increase, or if one or more of our law firm customers fails to pay us for our mortgage default processing services, our operating results and ability to execute our growth strategy could be adversely affected; bills introduced and laws enacted to mitigate foreclosures, voluntary relief programs and halts by servicers or lenders, as well as governmental investigations, enforcement actions, litigation, court orders and settlements may have an adverse effect on our mortgage default processing services and public notice operations; our efforts to grow our business may place a strain on our management and internal systems, processes and controls, may result in operating inefficiencies, and may negatively impact our operating margins; we intend to continue to pursue acquisition opportunities, which we may not do successfully and which may subject us to considerable business and financial risk or require us to raise additional capital or incur additional indebtedness; a failure to comply with covenants under our debt instruments could result in acceleration of debt or an inability to access availability under our credit facility; we depend on our senior management team and other key leaders of our business segments and our operation and growth may be negatively impacted if we lose any of their services; revenues of our subsidiaries NDeX and DiscoverReady have been concentrated among a few customers, thus the loss of business from our top customers and a failure to attract new customers could adversely affect our operating results; certain key personnel of our subsidiary NDeX, who are also shareholders and principal attorneys of our law firm customers, may at times have interests that differ from or conflict with our interests; and the other risk factors described under “Risk Factors” in Item 1A of our annual report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 9, 2012. We undertake no obligation to update any forward-looking statements in light of new information or future events.

 

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FOR IMMEDIATE RELEASE

Contact Robert J. Evans, Director of Investor Relations

(612) 317-9430

Bob.evans@thedolancompany.com

 

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The Dolan Company

Condensed Consolidated Balance Sheets

(in thousands, except share data)

 

     June 30,
2012
    December 31,
2011
 
     (unaudited)     
ASSETS     

Current assets

    

Cash and cash equivalents

   $ 1,156     $ 752  

Accounts receivable, including unbilled services (net of allowances for doubtful accounts of $1,447 and $1,416 as of June 30, 2012, and December 31, 2011, respectively)

     64,927       72,117  

Unbilled pass-through costs

     3,946        4,317  

Prepaid expenses and other current assets

     3,940        3,976  

Income tax receivable

     733        1,968  

Assets held for sale

     269       257  
  

 

 

   

 

 

 

Total current assets

     74,971        83,387  

Accounts receivable, long-term

     2,251        2,500  

Investments

     11,462        11,901  

Property and equipment, net

     18,278        19,263  

Finite-lived intangible assets, net

     203,022        212,950  

Indefinite-lived intangible assets

     283,039        283,039   

Other assets

     2,632       2,563  
  

 

 

   

 

 

 

Total assets

   $ 595,655     $ 615,603   
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY     

Current liabilities

    

Current portion of long-term debt

   $ 7,831      $ 7,667  

Accounts payable

     17,071        18,759  

Accrued pass-through liabilities

     8,407        8,820  

Accrued compensation

     6,298        5,189  

Accrued liabilities

     6,195        5,588  

Due to sellers of acquired businesses

     8,050        20,403   

Deferred revenue

     18,944        20,290  
  

 

 

   

 

 

 

Total current liabilities

     72,796        86,716   

Long-term debt, less current portion

     164,251       168,724  

Deferred income taxes

     25,941        20,739  

Due to sellers of acquired businesses

     —          12,687   

Other liabilities

     7,362        7,319  
  

 

 

   

 

 

 

Total liabilities

     270,350        296,185   
  

 

 

   

 

 

 

Redeemable noncontrolling interest

     9,174        12,726  
  

 

 

   

 

 

 

Commitments and contingencies

    

Stockholders’ equity

    

Common stock, $0.001 par value; authorized: 70,000,000 shares; outstanding: 30,983,477 and 30,576,597 shares as of June 30, 2012, and December 31, 2011, respectively

     30       30  

Preferred stock, $0.001 par value; authorized: 5,000,000 shares; designated: 5,000 shares of Series A Junior Participating Preferred Stock; no shares outstanding

     —          —     

Other comprehensive loss (net of tax)

     (1,151     (1,285

Additional paid-in capital

     298,695        294,476  

Retained earnings

     18,557        13,471  
  

 

 

   

 

 

 

Total stockholders’ equity

     316,131        306,692  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 595,655      $ 615,603   
  

 

 

   

 

 

 

 

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The Dolan Company

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except per share data)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2012     2011     2012     2011  

Revenues

        

Professional Services

   $ 44,310     $ 48,416     $ 92,215     $ 100,372  

Business Information

     19,453       19,971       38,270       39,767  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     63,763       68,387       130,485       140,139  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses

        

Direct operating: Professional Services

     21,643       22,936       45,060       46,438  

Direct operating: Business Information

     7,284       7,789       14,452       15,598  

Selling, general and administrative

     26,904       26,179       54,547       52,998  

Amortization

     4,958       4,326       9,929       8,815  

Depreciation

     1,998       1,785       4,099       3,701  

Fair value and other adjustments on earnout liabilities

     (10,403     28       (10,472     358  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     52,384       63,043       117,615       127,908  

Equity in earnings of affiliates

     599       441       1,024       1,189  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     11,978       5,785       13,894       13,420  
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-operating income (expense)

        

Interest expense, net of interest income

     (1,991     (1,365     (3,995     (2,973

Non-cash interest income related to interest rate swaps

     —          —          —          286  

Other income

     —          394       —          394  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total non-operating expense

     (1,991     (971     (3,995     (2,293
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations before income taxes

     9,987       4,814       9,899       11,127  

Income tax expense

     (4,416     (1,950     (4,345     (4,319
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations

     5,571       2,864       5,554       6,808  

Discontinued operations, net of tax

     (28     (124     (188     (374
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     5,543       2,740       5,366       6,434  

Less: Net income attributable to redeemable noncontrolling interests

     (626     (168     (280     (387
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to The Dolan Company

   $ 4,917     $ 2,572     $ 5,086     $ 6,047  
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings per share – basic and diluted:

        

Income from continuing operations attributable to The Dolan Company

   $ 0.16     $ 0.09     $ 0.18     $ 0.21  

Discontinued operations attributable to The Dolan Company

     —          —          (0.01     (0.01
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to The Dolan Company

     0.16       0.09       0.17       0.20  

Decrease in redeemable noncontrolling interest in NDeX

     —          0.05       —          0.08  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to The Dolan Company common stockholders

   $ 0.16     $ 0.14     $ 0.17     $ 0.28  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding:

        

Basic

     30,276       30,107       30,226       30,118  
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

     30,356       30,211       30,307       30,252  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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The Dolan Company

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2012     2011     2012     2011  

Cash flows from operating activities

        

Net income

   $ 5,543      $ 2,740      $ 5,366      $ 6,434   

Loss from discontinued operations

     28        124        188        374   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations

     5,571        2,864        5,554        6,808   

Distributions received from The Detroit Legal News Publishing, LLC

     763        700        1,463        2,100   

Distributions paid to holders of non-controlling interests

     —          (438     —          (474

Gain on sale of investment

     —          (394     —          (394

Non-cash operating activities:

        

Amortization

     4,958        4,326        9,929        8,815   

Depreciation

     1,998        1,785        4,099        3,701   

Equity in earnings of affiliates

     (599     (441     (1,024     (1,189

Stock-based compensation expense

     1,100        1,187        1,901        2,024   

Deferred income taxes

     3,713        28        3,713        28   

Change in value of interest rate swap

     —          —          —          (286

Amortization of debt issuance costs

     113        98        213        186   

Non-cash fair value adjustment on earnout recorded in connection with acquisitions

     (9,883     28        (9,952     358   

Changes in operating assets and liabilities:

        

Accounts receivable and unbilled pass-through costs

     8,255        (865     8,225        (4,984

Prepaid expenses and other current assets

     2,202        821        1,273        3,200   

Other assets

     30        (34     31        —     

Accounts payable and accrued liabilities

     38        (2,072     (75     (5,179

Deferred revenue and other liabilities

     (2,256     (1,192     (1,079     (686
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash from operating activities – continuing operations

     16,003        6,401        24,271        14,028   

Cash from operating activities – discontinued operations

     (207     (163     (231     (212
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     15,796        6,238        24,040        13,816   
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash flows from investing activities

        

Acquisitions and investments

     (145     (4,986     (145     (5,071

Capital expenditures

     (1,248     (1,664     (2,770     (3,904

Escrow payment received on sale of investment

     —          394        —          394   
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash used in investing activities – continuing operations

     (1,393     (6,256     (2,915     (8,581

Cash used in investing activities – discontinued operations

     129        —          122        (7
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

     (1,264     (6,256     (2,793     (8,588
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash flows from financing activities

        

Net borrowings (payments) on senior revolving note

     1,500        2,500        (2,200     (1,300

Payments on senior long-term debt

     (1,250     (1,250     (2,500     (2,500

Payment on unsecured notes payable

     (627     (603     (1,247     (1,193

Payment on capital leases

     (84     (48     (183     (101

Net payments of deferred acquisition costs and earnouts

     (14,400     —          (14,400     —     

Payments for repurchase of common stock

     —          —          —          (1,691

Payments of deferred financing costs

     —          —          (313     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used in financing activities

     (14,861     599        (20,843     (6,785
  

 

 

   

 

 

   

 

 

   

 

 

 

Net change in cash and cash equivalents

     (329     581        404        (1,557

Cash and cash equivalents at beginning of the period

     1,485        2,724        752        4,862   
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of the period

   $ 1,156      $ 3,305      $ 1,156      $ 3,305   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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