Dolan (DOLNQ) 8-K The Dolan Company Reports Third Quarter Results

Exhibit 99

THE DOLAN COMPANY REPORTS THIRD QUARTER RESULTS

• Third quarter revenues decreased 4.0% year-over-year to $75.3 million

• Net income attributable to The Dolan Company was $3.1 million, or $0.10 per diluted share

• Cash earnings were $7.1 million, or $0.24 per diluted share (See “Non-GAAP Financial Measures” below)

• Adjusted EBITDA was $16.3 million (See “Non-GAAP Financial Measures” below)

• Company revises guidance for 2011

MINNEAPOLIS, MN — November 2, 2011 — The Dolan Company (NYSE: DM), a leading provider of professional processing services as well as business information to legal, financial and real estate sectors in the United States, today announced financial results for the three months ended September 30, 2011.

“The third quarter was mixed as we continue to experience a slowdown in our foreclosure processing business, but encouraging growth in our e-discovery business. Regulatory scrutiny and adoption of new procedures have continued to cause mortgage servicers to slow foreclosure referrals,” said James P. Dolan, chairman, chief executive officer and president. He said the slowdown in default referrals directly affected The Dolan Company’s Professional Services Division and also affected its Business Information Division, where default-related public notices have been an important revenue source.

“Although there are some signs of progress, this process has dragged on longer than expected,” Dolan said. “There continues to be an enormous backlog of pending and future foreclosures, and we believe a significant multi-year opportunity still exists.

“Meanwhile, we are very pleased with our recent addition of ACT Litigation Services to our DiscoverReady e-discovery platform. ACT was immediately accretive and the integration is off to a good start. ACT allows us to further rebalance our business mix. It also extends our e-discovery platform into several significant areas of technology and processing development, which allows us to continue to grow our client list and expand our offerings to current clients,” Dolan said.

“In the third quarter, revenues at our National Default Exchange, or NDeX, declined by 24% year-over-year. Despite difficult industry trends, we believe we held our market share in most of our more mature states and that we continued to see market share gains in some of our newer states. We have worked on reducing our costs, and we will continue to evaluate our cost structure and efficiencies as we strive to improve our margins,” said Dolan.

“Litigation Support Services revenues grew year-over-year by $9.1 million, or 60%, mostly due to the addition of ACT Litigation Services in late July. For comparative purposes, assuming we had owned ACT during the entire third quarters of 2010 and 2011, the Litigation Support Services segment grew by roughly 33% during the quarter. More than ever, we are excited about the growth opportunities for this business and we have made good progress in diversifying DiscoverReady’s customer mix. We are well on our way to our initial goal of building our e-discovery subsidiary into a $100 million operation,” Dolan said.

“Within our Business Information Division, margins continue to be under pressure from the decline in higher-margin public notice revenues related to mortgage defaults. We are well down the path of reorganizing and centralizing some parts of the division to reduce costs and improve margins, and we are seeing some benefit. We are seeing a growing list of new opportunities for DataStream as well as the newly launched Legislative Information Services of America,” Dolan said.

“Previously we were cautious about the third quarter given the foreclosure industry backdrop that exists. Although we have seen some progress, we remain cautious about our foreclosure processing business heading into the fourth quarter, given regulatory activities and other industry factors, but we continue to believe this is a matter of revenue timing. We are convinced that a very large amount of foreclosure work remains to be done, years worth of volume, and that we are extremely well positioned to handle it,” Dolan said.

Full Year 2011 Guidance

Based on third quarter results, the company is revising its full-year financial guidance as follows:

	2011 Financial Guidance
	(dollars in millions, except per share numbers)
Total revenues	$294 – $297
Adjusted EBITDA	$60 – $62
GAAP EPS	$0.39 – $0.41
Cash earnings per diluted share	$0.89 – $0.92

This guidance presumes the following: 1) no significant improvement in the foreclosure market for the remainder of the year; 2) operating expenses as a percent of total revenues are approximately 91%; 3) non-controlling interest of $0.9 to $1.0 million; 4) interest expense is $6.3 to $6.5 million; 5) cash distributions to holders of non-controlling interest are approximately $0.8 million; 6) the tax rate is estimated at 40%; and 7) fully diluted shares outstanding of 30.2 to 30.4 million.

- 2 -

This guidance excludes the effect of any other businesses that may be acquired in the remainder of 2011. It also assumes that there will be no additional material effect on results of operations from current or future foreclosure-related government legislation, programs or investigations, or from lender-based programs or moratoria. These include, but are not limited to, programs, legislation, investigations and moratoria detailed in “Regulatory Environment” and “Risk Factors” in the company’s 2011 quarterly reports and its annual report for the year ended December 31, 2010, filed with the SEC.

Third Quarter 2011

Financial results for the three months ended September 30, 2011, and 2010 are as follows:

	Three Months		Three Months
	Ended		Ended		Year-over-
	September 30,		September 30,		Year %
Dollars in thousands, except per share data	2011		2010		Change
	(unaudited)		(unaudited)
Total revenues	$	75,294	$	78,459		(4.0	)%
Professional Services Division revenues		55,402		56,337		(1.7	)%
Business Information Division revenues		19,892		22,122		(10.1	)%
Operating income		7,715		16,430		(53.0	)%
Net income attributable to The Dolan Company		3,089		9,040		(65.8	)%
Adjusted EBITDA*		16,304		24,154		(32.5	)%
Net income attributable to The Dolan Company per diluted share	$	0.10	$	0.30		(66.7	)%
Cash earnings*		7,099		12,352		(42.5	)%
Cash earnings per diluted share*	$	0.24	$	0.41		(41.5	)%

* 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 performance.

Professional Services Division Results

The Professional Services Division provides specialized processing services to the legal profession through its subsidiaries, NDeX, Counsel Press, and DiscoverReady. 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 management services, to major corporations and law firms.

- 3 -

Division revenues for the third quarter were $55.4 million, a decline of 1.7% from $56.3 million in the third quarter of 2010. The decline was the result of much lower NDeX file volume, which was partially offset by increased revenue for DiscoverReady.

NDeX received 77,200 mortgage default files for processing during the third quarter and generated $31.2 million in revenues. This compares to 99,700 files received for processing and $41.2 million in revenues in the third quarter of 2010. The total number of mortgage foreclosure files received decreased by more than 30% in the quarter compared to the third quarter of 2010.

Litigation Support contributed $24.2 million in revenues during the third quarter of 2011, an increase of 60.2% from the third quarter of 2010. The increase is primarily the result of the ACT Litigation Services acquisition by DiscoverReady in July of 2011.

Direct operating expenses within the Professional Services Division increased 11.5% to $25.4 million during the third quarter of 2011, from $22.8 million for the same period in 2010. The increase is mostly due to the ACT acquisition, offset in part by lower direct operating expenses at NDeX, which continues to focus on reducing costs and increasing efficiencies to offset volume declines. Selling, general and administrative expenses increased 12.9% on a year-over-year basis to $17.2 million. The increases were largely the result of the ACT acquisition as well as negative operating leverage. Total Professional Services Division operating expenses as a percentage of division revenues increased to 86.6% for the quarter, from 76.4% in the third quarter of 2010. Previous investments made in DiscoverReady and negative operating leverage at NDeX were the primary reasons for the increase. The increase in third quarter operating expenses as a percentage of revenue was partially offset by higher margins at ACT.

Business Information Division Results

The Business Information Division publishes print and electronic 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 21 geographic markets across the United States.

Business Information Division revenues for the third quarter of 2011 were $19.9 million, a 10.1% decrease from $22.1 million in the third quarter of 2010. The addition of DataStream in December 2010 and Federal News Service in August 2010 helped somewhat offset significant weakness in public notice advertising. The company believes that a majority of the weakness in public notice is related to ongoing delays from large mortgage servicers that are deferring foreclosures as previously described.

Total operating expenses within the Business Information Division rose 5.4% to $18.3 million from the third quarter of 2010, due primarily to the additional operating costs associated with the acquisitions of DataStream and Federal News Service. However, total operating expenses from pre-existing business decreased $1.4 million on a year-over-year basis. For the third quarter of 2011, direct operating expenses increased 8.3% to $7.8 million while selling, general and administrative expenses for the division were up 0.3% to $9.0 million.

- 4 -

Balance Sheet and Liquidity

As of September 30, 2011, the company held $2.1 million of cash and cash equivalents, compared to $4.9 million at the end of 2010. During the third quarter of 2011, the company generated $9.7 million of cash from operating activities and $7.4 million of free cash flow, which is defined as net cash provided by operating activities minus capital expenditures. Quarterly capital expenditures were $2.3 million. Days sales outstanding were 97.8 days for the third quarter of 2011, which was up from 85.0 days in the third quarter of last year. DSO increased primarily from a slowdown of payments received from NDeX law firm customers as they experience delays in the foreclosure process and taking files to sale.

Total debt outstanding at the end of the third quarter was $187.7 million, of which $46.3 million was under a term loan facility. Net debt was $185.6 million, up $51.3 million from the end of 2010 due primarily to the acquisition of ACT. At September 30, 2011, the combined weighted-average interest rate on the company’s credit facilities was 2.9%. The leverage ratio at the end of the quarter was 2.6 times total debt to trailing twelve month pro forma adjusted EBITDA, up from 1.5 times as of December 31, 2010. We are within our 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 net income attributable to The Dolan Company 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; non-controlling interest; and distributions paid to holders of non-controlling interest;

• Cash earnings, defined as GAAP net income attributable to The Dolan Company adjusted for the impact of the following: non-cash expenses, including non-cash interest income or expense related to the changes in the fair value of interest rate swaps, charges for stock options and restricted stock granted, fair value adjustments on earnouts recorded in connection with acquisitions, and amortization; certain non-recurring items of income or expense; and an adjustment to income tax expense related to the above reconciling items at the appropriate then-in-effect tax rate;

• 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.

- 5 -

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 net income attributable to The Dolan Company to adjusted EBITDA (in thousands):

	Three Months Ended
	September 30,
	2011			2010
Net income attributable to The Dolan Company	$	3,089		$	9,040
Interest expense, net		1,744			1,361
Income tax expense		2,558			5,545
Amortization of intangibles		4,939			3,981
Depreciation expense		2,104			2,413
Amortization of Detroit Legal News Publishing intangible		377			377
Non-cash compensation expense		1,007			972
Non-cash fair value adjustment on earnouts recorded in connection with acquisitions		253			294
Non-recurring income		107			(197	)
Non-controlling interest		217			681
Cash distribution to holders of non-controlling interest		(91	)		(313	)
Adjusted EBITDA	$	16,304		$	24,154

- 6 -

The following is a reconciliation of net income attributable to The Dolan Company to cash earnings and cash earnings per diluted share (in thousands, except share and per share data):

	Three Months Ended
	September 30,
	2011			2010
Net income attributable to The Dolan Company	$	3,089		$	9,040
Non-cash interest income related to the change in fair value of interest rate swaps		—			(228	)
Non-cash compensation expense		1,007			972
Non-cash fair value adjustment on earnouts recorded in connection with acquisitions		253			294
Amortization of intangibles		4,939			3,981
Amortization of Detroit Legal News Publishing intangible		377			377
Non-recurring income		107			(197	)
Adjustment to income tax expense related to reconciling items at effective tax rate		(2,673	)		(1,887	)
Cash earnings	$	7,099		$	12,352
Net income attributable to The Dolan Company per diluted share (GAAP)	$	0.10		$	0.30
Change in redeemable non-controlling interest		0.09			(0.01	)
Net income attributable to The Dolan Company common stockholders per diluted share (GAAP)	$	0.19		$	0.29
Cash earnings per diluted share	$	0.24		$	0.41
Weighted average diluted shares outstanding		30,208,472			30,316,660

Conference Call

The company has scheduled a conference call for November 2, 2011, at 8:30 a.m. U.S. Eastern Daylight Time (7:30 a.m. U.S. Central Daylight Time). The dial-in number is (888) 517-2513, passcode 7919 254#. The call will be hosted by James P. Dolan, chairman, chief executive officer and president; 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 third quarter conference call will be available through the investor relations section of the company 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 Web site for a period of 21 days after the call.

- 7 -

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,” “convinced,” “continue,” “to come,” “will,” “may,” “estimate,” “assume,” “pursue,” “outlook” 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 for mortgage default files 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 voluntary halts or moratoria by servicers or lenders, as well as governmental investigations, enforcement actions, litigation and court orders, may have an adverse effect on our mortgage default processing services and public notice operations; growing 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; we depend on our senior management team and other key leaders of our business segments, and the operation and growth of our business may be negatively impacted if we lose any of their services; revenues of our subsidiary NDeX and our subsidiary DiscoverReady have been very concentrated among a few customers, thus the loss of business from these 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, 2010, filed with the SEC on March 11, 2011. We undertake no obligation to update any forward-looking statements in light of new information or future events.

FOR IMMEDIATE RELEASE
Contact Robert J. Evans, Director of Investor Relations
(612) 317-9430
Bob.evans@thedolancompany.com

- 8 -

The Dolan Company
Condensed Consolidated Balance Sheets
(in thousands, except share data)

	September 30,			December 31,
	2011			2010
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	2,115		$	4,862
Accounts receivable, including unbilled services (net of allowances for doubtful accounts of $1,190 and $1,578 as of September 30, 2011, and December 31, 2010, respectively)		80,788			59,801
Unbilled pass-through costs		5,197			7,140
Prepaid expenses and other current assets		4,943			4,186
Income tax receivable		—			4,183
Total current assets		93,043			80,172
Account receivables, long-term		2,729			—
Investments		11,881			13,808
Property and equipment, net		19,948			17,333
Finite-life intangible assets, net		220,463			195,959
Indefinite-lived intangible assets		287,696			225,373
Other assets		2,702			3,143
Total assets	$	638,462		$	535,788
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt	$	7,834		$	7,578
Accounts payable		20,027			15,589
Accrued pass-through liabilities		9,557			18,271
Accrued compensation		7,640			5,409
Accrued liabilities		5,780			5,537
Due to sellers of acquired businesses		29,450			3,943
Deferred revenue		20,882			21,689
Total current liabilities		101,170			78,016
Long-term debt, less current portion		179,890			131,568
Deferred income taxes		10,866			7,794
Other liabilities		6,159			5,939
Due to sellers of acquired businesses		32,383			7,033
Total liabilities		330,468			230,350
Redeemable noncontrolling interest		14,232			26,580
Commitments and contingencies
Stockholders’ equity
Common stock, $0.001 par value; authorized: 70,000,000 shares; outstanding: 30,578,999 and 30,511,408 shares as of September 30, 2011, and December 31, 2010, 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)		(1,427	)		(1,298	)
Additional paid-in capital		292,045			286,148
Retained earnings (accumulated deficit)		3,114			(6,022	)
Total stockholders’ equity		293,762			278,858
Total liabilities and stockholders’ equity	$	638,462		$	535,788

- 9 -

The Dolan Company
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Revenues
Professional Services	$	55,402		$	56,337		$	155,775		$	168,817
Business Information		19,892			22,122			61,507			65,829
Total revenues		75,294			78,459			217,282			234,646
Operating expenses
Direct operating: Professional Services		25,416			22,790			71,854			68,841
Direct operating: Business Information		7,832			7,229			24,543			21,769
Selling, general and administrative		27,671			26,758			82,273			77,585
Amortization		4,939			3,981			13,822			11,947
Depreciation		2,104			2,413			5,841			7,872
Total operating expenses		67,962			63,171			198,333			188,014
Equity in earnings of affiliates		383			1,142			1,572			3,654
Operating income		7,715			16,430			20,521			50,286
Non-operating income (expense)
Interest expense, net of interest income		(1,744	)		(1,589	)		(4,717	)		(4,939	)
Non-cash interest income related to interest rate swaps		—			228			286			893
Other (expense) income		(107	)		197			287			197
Total non-operating expense		(1,851	)		(1,164	)		(4,144	)		(3,849	)
Income before income taxes		5,864			15,266			16,377			46,437
Income tax expense		(2,558	)		(5,545	)		(6,637	)		(17,208	)
Net income		3,306			9,721			9,740			29,229
Less: Net income attributable to redeemable noncontrolling interests		(217	)		(681	)		(604	)		(2,400	)
Net income attributable to The Dolan Company	$	3,089		$	9,040		$	9,136		$	26,829
Earnings per share — basic and diluted:
Net income attributable to The Dolan Company	$	0.10		$	0.30		$	0.30		$	0.89
Decrease (increase) in redeemable noncontrolling interest in NDeX		0.09			(0.01	)		0.17			0.03
Net income attributable to The Dolan Company common stockholders	$	0.19		$	0.29		$	0.47		$	0.92
Weighted average shares outstanding:
Basic		30,141,832			30,174,798			30,125,979			30,139,681
Diluted		30,208,472			30,316,660			30,218,680			30,296,544

- 10 -

The Dolan Company
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Cash flows from operating activities
Net income	$	3,306		$	9,721		$	9,740		$	29,229
Distributions received from The Detroit Legal News Publishing, LLC		1,400			1,400			3,500			4,900
Distributions paid to holders of noncontrolling interests		(91	)		(313	)		(566	)		(1,374	)
Gain on sale of investment		—			(197	)		(394	)		(197	)
Non-cash operating activities:
Amortization		4,939			3,981			13,822			11,947
Depreciation		2,104			2,413			5,841			7,872
Equity in earnings of affiliates		(383	)		(1,142	)		(1,572	)		(3,654	)
Stock-based compensation expense		1,007			972			3,041			2,330
Deferred income taxes		258			(463	)		286			(463	)
Change in value of interest rate swap		—			(228	)		(286	)		(893	)
Amortization of debt issuance costs		94			80			280			244
Non-cash fair value adjustment on earnouts recorded in connection with acquisitions		253			294			610			882
Changes in operating assets and liabilities, net of effects of business combinations:
Accounts receivable and unbilled pass-through costs		(4,643	)		(4,925	)		(9,494	)		(6,958	)
Prepaid expenses and other current assets		796			(1,326	)		3,995			(1,271	)
Other assets		97			342			97			360
Accounts payable and accrued liabilities		504			(211	)		(4,751	)		(816	)
Deferred revenue and other liabilities		32			2,254			(660	)		1,884
Net cash provided by operating activities		9,673			12,652			23,489			44,022
Cash flows from investing activities
Acquisitions and investments		(61,994	)		(2,472	)		(67,065	)		(2,587	)
Capital expenditures		(2,255	)		(2,685	)		(6,168	)		(6,011	)
Escrow payment received on sale of investment		0			197			394			197
Other		75			—			77			—
Net cash used in investing activities		(64,174	)		(4,960	)		(72,762	)		(8,401	)
Cash flows from financing activities
Net borrowings (payments) on senior revolving note		55,300			—			54,000			(8,000	)
Payments on senior long-term debt		(1,250	)		(3,550	)		(3,750	)		(9,775	)
Payments on unsecured notes payable		(609	)		(1,410	)		(1,802	)		(10,986	)
Payments for repurchase of common stock		—			—			(1,691	)		—
Proceeds from stock option exercises		—			—			—			20
Other		(130	)		(102	)		(231	)		(202	)
Net cash provided by (used in) financing activities		53,311			(5,062	)		46,526			(28,943	)
Net change in cash and cash equivalents		(1,190	)		2,630			(2,747	)		6,678
Cash and cash equivalents at beginning of the period		3,305			6,942			4,862			2,894
Cash and cash equivalents at end of the period	$	2,115		$	9,572			2,115			9,572

- 11 -