Business Combinations
6 Months Ended
Jun. 30, 2012
Business Combinations [Abstract]  
Business Combinations

Note 3. Business Combinations

 

Management is responsible for determining the fair value of the assets acquired and liabilities assumed at the acquisition date. The fair values of the assets acquired and liabilities assumed represent management's estimate of fair values. Management determines valuations through a combination of methods, which include discounted cash flow models, outside valuations and appraisals and market conditions. The results of the business combinations are included in the accompanying consolidated statement of operations from the respective transaction dates forward.

 

Acquisition of ACT Litigation Services, Inc.: On July 25, 2011, the Company, through DiscoverReady, completed the acquisition of substantially all of the assets of ACT Litigation Services, Inc. (“ACT”), and as such, the results of ACT's operations are included in the Company's financial statements from that date forward. The acquisition included certain earnout payments, which management estimates at each reporting date. In the second quarter of 2012, the Company made net payments of $13.7 million related to earnouts. Additionally, the majority of the remaining balance of the earnout payable was converted in the second quarter of 2012 to a note payable, due in March 2013, and is subject to further adjustment based on certain revenue targets for 2012. In the second quarter of 2012, management revised its estimates relating to the earnouts expected to be paid to a balance of $1.4 million at June 30, 2012, resulting in a $10.1 million reduction to the earnout liability. Such amount was recorded within operations in fair value and other adjustments on earnout liabilities. The Company has determined that the earnout liability is a Level 3 fair value measurement within the FASB's fair value hierarchy, and such liability is adjusted to fair value at each reporting date, with the adjustment reflected in fair value adjustments on earnout liabilities. See Note 5 for information pertaining to changes in the fair value of this liability during the three and six months ended June 30, 2012. Additionally, during the second quarter, management recorded a retrospective adjustment of $2.1 million to reduce goodwill and the initial earnout liability estimate recorded at the acquisition date.

 

Pro Forma Information:   Actual results of operations reflecting the equity interests and assets acquired in 2011 are included in the unaudited condensed consolidated interim financial statements from the dates of the applicable business combination. The unaudited pro forma condensed consolidated statement of operations of the Company, set forth below, gives effect to the Company's 2011 acquisitions of ACT and noncontrolling interest in DiscoverReady, using the purchase method as if they occurred on January 1, 2011. These amounts are not necessarily indicative of the consolidated results of operations for future years or actual results that would have been realized had the business combinations occurred as of the beginning of each such year (in thousands, except per share data):

  Pro Forma
  Three Months Ended Six Months Ended
  June 30, June 30,
  2011 2011
Total revenues$77,470 $158,410
Net income attributable to The Dolan Company 3,348  7,855
Net income attributable to The Dolan Company per share - basic and      
 diluted$0.11 $0.26
Actual/Pro forma weighted average shares outstanding:     
 Basic 30,107  30,118
 Diluted 30,211  30,252