DAILY JOURNAL CORP - Quarter Report: 2007 June (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF
1934
|
For
the
quarterly period ended June 30, 2007
or
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the
transition period from _______________ to _____________________
Commission
File Number 0-14665
DAILY
JOURNAL CORPORATION
(Exact
name of registrant as specified in its charter)
South
Carolina
|
95-4133299
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
915
East First Street
|
|
Los
Angeles, California
|
90012-4050
|
(Address
of principal executive offices)
|
(Zip
code)
|
(213)
229-5300
(Registrant's
telephone number, including area code)
None
(Former
name, former address and former fiscal year, if changed since last
report)
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:
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one)
Large
Accelerated Filer: o
|
Accelerated
Filer: o
|
Non-accelerated
Filer: x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes: o
No: x
Indicate
the number of shares outstanding of each of the issuer's classes of common
stock
as of the latest practicable date.
Class
|
Outstanding
at July 31, 2007
|
|
Common
Stock, par value $ .01 per share
|
1,500,299
shares
|
Page
1 of
15
DAILY
JOURNAL CORPORATION
INDEX
Page
Nos.
|
|||
PART
I Financial Information
|
|||
3
|
|||
4
|
|||
5
|
|||
6
|
|||
7
|
|||
10
|
|||
13
|
|||
13
|
|||
Part
II Other Information
|
|||
14
|
|||
15
|
PART
I
Item
1. FINANCIAL STATEMENTS
DAILY
JOURNAL CORPORATION
CONSOLIDATED
BALANCE SHEETS
June
30
2007
|
September
30
2006
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash
and cash equivalents
|
$ |
761,000
|
$ |
617,000
|
||||
U.S.
Treasury Notes and Bills
|
13,273,000
|
8,953,000
|
||||||
Accounts
receivable, less allowance for doubtful accounts of $200,000 at June
30,
2007 and September 30, 2006
|
5,088,000
|
4,490,000
|
||||||
Inventories
|
31,000
|
46,000
|
||||||
Prepaid
expenses and other assets
|
216,000
|
132,000
|
||||||
Deferred
income taxes
|
1,665,000
|
1,710,000
|
||||||
Total
current assets
|
21,034,000
|
15,948,000
|
||||||
Property,
plant and equipment, at cost
|
||||||||
Land,
buildings and improvements
|
12,942,000
|
12,922,000
|
||||||
Furniture,
office equipment and computer software
|
3,486,000
|
3,868,000
|
||||||
Machinery
and equipment
|
1,942,000
|
1,907,000
|
||||||
18,370,000
|
18,697,000
|
|||||||
Less
accumulated depreciation
|
(6,962,000 | ) | (6,780,000 | ) | ||||
11,408,000
|
11,917,000
|
|||||||
U.S.
Treasury Notes
|
6,095,000
|
6,977,000
|
||||||
Deferred
income taxes
|
1,083,000
|
861,000
|
||||||
$ |
39,620,000
|
$ |
35,703,000
|
|||||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
||||||||
Current
liabilities
|
||||||||
Accounts
payable
|
$ |
4,333,000
|
$ |
4,156,000
|
||||
Accrued
liabilities
|
2,933,000
|
2,459,000
|
||||||
Income
taxes
|
1,177,000
|
382,000
|
||||||
Notes
payable – current portion
|
205,000
|
197,000
|
||||||
Deferred
subscription revenue and other revenues
|
6,427,000
|
6,493,000
|
||||||
Total
current liabilities
|
15,075,000
|
13,687,000
|
||||||
Long
term liabilities
|
||||||||
Accrued
liabilities
|
1,510,000
|
1,030,000
|
||||||
Notes
payable
|
3,857,000
|
4,011,000
|
||||||
Total
long term liabilities
|
5,367,000
|
5,041,000
|
||||||
Commitments
and contingencies (Notes 7 and 8)
|
---
|
---
|
||||||
Shareholders'
equity
|
||||||||
Preferred
stock, $.01 par value, 5,000,000 shares authorized and no shares
issued
|
---
|
---
|
||||||
Common
stock, $.01 par value, 5,000,000 shares authorized; 1,500,299 and
1,500,485 shares, at June 30, 2007 and September 30, 2006, respectively,
outstanding
|
15,000
|
15,000
|
||||||
Additional
paid-in capital
|
1,907,000
|
1,908,000
|
||||||
Retained
earnings
|
18,162,000
|
15,958,000
|
||||||
Less
47,445 treasury shares, at June 30, 2007 and September 30, 2006,
at
cost
|
(906,000 | ) | (906,000 | ) | ||||
Total
shareholders' equity
|
19,178,000
|
16,975,000
|
||||||
$ |
39,620,000
|
$ |
35,703,000
|
See
accompanying Notes to Consolidated Financial Statements.
DAILY
JOURNAL CORPORATION
CONSOLIDATED
STATEMENTS OF INCOME
(Unaudited)
Three
months
ended
June 30
|
||||||||
2007
|
2006
|
|||||||
Revenues
|
||||||||
Advertising
|
$ |
5,155,000
|
$ |
4,521,000
|
||||
Circulation
|
2,245,000
|
2,280,000
|
||||||
Information
systems and services
|
904,000
|
758,000
|
||||||
Advertising
service fees and other
|
851,000
|
764,000
|
||||||
9,155,000
|
8,323,000
|
|||||||
Costs
and expenses
|
||||||||
Salaries
and employee benefits
|
4,368,000
|
4,170,000
|
||||||
Newsprint
and printing expenses
|
560,000
|
612,000
|
||||||
Other
outside services
|
843,000
|
931,000
|
||||||
Postage
and delivery expenses
|
424,000
|
438,000
|
||||||
Depreciation
and amortization
|
268,000
|
234,000
|
||||||
Other
general and administrative expenses
|
861,000
|
961,000
|
||||||
7,324,000
|
7,346,000
|
|||||||
Income
from operations
|
1,831,000
|
977,000
|
||||||
Other
income and (expense)
|
||||||||
Interest
income
|
223,000
|
154,000
|
||||||
Interest
expense
|
(90,000 | ) | (88,000 | ) | ||||
Income
before taxes
|
1,964,000
|
1,043,000
|
||||||
Provision
for income taxes
|
790,000
|
440,000
|
||||||
Net
income
|
$ |
1,174,000
|
$ |
603,000
|
||||
Weighted
average number of common shares outstanding - basic and
diluted
|
1,452,862
|
1,453,120
|
||||||
Basic
and diluted net income per share
|
$ |
.81
|
$ |
.41
|
See
accompanying Notes to Consolidated Financial Statements.
DAILY
JOURNAL CORPORATION
CONSOLIDATED
STATEMENTS OF INCOME
(Unaudited)
Nine
months
ended
June 30
|
||||||||
2007
|
2006
|
|||||||
Revenues
|
||||||||
Advertising
|
$ |
14,017,000
|
$ |
12,775,000
|
||||
Circulation
|
6,752,000
|
6,938,000
|
||||||
Information
systems and services
|
2,777,000
|
2,380,000
|
||||||
Advertising
service fees and other
|
2,512,000
|
2,192,000
|
||||||
26,058,000
|
24,285,000
|
|||||||
Costs
and expenses
|
||||||||
Salaries
and employee benefits
|
13,077,000
|
12,510,000
|
||||||
Newsprint
and printing expenses
|
1,602,000
|
1,703,000
|
||||||
Other
outside services
|
2,503,000
|
2,749,000
|
||||||
Postage
and delivery expenses
|
1,200,000
|
1,262,000
|
||||||
Depreciation
and amortization
|
741,000
|
648,000
|
||||||
Other
general and administrative expenses
|
2,544,000
|
2,674,000
|
||||||
21,667,000
|
21,546,000
|
|||||||
Income
from operations
|
4,391,000
|
2,739,000
|
||||||
Other
income and (expense)
|
||||||||
Interest
income
|
623,000
|
413,000
|
||||||
Interest
expense
|
(334,000 | ) | (240,000 | ) | ||||
Income
before taxes
|
4,680,000
|
2,912,000
|
||||||
Provision
for income taxes
|
2,470,000
|
1,265,000
|
||||||
Net
income
|
$ |
2,210,000
|
$ |
1,647,000
|
||||
Weighted
average number of common shares outstanding - basic and
diluted
|
1,452,934
|
1,453,134
|
||||||
Basic
and diluted net income per share
|
$ |
1.52
|
$ |
1.13
|
See
accompanying Notes to Consolidated Financial Statements.
DAILY
JOURNAL CORPORATION
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine
months
ended
June 30
|
||||||||
2007
|
2006
|
|||||||
Cash
flows from operating activities
|
||||||||
Net
income
|
$ |
2,210,000
|
$ |
1,647,000
|
||||
Adjustments
to reconcile net income to net cash provided by operations
|
||||||||
Depreciation
and amortization
|
741,000
|
648,000
|
||||||
Deferred
income taxes
|
(177,000 | ) |
229,000
|
|||||
Discount
earned on U.S. Treasury Bills
|
(80,000 | ) | (102,000 | ) | ||||
Changes
in assets and liabilities
|
||||||||
(Increase)
decrease in current assets
|
||||||||
Accounts
receivable, net
|
(598,000 | ) |
154,000
|
|||||
Inventories
|
15,000
|
15,000
|
||||||
Prepaid
expenses and other assets
|
(84,000 | ) | (14,000 | ) | ||||
Increase
(decrease) in current liabilities
|
||||||||
Accounts
payable
|
177,000
|
641,000
|
||||||
Accrued
liabilities
|
954,000
|
100,000
|
||||||
Income
taxes
|
795,000
|
(676,000 | ) | |||||
Deferred
subscription and other revenues
|
(66,000 | ) | (352,000 | ) | ||||
Cash
provided by operating activities
|
3,887,000
|
2,290,000
|
||||||
Cash
flows from investing activities
|
||||||||
Purchases
of U.S. Treasury Notes and Bills
|
(9,851,000 | ) | (9,605,000 | ) | ||||
Maturities
and sales of U.S. Treasury Notes and Bills
|
6,493,000
|
8,496,000
|
||||||
Purchases
of property, plant and equipment, net
|
(232,000 | ) | (701,000 | ) | ||||
Net
cash used for investing activities
|
(3,590,000 | ) | (1,810,000 | ) | ||||
Cash
flows from financing activities
|
||||||||
Payment
of loan principals
|
(146,000 | ) | (121,000 | ) | ||||
Purchase
of common stock
|
(7,000 | ) | (1,000 | ) | ||||
Cash
used for financing activities
|
(153,000 | ) | (122,000 | ) | ||||
Increase
in cash and cash equivalents
|
144,000
|
358,000
|
||||||
Cash
and cash equivalents
|
||||||||
Beginning
of period
|
617,000
|
471,000
|
||||||
End
of period
|
$ |
761,000
|
$ |
829,000
|
||||
Interest
paid during period
|
$ |
215,000
|
$ |
202,000
|
See
accompanying Notes to Consolidated Financial Statements.
DAILY
JOURNAL CORPORATION
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note
1 -
The Corporation and Operations
The
Daily
Journal Corporation (the “Company”) publishes newspapers and web sites covering
California, Arizona and Nevada, as well as the California Lawyer and 8-K
magazines, and produces several specialized information services. Sustain
Technologies, Inc. (“Sustain”), a 93% owned subsidiary as of June 30, 2007, has
been consolidated since it was acquired in January
1999. Sustain supplies case management software systems and
related products to courts and other justice agencies, including district
attorney offices and administrative law organizations. These courts
and agencies use the Sustain family of products to help manage cases and
information electronically and to interface with other critical justice
partners. Sustain’s products are designed to help users manage
electronic case files from inception to disposition, including all aspects
of
calendaring and accounting, report and notice generation, the implementation
of
standards and business rules and other corollary functions. Essentially all
of
the Company’s operations are based in California, Arizona, Colorado and
Nevada.
Note
2 -
Basis of Presentation
In
the
opinion of the Company, the accompanying interim unaudited consolidated
financial statements contain all adjustments (consisting of normal recurring
accruals) considered necessary for a fair statement of its financial position
as
of June 30, 2007, the results of operations for the three- and nine-month
periods ended June 30, 2007 and 2006 and its cash flows for the nine months
ended June 30, 2007 and 2006. The results of operations for the three and nine
months ended June 30, 2007 and 2006 are not necessarily indicative of the
results to be expected for the full year.
The
consolidated financial statements included herein have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included
in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate
to
make the information presented not misleading. These financial statements should
be read in conjunction with the financial statements and the notes thereto
included in the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2006.
Certain
reclassifications of previously reported amounts have been made to conform
to
the current year’s presentation.
Note
3 -
Basic and Diluted Income Per Share
The
Company does not have any common stock equivalents, and therefore the basic
and
diluted income per share are the same.
Note
4 -
Operating Segments
Summarized
financial information concerning the Company’s reportable segments is shown in
the following table:
Reportable
Segments
|
Total
Results
|
|||||||||||
Traditional
Business
|
Sustain
|
for
both
Segments
|
||||||||||
Nine
months ended June 30, 2007
|
||||||||||||
Revenues
|
$ |
23,281,000
|
$ |
2,777,000
|
$ |
26,058,000
|
||||||
Income
(loss) before taxes
|
5,168,000
|
(488,000 | ) |
4,680,000
|
||||||||
Total
assets
|
36,918,000
|
2,702,000
|
39,620,000
|
|||||||||
Capital
expenditures
|
211,000
|
21,000
|
232,000
|
|||||||||
Depreciation
and amortization
|
715,000
|
26,000
|
741,000
|
|||||||||
Income
tax benefit (provision)
|
(2,665,000 | ) |
195,000
|
(2,470,000 | ) | |||||||
Net
income (loss)
|
2,503,000
|
(293,000 | ) |
2,210,000
|
||||||||
Nine
months ended June 30, 2006
|
||||||||||||
Revenues
|
$ |
21,905,000
|
$ |
2,380,000
|
$ |
24,285,000
|
||||||
Income
(loss) before taxes
|
4,088,000
|
(1,176,000 | ) |
2,912,000
|
||||||||
Total
assets
|
32,410,000
|
2,664,000
|
35,074,000
|
|||||||||
Capital
expenditures
|
666,000
|
35,000
|
701,000
|
|||||||||
Depreciation
and amortization
|
618,000
|
30,000
|
648,000
|
|||||||||
Income
tax benefit (provision)
|
(1,735,000 | ) |
470,000
|
(1,265,000 | ) | |||||||
Net
income (loss)
|
2,353,000
|
(706,000 | ) |
1,647,000
|
||||||||
Three
months ended June 30, 2007
|
||||||||||||
Revenues
|
$ |
8,251,000
|
$ |
904,000
|
$ |
9,155,000
|
||||||
Income
(loss) before taxes
|
2,173,000
|
(209,000 | ) |
1,964,000
|
||||||||
Total
assets
|
36,918,000
|
2,702,000
|
39,620,000
|
|||||||||
Capital
expenditures
|
-
|
12,000
|
12,000
|
|||||||||
Depreciation
and amortization
|
258,000
|
10,000
|
268,000
|
|||||||||
Income
tax benefit (provision)
|
(875,000 | ) |
85,000
|
(790,000 | ) | |||||||
Net
income (loss)
|
1,298,000
|
(124,000 | ) |
1,174,000
|
||||||||
Three
months ended June 30, 2006
|
||||||||||||
Revenues
|
$ |
7,565,000
|
$ |
758,000
|
$ |
8,323,000
|
||||||
Income
(loss) before taxes
|
1,520,000
|
(477,000 | ) |
1,043,000
|
||||||||
Total
assets
|
32,410,000
|
2,664,000
|
35,074,000
|
|||||||||
Capital
expenditures
|
165,000
|
10,000
|
175,000
|
|||||||||
Depreciation
and amortization
|
224,000
|
10,000
|
234,000
|
|||||||||
Income
tax benefit (provision)
|
(630,000 | ) |
190,000
|
(440,000 | ) | |||||||
Net
income (loss)
|
890,000
|
(287,000 | ) |
603,000
|
Note
5 -
Revenue Recognition
Proceeds
from the sale of subscriptions for newspapers, court rule books and other
publications and other services are recorded as deferred revenue and are
included in earned revenue only when the services are provided, generally over
the subscription or lease term. Advertising revenues are recognized
when advertisements are published and are net of commissions.
The
Company recognizes revenues from both the lease and sale of software
products. Revenues from leases of software products are recognized
over the life of the lease while revenues from software product sales are
recognized normally upon delivery, installation or acceptance pursuant to a
signed agreement. Revenues from annual maintenance contracts
generally call for the Company to provide software updates and upgrades to
customers and are recognized ratably over the maintenance
period. Consulting and other services are recognized as performed or
upon acceptance by the customers.
Note
6 -
Income Taxes
On
a
pretax profit of $2,912,000 for the nine months ended June 30, 2006, the Company
recorded a tax provision of $1,265,000, which included an adjustment to the
prior tax carry-forwards. On a pretax profit of $4,680,000 for
the nine months ended June 30, 2007, the Company recorded a tax provision of
$2,470,000. This amount includes a reserve for research and
development tax credits claimed by the Company in prior years. The
Internal Revenue Service is currently auditing the credits claimed by the
Company in prior year tax filings, and their proposed assessment, if upheld,
would result in disallowance of $700,000 of previously claimed
credits. The Company is continuing to contest the issue, and the
ultimate resolution of this dispute cannot be ascertained at this
time.
In
July
2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
Income Taxes (an interpretation of FASB Statement No. 109), which was
effective for fiscal years beginning after December 15, 2006 with earlier
adoption encouraged. This interpretation was issued to clarify the accounting
for uncertainty in income taxes recognized in the financial statements by
prescribing a recognition threshold and measurement attribute for the financial
statements recognition and measurement of a tax position taken or expected
to be
taken in a tax return. This interpretation is effective beginning on October
1,
2007, and is not expected to have a significant impact on the Company’s results
of operations, cash flows or financial position.
Note
7 -
Debt and Commitments
The
Company owns its facilities in Los Angeles and leases space for its other
offices under operating leases, which expire at various dates through
2010. The Company is responsible for a portion of maintenance,
insurance and property tax expenses relating to certain leased
property. Rental expenses for comparable nine-month periods ended
June 30, 2007 and 2006 were $461,000 and $465,000, respectively.
As
of
June 30, 2007, the Company had two real estate loans. One of
$1,419,000, which bears a fixed interest rate of 6.84%, is repayable in equal
monthly installments of about $18,000 through 2016. Another of
$2,643,000, which bears a fixed interest rate of 6.84%, is repayable in equal
monthly installments of about $22,000 through 2024. Each loan is
secured by one of the Company’s two buildings in Los Angeles and can be paid off
without prepayment penalty.
Note
8 -
Contingencies and Subsequent Event
Subsequent
to the end of the Company's fiscal third quarter, the Company reversed a reserve
of $2,975,000 that had been established with respect to a possible collection
action by an outside service provider that never materialized. The outside
service provider was engaged by Sustain in 2000 to develop a new version of
Sustain's case management software system, but its work was terminated as a
result of serious flaws and long delays.
Sustain
received a letter in April 2003 from counsel to the Ontario, Canada Ministry
of
the Solicitor General, Ministry of Public Safety and Security and Ministry
of
the Attorney General (collectively, the “Ministries”). The Ministries
had entered into a contract with Sustain, dated as of April 22, 1999 (the
“Contract”), pursuant to which the Ministries sought to license the software
product that was to be developed by the outside service provider referred to
above. The Contract was formally terminated in June
2002. The letter from counsel purported to invoke the dispute
resolution process set forth in the Contract and claimed damages in the amount
of $20 million. Counsel for Sustain and counsel for the Ministries
engaged in preliminary discussions with respect to this matter, and the dispute
resolution process set forth in the Contract was not
utilized. Counsel for Sustain last communicated with counsel for the
Ministries by a letter sent in April 2003. At this point, management
is unable to determine whether this matter will have a material adverse effect
on Sustain and the Company.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
Revenues
were $26,058,000 and $24,285,000 for the nine months ended June 30, 2007 and
2006, respectively. This increase of $1,773,000 (7%) was primarily
attributed to an increase in (i) public notice advertising revenues and (ii)
Sustain’s consulting revenues, partially offset by decreased commercial
advertising and circulation revenues. (Revenues were $9,155,000 and
$8,323,000 for the three months ended June 30, 2007 and 2006,
respectively.)
Public
notice advertising revenues increased by $1,621,000 primarily resulting from
an
increase in trustee foreclosure sales in California and Arizona. The
Company's smaller newspapers, those other than the Los Angeles and San Francisco
Daily Journals ("The Daily Journals"), accounted for about 92% of the total
public notice advertising revenues. Public notice advertising
revenues and related advertising and other service fees constituted about 33%
of
the Company's total revenues. Display advertising revenues decreased
by $59,000, and classified advertising revenues decreased by
$336,000.
Total
circulation revenues decreased by $186,000, including about $32,000 for the
Daily Journals. This is fairly consistent with recent
trends. The Daily Journals accounted for about 77% of the
Company's total circulation revenues. The court rule and judicial
profile services generated about 14% of the total circulation revenues, with
the
other newspapers and services accounting for the balance. Information
system and service revenues increased by $397,000 (17%) primarily because of
an
increase in Sustain’s consulting revenues. The Company’s revenues
derived from Sustain’s operations constituted about 11% and 10% of the Company’s
total revenues for the nine months ended June 30, 2007 and 2006,
respectively. Other revenues increased primarily because of
additional small print jobs for governmental agencies.
Costs
and
expenses increased by $121,000 (1%) to $21,667,000 from
$21,546,000. Total personnel costs increased by $567,000 (5%) to
$13,077,000. Newsprint and printing expenses declined by $101,000
(6%) primarily because of decreased outside printing costs for the
magazines. Depreciation and amortization expenses increased by
$93,000 (14%) mainly due to the amortization of the editorial/advertising
software installed last year. (Costs and expenses were $7,324,000 and $7,346,000
for the three months ended June 30, 2007 and 2006, respectively.)
The
Company’s expenditures for the development of new Sustain software products are
highly significant and will materially impact overall results at least through
fiscal 2007. These costs are expensed as incurred until technological
feasibility of the product has been established, at which time such costs are
capitalized, subject to expected recovery. Sustain’s internal
development costs, which are primarily incremental costs for both employees
and
outside contractors, aggregated $993,000 and $1,157,000 for the nine months
ended June 30, 2007 and 2006, respectively. If Sustain’s internal
development programs are not successful, they will significantly and adversely
impact the Company’s ability to maximize its existing investment in the Sustain
software, to service its existing customers, and to compete for new
opportunities in the case management software business.
The
Company’s traditional business segment pretax profit increased by $1,080,000
(26%) from $4,088,000 to $5,168,000 primarily resulting from increased public
notice advertising revenues, partially offset by decreased commercial
advertising and circulation revenues. Sustain’s business segment
pretax loss decreased $688,000 (59%) from $1,176,000 to $488,000, primarily
because of increased consulting revenues. Future consulting revenues
are subject to uncertainty because they depend on (i) the timing of the
acceptance of the completed consulting tasks and (ii) the unpredictable needs
of
Sustain’s existing customers and its ability to secure new
customers.
Consolidated
net income was $2,210,000 and $1,647,000 for the nine months ended June 30,
2007
and 2006, respectively. On a pretax profit of $2,912,000 for
the nine months ended June 30, 2006, the Company recorded a tax provision of
$1,265,000, which included an adjustment to the prior tax
carry-forwards. On a pretax profit of $4,680,000 for the nine
months ended June 30, 2007, the Company recorded a tax provision of
$2,470,000. This amount includes a reserve for research and
development tax credits claimed by the Company in prior years. The
Internal Revenue Service is currently auditing the credits claimed by the
Company in prior year tax filings, and their proposed assessment, if upheld,
would result in disallowance of $700,000 of previously claimed
credits. The Company is continuing to contest the issue, and the
ultimate resolution of this dispute cannot be ascertained at this
time. Net income per share increased to $1.52 from
$1.13.
Subsequent
to the end of the Company's fiscal third quarter, the Company reversed a reserve
of $2,975,000 that had been established with respect to a possible collection
action by an outside service provider that never materialized. The outside
service provider was engaged by Sustain in 2000 to develop a new version of
Sustain's case management software system, but its work was terminated as a
result of serious flaws and long delays.
Liquidity
and Capital Resources
During
the nine months ended June 30, 2007, the Company's cash and cash equivalents
and
U.S. Treasury Note and Bill positions increased by $3,582,000. Cash
and cash equivalents were used for the purchase of capital assets of $232,000,
primarily for computer software and equipment and the purchase of the Company’s
common stock of $7,000. The cash provided by operating activities of
$3,887,000 included a net decrease in prepayments for subscriptions and other
revenues of $66,000. Proceeds from the sale of subscriptions from
newspapers, court rule books and other publications and for software licenses
and maintenance and other services are recorded as deferred revenue and are
included in earned revenue only when the services are rendered. Cash
flows from operating activities increased by $1,597,000 for the nine months
ended June 30, 2007 as compared to the prior comparable period primarily due
to
the increases in net income of $563,000, accrued liabilities of $854,000 and
deferred subscription and other revenues of $286,000. As of June 30,
2007, the Company had working capital of $12,386,000 before deducting the
liability for deferred subscription revenues and other revenues of $6,427,000,
which are scheduled to be earned within one year. In addition, the
company had long-term U.S. Treasury Notes of about $6,095,000 at June 30,
2007.
As
of
June 30, 2007, the Company had two real estate loans. One of
$1,419,000, which bears a fixed interest rate of 6.84%, is repayable in equal
monthly installments of about $18,000 through 2016. Another of
$2,643,000, which bears a fixed interest rate of 6.84%, is repayable in equal
monthly installments of about $22,000 through 2024. Each loan is
secured by one of the Company’s two buildings in Los Angeles and can be paid off
without prepayment penalty.
Critical
Accounting Policies
The
Company’s financial statements and accompanying notes are prepared in accordance
with U.S. generally accepted accounting principles. Preparing
financial statements requires management to make estimates and assumptions
that
affect the reported amounts of assets, liabilities, revenues and expenses.
These
estimates and assumptions are affected by management’s application of accounting
policies. Management believes that revenue recognition, accounting for
capitalized software costs and income taxes are critical accounting
policies.
The
Company recognizes revenues from both the lease and sale of software
products. Revenues from leases of software products are recognized
over the life of the lease while revenues from software product sales are
recognized normally upon delivery, installation or acceptance pursuant to a
signed agreement. Revenues from annual maintenance contracts
generally call for the Company to provide software updates and upgrades to
customers and are recognized ratably over the maintenance
period. Consulting and other services are recognized as performed or
upon acceptance by the customers. Proceeds from the sale of subscriptions for
newspapers, court rule books and other publications and other services are
recorded as deferred revenue and are included in earned revenue only when the
services are provided, generally over the subscription or lease
term. Advertising revenues are recognized when advertisements are
published and are net of commissions.
Pursuant
to Statement of Financial Accounting Standards No. 86, Accounting for the
Costs of Computer Software to be Sold, Leased, or Otherwise Marketed, costs
related to the research and development of a new software product are to be
expensed as incurred until the technological feasibility of the product is
established. Accordingly, costs related to the development of new
Sustain software products are expensed as incurred until technological
feasibility has been established, at which time such costs are capitalized,
subject to expected recoverability. In general, “technological feasibility” is
achieved when the developer has established the necessary skills, hardware
and
technology to produce a product and a detailed program design has been (a)
completed, (b) traced to the product specifications and (c) reviewed for
high-risk development issues.
Statement
of Financial Accounting Standards No. 109, Accounting for Income Taxes,
establishes financial accounting and reporting standards for the
effect of
income taxes. The objectives of accounting for income taxes are to
recognize the amount of taxes payable or refundable for the current year and
the
deferred tax liabilities and assets for the future tax consequences of events
that have been recognized in the financial statements or tax
returns. Judgment is required in assessing the future tax
consequences of events that have been recognized in the Company’s financial
statements or tax returns. Fluctuations in the actual outcome of
these future tax consequences could materially impact the Company’s financial
position or its results of operations.
In
July
2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
Income Taxes (an interpretation of FASB Statement No. 109), which was
effective for fiscal years beginning after December 15, 2006 with earlier
adoption encouraged. This interpretation was issued to clarify the accounting
for uncertainty in income taxes recognized in the financial statements by
prescribing a recognition threshold and measurement attribute for the financial
statements recognition and measurement of a tax position taken or expected
to be
taken in a tax return. This interpretation is effective beginning on October
1,
2007, and is not expected to have a significant impact on the Company’s results
of operations, cash flows or financial position.
In
September 2006, the SEC issued Staff Accounting Bulletin No. 108, codified
as
SAB Topic 1.N, Considering the Effects of Prior Year Misstatements When
Quantifying Misstatements in Current Year Financial Statements (“SAB 108”).
SAB 108 describes the approach that should be used to quantify the materiality
of a misstatement and provides guidance for correcting prior year errors. This
interpretation was effective for fiscal years ending on or before November
15,
2006. The adoption of SAB 108 has not had a material impact on
the Company’s consolidated financial statements.
The
above
discussion and analysis should be read in conjunction with the unaudited
consolidated financial statements and the notes thereto included in this
report.
Disclosure
Regarding Forward-Looking Statements
This
Quarterly Report on Form 10-Q includes “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Certain statements
contained in this document, including but not limited to those in “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”, are
“forward-looking” statements that involve risks and uncertainties that may cause
actual future events or results to differ materially from those described in
the
forward-looking statements. Words such as “expects,” “intends,”
“anticipates,” “should,” “believes,” “will,” “plans,” “estimates,” “may,”
variations of such words and similar expressions are intended to identify such
forward-looking statements. We disclaim any intention or obligation
to revise any forward-looking statements whether as a result of new information,
future developments, or otherwise. There are many factors that could
cause actual results to differ materially from those contained in the
forward-looking statements. These factors include, among others:
risks associated with the functionality and resources required for new and
existing case management software projects; the success or failure of Sustain’s
internal software development efforts; Sustain’s reliance on the time and
materials professional services engagement with the California Administrative
Office of the Courts for a substantial portion of its consulting revenues;
the
ultimate resolution, if any, of the dispute with the Ontario, Canada Ministries;
an adverse outcome of the Internal Revenue Service’s audit of our past research
and development tax credits; material changes in the costs of materials; a
further decline in subscriber and classified revenues; an inability to continue
borrowing on current terms; possible changes in tax laws; collectibility of
accounts receivable; potential increases in employee and consultant costs;
attraction, training and retention of employees; changes in accounting guidance;
and competitive factors in both the case management software business and the
publishing business. In addition, such statements could be affected
by general industry and market conditions and growth rates, general economic
conditions (particularly in California) and other factors. Although the Company
believes that the expectations reflected in such forward-looking statements
are
reasonable, it can give no assurance that such expectations will prove to have
been correct. Important factors that could cause actual results to differ
materially from those in the forward-looking statements are disclosed in this
Form 10-Q, including in conjunction with the forward-looking statements
themselves. Additional information concerning factors that could cause actual
results to differ materially from those in the forward-looking statements is
contained from time to time in documents filed by the Company with the
Securities and Exchange Commission, including in Item 1A – “Risk Factors” in the
Company’s Annual Report on Form 10-K for the fiscal year ended September 30,
2006.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
The
Company does not use derivative financial instruments. The Company
does maintain a portfolio of cash equivalents maturing in three months or less
and a portfolio of U.S. Treasury Bills and Notes maturing within three
years. Given the nature of the investments and the fact that the
Company had no outstanding borrowing except for the two real estate loans,
which
bear a fixed interest rate, the Company was not subject to significant interest
rate risk. As of June 30, 2007, the Company had two real estate
loans. One of $1,419,000, which bears a fixed interest rate of 6.84%,
is repayable in equal monthly installments of about $18,000 through
2016. Another of $2,643,000, which bears a fixed interest rate of
6.84%, is repayable in equal monthly installments of about $22,000 through
2024. Each loan is secured by one of the Company’s two buildings in
Los Angeles and can be paid off without prepayment penalty.
CONTROLS
AND PROCEDURES
|
An
evaluation was performed under the supervision and with the participation of
the
Company’s management, including Gerald L. Salzman, its Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation
of
the Company’s disclosure controls and procedures as of June 30,
2007. Based on that evaluation, Mr. Salzman concluded that the
Company’s disclosure controls and procedures are effective in ensuring that
information required to be disclosed by the Company in reports it files or
submits under the Securities Exchange Act of 1934, as amended, is (1) recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the Securities Exchange Commission and (2) accumulated and
communicated to the Company’s management, including Mr. Salzman, in such a way
as to allow timely decisions regarding required disclosure. There
have been no material changes in the Company’s internal controls over financial
reporting or in other factors reasonably likely to affect its internal controls
over financial reporting during the quarter ended June 30, 2007.
PART
II
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
|
ISSUER
PURCHASES OF EQUITY SECURITIES
Period
|
Total
Number
of
Shares
Purchased
|
Average
Price
Paid
per Share
|
Total
Number of Shares
Purchased
as Part of
Publicly
Announced
Plans
or Programs
|
Maximum
Number of
Shares
that May Yet
Be
Purchased Under
the
Plans or Programs
|
4/1/07
- 4/30/07
|
45
|
$
36.00
|
(a)
|
Not
applicable
|
5/1/07
- 5/31/07
|
-
|
-
|
(a)
|
Not
applicable
|
6/1/07
- 6/30/07
|
-
|
-
|
(a)
|
Not
applicable
|
Total
|
45
|
$
36.00
|
(a)
|
Not
applicable
|
(a)
The
Company’s common stock repurchase program was implemented in 1987 in combination
with the Company’s Deferred Management Incentive Plan, and therefore the
Company’s per share earnings have not been diluted by grants of “units” under
the Deferred Management Incentive Plan. Each unit entitles the
recipient to a designated share of the pre-tax earnings of the Company on a
consolidated basis, or a designated share of the pre-tax earnings attributable
to only Sustain or the Company's traditional business, depending on the
recipient’s responsibilities. All shares purchased were made in privately
negotiated transactions. The Company’s stock repurchase program remains in
effect, and the Company plans to repurchase shares from time to time as it
deems
appropriate (including, if necessary, to prevent any additional dilution that
may be caused by the Deferred Management Incentive Plan).
EXHIBITS
|
|
Certification
by Chief Executive Officer and Chief Financial Officer Pursuant to
Section
302 of the Sarbanes-Oxley Act of
2002.
|
|
Certification
by Chief Executive Officer and Chief Financial Officer Pursuant to
Section
906 of the Sarbanes-Oxley Act of
2002.
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
DAILY
JOURNAL CORPORATION
|
|
(Registrant)
|
|
/s/
Gerald L. Salzman
|
|
Gerald
L. Salzman
|
|
Chief
Executive Officer President
|
|
Chief
Financial Officer Treasurer
|
|
DATE: August
13, 2007
|
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