-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S3+YouQZsyIQRhnK8esglCQePDca6HlKIqc4ePWLWKRc+rev7LcKqN5JLWhTXRnl CMUA9LQie1NS8I4O1uVXLw== 0000898430-00-003964.txt : 20001229 0000898430-00-003964.hdr.sgml : 20001229 ACCESSION NUMBER: 0000898430-00-003964 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAILY JOURNAL CORP CENTRAL INDEX KEY: 0000783412 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 954133299 STATE OF INCORPORATION: SC FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 000-14665 FILM NUMBER: 797376 BUSINESS ADDRESS: STREET 1: 355 SOUTH GRAND AVENUE 34TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071-1560 BUSINESS PHONE: 2136247715 MAIL ADDRESS: STREET 1: 355 SOUTH GRAND AVENUE 34TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071-1560 FORMER COMPANY: FORMER CONFORMED NAME: DAILY JOURNAL CO DATE OF NAME CHANGE: 19870427 10-K405 1 0001.txt FORM 10-K405 DRAFT OF DECEMBER 20, 2000 -------------------------- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the fiscal year ended September 30, 2000 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] Commission File No. 0-14665 DAILY JOURNAL CORPORATION (Exact name of registrant as specified in its charter) South Carolina 95-4133299 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 355 South Grand Avenue 34th Floor Los Angeles, California 90071-1560 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (213) 624-7715 Securities registered pursuant to Section 12(b) of the Act: None. Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days: Yes [X] No[_] ---------------------------------------- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of December 15, 2000 the approximate aggregate market value of Daily Journal Corporation's voting stock held by non-affiliates was $19,105,000. As of December 15, 2000 there were outstanding 1,552,256 shares of Common Stock of Daily Journal Corporation. ---------------------------------------- Documents incorporated by reference: Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held during February 2001 are incorporated by reference into Part III. 1 Disclosure Regarding Forward-Looking Statements This Form 10-K 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 Items 1 and 7, are "forward-looking" statements. Forward-looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions, which include words such as "expects", "anticipates", "intends", "plans", "believes", "estimates", or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future Company actions, which may be provided by management, are also forward-looking statements. 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-K, including without limitation in conjunction with the forward-looking statements themselves. The Company has no specific intention to update these forward-looking statements. 2 PART I Item 1. Business The Company publishes newspapers in California, Washington, Arizona, Colorado and Nevada, as well as the California Lawyer and Corporate Counsel magazines, and produces several specialized information services. It also publishes The Code of Colorado Regulations and serves as a newspaper representative specializing in public notice advertising. SUSTAIN Technologies, Inc. ("Sustain"), a 91% owned subsidiary as of September 30, 2000, has been consolidated since it was acquired in January 1999. It provides the SUSTAIN(R) family of products which consists of technologies and applications to enable justice agencies to automate their operations and will in the future allow users to file cases electronically and the courts to publish information online. Essentially all of the Company's operations are based in California, Arizona, Colorado, Nevada, Washington and Virginia. The financial information of the Company and Sustain is set forth in Item 8 ("Financial Statements and Supplementary Data.") Products Newspapers. The Company publishes 19 newspapers of general circulation. Each newspaper, in addition to news of interest to the general public, has a particular area of in-depth focus with regard to its news coverage, thereby attracting readers interested in obtaining information about that area through a newspaper format. The newspapers are based in the following cities: Newspaper Base of Publication --------- ------------------- Los Angeles Daily Journal Los Angeles, California Daily Commerce Los Angeles, California California Real Estate Journal Los Angeles, California San Francisco Daily Journal San Francisco, California The Daily Recorder Sacramento, California The Inter-City Express Oakland, California Marin County Court Reporter San Rafael, California San Jose Post-Record San Jose, California Sonoma County Herald-Recorder Santa Rosa, California Orange County Reporter Santa Ana, California San Diego Commerce San Diego, California Business Journal Riverside, California Antelope Valley Journal Palmdale, California Ventura Journal Ventura, California Arizona Journal Phoenix, Arizona The Record Reporter Phoenix, Arizona Colorado Journal Denver, Colorado Nevada Journal Las Vegas, Nevada Washington Journal Seattle, Washington 3 The Daily Journals. The Los Angeles Daily Journal and the San Francisco Daily Journal are each published every weekday except certain holidays and were established in 1888 and 1893, respectively. In addition to covering state and local news of general interest, these newspapers focus particular coverage on law and its impact on society. (The Los Angeles Daily Journal and the San Francisco Daily Journal are referred to collectively herein as ''The Daily Journals''.) Generally The Daily Journals seek to be of special utility to lawyers and judges and to gain wide multiple readership of newspapers sent to law firm subscribers. The Los Angeles Daily Journal and the San Francisco Daily Journal are geared toward their respective regions, but contain much material and render many services in a common endeavor. The Los Angeles Daily Journal is the largest newspaper published by the Company, both in terms of revenues and circulation. At September 30, 2000, the Los Angeles Daily Journal had approximately 11,600 paid subscribers and the San Francisco Daily Journal had approximately 5,600 paid subscribers as compared with total paid subscriptions of 18,500 at September 30, 1999. In addition, The Daily Journals are sold on some newsstands. The Daily Journals carry commercial advertising (display and classified) and public notice advertising required or permitted by law to be published in a newspaper of general circulation. The main source of commercial advertising revenue has been local advertisers, law firms and businesses in or wishing to reach the legal professional community. The gross revenues generated directly by The Daily Journals are attributable approximately 45% to subscriptions and 55% to the sale of advertising and other revenues. Revenues from The Daily Journals constituted approximately 47% of the Company's total revenue during fiscal 2000, 46% during fiscal 1999 and fiscal 1998. The Daily Journals also contain the Daily Appellate Report which provides the full text of all opinions certified for publication by the California Supreme Court, the California Courts of Appeal, the U.S. Supreme Court, the U.S. Court of Appeals for the Ninth Circuit, the U.S. Bankruptcy Appellate Panel for the Ninth Circuit, the State Bar Court and selected opinions of the U.S. District Courts in California and the Federal Circuit Court of Appeals. Inserted in ''pull-out'' booklet format in the Daily Appellate Report is the monthly Court Directory, a comprehensive list of sitting judges in all California courts as well as courtroom assignments, phone numbers and courthouse addresses. The Court Directory includes ''Judicial Transitions'' which lists judicial appointments, elevations, confirmations, resignations, retirements and deaths. The Daily Appellate Report, indexed monthly, also includes, when such courts are in session, monthly supplements summarizing all cases pending before the U.S. Supreme Court and the California Supreme Court. The Daily Journals also include several other features or supplements. California Law Business, a weekly supplement, is printed in tabloid format and features in-depth coverage of current topics of interest to lawyers with a focus on the business aspects of the practice of law. Verdicts and Settlements is a weekly tabloid featuring important settlements and verdicts along with the attorneys and experts representing each party. CyberEsq., a quarterly supplement, is printed in magazine format and features coverage of law firm technology. It is the policy of The Daily Journals (1) to take no editorial position on the legal and political controversies of the day but instead to publish an "op- ed" page consisting of well-written editorial views of others on many sides of a controversy and (2) to try to report on factual events with technical competence and with objectivity and accuracy. It is believed that this policy suits a 4 professional readership of exceptional intelligence and education, which is the target readership for the newspapers. Moreover, The Daily Journals believe that they bear a duty to their readership, particularly judges and justices, as a self-imposed public trust, regardless, within reason, of short-term income penalties. The Company believes that this policy of The Daily Journals is in the long-term interest of the Company's shareholders. The Company publishes the Directory of California Lawyers (the ''Directory''), which is updated and published semiannually, in January and July. The Directory includes in a single volume names, addresses, fax and telephone numbers of California lawyers and many informational sections including listings of corporate counsel, private judges and arbitrators, and federal and state courts and governmental offices. In addition, the Directory includes commercial advertising and specialty listings. The Directory is provided as part of normal newspaper service to subscribers of The Daily Journals and The Daily Recorder. In addition, there are about 7,300 directories sold. The regular annual rate is $35. In due course the Company plans to provide an option of subscription service for The Daily Journals at a lower price for subscribers who do not wish to receive the Directory. The Daily Journals are distributed primarily by mail, with subscribers in the Los Angeles and San Francisco areas usually receiving copies the same day. Certain subscribers in Los Angeles, San Francisco, Santa Clara, Alameda, Orange and San Diego counties receive copies by hand delivery, and additional copies are distributed through newsstands and by microfilm subscriptions. The regular yearly subscription rate for each of The Daily Journals is $557. Much of the information contained in The Daily Journals is available to subscribers online. There is a charge to use some parts of this service. Daily Commerce. Published since 1917, the Daily Commerce, in addition to covering news of general interest, devotes substantial coverage to items designed to serve real estate investors and brokers, particularly those interested in Southern California distressed properties. The nature of the news coverage enhances the effectiveness of public notice advertising in distributing information about foreclosures to potential buyers at foreclosure sales. The features of the paper include default listings, probate estate sales and real estate examination applicants. The Daily Commerce carries both public notice and commercial advertising and is published in the afternoon each business day. It had approximately 1,100 paid subscriptions at September 30, 2000. A subscription to the Daily Commerce is $209 per year, and it is primarily distributed by mail. California Real Estate Journal. The California Real Estate Journal (the "Real Journal") is a monthly newspaper directed primarily to persons interested in the commercial real estate market, including real estate brokers, developers, bankers and real estate lawyers. The Real Estate Journal carries news and features such as the status of commercial projects, financial information and articles on brokers and transactions, including defaults and new financings. It carries display and classified advertising. At September 30, 2000 the Real Estate Journal had a circulation of approximately 1,500 paid and requester subscribers at an annual subscription rate of $94. It is distributed primarily by mail. In addition, there is an online news service for the California commercial and real estate community. 5 The Daily Recorder. The Daily Recorder, based in Sacramento, began operations in 1911. It is published each business day. In addition to general news items, it focuses on the Sacramento legal and real estate communities and on California state government and activities ancillary to it, such as administrative agency developments and lobbying. Among the regular features of The Daily Recorder are news about government leaders and lobbyists, as well as the Daily Appellate Report for those who request it. Advertising in The Daily Recorder consists of both commercial and public notice advertising. The Daily Recorder currently has approximately 1,200 paid subscribers, all of whom receive the paper by mail. The current subscription rate is $246 per year. The Inter-City Express. The Inter-City Express (the "Express") has been published since 1909. It covers general news of local interest and focuses its coverage on news about the real estate and legal communities in the Oakland/San Francisco area. The Express carries both commercial and public notice advertising. The Express is published three days a week and is mailed to its approximately 500 subscribers. The annual subscription rate is $137. Marin County Court Reporter. The Marin County Court Reporter (the ''Marin Reporter'') began publishing in the mid-1960's. The Marin Reporter covers general news of local interest, emphasizing local and statewide news of interest to the legal and real estate communities in Marin County, and carries primarily public notice advertising. Published each Tuesday and Friday, it is mailed to approximately 200 subscribers. The annual subscription rate is currently $99. San Jose Post-Record. The San Jose Post-Record (the ''Post-Record'') has been published since 1910. In addition to general news of local interest, the Post- Record, which is published three days a week, focuses on legal and real estate news and carries commercial and public notice advertising. A yearly subscription to the Post-Record is $116. It has approximately 300 subscribers, all of whom receive it by mail. Sonoma County Herald-Recorder. The Sonoma County Herald-Recorder (the "Herald-Recorder") has been in existence since 1899. The newspaper carries general news of local interest and is designed to be of special interest to members of the legal and real estate professions. Advertising in the newspaper consists of both public notice and commercial advertising. Its approximately 300 subscribers receive the newspaper three days a week by mail, at a rate of $188 annually. Orange County Reporter. The Orange County Reporter (''Orange Reporter'') has been an adjudicated newspaper of general circulation since 1922. In addition to general news of local interest, the Orange Reporter reports local and state legal news, including the court calendars and court directories for Orange County, and carries primarily public notice advertising. The Orange Reporter is mailed three days a week to approximately 500 paid and requester subscribers. The annual subscription rate is $83. San Diego Commerce. The San Diego Commerce is a thrice-weekly newspaper which carries general news of local interest and public notice advertising and has been an adjudicated newspaper of general circulation since 1970. The San Diego Commerce also serves legal and real estate professionals in San Diego County. It has approximately 200 paid subscribers. The annual subscription rate is $59, covering distribution by mail. 6 Business Journal. The Business Journal publishes news of general interest and provides coverage of the business and professional communities in Riverside County. It carries public notice advertising, and its approximately 100 paid subscribers receive it by mail twice weekly. The annual subscription rate is $51. Antelope Valley Journal. Started in 1997, the Antelope Valley Journal is a weekly newspaper carrying general news of local interest, as well as public notice advertising. It also serves the real estate professional in north Los Angeles County. It has a small number of paid subscribers, and the annual subscription rate is $20. Ventura Journal. Started in November 1997, the Ventura Journal is a weekly newspaper carrying general news of local interest. It also serves the real estate professional. It has a small number of paid subscribers, and the annual subscription rate is $20. The Record Reporter and Arizona Journal. The Record Reporter was acquired in 1995. In addition to general news of local interest, The Record Reporter, which is published on business days, focuses on real estate news and public record information and carries primarily public notice advertising. It is mailed to approximately 200 paid subscribers. The annual subscription rate is $155 for most subscribers. In 1995 the Company also began publishing the weekly Arizona Journal including the Arizona Appellate Report which provides in a pull-out section of the newspaper summaries of the opinions of the U.S. Supreme Court, 9th U.S. Circuit Court of Appeals, the U.S. Bankruptcy Appellate Panel and summaries and full-text of the opinions of the Arizona Supreme Court and Arizona Court of Appeals. The Arizona Journal seeks to be of special utility to lawyers and judges with news and features somewhat similar to those of The Daily Journals. It carries classified and display advertising, and it is mailed to about 400 paid subscribers. The annual subscription rate is $109. Much of the information contained in the Arizona Journal is available to its subscribers online. Colorado Journal. During 1995 the Company acquired The Public Record Corporation which published The Brief Times Reporter, The Code of Colorado Regulations and three bankruptcy reporting publications. The Code and the bankruptcy publications are now part of the Company's "Information Services". The Brief Times Reporter provided weekly the full-text and summaries of all opinions of the Colorado Supreme Court and Colorado Court of Appeals. In 1995 the Company also began publishing the weekly Colorado Journal, including the Colorado Appellate Report which provided the full-text and summaries of all the opinions of the U.S. Supreme Court, 10th U.S. Circuit Court of Appeals, and the full-text of the 10th Circuit Orders. In 1997 The Public Record Corporation was merged into the Daily Journal Corporation, and The Brief Times Reporter and the Colorado Appellate Report were consolidated in a "pull-out" booklet format that is inserted into the Colorado Journal. In addition to general news of local interest, the Colorado Journal seeks to be of special utility to lawyers and judges with news and features somewhat similar to those of The Daily Journals. It carries classified, display and public notice advertising. The Colorado Journal is mailed to approximately 700 paid subscribers at an annual subscription price of $271. Nevada Journal. The Company acquired the Nevada Supreme Court Reporter in 1994, and the name was changed to the Nevada Journal. Besides stories of general interest and those concerning the courts and legal communities, the Nevada Journal features full-text opinions issued 7 by the Nevada Supreme Court and a list of all orders issued. Also included are summaries of federal and state supreme court opinions. Special features include local verdicts and settlements, bar examination results and articles on federal opinions. Both commercial and public notice advertising appear in the newspaper. The weekly Nevada Journal, as of September 30, 2000, had approximately 100 subscribers. The yearly subscription rate is $152. Washington Journal. The Company began publishing the weekly Washington Journal in 1992. In addition to providing general news of state and local interest, it seeks to be of special utility to professionals, including lawyers, business and government leaders. Summaries of federal, state and local court cases are included as a pull-out section of the newspaper. The Washington Journal, which is distributed by mail, had approximately 600 paid subscribers at September 30, 2000. The annual subscription rate is $122, and it carries classified and display advertising. Magazines. Since 1988, the Company has published the California Lawyer, a legal affairs magazine formerly produced by the State Bar of California (the ''State Bar''). The magazine was published by the Company in cooperation with the State Bar until December 1993 when the agreement was terminated and the State Bar commenced publishing its own monthly newspaper. The magazine is mailed free to the active members of the State Bar of California and also has approximately 600 paid subscribers. An annual subscription to California Lawyer is $75. The termination of the contract with the State Bar and the State Bar's new publication has not had a material impact on the Company's operations. In addition, six times a year, the Company publishes its House Counsel magazine, which is mailed free to about 22,100 in-house lawyers. Information Services. The specialized information services offered by the Company have grown out of its newspaper operations or have evolved in response to a desire for such services primarily from its newspaper subscribers. The Company has several court rules services. One is Court Rules, a multi- volume, loose-leaf set which had approximately 5,800 subscribers at September 30, 2000 paying $255 per year. Court Rules reproduces court rules for certain state and federal courts in California. The Court Rules appear in two versions, one of which covers Northern California courts (nine volumes) and one of which covers Southern California courts (eight volumes). The Company updates Court Rules on a monthly basis. In addition, the Company publishes a single volume of rules known as Local Rules for major counties of California. Six versions are published for Southern California, each a single bound volume for the rules of: (1) Los Angeles County; (2) Orange County; (3) San Diego County; (4) San Bernardino County; (5) Riverside County; and (6) Ventura, Santa Barbara and San Luis Obispo counties. In addition, the Company publishes single-volume rules for the Federal District Court in the Southern and Central District of California and California Probate Rules. In Northern California, three versions of the Local Rules appear in loose-leaf books for Santa Clara/San Mateo, Alameda/Contra Costa and San Francisco counties. The regular subscription price for Local Rules volumes ranges from $40 to $90 per year and volumes are normally updated or replaced whenever there are rule changes. At September 30, 2000, the Company had approximately 7,000 subscribers for its Local Rules publications. In addition, the Company publishes a two-volume, loose-leaf set of Colorado court rules for a small number of subscribers. The Judicial Profiles services contain biographical and professional information concerning nearly all judges in California, both active and retired, many of whom are available for private 8 judging. Most of the profiles have previously appeared in The Daily Journals as part of a regular feature. The Judicial Profiles include biographical data on judges and information supplied by each judge regarding the judge's policies and views on various trial and appellate procedures and the manner in which appearances are conducted in his or her courtroom. Subscribers may purchase either the seven-volume set for Southern California or the six-volume set for Northern California. The approximately 1,100 subscribers to Judicial Profiles receive updates on a quarterly basis. A subscription is $482 per year. In 1997 the Company assumed certain publishing responsibilities from the King County (Washington) Bar Association Young Lawyers Division for the publishing of Judges Books for King, Pierce and Snohowish counties. The approximately 100 subscribers receive updates yearly. The annual subscription is $125. The Company now has two bankruptcy publications after discontinuing the Fourth Circuit Bankruptcy Court Reporter and the Texas Bankruptcy Court Reporter in fiscal 1999. The Colorado Bankruptcy Court Reporter and the California Bankruptcy Reporter had an aggregate of approximately 300 subscribers at September 30, 2000. Annual subscription rates range from $131 to $199 a year. Each of these publications contains summaries and full-text bankruptcy rulings by the governing federal court of appeals, district courts, bankruptcy appellate panel and bankruptcy courts. Selected state court opinions are also summarized. Periodic indices are published to assist the bars in referencing applicable case law. The Company publishes the Code of Colorado Regulations pursuant to an agreement that extends through July 2002 with the State of Colorado. The approximately 1,800 subscribers to various sections of the Code receive updates normally on a monthly basis. Annual subscription rates range from $80 to $712. The Company also provides computer online foreclosure information to about 300 customers. This service primarily provides distressed property information, some of which also appear in some of the Company's newspapers, as well as expanded features. Consolidation of both newspapers and online products more effectively utilizes the costs of gathering such information. Advertising and Newspaper Representative. The Company's publications carry commercial advertising, and most also contain public notice advertising. Commercial advertising consists of display and classified advertising. Public notice advertising consists of about 100 different types of legal notices required by law to be published in an adjudicated newspaper of general circulation, including notices of death, fictitious business names, trustee sale notices and notices of governmental hearings. The major types of public notice advertisers are real estate-related businesses and trustees, governmental agencies, attorneys and businesses or individuals filing fictitious business name statements. In 1990 the Company acquired California Newspaper Service Bureau, Inc. (''CNSB''), a statewide newspaper representative (commission- earning selling agent) specializing since 1934 in public notice advertising. CNSB placed notices and other forms of advertising with adjudicated newspapers of general circulation, many of which are not owned by the Company. CNSB was liquidated as of fiscal 1995 year-end with its servicing subsequently provided by a division of the Company. Public notice advertising revenues and related advertising and other service fees for the Company constituted about 26% of the Company's total revenues in fiscal 2000, 30% in fiscal 1999 and 30% in fiscal 1998. In many states, including California, legislatures have considered various proposals which would result in the elimination or reduction of the amount of public 9 notice advertising required by statute. There is a risk that such laws could change in a manner that would have a significant adverse impact on the Company's public notice advertising revenues. The acquisition of CNSB, a marginal and threatened enterprise with a negative book net worth when purchased, improved the Company's ability to protect continued existence of public notice advertising. Information Systems and Services. In January 1999, the Company purchased 80% of the capital stock of Sustain from Sustain and certain of its shareholders. As of September 30, 2000, the Company owned 91% of Sustain. The Sustain family of products consists of technologies and applications to enable justice agencies to automate their operations and will in the future allow users to file cases electronically and the courts to publish information online. Sustain has installations in nine states and three countries, and many of its clients have more than a decade of experience with the Sustain product line. The Company's revenues derived from Sustain's operations (net of minority interest) constituted about 5% of the Company's total revenues in fiscal 2000, and 3% in fiscal 1999, the first year in which the Company held an interest in Sustain. The Company's expenditures in support of the Sustain software is significant. Capitalized Sustain software costs totaled $9,966,000 (less accumulated amortization of $1,180,000) as of September 30, 2000 and $3,275,000 (less accumulated amortization of $491,000) as of September 30, 1999. As a technology based company, Sustain's success depends on the continued development and improvement of its products. The Company therefore expects that significant expenditures will continue to be necessary to maintain and increase Sustain's revenues, and that in many years, such expenditures may exceed Sustain's net income. The Company intends to borrow funds in fiscal 2001 to support the development of the Sustain software, but it cannot predict whether such borrowings will provide sufficient funding for all necessary or desirable development. If the Company is unable to fund all such development, that may impact the Company's ability to maximize its existing investment in the Sustain software and to compete for new opportunities in the case management software business. Printing. The Company's main printing facilities are located in Los Angeles, which currently are used primarily to print the Los Angeles Daily Journal including supplements, the Daily Commerce, the Post-Record, The Express, The Daily Recorder, the Orange Reporter, the Herald-Recorder, the Washington Journal, the Marin Reporter, the Real Estate Journal, the Colorado Journal, the Arizona Journal and the monthly updates for the multi-volume sets of Court Rules. The Daily Appellate Report is printed in Los Angeles and shipped to Sacramento and San Francisco for inclusion in the Daily Recorder and the San Francisco Daily Journal. Concurrent with the Company's move to its new Los Angeles facility in 1990, the Company purchased a new printing press with color capabilities. The San Francisco Daily Journal, San Diego Commerce, the Business Journal, the Record Reporter, the Antelope Valley Journal, the Ventura Journal, the Directory, the Judicial Profiles, the Bankruptcy Journals, The Code of Colorado Regulations, and certain Court Rules are printed by outside contractors. The Company has a small offset press for in-house printing of items such as legal advertising forms, letterhead and envelopes, promotional flyers and other material for its publications. This small press is operated by a local printer as an independent contractor. Materials 10 After personnel costs, postage and paper costs are typically the Company's next two largest expenses. The Company is subject to periodic increases in postal rates. During the past several years, the Company has instituted changes in an attempt to mitigate higher postage costs. These changes have included contracting for hand delivery in selected sections of the San Francisco Bay area, San Diego, Orange County and Los Angeles, delivering pre-sorted newspapers to the post office on pallets, which facilitates delivery and improves service, and implementing a method of bundling newspapers which reduces the per piece charges. In addition, the Company has an ink jet labeler which eliminates paper labels and enables the Company to receive bar code discounts from the postal service on some of its newspapers. An adequate supply of newsprint and other paper is important to the Company's operations. The Company currently does not have a contract with paper suppliers. The Company has always been able to obtain sufficient newsprint for its operations, although in the past, shortages of newsprint have sometimes resulted in higher prices. In 1997 and 1999 newsprint prices declined, but in 1998 and 2000 the price of paper increased moderately. Paper prices may fluctuate substantially in the future, and this could significantly impact income from operations. Marketing The Company actively promotes both its individual newspapers and its multiple newspaper network as well as its other publications. The Company's staff includes a number of employees whose primary responsibilities include attracting new subscribers and advertisers. The specialization of each publication creates both target subscribers and target advertisers. Subscribers are likely to be attracted because of the nature of the information carried by the particular publication, and likely advertisers are those interested in reaching such consumer groups. In marketing products, the Company also focuses on its ancillary products which can be of service to subscribers, such as its specialized information services. The Company receives, on a non-exclusive basis, public notice advertising from a number of agencies. Such agencies ordinarily receive a commission of 15% to 25% on their sales of advertising in Company publications. Recent developments in the foreclosure industry which places trustee sale notices has reduced the role of certain agencies. Commercial advertising agencies also place advertising in Company publications and receive commissions for advertising sales. Sustain's staff includes several employees who provide marketing and consulting services which may also result in the licensing of Sustain products. Competition Competition for readers and advertisers is very intense, both by established publications and by new entries into the market. For example, shortly before the Company purchased the San Francisco Daily Journal, Associated Newspapers, the owner of a controlling interest in a number of American law-oriented publications including the American Lawyer, purchased a law-oriented San Francisco newspaper and thereafter pursued subscribers and advertisers with more skill and 11 determination than were employed by the former publisher. In 1989 Associated Newspapers sold a controlling interest to Time Warner Inc., the largest U.S. media company, which continued very aggressive competition, including amazingly low "price-war" type prices for multiple-copy subscriptions. In 1997 these publications were sold by Time Warner Inc. to a group headed by the investment firm of Wasserstein Perella, Inc., which subsequently also purchased National Law Publishing, publishers of the New York Law Journal, among others. All of the Company's real estate and business publications and products face strong competition from other publications and service companies. Readers of specialized newspapers focus on the amount and quality of general and specialized news, amount and type of advertising, timely delivery and price. The Company designs its newspapers to fill niches in the news marketplace that are not covered as well by major metropolitan dailies. The in-depth news coverage which the Company's newspapers provide along with general news coverage attracts readers who, for personal or professional reasons, desire to keep abreast of topics to which a major newspaper cannot devote significant news space. Other newspapers do provide some of the same subject coverage as does the Company, but the Company believes its coverage, particularly that of The Daily Journals, is more complete and therefore attracts more readers. The Company believes that The Daily Journals are the most important newspapers serving California lawyers on a daily basis. In attracting commercial advertisers, the Company competes with other newspapers and magazines, television, radio and other media, including electronic network systems for employment-related classified advertising. Factors which may affect competition for advertisers are the cost for such advertising compared with other media, and the size and characteristics of the readership of the Company's publications. The Company competes with anywhere from one serious competitor to several competing newspapers for public notice advertising revenue in all of its markets. Large metropolitan general interest newspapers normally do not carry a significant amount of legal advertising, although recently they too have solicited certain types of public notice advertising. The Company estimates its market share of public notice advertising revenues ranges from 10% to 75% in the various areas where its adjudicated newspapers are published except for Colorado where the Company's marketshare is nominal. CNSB, a division of the Company, faces competition from a number of companies based in California, some of which specialize in placing certain types of notices. Commencing in 1994, the Company's California Lawyer magazine faced additional competition from a new State Bar of California publication that is discussed in the Products-Magazines section above. In 1999 the State Bar started a statewide directory that competes with the Company's Directory. This new publication has not had a material impact on the Company's operations. The Company's court rules publications face competition in both the Southern California market as well as in Northern California. In addition, the Company expects increased competition from online court rules services and the Courts. Subscriptions to the multi-volume Court Rules and Local Rules volumes have declined during fiscal 2000. The Company's Judicial Profile services have direct competition and also indirect competition, since some of the same information is available through other sources. 12 The pricing of the Company's products is reviewed every year. Subscription price increases have in recent years exceeded inflation, as have advertising rate increases. There is significant competition among a limited number of companies to provide services and software to the courts, and some of these companies are much larger and have greater access to capital and other resources than Sustain. Others provide services for a limited number of courts. Normally, the vendor is selected through a bidding process. Many courts now desire Internet solutions to facilitate electronic filing and the publishing of certain information from case management systems. The Sustain product line provides a version of these services, but there are many uncertainties in the process of courts migrating to newer electronic based systems, including whether Sustain's version of case management systems will find general acceptance and whether the development and modification of such systems can be done in a cost effective manner. The Company intends to borrow funds in fiscal 2001 to support the development of the Sustain software, but it cannot predict whether such borrowings will provide sufficient funding for all necessary or desirable development. If the Company is unable to fund all such development, that could impact the Company's ability to compete in the case management software business. Employees The Company employs approximately 340 full-time employees and about 45 part- time employees including about 15 employees at Sustain. The Company is not a party to any collective bargaining agreements. Certain benefits, including medical insurance, are provided to all full-time employees. Management considers its employee relations to be good. Working Capital Traditionally, the Company has generated sufficient cash flow from operations to cover all needs including capital expenditures without significant borrowing. To a very considerable extent, the Company benefits in this regard from the fact that subscriptions are generally paid a year in advance. In fiscal 2000, expenditures to develop Sustain software exceeded cash flow from all other sources, thus triggering borrowing plans for the first time in many years. The Company expects its expenditures in support of the development of Sustain software to continue at a rate in excess of cash flow, and therefore expects to incur borrowings for this purpose commencing in fiscal 2001. Inflation The effects of inflation are not significantly any more or less adverse on the Company's businesses than they are on other publishing companies. The Company has experienced the effects of inflation primarily through increases in costs of personnel, newsprint, postage and services. These costs have generally been offset by periodic price increases for advertising and subscription rates, but with frequent exceptions during several years when the Company has experienced substantial increases in postage and newsprint expenses and additional costs related to acquisitions. 13 Executive Officers of the Registrant The table below sets forth certain information with regard to the executive officer who is not a director of the Company. All of the executive officers of the Company serve at the pleasure of the Board of Directors.
Name Age Principal Occupation Last Five Years - ---- --- ------------------------------------ Ira A. Marshall, Jr................. 77 Secretary of the Company since 1977; Mr. Marshall is a private investor and businessman making investments for his own account and is a Trustee of Mesabi Trust, which collects and distributes royalties from the Mesabi Trust's interests in mining properties.
Item 2. Properties The Company owns office and printing facilities in Los Angeles and office and storage facilities in Sacramento and leases space for its other offices under operating leases which expire at various dates through 2004. The Los Angeles property is comprised of a two-story, 34,000 square foot building constructed in 1990, of which approximately 75% are devoted to office space and the remainder to printing and production equipment and facilities. In 1996 the Company purchased about 40,000 square feet of land near the Los Angeles facility which was used for additional parking. In 1998 the Company purchased land and an 11,300 square foot building adjacent to the new parking lot. It was used for storage. The Company is constructing a new 37,000 square foot building and parking facilities on these properties. The Company owns two buildings aggregating about 9,500 square feet in Sacramento, which provide space for its offices and storage. In San Francisco the Company has approximately 11,000 square feet of office space under a lease expiring in 2004. This lease may be canceled in 2002 upon payment of certain fees. In Denver, Sustain has approximately 9,400 square feet of office space under a lease expiring in September 2004. This lease may be canceled in 2002 upon payment of certain fees. In addition, the Company rents facilities in each of the remaining cities where its staff is located on a month-to-month basis or pursuant to leases generally of no longer than four years remaining duration. See Note 5 of Notes to Consolidated Financial Statements for information concerning rents payable under leases. Item 3. Legal Proceedings No material legal proceedings. 14 Item 4. Submission of Matters to a Vote of Security Holders The Securities and Exchange Commission recently amended Rule 14a-4, which governs the use by the Company of discretionary voting authority with respect to shareholder proposals. SEC Rule 14a-14(c)(1) provides that if the proponent of a shareholder proposal fails to notify the company at least 45 days prior to the month and day of mailing the prior year's proxy statement, the proxies of the Company's management would be permitted to use their discretionary authority at the Company's next annual meeting of shareholders if the proposal were raised at the meeting without any discussion of the matter in the proxy statement. No matters were submitted to a vote of shareholders during the last quarter of the Company's fiscal year ended September 30, 2000. 15 PART II Item 5. Market for Registrant's Common Stock and Related Shareholder Matters The following table sets forth the sales prices of the Company's common stock for the periods indicated. Quotations are as reported by Nasdaq (Small-Cap Issues), the automated quotation system of the National Association of Securities Dealers, Inc. High Low --------- -------- Fiscal 2000 Quarter ended December 31, 1999 $ 36.875 $ 32.5 Quarter ended March 31, 2000 34 30 Quarter ended June 30, 2000 30.25 28.25 Quarter ended September 30, 2000 29.5 27 High Low ---------- -------- Fiscal 1999 Quarter ended December 31, 1998 $ 39.50 $ 33.75 Quarter ended March 31, 1999 41.25 36.75 Quarter ended June 30, 1999 38.75 30 Quarter ended September 30, 1999 37.0625 36.625 As of December 15, 2000, there were approximately 1,600 holders of record of the Company's common stock, and the last trade was at $29.375 per share. The Company did not declare or pay any dividends during fiscal 2000 or 1999. A determination by the Company whether or not to pay dividends in the future will depend on numerous factors, including the Company's earnings, cash flow, financial condition, capital requirements, future prospects, acquisition opportunities, and other relevant factors. The Board of Directors does not expect that the Company will pay any dividends or other distributions to shareholders in the foreseeable future. From time to time, the Company has purchased shares, including treasury shares, of its Common Stock and may continue to do so. See Note 3 to consolidated financial statements. Stock purchases are made primarily to reduce dilution of earnings per share caused by the deferred management incentive plan under which selected employees are paid, subject to certain conditions, supplemental compensation tied to future pre-tax earnings. During fiscal 2000, the Company purchased 54,287 shares of Common and Treasury Stock at an average price per share of $30.37. 16 Item 6. Selected Financial Data The following sets forth selected financial data for the Company as of, and for each of the five years ended September 30, 2000. Such data should be read in conjunction with, and is qualified in its entirety by reference to, the Company's consolidated financial statements and the notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations," each included herein.
Fiscal Year Ended September 30 --------------------------------------------------------------------------------- 2000 1999 1998 1997 1996 ---------- ---------- ---------- ---------- ---------- (Dollar amounts in thousands, except per share amounts) Consolidated Statement of Income Data: Revenues Advertising......................... $ 19,992 $ 20,267 $ 21,109 $ 21,454 $ 21,423 Circulation......................... 11,651 11,675 11,449 11,506 10,951 Information systems and service............................ 2,328 1,213 --- --- --- Advertising service fees and other.. 3,812 3,696 3,547 3,436 3,595 ---------- ---------- ---------- ---------- ---------- 37,783 36,851 36,105 36,396 35,969 ---------- ---------- ---------- ---------- ---------- Costs and expenses Salaries and employee benefits...... 17,598 16,461 15,551 14,749 14,438 Newsprint and printing expenses..... 3,089 3,232 3,377 3,424 3,886 Commissions and other outside services......................... 5,907 4,508 4,254 4,299 4,793 Postage and delivery costs.......... 2,061 2,254 2,266 2,316 2,364 Depreciation and amortization....... 2,517 1,767 1,696 1,897 1,837 Other, including interest expense... 4,520 5,155 3,553 4,693 4,286 ---------- ---------- ---------- ---------- ---------- 35,692 33,377 30,697 31,378 31,604 ---------- ---------- ---------- ---------- ---------- Income before taxes................... 2,091 3,474 5,408 5,018 4,365 Provision for income taxes............ 700 1,550 2,150 2,000 1,800 ---------- ---------- ---------- ---------- ---------- Income before minority interest in net loss of subsidiary............... 1,391 1,924 3,258 3,018 2,565 Minority interest in net loss of subsidiary (9% and 20%, respectively)........ 447 199 --- --- --- ---------- ---------- ---------- ---------- ---------- Net income............................ $ 1,838 $ 2,123 $ 3,258 $ 3,018 $ 2,565 ========== ========== ========== ========== ========== Weighted average number of common shares outstanding - basic and diluted.......................... 1,546,319 1,579,251 1,589,971 1,594,403 1,612,766 Basic and diluted net income per share $ 1.19 $ 1.34 $ 2.05 $ 1.89 $ 1.59 ========== ========== ========== ========== ========== September 30 ----------------------------------------------------------------------------- 2000 1999 1998 1997 1996 ---------- ---------- ---------- ---------- ---------- Consolidated Balance Sheet Data: Working capital as conventionally reported............................. $ 1,731 $ 6,040 $ 8,008 $ 4,763 $ 1,552 Working capital before deductions of specified items (1)............... 9,639 13,858 14,910 11,165 8,076 Total assets.......................... 35,050 31,525 28,965 25,967 22,489 Shareholders' equity.................. 17,858 17,668 16,285 13,298 10,728
(1) Before deducting for each of the five years the liability for deferred subscription revenue and other revenues which will be earned within one year. 17 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations 2000 Compared to 1999 Revenues were $37,783,000 and $36,851,000 for the fiscal years ended September 30, 2000 and 1999, respectively. This increase of $932,000 (3%) was primarily attributable to the acquisition of 80% of Sustain in January 1999 (and the subsequent acquisition of about 6% of Sustain in March 2000 and 5% in June 2000) which accounted for additional revenues of $1,087,000 and to advertising and subscription rate increases, partially offset primarily by the decline in revenues from publishing foreclosure notices. During fiscal 2000, display advertising and conference revenues were down by $339,000 while classified advertising revenues increased by $638,000. Public notice advertising revenues decreased by $574,000 primarily resulting from decreased foreclosure notices, and the Company anticipates this decline to continue because of a lower volume. 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 26% of the Company's total revenues. Circulation revenues decreased an aggregate of $24,000. The Daily Journals accounted for about 69% of the Company's total circulation revenues, and their circulation levels decreased slightly. The Rule Book and Judicial Profile services generated about 20% of the total circulation revenues, with the other newspapers and services accounting for the balance. Costs and expenses increased by $2,315,000 (7%) from $33,377,000 to $35,692,000. Sustain accounted for additional expenses of $3,066,000. Total personnel costs were $17,598,000, representing an increase of $1,137,000 (7%) of which $1,167,000 were from Sustain. Newsprint and printing expenses decreased by $143,000 (4%) primarily because of the decrease in bonus issues, partially offset by the newsprint price increases beginning in April 2000. Commissions and other outside services increased by $1,399,000 (31%) primarily due to Sustain's additional outside service expenses of $1,613,000, partially offset by the decline in commission expenses because of fewer agency commissionable foreclosure notice sales. Postage and delivery expenses declined by $193,000 (9%) mainly because of less postage expenses as the Company reduced the bonus issue volume. Depreciation and amortization expenses increased by $750,000 (42%) primarily as a result of the amortization of Sustain's assets, including $800,000 for the amortization of Daily Journal's purchased computer software and goodwill. The decrease in other expenses of $635,000 (12%) primarily resulted from lower legal expenses, partially offset by an increase of $255,000 in bad debt expenses. Pretax income in the year ended September 30, 2000 decreased by $1,383,000 (40%) to $2,091,000 from $3,474,000 in fiscal 1999, primarily because of Sustain's loss of $3,572,000 before the minority interest. (The Daily Journal business segment's pretax profit increased by $799,000 (16%) to $5,663,000 from $4,864,000.) The Company's smaller newspapers and its newspaper representative, which specializes in public notice advertising, accounted for about 44% 18 of the Company's pretax income. Net income was $1,838,000 compared to $2,123,000 in the comparable prior year period. Net income per share decreased to $1.19 from $1.34. Because of the deductibility for income tax purposes of the Sustain software, which was capitalized for book purposes, and the consequent decrease in the Company's taxable income, the Company anticipates an income tax refund as of September 30, 2000 of approximately $2.7 million. 1999 Compared to 1998 Revenues were $36,851,000 and $36,105,000 for the fiscal years ended September 30, 1999 and 1998, respectively. This increase of 2% is primarily attributable to the recent acquisition of 80% of Sustain which accounted for additional revenues of $1,324,000 and to advertising and subscription rate increases, partially offset by the decline in revenues from publishing foreclosure notices. During fiscal 1999, display advertising revenues went down by $54,000 and classified advertising revenues decreased by $132,000. Public notice advertising revenues decreased by $656,000 primarily resulting from decreased foreclosure notices, and the Company anticipates this decline to continue because of a combination of lower prices and lower volume. The Company's smaller newspapers, those other than The Daily Journals, accounted for about 91% of the total public notice advertising revenues. Public notice advertising revenues and related advertising and other service fees constituted about 28% of the Company's total revenues. Circulation revenues increased an aggregate of $226,000. The Daily Journals accounted for about 67% of the Company's total circulation revenues, and their circulation levels decreased slightly. The Rule Book and Judicial Profile services generated about 21% of the total circulation revenues, with the other newspapers and services accounting for the balance. Costs and expenses increased by $2,680,000 (9%) from $30,697,000 to $33,377,000. Sustain accounted for additional expenses of $2,714,000, including $566,000 for the amortization of Daily Journal's purchased computer software and goodwill. Total personnel costs were $16,461,000, representing an increase of $910,000 (6%), of which $1,304,000 were from Sustain. Newsprint and printing expenses decreased by $145,000 primarily because of the decrease in newsprint prices. Commissions and other outside services increased by $254,000 primarily because of increased outside printing services, partially offset by fewer agency commissionable foreclosure notice sales. Depreciation and amortization expenses increased by $71,000 as a result of more fully depreciated assets, offset by the amortization of Sustain assets. The increase in other expenses of $1,602,000 included increased legal expenses of about $868,000 primarily to defend a lawsuit that resulted in two jury trials and a verdict in favor of the Company. Pretax income in the year ended September 30, 1999 decreased by $1,934,000 (36%) to $3,474,000 from $5,408,000 in fiscal 1998, primarily because of Sustain's loss and increased legal fees. The Company's smaller newspapers and its newspaper representative, which specializes in public notice advertising, accounted for about 38% of the Company's pretax income. Net income was $2,123,000 compared to $3,258,000 in the prior fiscal year. Net income per share decreased to $1.34 from $2.05. 19 Liquidity and Capital Resources During fiscal year ended September 30, 2000, the Company's cash and cash equivalent position increased by $199,000, and the investments in U.S. Treasury Bills decreased by $7,203,000. Cash and cash equivalents were used for the net purchase of capital assets of $9,172,000, including significant investments in Sustain software and to purchase treasury and common stock for an aggregate amount of $1,648,000. The cash provided by operating activities of $3,786,000 included a net decrease in prepayments for subscriptions and others of $90,000. Proceeds from the sale of subscriptions from newspapers, court rule books and other publications and for software maintenance and other services are booked as deferred revenue and are included in earned revenue only when the services are provided. The cash flows from operating activities increased by $2,085,000 during the fiscal year ended September 30, 2000 primarily due to the changes in accounts receivable and accounts payable. As of September 30, 2000, the Company had working capital of $9,639,000 before deducting the liability for deferred subscription revenues and other revenues of $7,908,000 which will be earned within one year. The cash and short-term investments in U.S. Treasury Bills, aggregating about $2.4 million at September 30, 2000, and the current level of cash provided by operating activities appear adequate to meet the Company's current operating obligations. The Company expects its expenditures in fiscal 2001 to require borrowing by the Company. These expenditures include an estimated $2 million for the construction of a new building in Los Angeles. The Company also expects its expenditures in support of the development of the Sustain software to continue at a rate in excess of cash flow. The Company intends to arrange for a $4 million revolving bank line of credit due in January 2002 and secured by substantially all of the Company's non-real estate assets. The Company expects that it will be able to refinance the amounts outstanding under this line of credit on or before the maturity date. There can be no assurance, however, that a change in the Company's business or prospects will not result in an inability to refinance on the same or similar terms. The Company also intends to enter into a $2 million real estate loan secured by its current Los Angeles facilities. The Company also has a commitment from a bank to loan the Company up to an additional $2 million when its new building is completed. The Company cannot predict whether the amounts received from these borrowings will be sufficient to fully fund its development of the Sustain software. If additional funds are required to support such development, the Company may, among other things, change its development strategy or attempt to secure additional financing, which may or may not be available to the Company on acceptable terms. Item 7A. Qualitative and Quantitative 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 as of the date of purchase and of U.S. Treasury Bills maturing within one year. Given the short-term nature of these investments, and the fact that in fiscal 2000 the Company had no outstanding borrowings, the Company was not subject to significant interest rate risk during such period. In fiscal 2001, the Company anticipates that it will borrow money under its $4 million revolving line of credit and under two real estate loans. The first of these real estate loans is for $2 million on the Company's current Los Angeles facilities. The Company also has a commitment from a bank to loan the Company up to an additional $2 million when its new building is completed. 20 REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS THE BOARD OF DIRECTORS AND SHAREHOLDERS DAILY JOURNAL CORPORATION We have audited the accompanying consolidated balance sheet of Daily Journal Corporation as of September 30, 2000, and the related consolidated statements of income, changes in shareholders' equity and cash flows for the year then ended. Our audit also included the financial statement schedule listed in the Index at Item 14(a) for the year ended September 30, 2000. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit. The consolidated financial statements and schedule of Daily Journal Corporation for the years ended September 30, 1999 and 1998, were audited by other auditors whose report dated December 10, 1999, expressed an unqualified opinion on those statements. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the fiscal 2000 financial statements referred to above present fairly, in all material respects, the consolidated financial position of Daily Journal Corporation at September 30, 2000, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. Los Angeles, California November 16, 2000 21 Item 8. Financial Statements and Supplementary Data DAILY JOURNAL CORPORATION CONSOLIDATED BALANCE SHEETS
September 30 ------------------------------------ 2000 1999 ----------- ----------- ASSETS Current assets Cash and cash equivalents $ 380,000 $ 181,000 U.S. Treasury Bills, at cost plus discount earned 1,972,000 9,175,000 Accounts receivable, less allowance for doubtful accounts of $500,000 and $800,000, respectively 8,975,000 8,471,000 Income tax receivable 2,709,000 --- Inventories 61,000 45,000 Prepaid expenses and other assets 171,000 329,000 Deferred income taxes 1,143,000 801,000 ----------- ----------- Total current assets 15,411,000 19,002,000 ----------- ----------- Property, plant and equipment, at cost: Land, buildings and improvements 8,363,000 8,104,000 Furniture, office equipment and computer software 6,442,000 6,086,000 Machinery and equipment 1,385,000 1,364,000 ----------- ----------- 16,190,000 15,554,000 Less accumulated depreciation (6,618,000) (6,679,000) ----------- ----------- 9,572,000 8,875,000 Capitalized software, net 8,786,000 2,784,000 Intangible assets, at cost, less accumulated amortization of $506,000 and $74,000 respectively 1,281,000 482,000 Deferred income taxes --- 382,000 ----------- ----------- $35,050,000 $31,525,000 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 3,714,000 $ 3,025,000 Accrued liabilities 2,058,000 1,997,000 Income taxes --- 122,000 Deferred subscription revenue and other revenues 7,908,000 7,818,000 ----------- ----------- Total current liabilities 13,680,000 12,962,000 ----------- ----------- Deferred income taxes 2,934,000 --- ----------- ----------- Commitments and contingencies (note 5) Minority Interest (9% and 20%, respectively) 578,000 895,000 ----------- ----------- 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; 1,553,256 shares and 1,601,816 shares, respectively, outstanding 16,000 16,000 Other paid-in capital 1,974,000 2,036,000 Retained earnings 16,657,000 16,233,000 Less 43,271 and 37,544 treasury shares, respectively, at cost (789,000) (617,000) ----------- ----------- Total shareholders' equity 17,858,000 17,668,000 ----------- ----------- $35,050,000 $31,525,000 =========== ===========
See accompanying notes to consolidated financial statements 22 DAILY JOURNAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME
Year ended September 30 ---------------------------------------------------------------- 2000 1999 1998 ----------- ----------- ----------- Revenues: Advertising $19,992,000 $20,267,000 $21,109,000 Circulation 11,651,000 11,675,000 11,449,000 Information systems and services 2,328,000 1,213,000 --- Advertising service fees and other 3,812,000 3,696,000 3,547,000 ----------- ----------- ----------- 37,783,000 36,851,000 36,105,000 ----------- ----------- ----------- Costs and expenses: Salaries and employee benefits 17,598,000 16,461,000 15,551,000 Newsprint and printing expenses 3,089,000 3,232,000 3,377,000 Commissions and other outside services 5,907,000 4,508,000 4,254,000 Postage and delivery expenses 2,061,000 2,254,000 2,266,000 Depreciation and amortization 2,517,000 1,767,000 1,696,000 Other, including interest expense 4,520,000 5,155,000 3,553,000 ----------- ----------- ----------- 35,692,000 33,377,000 30,697,000 ----------- ----------- ----------- Income before taxes 2,091,000 3,474,000 5,408,000 Provision for income taxes 700,000 1,550,000 2,150,000 ----------- ----------- ----------- Income before minority interest in net loss of subsidiary 1,391,000 1,924,000 3,258.000 Minority interest in net loss of subsidiary (9% and 20%, respectively) 447,000 199,000 --- ----------- ----------- ----------- Net income $ 1,838,000 $ 2,123,000 $ 3,258,000 =========== =========== =========== Weighted average number of common shares outstanding - basic and diluted 1,546,319 1,579,251 1,589,971 Basic and diluted net income per share $ 1.19 $ 1.34 $ 2.05 =========== =========== ===========
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Common Stock Other Treasury Total -------------------- Paid-in Retained -------- Shareholders' Share Amount Capital Earnings Stock Equity --------- ------- ----------- ----------- --------- ----------- Balance at September 30, 1997 1,621,870 $16,000 $2,062,000 $11,571,000 $(351,000) $13,298,000 Net income --- --- --- 3,258,000 --- 3,258,000 Purchase of common stock (3,300) --- (4,000) (121,000) --- (125,000) Purchase of treasury stock --- --- --- --- (146,000) ( 146,000) --------- ------- ---------- ----------- --------- ----------- Balance at September 30, 1998 1,618,570 16,000 2,058,000 14,708,000 (497,000) 16,285,000 Net income --- --- --- 2,123,000 --- 2,123,000 Purchase of common stock (16,754) --- (22,000) (598,000) --- (620,000) Purchase of treasury stock --- --- --- --- (120,000) (120,000) --------- ------- ---------- ----------- --------- ----------- Balance at September 30, 1999 1,601,816 16,000 2,036,000 16,233,000 (617,000) 17,668,000 Net income --- --- --- 1,838,000 --- 1,838,000 Purchase of common stock (48,560) --- (62,000) (1,414,000) --- (1,476,000) Purchase of treasury stock --- --- --- --- (172,000) (172,000) --------- ------- ---------- ----------- --------- ----------- Balance at September 30, 2000 1,553,256 $16,000 $1,974,000 $16,657,000 $(789,000) $17,858,000 ========= ======= ========== =========== ========= ===========
See accompanying notes to consolidated financial statements 23 DAILY JOURNAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended September 30 --------------------------------------------------- 2000 1999 1998 ----------- ----------- ----------- Cash flows from operating activities: Net income $ 1,838,000 $ 2,123,000 $ 3,258,000 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization 2,517,000 1,767,000 1,696,000 Minority interest in consolidated subsidiary (447,000) (199,000) --- Deferred income taxes 2,261,000 55,000 29,000 Income tax receivable (2,709,000) --- --- Discount earned on U.S. Treasury Bills (30,000) (240,000) (129,000) Gain on sales of capital assets --- --- (106,000) Changes in assets and liabilities: (Increase) decrease in current assets Accounts receivable, net (504,000) (1,877,000) (521,000) Inventories (16,000) 6,000 7,000 Prepaid expenses and other assets 158,000 (216,000) 47,000 Increase (decrease) in current liabilities Accounts payable 689,000 284,000 (206,000) Accrued liabilities 61,000 (758,000) (291,000) Income taxes payable (122,000) (160,000) 8,000 Deferred subscription and other revenues 90,000 916,000 500,000 ----------- ----------- ----------- Cash provided by operating activities 3,786,000 1,701,000 4,292,000 ----------- ----------- ----------- Cash flows from investing activities: Net sales (investments) in U.S. Treasury Bills 7,233,000 3,733,000 (2,707,000) Capital and capitalized software expenditures, including acquisitions, net of cash acquired: Purchases of property, plant and equipment, net (2,219,000) (2,141,000) (1,125,000) Capitalized software (6,943,000) --- --- Acquisitions, net of cash acquired (10,000) (2,834,000) --- ----------- ----------- ----------- Net cash used for investing activities (1,939,000) (1,242,000) (3,832,000) ----------- ----------- ----------- Cash flows from financing activities: Purchase of common and treasury stock (1,648,000) (740,000) (271,000) ----------- ----------- ----------- Cash used for financing activities (1,648,000) (740,000) (271,000) ----------- ----------- ----------- Increase (decrease) in cash and cash equivalents 199,000 (281,000) 189,000 Cash and cash equivalents: Beginning of year 181,000 462,000 273,000 ----------- ----------- ----------- End of year $ 380,000 $ 181,000 $ 462,000 =========== =========== =========== Interest paid during year $ $ $ =========== =========== =========== Income taxes paid during year, net $ 1,035,000 $ 1,830,000 $ 2,112,000 =========== =========== ===========
See accompanying notes to consolidated financial statements 24 DAILY JOURNAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. THE COMPANY AND OPERATIONS The Daily Journal Corporation (the "Company") publishes newspapers in California, Washington, Arizona, Colorado and Nevada, as well as the California Lawyer and Corporate Counsel magazines and produces several specialized information services. It also publishes The Code of Colorado Regulations and serves as a newspaper representative specializing in public notice advertising. SUSTAIN Technologies, Inc. ("Sustain"), a 91% owned subsidiary as of September 30, 2000, has been consolidated since it was acquired in January 1999. See Note 2. Essentially all of the Company's operations are based in California, Arizona, Colorado, Nevada, Washington and Virginia. 2. ACQUISITIONS In January 1999 the Company acquired an 80% equity interest in Sustain for cash of $6.67 million. Sustain provides the SUSTAIN(R) family of products which consist of technologies and applications to enable justice agencies to automate their operations and will in the future allow users to file cases electronically and the courts to publish information online. During March 2000 and June 2000, the Company acquired additional equity interests in Sustain of 6% and 5%, respectively, for cash of about $4 million primarily paid to Sustain. The results of operations for the additional ownership interests have been included in the financial statements from the dates of such acquisitions. The acquisitions were accounted for using the purchase method of accounting; accordingly, the purchase price in excess of the net assets was allocated to purchased software ($3,275,000) and goodwill ($948,000). Both the purchased software and goodwill are being amortized over five years. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: The consolidated financial statements include the --------------------- accounts of the Daily Journal Corporation and its 91% owned subsidiary, Sustain. All significant intercompany accounts and transactions have been eliminated in consolidation. Cash equivalents: The Company considers all highly liquid investments, ---------------- including U.S. Treasury Bills with a maturity of three months or less when purchased, to be cash equivalents. Fair Value of Financial Instruments: The carrying amounts of cash, ----------------------------------- investments in U.S. Treasury Bills, accounts receivable and accounts payable approximate fair value because of the short maturity of these financial instruments. Inventories: Inventories, comprised of newsprint and paper, are stated at ----------- cost, on a first-in, first-out basis, which does not exceed current market value. Income taxes: The Company accounts for income taxes using an asset and ------------ liability approach which requires the recognition of deferred tax liabilities and assets for the expected future 25 consequences of temporary differences between the carrying amounts for financial reporting purposes and the tax basis of the assets and liabilities. Property, plant and equipment: Property, plant and equipment are carried ----------------------------- on the basis of cost. Depreciation of assets is provided in amounts sufficient to depreciate the cost of related assets over their estimated useful lives ranging from three to thirty-one and a half years. Leasehold improvements are amortized over the term of the related leases or the useful life of the assets, whichever is shorter. Assets have been depreciated using an accelerated method for both financial statement and tax purposes. Significant expenditures which extend the useful lives of existing assets are capitalized. Maintenance and repair costs are expensed as incurred. Gains or losses on dispositions of assets are reflected in current earnings. Capitalized Software, net: Capitalized Software, net, represents software ------------------------- costs accounted for pursuant to Statement of Financial Accounts Standards No. 86, Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed. It is comprised of purchased software of $3,023,000 capitalized upon the acquisition of Sustain (see Note 2) and development costs of $6,943,000 incurred in the current year for software products that have reached technological feasibility but are not available for general release. The purchased software is being amortized over five years. As of September 30, 2000 and 1999, capitalized software costs totaled $9,966,000 (less accumulated amortization of $1,180,000) and $3,275,000 (less accumulated amortization of $491,000), respectively. Amortization expenses for capitalized software was $689,000, $491,000 and none for fiscal years 2000, 1999 and 1998, respectively. Intangible assets: Intangible assets consist of goodwill resulting from ----------------- the acquisitions of Sustain in 1999 and 2000. These assets are being amortized on a straight-line basis over five years. Revenue Recognition: Proceeds from the sale of subscriptions for ------------------- newspapers, court rule books and other publications and other services are booked as deferred revenue and are included in earned revenue only when the services are provided. The Company recognizes revenues from both the lease and sale of software products. Revenues from leases of software products are recognized pro rata 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. Supplemental Employee Compensation Plan: In fiscal 1987 the Company --------------------------------------- implemented a Plan for Supplemental Employee Compensation that entitles an employee to participate in pre-tax earnings of the Company for the lesser of (i) ten years or (ii) as long as that employee remains employed or is in retirement following employment to age 65. Non-negotiable certificates of employee participant interests entitled employees to receive 11.69% (amounting to about $343,000) of income before taxes and supplemental compensation expenses in fiscal year 2000, 11.58% (amounting to about $493,000) in fiscal 1999 and 11.73% (amounting to about $719,000) in fiscal 1998. In addition, the employee holders of certificates are entitled to receive 26 the same percentage of pre-tax earnings in each of the next nine years subsequent to the year of the grant of the certificate provided they remain employed or are in retirement following employment to age 65. Treasury stock and net income per common share: As of September 30, 2000 ---------------------------------------------- and 1999, the Company owned 43,271 and 37,544, respectively, of the 599,409 units of a limited partnership that has no known liabilities and owns as its sole asset 599,409 shares of common stock of Daily Journal Corporation. This investment, at a total cost of $789,000, is considered treasury stock and is excluded from the calculation of weighted average shares. The net income per common share is based on the weighted average number of shares outstanding during each year. The shares used in the calculation were 1,546,319 for 2000, 1,579,251 for 1999 and 1,589,971 for 1998. Use of Estimates: The presentation of the Company's financial statements ---------------- in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Reclassifications: Certain reclassifications of previously reported ----------------- amounts have been made to conform to the current year's presentation. Effects of New Accounting Pronouncements: In December 1999, the Securities ---------------------------------------- and Exchange Commission issued Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements." SAB 101 provides guidance for revenue recognition under various circumstances. The accounting and disclosure prescribed by SAB 101 will be effective for the fourth quarter of the Company's fiscal year ending September 30, 2001. The effect of adopting SAB 101 is currently being evaluated, however, the Company does not believe the effects of adoption will be material to its financial position or results of operations. Accounting for Long-Lived assets: Statement of Financial Accounting -------------------------------- Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" established accounting standards for long-lived assets to be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In addition, SFAS No. 121 requires that certain long-lived assets be reported at the lower of the carrying amount or fair value less cost to sell. The Company has adopted SFAS No. 121 effective October 1, 1996, as required, and there was no significant impact on its financial position or results of operations. 27 4. INCOME TAXES The provision for income taxes consists of the following: 2000 1999 1998 ----------- ---------- ---------- Current: Federal $(1,307,000) $1,194,000 $1,749,000 State (254,000) 302,000 371,000 ----------- ---------- ---------- (1,561,000) 1,496,000 2,120,000 ----------- ---------- ---------- Deferred: Federal 1,848,000 71,000 25,000 State 413,000 (17,000) 5,000 ----------- ---------- ---------- 2,261,000 54,000 30,000 ----------- ---------- ---------- $ 700,000 $1,550,000 $2,150,000 =========== ========== ========== The difference between the statutory federal income tax rate and the Company's effective rate is summarized below: 2000 1999 1998 ---- ---- ---- Statutory federal income tax rate 34.0% 34.0% 34.0% State franchise taxes (net of federal tax benefit) 5.1% 5.4% 4.6% Research and development tax credit (7.9%) -- -- Other, net, primarily amortization of goodwill 2.3% 5.2% 1.2% ---- ---- ---- Effective tax rate 33.5% 44.6% 39.8% ==== ==== ==== The Company's deferred income tax assets/(liability) were comprised of the following at September 30, 2000, 1999 and 1998, respectively:
2000 1999 1998 ----------- ---------- ---------- Deferred tax assets/(liability) attributable to: Accrued liabilities, including vacation pay accrual $ 1,099,000 $ 435,000 $ 416,000 Bad debt reserves not yet deductible 214,000 303,000 303,000 Depreciation and amortization 338,000 428,000 Other, net 77,000 107,000 91,000 ----------- ---------- ---------- Total deferred tax assets 1,390,000 1,183,000 1,238,000 ----------- ---------- ---------- Depreciation and amortization (3,181,000) -- -- ----------- ---------- ---------- Total deferred tax liabilities (3,181,000) -- -- ----------- ---------- ---------- Net deferred tax asset (liability) $(1,791,000) $1,183,000 $1,238,000 =========== ========== ==========
5. COMMITMENTS AND CONTINGENCIES The Company owns office and printing facilities in Los Angeles, office and storage facilities in Sacramento and leases space for its other offices under operating leases which expire at various dates through 2004. The Company is responsible for a portion of maintenance, insurance and property tax expenses relating to certain leased property. 28 Future minimum rental payments required under the above operating leases at September 30, 2000 are as follows: Year ending September 30 Commitment ------------ ---------- 2001 $ 810,000 2002 730,000 2003 660,000 2004 423,000 ---------- $2,623,000 ========== Rental expenses for the fiscal years 2000, 1999 and 1998 were $886,000, $646,000 and $481,000, respectively. Management has received information furnished by legal counsel on the current stage of all outstanding legal proceedings and the development of these matters to date. Based upon its review, it is the opinion of management that adequate provision has been made and that the ultimate liability, if any, should not materially affect the consolidated financial statements. 6. OPERATING SEGMENTS As a result of its acquisition of Sustain, the Company now has two segments of business. The Company's reportable segments of Daily Journal and Sustain are strategic business units that offer different products and/or services. The Daily Journal segment publishes the Company's newspapers and magazine and produces several specialized information services. The Sustain segment provides the SUSTAIN family of products which consist of technologies and applications to enable justice agencies to automate their operations and will in the future allow users to file cases electronically and the courts to publish information online. The accounting policies of the reportable segments are the same as those described in Note 3 of Notes to Consolidated Financial Statements. Inter-segment transactions were eliminated, and the reported segment loss of Sustain was net of the minority interest. Summarized financial information concerning the Company's reportable segments is shown in the following table: Daily Journal Sustain Total ------------- ------- ----- (in thousands) 2000 Revenues $35,372 $ 2,411 $37,783 Segment profit (loss) 3,733 (1,895) 1,838 Total assets 19,104 15,946 35,050 Capital expenditures 1,647 7,525 9,172 Depreciation and amortization 1,355 1,162 2,517 Income tax expenses (benefits) 1,930 (1,230) 700 1999 Revenues $35,527 $ 1,324 $36,851 Segment profit (loss) 2,919 (796) 2,123 Total assets 23,771 7,754 31,525 Capital expenditures 1,959 182 2,141 Depreciation and amortization 1,147 620 1,767 Income tax expenses (benefits) 1,945 (395) 1,550 29 7. RESULTS OF OPERATIONS BY QUARTER (UNAUDITED)
First Second Third Fourth quarter quarter quarter quarter ------- ------- ------- ------- (in thousands except per share amounts) 2000 Revenues $8,920 $9,930 $9,730 $9,203 Costs and expenses 8,250 9,013 9,143 9,286 Income/(loss) before taxes 670 917 587 (83) Income before minority interest in net loss of subsidiary 355 492 237 307 Minority interest in net loss of subsidiary 80 54 238 75 Net income 435 546 475 382 Basic and diluted net income per share .28 .35 .31 .25 1999 Revenues $8,780 $9,313 $9,582 $9,176 Costs and expenses 7,528 8,223 8,928 8,698 Income before taxes 1,252 1,090 654 478 Income before minority interest in net loss of subsidiary 752 650 394 128 Minority interest in net loss of subsidiary -- 36 56 107 Net income 752 686 450 235 Basic and diluted net income per share .47 .44 .28 .15
8. Subsequent Event (Unaudited) The Company is currently in negotiations to obtain a $4 million revolving bank line of credit. Such line of credit is expected to bear interest payable monthly at a quarter point under the prime rate and be due in January 2002. The Company also intends to obtain a $2 million real estate loan on its current Los Angeles facilities. This loan will bear interest at about 8% to be repayable in equal monthly installments through 2015. The real estate loan will be secured by the Company's existing facilities, and the bank line of credit will be secured by substantially all of the Company's non-real estate assets. In addition, the Company has a bank commitment for a real estate loan up to an additional $2 million when the Company's new building is completed in 2001. The Company expects the new loans will prohibit dividends but will be repayable at any time without penalty. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure On June 29, 2000, the Company received confirmation that its independent accountant, PricewaterhouseCoopers LLP ("PwC"), had resigned. PwC's resignation was not recommended or approved by the Company's Board of Directors or by the audit committee. The reports of PwC on the financial statements of the Company for fiscal years 1998 and 1999 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, 30 audit scope or accounting principle. In connection with its audits for fiscal years 1998 and 1999 and through the date of its resignation, there were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PwC would have caused them to make reference thereto in their report on the Company's financial statements for those years. During fiscal years 1998 and 1999 and through June 29, 2000, there were no "reportable events" (as defined in the regulations of the Securities and Exchange Commission). The Company requested and received a letter from PwC confirming that there were no such disagreements or reportable events. On July 26, 2000, the Company engaged Ernst & Young LLP as its independent accountant. During fiscal years 1998 and 1999 and during the period prior to the engagement of Ernst & Young LLP, neither the Company nor anyone else acting on its behalf consulted Ernst & Young LLP regarding the application of accounting principles to a specified transaction (or the type of audit opinion that might be rendered on the Company's financial statements) or any matter that was either the subject of a disagreement or a reportable event. 31 PART III Item 10. Directors and Executive Officers of the Registrant The information set forth in the tables, the notes thereto, and the paragraphs under the caption "Election of Directors-Directors," in the Company's Proxy Statement for Annual Meeting of Shareholders to be held on or about February 7, 2001 (the ''Proxy Statement''), is incorporated herein by reference. The information set forth under Item 1 of this Form 10-K under the caption "Executive Officers of Registrant" is also incorporated herein by reference. Item 11. Executive Compensation The information set forth under the caption "Executive Compensation" in the Proxy Statement is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management The information set forth under the caption "Security Ownership of Certain Beneficial Owners and Management" in the Proxy Statement is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions The information set forth under the caption "Executive Compensation- Compensation Committee Interlocks and Insider Participation" in the Proxy Statement is incorporated herein by reference. 32 PART IV Item 14(a). Exhibits, Financial Statements, Financial Statement Schedules, and Reports on Form 8-K The following documents are filed as part of this Report: (1) Consolidated Financial Statements: Report of Ernst & Young LLP Independent Auditors Consolidated Balance Sheets at September 30, 2000 and 1999 Consolidated Statements of Income for each of the three years in the period ended September 30, 2000 Consolidated Statements of Changes in Shareholders' Equity for each of the three years in the period ended September 30, 2000 Consolidated Statements of Cash Flows for each of the three years in the period ended September 30, 2000 Notes to Consolidated Financial Statements (2) Consolidated Financial Statement Schedule for the three years ended September 30, 2000: II Valuation and Qualifying Accounts All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. (3) Exhibits 2.1 Stock Purchase Agreement, dated as of January 22, 1999, by and among Daily Journal Corporation, Choice Information Systems, Inc., Michael W. Payton and Terence E. Hahm. (**) 2.2 Asset Purchase Agreement, dated as of January 22, 1999, by and among Choice Information Systems, Inc., Quindeca Corporation and Jerry L. Short. (**) 3.1 Articles of Incorporation of Daily Journal Corporation, as amended. (+) 3.2 Bylaws of Daily Journal Corporation. 10.1 Employment Agreement, dated as of January 22, 1999, between Choice Information Systems, Inc. and Michael W. Payton. (**) 10.2 Employment Agreement, dated as of January 22, 1999, between Choice Information Systems, Inc. and Jerry L. Short. (**) 10.3 Employment Agreement, dated as of January 22, 1999, between Choice Information Systems, Inc. and Terence E. Hahm. (**) 10.4 Shareholder's Agreement, dated as of January 22, 1999, among Choice Information Systems, Inc., Daily Journal Corporation, Quindeca Corporation, Michael W. Payton and Terence E. Hahm. (**) 33 10.5 Form of Non-Negotiable Certificate Representing an Employee Participant Interest in the Daily Journal Corporation ("DJC") Plan for Supplemental Compensation to an Employee as long as that Employee Remains Employed by DJC, Based on Pre-tax Earnings of Common Shares of DJC. (++) 10.7 Lease dated December 9, 1998 between Daily Journal Corporation and One Trinity Center. (+) 10.8 Lease dated August 26, 1999 between Sustain Technologies, Inc. and The Prudential Insurance Company of America. (+) 16.0 Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission, dated July 6, 2000, confirming the statements contained in Item 4 of the Company's current report on Form 8-K dated July 6, 2000. (*) 21.0 SUSTAIN Technologies, Inc., a Virginia Corporation ("Sustain"), is a 91% owned subsidiary of the Daily Journal Corporation that was acquired in January 1999. Prior to September 28, 1999, Sustain did business as Choice Information Systems, Inc. 27.0 Financial Data Schedule. 99.1 Press Release of Daily Journal Corporation issued January 27, 1999. (**) (+) Filed as an Exhibit bearing the same number to the Annual Report on Form 10-K for the year ended September 30, 1999. (++) Management Compensatory Plan. (**) Filed as an Exhibit bearing the same number to the current report on Form 8-K dated January 27, 1999. (*) Filed as Exhibit 16.2 to the current report on Form 8-K dated July 6, 2000. Item 14(b). Reports on Form 8-K The Company filed two current reports on Form 8-K during the last quarter of fiscal 2000. The first, filed on July 6, 2000, reported in Item 4 the resignation of PricewaterhouseCoopers LLP as the Company's independent auditor. The second, filed on August 4, 2000, reported in Item 4 the engagement of Ernst & Young LLP as the Company's independent auditor. No financial statements were filed with either report. 34 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 By /s/ Gerald L. Salzman _________________________________ Gerald L. Salzman President Date: December 28, 2000 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Charles T. Munger ________________________ Chairman of the Board December 28, 2000 Charles T. Munger /s/ Gerald L. Salzman ________________________ President, Treasurer, December 28, 2000 Gerald L. Salzman Chief Financial Officer, Principal Accounting Officer and Director /s/ J.P. Guerin ________________________ Director December 28, 2000 J.P. Guerin ________________________ Director Donald W. Killian, Jr. ________________________ Director George C. Good
35 Daily Journal Corporation Schedule II --- Valuation and Qualifying Accounts
Additions Accounts Balance at Charged to Charged Balance Beginning Costs and off less at End Description of Period Expenses Recoveries of Period - ----------- ---------- ---------- ---------- --------- 2000 Allowance for doubtful accounts........ $800,000 $401,000 $(701,000) $500,000 ======== ======== ========= ======== 1999 Allowance for doubtful accounts........ $700,000 $186,000 $ (86,000) $800,000 ======== ======== ========= ======== 1998 Allowance for doubtful accounts........ $700,000 $217,000 $(217,000) $700,000 ======== ======== ========= ========
36 EX-3.2 2 0002.txt BYLAWS OF DAILY JOURNAL CORPORATION EXHIBIT 3.2 BYLAWS OF DAILY JOURNAL CORPORATION ARTICLE I OFFICES Section 1. Principal Offices. The board of directors shall fix the ----------------- location of the principal executive office of the corporation at any place within or outside the State of South Carolina. Section 2. Other Offices. The board of directors may at any time ------------- establish branch or subordinate offices at any place or places where the corporation is qualified to do business. ARTICLE II MEETINGS OF SHAREHOLDERS Section 1. Place Of Meetings. Meetings of shareholders shall be held at ----------------- any place within or outside the State of South Carolina designated by the board of directors. In the absence of any such designation, shareholders' meetings shall be held at the registered office of the corporation. Section 2. Annual Meeting. The annual meeting of shareholders shall be -------------- held each year on a date and at a time designated by the board of directors. At each annual meeting directors shall be elected, and any other proper business may be transacted. Section 3. Special Meeting. A special meeting of the shareholders may be --------------- called at any time by a majority of the board of directors, or by the chairman or vice chairman of the board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes on any issue proposed to be considered at that meeting. If a special meeting is called by any person or persons specified in the preceding paragraph, the request shall be in writing, shall be delivered by certified or registered mail to the president or the secretary of the corporation, and shall be in accordance with Section 33-7-102 of the South Carolina Business Corporation Act of 1988 (the "Business Corporation Act"). The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 4 and 5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than ten (10) nor more than sixty (60) days after the receipt of the request. If the notice is not given within thirty (30) days after receipt of the request, the person or persons requesting the meeting may petition the circuit court of the county where the corporation's principal office (or, if none in the State of South Carolina, its registered office) is located, and the circuit court may order a meeting to be held on application of a person or persons who signed the request. Nothing contained in this paragraph of this Section 3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the board of directors may be held. Section 4. Notice Of Shareholders' Meetings. All notices of meetings of -------------------------------- shareholders shall be sent or otherwise given in accordance with Section 5 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election. Section 5. Manner Of Giving Notice. Notice of any meeting of ----------------------- shareholders shall be in writing, unless oral notice is reasonable under the circumstances. Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area 1 where published; or by radio, television, or other form of public broadcast communication. Written notice shall be deemed effective when mailed, if mailed postpaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders. Oral notice shall be deemed effective when communicated. If any notice addressed to a shareholder at the address of that shareholder shown in the corporation's current record of shareholders is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice. An affidavit of the mailing, or other means of giving any notice of any shareholders meeting may be executed by the secretary, assistant secretary, or any transfer agent of the corporation giving the notice, and shall thereupon be filed and maintained in the minute book of the Corporation. Section 6. Quorum and Voting Requirements. A "voting group" shall mean ------------------------------ all shares of one or more classes or series that under the Articles of Incorporation or the Business Corporation Act are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the Articles of Incorporation or the Business Corporation Act to vote generally on the matter shall be considered for that purpose a single voting group. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if quorum of those shares exists with respect to that matter. A majority of the votes entitled to be cast on the matter by the voting group constitute a quorum of that voting group for action on that matter. Once a share is represented for any purpose at a meeting, it is considered present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 11 of this Article II, subject to the provisions of the Business Corporation Act. The shareholders vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. Section 7. Adjourned Meeting; Notice. Any shareholders' meeting, annual ------------------------- or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the shareholders, and notice need not be given of the adjourned meeting if the new date, time and place are announced at the meeting before adjournment. If the adjourned meeting takes place more than one-hundred twenty (120) days after the date fixed for the original meeting, a new record date must be fixed. If a new record date is or must be fixed pursuant to the provisions of this Section 7 of this Article II or the Business Corporation Act, notice of any such adjourned meeting for which notice is required shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 4 and 5 of this Article II. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. 2 Section 8. Election of Directors. --------------------- Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at which a quorum is present. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected. At a shareholders' meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for ---- any one or more candidates, a number of votes greater than the number of the shareholder's shares) unless the meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized, or a shareholder has either (1) given written notice of such intention to the president or other officer of the corporation not less than forty-eight (48) hours before the time fixed for the meeting, which notice shall be announced in such meeting before the voting or (2) announced his intention in such meeting before the voting for directors shall commence. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of directors to be elected, multiplied by the number of votes to which that shareholder's shares are entitled, or distribute the shareholder's votes on the same principle among any or all of the candidates, as the shareholder thinks fit. If a shareholder intending to cumulate his votes gives notice at the meeting, the person presiding may, or if requested by any shareholder shall, recess the meeting for a period not to exceed two hours. Section 9. Waiver Of Notice Or Consent By Absent Shareholders. The -------------------------------------------------- transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the action taken as set forth in the minutes. The waiver of notice or consent need not specify either the business transacted or to be transacted or the purpose of any annual or special meeting of shareholders. All such waivers, consent or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance by a person at a meeting shall also constitute a waiver of objection to lack of notice or defective notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting. Section 10. Shareholder Action By Written Consent Without A Meeting. Any ------------------------------------------------------- action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if one or more consents in writing, setting forth the action so taken, are signed by the holders of all of the outstanding shares of the corporation entitled to vote at a meeting to authorize or take that action, or by such holders' attorneys-in-fact or proxy holders. All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder's proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary. Section 11. Record Date For Shareholder Notice, Voting, And Giving ------------------------------------------------------ Consents. For purposes of determining the shareholders entitled to notice of - -------- any meeting, to vote, or to give consent to corporate action without a meeting, the board of directors may fix, in advance, a record date, which shall not be more than seventy (70) days before the date of any such meeting or any such action, and in this event only shareholders of record on the date so fixed are entitled to notice, to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the Business Corporation Act. If no record date is fixed for determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, or other distribution, the date on which the resolution of the board of directors declaring such action or dividend or distribution is adopted, as the case may be, shall be the record date for determination of shareholders. 3 If a meeting of the shareholders is called by any person entitled to do so pursuant to the Business Corporation Act, and if the board of directors fails or refuses to fix a record date for the purpose of determining shareholders entitled to notice of or to vote at such meeting, then the persons calling such meeting may fix a record date in accordance with the first paragraph of this Section 11. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless a new record date is fixed in accordance with the first paragraph of this Section 11 or is required to be so fixed by Section 33-7-107 of the Business Corporation Act. Section 12. Proxies. Every person entitled to vote for directors or on ------- any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the shareholder or the shareholder's attorney in fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting, giving notice of revocation, and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 33-7-220 of the Business Corporation Act. Section 13. Inspectors Of Election. Before or during any meeting of ---------------------- shareholders, the board of directors or the chairman of the meeting may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. The number of inspectors shall be either one (1) or three (3). If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may appoint a person to fill that vacancy. The inspector(s) shall: (a) determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies; (b) receive votes, ballots, or consents; (c) hear and determine all challenges and questions in any way arising in connection with the right to vote; (d) count and tabulate all votes, ballots or consents; (e) determine when the polls shall close; (f) determine and announce the result; and (g) do any other acts that may be proper to conduct the election or vote with fairness to all shareholders. ARTICLE III DIRECTORS Section 1. Powers. Subject to the provisions of the Business Corporation ------ Act and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors. 4 Section 2. Number Of Directors. The authorized number of directors shall ------------------- not be less than three (3) nor more than five (5), until changed by amendment of the articles of incorporation or these bylaws. The exact number of directors shall be fixed, within the limits specified, by resolution duly adopted by the Board of Directors. Until changed by resolution duly adopted by the Board of Directors, the exact number of directors shall be three (3). Section 3. Election And Term Of Office Of Directors. All nominations for ---------------------------------------- the board of directors must be made in writing and received by the secretary of the corporation no less than 10 days prior to the date of the shareholders' meeting at which one or more directors are to be elected. Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified or until earlier resignation, removal, death or incapacity. Section 4. Vacancies. Vacancies in the board of directors may be filled --------- by the shareholders or by a majority of the remaining directors, though less than a quorum, or by a sole remaining director. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified or until earlier resignation, removal, death or incapacity. A vacancy or vacancies in the board of directors shall be deemed to exist in the event of the death, resignation, or removal of any director, or if the board of directors by vote at a specially called meeting solely for such purpose removes a director for cause, or if the authorized number of directors is increased or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting. Cause for removal of a director under this section shall mean fraudulent or dishonest acts, or gross abuse of authority in discharge of duties to the corporation. Any director may resign effective on giving written notice to the chairman or vice chairman of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires. Section 5. Place Of Meetings And Meetings By Telephone. Regular meetings ------------------------------------------- of the board of directors may be held at any place within or outside the State of South Carolina that has been designated from time to time by resolution of the board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board shall be held at any place within or outside the State of South Carolina that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting. Section 6. Annual Meeting. Immediately following each annual meeting of -------------- shareholders, the board of directors shall hold a regular meeting for the purpose of organization, any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required. Section 7. Other Regular Meetings. Other regular meetings of the board of ---------------------- directors shall be held without call at such time as shall from time to time be fixed by the board of directors. Such regular meetings may be held without notice. Section 8. Special Meetings; Notice. Special meetings of the board of ------------------------ directors for any purpose or purposes may be called at any time by the chairman of the board or the president or any vice president or the secretary or any two directors. Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at the director's address 5 as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation. Section 9. Quorum. A majority of the authorized number of directors shall ------ constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article III. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. Section 10. Waiver Of Notice. The transactions of any meeting of the ---------------- board of directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting, before or at its commencement, the lack of notice to that director. Section 11. Adjournment. A majority of the directors present, whether or ----------- not constituting a quorum, may adjourn any meeting to another time and place. Section 12. Notice Of Adjournment. Notice of the time and place of --------------------- holding an adjourned meeting need not be given unless the meeting is adjourned for more than forty-eight (48) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 8 of this Article III, to the directors who were not present at the time of the adjournment. Section 13. Action Without Meeting. Any action required or permitted to ---------------------- be taken by the board of directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as an unanimous vote of the board of directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Section 14. Fees And Compensation Of Directors. Directors and members of ---------------------------------- committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the board of directors. This Section 14 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services. ARTICLE IV COMMITTEES Section 1. Committees Of Directors. The board of directors may, by ----------------------- resolution adopted by a majority of the authorized number of directors, designate one or more committees each consisting of two or more directors, to serve at the pleasure of the board. The board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to the authority of the board of directors to: 6 (1) authorize distributions; (2) approve or propose to shareholders action that is required to be approved by shareholders; (3) fill vacancies on the board of directors or on any of its committees; (4) amend the Articles of Incorporation; (5) adopt, amend, or repeal Bylaws; (6) approve a plan of merger not requiring shareholder approval; (7) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or (8) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee (or a senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors. Section 2. Meetings And Action Of Committees. Meetings and action of --------------------------------- committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Sections 5 (place of meetings), 7 (regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of notice), 11 (adjournment), 12 (notice of adjournment), and 13 (action without meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee; special meetings of committees may also be called by resolution of the board of directors; and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws or the Business Corporation Act. ARTICLE V OFFICERS Section 1. Officers. The officers of the corporation shall be a chairman -------- of the board, a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the board of directors, a vice chairman of the board, one or more vice presidents, a treasurer, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. If there is a treasurer, he shall be the chief financial officer unless some other person is so appointed by the board of directors. Any number of offices may be held by the same person, but no officer may act in more than one capacity where action by two or more officers is required. Section 2. Election Of Officers. The officers of the corporation, -------------------- except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the board of directors, and each shall serve at the pleasure of the board, subject to all rights, if any, of an officer under any contract of employment. Section 3. Subordinate Officers. The board of directors may appoint, -------------------- and may empower the chairman of the board or the president to appoint, such other officers as the business of the corporation may require, each of 7 whom shall hold office for such period, have such authority and perform such duties as are provided in the bylaws or as the board of directors may from time to time determine. Section 4. Removal And Resignation Of Officers. Subject to the rights, ----------------------------------- if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the board of directors, or, except in case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors. Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Section 5. Vacancies In Offices. A vacancy in any office because of -------------------- death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office. Section 6. Chairman Of The Board. The chairman of the board shall be the --------------------- chief executive officer of the corporation unless the president is so designated and shall, subject to the control of the board of directors, have general supervision, direction, and control of the business and the officers of the corporation. He shall, if present, preside at meetings of the board of directors and shareholders and exercise and perform such other powers and duties as may be from time to time assigned to him by the board of directors or prescribed by the bylaws. If there is no president, the chairman of the board shall in addition be the chief operating officer of the corporation and shall have the powers and duties prescribed in Section 8 of this Article V. Section 7. Vice Chairman Of The Board. In the absence or disability of -------------------------- the chairman of the board, the vice chairman of the board shall perform all the duties of the chairman of the board, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the chairman of the board. The vice chairman of the board shall have such other powers and perform such other duties as from time to time may be prescribed for him by the board of directors or the bylaws. Section 8. President. The president shall be the chief operating --------- officer of the corporation and, subject to general supervision of the chairman of the board, shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of-directors or the bylaws. In the absence of the chairman of the board, or the vice chairman of the board, or if there be none, he shall preside at all meetings of the shareholders and at all meetings of the board of directors. Section 9. Vice Presidents. In the absence or disability of the --------------- president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors or the bylaws. Section 10. Secretary. The secretary shall prepare and keep or cause to --------- be kept, at the principal executive office or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at directors meetings or committee meetings, the number of shares present or represented at shareholders' meetings, and the proceedings. The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation's transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of 8 shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation. The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the board of directors required by the bylaws or by law to be given. The secretary shall keep the seal of the corporation if one be adopted, in safe custody, shall be responsible for authenticating records of the corporation and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by the bylaws. Section 11. Chief Financial Officer. The chief financial officer shall ----------------------- keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director. The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the board of directors or the bylaws. ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS The corporation shall, to the maximum extent permitted by the Business Corporation Act, indemnify each of its agents against expenses, judgments, fines, settlements an other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the corporation. For purposes of this Section, an "agent" of the corporation includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. ARTICLE VII RECORDS AND REPORTS Section 1. Maintenance And Inspection Of Share Register. The -------------------------------------------- corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the board of directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder. A shareholder or shareholders of the corporation may, upon at least five (5) days' written demand in good faith under oath stating with reasonable particularity the purpose therefor and containing any other reasonable assurances that the information so obtained shall not be misused, for any proper purpose inspect and copy the record of shareholders' names and addresses and shareholdings during usual business hours. Any inspection and copying under this Section 1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand. 9 Section 2. Maintenance And Inspection Of Bylaws. The corporation shall ------------------------------------ keep at its principal executive office, the original or a copy of the bylaws as amended to date, which shall be open to inspection by the shareholders in accordance with Section 33-16-102 of the Business Corporation Act. Section 3. Maintenance And Inspection Of Other Corporate Records. The ----------------------------------------------------- accounting books and records and minutes of proceedings of the shareholders and the board of directors and any committee or committees of the board of directors shall be kept at such place or places designated by the board of directors, or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes of shareholders meetings and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, upon at least five (5) days' written demand under oath stating the purpose therefor and containing any other reasonable assurances that the information so obtained shall not be misused, at any reasonable time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. Section 4. Inspection By Directors. Every director shall have the ----------------------- absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents. Section 5. Financial Statements. A copy of any annual financial -------------------- statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation as set forth below and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such shareholder. Not later than one hundred twenty (120) days after the close of each fiscal year, the corporation shall mail to each shareholder of record a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year, a profit and loss statement respecting its operation for the immediately preceding twelve (12) months and a statement of changes in shareholders' equity for the year. Such financial statements shall be filed at the principal place of business of the corporation and shall be kept for at least ten (10) years. The corporation shall also, on the written request of any shareholder who was not mailed the statements, mail to such shareholder a copy of the last annual, semi-annual, or quarterly financial statements. The financial statements referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation. ARTICLE VIII GENERAL CORPORATE MATTERS Section 1. Record Date For Purposes Other Than Notice And Voting. For ----------------------------------------------------- purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than voting at meetings or action by shareholders by written consent without a meeting), the board of directors may fix, in advance, a record date, which shall not be more than seventy (70) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the Business Corporation Act. 10 If the board of directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be fixed as provided in Article II, Section 11 of these Bylaws. Section 2. Checks, Drafts, Evidences Of Indebtedness. All checks, ----------------------------------------- drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by resolution of the board of directors. Section 3. Corporate Contracts And Instruments; How Executed. The ------------------------------------------------- board of directors, except as otherwise provided in these bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. Section 4. Certificates For Shares. A certificate or certificates for ----------------------- shares of the capital stock of the corporation shall be issued to each shareholder when any of these shares are fully paid. All certificates shall be signed in the name of the corporation by the president or vice president and by the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile if the certificate is countersigned by a transfer agent or any assistant transfer agent, or registered by a registrar other than the corporation itself or an employee of the corporation. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer at the date of issue. Section 5. Lost Certificates. Except as provided in this Section 5, no ----------------- new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the corporation and cancelled at the same time. The board of directors may, in case any share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against claim that may be made against it, including any expense or liability, on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate. Section 6. Representation Of Shares Of Other Corporations. The chairman ---------------------------------------------- of the board, vice chairman of the board, the president, or any vice president, or any other person authorized by resolution of the board of directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by of these officers. Section 7. Construction And Definitions. Unless the context requires ---------------------------- otherwise, the general provisions, rules of construction, and definitions in the Business Corporation Act shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person. ARTICLE IX AMENDMENTS Section 1. Amendment By Shareholders. New bylaws may be adopted or ------------------------- these bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote. 11 Section 2. Amendment By Directors. Subject to the rights of the ---------------------- shareholders as provided in Section 1 of this Article IX, to adopt, amend, or repeal bylaws, bylaws may be adopted, amended, or repealed by the board of directors, provided, however, that the board of directors may adopt a bylaw or amendment of a bylaw changing the authorized number of directors only for the purpose of fixing the exact number of directors within the limits specified in the articles of incorporation or in Section 2 of Article III of these bylaws. 12 EX-27.0 3 0003.txt FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 12-MOS SEP-30-2000 OCT-01-1999 SEP-30-1999 380,000 1,972,000 9,475,000 500,000 61,000 15,411,000 16,190,000 2,517,000 35,050,000 13,680,000 0 0 0 16,000 17,842,000 35,050,000 37,344,000 37,783,000 0 35,291,000 0 401,000 0 2,091,000 700,000 1,838,000 0 0 0 1,838,00 1.19 1.19
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