-----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, P5oacK0lJOM0dxSNRP0aoxSbm3I40M22P6K0l1sAcxLlZ+zmgGXdrInIYtnTXE2w hSYGkQwkC6KMJCE/41ALLQ== 0000898430-02-000073.txt : 20020413 0000898430-02-000073.hdr.sgml : 20020413 ACCESSION NUMBER: 0000898430-02-000073 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20020111 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14665 FILM NUMBER: 2507116 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/A 1 d10k405a.txt AMENDMENT TO FORM 10-K405 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (MARK ONE) [X] AMENDMENT NO. 1 TO 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, 2001 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. 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 14, 2001 the approximate aggregate market value of Daily Journal Corporation's voting stock held by non-affiliates was $14,900,000. As of December 14, 2001 there were outstanding 1,533,521 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 2002 are incorporated by reference into Part III. 1 This Amendment No. 1 to Form 10-K is being filed to amend (i) Part II, Item 6- - -Selected Financial Data (specifically, the amount of "working capital as conventionally reported" in the Consolidated Balance Sheet Data for September 30, 1999), (ii) Part II, Item 7--Management's Discussion and Analysis of Financial Condition and Results of Operations (specifically, the comparison of fiscal year ended September 30, 2001 to fiscal year ended September 30, 2000 in the "Results of Operations" section), and (iii) Part II, Item 8--Financial Statements and Supplementary Data (specifically, Note 7 to the Company's Consolidated Financial Statements) of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2001 (the "10-K"). PART II Item 6. Selected Financial Data. The amount of $6,200,000 listed as "working capital as conventionally reported" in the Consolidated Balance Sheet Data for September 30, 1999 (appearing on page 16 of the 10-K) is hereby amended by substituting the amount of $6,040,000. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. The first two sentences of the last paragraph of the section titled "Results of Operation--2001 Compared to 2000" (appearing on page 18 of the 10-K) are hereby amended by deleting such sentences in their entirety and replacing them with the following: The Company's non-Sustain business segment pretax profit decreased by $2,047,000 (36%) to $3,616,000 from $5,663,000, primarily due to a downturn in commercial advertising and fewer court rule subscriptions. Sustain's business segment pretax loss increased by $15,864,000 primarily because of the write-offs of (i) the capitalized Sustain software development costs of $15,048,000 and (ii) the remaining Sustain goodwill of $979,000 as well as reduced consulting revenues. Item 8. Financial Statements and Supplementary Data. The chart containing summarized financial information concerning the Company's reportable segments for fiscal year 2001 (appearing on page 33 of the 10-K) is hereby amended by deleting such chart in its entirety and replacing it with the following:
Reportable Segments ------------------------------------ Total Results Non-Sustain Sustain For Both Segments ---------------- ------------------ --------------------- (in thousands) 2001 Revenues $33,169 $ 2,055 $ 35,224 Profit (loss) before taxes 3,616 (18,989) (15,373) Total assets 18,423 2,744 21,167 Capital expenditures 1,635 8,266 9,901 Depreciation, amortization and goodwill impairment charges 1,641 2,236 3,877 Income tax benefits (expenses) (1,390) 3,390 2,000 Total after-tax income (loss) 2,226 (15,599) (13,373)
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Amendment No. 1 to the Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. DATE: January 10, 2002 DAILY JOURNAL CORPORATION By: /s/ Gerald L. Salzman --------------------------------------- Gerald L. Salzman President, Treasurer, Chief Financial Officer and Principal Accounting Officer 2 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 - ----------- --------------- --------------- ---------------- ------------ 2001 Allowance for doubtful accounts................ $500,000 $245,000 $(245,000) $500,000 ======== ======== ========= ======== 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 ======== ======== ========= ========
3 Exhibit Index 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. (=) 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. (+) 10.9 Note Secured by Deed of Trust, dated January 2, 2001, in the principal amount of $2,000,000 executed by Daily Journal Corporation in favor of City National Bank. (o) 10.10 Deed of Trust, Assignment of Rents and Fixture Filing, dated January 2, 2001, executed by Daily Journal Corporation in favor of City National Bank. (o) 10.11 Letter Agreement, dated January 2, 2001, regarding the Promissory Note dated January 2, 2001 in the principal amount of $4,000,000 executed by Daily Journal Corporation and Sustain Technologies, Inc. in favor of City National Bank. (o) 10.12 Promissory Note, dated January 2, 2001, in the principal amount of $4,000,000 executed by Daily Journal Corporation and Sustain Technologies, Inc. in favor of City National Bank. (o) 10.13 Commercial Security Agreement, dated January 2, 2001, executed by Daily Journal Corporation in favor of City National Bank. (o) 10.14 Commercial Security Agreement, dated January 2, 2001, executed by Sustain Technologies, Inc. in favor of City National Bank. (o)
4 21.0 SUSTAIN Technologies, Inc., a Virginia Corporation ("Sustain"), is a 93% 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. 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 an Exhibit bearing the same number to the Annual Report on Form 10-K for the year ended September 30, 2000. (o) Filed as an Exhibit to the quarterly report on Form 10-Q for the quarter ended December 30, 2000. 5 -----END PRIVACY-ENHANCED MESSAGE-----