10-Q 1 d10q.htm FORM 10-Q Form 10-Q
Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

 

þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2005

 

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to                     

 

Commission File Number 0-14665

 

DAILY JOURNAL CORPORATION

(Exact name of registrant as specified in its charter)

 

South Carolina   95-4133299

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

915 East First Street

Los Angeles, California

  90012-4050
(Address of principal executive offices)   (Zip code)

 

(213) 229-5300

(Registrant’s telephone number, including area code)

 

None

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes:  x    No:  ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “Accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one)

 

Large Accelerated Filer:    ¨    Accelerated Filer:    ¨    Non-accelerated Filer:    x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

 

Class


 

Outstanding at January 31, 2006


Common Stock, par value $ .01 per share   1,500,576 shares

 


 

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DAILY JOURNAL CORPORATION

 

INDEX

 

     Page Nos.

PART I Financial Information

    

Item 1. Financial statements

    

Consolidated Balance Sheets -
December 31, 2005 and September 30, 2005

   3

Consolidated Statements of Income -
Three months ended December 31, 2005 and 2004

   4

Consolidated Statements of Cash Flows -
Three months ended December 31, 2005 and 2004

   5

Notes to Consolidated Financial Statements

   6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

   9

Item 3. Quantitative and Qualitative Disclosures about Market Risk

   12

Item 4. Controls and Procedures

   12

Part II Other Information

    

Item 6. Exhibits

   13

 

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PART I

Item 1. FINANCIAL STATEMENTS

DAILY JOURNAL CORPORATION

CONSOLIDATED BALANCE SHEETS

 

    

December 31

2005


   

September 30

2005


 
     (Unaudited)        

ASSETS

                

Current assets

                

Cash and cash equivalents

   $ 283,000     $ 471,000  

U.S. Treasury Notes and Bills, at cost plus discount earned

     11,140,000       11,308,000  

Accounts receivable, less allowance for doubtful accounts of $250,000 at December 31, 2005 and September 30, 2005

     3,739,000       4,364,000  

Inventories

     32,000       53,000  

Prepaid expenses and other assets

     203,000       162,000  

Deferred income taxes

     1,661,000       1,666,000  
    


 


Total current assets

     17,058,000       18,024,000  
    


 


Property, plant and equipment, at cost

                

Land, buildings and improvements

     12,876,000       12,876,000  

Furniture, office equipment and computer software

     3,348,000       3,102,000  

Machinery and equipment

     1,908,000       1,818,000  
    


 


       18,132,000       17,796,000  

Less accumulated depreciation

     (6,084,000 )     (5,923,000 )
    


 


       12,048,000       11,873,000  

U.S. Treasury Notes

     2,998,000       2,998,000  

Deferred income taxes

     864,000       941,000  
    


 


     $ 32,968,000     $ 33,836,000  
    


 


LIABILITIES AND SHAREHOLDERS’ EQUITY

                

Current liabilities

                

Accounts payable

   $ 4,034,000     $ 3,908,000  

Accrued liabilities

     1,688,000       2,529,000  

Income taxes

     702,000       772,000  

Notes payable – current portion

     186,000       184,000  

Deferred subscription revenue and other revenues

     6,187,000       6,881,000  
    


 


Total current liabilities

     12,797,000       14,274,000  
    


 


Long term liabilities

                

Accrued liabilities

     875,000       830,000  

Notes payable – long term

     4,160,000       4,191,000  
    


 


Total long term liabilities

     5,035,000       5,021,000  
    


 


Commitments and contingencies (Notes 7 and 8)

     —         —    

Shareholders’ equity

                

Preferred stock, $.01 par value, 5,000,000 shares authorized and no shares issued

     —         —    

Common stock, $.01 par value, 5,000,000 shares authorized; 1,500,598 shares, at December 31, 2005 and September 30, 2005, outstanding

     15,000       15,000  

Other paid-in capital

     1,908,000       1,908,000  

Retained earnings

     14,119,000       13,524,000  

Less 47,445 treasury shares, at December 31, 2005 and September 30, 2005, at cost

     (906,000 )     (906,000 )
    


 


Total shareholders’ equity

     15,136,000       14,541,000  
    


 


     $ 32,968,000     $ 33,836,000  
    


 


 

See accompanying Notes to Consolidated Financial Statements.

 

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DAILY JOURNAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

     Three months ended
December 31


 
     2005

    2004

 

Revenues

                

Advertising

   $ 4,151,000     $ 3,951,000  

Circulation

     2,370,000       2,535,000  

Information systems and services

     927,000       1,500,000  

Advertising service fees and other

     682,000       759,000  
    


 


       8,130,000       8,745,000  
    


 


Costs and expenses

                

Salaries and employee benefits

     4,122,000       4,153,000  

Commissions and other outside services

     1,102,000       1,071,000  

Newsprint and printing expenses

     573,000       586,000  

Postage and delivery expenses

     407,000       453,000  

Depreciation and amortization

     196,000       193,000  

Other general and administrative expenses

     807,000       851,000  
    


 


       7,207,000       7,307,000  
    


 


Income from operations

     923,000       1,438,000  

Other income and (expense)

                

Interest income

     131,000       46,000  

Interest expense

     (79,000 )     (79,000 )
    


 


Income before taxes

     975,000       1,405,000  

Provision for income taxes

     380,000       300,000  
    


 


Net income

   $ 595,000     $ 1,105,000  
    


 


Weighted average number of common shares outstanding - basic and diluted

     1,453,153       1,454,365  
    


 


Basic and diluted net income per share

   $ .41     $ .76  
    


 


 

See accompanying Notes to Consolidated Financial Statements.

 

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DAILY JOURNAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

     Three months ended
December 31


 
     2005

    2004

 

Cash flows from operating activities

                

Net income

   $ 595,000     $ 1,105,000  

Adjustments to reconcile net income to net cash provided by (used for) operations

                

Depreciation and amortization

     196,000       193,000  

Deferred income taxes

     82,000       250,000  

Discount earned on U.S. Treasury Bills

     (38,000 )     (44,000 )

Changes in assets and liabilities

                

(Increase) decrease in current assets

                

Accounts receivable, net

     625,000       (974,000 )

Inventories

     21,000       (4,000 )

Prepaid expenses and other assets

     (41,000 )     (17,000 )

Income taxes receivable

     —         40,000  

Increase (decrease) in current liabilities

                

Accounts payable

     126,000       326,000  

Accrued liabilities

     (796,000 )     (590,000 )

Income taxes

     (70,000 )     —    

Deferred subscription and other revenues

     (694,000 )     (602,000 )
    


 


Cash provided by (used for) operating activities

     6,000       (317,000 )
    


 


Cash flows from investing activities

                

Purchases of U.S. Treasury Notes

     (591,000 )     (6,927,000 )

Sales of U.S. Treasury Bills

     796,000       7,300,000  

Purchases of property, plant and equipment, net

     (370,000 )     (241,000 )
    


 


Net cash (used for) received from investing activities

     (165,000 )     132,000  
    


 


Cash flows from financing activities

                

Payment of loan principals

     (29,000 )     (41,000 )
    


 


Cash used for financing activities

     (29,000 )     (41,000 )
    


 


Decrease in cash and cash equivalents

     (188,000 )     (226,000 )

Cash and cash equivalents

                

Beginning of period

     471,000       290,000  
    


 


End of period

   $ 283,000     $ 64,000  
    


 


Interest paid during period

   $ 79,000     $ 79,000  
    


 


See accompanying Notes to Consolidated Financial Statements.

 

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DAILY JOURNAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1 - The Corporation and Operations

 

The Daily Journal Corporation (the “Company”) publishes newspapers and web sites covering California, Arizona and Nevada, as well as the California Lawyer and 8-K magazines, and produces several specialized information services. Sustain Technologies, Inc. (“Sustain”), a 93% owned subsidiary as of December 31, 2005, has been consolidated since it was acquired in January 1999. Sustain supplies case management software systems and related products to courts and other justice agencies, including district attorney offices and administrative law organizations. These courts and agencies use the Sustain family of products to help manage cases and information electronically and to interface with other critical justice partners. Sustain’s products are designed to help users manage electronic case files from inception to disposition, including all aspects of calendaring and accounting, report and notice generation, the implementation of standards and business rules and other corollary functions. Essentially all of the Company’s operations are based in California, Arizona, Colorado and Nevada.

 

Note 2 - Basis of Presentation

 

In the opinion of the Company, the accompanying interim unaudited consolidated financial statements contain all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of its financial position as of December 31, 2005, the results of operations for the three-month periods ended December 31, 2005 and 2004 and its cash flows for the three months ended December 31, 2005 and 2004. The results of operations for the three-months ended December 31, 2005 and 2004 are not necessarily indicative of the results to be expected for the full year.

 

The consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2005.

 

Certain reclassifications of previously reported amounts have been made to conform to the current year’s presentation.

 

Note 3 - Basic and Diluted Income Per Share

 

The Company does not have any common stock equivalents, and therefore the basic and diluted income per share are the same.

 

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Note 4 - Operating Segments

 

Summarized financial information concerning the Company’s reportable segments is shown in the following table:

 

     Reportable Segments

   

Total Results

for both
Segments


 
     Traditional
Business


    Sustain

   

Three months ended December 31, 2005

                        

Revenues

   $ 7,203,000     $ 927,000     $ 8,130,000  

Income (loss) before taxes

     1,172,000       (197,000 )     975,000  

Total assets

     30,565,000       2,403,000       32,968,000  

Capital expenditures

     345,000       25,000       370,000  

Depreciation and amortization

     186,000       10,000       196,000  

Income tax benefits (expenses)

     (460,000 )     80,000       (380,000 )

Net income (loss)

     712,000       (117,000 )     595,000  

Three months ended December 31, 2004

                        

Revenues

   $ 7,245,000     $ 1,500,000     $ 8,745,000  

Income before taxes

     1,033,000       372,000       1,405,000  

Total assets

     26,962,000       3,835,000       30,797,000  

Capital expenditures

     211,000       30,000       241,000  

Depreciation and amortization

     178,000       15,000       193,000  

Income tax benefits (expenses)

     (220,000 )     (80,000 )     (300,000 )

Net income

     813,000       292,000       1,105,000  

 

Note 5 - Revenue Recognition

 

Proceeds from the sale of subscriptions for newspapers, court rule books and other publications and other services are recorded as deferred revenue and are included in earned revenue only when the services are provided, generally over the subscription or lease term. Advertising revenues are recognized when advertisements are published.

 

The Company recognizes revenues from both the lease and sale of software products. Revenues from leases of software products are recognized over the life of the lease while revenues from software product sales are recognized normally upon delivery, installation or acceptance pursuant to a signed agreement. Revenues from annual maintenance contracts generally call for the Company to provide software updates and upgrades to customers and are recognized ratably over the maintenance period. Consulting and other services are recognized as performed or upon acceptance by the customers.

 

Note 6 - Income Tax Accounting

 

On a pretax profit of $975,000 for the three months ended December 31, 2005, the Company recorded a tax provision of $380,000, which is lower than the amount computed under statutory rate, because it was able to utilize, for financial statement purposes, the state tax benefits from Sustain-segment operating loss carry-forwards. On a pretax profit of $1,405,000 for the three months ended December 31, 2004, the Company recorded a tax provision of $300,000 because it was able to utilize the state tax benefit from Sustain-segment operating loss carry-forwards and federal research and development tax credits.

 

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Note 7 - Debt and Other Commitments

 

The Company owns its facilities in Los Angeles and leases space for its other offices under operating leases, which expire at various dates through 2010. The Company is responsible for a portion of maintenance, insurance and property tax expenses relating to certain leased property. Rental expenses for comparable three-month periods ended December 31, 2005 and 2004 were $150,000 and $171,000, respectively.

 

As of December 31, 2005, the Company had two real estate loans: one of $1,587,000, which bears a fixed interest rate of 6.84%, is repayable in equal monthly installments of about $18,000 through 2016, and another, obtained in 2004, of $2,759,000, which bears a fixed interest rate of 6.84%, is repayable in equal monthly installments of about $22,000 through 2024. Each loan is secured by one of the Company’s two buildings in Los Angeles and can be paid off without prepayment penalty.

 

Note 8 - Contingencies

 

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. There has never been a resolution of the payment dispute between Sustain and a terminated outside service provider whose software development work was terminated by Sustain in April 2001 as a result of serious flaws and long delays. The terminated outside service provider filed for bankruptcy in December 2001 and stated in its filings with the U.S. Bankruptcy Court that it was considering bringing a collection action against Sustain. If it does, Sustain will assert counter-claims that completely offset the terminated outside provider’s claims. Sustain will vigorously defend any litigation or action brought by the terminated outside service provider, although no assurances can be made as to the ultimate outcome of the dispute. It is the opinion of management that adequate provision has been made for any amounts that may become due as a result of the dispute.

 

Sustain received a letter in April 2003 from counsel to the Ontario, Canada Ministry of the Solicitor General, Ministry of Public Safety and Security and Ministry of the Attorney General (collectively, the “Ministries”). The Ministries had entered into a contract with Sustain, dated as of April 22, 1999 (the “Contract”), pursuant to which the Ministries sought to license the software product that was to be developed by the outside service provider referred to above. The Contract was formally terminated in June 2002. The letter from counsel purported to invoke the dispute resolution process set forth in the Contract and claimed damages in the amount of $20 million. Counsel for Sustain and counsel for the Ministries engaged in preliminary discussions with respect to this matter, and the dispute resolution process set forth in the Contract was not utilized. Counsel for Sustain last communicated with counsel for the Ministries by a letter sent in April 2003. At this point, management is unable to determine whether this matter will have a material adverse effect on Sustain and the Company.

 

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Revenues were $8,130,000 and $8,745,000 for the three months ended December 31, 2005 and 2004, respectively. This decrease of $615,000 (7%) was primarily attributable to a decline in Sustain’s consulting revenues, due to higher than average revenues in the 2004 period and temporary delays in several California court projects, and a decline in circulation revenues. This decrease was partially offset by the increased revenues from display and classified advertising.

 

Display advertising increased by $98,000 and classified advertising revenues increased by $188,000. Public notice advertising revenues decreased by $86,000 primarily resulting from a continuing decline in trustee foreclosure sales because of stronger housing markets in Arizona. The Company’s smaller newspapers, those other than the Los Angeles and San Francisco Daily Journals (“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 27% of the Company’s total revenues. The Daily Journals accounted for about 74% of the Company’s total circulation revenues, and their circulation levels decreased by about 4%, which is consistent with recent circulation trends. The court rule and judicial profile services generated about 15% of the total circulation revenues, with the other newspapers and services accounting for the balance. Total circulation revenues decreased by $165,000. Information system and service revenues decreased by $573,000 primarily because of the decline in Sustain’s consulting revenues discussed above. The Company’s revenues derived from Sustain’s operations constituted about 11% and 17% of the Company’s total revenues for the three months ended December 31, 2005 and 2004, respectively.

 

Costs and expenses decreased by $100,000 (1%) to $7,207,000 from $7,307,000. Total personnel costs were $4,122,000, representing a decrease of $31,000 (1%). The decline in the number of subscribers contributed to the decrease of postage and delivery expenses of $46,000 (10%). Other general and administrative expenses decreased by $44,000 (5%) primarily resulting from reduced rent for Sustain.

 

The Company’s expenditures for the development of new Sustain software products are highly significant and will materially impact overall results at least through fiscal 2006. These costs are expensed as incurred until technological feasibility of the product has been established, at which time such costs are capitalized, subject to expected recovery. Sustain’s internal development costs, which are primarily incremental costs, aggregated $355,000 and $266,000 for the three months ended December 31 2005 and 2004, respectively. If Sustain’s internal development programs are not successful, they will significantly and adversely impact the Company’s ability to maximize its existing investment in the Sustain software, to service its existing customers, and to compete for new opportunities in the case management software business.

 

The Company’s traditional business segment pretax profit increased by $139,000 (13%) to $1,172,000 from $1,033,000 primarily resulting from increased revenues from display and classified advertising and decreased expenses, partially offset by decreased revenues from circulation. Sustain’s business segment pretax loss increased $569,000 (153%) from a profit of $372,000 to a loss of $197,000, primarily because of the decline in Sustain’s consulting revenues discussed above. The temporary delays in several of Sustain’s California court projects have ended, and the Company expects Sustain’s consulting revenues in the remainder of fiscal 2006 to be generally in line with those experienced in fiscal 2005. Thereafter, however, while the Company expects to continue receiving license fees as a result of its installations, the amount of revenue from Sustain’s consulting services is uncertain, in that it depends on the unpredictable needs of our existing customers and our ability to secure new customers.

 

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Consolidated net income was $595,000 and $1,105,000 for the three months ended December 31, 2005 and 2004, respectively. On a pretax profit of $975,000 for the three months ended December 31, 2005, the Company recorded a tax provision of $380,000, which is lower than the amount computed under statutory rate, because it was able to utilize, for financial statement purposes, the state tax benefit from Sustain-segment operating loss carry-forwards. The tax provision was only $300,000 on a pretax profit of $1,405,000 for the three months ended December 31, 2004 because the Company was able to utilize the state tax benefit from Sustain-segment operating loss carry-forwards and federal research and development tax credits. Net income per share decreased to $.41 from $.76.

 

Liquidity and Capital Resources

 

During the three months ended December 31, 2005, the Company’s cash and cash equivalents and U.S. Treasury Note and Bill positions decreased by $356,000. Cash and cash equivalents were used for the purchase of capital assets of $370,000, primarily for additional computer equipment in Los Angeles. The cash provided by operating activities of $6,000 included a net decrease in prepayments for subscriptions and other revenues of $694,000. Proceeds from the sale of subscriptions from newspapers, court rule books and other publications and for software licenses and maintenance and other services are recorded as deferred revenue and are included in earned revenue only when the services are rendered. Cash flows from operating activities increased by $323,000 for the three months ended December 31, 2005 as compared to the prior comparable period primarily due to changes in current assets and liabilities, including the decreases in accounts receivable of $1,599,000, partially offset by the decreases in accounts payable and accrued liabilities of $406,000 and net income of $510,000. As of December 31, 2005, the Company had working capital of $10,448,000 before deducting the liability for deferred subscription revenues and other revenues of $6,187,000, which are scheduled to be earned within one year.

 

As of December 31, 2005, the Company had two real estate loans: one of $1,587,000, which bears a fixed interest rate of 6.84%, is repayable in equal monthly installments of about $18,000 through 2016, and another, obtained in 2004, of $2,759,000, which bears a fixed interest rate of 6.84%, is repayable in equal monthly installments of about $22,000 through 2024. Each loan is secured by one of the Company’s two buildings in Los Angeles and can be paid off without prepayment penalty.

 

If the Company requires additional funds, it may attempt to secure additional financing, which may or may not be available to the Company on acceptable terms.

 

Critical Accounting Policies

 

The Company’s financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Management believes that revenue recognition, accounting for capitalized software costs and income tax accounting are critical accounting policies.

 

Proceeds from the sale of subscriptions for newspapers, court rule books and other publications and other services are recorded as deferred revenue and are included in earned revenue only when the services are provided, generally over the subscription or lease term. Advertising revenues are recognized when advertisements are published.

 

The Company recognizes revenues from both the lease and sale of software products. Revenues from leases of software products are recognized over the life of the lease while revenues from software product sales are recognized normally upon delivery, installation or acceptance pursuant to a signed

 

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agreement. Revenues from annual maintenance contracts generally call for the Company to provide software updates and upgrades to customers and are recognized ratably over the maintenance period. Consulting and other services are recognized as performed or upon acceptance by the customers.

 

Pursuant to Statement of Financial Accounting Standards No. 86, Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed, costs related to the research and development of a new software product are to be expensed as incurred until the technological feasibility of the product is established. Accordingly, costs related to the development of new Sustain software products are expensed as incurred until technological feasibility has been established, at which time such costs are capitalized, subject to expected recoverability. In general, “technological feasibility” is achieved when the developer has established the necessary skills, hardware and technology to produce a product and a detailed program design has been (a) completed, (b) traced to the product specifications and (c) reviewed for high-risk development issues.

 

Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, establishes financial accounting and reporting standards for the effect of income taxes. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and the deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Fluctuations in the actual outcome of these future tax consequences could materially impact the Company’s financial position or its results of operations.

 

The above discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and the notes thereto included in this report.

 

Disclosure Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Certain statements contained in this document, including but not limited to those in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, are “forward-looking” statements that involve risks and uncertainties that may cause actual future events or results to differ materially from those described in the forward-looking statements. Words such as “expects,” “intends,” “anticipates,” “should,” “believes,” “will,” “plans,” “estimates,” “may,” variations of such words and similar expressions are intended to identify such forward-looking statements. We disclaim any intention or obligation to revise any forward-looking statements whether as a result of new information, future developments, or otherwise. There are many factors that could cause actual results to differ materially from those contained in the forward-looking statements. These factors include, among others: risks associated with the functionality and resources required for new and existing case management software projects; the success or failure of Sustain’s internal software development efforts; Sustain’s reliance on the time and materials professional services engagement with the California Administrative Office of the Courts for a substantial portion of its consulting revenues; the ultimate resolution, if any, of the dispute with the Ontario, Canada Ministries; material changes in the costs of materials; a further decline in subscriber and classified revenues; an inability to continue borrowing on current terms; possible changes in tax laws; collectibility of accounts receivable; potential increases in employee and consultant costs; attraction, training and retention of employees; changes in accounting guidance; and competitive factors in both the case management software business and the publishing business. In addition, such statements could be affected by general industry and market conditions and growth rates, general economic conditions (particularly in California) and other factors. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it

 

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can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from those in the forward-looking statements are disclosed in this Form 10-Q, including without limitation in conjunction with the forward-looking statements themselves. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in documents filed by the Company with the Securities and Exchange Commission.

 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company does not use derivative financial instruments. The Company does maintain a portfolio of cash equivalents maturing in three months or less as of the date of purchase and of U.S. Treasury Bills and Notes maturing within two years. Given the nature of the investments and the fact that the Company had no outstanding borrowing except for the two real estate loans, which bear a fixed interest rate, the Company was not subject to significant interest rate risk. As of December 31, 2005, the Company had two real estate loans: one of $1,587,000, which bears a fixed interest rate of 6.84%, is repayable in equal monthly installments of about $18,000 through 2016, and another, obtained in 2004, of $2,759,000, which bears a fixed interest rate of 6.84%, is repayable in equal monthly installments of about $22,000 through 2024. Each loan is secured by one of the Company’s two buildings in Los Angeles and can be paid off without prepayment penalty.

 

Item 4. CONTROLS AND PROCEDURES

 

An evaluation was performed under the supervision and with the participation of the Company’s management, including Gerald L. Salzman, its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2005. Based on that evaluation, Mr. Salzman concluded that the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company in reports it files or submits under the Securities Exchange Act of 1934, as amended, is (1) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and (2) accumulated and communicated to the Company’s management, including Mr. Salzman, in such a way as to allow timely decisions regarding required disclosure. There have been no material changes in the Company’s internal controls over financial reporting or in other factors reasonably likely to affect its internal controls over financial reporting during the quarter ended December 31, 2005.

 

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PART II

 

Item 6. EXHIBITS

 

31    Certification by Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32    Certification by Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

DAILY JOURNAL CORPORATION

(Registrant)

/s/ Gerald L. Salzman

Gerald L. Salzman

Chief Executive Officer

President

Chief Financial Officer

Treasurer

 

DATE: February 14, 2006

 

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