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(MARK ONE)
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| x |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended September 30, 2010
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| o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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South Carolina
(State or other jurisdiction of
incorporation or organization)
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95-4133299
(IRS Employer
Identification No.)
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915 East First Street
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Los Angeles, California
(Address of principal executive offices)
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90012
(Zip Code)
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Newspaper publications
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Base of publication
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Los Angeles Daily Journal
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Los Angeles, California
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Daily Commerce
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Los Angeles, California
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San Francisco Daily Journal
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San Francisco, California
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The Daily Recorder
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Sacramento, California
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The Inter-City Express
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Oakland, California
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San Jose Post-Record
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San Jose, California
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Sonoma County Herald-Recorder
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Santa Rosa, California
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Orange County Reporter
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Santa Ana, California
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San Diego Commerce
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San Diego, California
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Business Journal
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Riverside, California
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The Record Reporter
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Phoenix, Arizona
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High
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Low
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|||||||
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Fiscal 2010
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||||||||
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Quarter ended December 31, 2009
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$62.00 | $52.60 | ||||||
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Quarter ended March 31, 2010
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69.77 | 59.20 | ||||||
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Quarter ended June 30, 2010
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75.00 | 66.15 | ||||||
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Quarter ended September 30, 2010
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76.96 | 62.54 | ||||||
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Fiscal 2009
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||||||||
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Quarter ended December 31, 2008
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$42.70 | $31.01 | ||||||
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Quarter ended March 31, 2009
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40.97 | 34.23 | ||||||
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Quarter ended June 30, 2009
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53.95 | 34.88 | ||||||
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Quarter ended September 30, 2009
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57.98 | 45.81 | ||||||
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Reportable Segments
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Total
Results
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|||||||||||
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Traditional
Business
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Sustain
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for both
Segments
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|||||||||
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Fiscal 2010
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||||||||||||
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Revenues
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$ | 34,243,000 | $ | 3,337,000 | $ | 37,580,000 | ||||||
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Pretax income (loss)
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13,204,000 | (932,000 | ) | 12,272,000 | ||||||||
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Income tax benefit (expense)
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(4,950,000 | ) | 350,000 | (4,600,000 | ) | |||||||
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Net income (loss)
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8,254,000 | (582,000 | ) | 7,672,000 | ||||||||
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Fiscal 2009
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||||||||||||
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Revenues
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$ | 35,481,000 | $ | 4,943,000 | $ | 40,424,000 | ||||||
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Pretax income
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12,931,000 | 17,000 | 12,948,000 | |||||||||
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Income tax expense
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(4,917,000 | ) | (5,000 | ) | (4,922,000 | ) | ||||||
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Net income
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8,014,000 | 12,000 | 8,026,000 | |||||||||
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September 30
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||||||||
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2010
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2009
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|||||||
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ASSETS
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||||||||
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Current assets
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||||||||
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Cash and cash equivalents
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$ | 3,615,000 | $ | 1,425,000 | ||||
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U.S. Treasury Notes and Bills
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13,499,000 | 6,627,000 | ||||||
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Marketable securities, including common stocks of $43,005,000 and
bonds of $7,077,000 at September 30, 2010 and common stocks of
$47,917,000 and bonds of $6,158,000 at September 30, 2009
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50,082,000 | 54,075,000 | ||||||
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Accounts receivable, less allowance for doubtful accounts of $300,000
at September 30, 2010 and 2009
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9,209,000 | 10,221,000 | ||||||
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Inventories
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29,000 | 19,000 | ||||||
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Prepaid expenses and other assets
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230,000 | 238,000 | ||||||
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Total current assets
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76,664,000 | 72,605,000 | ||||||
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Property, plant and equipment, at cost
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||||||||
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Land, buildings and improvements
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12,842,000 | 12,858,000 | ||||||
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Furniture, office equipment and computer software
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2,899,000 | 3,238,000 | ||||||
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Machinery and equipment
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2,124,000 | 2,139,000 | ||||||
| 17,865,000 | 18,235,000 | |||||||
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Less accumulated depreciation
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(8,084,000 | ) | (8,086,000 | ) | ||||
| 9,781,000 | 10,149,000 | |||||||
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Deferred income taxes
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2,476,000 | 1,995,000 | ||||||
| $ | 88,921,000 | $ | 84,749,000 | |||||
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LIABILITIES AND SHAREHOLDERS' EQUITY
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||||||||
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Current liabilities
|
||||||||
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Accounts payable
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$ | 2,879,000 | $ | 3,213,000 | ||||
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Accrued liabilities
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3,376,000 | 3,548,000 | ||||||
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Income taxes
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852,000 | 857,000 | ||||||
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Deferred income taxes
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10,474,000 | 12,112,000 | ||||||
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Deferred subscription and other revenues
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5,004,000 | 5,340,000 | ||||||
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Total current liabilities
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22,585,000 | 25,070,000 | ||||||
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Long term liabilities
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||||||||
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Accrued liabilities
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5,670,000 | 4,360,000 | ||||||
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Total long term liabilities
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5,670,000 | 4,360,000 | ||||||
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Commitments and contingencies (Notes 4 and 5)
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--- | --- | ||||||
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Shareholders' equity
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||||||||
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Preferred stock, $.01 par value, 5,000,000 shares authorized and no
|
||||||||
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shares issued
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--- | --- | ||||||
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Common stock, $.01 par value, 5,000,000 shares authorized; 1,380,746 and
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||||||||
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1,447,028 shares at September 30, 2010 and 2009, respectively, outstanding
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14,000 | 14,000 | ||||||
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Additional paid-in capital
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1,755,000 | 1,839,000 | ||||||
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Retained earnings
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40,510,000 | 34,507,000 | ||||||
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Accumulated other comprehensive income
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18,387,000 | 20,712,000 | ||||||
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Less 0 and 66,282 treasury shares, at September 30, 2010 and 2009,
respectively, at cost
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---
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(1,753,000 | ) | |||||
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Total shareholders' equity
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60,666,000 | 55,319,000 | ||||||
| $ | 88,921,000 | $ | 84,749,000 | |||||
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2010
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2009
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|||||||
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Revenues
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Advertising
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$ | 23,185,000 | $ | 23,586,000 | ||||
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Circulation
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7,071,000 | 7,831,000 | ||||||
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Information systems and services
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3,337,000 | 4,943,000 | ||||||
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Advertising service fees and other
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3,987,000 | 4,064,000 | ||||||
| 37,580,000 | 40,424,000 | |||||||
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Costs and expenses
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||||||||
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Salaries and employee benefits
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16,003,000 | 16,897,000 | ||||||
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Outside services
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3,075,000 | 3,775,000 | ||||||
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Newsprint and printing expenses
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1,479,000 | 1,830,000 | ||||||
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Postage and delivery expenses
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1,471,000 | 1,544,000 | ||||||
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Depreciation and amortization
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613,000 | 797,000 | ||||||
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Other general and administrative expenses
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3,498,000 | 3,388,000 | ||||||
| 26,139,000 | 28,231,000 | |||||||
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Income from operations
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11,441,000 | 12,193,000 | ||||||
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Other income and expenses
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||||||||
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Dividends and interest income
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867,000 | 704,000 | ||||||
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Gains on sales of investments
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--- | 91,000 | ||||||
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Interest expense
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(36,000 | ) | (40,000 | ) | ||||
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Income before taxes
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12,272,000 | 12,948,000 | ||||||
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Provision for income taxes
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(4,600,000 | ) | (4,922,000 | ) | ||||
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Net income
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$ | 7,672,000 | $ | 8,026,000 | ||||
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Weighted average number of common
|
||||||||
|
shares outstanding – basic and diluted
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1,380,746 | 1,408,699 | ||||||
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Basic and diluted net income per share
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$ | 5.56 | $ | 5.70 | ||||
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Accumulated
|
||||||||||||||||||||||||||||||||
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Additional
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Other
|
Total
|
||||||||||||||||||||||||||||||
|
Common Stock
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Paid-in
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Retained
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Comprehensive
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Treasury
|
Shareholders'
|
Comprehensive
|
||||||||||||||||||||||||||
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Share
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Amount
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Capital
|
Earnings
|
Income
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Stock
|
Equity
|
Income
|
|||||||||||||||||||||||||
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Balance at September 30, 2008
|
1,500,299 | $ | 15,000 | $ | 1,907,000 | $ | 28,382,000 | $ | 105,000 | $ | (906,000 | ) | $ | 29,503,000 | ||||||||||||||||||
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Purchase of common stock
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(53,271 | ) | (1,000 | ) | (68,000 | ) | (1,901,000 | ) | --- | --- | (1,970,000 | ) | ||||||||||||||||||||
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Purchase of treasury stock
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--- | (847,000 | ) | (847,000 | ) | |||||||||||||||||||||||||||
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Net income
|
--- | --- | --- | 8,026,000 | --- | --- | 8,026,000 | $ | 8,026,000 | |||||||||||||||||||||||
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Unrealized gain on investments
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--- | --- | --- | --- | 20,607,000 | --- | 20,607,000 | 20,607,000 | ||||||||||||||||||||||||
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Total comprehensive income
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--- | --- | --- | --- | --- | --- | --- | $ | 28,633,000 | |||||||||||||||||||||||
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Balance at September 30, 2009
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1,447,028 | 14,000 | 1,839,000 | 34,507,000 | 20,712,000 | (1,753,000 | ) | 55,319,000 | ||||||||||||||||||||||||
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Receipt of treasury stock upon
partnership’s liquidation
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(66,282 | ) | --- | (84,000 | ) | (1,669,000 | ) | --- | 1,753,000 | --- | ||||||||||||||||||||||
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Net income
|
--- | --- | --- | 7,672,000 | --- | --- | 7,672,000 | $ | 7,672,000 | |||||||||||||||||||||||
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Unrealized loss on investments
|
--- | --- | --- | --- | (2,325,000 | ) | --- | (2,325,000 | ) | (2,325,000 | ) | |||||||||||||||||||||
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Total comprehensive income
|
--- | --- | --- | --- | --- | --- | --- | $ | 5,347,000 | |||||||||||||||||||||||
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Balance at September 30, 2010
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1,380,746 | $ | 14,000 | $ | 1,755,000 | $ | 40,510,000 | $ | 18,387,000 | $ | --- | $ | 60,666,000 | |||||||||||||||||||
|
2010
|
2009
|
|||||||
|
Cash flows from operating activities
|
||||||||
|
Net income
|
$ | 7,672,000 | $ | 8,026,000 | ||||
|
Adjustments to reconcile net income to net cash
|
||||||||
|
provided by operations
|
||||||||
|
Depreciation and amortization
|
613,000 | 797,000 | ||||||
|
Deferred income taxes
|
(423,000 | ) | (433,000 | ) | ||||
|
Premium amortized (discount earned) on
U.S. Treasury Bills and bonds
|
(11,000 | ) | 69,000 | |||||
|
Changes in assets and liabilities
|
||||||||
|
(Increase) decrease in current assets
|
||||||||
|
Accounts receivable, net
|
1,012,000 | (787,000 | ) | |||||
|
Inventories
|
(10,000 | ) | 7,000 | |||||
|
Prepaid expenses and other assets
|
8,000 | (44,000 | ) | |||||
|
Increase (decrease) in current liabilities
|
||||||||
|
Accounts payable
|
(334,000 | ) | 385,000 | |||||
|
Accrued liabilities
|
1,138,000 | 1,040,000 | ||||||
|
Income taxes
|
(5,000 | ) | (194,000 | ) | ||||
|
Deferred subscription and other revenues
|
(336,000 | ) | (507,000 | ) | ||||
|
Net cash provided by operating activities
|
9,324,000 | 8,359,000 | ||||||
|
Cash flows from investing activities
|
||||||||
|
Maturities and sales of U.S. Treasury Notes and Bills
|
38,380,000 | 22,754,000 | ||||||
|
Purchases of U.S. Treasury Notes and Bills
|
(45,269,000 | ) | (7,203,000 | ) | ||||
|
Purchases of marketable securities
|
--- _
|
(20,424,000 | ) | |||||
|
Purchases of property, plant and equipment
|
(245,000 | ) | (238,000 | ) | ||||
|
Net cash used for investing activities
|
(7,134,000 | ) | (5,111,000 | ) | ||||
|
Cash flows from financing activities
|
||||||||
|
Purchase of common and treasury stock
|
---
|
(2,817,000 | ) | |||||
|
Cash used for financing activities
|
---
|
(2,817,000 | ) | |||||
|
Increase in cash and cash equivalents
|
2,190,000 | 431,000 | ||||||
|
Cash and cash equivalents
|
||||||||
|
Beginning of year
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1,425,000 | 994,000 | ||||||
|
End of year
|
$ | 3,615,000 | $ | 1,425,000 | ||||
| Interest paid during year | $ |
|
$ | 6,000 | ||||
|
Income taxes paid during year
|
$ | 5,028,000 | $ | 5,593,000 | ||||
|
September 30, 2010
|
September 30, 2009
|
|||||||||||||||||||||||
|
Aggregate
fair value
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Amortized
cost basis
|
Pretax
unrealized
gains
|
Aggregate
fair value
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Amortized
cost basis
|
Pretax
unrealized
gains
|
|||||||||||||||||||
|
U.S. Treasury Notes
and Bills
|
$ | 13,499,000 | $ | 13,499,000 | $ | --- | $ | 6,627,000 | $ | 6,601,000 | $ | 26,000 | ||||||||||||
|
Marketable securities
|
||||||||||||||||||||||||
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Common stocks
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43,005,000 | 15,501,000 | 27,504,000 | 47,917,000 | 15,501,000 | 32,416,000 | ||||||||||||||||||
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Bonds
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7,077,000 | 4,926,000 | 2,151,000 | 6,158,000 | 4,923,000 | 1,235,000 | ||||||||||||||||||
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Total
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$ | 63,581,000 | $ | 33,926,000 | $ | 29,655,000 | $ | 60,702,000 | $ | 27,025,000 | $ | 33,677,000 | ||||||||||||
|
2010
|
2009
|
|||||||
|
Current:
|
||||||||
|
Federal
|
$ | 3,936,000 | $ | 4,209,000 | ||||
|
State
|
1,087,000 | 1,146,000 | ||||||
| 5,023,000 | 5,355,000 | |||||||
|
Deferred:
|
||||||||
|
Federal
|
(352,000 | ) | (365,000 | ) | ||||
|
State
|
(71,000 | ) | (68,000 | ) | ||||
| (423,000 | ) | (433,000 | ) | |||||
| $ | 4,600,000 | $ | 4,922,000 | |||||
|
2010
|
2009
|
|||||||
|
Statutory federal income tax rate
|
34.1 | % | 34.2 | % | ||||
|
State franchise taxes (net of federal tax benefit)
|
5.8 | 5.8 | ||||||
|
Other, primarily dividends received deduction and
domestic production activity deduction
|
(2.4 | ) | (2.0 | ) | ||||
|
Effective tax rate
|
37.5 | % | 38.0 | % | ||||
|
2010
|
2009
|
|||||||
|
Deferred tax assets attributable to:
|
||||||||
|
Accrued liabilities, including supplemental
compensation and vacation pay accrual
|
$ | 2,497,000 | $ | 1,974,000 | ||||
|
Bad debt reserves not yet deductible
|
120,000 | 120,000 | ||||||
|
Depreciation and amortization
|
348,000 | 389,000 | ||||||
|
Other
|
306,000 | 365,000 | ||||||
|
Total deferred tax assets
|
3,271,000 | 2,848,000 | ||||||
|
Deferred tax liabilities attributable to:
|
||||||||
|
Unrealized gains on investments
|
(11,269,000 | ) | (12,965,000 | ) | ||||
|
Net deferred income taxes
|
$ | (7,998,000 | ) | $ | (10,117,000 | ) | ||
|
2011
|
2012
|
2013
|
2014
and after
|
Total
|
||||||||||||||
|
Obligations under
operating leases
|
$ | 540,000 | $ | 224,000 | $ | 14,000 | $ |
---
|
$ | 778,000 | ||||||||
|
Reportable Segments
|
||||||||||||
|
Traditional
Business
|
Sustain
|
Total
Results
for
both
Segments
|
||||||||||
|
2010
|
||||||||||||
|
Revenues
|
$ | 34,243,000 | $ | 3,337,000 | $ | 37,580,000 | ||||||
|
Pretax income (loss)
|
13,204,000 | (932,000 | ) | 12,272,000 | ||||||||
|
Total assets
|
88,135,000 | 786,000 | 88,921,000 | |||||||||
|
Capital expenditures
|
232,000 | 13,000 | 245,000 | |||||||||
|
Depreciation and amortization
|
566,000 | 47,000 | 613,000 | |||||||||
|
Income tax benefit (expense)
|
(4,950,000 | ) | 350,000 | (4,600,000 | ) | |||||||
|
Net income (loss)
|
8,254,000 | (582,000 | ) | 7,672,000 | ||||||||
|
2009
|
||||||||||||
|
Revenues
|
$ | 35,481,000 | $ | 4,943,000 | $ | 40,424,000 | ||||||
|
Pretax income
|
12,931,000 | 17,000 | 12,948,000 | |||||||||
|
Total assets
|
82,981,000 | 1,768,000 | 84,749,000 | |||||||||
|
Capital expenditures
|
218,000 | 20,000 | 238,000 | |||||||||
|
Depreciation and amortization
|
743,000 | 54,000 | 797,000 | |||||||||
|
Income tax expense
|
(4,917,000 | ) | (5,000 | ) | (4,922,000 | ) | ||||||
|
Net income
|
8,014,000 | 12,000 | 8,026,000 | |||||||||
|
(1)
|
Consolidated Financial Statements:
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
Consolidated Balance Sheets at September 30, 2010 and 2009
|
|
|
Consolidated Statements of Income for the years ended September 30, 2010 and 2009
|
|
|
Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the years ended September 30, 2010 and 2009
|
|
|
Consolidated Statements of Cash Flows for the years ended September 30, 2010 and 2009
|
|
|
Notes to Consolidated Financial Statements
|
|
|
(2)
|
Exhibits
|
|
3.1
|
Articles of Incorporation of Daily Journal Corporation, as amended. (*)
|
|
3.2
|
Amended and Restated Bylaws of Daily Journal Corporation. (*)
|
|
10.1
|
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 or one of its Subsidiaries, Based on Pre-tax Earnings of DJC and its Subsidiaries on a Consolidated Basis. (
a
) (‡)
|
|
10.2
|
Form of Non-Negotiable Certificate Representing an Employee Participant Interest in the Daily Journal Corporation (“DJC”) Plan for Supplement Compensation to an Employee as long as that Employee Remains Employed by DJC or one of its Subsidiaries, Based on Pre-tax Earnings of DJC’s Non-Sustain Operations. (
a
) (‡)
|
|
10.3
|
Form of Non-Negotiable Certificate Representing an Employee Participant Interest in the Daily Journal Corporation (“DJC”) Plan for Supplement Compensation to an Employee as long as that Employee Remains Employed by DJC or one of its Subsidiaries, Based on Pre-tax Earnings of Sustain Technologies, Inc. (
a
) (‡)
|
|
14
|
Daily Journal Corporation Code of Ethics. (*)
|
|
21
|
Daily Journal Corporation’s List of Subsidiaries.
|
|
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.
|
|
(*)
|
Filed as Exhibit to the Company’s 2009 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on December 15, 2009.
|
|
|
(
a
)
|
Filed as an Appendix to the Company’s Proxy Statement for the 2009 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on December 30, 2008.
|
|
|
(‡)
|
Management Compensatory Plan.
|
|
| DAILY JOURNAL CORPORATION | |||
|
Date: December 15, 2010
|
By:
|
/s/ Gerald L. Salzman | |
|
Gerald L. Salzman
President
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
|||
|
Signature
|
Title
|
Date
|
||
|
/s/ Charles T. Munger
|
Chairman of the Board
|
December 15, 2010
|
||
|
Charles T. Munger
|
||||
|
/s/ Gerald L. Salzman
|
President, Chief Executive Officer,
|
December 15, 2010
|
||
|
Gerald L. Salzman
|
Chief Financial Officer,
Treasurer and Director
|
|||
|
/s/ J. P. Guerin
|
Director
|
December 15, 2010
|
||
|
J. P. Guerin
|
||||
|
|
|
|||
|
George C. Good
|
Director | |||
|
|
|
|||
|
Peter Kaufman
|
Director |
|
3.1
|
Articles of Incorporation of Daily Journal Corporation, as amended. (*)
|
|
|
3.2
|
Amended and Restated Bylaws of Daily Journal Corporation. (*)
|
|
|
10.1
|
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 or one of its Subsidiaries, Based on Pre-tax Earnings of DJC and its Subsidiaries on a Consolidated Basis. (
a
) (‡)
|
|
|
10.2
|
Form of Non-Negotiable Certificate Representing an Employee Participant Interest in the Daily Journal Corporation (“DJC”) Plan for Supplement Compensation to an Employee as long as that Employee Remains Employed by DJC or one of its Subsidiaries, Based on Pre-tax Earnings of DJC’s Non-Sustain Operations. (
a
) (‡)
|
|
|
10.3
|
Form of Non-Negotiable Certificate Representing an Employee Participant Interest in the Daily Journal Corporation (“DJC”) Plan for Supplement Compensation to an Employee as long as that Employee Remains Employed by DJC or one of its Subsidiaries, Based on Pre-tax Earnings of Sustain Technologies, Inc. (
a
) (‡)
|
|
|
14
|
Daily Journal Corporation Code of Ethics. (*)
|
|
|
21
|
Daily Journal Corporation’s List of Subsidiaries.
|
|
|
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.
|
|
|
(*)
|
Filed as an Exhibit to the Company’s 2009 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on December 15, 2009.
|
|
|
(
a
)
|
Filed as an Appendix to the Company’s Proxy Statement for the 2009 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on December 30, 2008.
|
|
|
(‡)
|
Management Compensatory Plan.
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|