The Company's Stock Will Continue to Trade Pending an Appeal
The Company Also Announces the Engagement of BDO USA, LLP as Its New Auditor
LOS ANGELES, July 3, 2014 (GLOBE NEWSWIRE) -- Daily Journal Corporation (Nasdaq:DJCO) announced today that, as expected, the Company received a Staff Delisting Determination notice from The NASDAQ Stock Market on July 3, 2014, as a result of the Company's failure to file its quarterly reports on Form 10-Q for the first two quarters of fiscal 2014 by June 30, 2014.
As previously reported, NASDAQ had granted the Company until June 30, 2014 to regain compliance with NASDAQ Stock Market Rule 5250(c)(1), which requires the timely filing of all required periodic financial reports with the Securities and Exchange Commission (the "SEC"). The Company had not been timely in the filing of its annual report on Form 10-K for fiscal 2013 and in the filing of its quarterly reports on Form 10-Q for the first two quarters of fiscal 2014 because the Company's former auditor, Ernst & Young, LLP ("EY"), had not yet completed its audit of the Company's financial statements for fiscal 2013 or its audit of the Company's internal control over financial reporting.
The Company filed its Form 10-K for fiscal 2013 on June 24, 2014, and then the Company dismissed EY as its auditor. On July 3, 2014, the Company announced the engagement of BDO USA, LLP ("BDO") to serve as the Company's new auditor. Now that BDO has been engaged, the Company expects to file the two late reports on Form 10-Q as soon as practicable. When those filings are made, the Company expects to be back in compliance with NASDAQ Stock Market Rule 5250(c)(1).
The Staff Delisting Determination will not immediately result in the delisting of the Company's common stock. Under NASDAQ Stock Market Rules, the Company's common stock will continue to trade on NASDAQ during the pendency of an appeal of the delisting determination by the Company. The Company intends to commence such an appeal by the required deadline, which is within seven days of the date of the notice. NASDAQ will generally suspend the delisting for a period of 15 days following that deadline, although the Company expects to request additional time to enable BDO to complete its review of the two quarterly reports.
The Staff Delisting Determination indicates that given the circumstances which prevented the Company from filing its quarterly reports and the Company's actions to date, the NASDAQ staff would not object to a NASDAQ appeals panel granting the Company additional time. There can be no assurance, however, that the additional time will be granted or that the Company will be successful in its appeal of the delisting determination.
Daily Journal Corporation publishes newspapers and web sites covering California and Arizona, as well as the California Lawyer magazine, and produces several specialized information services. Sustain Technologies, Inc., New Dawn Technologies, Inc. and ISD Technologies, Inc. are wholly-owned subsidiaries and supply case management software systems and related products to courts and other justice agencies.
This press release 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 press release 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. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. 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 we file with the SEC.