Comdisco Holding 10Q 2012 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

For the quarterly period ended December 31, 2011

[ ] 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 000-499-68

COMDISCO HOLDING COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware	54-2066534
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

5600 North River Road

Suite 800

Rosemont, Illinois 60018

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (847) 698-3000

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]

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

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)		Smaller reporting company [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: 4,028,951 shares of the registrant’s common stock, $0.01 par value per share, were outstanding on January 31, 2012.

COMDISCO HOLDING COMPANY, INC.

INDEX

Page

PART I.	FINANCIAL INFORMATION		1

	ITEM 1.	FINANCIAL STATEMENTS	1

		Consolidated Statements of Operations – Three months ended December 31, 2011 and 2010 (Unaudited)	2

		Consolidated Balance Sheets – December 31, 2011 (Unaudited) and September 30, 2011	3

		Consolidated Statements of Cash Flows – Three months ended December 31, 2011 and 2010 (Unaudited)	4

		Consolidated Statements of Cash Flows (Unaudited) - Continued	5

		Notes to Consolidated Financial Statements (Unaudited)	6

	ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13

	ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	20

	ITEM 4.	CONTROLS AND PROCEDURES	20

PART II.	OTHER INFORMATION		20

	ITEM 1.	LEGAL PROCEEDINGS	20

	ITEM 1A.	RISK FACTORS RELATING TO THE COMPANY	21

	ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	21

	ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	21

	ITEM 4.	[RESERVED]	21

	ITEM 5.	OTHER INFORMATION	21

	ITEM 6.	EXHIBITS	21

SIGNATURES			22

PART I. FINANCIAL INFORMATION

Forward-Looking Statements

This quarterly report on Form 10-Q contains, and our periodic filings with the Securities and Exchange Commission (the “SEC”) and written and oral statements made by the Company’s sole officer and director or any authorized representative, to press, potential investors, securities analysts and others, will contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), and the Company intends that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements are not historical facts, but rather are predictions and generally can be identified by use of statements that include phrases such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “foresee,” “looking ahead,” “is confident,” “should be,” “will,” “predicted,” “likely” or other words or phrases of similar import. Similarly, statements that describe or contain information related to matters such as our intent, belief, or expectation with respect to financial performance, claims resolution under the Plan (as defined below), cash availability and cost-cutting measures are forward-looking statements. These forward-looking statements often reflect a number of assumptions and involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from those currently anticipated in these forward-looking statements. In light of these risks and uncertainties, the forward-looking events might or might not occur, which may affect the accuracy of forward-looking statements and cause the actual results of the Company to be materially different from any future results expressed or implied by such forward-looking statements.

In this quarterly report on Form 10-Q, references to “the Company,” “Comdisco Holding,” “we,” “us” and “our” mean Comdisco Holding Company, Inc., its consolidated subsidiaries, including Comdisco, Inc., Comdisco Ventures Fund A, LLC (formerly Comdisco Ventures, Inc.), and its predecessors, except in each case where the context indicates otherwise. References to “Comdisco, Inc.” mean Comdisco, Inc. and its subsidiaries prior to the Company’s emergence from bankruptcy on August 12, 2002, except where the context indicates otherwise.

Important factors that could cause actual results to differ materially from those suggested by these written or oral forward-looking statements, and could adversely affect our future financial performance, include the risk factors discussed in the Company’s Annual Report on Form 10-K in Part I, Item 1A, Risk Factors and in the Company’s Quarterly Report on Form 10-Q in Part II, Item 1A, Risk Factors. Many of the risk factors that could affect the results of the Company’s operations are beyond our ability to control or predict.

ITEM 1. FINANCIAL STATEMENTS

THE COMPANY EMERGED FROM CHAPTER 11 BANKRUPTCY PROCEEDINGS ON AUGUST 12, 2002. THE PURPOSE OF THE COMPANY IS TO SELL, COLLECT OR OTHERWISE REDUCE TO MONEY IN AN ORDERLY MANNER THE REMAINING ASSETS OF THE CORPORATION. PURSUANT TO THE COMPANY’S FIRST AMENDED JOINT PLAN OF REORGANIZATION (THE “PLAN”) AND RESTRICTIONS CONTAINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION (THE “CERTIFICATE”), THE COMPANY IS SPECIFICALLY PROHIBITED FROM ENGAGING IN ANY BUSINESS ACTIVITIES INCONSISTENT WITH ITS LIMITED BUSINESS PURPOSE. ACCORDINGLY, WITHIN THE NEXT FEW YEARS, IT IS ANTICIPATED THAT THE COMPANY WILL HAVE REDUCED ALL OF ITS ASSETS TO CASH AND MADE DISTRIBUTIONS OF ALL AVAILABLE CASH TO HOLDERS OF ITS COMMON STOCK AND CONTINGENT DISTRIBUTION RIGHTS IN THE MANNER AND PRIORITIES SET FORTH IN THE PLAN. AT THAT POINT, THE COMPANY WILL CEASE OPERATIONS AND NO FURTHER DISTRIBUTIONS WILL BE MADE. THE COMPANY FILED, ON AUGUST 12, 2004, A CERTIFICATE OF DISSOLUTION WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE TO FORMALLY EXTINGUISH COMDISCO HOLDING COMPANY, INC.’S CORPORATE EXISTENCE WITH THE STATE OF DELAWARE EXCEPT FOR THE PURPOSE OF COMPLETING THE WIND-DOWN CONTEMPLATED BY THE PLAN. CAPITALIZED TERMS USED BUT NOT DEFINED IN THIS QUARTERLY REPORT ON FORM 10-Q HAVE THE MEANINGS AS DEFINED IN THE PLAN.

Comdisco Holding Company, Inc.

Consolidated Statements of Operations – Three months ended December 31, 2011 and 2010 (Unaudited)

(in thousands except per share data)

	Three months ended December 31,
	2011			2010
Revenue
Gain on sale of equity and warrant securities	$	81		$	108
Interest income		31			32
Foreign exchange gain		21			166
Miscellaneous income		--			6

Total revenue		133			312

Costs and expenses
Selling, general and administrative		921			1,060
Contingent distribution rights		126			203
Bad debt recoveries		(349	)		(207	)

Total costs and expenses		698			1,056

Net (loss) before income taxes		(565	)		(744	)
Income tax expense (benefit)		10			(1,155	)

Net earnings (loss)	$	(575	)	$	411

Basic and diluted net earnings (loss) per common share	$	(0.14	)	$	0.10

See accompanying notes to consolidated financial statements.

Comdisco Holding Company, Inc.

Consolidated Balance Sheets – December 31, 2011 (Unaudited) and September 30, 2011

(in thousands except share data)

	December 31, 2011			September 30, 2011
ASSETS
Cash and cash equivalents	$	30,803		$	30,950
Cash – legally restricted		4,845			4,856
Short-term investments		2,954			2,928
Equity investments		727			743
Receivable from bad debt recovery		--			251
Other assets		343			245
Total assets	$	39,672		$	39,973

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	252		$	127
Income tax payables		923			904
Other liabilities
Accrued compensation		1,202			1,170
Contingent distribution rights		11,499			11,373
Other		320			333
Total other liabilities		13,021			12,876
Total liabilities		14,196			13,907

Stockholders’ equity
Common stock $.01 par value. Authorized 10,000,000 shares; issued 4,200,000 shares; 4,028,951 shares outstanding at both December 31, 2011 and September 30, 2011		70			70
Additional paid-in capital		28,414			28,414
Accumulated other comprehensive income		68			83
Accumulated deficit		(3,076	)		(2,501	)

Total stockholders’ equity		25,476			26,066
Total liabilities and stockholders’ equity	$	39,672		$	39,973

See accompanying notes to consolidated financial statements.

Comdisco Holding Company, Inc.

Consolidated Statements of Cash Flows – Three months ended December 31, 2011 and 2010 (Unaudited)

(in thousands)

	Three Months Ended December 31,
	2011			2010

Cash flows from operating activities:
Equity and warrant proceeds net of sharing	$	81		$	165
Bad debt recoveries, interest and other revenue		613			155
Selling, general and administrative expenses		(848	)		(1,125	)
Income tax receipts (payments)		--			(278	)

Net cash (used in) operating activities		(154	)		(1,083	)

Effect of exchange rates on cash and cash equivalents		7			24

Net (decrease) in cash and cash equivalents		(147	)		(1,059	)
Cash and cash equivalents at beginning of period		30,950			52,826

Cash and cash equivalents at end of period	$	30,803		$	51,767

See accompanying notes to consolidated financial statements.

Comdisco Holding Company, Inc.

Consolidated Statements of Cash Flows (Unaudited) - Continued

(in thousands)

	Three Months Ended December 31,
	2011			2010
Reconciliation of net earnings (loss) to net cash (used in) operating activities:
Net earnings (loss)	$	(575	)	$	411
Adjustments to reconcile net earnings (loss) to net cash (used in) operating activities:
Change in income tax liability		10			(1,443	)
Contingent distribution rights		126			203
Receivables		240			(92	)
Selling, general and administrative		58			(65	)
Amortization of prepaid management fee expense		16			--
Other, including foreign exchange		(29	)		(97	)

Net cash (used in) operating activities	$	(154	)	$	(1,083	)

See accompanying notes to consolidated financial statements.

COMDISCO HOLDING COMPANY, INC.

Notes to Consolidated Financial Statements (Unaudited)

December 31, 2011

The following discussion and analysis should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 2 in Part I and in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2011, and with the Consolidated Financial Statements and related notes in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2011. Capitalized terms used but not defined in this Quarterly Report on Form 10-Q have the meanings as defined in the Company’s First Amended Joint Plan of Reorganization (the “Plan”).

1. Reorganization

On July 16, 2001, Comdisco, Inc. and 50 of its domestic subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division (the “Bankruptcy court”) (consolidated case number 01-24795). Comdisco Holding Company, Inc., as the successor company to Comdisco, Inc., emerged from bankruptcy under the Plan that became effective on August 12, 2002. For financial reporting purposes only, however, the effective date for implementation of fresh-start reporting was July 31, 2002.

Comdisco Holding Company, Inc. (the “Company”) was formed on August 8, 2002 for the purpose of selling, collecting or otherwise reducing to money in an orderly manner the remaining assets of the Company and all of its direct and indirect subsidiaries, including Comdisco, Inc. The Company’s business purpose is limited to the orderly sale or collection of all its remaining assets. Pursuant to the Plan and restrictions contained in its Certificate, the Company is specifically prohibited from engaging in any business activities inconsistent with its limited business purpose.

Litigation Trust: In February 1998, pursuant to the Shared Investment Plan (“SIP”), the participants in the SIP (the “SIP Participants”) took out full recourse, personal loans to purchase approximately six million shares of Comdisco, Inc.’s common stock. In connection therewith, Comdisco, Inc. executed a guaranty dated February 2, 1998 (the “Guaranty”) providing a guaranty of the loans in the event of default by the SIP Participants to the lenders under the SIP (the “SIP Lenders”). The Company and the SIP Lenders subsequently reached a settlement on the Guaranty that was approved by the Bankruptcy court on December 9, 2004. The Plan and the litigation trust agreement provided that, under certain circumstances, subrogation rights that the Company may have against the SIP Participants who participated in the SIP and their respective promissory notes be placed in a trust for the benefit of the C-4 creditors (the “Trust Assets”). Under the Plan, the Litigation Trust is solely responsible for collection of amounts due on the promissory notes of the SIP Participants who did not take advantage of the SIP Relief (as defined in the Plan). The Company has a limited indemnification obligation to the litigation trustee under the litigation trust agreement. Nine of the SIP Participants filed personal bankruptcy. On February 4, 2005, the Litigation Trust commenced both state and federal lawsuits to collect on the remaining SIP Participants’ promissory notes.

The Litigation Trust filed and a federal district court judge has entered summary judgments (and amended judgments) against all but one of the SIP Participants who are defendants in the federal cases on their respective SIP promissory notes and the Litigation Trust has commenced collection actions against them. Additionally, the federal district court judge has entered orders ordering that certain CDRs and related proceeds held by the estate of Comdisco, Inc. and Computershare (f/k/a BNY Mellon) (holder of CDRs), on behalf of those SIP Participants, be turned over to the Litigation Trust. Pursuant to these orders, the Company has turned over CDRs and related proceeds and will continue to do so if additional orders are entered. The SIP Participants filed appeals on those judgments. A hearing before the Seventh Circuit on the summary judgments in the federal case was held on April 6, 2010. The Seventh Circuit ruled on October 18, 2010 affirming rulings in favor of the Litigation Trust, but remanding certain fraud issues to the trial court. On November 1, 2010, the SIP defendants filed a petition for a hearing before the full appellate panel. The Litigation Trust filed a response to the petition on November 18, 2010. On June 28, 2011, the Seventh Circuit ruled vacating the summary judgments and remanding the cases back to Judge Gettleman for further proceedings. On January 13, 2012, the judge set February 24, 2012 for both parties to tender responses to interrogatories and for both parties to exchange and provide to the court, lists of proposed

depositions and subjects to be addressed. The judge also continued the Rule 16 scheduling conference to March 2, 2012.

The Litigation Trust filed summary judgments against all of the SIP Participants who are defendants in the state cases. On December 18, 2009, the SIP Participants filed their response, and the Litigation Trust filed its reply on February 11, 2010. Three of the SIP Participants filed Cross Motions for Summary Judgment. A hearing in the Circuit Court of Cook County on all of the summary judgment motions in the state cases was held on May 12, 2010 and the judge granted the summary judgments in favor of the Litigation Trust and denied the various motions for summary judgments filed by the SIP Participants. On July 12, 2010, the SIP Participants filed a Motion for a Temporary Stay of Proceedings until the Seventh Circuit rules on the appeal of the federal judgments. The Litigation Trust filed its response to the Motion on July 28, 2010. On August 10, 2010, the judge granted a temporary stay of the proceedings until November 29, 2010. On November 29, 2010, the judge continued the proceedings until January 27, 2011. On January 27, 2011, Judge Sanjay Tailor was assigned to the matter. On September 14, 2011, the defendants filed a Motion to Vacate Summary Judgments and Motion for Reconsideration. At a hearing on September 21, 2011, the judge entered a Briefing Schedule Order for these motions and documents to be tendered at a status hearing on January 24, 2012. On January 24, 2012, the judge set a hearing for March 9, 2012.

As reported in the Twenty-Ninth Status Report of Comdisco Litigation Trustee, filed on January 31, 2012, twenty-seven of the SIP Participants in federal court and four of the SIP Participants in the state court have settled with the Litigation Trust.

Please refer to the quarterly reports filed by the Litigation Trustee in the Bankruptcy court for more details. Any proceeds collected by the Litigation Trust, net of expenses, will be considered Trust Assets and distributed in accordance with the Plan and litigation trust agreement.

2. Basis of Presentation and Recently Issued Accounting Pronouncements

The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules of the SEC for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America. The information furnished herein includes all adjustments, consisting of normal recurring adjustments except where indicated, which are, in the opinion of management, necessary for a fair presentation of the results of operations for these interim periods.

The results of operations for the three months ended December 31, 2011 are not necessarily indicative of the results to be expected for the entire fiscal year ending September 30, 2012.

These financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto as of and for the year ended September 30, 2011 included in the Annual Report on Form 10-K, as filed by us with the SEC on December 9, 2011.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the related notes. Actual results could differ from these estimates and may affect future results of operations and cash flows. We have evaluated subsequent events through the date of this filing. We do not believe there are any material subsequent events which would require further disclosure.

In June 2011, the FASB issued amended guidance on the presentation of comprehensive income. The amended guidance eliminates one of the presentation options provided by current U.S. GAAP, that is, to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, it gives an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance will be effective for reporting periods beginning after December 15, 2011 (which is effective for the Company’s fiscal year ended September 30, 2013) and will be applied retrospectively. The adoption of this guidance will not have a material impact on our consolidated financial statements.

On September 29, 2010, the Company was granted a two-year continuing hardship exemption from the SEC from the requirement to provide its financial information to the SEC in an interactive data format using eXtensible Business Reporting Language (“XBRL”). The Company would have otherwise had to comply with the XBRL requirement beginning in the quarter ending June 30, 2011.

3. Equity Investments

Windspeed Acquisition Fund GP, LLC (“Windspeed”), a professional management group which the Company engaged in February 2004, manages the Company’s investments in equity securities on an ongoing basis. Windspeed shares in the net receipts from the sale of the Company’s investments in equity securities at a set percentage in certain designated portions of the portfolio of companies. Prior to February 21, 2011, Windspeed received fixed and declining management fees. The Windspeed management agreement was extended on April 5, 2011 (with an effective date of February 21, 2011) until February 20, 2013. Under the terms of the extended management agreement, Windspeed will not be paid any management fees. In lieu of such management fee payment, 100% of any proceeds from certain companies in the portfolio will go to Windspeed. As a result of such arrangement, and as of February 21, 2011, the Company established a prepaid expense in the amount of $131,000, representing the estimated fair market value of the companies for which Windspeed will be entitled to 100% of the proceeds and recognized a non-cash gain of $93,000 in fiscal year ending September 30, 2011, representing the excess of the fair value of the companies over their respective cost basis. The Company has amortized $56,000 of the prepaid expense since the beginning of this agreement, which includes $16,000 amortized during the quarter ended December 31, 2011. Since February 21, 2011, prepaid management fee expense is being amortized over the two year agreement, and realized gains on the sale of equity securities continue to be reduced by sharing amounts under the management agreement. Through December 31, 2011, the Company had received approximately $69,851,000 in proceeds (prior to Windspeed’s management fees and sharing) since the inception of the management agreement with Windspeed. Windspeed has received approximately $11,743,000 in combined management fees and sharing through December 31, 2011.

Realized gains or losses are recorded on the trade date based upon the difference between the proceeds and the cost basis determined using the specific identification method. Net realized gains are included in revenue in the consolidated statements of operations.

Marketable equity securities:

The Company’s available-for-sale security holdings were as follows (in thousands):

	Cost		Gross unrealized gains		Market value
September 30, 2011	$	125	$	83	$	208
December 31, 2011	$	125	$	68	$	193

Changes in the valuation of available-for-sale securities are included as changes in the unrealized holding gains (losses) in accumulated other comprehensive income (loss) (see Note 5 of Notes to Consolidated Financial Statements). At December 31, 2011, the Company owned shares in one publicly-traded company. This Company is The Active Network and the shares were held in lockup until November 26, 2011. The Company’s practice is to sell its marketable equity securities within a reasonable period of time after the lockup period ends. However, as of the date of this filing, this position has not been sold.

The Company’s practice is to work in conjunction with Windspeed to sell its marketable equity securities upon the expiration of the lockup period utilizing various timing strategies which seek to maximize the return to the Company. However, in the future, there is no assurance as to whether or not the Company either will be able to liquidate such positions held for any lockup period or realize any amount on such positions.

Equity investments in private companies:

The Company’s policy for assessing the carrying value of equity investments in privately held companies is, in consultation with Windspeed, to regularly review and estimate the fair value of these securities. The Company identifies and records impairment losses on equity securities when market and customer specific events and circumstances indicate the carrying value might be impaired. All write-downs are considered permanent impairments for financial reporting purposes.

4. Income Taxes

The Company files income tax returns in the U.S. federal jurisdiction, the State of Illinois and foreign jurisdictions.

As of the date of this filing, the federal tax years open to examination are fiscal years ended September 30, 2007 through September 30, 2010.

The Company's Canadian subsidiary, Comdisco Canada Limited, currently is in the process of resolving several tax matters with federal and provincial tax authorities in Canada. The most significant tax matter is the "Notices of Objection" to reassessments which were filed for the tax years ended September 30, 2000 and 2001. The Company continues to advance matters with the Canada Revenue Agency (“CRA”) and the province of Ontario in respect of the Notices of Objection. During the quarter ended September 30, 2011, as a result of an adverse position taken by the CRA in response to the Notices of Objection, the Company wrote off an income tax receivable in the amount of approximately $3,264,000. However, the Company continues to confer with its legal and tax advisors regarding its options and strategies to resolve all or a portion of the tax refund claim. The open federal tax years for the Canadian subsidiary are tax years ended September 30, 1998, 1999, 2002, and 2007 through 2009, as well as March 31, 2010 and 2011. The open tax years for the province of Ontario are tax years ended September 30, 1998 and 2006 through 2009, as well as March 31, 2010 and 2011. The open tax year for the province of Quebec and Alberta is the tax year ended September 30, 1999.

The Company’s United Kingdom (“UK”) subsidiary, Equiplease Limited (In Members Voluntary Liquidation), was liquidated during the quarter ended June 30, 2011 and received a certificate of dissolution on January 11, 2012. Therefore, there are no open tax years.

Comdisco, Inc., as a result of its former business operations in Puerto Rico, has open tax years in Puerto Rico for the tax years ended September 30, 2001 through September 30, 2010.

During the year ended September 30, 2009, the Company was contacted by the Mexican Ministry of Finance to perform an audit of the 2003 tax year. The field work for the tax audit was completed during the quarter ended June 30, 2010, and the Company recorded an estimated income tax liability in the amount of $1,418,000 which was recorded in income tax expense. During the quarter ended December 31, 2010, the tax audit for 2003 was closed and the Company made a payment for income taxes in the amount of $268,000 and recorded a tax benefit of $1,160,000. The final assessment was received by the Company and paid in the quarter ended December 31, 2010. The open tax years for the Mexican subsidiary are the tax years ended December 31, 2005 through December 31, 2010.

As of December 31, 2011, the Company has recorded liabilities for uncertain tax positions in the amount of approximately $440,000. The entire balance, if realized, would impact the effective tax rate.

In the next twelve months, the Company’s effective tax rate and the amount of unrecognized tax benefits could be affected positively or negatively by the resolution of any possible tax audits and the expiration of certain statutes of limitations. Based on current information, the Company believes that the range of the reasonably possible change of the unrecognized tax benefits in the next twelve months is zero to $440,000.

The Company recognizes accrued interest and penalties related to uncertain tax positions in the income tax provision. As of December 31, 2011, accrued interest and penalties amounted to approximately $130,000.

5. Stockholders’ Equity

When the Company emerged from bankruptcy, 4,200,000 shares of new common stock were issued. 171,049 shares of common stock held in treasury were retired during the quarter ended March 31, 2011. As of December 31, 2011, the Company had 4,028,951 shares of common stock issued and outstanding.

Stockholders’ equity consists of the following (in thousands):

	Common stock		Additional paid-in capital		Accumulated other comprehensive income			Accumulated (deficit)			Total
Balance at September 30, 2011	$	70	$	28,414	$	83		$	(2,501	)	$	26,066
Net earnings									(575	)		(575	)
Change in net unrealized gains						(15	)					(15	)
Balance at December 31, 2011	$	70	$	28,414	$	68		$	(3,076	)	$	25,476

Total comprehensive income (loss) consists of the following (in thousands):

	Three months ended December 31,
	2011			2010
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during the period	$	(15	)	$	--
Reclassification adjustment for gains included in earnings before income taxes		--			(4	)

Change in net unrealized gains (losses) (A)		(15	)		(4	)

Other comprehensive (loss)		(15	)		(4	)
Net earnings (loss)		(575	)		411

Total comprehensive income (loss)	$	(590	)	$	407

(A) – No income tax effect on these gains (losses)

6. Other Financial Information

Legally restricted cash is comprised of the following at December 31, 2011 and September 30, 2011 (in thousands):

	December 31, 2011		September 30, 2011
Incentive compensation escrow	$	471	$	464
Indemnification reserve		4,000		4,000
Other escrows		374		392
	$	4,845	$	4,856

The incentive compensation escrow is deferred compensation as defined by the Plan and is held until an employee terminates with the Company. The indemnification reserve is a specific reserve set aside by the Company for any potential indemnified losses in lieu of the litigation trustee purchasing insurance coverage. Other escrows include management fee escrows and a bank guaranty held in the Netherlands.

Other liabilities consist of the following (in thousands):

	December 31, 2011		September 30, 2011
Accrued compensation	$	1,202	$	1,170
CDRs		11,499		11,373
Other liabilities		320		333
	$	13,021	$	12,876

The liability for accrued compensation includes payroll and estimated amounts payable under the Plan. Other liabilities include an accrued liability of approximately $169,000 for a bank guaranty held in the Netherlands.

The amounts due to CDR holders follow the formula described in “Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies”.

7. Financial Information by Geographic Area

The following table presents total revenue by geographic location based on the location of the Company’s offices (in thousands):

	Three months ended December 31,
	2011		2010
North America	$	105	$	285
Europe		28		27

Total	$	133	$	312

The revenue in Europe is the result of foreign exchange gain of a net asset denominated in Euros.

The following table presents total assets and cash and cash-equivalents, restricted cash and short-term investments by geographic location based on the location of the Company’s offices (in thousands):

	December 31, 2011				September 30, 2011
	Total Assets		Cash and Cash Equivalents and Short-term Investments		Total Assets		Cash and Cash Equivalents and Short-term Investments
North America	$	39,330	$	38,260	$	39,612	$	38,373
Europe		342		342		361		361

Total	$	39,672	$	38,602	$	39,973	$	38,734

8. Fair Value Measurements

The three levels of inputs used to measure fair value are as follows:

Level 1 - Quoted prices in active markets for identical assets and liabilities

Level 2 - Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The Company’s financial assets that are measured at fair value on a recurring basis are measured using Level 1 and Level 2 inputs. However, the Company records the carrying value of its private equity investments at lower of cost or fair market value which is measured using Level 3 inputs. The Company’s financial assets, which are measured at fair value based upon Level 1 inputs in the consolidated balance sheet as of December 31, 2011, are cash and cash equivalents in money market funds comprising approximately $29,649,000 and available-for-sale securities in the amount of $193,000. Fair values were determined by the carrying amounts of cash and cash equivalents as such amounts approximate fair value because of the short-term maturity of these instruments. In addition, the Company has $2,954,000 invested in a certificate of deposit in Canada with a maturity date which is within 360 days of December 31, 2011. This investment is measured for disclosure purposes at fair value based upon Level 2 inputs. Based upon Level 3 inputs, the Company estimates that the fair value of its private equity investments at December 31, 2011, net of sharing with Windspeed, is approximately $2,166,000. However, there is no assurance as to the timing or the amount the Company will ultimately realize on these investments. The Company holds no financial liabilities that are measured at fair value on a recurring basis.

In accordance with the provisions of ASC Topic 320, “Accounting for Certain Investments in Debt and Equity Securities,” marketable equity investments (equity investments having a readily determinable fair value) have a carrying value and a fair value based on quoted market prices. The Company’s investment in warrants of public companies were valued at the bid quotation. The Company’s practice is to sell its marketable equity investments within a reasonable period of time upon the expiration of the lockup period.

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

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2011, and with the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011. This discussion contains forward-looking information. Please see “Forward-Looking Statements” and Part II, Item 1A, “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with these statements.

General

Wind-Down of Operations

Since emerging from bankruptcy proceedings on August 12, 2002, the Company has, pursuant to the Plan, focused on the monetization of its remaining assets. Therefore, comparisons of quarter-to-quarter or year-to-year results of operations should not be relied upon as an indication of the Company’s future performance. Capitalized terms used but not defined in this section shall have the meanings as defined in the Plan.

The Company has reduced, and expects to continue to reduce, the size and complexity of its organizational and systems infrastructure concurrently with the monetization of its assets. As of the date of this filing, the Company had a total of five employees (one full-time and four part-time), a decrease of approximately 99 percent from approximately 600 employees upon emergence on August 12, 2002. Approximately six former employees continue to periodically assist the Company on a consulting basis.

On August 12, 2004, Randolph I. Thornton’s appointment as Initial Disbursing Agent became effective. As Initial Disbursing Agent, he assumed the roles and responsibilities performed by the former Board of Directors and officers of the Company, including all measures which are necessary to complete the administration of the Plan and Chapter 11 cases.

Overview

On July 16, 2001, Comdisco, Inc. and 50 of its domestic subsidiaries voluntarily filed for bankruptcy.

Comdisco Holding Company, Inc., as the successor company to Comdisco, Inc., emerged from bankruptcy under a confirmed plan of reorganization that was effective on August 12, 2002. In accordance with the Plan, Comdisco Holding Company, Inc. became the successor to Comdisco, Inc.

Since the Company emerged from Chapter 11 bankruptcy proceedings on August 12, 2002, the Company’s business activities have been limited to the orderly sale or run-off of all of its existing asset portfolios. Pursuant to the Plan and restrictions contained in its Certificate, the Company is specifically prohibited from engaging in any business activities inconsistent with its limited business purpose. Since emerging from bankruptcy, the Company has not engaged in any new leasing or financing activities, except for previously existing customer commitments and to restructure existing equipment leases and loans to maximize the value of the Company’s assets.

The Company maintains sufficient cash reserves for the potential CDR liability, including any potential liability arising from any net distributions by the Litigation Trust to C-4 creditors. The outcome and timing of any actual net distributions by the Litigation Trust will impact both the timing and the amount of future dividends and CDR payments. See below for “Critical Accounting Policies”.

The Company has material restrictions on its ability, and does not expect, to make significant investments in new or additional assets. The Company continually evaluates opportunities for the orderly sale and collection of its remaining assets. Accordingly, within the next few years, it is anticipated that the Company will have reduced all of its assets to cash, resolved all litigation and made distributions of all available cash to holders of its common stock and CDRs in the manner and priorities set forth in the Plan and completed all regulatory filings. At that point, the Company will cease operations.

The Company’s revenues are generated primarily by sales of equity securities and interest income on cash balances. Because of the Company’s declining assets, revenue will continue to decline and, because of the Company’s limited business purpose, this trend is expected to continue. The Company’s expenses are primarily selling, general and administrative expenses and CDRs. As a result of the wind-down of operations, the Company expects total costs and expenses to remain at, or slightly less than current levels, subject to volatility in the amount of expense associated with the liability for CDRs and the timing of payments related to selling, general and administrative expenses.

The Company’s operations continued to wind-down during the three months ended December 31, 2011. The Company’s assets at December 31, 2011 consisted primarily of cash and cash-equivalents, short-term investments, and equity securities. The timing of the sale of equity securities is uncertain. The equity securities portfolio requires liquidity events before certain of these assets can be converted to cash. The Company expects that proceeds from the disposition of equity securities will provide future but diminishing cash flows in excess of the current carrying value of these assets. In addition, the Company, as a former lessor, has a few remaining leases in default whereby collection efforts are underway to support a recovery on those limited number of accounts. Receipts, if any, will be in excess of the respective carrying value of these assets because the related lease receivables were previously written-off.

Equity Investments: The Company holds common stock, preferred stock and warrants in other companies (collectively “Equity Investments”). The Company carries its common stock and preferred stock investments in public companies at fair market value and in private companies at the lower of cost or estimated fair market value in its financial statements. Any warrants held by the Company in private companies are carried at zero value. Any write-downs in the carrying value of such Equity Investments in private companies are considered permanent for financial reporting purposes. See Note 3 of Notes to Consolidated Financial Statements and “Critical Accounting Policies.” It is management’s expectation that the amount in private company investments ultimately realized on Equity Investments will, in the aggregate, exceed the $727,000 carrying amount reflected in the financial statements as of December 31, 2011. The Company’s estimate of the fair value of its private company investments was made in consultation with Windspeed Acquisition Fund GP, LLC (“Windspeed”), a professional management group which the Company engaged to manage the Company’s Equity Investments on an ongoing basis in February 2004. The Windspeed management agreement was extended on April 5, 2011 (with an effective date of February 21, 2011) until February 20, 2013. Under the terms of the extended management agreement, Windspeed will not be paid any management fees. In lieu of such management fee payment, 100% of any proceeds from certain companies in the portfolio will go to Windspeed. As a result of such arrangement, and as of February 21, 2011, the Company established a prepaid expense in the amount of $131,000, representing the estimated fair market value of the companies for which Windspeed will be entitled to 100% of the proceeds and recognized a non-cash gain of $93,000 during the fiscal year ending September 30, 2011, representing the excess of the fair market value of the companies over their respective cost basis. The Company has amortized $56,000 of the prepaid expense since the beginning of the amended agreement, including $16,000 amortized during the quarter ended December 31, 2011.

The Company estimates that the realizable value for its Equity Investments in private companies, net of sharing with Windspeed (see table below), at December 31, 2011 is approximately $2,166,000. However, there is no assurance as to the timing or the amount the Company will ultimately realize on the Equity Investments. Furthermore, as of December 31, 2011, the total portfolio of six companies which has an estimated fair market value of approximately $2,359,000 is subject to significant concentration risk, as follows: 92% of such value is in three individual companies, and approximately 84% of such value is in two individual companies.

The following table summarizes the changes in the value of the Company’s Equity Investments since September 30, 2011 (in thousands):

	Public Companies (1) (3)			Private Companies (2) (3)
September 30, 2011 estimated realizable value	$	208		$	2,145
Increase (decrease) in unrealized estimated value		(15	)		21

December 31, 2011 estimated realizable value	$	193		$	2,166

(1)	Carrying value of public companies for financial statements is market value. See Note 3 of Notes to Consolidated Financial Statements.
(2)	Carrying value of private companies for financial statements is the lower of cost or fair value, or approximately $534,000. The increase in unrealized estimated value is a result of changes in marketability.
(3)	Net of sharing with Windspeed under the extended management agreement.

Collections and recoveries: The Company has potential collections and recoveries on a limited number of remaining accounts previously written off. Recoveries involve prior lessees or debtors now in bankruptcy and against whom the Company has filed and is pursuing claims to maximize its recoveries. The Company’s cost basis in these accounts is nominal. Additionally, the Company, periodically, recovers unclaimed property from various states.

Critical Accounting Policies

The Company’s consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to use estimates and assumptions that affect reported amounts of assets and liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. These estimates are subject to known and unknown risks, uncertainties and other factors that could materially impact the amounts reported and disclosed in the consolidated financial statements.

The SEC issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies,” which recommends that companies provide additional disclosure and analysis of those accounting policies considered most critical.

The Company believes the following to be among the most critical judgment areas in the application of its accounting policies:

CDRs and CDR Liability: The Plan entitles holders of Comdisco Holding’s CDRs to share at increasing percentages in the proceeds realized from the monetization of the Company’s assets based upon the present value of distributions made to the general unsecured creditors in the bankruptcy estate of Comdisco, Inc.

The Company estimates the CDR liability based on the net equity of the Company after taking into consideration future operating costs and expenses, and other expected cash inflows in excess of book value, including estimated future interest income, estimated recoveries and any potential net distributions from the Litigation Trust which, as of the date of this filing, a reasonable estimate of future net distributions is not determinable.

Equity Investments In Private Companies: Equity investments in private companies consist primarily of small investments in approximately five private companies. The Company carries its common

stock and preferred stock investments in private companies at the lower of cost or estimated fair market value in the financial statements. Warrants in non-public companies are carried at zero value. The Company, in consultation with Windspeed, regularly estimates the value of investments in private companies and adjusts carrying values when market and customer specific events and circumstances indicate that such assets might be impaired. All write-downs are considered permanent impairments for financial reporting purposes. At December 31, 2011, the carrying value of the Company’s equity investments in private companies was approximately $534,000, and the estimated fair market value was approximately $2,166,000.

Income Taxes: The Company establishes liabilities or reduces assets for uncertain tax positions when the Company believes certain tax positions are not more likely than not of being sustained if challenged. Each fiscal quarter, the Company evaluates these uncertain tax positions and adjusts the related tax assets and liabilities in light of changing facts and circumstances.

The above listing is not intended to be a comprehensive list of all the Company’s accounting policies. Please refer to the Company’s annual consolidated financial statements and notes thereto, which contain the Company’s significant accounting policies and other disclosures required by accounting principles generally accepted in the United States of America.

Recent Developments

Bankruptcy Proceeding

The Company continues to appear before the Bankruptcy court from time to time to clarify and administer matters related to the Plan and the wind down of the operations of the Company. On June 28, 2011, the bankruptcy case of Comdisco, Inc., case no. 01-24795, was reassigned from Judge Bruce Black to Judge Jack Schmetterer. On February 6, 2012, a status hearing was set for May 10, 2012.

Litigation Trust Summary Judgments

The Plan and the litigation trust agreement provided that, under certain circumstances, subrogation rights that the Company may have against the SIP Participants who participated in the SIP and their respective promissory notes be placed in a trust for the benefit of the C-4 creditors (the “Trust Assets”). Under the Plan, the Litigation Trust is solely responsible for collection of amounts due on the promissory notes of the SIP Participants who did not take advantage of the SIP Relief (as defined in the Plan). The Company has a limited indemnification obligation to the litigation trustee under the litigation trust agreement. Nine of the SIP Participants filed personal bankruptcy. On February 4, 2005, the Litigation Trust commenced both state and federal lawsuits to collect on the remaining SIP Participants’ promissory notes.

The Litigation Trust filed and a federal district court judge has entered summary judgments (and amended judgments) against all but one of the SIP Participants who are defendants in the federal cases on their respective SIP promissory notes and the Litigation Trust has commenced collection actions against them. Additionally, the federal district court judge has entered orders ordering that certain CDRs and related proceeds held by the estate of Comdisco, Inc. and Computershare (f/k/a BNY Mellon) (holder of CDRs) on behalf of those SIP Participants be turned over to the Litigation Trust. Pursuant to these orders, the Company has turned over CDRs and related proceeds and will continue to do so if additional orders are entered. The SIP Participants filed appeals on those judgments. A hearing before the Seventh Circuit on the summary judgments in the federal case was held on April 6, 2010. The Seventh Circuit ruled on October 18, 2010 affirming rulings in favor of the Litigation Trust, but remanding certain fraud issues to the trial court. On November 1, 2010, the SIP defendants filed a petition for a hearing before the full appellate panel. The Litigation Trust filed a response to the petition on November 18, 2010. On June 28, 2011, the Seventh Circuit ruled vacating the summary judgments and remanding the cases back to Judge Gettleman for further proceedings. On January 13, 2012, the judge set February 24, 2012 for both parties to tender responses to interrogatories and for both parties to exchange and provide to the court, lists of proposed depositions and subjects to be addressed. The judge also continued the Rule 16 scheduling conference to March 2, 2012.

on February 11, 2010. Three of the SIP Participants filed Cross Motions for Summary Judgment. A hearing in the Circuit Court of Cook County on all of the summary judgment motions in the state cases was held on May 12, 2010 and the judge granted the summary judgments in favor of the Litigation Trust and denied the various motions for summary judgments filed by the SIP Participants. On July 12, 2010, the SIP Participants filed a Motion for a Temporary Stay of Proceedings until the Seventh Circuit rules on the appeal of the federal judgments. The Litigation Trust filed its response to the Motion on July 28, 2010. On August 10, 2010, the judge granted a temporary stay of the proceedings until November 29, 2010. On November 29, 2010, the judge continued the proceedings until January 27, 2011. On January 27, 2011, Judge Sanjay Tailor was assigned to the matter. On September 14, 2011, the defendants filed a Motion to Vacate Summary Judgments and Motion for Reconsideration. At a hearing on September 21, 2011, the judge entered a Briefing Schedule Order for these motions and documents to be tendered at a status hearing on January 24, 2012. On January 24, 2012, the judge set a hearing for March 9, 2012.

Litigation Trust Termination Motion

On March 16, 2006, a motion was filed in the Bankruptcy court for the Northern District of Illinois on behalf of certain SIP Participants who had filed proofs of claim in the Comdisco, Inc. bankruptcy (“SIP Claimants”). The motion sought an order from the Bankruptcy court terminating the Litigation Trust. On July 20, 2006, the Bankruptcy court judge denied the motion of the SIP Claimants. On August 18, 2006, the SIP Claimants appealed the Bankruptcy court judge’s denial of their motion. On January 30, 2007, the federal district court judge affirmed the denial of the motion. The SIP Claimants appealed the denial to the US Circuit Court of Appeals for the 7th Circuit. A mandatory mediation was held on April 20, 2007. The mediation was adjourned and no settlement was achieved by the parties. The parties briefed the appeal, and oral arguments were held before the Appellate Court on November 26, 2007. On August 13, 2008, the Appellate Court ruled and dismissed the appeal for lack of jurisdiction. As of the date of this filing, there have been no further proceedings on this matter.

XBRL Exemption

Results of Operations

Three Months Ended December 31, 2011 compared to the Three Months Ended December 31, 2010

Revenue

Changes in total revenue for the three months ended December 31, 2011 compared to the three months ended December 31, 2010 were as follows (in thousands):

	Three months ended December 31,		Percent Increase (Decrease)	Explanation of Change
	2011	2010	Percent Increase (Decrease)	Explanation of Change
Gain on sale of equity and warrant securities	$ 81	$ 108	(25)%	Equity securities, which are managed by Windspeed, represent the primary remaining revenue generating asset. See “Overview” for additional information. (A)
Interest income	31	32	(3)%	Interest earned on cash balances.
Foreign exchange gain	21	166	(87)%	Translation gains for foreign entities that have been substantially liquidated. (B)
Miscellaneous income	--	6	(100)%	Miscellaneous receipts.
Total revenue	$ 133	$ 312	(57)%

	(A)	The decrease in gains on sale of equity holdings for the quarter ended December 31, 2011 is a result of slightly lower liquidations of positions held compared to the quarter ended December 31, 2010.

	(B)	Foreign exchange gain primarily relates to the weakening of the U.S. dollar against the Canadian Dollar as the Company’s foreign subsidiaries held monetary assets denominated in that currency.

Costs and Expenses

Changes in total costs and expenses for the three months ended December 31, 2011 compared to the three months ended December 31, 2010 were as follows (in thousands):

	Three months ended December 31,		Percent Increase (Decrease)	Explanation of Change
	2011	2010	Percent Increase (Decrease)	Explanation of Change
Selling, general and administrative	$ 921	$ 1,060	(13)%	Lower salary, consultants, legal and accounting fees incurred during the quarter ended December 2011 compared to the quarter ended December 2010.
Contingent distribution rights	126	203	(38)%	(A)
Bad debt recoveries	(349)	(207)	69%	Collections and recoveries. (B)
Total costs and expenses	$ 698	$ 1,056	(34)%

	(A)	The CDR expense in the quarter ended December 31, 2011 is primarily the result of bad debt recoveries in the current quarter. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies” for more information.

	(B)	The increase in proceeds during the quarter ending December 31, 2011 was due to bad debt recoveries from a previously written off claim in a foreign bankruptcy estate and a settlement on a disputed obligation owed to the Company.

Income Taxes

The Company recorded no U.S. federal income tax expense for the three months ended December 31, 2011 and 2010.

The Company recorded approximately $10,000 of income tax expense for its Canadian subsidiary for the three months ended December 31, 2011. The Company recorded $5,000 in income tax expense for its Canadian subsidiary for the three months ended December 31, 2010. See Note 4 of Notes to Consolidated Financial Statements for information on the wind-down transactions in Canada.

The Company recorded no income tax expense for its Mexican subsidiary for the three months ended December 31, 2011. The Company recorded approximately $1,160,000 of income tax benefit for its Mexican subsidiary for the three months ended December 31, 2010 as a result of the completion of the 2003 tax audit.

Net earnings (loss)

Net loss was approximately ($575,000), or ($0.14) per share-basic and diluted, for the three months ended December 31, 2011, compared to net earnings of approximately $411,000, or $0.10 per share-basic and diluted, for the three months ended December 31, 2010, driven in large part by the reversal of a tax liability for the Company’s Mexican subsidiary in the amount of $1,160,000.

Off-Balance Sheet Arrangements

The Company does not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that could be expected to have a material current or future effect upon the Company’s financial condition or results of operations.

Liquidity and Capital Resources

The Company’s liquidity generally depends on cash on hand. The Company’s cash flow from operating activities is dependent on a number of variables, including, but not limited to, operating costs and expenses to affect the wind down, income tax obligations, market conditions for the sale of Equity Investments and the ability of the Company to dispose or otherwise convert to cash its remaining assets. All funds generated from the collection of remaining assets are required by the Plan to be used to satisfy liabilities of the Company and, to the extent funds are available, to pay dividends on the Company’s common stock and to make distributions with respect to the CDRs in the manner and priorities set forth in the Plan. Because of the composition and nature of its remaining assets, the Company expects to generate funds from the sale or collection of its remaining assets at a decreasing rate over time.

At December 31, 2011, the Company had unrestricted cash and cash equivalents of approximately $30,803,000 a decrease of approximately $147,000 compared to September 30, 2011. Net cash used in operating activities for the three months ended December 31, 2011 was approximately $154,000. The effect of exchange rate changes on cash balances held in foreign currencies was an increase in cash and cash equivalents of approximately $7,000 for the three months ended December 31, 2011.

During the three months ended December 31, 2011, $81,000 in proceeds were generated from the equity portfolios and approximately $613,000 was received from bad debt recoveries, interest income and other revenue. The Company’s cash expenditures were primarily operating expenses of approximately $848,000 (principally professional services and employees’ compensation).

The Company’s current and future liquidity depends on cash on hand and may be augmented by proceeds from the sale of Equity Investments, recoveries, if any, and interest income. The Company expects its cash on hand to be sufficient to fund operations and to meet its obligations (including its obligation to make distributions to its common stockholders and make payments to CDR holders) under the Plan for the foreseeable future.

Dividends

There were no dividends paid during the quarter ended December 31, 2011. The Company intends to treat any future dividend distributions for federal income tax purposes as part of a series of liquidating distributions in complete liquidation of the Company.

Contingent Distribution Rights

For financial reporting purposes, the Company records CDRs as a liability and as an operating expense although the CDRs trade over-the-counter.

The Plan entitles holders of CDRs to share at increasing percentages in the proceeds realized from the Company’s assets based upon the present value of distributions to certain C-4 creditors in the bankruptcy estate of Comdisco, Inc. As of December 31, 2011, the sharing percentage was 37%, which is the maximum sharing percent. As of the date of this filing, there were 1,806 holders of record of the Company’s CDRs and there were 148,448,188 outstanding CDRs.

The Company maintains sufficient cash reserves for operations and the potential CDR liability arising from the Company’s equity and any potential net distributions from the Litigation Trust to the C-4 creditors. The outcome and the timing of the actual net distributions from the Litigation Trust will impact both the timing and the amount of future dividends and CDR payments.

Since September 30, 2008, the Company has estimated, and will continue to estimate, the CDR liability based on the net equity of the Company after taking into consideration future operating costs and expenses, and other expected cash inflows in excess of book value, including estimated future interest income, estimated recoveries and any potential net distributions from the Litigation Trust which, as of the date of this filing, a reasonable estimate of future net distributions is not determinable.

CDR Payment

There were no CDR payments during the quarter ended December 31, 2011.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Randolph I. Thornton, the principal executive officer and principal financial officer of the Company, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, Mr. Thornton concluded that the Company’s disclosure controls and procedures are effective as of December 31, 2011 to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to the Company’s management, including its president and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting

There has not been any change in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Section 13(a)-15 or 15(d)-15 under the Exchange Act that occurred during the Company’s first fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Recent Developments” for a discussion of the motion of certain SIP claimants to terminate the Litigation Trust and the

motion by the Litigation Trust to obtain summary judgments against certain SIP Participants who are defendants in the lawsuits.

ITEM 1A. RISK FACTORS RELATING TO THE COMPANY

There have been no material updates to the Risk Factors as set forth in Item 1A. of our Annual Report on Form 10-K, filed with the SEC on December 9, 2011.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

None.

Repurchases of Common Stock

The Company does not regularly repurchase shares nor does the Company have a share repurchase plan.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. [RESERVED]

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

	Exhibit No.		Description of Exhibit

	3.1		Certificate of Incorporation of Registrant dated August 8, 2002 and as Amended August 12, 2004 (Incorporated by reference to Exhibit 3.1 filed with the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2004, as filed with the SEC on December 14, 2004, File No. 0-49968).

	3.2		By-Laws of Registrant, adopted as of August 9, 2002 (Incorporated by reference to Exhibit 3.2 filed with the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2002, as filed with the SEC on January 14, 2003, File No. 0-49968).

	11.1		Statement re computation of per share earnings (Filed herewith).

	31.1		Certification of Principal Executive Officer and Principal Financial Officer, Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).

	32.1		Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith).

SIGNATURES

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.

	COMDISCO HOLDING COMPANY, INC.

Dated: February 13, 2012	By:	/s/ Randolph I. Thornton
		Name:	Randolph I. Thornton
		Title:	Chief Executive Officer and President
			(Principal Financial and Accounting Officer)

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Comdisco Holding Inactive 10-Q2012 Q1 Quarterly report

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