UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
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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
(Exact name of registrant as specified in its charter)
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incorporation or organization) |
(I.R.S. Employer Identification No.) |
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| (Address of principal executive offices) | (Zip code) |
(
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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The |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer: ☐ | Accelerated Filer: ☐ | |
| Smaller Reporting Company: |
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| Emerging Growth Company: |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes:
Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date:
DAILY JOURNAL CORPORATION
INDEX
| Page Nos. | ||
| PART I Financial Information | ||
| Item 1. Financial Statements (Unaudited) | ||
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Consolidated Balance Sheets ‑ December 31, 2024 and September 30, 2024 |
3 | |
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Consolidated Statements of Income and Comprehensive Income ‑ Three months ended December 31, 2024 and 2023 |
4 | |
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Consolidated Statements of Shareholders’ Equity ‑ Three months ended December 31, 2024 and 2023 |
5 | |
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Consolidated Statements of Cash Flows ‑ Three months ended December 31, 2024 and 2023 |
6 | |
| Notes to Consolidated Financial Statements | 7 | |
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
16 | |
| Item 4. Controls and Procedures | 22 | |
| Part II Other Information | ||
| Item 6. Exhibits | 23 | |
PART I
Item 1. FINANCIAL STATEMENTS
DAILY JOURNAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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December 31 |
September 30 |
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2024 |
2024 |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
$ | $ | ||||||
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Restricted cash |
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Non-qualified deferred compensation plan – trust account asset value |
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Marketable securities at fair value |
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Accounts receivable, less allowance for doubtful accounts |
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Inventories |
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Prepaid expenses and other current assets |
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Income tax receivable |
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Total current assets |
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Property, plant and equipment, at cost |
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Land, buildings and improvements |
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Furniture, office equipment and computer software |
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Machinery and equipment |
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Less accumulated depreciation |
( |
) | ( |
) | ||||
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Total property, plant and equipment, net |
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Operating lease right-of-use assets |
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Total assets |
$ | $ | ||||||
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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Current liabilities |
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Accounts payable |
$ | $ | ||||||
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Accrued liabilities |
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Note payable collateralized by real estate |
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Deferred subscriptions |
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Deferred consulting fees |
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Deferred maintenance agreements and others |
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Total current liabilities |
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Long term liabilities |
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Investment margin account borrowings |
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Note payable collateralized by real estate |
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Deferred maintenance agreements |
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Accrued liabilities |
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Accrued non-qualified deferred compensation |
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Deferred income taxes |
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Total long-term liabilities |
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Commitments and contingencies (Notes 10 and 11) |
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Shareholders' equity |
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Preferred stock, $ par value, |
--- | --- | ||||||
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Common stock, $ par value, |
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Additional paid-in capital |
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Retained earnings |
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Total shareholders' equity |
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| Total liabilities and shareholders’ equity | $ | $ | ||||||
See accompanying Notes to Consolidated Financial Statements.
DAILY JOURNAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
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Three months ended December 31 |
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2024 |
2023 |
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Revenues |
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Advertising |
$ | $ | ||||||
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Circulation |
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Advertising service fees and other |
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Licensing and maintenance fees |
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Consulting fees |
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Other public service fees |
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Total revenues |
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Costs and expenses |
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Salaries and employee benefits |
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Stock-based compensation |
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Decrease to the long-term supplemental compensation accrual |
( |
) | ( |
) | ||||
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Agency commissions |
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Outside services |
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Postage and delivery expenses |
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Newsprint and printing expenses |
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Depreciation and amortization |
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Equipment maintenance and software |
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Credit card merchant discount fees |
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Rent expenses |
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Accounting and legal fees |
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Other general and administrative expenses |
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Total costs and expenses |
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Income from operations |
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Other income (expense) |
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Dividends and interest income |
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Net unrealized gains on marketable securities |
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Net unrealized losses on non-qualified compensation plan |
( |
) | ||||||
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Interest expense on margin loans and others |
( |
) | ( |
) | ||||
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Interest expense on note payable collateralized by real estate |
( |
) | ( |
) | ||||
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Income before income taxes |
||||||||
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Income tax provision |
( |
) | ( |
) | ||||
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Net income |
$ | $ | ||||||
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Weighted average number of common shares outstanding - basic and diluted |
||||||||
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Basic and diluted net income per share |
$ | $ | ||||||
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Comprehensive income |
$ | $ | ||||||
See accompanying Notes to Consolidated Financial Statements.
DAILY JOURNAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
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Additional |
Total |
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Common Stock |
Treasury Stock |
Paid-in |
Retained |
Shareholders' |
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Shares |
Amount |
Shares |
Amount |
Capital |
Earnings |
Equity |
||||||||||||||||||||||
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Balance at September 30, 2023 |
$ | ( |
) | $ | ( |
) | $ | $ | $ | |||||||||||||||||||
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Net income |
--- | --- | --- | --- | --- | |||||||||||||||||||||||
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Balance at December 31, 2023 |
$ | ( |
) | $ | ( |
) | $ | $ | $ | |||||||||||||||||||
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Balance at September 30, 2024 |
$ | ( |
) | $ | ( |
) | $ | $ | $ | |||||||||||||||||||
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Restricted stock unit cost amortization |
--- | --- | --- | --- | --- | |||||||||||||||||||||||
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Net income |
--- | --- | --- | --- | --- | |||||||||||||||||||||||
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Balance at December 31, 2024 |
$ | ( |
) | $ | ( |
) | $ | $ | $ | |||||||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
DAILY JOURNAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Three months |
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ended December 31 |
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2024 |
2023 |
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Cash flows from operating activities |
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Net income |
$ | $ | ||||||
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Adjustments to reconcile net income to net cash provided by (used in) operating activities |
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Stock-based compensation |
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Depreciation and amortization |
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Net realized gains and unrealized gains on marketable securities |
( |
) | ( |
) | ||||
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Deferred income taxes |
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Changes in assets and liabilities |
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(Increase) decrease in current assets |
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| Accounts receivable, net | ||||||||
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Inventories |
( |
) | ||||||
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Prepaid expenses and other assets |
( |
) | ||||||
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Income tax receivable |
( |
) | ( |
) | ||||
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Increase (decrease) in liabilities |
||||||||
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Accounts payable |
( |
) | ||||||
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Accrued liabilities, including non-qualified deferred compensation |
( |
) | ( |
) | ||||
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Income tax payable |
( |
) | ||||||
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Deferred subscriptions |
( |
) | ( |
) | ||||
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Deferred consulting fees |
( |
) | ||||||
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Deferred maintenance agreements and others |
( |
) | ( |
) | ||||
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Net cash provided by (used in) operating activities |
( |
) | ||||||
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Cash flows from investing activities |
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Purchases of property, plant and equipment, net |
( |
) | ||||||
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Net cash provided used in investing activities |
( |
) | ||||||
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Cash flows from financing activities |
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Payment to margin loan borrowing |
( |
) | ||||||
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Payment of real estate loan principal |
( |
) | ( |
) | ||||
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Net cash used in financing activities |
( |
) | ( |
) | ||||
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Increase (decrease) in cash and cash equivalents and restricted cash |
( |
) | ||||||
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Cash and cash equivalents and restricted cash |
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Beginning of year |
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Cash and Cash equivalents |
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Restricted cash |
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Non-qualified deferred compensation plan – trust account asset value |
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End of year |
$ | $ | ||||||
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Interest paid during year |
$ | $ | ||||||
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Income taxes paid during year |
$ | $ | ||||||
See accompanying Notes to Consolidated Financial Statements.
DAILY JOURNAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - The Corporation and Operations
Daily Journal Corporation (“Daily Journal” or “the Company”) publishes newspapers and websites covering California and Arizona and produces several specialized information services. It also serves as a newspaper representative specializing in public notice advertising. This is sometimes referred to as the Company’s “Traditional Business”.
Journal Technologies, Inc. (“Journal Technologies”), a wholly-owned subsidiary of Daily Journal, supplies case management software systems and related products to courts, prosecutor and public defender offices, probation departments and other justice agencies, including administrative law organizations, city and county governments and bar associations. These organizations use the Journal Technologies family of products to help manage cases and information electronically, to interface with other critical justice partners and to extend electronic services to the public, including e-filing and a website to pay traffic citations and fees online. These products are licensed or subscribed to in approximately 32 states and internationally.
Essentially all of the Company’s U.S. operations are based in California, Arizona and Utah. The Company also has a presence in Australia where Journal Technologies is working on three software installation projects and in British Columbia, Canada, where the Company established a wholly-owned subsidiary, Journal Technologies (Canada) Inc., since August 2022.
Note 2 – Summary of Significant Accounting Policies
In the opinion of the Company, the accompanying interim unaudited consolidated financial statements present fairly the financial position of the Company as of December 31, 2024 and September 30, 2024, its results of operations and consolidated statements of shareholders’ equity for the three-month periods ended December 31, 2024 and 2023, and cash flows for the three-month periods ended December 31, 2024 and 2023. The results of operations for the three months ended December 31, 2024 are not necessarily indicative of the results to be expected for the full year.
The consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission and in accordance with the generally accepted accounting principles in the United States. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
Certain reclassifications of previously reported amounts have been made to conform to the current year’s presentation. Financial monetary figures presented in the tables are reported in thousands except for the number for shares and the per share price.
The change in allowance for doubtful accounts is as follows:
Allowance for Doubtful Accounts (000)
|
Description |
Balance at Beginning of Year |
Additions charged to Costs and Expenses |
Accounts charged off less Recoveries |
Balance at End of Year |
||||||||||||
| Fiscal 2025 year-to-date through December 31 | ||||||||||||||||
|
Allowance for doubtful accounts |
$ | $ | $ | $ | ||||||||||||
| Fiscal 2024 year-to-date through December 31 | ||||||||||||||||
|
Allowance for doubtful accounts |
$ | $ | $ | ( |
) | $ | ||||||||||
Stock-based Compensation: In fiscal 2024, the Company implemented an Equity Incentive Plan, a share-based award plan that provides for the grant of incentive stock options, non-qualified stock options, restricted stock units, and other equity-based awards to key employees. As of December 31, 2024, there were
For restricted stock units, we use the closed market price on the date of grant as their fair market value. We have not historically paid any cash dividends on our common stock and as a result do not reduce the grant-date fair value per share by the present value of dividends expected to be paid during the requisite service period for restricted stock units. We amortize the fair value of all awards on a straight-line basis over the requisite service periods, which are generally the vesting periods.
We will recognize the effect of awards for which the requisite service period is not rendered when the award is forfeited. That is, we recognize the effect of forfeitures in compensation cost when they occur. Previously recognized compensation cost for an award is reversed in the period the award is forfeited.
The following table summarized stock unit activity during the periods presented:
|
Number of Shares |
Weighted Average Grant Date Fair Value per Share |
|||||||
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Unvested at December 31, 2023 |
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Granted |
$ | |||||||
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Vested |
||||||||
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Forfeited |
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Unvested at December 31, 2024 |
$ | |||||||
As of December 31, 2024, we had total unrecognized compensation cost of approximately $
The following table summarizes stock-based compensation expense related to share-based awards which is recorded in the consolidated statements of comprehensive income:
|
Fiscal 2025 as of December 31, 2024 |
||||
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Stock-based compensation |
$ | |||
|
Total stock-based compensation expense |
||||
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Total tax benefit |
( |
) | ||
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Net decrease in net income |
$ | |||
Note 3 - New Accounting Pronouncement
During November 2023, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU No. 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an annual and interim basis. The amendments enable investors to develop more decision-useful financial analyses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company believes that the adoption of ASU No. 2023-07 does not have a material effect on its consolidated financial statements.
Note 4 – Right-of-Use (ROU) Asset and Liabilities
ROU: At December 31, 2024, the Company recorded a ROU asset and lease liabilities of approximately $
Accrued Liabilities: Accrued current liabilities primarily consisted of (i) accrued vacation of $
Note 5 – Revenue Recognition
The Company recognizes revenues in accordance with the provisions of ASU No. 2014-09, Revenue from Contracts with Customers (ASC Topic 606).
For the Traditional Business, proceeds from the sale of subscriptions for newspapers, court rule books and other publications and other services are recorded as deferred revenue and are included in earned revenue only when the services are provided, generally over the subscription term. Advertising service fees and other revenues, which represent primarily agency commissions received from outside newspapers in which the advertising is placed, are recognized when advertisements are published and are recorded on a net basis.
Journal Technologies contracts may include several products and services, which are generally distinct and include separate transaction pricing and performance obligations. Most are one-transaction contracts. These revenue contracts include (i) implementation consulting fees to configure the system to go-live, (ii) subscription software license, maintenance (including updates and upgrades) and support fees, and (iii) third-party hosting fees when used. For contracts containing multiple performance obligations, the Company allocates the transaction price on the basis of the relative standalone selling price of each distinct good or service, and utilizes the residual approach to estimate the standalone selling price of implementation consulting fees, whereby the standalone selling price is estimated by reference to the total transaction price less the sum of the observable standalone selling prices of its subscription software licenses, maintenance and support fees, and third-party hosting fees. These contracts include assurance-type warranty provisions for limited periods and do not include financing terms. For some contracts, the Company acts as a principal with respect to certain services, such as data conversion, interfaces and hosting that are provided by third parties, and recognizes such revenues and related costs on a gross basis. The Company considers several factors to determine if it controls the good or service and therefore is the principal. These factors include (1) if we have primary responsibility for fulfilling the promise; and (2) if we have discretion in establishing price for the specified good or service. For legacy contracts with perpetual license arrangements, licenses and consulting services are recognized at point of delivery, and maintenance revenues are recognized ratably after the go-live.
The Traditional Business and Journal Technologies issue invoices that have payment terms which require payment within 30 days. Contracts do not have a significant financing component and do not have variable consideration. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the required performance services have been completed. Proceeds from subscription-type revenues, including circulation revenue, license, maintenance and support services, and hosting services, are deferred at the time of sale and are recognized on a pro-rata basis over the terms of the subscriptions or service period, and unearned proceeds are recognized within deferred subscriptions and deferred maintenance agreements and others in the consolidated balance sheets. Proceeds from consulting fees are recognized at point of delivery upon service completion, and unearned consulting fee proceeds are recorded under deferred consulting fees on the consolidated balance sheets. Other public service fees are earned and recognized as revenues when the Company processes credit card payments on behalf of the courts via its websites through which the public can e-file cases and pay traffic citations and other fees.
ASC 606 also requires the capitalization of certain costs of obtaining contracts, specifically sales commissions which are to be amortized over the expected term of the contracts. For its software contracts, the Company incurs an immaterial amount of sales commission costs which have no significant impact on the Company’s financial condition and results of operations. In addition, the Company’s implementation and fulfillment costs do not meet all criteria required for capitalization.
Since the Company recognizes revenues when it can invoice the customer pursuant to the contract for the value of completed performance, as a practical expedient and because reliable estimates cannot be made, it has elected not to include the transaction price allocated to unsatisfied performance obligations. These unallocated prices primarily relate to the eFile-it™ and ePay-it™ transactions for which service fees are collected and recognized when the Company processes credit card payments on behalf of the courts via its websites through which the public e-file cases or pay traffic citations. Furthermore, there are no fulfillment costs that are capitalized for the software contracts.
Approximately
The change in total deferred revenues, including the long-term portion, is as follows:
Changes in total deferred revenues (000)
|
Description |
Balance at Beginning of Year |
Addition to the Deferral |
Recognition from Deferral |
Balance at End of Year |
||||||||||||
| As of December 31, 2024 | ||||||||||||||||
|
Total deferred revenues |
$ | $ | $ | ( |
) | $ | ||||||||||
| As of December 31, 2023 | ||||||||||||||||
|
Total deferred revenues |
$ | $ | $ | ( |
) | $ | ||||||||||
Note 6 - Treasury Stock and Net Income per Common Share
In June 2022, the Company received from Charles T. Munger
Note 7 - Basic and Diluted Net Income Per Share
The Company did not have any common stock equivalents at December 31, 2023. At December 31, 2024, there were common stock, and restricted stock units which were about equivalent to common stocks and therefore basic and diluted net income per share were the same.
Note 8 - Investments in Marketable Securities
All investments are classified as “Current assets” because they are available for sale at any time. These marketable securities are stated at fair value. The Company uses quoted prices in active markets for identical assets (consistent with the Level 1 definition in the fair value hierarchy) to measure the fair value of its investments on a recurring basis pursuant to ASC 820, Fair Value Measurement. As of December 31, 2024 and September 30, 2024, there were net accumulated pretax unrealized gains of $
During the three months ended December 31, 2024, the Company recorded and included in its net income the net unrealized gains on marketable securities of $
Our long-serving director and former chairman, Charles T. Munger, had managed the Company’s marketable securities portfolio since the original purchases were made with the Company’s excess cash in 2009. Mr. Munger passed away in November 2023, and the Company remains committed to using the portfolio as a source of strength in support of its operating businesses, just as it has for the past 16 years. The Board continues to work to ensure the prudent and effective management of these assets in the context of the current market and the needs of the businesses, including consultation with outside advisors to which the Board has access. The March 2024 sales of a portion of the portfolio (approximately 10%) to reduce the Company’s margin loan, are aspects of that work.
Investments in marketable securities as of December 31, 2024 and September 30, 2024 are summarized below.
Investment in Financial Instruments (000)
|
December 31, 2024 |
September 30, 2024 |
|||||||||||||||||||||||
|
Aggregate fair value |
Amortized/ Adjusted cost basis |
Pretax unrealized gains |
Aggregate fair value |
Amortized/ Adjusted cost basis |
Pretax unrealized gains |
|||||||||||||||||||
|
Marketable securities |
||||||||||||||||||||||||
|
Common stocks |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Note 9 - Income Taxes
For the three months ended December, 2024, the Company recorded an income tax provision of $
For the three months ended December 31, 2023, the Company recorded an income tax provision of $
The Company files consolidated federal income tax returns in the United States and with various state jurisdictions and is no longer subject to examinations for fiscal years before fiscal 2022 with regard to federal income taxes and fiscal 2021 for state income taxes.
Note 10 - Debt and Commitments
During fiscal 2013, the Company borrowed from its investment margin account the aggregate purchase price of $
The interest rate for these investment margin account borrowings fluctuates based on the Federal Funds Rate plus
In November 2015, the Company purchased a
The Company owns its facilities in Los Angeles, California. The Company also leases space for its other offices under operating leases which expire at various dates through October 2025.
The Company is responsible for a portion of maintenance, insurance and property tax expenses relating to the leased properties. Rental expenses, inclusive of these expenses, for the three months ended December 31, 2024 and 2023 were $
Effective January 1, 2023, the Company began sponsoring a 401(k) retirement plan and a non-qualified deferred compensation plan for its employees. The 401(k) retirement plan is a defined contribution plan available to employees meeting minimum service requirements. Eligible employees can contribute up to
Note 11 - Contingencies
From time to time, the Company is subject to contingencies, including litigation, arising in the normal course of its business. While it is not possible to predict the results of such contingencies, management does not believe the ultimate outcome of these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows.
Note 12 - Operating Segments
The Company’s Traditional Business is one reportable segment and the other is Journal Technologies which includes Journal Technologies, Inc. and Journal Technologies (Canada) Inc. All inter-segment transactions were eliminated. Corporate is presented below as a non-operating segment to reconcile segment results to the Company’s consolidated financial statement line-item totals. Additional detail about each of the reportable segments and its income and expenses is set forth below:
Overall Financial Results
For the three months ended December 31
|
Reportable Segments |
||||||||||||||||||||||||||||||||
|
Traditional Business |
Journal Technologies |
Corporate |
Total |
|||||||||||||||||||||||||||||
|
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
|||||||||||||||||||||||||
|
Revenues |
||||||||||||||||||||||||||||||||
|
Advertising |
$ | $ | $ | — | $ | — | $ | — | $ | — | $ | $ | ||||||||||||||||||||
|
Circulation |
— | — | — | — | ||||||||||||||||||||||||||||
|
Advertising service fees and other |
— | — | — | — | ||||||||||||||||||||||||||||
|
Licensing and maintenance fees |
— | — | — | — | ||||||||||||||||||||||||||||
|
Consulting fees |
— | — | — | — | ||||||||||||||||||||||||||||
|
Other public service fees |
— | — | — | — | ||||||||||||||||||||||||||||
|
Total operating revenues |
— | — | ||||||||||||||||||||||||||||||
|
Operating expenses |
||||||||||||||||||||||||||||||||
|
Salaries and employee benefits |
— | — | ||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||
|
Decrease to the long-term supplemental compensation accrual |
( |
) | ( |
) | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||
|
Others |
— | — | ||||||||||||||||||||||||||||||
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Total operating expenses |
— | — | ||||||||||||||||||||||||||||||
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Income from operations |
— | — | ||||||||||||||||||||||||||||||
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Dividends and interest income |
— | — | — | — | ||||||||||||||||||||||||||||
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Interest expense on note payable collateralized by real estate and other |
— | — | — | — | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
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Interest expense on margin loans |
— | — | — | — | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
| Net unrealized loss on non-qualified compensation plan | — | — | — | — | ( |
) | — | ( |
) | — | ||||||||||||||||||||||
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Net unrealized gains on marketable securities |
— | — | — | — | ||||||||||||||||||||||||||||
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Pretax income |
||||||||||||||||||||||||||||||||
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Income tax expenses |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
|
Net income |
$ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
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Total assets |
$ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
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Capital expenditures |
$ | — | $ | $ | — | $ | — | $ | — | $ | — | $ | — | $ | ||||||||||||||||||
During the three months ended December 31, 2024, the Traditional Business had total operating revenues of $
Approximately
Note 13 - Subsequent Events
The Company has completed an evaluation of all subsequent events through the issuance date of these financial statements and concluded that no subsequent events occurred that required recognition to the financial statements or disclosures in the Notes to Consolidated Financial Statements.
|
Item 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Results of Operations
The Company continues to operate as two different businesses: (1) The Traditional Business, being the business of newspaper publishing and related services that the Company had before 1999 when it purchased a software development company, and (2) Journal Technologies, Inc., which supplies case management software systems and related products to courts, prosecutor and public defender offices, probation departments and other justice agencies, including administrative law organizations, city and county governments and bar associations. These organizations use the Journal Technologies family of products to help manage cases and information electronically, to interface with other critical justice partners and to extend electronic services to the public, including e-filing and a website to pay traffic citations and fees online. These products are licensed or subscribed to in approximately 32 states and internationally.
Reportable Segments
The Company’s Traditional Business is one reportable segment and the other is Journal Technologies which includes Journal Technologies, Inc. and Journal Technologies (Canada) Inc. All inter-segment transactions were eliminated. Additional detail about each reportable segment and its income and expenses is set forth below:
Overall Financial Results
For the three months ended December 31
|
Reportable Segments |
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|
Traditional Business |
Journal Technologies |
Corporate |
Total |
|||||||||||||||||||||||||||||
|
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
|||||||||||||||||||||||||
|
Revenues |
||||||||||||||||||||||||||||||||
|
Advertising |
$ | 2,279 | $ | 2,087 | $ | — | $ | — | $ | — | $ | — | $ | 2,279 | $ | 2,087 | ||||||||||||||||
|
Circulation |
1,080 | 1,095 | — | — | — | — | 1,080 | 1,095 | ||||||||||||||||||||||||
|
Advertising service fees and other |
732 | 705 | — | — | — | — | 732 | 705 | ||||||||||||||||||||||||
|
Licensing and maintenance fees |
— | — | 7,525 | 6,557 | — | — | 7,525 | 6,557 | ||||||||||||||||||||||||
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Consulting fees |
— | — | 2,599 | 3,302 | — | — | 2,599 | 3,302 | ||||||||||||||||||||||||
|
Other public service fees |
— | — | 3,489 | 2,247 | — | — | 3,489 | 2,247 | ||||||||||||||||||||||||
|
Total operating revenues |
4,091 | 3,887 | 13,613 | 12,106 | — | — | 17,704 | 15,993 | ||||||||||||||||||||||||
|
Operating expenses |
||||||||||||||||||||||||||||||||
|
Salaries and employee benefits |
2,490 | 2,549 | 9,546 | 8,798 | — | — | 12,036 | 11,347 | ||||||||||||||||||||||||
| Stock-based compensation | 4 | — | 20 | — | — | — | 24 | — | ||||||||||||||||||||||||
|
Decrease to the long-term supplemental compensation accrual |
(185 | ) | (420 | ) | — | — | — | — | (185 | ) | (420 | ) | ||||||||||||||||||||
|
Others |
1,496 | 1,471 | 3,591 | 2,972 | — | — | 5,087 | 4,443 | ||||||||||||||||||||||||
|
Total operating expenses |
3,805 | 3,600 | 13,157 | 11,770 | — | — | 16,962 | 15,370 | ||||||||||||||||||||||||
|
Income from operations |
286 | 287 | 456 | 336 | — | — | 742 | 623 | ||||||||||||||||||||||||
|
Dividends and interest income |
— | — | — | — | 1,184 | 1,569 | 1,184 | 1,569 | ||||||||||||||||||||||||
|
Interest expense on note payable collateralized by real estate and other |
— | — | — | — | (9 | ) | (11 | ) | (9 | ) | (11 | ) | ||||||||||||||||||||
|
Interest expense on margin loans |
— | — | — | — | (385 | ) | (1,131 | ) | (385 | ) | (1,131 | ) | ||||||||||||||||||||
| Net unrealized loss on non-qualified compensation plan | — | — | — | — | (50 | ) | — | (50 | ) | — | ||||||||||||||||||||||
|
Net unrealized gains on marketable securities |
— | — | — | — | 13,413 | 14,690 | 13,413 | 14,690 | ||||||||||||||||||||||||
|
Pretax income |
286 | 287 | 456 | 336 | 14,153 | 15,117 | 14,895 | 15,740 | ||||||||||||||||||||||||
|
Income tax expenses |
(75 | ) | (55 | ) | (175 | ) | (250 | ) | (3,750 | ) | (2,820 | ) | (4,000 | ) | (3,125 | ) | ||||||||||||||||
|
Net income |
$ | 211 | $ | 232 | $ | 281 | $ | 86 | $ | 10,403 | $ | 12,297 | $ | 10,895 | $ | 12,615 | ||||||||||||||||
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Total assets |
$ | 13,851 | $ | 15,483 | $ | 25,784 | $ | 24,062 | $ | 372,936 | $ | 317,818 | $ | 412,571 | $ | 357,363 | ||||||||||||||||
|
Capital expenditures |
$ | — | $ | 5 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 5 | ||||||||||||||||
Consolidated Financial Comparison
Consolidated revenues were $17,704,000 and $15,993,000 for the three months ended December 31, 2024 and 2023, respectively. This increase of $1,711,000 (11%) was primarily from increases in (i) Journal Technologies’ license and maintenance fees of $968,000, and other public service fees of $1,242,000, partially offset by decreased consulting fees of $703,000, and (ii) the Traditional Business’ advertising revenues of $192,000 and advertising service fees and other of $27,000.
Approximately 77% of the Company’s revenues during the three months ended December 31, 2024 were derived from Journal Technologies. In addition, the Company’s revenues during the three months ended December 31, 2024, were primarily from the United States, with approximately $1,605,000 (9%) from foreign countries. Almost all of Journal Technologies’ revenues are from governmental agencies.
Consolidated operating expenses increased by $1,592,000 (10%) to $16,962,000 from $15,370,000. Total salaries and employee benefits increased by $689,000 (6%) to $12,036,000 from $11,347,000 primarily due to the annual salary adjustments and the hiring of additional staff members to strengthen operational efficiencies, conduct product development and address technical debt, and bolster teams working on the Company’s installation projects. Outside services increased by $143,000 (9%) to $1,810,000 from $1,667,000 mainly because of additional contractor services and increased third-party hosting fees which were billed to clients. Equipment and maintenance and software went up by $226,000 (60%) to $602,000 from $376,000 primarily because of purchases of additional equipment for new hires. Accounting and legal fees increased by $64,000 (25%) to $320,000 from $256,000 primarily resulting from increased legal fees. Other general and administrative expenses increased by $163,000 (20%) to $995,000 from $832,000 mainly because there were increased business travel expenses, the purchase of directors and officers insurance and additional accruals for the directors’ stipends.
The Company’s non-operating income, net of expenses, decreased by $964,000 (6%) to $14,153,000 from $15,117,000 in the prior fiscal year period primarily because of the recording of net unrealized gains on marketable securities of $13,413,000 as compared with $14,690,000 in the prior fiscal year period. There was also a decrease in dividends and interest income of $385,000 (25%) to $1,184,000 from $1,569,000.
During the three months ended December 31, 2024, the Company’s consolidated pretax income was $14,895,000, as compared to $15,740,000 in the prior fiscal year period. There was consolidated net income of $10,895,000 ($7.91 per share) for the three months ended December 31, 2024, as compared with $12,615,000 ($9.16 per share) in the prior fiscal year period.
At December 31, 2024, the aggregate fair market value of the Company’s marketable securities was $372,104,000. These securities had approximately $233,010,000 of net unrealized gains before taxes of $60,810,000. Most of the unrealized gains were in the common stocks of three U.S. financial institutions and one foreign manufacturer.
Taxes
For the three months ended December, 2024, the Company recorded an income tax provision of $4,000,000 on the pretax income of $14,895,000. The income tax provision consisted of tax provisions of $3,500,000 on the unrealized gains on marketable securities, $15,000 on income from foreign operations, $275,000 on income from US operations and dividend income, $10,000 for the dividends received deduction and other permanent book and tax differences, and $200,000 for the effect of a change in state apportionment on the beginning of the year’s deferred tax liability. Consequently, the overall effective tax rate for the three months ended December 31, 2024 was 26.9%, after including the taxes on the unrealized gains on marketable securities.
For the three months ended December 31, 2023, the Company recorded an income tax provision of $3,125,000 on the pretax income of $15,740,000. The income tax provision consisted of tax provisions of $3,765,000 on the unrealized gains on marketable securities, $30,000 on income from foreign operations, and $270,000 on income from US operations and dividend income, partially offset by a tax benefit of $120,000 for the dividends received deduction and other permanent book and tax differences, and a tax benefit of $820,000 for the effect of a change in state apportionment on the beginning of the year’s deferred tax liability. Consequently, the overall effective tax rate for the three months ended December 31, 2023 was 19.9%, after including the taxes on the unrealized gains on marketable securities.
The Company files consolidated federal income tax returns in the United States and with various state jurisdictions and is no longer subject to examinations for fiscal years before fiscal 2022 with regard to federal income taxes and fiscal 2021 for state income taxes.
The Traditional Business
The Traditional Business’ pretax income remained relatively unchanged. This decrease was primarily resulted from increased merchant discount fees, additional promotional expenses and postage, partially offset by increased revenues.
During the three months ended December 31, 2024, the Traditional Business had total operating revenues of $4,091,000, as compared with $3,887,000 in the prior fiscal year period. Advertising revenues increased by $192,000 (9%) to $2,279,000 from $2,087,000, primarily resulting from increased commercial advertising revenues of $63,000, legal notice advertising revenues of $60,000, and trustee sale notice advertising revenues of $76,000, partially offset by decreased government notice advertising revenues of $7,000.
Trustee sale notices are very much dependent on the number of California and Arizona foreclosures for which public notice advertising is required by law. The number of foreclosure notices published by the Company decreased slightly by 1% during the three months ended December 31, 2024 as compared to the prior fiscal year period. The Company’s smaller newspapers, those other than the Los Angeles and San Francisco Daily Journals (“The Daily Journals”), accounted for about 85% of the total public notice advertising revenues during the three-month period ended December 3l, 2024. Public notice advertising revenues and related advertising and other service fees, including trustee sales legal advertising revenues, constituted about 13% of the Company's total operating revenues for the three months ended December 31, 2024 and 14% for the three months ended December 31, 2023.
The Daily Journals accounted for about 94% of the Traditional Business’ total circulation revenues, which decreased by $15,000 (1%) to $1,080,000 from $1,095,000. The court rule and judicial profile services generated about 4% of the total circulation revenues, with the other newspapers and services accounting for the balance. Advertising service fees and other are Traditional Business segment revenues, which include primarily (i) agency commissions received from outside newspapers in which the advertising is placed, and (ii) fees generated when filing notices with government agencies.
The Traditional Business segment operating expenses, excluding the adjustments to the long-term supplemental compensation accrual, decreased by $30,000 (1%) to $3,990,000 from $4,020,000.
Journal Technologies
During the three months ended December 31, 2024, Journal Technologies’ business segment pretax income increased by $120,000 (36%) to $456,000 from $336,000 in the prior fiscal year period primarily resulted from increased operating revenues of $1,507,000, which were partially offset by increased operating expenses of $1,387,000.
Revenues increased by $1,507,000 (12%) to $13,613,000 from $12,106,000 in the prior fiscal year period. Licensing and maintenance fees increased by $968,000 (15%) to $7,525,000 from $6,557,000. Consulting fees decreased by $703,000 (21%) to $2,599,000 from $3,302,000 mainly due to fewer completed service obligations. Other public service fees increased by $1,242,000 (55%) to $3,489,000 from $2,247,000 primarily because of increased e-filing fee revenues.
Deferred consulting fees primarily represent advances from customers of Journal Technologies for installation services that are recognized upon the completion of service obligations. Deferred revenues on license and maintenance contracts represent prepayments of annual license and maintenance fees and are recognized ratably over the maintenance periods.
Operating expenses increased by $1,387,000 (12%) to $13,157,000 from $11,770,000 primarily because of (i) increased personnel costs because of annual salary adjustments, (ii) additional contractor services and the hiring of additional staff members to strengthen operational efficiencies, conduct product development and address technical debt, and bolster teams working on the Company’s installation projects, and (iii) increased third-party hosting fees which were billed to clients.
Journal Technologies continues to update and upgrade its software products, which includes work deemed necessary by management to strengthen and update aspects like user experience, documentation, and ease of ongoing customer upgrades (which the Company believes should correspondingly reduce costs for Journal Technologies over the longer term). These costs are expensed as incurred and will impact earnings at least through the foreseeable future.
Impact of the COVID-19 Pandemic
Although the World Health Organization has declared an end to the COVID-19 emergency, enduring changes in society and the ability to perform project work resulting from efforts to contain the COVID-19 pandemic may have continuing effects on the Company’s business and margins until projects from this era are completed and invoiced. For example, for Journal Technologies, although we were able to complete many existing projects remotely, we were delayed in finishing certain implementations and trainings because of our inability to work with clients in-person. Given that we are typically paid for implementation services upon “go-live” of a system, recognition of those revenues has been delayed and in some cases costs have increased. This can also create a risk of contract cancellations for in-progress projects.
Liquidity and Capital Resources
During the three months ended December 31, 2024, the Company’s cash and cash equivalents, restricted cash, and marketable security positions increased by $15,577,000 after the recording of net pretax unrealized gains on marketable securities of $13,413,000.
The investments in marketable securities, which had an adjusted cost basis of approximately $139,094,000 and a market value of about $372,104,000 at December 31, 2024, generated approximately $1,184,000 in dividends and interest income during the three months ended December 31, 2024. These securities had approximately $233,010,000 of net unrealized gains before estimated taxes of $60,810,000 which will become due only when we sell securities in which there is unrealized appreciation. The balance on the Company’s margin loan secured by the securities portfolio was $27,500,000 at both December 31, 2024 and September 30, 2024.
Cash flows from operating activities increased by $3,367,000 during the three months ended December 31, 2024, as compared to the prior fiscal year period, primarily due to (i) decreases in the Company’s accounts receivable of $649,000, (ii) increases in accounts payable of $1,062,000, accrued liabilities which included non-qualified deferred compensation, of $1,202,000, income tax payable of $1,069,000 and deferred income tax payable of $1,086,000. This was partially offset by decreases in deferred revenues of $1,416,000 and net income of $443,000, after excluding the decreases in unrealized gains on marketable securities of $1,277,000.
As of December 31, 2024, the Company had working capital of $370,616,000, including the liabilities for deferred subscriptions, deferred consulting fees and deferred maintenance agreements and others of $20,361,000.
The Company believes that it will be able to fund its operations for the foreseeable future through its cash flows from operations and its current working capital and expects that any such cash flows will be invested in its businesses. The Company may or may not have the ability to borrow additional amounts against its marketable securities and, among other possibilities, it may be required to consider selling additional securities to generate cash if needed to fund ongoing operations. The amount available for borrowing is based on the market value of the Company’s investment portfolio and fluctuates depending on the value of the underlying securities. In addition, the Company could be subject to margin calls should the balance of the investment decrease significantly.
Critical Accounting Policies and Estimates
The Company’s financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Management believes that revenue recognition, accounting for software costs, fair value measurement and disclosures, and income taxes are critical accounting policies and estimates.
The Company’s critical accounting policies are detailed in its Annual Report on Form 10-K for the year ended September 30, 2024. The above discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in this report.
Disclosure Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Certain statements contained in this document, including but not limited to those in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are “forward-looking” statements that involve risks and uncertainties that may cause actual future events or results to differ materially from those described in the forward-looking statements. Words such as “expects,” “intends,” “anticipates,” “should,” “believes,” “will,” “plans,” “estimates,” “may,” variations of such words and similar expressions are intended to identify such forward-looking statements. We disclaim any intention or obligation to revise any forward-looking statements whether as a result of new information, future developments, or otherwise. There are many factors that could cause actual results to differ materially from those contained in the forward-looking statements. These factors include, among others: risks associated with software development and implementation efforts, and disruptive new technologies like artificial intelligence; Journal Technologies’ reliance on professional services engagements with justice agencies; material changes in the costs of postage and paper; additional possible changes in the law, particularly changes limiting or eliminating the requirements for public notice advertising; possible loss of the adjudicated status of the Company’s newspapers and their legal authority to publish public notice advertising; a decline in subscriber revenues; possible security breaches of the Company’s software or websites; changes in accounting guidance; material weaknesses in the Company’s internal control over financial reporting; and declines in the market prices of the securities owned by the Company. In addition, such statements could be affected by general industry and market conditions, general economic conditions (particularly in California) and other factors. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed in this Form 10-Q, including in conjunction with the forward-looking statements themselves. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in documents filed by the Company with the Securities and Exchange Commission, including in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
Item 4. CONTROLS AND PROCEDURES
In light of the material weaknesses in the Company’s internal control over financial reporting discussed in the Company’s Form 10-K for the fiscal year ended September 30, 2024, management concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2024. There were no material changes in the Company’s internal control over financial reporting or in other factors reasonably likely to affect its internal control over financial reporting during the quarter ended December 31, 2024, although the Company has begun a process intended to remediate these material weaknesses in its internal control over financial reporting.
PART II
Item 6. Exhibits
| 31 | Certifications by Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32 | Certifications by Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | Inline XBRL Instance | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition | |
| 101.LAB | Inline XBRL Taxonomy Extension Labels | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| DAILY JOURNAL CORPORATION | |
| (Registrant) | |
| /s/ Steven Myhill-Jones | |
| Chief Executive Officer | |
| Chairman of the Board | |
| (Principal Executive Officer) | |
| /s/ Tu To | |
| Chief Financial Officer | |
| (Principal Financial Officer and | |
| Principal Accounting Officer) |
DATE: February 18, 2025