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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

 

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

 

For the quarterly period ended June 30, 2024

or

 

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

 

For the transition period from                                to                                          

 

Commission File Number 0-14665

 

DAILY JOURNAL CORPORATION

(Exact name of registrant as specified in its charter)

South Carolina 95-4133299
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
   
915 East First Street  
Los Angeles, California 90012-4050
(Address of principal executive offices) (Zip code)

(213) 229-5300

(Registrant's telephone number, including area code)

 

None

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

DJCO

The Nasdaq Stock Market

 

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: ☒ No: ☐    

 

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).

  Yes: ☒ No: ☐    

 

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:                        ☐    
  Non-accelerated Filer:         ☐ Smaller Reporting Company:         
    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:        No:   ☒

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date: 1,377,426 shares outstanding at July 31, 2024

 

1

  

 

DAILY JOURNAL CORPORATION

 

 

INDEX

 

 

Page Nos.

 

 

PART I   Financial Information

 
   
Item 1.  Financial Statements (Unaudited)  
   
Consolidated Balance Sheets ‑ June 30, 2024 and September 30, 2023

3

   
Consolidated Statements of Income and Comprehensive Income ‑ Three months ended June 30, 2024 and 2023

4

   
Consolidated Statements of Income and Comprehensive Income ‑ Nine months ended June 30, 2024 and 2023

5

   
Consolidated Statements of Shareholders’ Equity ‑ Nine months ended June 30, 2024 and 2023

6

   
Consolidated Statements of Cash Flows ‑ Nine months ended June 30, 2024 and 2023

7

   
Notes to Consolidated Financial Statements 8
   
Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations 16
   
Item 4.   Controls and Procedures 26
   

Part II   Other Information

 
   
Item 6.   Exhibits 27

 

2

 

 

PART I

Item 1. FINANCIAL STATEMENTS

 

DAILY JOURNAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

   

June 30

   

September 30

 
   

2024

   

2023

 

ASSETS

               

Current assets

               

Cash and cash equivalents

  $ 9,991,000     $ 20,844,000  

Restricted cash

    2,168,000       2,100,000  

Non-qualified deferred compensation plan - trust account asset value

    716,000       194,000  

Marketable securities at fair value -- common stocks

    325,021,000       303,128,000  

Accounts receivable, less allowance for doubtful accounts of $250,000 at June 30, 2024 and September 30, 2023

    22,090,000       18,687,000  

Inventories

    35,000       72,000  

Prepaid expenses and other current assets

    518,000       380,000  

Total current assets

    360,539,000       345,405,000  
                 

Property, plant and equipment, at cost

               

Land, buildings and improvements

    16,418,000       16,400,000  

Furniture, office equipment and computer software

    1,685,000       1,703,000  

Machinery and equipment

    1,521,000       1,521,000  
      19,624,000       19,624,000  

Less accumulated depreciation

    (10,453,000 )     (10,264,000 )
      9,171,000       9,360,000  

Operating lease right-of-use assets

    151,000       95,000  
Total assets   $ 369,861,000     $ 354,860,000  
                 

LIABILITIES AND SHAREHOLDERS' EQUITY

               

Current liabilities

               

Accounts payable

  $ 6,776,000     $ 6,643,000  

Accrued liabilities

    7,691,000       8,789,000  

Income tax payable

    1,916,000       1,069,000  

Note payable collateralized by real estate

    162,000       158,000  

Deferred subscriptions

    2,771,000       2,678,000  

Deferred consulting fees

    4,102,000       5,828,000  

Deferred maintenance agreements and others

    18,593,000       17,033,000  

Total current liabilities

    42,011,000       42,198,000  
                 

Long term liabilities

               

Investment margin account borrowings

    27,500,000       75,000,000  

Note payable collateralized by real estate

    997,000       1,120,000  

Deferred maintenance agreements

    526,000       1,000,000  

Accrued liabilities

    2,879,000       4,274,000  

Accrued non-qualified deferred compensation

    652,000       200,000  

Deferred income taxes

    43,442,000       30,599,000  

Total long-term liabilities

    75,996,000       112,193,000  
                 

Commitments and contingencies (Notes 10 and 11)

           
                 

Shareholders' equity

               

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

    ---       ---  

Common stock, $.01 par value, 5,000,000 shares authorized; 1,805,053 shares issued, including 428,027 treasury shares, at June 30, 2024 and September 30, 2023

    14,000       14,000  

Additional paid-in capital

    1,755,000       1,755,000  

Retained earnings

    250,085,000       198,700,000  

Total shareholders' equity

    251,854,000       200,469,000  
Total liabilities and shareholders' equity   $ 369,861,000     $ 354,860,000  

 

See accompanying Notes to Consolidated Financial Statements.

 

3

 

 

 

DAILY JOURNAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

 

   

Three months

ended June 30

 
   

2024

   

2023

 
                 

Revenues

               

Advertising

  $ 2,536,000     $ 2,304,000  

Circulation

    1,089,000       1,100,000  

Advertising service fees and other

    802,000       726,000  

Licensing and maintenance fees

    7,161,000       7,060,000  

Consulting fees

    3,438,000       4,393,000  

Other public service fees

    2,468,000       2,121,000  
Total revenues     17,494,000       17,704,000  
                 

Costs and expenses

               

Salaries and employee benefits

    12,069,000       10,817,000  

Decrease to the long-term supplemental compensation accrual

    (580,000 )     (95,000 )

Agency commissions

    315,000       261,000  

Outside services

    1,726,000       1,905,000  

Postage and delivery expenses

    189,000       171,000  

Newsprint and printing expenses

    150,000       218,000  

Depreciation and amortization

    67,000       68,000  

Equipment maintenance and software

    418,000       467,000  

Credit card merchant discount fees

    558,000       505,000  

Rent expenses

    71,000       70,000  

Accounting and legal fees

    328,000       261,000  

Other general and administrative expenses

    1,093,000       743,000  
Total costs and expenses     16,404,000       15,391,000  

Income from operations

    1,090,000       2,313,000  

Other income (expense)

               

Dividends and interest income

    2,999,000       1,987,000  

Net unrealized gains (losses) on marketable securities

    28,018,000       (2,735,000 )

Net unrealized gains on non-qualified compensation plan

    173,000       ---  

Interest expense on margin loans and others

    (435,000 )     (1,172,000 )

Interest expense on note payable collateralized by real estate

    (10,000 )     (11,000 )

Income before income taxes

    31,835,000       382,000  

Income tax provisions

    (8,480,000 )     295,000  

Net income

  $ 23,355,000     $ 677,000  
                 

Weighted average number of common shares outstanding - basic and diluted

    1,377,026       1,377,026  

Basic and diluted net income per share

  $ 16.96     $ 0.49  
                 

Comprehensive income

  $ 23,355,000     $ 677,000  

 

See accompanying Notes to Consolidated Financial Statements.

 

4

 

DAILY JOURNAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

 

   

Nine months

ended June 30

 
   

2024

   

2023

 
                 

Revenues

               

Advertising

  $ 6,939,000     $ 6,498,000  

Circulation

    3,283,000       3,306,000  

Advertising service fees and other

    2,204,000       2,203,000  

Licensing and maintenance fees

    20,572,000       17,134,000  

Consulting fees

    9,939,000       11,148,000  

Other public service fees

    7,121,000       5,870,000  
Total revenues     50,058,000       46,159,000  
                 

Costs and expenses

               

Salaries and employee benefits

    35,427,000       30,453,000  

Decrease to the long-term supplemental compensation accrual

    (1,410,000 )     (815,000 )

Agency commissions

    857,000       705,000  

Outside services

    4,976,000       4,885,000  

Postage and delivery expenses

    548,000       505,000  

Newsprint and printing expenses

    515,000       610,000  

Depreciation and amortization

    200,000       213,000  

Equipment maintenance and software

    1,130,000       1,124,000  

Credit card merchant discount fees

    1,668,000       1,385,000  

Rent expenses

    212,000       213,000  

Accounting and legal fees

    739,000       756,000  

Other general and administrative expenses

    2,850,000       2,903,000  
Total costs and expenses     47,712,000       42,937,000  

Income from operations

    2,346,000       3,222,000  

Other income (expense)

               

Dividends and interest income

    5,857,000       7,119,000  

Realized gains on sales of marketable securities

    14,261,000       422,000  

Net unrealized gains on marketable securities

    48,211,000       29,934,000  

Net unrealized gains on non-qualified compensation plan

    173,000       ---  

Interest expense on margin loans and others

    (2,622,000 )     (3,085,000 )

Interest expense on note payable collateralized by real estate

    (31,000 )     (35,000 )

Income before income taxes

    68,195,000       37,577,000  

Income tax provisions

    (16,810,000 )     (9,640,000 )

Net income

  $ 51,385,000     $ 27,937,000  
                 

Weighted average number of common shares outstanding - basic and diluted

    1,377,026       1,377,026  

Basic and diluted net income per share

  $ 37.32     $ 20.29  
                 

Comprehensive income

  $ 51,385,000     $ 27,937,000  

 

See accompanying Notes to Consolidated Financial Statements.

 

5

 

 

DAILY JOURNAL CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

 

                                   

Additional

           

Total

 
   

Common Stock

   

Treasury Stock

   

Paid-in

   

Retained

   

Shareholders'

 
   

Share

   

Amount

   

Share

   

Amount

   

Capital

   

Earnings

   

Equity

 
                                                         

Balance at September 30, 2022

    1,805,053     $ 18,000       (428,027 )   $ (4,000 )   $ 1,755,000     $ 177,248,000     $ 179,017,000  

Net income

    ---       ---       ---       ---       ---       17,827,000       17,827,000  

Balance at December 31, 2022

    1,805,053       18,000       (428,027 )     (4,000 )     1,755,000       195,075,000       196,844,000  

Net income

    ---       ---       ---       ---       ---       9,433,000       9,433,000  

Balance at March 31, 2023

    1,805,053       18,000       (428,027 )     (4,000 )     1,755,000       204,508,000       206,277,000  

Net income

    ---       ---       ---       ---       ---       677,000       677,000  

Balance at June 30, 2023

    1,805,053     $ 18,000       (428,027 )   $ (4,000 )   $ 1,755,000     $ 205,185,000     $ 206,954,000  
                                                         

Balance at September 30, 2023

    1,805,053     $ 18,000       (428,027 )   $ (4,000 )   $ 1,755,000     $ 198,700,000     $ 200,469,000  

Net income

    ---       ---       ---       ---       ---       12,615,000       12,615,000  

Balance at December 31, 2023

    1,805,053       18,000       (428,027 )     (4,000 )     1,755,000       211,315,000       213,084,000  

Net income

    ---       ---       ---       ---       ---       15,415,000       15,415,000  

Balance at March 31, 2024

    1,805,053       18,000       (428,027 )     (4,000 )     1,755,000       226,730,000       228,499,000  

Net income

    ---       ---       ---       ---       ---       23,355,000       23,355,000  

Balance at June 30, 2024

    1,805,053     $ 18,000       (428,027 )   $ (4,000 )   $ 1,755,000     $ 250,085,000     $ 251,854,000  

 

See accompanying Notes to Consolidated Financial Statements.

 

6

 

 

 

DAILY JOURNAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   

Nine months

ended June 30

 
   

2024

   

2023

 

Cash flows from operating activities

               

Net income

  $ 51,385,000     $ 27,937,000  

Adjustments to reconcile net income to net cash (used in) provided from operations

               

Depreciation and amortization

    200,000       213,000  

Net unrealized gains on marketable securities

    (48,211,000 )     (29,934,000 )

Realized gains on sales of marketable securities

    (14,261,000 )     (422,000 )

Stock dividends

    ---       (2,978,000 )

Deferred income taxes

    12,843,000       8,729,000  
Changes in operating assets and liabilities                

(Increase) decrease in current assets

               

Accounts receivable, net

    (3,403,000 )     (274,000 )

Inventories

    37,000       (1,000 )

Prepaid expenses and other assets

    (194,000 )     (40,000 )

Income tax receivable

    ---       882,000  

Increase (decrease) in liabilities

               

Accounts payable

    133,000       1,052,000  

Accrued liabilities, including non-qualified deferred compensation

    (2,041,000 )     (2,383,000 )

Income tax payable

    847,000       ---  

Deferred subscriptions

    93,000       107,000  

Deferred consulting fees

    (1,726,000 )     1,691,000  

Deferred maintenance agreements and others

    1,086,000       3,845,000  

Net cash (used in) provided from operating activities

    (3,212,000 )     8,424,000  
                 

Cash flows from investing activities

               

Proceeds from sales of marketable securities

    40,579,000       2,826,000  

Purchases of marketable securities

    ---       (10,001,000 )

Purchases of property, plant and equipment

    (11,000 )     (86,000 )

Net cash provided from (used in) investing activities

    40,568,000       (7,261,000 )
                 

Cash flows from financing activities

               

Proceeds from margin loan borrowing

    ---       6,011,000  

Payment to margin loan borrowing

    (47,500,000 )     (11,000 )

Payment of real estate loan principal

    (119,000 )     (114,000 )

Net cash (used in) provided from financing activities

    (47,619,000 )     5,886,000  
                 

(Decrease) increase in cash and restricted cash and cash equivalents

    (10,263,000 )     7,049,000  
                 

Cash and restricted cash and cash equivalents, and non-qualified deferred compensation plan-trust account asset value

               

Beginning of period

    23,138,000       15,468,000  

End of period

  $ 12,875,000     $ 22,517,000  

Interest paid during period

  $ 2,733,000     $ 3,053,000  

Net income taxes paid

  $ 3,206,000     $ 88,000  

 

See accompanying Notes to Consolidated Financial Statements.

 

7

 

 

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 the Company, 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 30 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 new wholly-owned subsidiary, Journal Technologies (Canada) Inc., in August 2022.

 

 

Note 2 - Basis of Presentation

 

In the opinion of the Company, the accompanying interim unaudited consolidated financial statements present fairly the financial position of the Company as of June 30, 2024 and September 30, 2023, the results of operations and consolidated statements of shareholders' equity for the three- and nine-month periods ended June 30, 2024 and 2023, and cash flows for the nine-month periods ended June 30, 2024 and 2023. The results of operations for the nine months ended June 30, 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. 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, 2023.

 

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

 

8

 

  

 

Note 3 - Accounting Standards Adopted in Fiscal 2024

 

On October 1, 2023, the Company adopted Current Expected Credit Losses under Accounting Standards Update 2016-13, a credit loss accounting standard (model) issued by the Financial Accounting Stands Board, requiring financial assets measured at amortized cost to be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard eliminates the threshold for initial recognition in current U.S. GAAP and reflects an entity’s current estimate of all expected credit losses. The measurement of expected credit losses is based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets. The adoption of this guidance has no material effect on the Company’s consolidated financial statements.

 

 

Note 4 – Right-of-Use (ROU) Asset and Liabilities

 

At June 30, 2024, the Company had a ROU asset and lease liability of approximately $151,000 for its operating office and equipment leases, including approximately $92,000 beyond one year.  Operating office and equipment leases are included in operating lease ROU assets, current accrued liabilities and long-term accrued liabilities in the Company’s accompanying consolidated balance sheets. 

 

 

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 revenues are recognized when advertisements are published.

 

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 current subscription-type contract revenues 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. Revenues for consulting are recognized at point of delivery (go-live) upon completion of services. These contracts include assurance 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 on a gross basis. For legacy contracts with perpetual license arrangements, licenses and consulting services are recognized at point of delivery (go-live), and maintenance revenues are recognized ratably after the go-live. 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 or pay traffic citations and other fees.

 

The adoption of 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. Furthermore, there are no fulfillment costs to be capitalized for the software contracts because these costs do not generate or enhance resources that will be used in satisfying future performance obligations.

 

9

  

 

Note 6 - Treasury stock and net income per common share

 

In June 2022, the Company received from the late Charles T. Munger 3,720 shares of Daily Journal common stock as his gracious personal gift (worth approximately $1 million on the date of the gift) for the purpose of establishing a new senior management equity incentive plan, which has been approved by the Board of Directors and shareholders. (On July 24, 2024, the Board granted 400 shares and 400 restricted stock units to the Company’s Chief Executive Officer, Steven Myhill-Jones.) These donated shares were considered treasury stock, and the Company accounted for them using the par method which resulted in an immaterial effected amount on Treasury Stock and Additional Paid-in Capital. In addition, the number of outstanding shares of the Company was reduced by these 3,720 shares to reflect the actual number of outstanding shares of 1,377,026 at June 30, 2024. The net income per common share is based on the weighted average number of shares outstanding during each year. The shares used in the calculation were 1,377,026 for both the three- and nine-month periods ended June 30, 2024 and 2023.

 

 

Note 7 - Basic and Diluted Net Income Per Share

 

The Company did not have any common stock equivalents as of June 30, 2024 or 2023, and therefore basic and diluted net income per share are 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 “available-for-sale” 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 June 30, 2024 and September 30, 2023, there were net accumulated pretax unrealized gains of $185,927,000 and $137,716,000, respectively, recorded in the accompanying consolidated balance sheets. Most of the accumulated pretax unrealized gains were in the common stocks of three U.S. financial institutions and one foreign manufacturer.

 

During the nine months ended June 30, 2024, the Company recorded and included in its net income the net unrealized gains on marketable securities of $48,211,000, as compared with $29,934,000, in the prior year period.

 

In March 2024, the Company sold part of its marketable securities for approximately $40,579,000, realizing net gains of $14,261,000. The Company used these proceeds and excess cash from operations to pay down the margin loan balance to $27,500,000 from $75,000,000 at September 30, 2023, aggregating a paydown of approximately $47,500,000 during the nine months ended June 30, 2024.

 

In December 2022, the Company sold part of its marketable securities for approximately $2,826,000, realizing net gains of $422,000, and borrowed an additional $6,011,000 from the margin loan account to purchase additional marketable securities with a total cost of approximately $10,001,000. The Company repaid $11,000 subsequently in fiscal 2023. In addition, the Company received stock dividends in March 2023 worth approximately $2,978,000 from one of the companies in which it holds marketable securities.

 

10

 

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 15 years. The Board has been evaluating ways to ensure the prudent and effective management of these assets in the context of the current market and the needs of the businesses, and the recent sales of a portion of the portfolio and the concurrent paydown of the Company’s margin loan, each as described above, are reflective of that evaluation.

 

Investments in marketable securities as of June 30, 2024 and September 30, 2023 are summarized below.

 

Investment in Financial Instruments

 

   

June 30, 2024

   

September 30, 2023

 
   

Aggregate

fair value

   

Amortized/

Adjusted

cost basis

   

Pretax

unrealized

gains

   

Aggregate

fair value

   

Amortized/

Adjusted

cost basis

   

Pretax

unrealized

gains

 

Marketable securities

                                               

Common stocks

  $ 325,021,000     $ 139,094,000     $ 185,927,000     $ 303,128,000     $ 165,412,000     $ 137,716,000  

 

 

Note 9 - Income Taxes

 

For the nine months ended June 30, 2024, the Company recorded an income tax provision of $16,810,000 on the pretax income of $68,195,000. The income tax provision consisted of tax provisions of $3,690,000 on the realized gains on marketable securities, $12,480,000 on the unrealized gains on marketable securities, $50,000 on income from foreign operations, and $1,440,000 on income from US operations and dividend income, partially offset by a tax benefit of $330,000 for the dividends received deduction and other permanent book and tax differences, and a tax benefit of $520,000 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 nine months ended June 30, 2024 was 24.65%, after including the taxes on the realized and unrealized gains on marketable securities.

 

For the nine months ended June 30, 2023, the Company recorded an income tax provision of $9,640,000 on the pretax income of $37,577,000. The income tax provision consisted of a tax provision of $110,000 on the realized gains on marketable securities, $7,950,000 on the unrealized gains on marketable securities, and a tax provision of $1,890,000 on income from operations and dividend income, partially offset by a tax benefit of $250,000 for the dividends received deduction and other permanent book and tax differences, and a tax benefit of $60,000 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 nine months ended June 30, 2023 was 25.7%, after including the taxes on the realized and 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 2021 with regard to federal income taxes and fiscal 2020 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 $29.5 million for two acquisitions, in each case pledging its marketable securities as collateral. At June 30, 2024, the margin loan balance was approximately $27.5 million. The interest rate for these investment margin account borrowings fluctuates based on the Federal Funds Rate plus 50 basis points with interest only payable monthly. The interest rate as of June 30, 2024 was 6%. These investment margin account borrowings do not mature.

 

11

 

In November 2015, the Company purchased a 30,700 square foot office building constructed in 1998 on about 3.6 acres in Logan, Utah that had been previously leased for Journal Technologies. The Company paid $1.24 million and financed the balance with a real estate bank loan of $2.26 million which had a fixed interest rate of 4.66%. This loan is secured by the Logan facility and can be paid off at any time without prepayment penalty. In October 2020, the Company executed an amendment to lower the interest rate of this loan to a fixed rate of 3.33% for the remaining 10 years. This real estate loan had a balance of approximately $1.16 million as of June 30, 2024. Each monthly installment payment is approximately $16,700. In April 2022, the Company sold approximately 17,564 square feet of the land along the front of its Logan building to the City of Logan for approximately $381,000 in connection with the City of Logan’s street widening project. In October 2022, the Company again amended this real estate loan contract as the bank transferred its index to the Secured Overnight Financing Rate from London Interbank Offered Rate which was ceased by the Federal Reserve and the Alternative Reference Rates Committee in the United States. The term of the loan, including the interest rate and the balance, remains unchanged.

 

The Company also owns its facilities in Los Angeles and leases space for its other offices under operating leases which expire at various dates through June 2026.

 

Effective January 1, 2023, the Company began sponsoring a 401(k) retirement plan and a 409(A) non-qualified deferred compensation plan for its employees. As of June 30, 2024, there were deferred compensation liabilities of approximately $652,000, which were held under a 409(A) plan trust account secured by a company-owned life insurance policy.

 

 

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.

 

12

 

  

 

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. Additional detail about each of the reportable segments and its income and expenses is set forth below:

 

Overall Financial Results (000)

For the nine months ended June 30

 

   

Reportable Segments

                                 
   

Traditional

Business

   

Journal

Technologies

   

Corporate

income and expenses

   

Total

 
                                                                 
   

2024

   

2023

   

2024

   

2023

   

2024

   

2023

   

2024

   

2023

 

Revenues

                                                               

Advertising

  $ 6,939     $ 6,498     $ ---     $ ---     $ ---     $ ---     $ 6,939     $ 6,498  

Circulation

    3,283       3,306       ---       ---       ---       ---       3,283       3,306  

Advertising service fees and other

    2,204       2,203       ---       ---       ---       ---       2,204       2,203  

Licensing and maintenance fees

    ---       ---       20,572       17,134       ---       ---       20,572       17,134  

Consulting fees

    ---       ---       9,939       11,148       ---       ---       9,939       11,148  

Other public service fees

    ---       ---       7,121       5,870       ---       ---       7,121       5,870  

Total revenues

    12,426       12,007       37,632       34,152       ---       ---       50,058       46,159  

Operating expenses

                                                               

Salaries and employee benefits

    7,829       6,799       27,598       23,654       ---       ---       35,427       30,453  

Decrease to the long-term Supplemental Compensation accrual

    (1,380 )     (795 )     (30 )     (20 )     ---       ---       (1,410 )     (815 )

Others

    4,376       3,691       9,319       9,608       ---       ---       13,695       13,299  

Total operating expenses

    10,825       9,695       36,887       33,242       ---       ---       47,712       42,937  

Income from operations

    1,601       2,312       745       910       ---       ---       2,346       3,222  

Dividends and interest income

    ---       ---       ---       ---       5,857       7,119       5,857       7,119  

Gains on sales of marketable securities, net

    ---       ---       ---       ---       14,261       422       14,261       422  

Net unrealized gains on marketable securities

    ---       ---       ---       ---       48,211       29,934       48,211       29,934  

Net unrealized gains on non-qualified compensation plan

    ---       ---       ---       ---       173       ---       173       ---  

Interest expenses on margin loans and others

    ---       ---       ---       ---       (2,622 )     (3,085 )     (2,622 )     (3,085 )

Interest expenses on note payable collateralized by real estate

    ---       ---       ---       ---       (31 )     (35 )     (31 )     (35 )

Pretax income

    1,601       2,312       745       910       65,849       34,355       68,195       37,577  

Income tax expense

    (390 )     (595 )     (380 )     (175 )     (16,040 )     (8,870 )     (16,810 )     (9,640 )

Net income

  $ 1,211     $ 1,717     $ 365     $ 735     $ 49,809     $ 25,485     $ 51,385     $ 27,937  

Total assets

  $ 12,893     $ 15,794     $ 31,231     $ 34,143     $ 325,737     $ 316,038     $ 369,861     $ 365,975  

Capital expenditures

  $ 23     $ 70     $ ---     $ 16     $ ---     $ ---     $ 23     $ 86  

 

13

 

 

Overall Financial Results (000)

For the three months ended June 30

 

   

Reportable Segments

                                 
   

Traditional

Business

   

Journal

Technologies

   

Corporate

income and expenses

   

Total

 
                                                                 
   

2024

   

2023

   

2024

   

2023

   

2024

   

2023

   

2024

   

2023

 

Revenues

                                                               

Advertising

  $ 2,536     $ 2,304     $ ---     $ ---     $ ---     $ ---     $ 2,536     $ 2,304  

Circulation

    1,089       1,100       ---       ---       ---       ---       1,089       1,100  

Advertising service fees and other

    802       726       ---       ---       ---       ---       802       726  

Licensing and maintenance fees

    ---       ---       7,161       7,060       ---       ---       7,161       7,060  

Consulting fees

    ---       ---       3,438       4,393       ---       ---       3,438       4,393  

Other public service fees

    ---       ---       2,468       2,121       ---       ---       2,468       2,121  

Total revenues

    4,427       4,130       13,067       13,574       ---       ---       17,494       17,704  

Operating expenses

                                                               

Salaries and employee benefits

    2,656       2,300       9,413       8,517       ---       ---       12,069       10,817  

Decrease to the long-term Supplemental Compensation accrual

    (580 )     (95 )     ---       ---       ---       ---       (580 )     (95 )

Others

    1,611       1,256       3,304       3,413       ---       ---       4,915       4,669  

Total operating expenses

    3,687       3,461       12,717       11,930       ---       ---       16,404       15,391  

Income from operations

    740       669       350       1,644       ---       ---       1,090       2,313  

Dividends and interest income

    ---       ---       ---       ---       2,999       1,987       2,999       1,987  

Net unrealized gains (losses) on marketable securities

    ---       ---       ---       ---       28,018       (2,735 )     28,018       (2,735 )

Net unrealized gains on non-qualified compensation plan

    ---       ---       ---       ---       173       ---       173       ---  

Interest expenses on margin loans and others

    ---       ---       ---       ---       (435 )     (1,172 )     (435 )     (1,172 )

Interest expenses on note payable collateralized by real estate

    ---       ---       ---       ---       (10 )     (11 )     (10 )     (11 )

Pretax income (loss)

    740       669       350       1,644       30,745       (1,931 )     31,835       382  

Income tax (expense) benefit

    (190 )     (160 )     (290 )     (310 )     (8,000 )     765       (8,480 )     295  

Net income (loss)

  $ 550     $ 509     $ 60     $ 1,334     $ 22,745     $ (1,166 )   $ 23,355     $ 677  

Total assets

  $ 12,893     $ 15,794     $ 31,231     $ 34,143     $ 325,737     $ 316,038     $ 369,861     $ 365,975  

Capital expenditures

  $ ---     $ ---     $ ---     $ 12     $ ---     $ ---     $ ----     $ 12  

 

During the nine months ended June 30, 2024, the Traditional Business had total operating revenues of $12,426,000 with $9,143,000 recognized after services were provided and $3,283,000 recognized ratably over the subscription terms, as compared with total operating revenues of $12,007,000 with $8,701,000 recognized after services were provided and $3,306,000 recognized ratably over the subscription terms in the prior fiscal year period. Total operating revenues for the Company’s software business were $37,632,000 with $17,329,000 recognized upon completion of services and $20,303,000 recognized ratably over the subscription periods, as compared with total operating revenues of $34,152,000 with $16,835,000 recognized upon completion of services and $17,317,000 recognized ratably over the subscription periods in the prior fiscal year period.

 

During the three months ended June 30, 2024, the Traditional Business had total operating revenues of $4,427,000 with $3,338,000 recognized after services were provided and $1,089,000 recognized ratably over the subscription terms, as compared with total operating revenues of $4,130,000 with $3,030,000 recognized after services were provided and $1,100,000 recognized ratably over the subscription terms in the prior fiscal year period. Total operating revenues for the Company’s software business were $13,067,000 with $5,945,000 recognized upon completion of services and $7,122,000 recognized ratably over the subscription periods, as compared with total operating revenues of $13,574,000 with $6,148,000 recognized upon completion of services and $7,426,000 recognized ratably over the subscription periods in the prior fiscal year period.

 

Approximately 75% of the Company’s revenues during the nine-month period ended June 30, 2024 were derived from Journal Technologies, as compared with 74% in the prior year period. In addition, the Company’s revenues have been primarily from the United States with approximately 10% from foreign countries during the nine months ended June 30, 2024. Journal Technologies’ revenues are primarily from governmental agencies.

 

 

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, except for the event mentioned below.

 

In July 2024, the Board approved the conversion of the consulting arrangement the Company had with Mr. Steven Myhill-Jones, the Company’s chairman and chief executive officer, to an employment relationship directly with Mr. Myhill-Jones. In addition, the Company’s Compensation Committee granted Mr. Myhill-Jones, 400 fully vested shares of the Company’s common stock and 400 restricted stock units, both under the Company’s 2024 Equity Incentive Plan.

 

14

 

  

 

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 30 states and internationally.

 

15

 

 

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 (000)

For the nine months ended June 30

 

   

Reportable Segments

                                 
   

Traditional

Business

   

Journal

Technologies

   

Corporate

income and expenses

   

Total

 
                                                                 
   

2024

   

2023

   

2024

   

2023

   

2024

   

2023

   

2024

   

2023

 

Revenues

                                                               

Advertising

  $ 6,939     $ 6,498     $ ---     $ ---     $ ---     $ ---     $ 6,939     $ 6,498  

Circulation

    3,283       3,306       ---       ---       ---       ---       3,283       3,306  

Advertising service fees and other

    2,204       2,203       ---       ---       ---       ---       2,204       2,203  

Licensing and maintenance fees

    ---       ---       20,572       17,134       ---       ---       20,572       17,134  

Consulting fees

    ---       ---       9,939       11,148       ---       ---       9,939       11,148  

Other public service fees

    ---       ---       7,121       5,870       ---       ---       7,121       5,870  

Total revenues

    12,426       12,007       37,632       34,152       ---       ---       50,058       46,159  

Operating expenses

                                                               

Salaries and employee benefits

    7,829       6,799       27,598       23,654       ---       ---       35,427       30,453  

Decrease to the long-term Supplemental Compensation accrual

    (1,380 )     (795 )     (30 )     (20 )     ---       ---       (1,410 )     (815 )

Others

    4,376       3,691       9,319       9,608       ---       ---       13,695       13,299  

Total operating expenses

    10,825       9,695       36,887       33,242       ---       ---       47,712       42,937  

Income from operations

    1,601       2,312       745       910       ---       ---       2,346       3,222  

Dividends and interest income

    ---       ---       ---       ---       5,857       7,119       5,857       7,119  

Gains on sales of marketable securities, net

    ---       ---       ---       ---       14,261       422       14,261       422  

Net unrealized gains on marketable securities

    ---       ---       ---       ---       48,211       29,934       48,211       29,934  

Net unrealized gains on non-qualified compensation plan

    ---       ---       ---       ---       173       ---       173       ---  

Interest expenses on margin loans and others

    ---       ---       ---       ---       (2,622 )     (3,085 )     (2,622 )     (3,085 )

Interest expenses on note payable collateralized by real estate

    ---       ---       ---       ---       (31 )     (35 )     (31 )     (35 )

Pretax income

    1,601       2,312       745       910       65,849       34,355       68,195       37,577  

Income tax expense

    (390 )     (595 )     (380 )     (175 )     (16,040 )     (8,870 )     (16,810 )     (9,640 )

Net income

  $ 1,211     $ 1,717     $ 365     $ 735     $ 49,809     $ 25,485     $ 51,385     $ 27,937  

Total assets

  $ 12,893     $ 15,794     $ 31,231     $ 34,143     $ 325,737     $ 316,038     $ 369,861     $ 365,975  

Capital expenditures

  $ 23     $ 70     $ ---     $ 16     $ ---     $ ---     $ 23     $ 86  

 

16

 

 

Comparable nine-month periods ended June 30, 2024 and 2023

 

Consolidated Financial Comparison

 

Consolidated revenues were $50,058,000 and $46,159,000 for the nine months ended June 30, 2024 and 2023, respectively. This increase of $3,899,000 (8%) was primarily from increases in (i) Journal Technologies’ license and maintenance fees of $3,438,000, and other public service fees of $1,251,000, partially offset by decreased consulting fees of $1,209,000, and (ii) the Traditional Business’ advertising revenues of $441,000.

 

Approximately 75% of the Company’s revenues during the nine months ended June 30, 2024 were derived from Journal Technologies, as compared with 74% in the prior fiscal year period. In addition, the Company’s revenues during the quarter were primarily from the United States, with approximately $5,219,000 (10%) from foreign countries. Almost all of Journal Technologies’ revenues are from governmental agencies.

 

Consolidated operating expenses increased by $4,775,000 (11%) to $47,712,000 from $42,937,000. Total salaries and employee benefits increased by $4,974,000 (16%) to $35,427,000 from $30,453,000 primarily due to 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 $91,000 (2%) to $4,976,000 from $4,885,000 mainly because of additional contractor services and increased third-party hosting fees which were billed to clients. Accounting and legal fees decreased by $17,000 (2%) to $739,000 from $756,000 primarily resulting from decreased legal fees. Other general and administrative expenses decreased by $53,000 (2%) to $2,850,000 from $2,903,000 mainly because there were decreased business travel expenses as compared to the prior fiscal year period, partially offset by purchase of directors and officers insurance and additional accruals for the directors’ stipends.

 

The Company’s non-operating income, net of expenses, increased by $31,494,000 (92%) to $65,849,000 from $34,355,000 in the prior fiscal year period primarily because of (i) the recording of realized net gains on sales of marketable securities of $14,261,000 as compared with $422,000 in the prior fiscal year period, and (ii) the recording of net unrealized gains on marketable securities of $48,211,000 as compared with $29,934,000 in the prior fiscal year period. These increases were partially offset by a decrease in dividends and interest income of $1,262,000 (18%) to $5,857,000 from $7,119,000.

 

During the nine months ended June 30, 2024, the Company’s consolidated pretax income was $68,195,000, as compared to $37,577,000 in the prior fiscal year period. There was consolidated net income of $51,385,000 ($37.32 per share) for the nine months ended June 30, 2024, as compared with $27,937,000 ($20.29 per share) in the prior fiscal year period.

 

At June 30, 2024, the aggregate fair market value of the Company’s marketable securities was $325,021,000. These securities had approximately $185,927,000 of net unrealized gains before taxes of $48,135,000. Most of the unrealized gains were in the common stocks of three U.S. financial institutions and one foreign manufacturer.

 

17

 

 

Taxes

 

For the nine months ended June 30, 2024, the Company recorded an income tax provision of $16,810,000 on the pretax income of $68,195,000. The income tax provision consisted of tax provisions of $3,690,000 on the realized gains on marketable securities, $12,480,000 on the unrealized gains on marketable securities, $50,000 on income from foreign operations, and $1,440,000 on income from US operations and dividend income, partially offset by a tax benefit of $330,000 for the dividends received deduction and other permanent book and tax differences, and a tax benefit of $520,000 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 nine months ended June 30, 2024 was 24.65%, after including the taxes on the realized and unrealized gains on marketable securities.

 

For the nine months ended June 30, 2023, the Company recorded an income tax provision of $9,640,000 on the pretax income of $37,577,000. The income tax provision consisted of a tax provision of $110,000 on the realized gains on marketable securities, $7,950,000 on the unrealized gains on marketable securities, and a tax provision of $1,890,000 on income from operations and dividend income, partially offset by a tax benefit of $250,000 for the dividends received deduction and other permanent book and tax differences, and a tax benefit of $60,000 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 nine months ended June 30, 2023 was 25.7%, after including the taxes on the realized and 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 2021 with regard to federal income taxes and fiscal 2020 for state income taxes. 

 

The Traditional Business

 

The Traditional Business’ pretax income decreased by $711,000 (31%) to $1,601,000 from $2,312,000 in the prior fiscal year period.  This decrease was primarily from increased accrued personnel costs of $1,030,000, partially offset by an increase in revenues of $419,000 and a larger reduction of $585,000 (74%) to the long-term supplemental compensation accrual to arrive at a reduction of $1,380,000 as compared with a reduction of $795,000 in the prior fiscal year period. 

 

During the nine months ended June 30, 2024, the Traditional Business had total operating revenues of $12,426,000, as compared with $12,007,000 in the prior fiscal year period. Advertising revenues increased by $441,000 (7%) to $6,939,000 from $6,498,000, primarily resulting from increased commercial advertising revenues of $421,000, legal notice advertising revenues of $29,000, and trustee sale notice advertising revenues of $53,000, partially offset by decreased government notice advertising revenues of $62,000.

 

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 nine months ended June 30, 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 86% of the total public notice advertising revenues during the nine months ended June 30, 2024. Public notice advertising revenues and related advertising and other service fees, including trustee sales legal advertising revenues, constituted about 14% of the Company's total operating revenues for the nine months ended June 30, 2024 and 15% for the nine months ended June 30, 2023.

 

The Daily Journals accounted for about 94% of the Traditional Business’ total circulation revenues, which decreased by $23,000 (1%) to $3,283,000 from $3,306,000. 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.

 

18

 

The Traditional Business segment operating expenses, excluding the adjustments to the long-term supplemental compensation accrual, increased by $1,715,000 (16%) to $12,205,000 from $10,490,000, primarily resulting from increased accrued personnel costs, the directors and officers insurance, and increased directors’ stipend accruals during this last fiscal quarter.

 

Journal Technologies

 

During the nine months ended June 30, 2024, Journal Technologies’ business segment pretax income decreased by $165,000 (18%) to $745,000 from $910,000 in the prior fiscal year period primarily resulting from increased operating expenses of $3,645,000, which were partially offset by increased operating revenues of $3,480,000.

 

Revenues increased by $3,480,000 (10%) to $37,632,000 from $34,152,000 in the prior fiscal year period. Licensing and maintenance fees increased by $3,438,000 (20%) to $20,572,000 from $17,134,000. Consulting fees decreased by $1,209,000 (11%) to $9,939,000 from $11,148,000 mainly due to fewer project go-lives. Other public service fees increased by $1,251,000 (21%) to $7,121,000 from $5,870,000 primarily because of increased e-filing fee revenues.

 

Deferred consulting fees primarily represent advances from customers of Journal Technologies for installation services and are recognized upon final project go-lives. 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 $3,645,000 (11%) to $36,887,000 from $33,242,000 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 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, which has not been a common issue to date, and Journal Technologies is working to minimize additional cancellations.

 

19

 

Reportable Segments (for the three-month periods ended June 30, 2024 and 2023)

 

Overall Financial Results (000)

For the three months ended June 30

 

   

Reportable Segments

                                 
   

Traditional

Business

   

Journal

Technologies

   

Corporate

income and expenses

   

Total

 
                                                                 
   

2024

   

2023

   

2024

   

2023

   

2024

   

2023

   

2024

   

2023

 

Revenues

                                                               

Advertising

  $ 2,536     $ 2,304     $ ---     $ ---     $ ---     $ ---     $ 2,536     $ 2,304  

Circulation

    1,089       1,100       ---       ---       ---       ---       1,089       1,100  

Advertising service fees and other

    802       726       ---       ---       ---       ---       802       726  

Licensing and maintenance fees

    ---       ---       7,161       7,060       ---       ---       7,161       7,060  

Consulting fees

    ---       ---       3,438       4,393       ---       ---       3,438       4,393  

Other public service fees

    ---       ---       2,468       2,121       ---       ---       2,468       2,121  

Total revenues

    4,427       4,130       13,067       13,574       ---       ---       17,494       17,704  

Operating expenses

                                                               

Salaries and employee benefits

    2,656       2,300       9,413       8,517       ---       ---       12,069       10,817  

Decrease to the long-term Supplemental Compensation accrual

    (580 )     (95 )     ---       ---       ---       ---       (580 )     (95 )

Others

    1,611       1,256       3,304       3,413       ---       ---       4,915       4,669  

Total operating expenses

    3,687       3,461       12,717       11,930       ---       ---       16,404       15,391  

Income from operations

    740       669       350       1,644       ---       ---       1,090       2,313  

Dividends and interest income

    ---       ---       ---       ---       2,999       1,987       2,999       1,987  

Net unrealized gains (losses) on marketable securities

    ---       ---       ---       ---       28,018       (2,735 )     28,018       (2,735 )

Net unrealized gains on non-qualified compensation plan

    ---       ---       ---       ---       173       ---       173       ---  

Interest expenses on margin loans and others

    ---       ---       ---       ---       (435 )     (1,172 )     (435 )     (1,172 )

Interest expenses on note payable collateralized by real estate

    ---       ---       ---       ---       (10 )     (11 )     (10 )     (11 )

Pretax income (loss)

    740       669       350       1,644       30,745       (1,931 )     31,835       382  

Income tax (expense) benefit

    (190 )     (160 )     (290 )     (310 )     (8,000 )     765       (8,480 )     295  

Net income (loss)

  $ 550     $ 509     $ 60     $ 1,334     $ 22,745     $ (1,166 )   $ 23,355     $ 677  

Total assets

  $ 12,893     $ 15,794     $ 31,231     $ 34,143     $ 325,737     $ 316,038     $ 369,861     $ 365,975  

Capital expenditures

  $ ---     $ ---     $ ---     $ 12     $ ---     $ ---     $ ----     $ 12  

 

20

 

 

Consolidated Financial Comparison

 

Consolidated revenues were $17,494,000 and $17,704,000 for the three months ended June 30, 2024 and 2023, respectively. This decrease of $210,000 (1%) was primarily from decreased consulting fees of $955,000 (22%), partially offset by increases in (i) Journal Technologies’ license and maintenance fees of $101,000 (1%), and other public service fees of $347,000 (16%), and (ii) the Traditional Business’ advertising revenues of $232,000 (10%) and advertising service fees and other of $76,000 (10%).

 

Approximately 75% and 77% of the Company’s revenues were derived from Journal Technologies during the three-month periods ended June 30, 2024 and 2023, respectively. In addition, the Company’s revenues during the quarter were primarily from the United States, with approximately $676,000 (4%) from foreign countries. Almost all of Journal Technologies’ revenues are from governmental agencies.

 

Consolidated operating expenses increased by $1,013,000 (7%) to $16,404,000 from $15,391,000. Total salaries and employee benefits increased by $1,252,000 (12%) to $12,069,000 from $10,817,000 primarily due to 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 decreased by $179,000 (9%) to $1,726,000 from $1,905,000 mainly because of reduced contractor services. Accounting and legal fees increased by $67,000 (26%) to $328,000 from $261,000 primarily resulting from increased legal fees. Other general and administrative expenses increased by $350,000 (47%) to $1,093,000 from $743,000 mainly because of the purchase of directors and officers insurance, and additional accruals for the directors’ stipends.

 

The Company’s non-operating income, net of expenses, increased by $32,676,000 (1,692%) to $30,745,000 from a loss of $1,931,000 in the prior fiscal year period primarily because of (i) the recording of net unrealized gains on marketable securities of $28,018,000 as compared with unrealized losses of $2,735,000 in the prior fiscal year period, and (ii) an increase in dividends and interest income of $1,012,000 (51%) to $2,999,000 from $1,987,000.

 

During the three months ended June 30, 2024, the Company’s consolidated pretax income was $31,835,000, as compared to $382,000 in the prior fiscal year period. There was consolidated net income of $23,355,000 ($16.96 per share) for the three months ended June 30, 2024, as compared with $677,000 ($0.49 per share) in the prior fiscal year period.

 

The Traditional Business

 

The Traditional Business’ pretax income increased by $71,000 (9%) to $740,000 from $669,000 in the prior fiscal year period, primarily due to an increased reduction of $485,000 (511%) to the long-term supplemental compensation accrual to arrive at a reduction of $580,000 as compared with a reduction of $95,000 in the prior fiscal year period, partially offset by increased personnel costs of $356,000 (15%) to $2,656,000 from $2,300,000.

 

During the three months ended June 30, 2024, the Traditional Business had total operating revenues of $4,427,000, as compared with $4,130,000 in the prior fiscal year period. Advertising revenues increased $232,000 (10%) to $2,536,000 from $2,304,000, primarily resulting from increased commercial advertising revenues of $212,000, trustee sale notice advertising revenues of $24,000, and government notice advertising revenues of $42,000.

 

The Traditional Business segment operating expenses, excluding the adjustments to the long-term supplemental compensation accrual, increased by $711,000 (20%) to $4,267,000 from $3,556,000, primarily resulting from increased accrued personnel costs, the directors and officers insurance, and increased directors’ stipend accruals during this last fiscal quarter.

 

21

 

Journal Technologies

 

During the three months ended June 30, 2024, Journal Technologies’ business segment pretax income decreased by $1,294,000 (79%) to $350,000 from $1,644,000 in the prior fiscal year period primarily resulting from increased operating expenses of $787,000 and decreased revenues of $507,000.

 

Revenues decreased by $507,000 (4%) to $13,067,000 from $13,574,000 in the prior fiscal year period. Licensing and maintenance fees increased by $101,000 (1%) to $7,161,000 from $7,060,000. Consulting fees decreased by $955,000 (22%) to $3,438,000 from $4,393,000 mainly due to fewer project go-lives. Other public service fees increased by $347,000 (16%) to $2,468,000 from $2,121,000 primarily because of increased e-filing fee revenues.

 

Operating expenses increased by $787,000 (7%) to $12,717,000 from $11,930,000 primarily because of (i) increased personnel costs because of necessary salary adjustments, (ii) 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, (iii) increased third-party hosting fees which were billed to clients.

 

Liquidity and Capital Resources

 

During the nine months ended June 30, 2024, the Company’s cash and cash equivalents, restricted cash, and marketable security positions increased by $11,108,000 after the recording of net pretax unrealized gains on marketable securities of $48,211,000. In March 2024, the Company sold part of its marketable securities for approximately $40,579,000. Cash and cash equivalents as well as proceeds from sales of marketable securities were primarily used to pay down the margin loan balance by $47,500,000.

 

The investments in marketable securities, which had an adjusted cost basis of approximately $139,094,000 and a market value of about $325,021,000 at June 30, 2024, generated approximately $5,857,000 in dividends and interest income during the nine months ended June 30, 2024. These securities had approximately $185,927,000 of net unrealized gains before estimated taxes of $48,135,000 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 and $75,000,000 at June 30, 2024, and September 30, 2023, respectively.

 

Cash flows from operating activities decreased by $11,636,000 during the nine months ended June 30, 2024, as compared to the prior fiscal year period, primarily due to (i) increases in the Company’s income tax receivable of $882,000 and accounts receivable of $3,129,000, (ii) decreases in accounts payable of $919,000, and deferred revenues of $6,190,000 and (iii) decreases in the Company’s net income of $5,690,000, excluding the increases in unrealized gains on marketable securities of $18,277,000, a decrease in stock dividends of $2,978,000, and increases in realized net gains on sales of marketable securities of $13,839,000. This was partially offset by increases in the Company’s deferred tax liability of $4,114,000, income taxable payable of $847,000 and accrued liabilities of $342,000, including non-qualified deferred compensation.

 

As of June 30, 2024, the Company had working capital of $318,528,000, including the liabilities for deferred subscriptions, deferred consulting fees and deferred maintenance agreements and others of $25,466,000.

 

22

 

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. 

 

The Company is not a smaller version of Berkshire Hathaway Inc. The Company’s goal is simply to continue to develop a successful and profitable software business, while continuing to enjoy the benefit of its Traditional Business for as long as possible. 

 

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, 2023. The above discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in this report.

 

23

 

 

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; the continuous effects of COVID-19 and the efforts to contain it on the Company’s customers, advertisers and subscribers; a further 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, 2023.

 

24

 

 

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, 2023, management concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 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 June 30, 2024, although the Company has begun a process intended to rectify these material weaknesses in its internal control over financial reporting.

 

25

 

 

 

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: August 14, 2024

 

26

 

Exhibit 31

 

 

CERTIFICATION BY CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Steven Myhill-Jones, certify that:

 

 

1.

I have reviewed this quarterly report on Form 10-Q of Daily Journal Corporation;

 

 

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

 

4.

 I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

 

b.

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c.

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d.

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 

5.

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

 

a.

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b.

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2024

 

 

/s/ Steven Myhill-Jones

______________________________

Steven Myhill-Jones

Chief Executive Officer

Chairman of the Board         

 

 

 

CERTIFICATION BY CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

 

I, Tu To, certify that:

 

 

1.

I have reviewed this quarterly report on Form 10-Q of Daily Journal Corporation;

 

 

 

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

 

 

4.

 I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

 

b.

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c.

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d.

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 

5.

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

 

a.

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b.

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2024

 

 

/s/ Tu To

______________________________

Tu To

Chief Financial Officer

 

 

 

Exhibit 32

 

CERTIFICATION BY CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q of Daily Journal Corporation (the "Company") for the period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steven Myhill-Jones, Chief Executive Officer of the Company, certify, pursuant 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

 

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

/s/ Steven Myhill-Jones

____________________________________________

Steven Myhill-Jones
Chief Executive Officer

Chairman of the Board

 

 

August 14, 2024

 

 

 

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, and is not being filed as part of the Report or as a separate disclosure document.

 

 

 

 

CERTIFICATION BY CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Quarterly Report on Form 10-Q of Daily Journal Corporation (the "Company") for the period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Tu To, Chief Financial Officer of the Company, certify, pursuant 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

 

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

/s/ Tu To

____________________________________________

Tu To
Chief Financial Officer

 

 

August 14, 2024

 

 

 

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, and is not being filed as part of the Report or as a separate disclosure document.

 

 
v3.24.2.u1
Document And Entity Information - shares
9 Months Ended
Jun. 30, 2024
Jul. 31, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 0-14665  
Entity Registrant Name DAILY JOURNAL CORPORATION  
Entity Incorporation, State or Country Code SC  
Entity Tax Identification Number 95-4133299  
Entity Address, Address Line One 915 East First Street  
Entity Address, City or Town Los Angeles  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 90012-4050  
City Area Code 213  
Local Phone Number 229-5300  
Title of 12(b) Security Common Stock  
Trading Symbol DJCO  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   1,377,426
Entity Central Index Key 0000783412  
Current Fiscal Year End Date --09-30  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Amendment Flag false  
v3.24.2.u1
Consolidated Balance Sheets (Unaudited) - USD ($)
Jun. 30, 2024
Sep. 30, 2023
Current assets    
Cash and cash equivalents $ 9,991,000 $ 20,844,000
Restricted cash 2,168,000 2,100,000
Non-qualified deferred compensation plan - trust account asset value 716,000 194,000
Marketable securities at fair value -- common stocks 325,021,000 303,128,000
Accounts receivable, less allowance for doubtful accounts of $250,000 at June 30, 2024 and September 30, 2023 22,090,000 18,687,000
Inventories 35,000 72,000
Prepaid expenses and other current assets 518,000 380,000
Total current assets 360,539,000 345,405,000
Property, plant and equipment, at cost    
Land, buildings and improvements 16,418,000 16,400,000
Furniture, office equipment and computer software 1,685,000 1,703,000
Machinery and equipment 1,521,000 1,521,000
Property, Plant and Equipment, Gross 19,624,000 19,624,000
Less accumulated depreciation (10,453,000) (10,264,000)
Property, Plant and Equipment, Net 9,171,000 9,360,000
Operating lease right-of-use assets 151,000 95,000
Total assets 369,861,000 354,860,000
Current liabilities    
Accounts payable 6,776,000 6,643,000
Accrued liabilities 7,691,000 8,789,000
Income tax payable 1,916,000 1,069,000
Note payable collateralized by real estate 162,000 158,000
Total current liabilities 42,011,000 42,198,000
Long term liabilities    
Investment margin account borrowings 27,500,000 75,000,000
Note payable collateralized by real estate 997,000 1,120,000
Deferred maintenance agreements 526,000 1,000,000
Accrued liabilities 2,879,000 4,274,000
Accrued non-qualified deferred compensation 652,000 200,000
Deferred income taxes 43,442,000 30,599,000
Total long-term liabilities 75,996,000 112,193,000
Commitments and Contingencies  
Shareholders' equity    
Common stock, $.01 par value, 5,000,000 shares authorized; 1,805,053 shares issued, including 428,027 treasury shares, at June 30, 2024 and September 30, 2023 14,000 14,000
Additional paid-in capital 1,755,000 1,755,000
Retained earnings 250,085,000 198,700,000
Total shareholders' equity 251,854,000 200,469,000
Liabilities and Equity 369,861,000 354,860,000
Subscription and Circulation [Member]    
Current liabilities    
Deferred subscriptions 2,771,000 2,678,000
Professional Fees [Member]    
Current liabilities    
Deferred subscriptions 4,102,000 5,828,000
License and Maintenance [Member]    
Current liabilities    
Deferred subscriptions $ 18,593,000 $ 17,033,000
v3.24.2.u1
Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($)
Jun. 30, 2024
Sep. 30, 2023
Accounts receivable, allowance for doubtful accounts $ 250,000 $ 250,000
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 5,000,000 5,000,000
Preferred stock, shares issued (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 5,000,000 5,000,000
Common stock, shares issued (in shares) 1,805,053 1,805,053
Treasury Stock, Common, Shares (in shares) 428,027 428,027
Treasury Stock, Common, Shares (in shares) 428,027 428,027
v3.24.2.u1
Consolidated Statements of Income and Comprehensive Income (Unaudited) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Jun. 30, 2024
Jun. 30, 2023
Sep. 30, 2023
Revenues                  
Revenues $ 17,494,000     $ 17,704,000     $ 50,058,000 $ 46,159,000  
Costs and expenses                  
Salaries and employee benefits 12,069,000     10,817,000     35,427,000 30,453,000  
Decrease to the long-term supplemental compensation accrual (580,000)     (95,000)     (1,410,000) (815,000)  
Agency commissions 315,000     261,000     857,000 705,000  
Outside services 1,726,000     1,905,000     4,976,000 4,885,000  
Postage and delivery expenses 189,000     171,000     548,000 505,000  
Newsprint and printing expenses 150,000     218,000     515,000 610,000  
Depreciation and amortization 67,000     68,000     200,000 213,000  
Equipment maintenance and software 418,000     467,000     1,130,000 1,124,000  
Credit card merchant discount fees 558,000     505,000     1,668,000 1,385,000  
Rent expenses 71,000     70,000     212,000 213,000  
Accounting and legal fees 328,000     261,000     739,000 756,000  
Other general and administrative expenses 1,093,000     743,000     2,850,000 2,903,000  
Operating Expenses 16,404,000     15,391,000     47,712,000 42,937,000  
Income from operations 1,090,000     2,313,000     2,346,000 3,222,000  
Other income (expense)                  
Dividends and interest income 2,999,000     1,987,000     5,857,000 7,119,000  
Net unrealized gains (losses) on marketable securities 28,018,000     (2,735,000)     48,211,000 29,934,000 $ 29,934,000
Net unrealized gains on non-qualified compensation plan 173,000     0     173,000 0  
Income before income taxes 31,835,000     382,000     68,195,000 37,577,000  
Income tax provisions (8,480,000)     295,000     (16,810,000) (9,640,000)  
Net income $ 23,355,000 $ 15,415,000 $ 12,615,000 $ 677,000 $ 9,433,000 $ 17,827,000 $ 51,385,000 $ 27,937,000  
Weighted average number of common shares outstanding - basic and diluted (in shares) 1,377,026     1,377,026     1,377,026 1,377,026  
Basic and diluted net income per share (in dollars per share) $ 16.96     $ 0.49     $ 37.32 $ 20.29  
Comprehensive income $ 23,355,000     $ 677,000     $ 51,385,000 $ 27,937,000  
Margin Account [Member]                  
Other income (expense)                  
Interest expense on margin loans and others (435,000)     (1,172,000)     (2,622,000) (3,085,000)  
Real Estate Bank Loan Secured by Logan Office [Member]                  
Other income (expense)                  
Interest expense on margin loans and others (10,000)     (11,000)     (31,000) (35,000)  
Advertising [Member]                  
Revenues                  
Revenues 2,536,000     2,304,000     6,939,000 6,498,000  
Subscription and Circulation [Member]                  
Revenues                  
Revenues 1,089,000     1,100,000     3,283,000 3,306,000  
Advertising Service Fees and Other [Member]                  
Revenues                  
Revenues 802,000     726,000     2,204,000 2,203,000  
License and Maintenance [Member]                  
Revenues                  
Revenues 7,161,000     7,060,000     20,572,000 17,134,000  
Consulting Fees [Member]                  
Revenues                  
Revenues 3,438,000     4,393,000     9,939,000 11,148,000  
Service, Other [Member]                  
Revenues                  
Revenues $ 2,468,000     $ 2,121,000     $ 7,121,000 $ 5,870,000  
v3.24.2.u1
Consolidated Statements of Income and Comprehensive Income (Unaudited) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Jun. 30, 2024
Jun. 30, 2023
Sep. 30, 2023
Revenues                  
Revenues $ 17,494,000     $ 17,704,000     $ 50,058,000 $ 46,159,000  
Costs and expenses                  
Salaries and employee benefits 12,069,000     10,817,000     35,427,000 30,453,000  
Decrease to the long-term supplemental compensation accrual (580,000)     (95,000)     (1,410,000) (815,000)  
Agency commissions 315,000     261,000     857,000 705,000  
Outside services 1,726,000     1,905,000     4,976,000 4,885,000  
Postage and delivery expenses 189,000     171,000     548,000 505,000  
Newsprint and printing expenses 150,000     218,000     515,000 610,000  
Depreciation and amortization 67,000     68,000     200,000 213,000  
Equipment maintenance and software 418,000     467,000     1,130,000 1,124,000  
Credit card merchant discount fees 558,000     505,000     1,668,000 1,385,000  
Rent expenses 71,000     70,000     212,000 213,000  
Accounting and legal fees 328,000     261,000     739,000 756,000  
Other general and administrative expenses 1,093,000     743,000     2,850,000 2,903,000  
Operating Expenses 16,404,000     15,391,000     47,712,000 42,937,000  
Income from operations 1,090,000     2,313,000     2,346,000 3,222,000  
Other income (expense)                  
Dividends and interest income 2,999,000     1,987,000     5,857,000 7,119,000  
Realized gains on sales of marketable securities             14,261,000 422,000  
Net unrealized gains (losses) on marketable securities 28,018,000     (2,735,000)     48,211,000 29,934,000 $ 29,934,000
Net unrealized gains on non-qualified compensation plan 173,000     0     173,000 0  
Income before income taxes 31,835,000     382,000     68,195,000 37,577,000  
Income tax provisions 8,480,000     (295,000)     16,810,000 9,640,000  
Net income $ 23,355,000 $ 15,415,000 $ 12,615,000 $ 677,000 $ 9,433,000 $ 17,827,000 $ 51,385,000 $ 27,937,000  
Weighted average number of common shares outstanding - basic and diluted (in shares) 1,377,026     1,377,026     1,377,026 1,377,026  
Basic and diluted net income per share (in dollars per share) $ 16.96     $ 0.49     $ 37.32 $ 20.29  
Comprehensive income $ 23,355,000     $ 677,000     $ 51,385,000 $ 27,937,000  
Margin Account [Member]                  
Other income (expense)                  
Interest expense on margin loans and others (435,000)     (1,172,000)     (2,622,000) (3,085,000)  
Real Estate Bank Loan Secured by Logan Office [Member]                  
Other income (expense)                  
Interest expense on margin loans and others (10,000)     (11,000)     (31,000) (35,000)  
Advertising [Member]                  
Revenues                  
Revenues 2,536,000     2,304,000     6,939,000 6,498,000  
Subscription and Circulation [Member]                  
Revenues                  
Revenues 1,089,000     1,100,000     3,283,000 3,306,000  
Advertising Service Fees and Other [Member]                  
Revenues                  
Revenues 802,000     726,000     2,204,000 2,203,000  
License and Maintenance [Member]                  
Revenues                  
Revenues 7,161,000     7,060,000     20,572,000 17,134,000  
Consulting Fees [Member]                  
Revenues                  
Revenues 3,438,000     4,393,000     9,939,000 11,148,000  
Service, Other [Member]                  
Revenues                  
Revenues $ 2,468,000     $ 2,121,000     $ 7,121,000 $ 5,870,000  
v3.24.2.u1
Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($)
Common Stock [Member]
Treasury Stock, Common [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance (in shares) at Sep. 30, 2022 1,805,053 (428,027)      
Balance at Sep. 30, 2022 $ 18,000 $ (4,000) $ 1,755,000 $ 177,248,000 $ 179,017,000
Net income (loss)       17,827,000 17,827,000
Net income       17,827,000 17,827,000
Balance (in shares) at Dec. 31, 2022 1,805,053 (428,027)      
Balance at Dec. 31, 2022 $ 18,000 $ (4,000) 1,755,000 195,075,000 196,844,000
Balance (in shares) at Sep. 30, 2022 1,805,053 (428,027)      
Balance at Sep. 30, 2022 $ 18,000 $ (4,000) 1,755,000 177,248,000 179,017,000
Net income (loss)         27,937,000
Net income         27,937,000
Balance (in shares) at Jun. 30, 2023 1,805,053 (428,027)      
Balance at Jun. 30, 2023 $ 18,000 $ (4,000) 1,755,000 205,185,000 206,954,000
Balance (in shares) at Dec. 31, 2022 1,805,053 (428,027)      
Balance at Dec. 31, 2022 $ 18,000 $ (4,000) 1,755,000 195,075,000 196,844,000
Net income (loss)       9,433,000 9,433,000
Net income       9,433,000 9,433,000
Balance (in shares) at Mar. 31, 2023 1,805,053 (428,027)      
Balance at Mar. 31, 2023 $ 18,000 $ (4,000) 1,755,000 204,508,000 206,277,000
Net income (loss)       677,000 677,000
Net income       677,000 677,000
Balance (in shares) at Jun. 30, 2023 1,805,053 (428,027)      
Balance at Jun. 30, 2023 $ 18,000 $ (4,000) 1,755,000 205,185,000 206,954,000
Balance (in shares) at Sep. 30, 2023 1,805,053 (428,027)      
Balance at Sep. 30, 2023 $ 18,000 $ (4,000) 1,755,000 198,700,000 200,469,000
Net income (loss)       12,615,000 12,615,000
Net income       12,615,000 12,615,000
Balance (in shares) at Dec. 31, 2023 1,805,053 (428,027)      
Balance at Dec. 31, 2023 $ 18,000 $ (4,000) 1,755,000 211,315,000 213,084,000
Balance (in shares) at Sep. 30, 2023 1,805,053 (428,027)      
Balance at Sep. 30, 2023 $ 18,000 $ (4,000) 1,755,000 198,700,000 200,469,000
Net income (loss)         51,385,000
Net income         51,385,000
Balance (in shares) at Jun. 30, 2024 1,805,053 (428,027)      
Balance at Jun. 30, 2024 $ 18,000 $ (4,000) 1,755,000 250,085,000 251,854,000
Balance (in shares) at Dec. 31, 2023 1,805,053 (428,027)      
Balance at Dec. 31, 2023 $ 18,000 $ (4,000) 1,755,000 211,315,000 213,084,000
Net income (loss)       15,415,000 15,415,000
Net income       15,415,000 15,415,000
Balance (in shares) at Mar. 31, 2024 1,805,053 (428,027)      
Balance at Mar. 31, 2024 $ 18,000 $ (4,000) 1,755,000 226,730,000 228,499,000
Net income (loss)       23,355,000 23,355,000
Net income       23,355,000 23,355,000
Balance (in shares) at Jun. 30, 2024 1,805,053 (428,027)      
Balance at Jun. 30, 2024 $ 18,000 $ (4,000) $ 1,755,000 $ 250,085,000 $ 251,854,000
v3.24.2.u1
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Dec. 31, 2022
Jun. 30, 2024
Jun. 30, 2023
Sep. 30, 2023
Cash flows from operating activities              
Net income $ 23,355,000 $ 12,615,000 $ 677,000 $ 17,827,000 $ 51,385,000 $ 27,937,000  
Adjustments to reconcile net income to net cash (used in) provided from operations              
Depreciation and amortization         200,000 213,000  
Net unrealized gains on marketable securities (28,018,000)   2,735,000   (48,211,000) (29,934,000) $ (29,934,000)
Realized gains on sales of marketable securities         (14,261,000) (422,000)  
Stock dividends           (2,978,000)  
Deferred income taxes         12,843,000 8,729,000  
Accounts receivable, net         (3,403,000) (274,000)  
Inventories         37,000 (1,000)  
Prepaid expenses and other assets         (194,000) (40,000)  
Income tax receivable           882,000  
Accounts payable         133,000 1,052,000  
Accrued liabilities, including non-qualified deferred compensation         (2,041,000) (2,383,000)  
Income tax payable         847,000    
Net cash (used in) provided from operating activities         (3,212,000) 8,424,000  
Cash flows from investing activities              
Proceeds from sales of marketable securities         40,579,000 2,826,000  
Purchases of marketable securities           (10,001,000)  
Purchases of property, plant and equipment         (11,000) (86,000)  
Net cash provided from (used in) investing activities         40,568,000 (7,261,000)  
Cash flows from financing activities              
Proceeds from margin loan borrowing           6,011,000  
Payment to margin loan borrowing     (11,000)   (47,500,000) (11,000)  
Payment of real estate loan principal         (119,000) (114,000)  
Net cash (used in) provided from financing activities         (47,619,000) 5,886,000  
(Decrease) increase in cash and restricted cash and cash equivalents         (10,263,000) 7,049,000  
Cash and restricted cash and cash equivalents, and non-qualified deferred compensation plan-trust account asset value              
Beginning of period   $ 23,138,000   $ 15,468,000 23,138,000 15,468,000 15,468,000
End of period $ 12,875,000   $ 22,517,000   12,875,000 22,517,000 $ 23,138,000
Interest paid during period         2,733,000 3,053,000  
Net income taxes paid         3,206,000 88,000  
Subscription and Circulation [Member]              
Adjustments to reconcile net income to net cash (used in) provided from operations              
Deferred subscriptions         93,000 107,000  
Professional Fees [Member]              
Adjustments to reconcile net income to net cash (used in) provided from operations              
Deferred consulting fees         (1,726,000) 1,691,000  
License and Maintenance [Member]              
Adjustments to reconcile net income to net cash (used in) provided from operations              
Deferred consulting fees         $ 1,086,000 $ 3,845,000  
v3.24.2.u1
Note 1 - The Corporation and Operations
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

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 the Company, 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 30 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 new wholly-owned subsidiary, Journal Technologies (Canada) Inc., in August 2022.

v3.24.2.u1
Note 2 - Basis of Presentation
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Basis of Accounting [Text Block]

Note 2 - Basis of Presentation

 

In the opinion of the Company, the accompanying interim unaudited consolidated financial statements present fairly the financial position of the Company as of June 30, 2024 and September 30, 2023, the results of operations and consolidated statements of shareholders' equity for the three- and nine-month periods ended June 30, 2024 and 2023, and cash flows for the nine-month periods ended June 30, 2024 and 2023. The results of operations for the nine months ended June 30, 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. 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, 2023.

 

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

 

  

v3.24.2.u1
Note 3 - Accounting Standards Adopted in Fiscal 2024
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
New Accounting Pronouncement [Text Block]

Note 3 - Accounting Standards Adopted in Fiscal 2024

 

On October 1, 2023, the Company adopted Current Expected Credit Losses under Accounting Standards Update 2016-13, a credit loss accounting standard (model) issued by the Financial Accounting Stands Board, requiring financial assets measured at amortized cost to be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard eliminates the threshold for initial recognition in current U.S. GAAP and reflects an entity’s current estimate of all expected credit losses. The measurement of expected credit losses is based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets. The adoption of this guidance has no material effect on the Company’s consolidated financial statements.

v3.24.2.u1
Note 4 - Right-of-use (ROU) Asset
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Lessee, Operating Leases [Text Block]

Note 4 – Right-of-Use (ROU) Asset and Liabilities

 

At June 30, 2024, the Company had a ROU asset and lease liability of approximately $151,000 for its operating office and equipment leases, including approximately $92,000 beyond one year.  Operating office and equipment leases are included in operating lease ROU assets, current accrued liabilities and long-term accrued liabilities in the Company’s accompanying consolidated balance sheets. 

v3.24.2.u1
Note 5 - Revenue Recognition
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Revenue from Contract with Customer [Text Block]

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 revenues are recognized when advertisements are published.

 

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 current subscription-type contract revenues 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. Revenues for consulting are recognized at point of delivery (go-live) upon completion of services. These contracts include assurance 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 on a gross basis. For legacy contracts with perpetual license arrangements, licenses and consulting services are recognized at point of delivery (go-live), and maintenance revenues are recognized ratably after the go-live. 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 or pay traffic citations and other fees.

 

The adoption of 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. Furthermore, there are no fulfillment costs to be capitalized for the software contracts because these costs do not generate or enhance resources that will be used in satisfying future performance obligations.

 

  

v3.24.2.u1
Note 6 - Treasury Stock and Net Income Per Common Share
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Equity [Text Block]

Note 6 - Treasury stock and net income per common share

 

In June 2022, the Company received from the late Charles T. Munger 3,720 shares of Daily Journal common stock as his gracious personal gift (worth approximately $1 million on the date of the gift) for the purpose of establishing a new senior management equity incentive plan, which has been approved by the Board of Directors and shareholders. (On July 24, 2024, the Board granted 400 shares and 400 restricted stock units to the Company’s Chief Executive Officer, Steven Myhill-Jones.) These donated shares were considered treasury stock, and the Company accounted for them using the par method which resulted in an immaterial effected amount on Treasury Stock and Additional Paid-in Capital. In addition, the number of outstanding shares of the Company was reduced by these 3,720 shares to reflect the actual number of outstanding shares of 1,377,026 at June 30, 2024. The net income per common share is based on the weighted average number of shares outstanding during each year. The shares used in the calculation were 1,377,026 for both the three- and nine-month periods ended June 30, 2024 and 2023.

v3.24.2.u1
Note 7 - Basic and Diluted Net Income Per Share
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Earnings Per Share [Text Block]

Note 7 - Basic and Diluted Net Income Per Share

 

The Company did not have any common stock equivalents as of June 30, 2024 or 2023, and therefore basic and diluted net income per share are the same.

v3.24.2.u1
Note 8 - Investments in Marketable Securities
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]

Note 8 - Investments in Marketable Securities

 

All investments are classified as “Current assets” because they are available for sale at any time. These “available-for-sale” 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 June 30, 2024 and September 30, 2023, there were net accumulated pretax unrealized gains of $185,927,000 and $137,716,000, respectively, recorded in the accompanying consolidated balance sheets. Most of the accumulated pretax unrealized gains were in the common stocks of three U.S. financial institutions and one foreign manufacturer.

 

During the nine months ended June 30, 2024, the Company recorded and included in its net income the net unrealized gains on marketable securities of $48,211,000, as compared with $29,934,000, in the prior year period.

 

In March 2024, the Company sold part of its marketable securities for approximately $40,579,000, realizing net gains of $14,261,000. The Company used these proceeds and excess cash from operations to pay down the margin loan balance to $27,500,000 from $75,000,000 at September 30, 2023, aggregating a paydown of approximately $47,500,000 during the nine months ended June 30, 2024.

 

In December 2022, the Company sold part of its marketable securities for approximately $2,826,000, realizing net gains of $422,000, and borrowed an additional $6,011,000 from the margin loan account to purchase additional marketable securities with a total cost of approximately $10,001,000. The Company repaid $11,000 subsequently in fiscal 2023. In addition, the Company received stock dividends in March 2023 worth approximately $2,978,000 from one of the companies in which it holds marketable securities.

 

 

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 15 years. The Board has been evaluating ways to ensure the prudent and effective management of these assets in the context of the current market and the needs of the businesses, and the recent sales of a portion of the portfolio and the concurrent paydown of the Company’s margin loan, each as described above, are reflective of that evaluation.

 

Investments in marketable securities as of June 30, 2024 and September 30, 2023 are summarized below.

 

Investment in Financial Instruments

 

   

June 30, 2024

   

September 30, 2023

 
   

Aggregate

fair value

   

Amortized/

Adjusted

cost basis

   

Pretax

unrealized

gains

   

Aggregate

fair value

   

Amortized/

Adjusted

cost basis

   

Pretax

unrealized

gains

 

Marketable securities

                                               

Common stocks

  $ 325,021,000     $ 139,094,000     $ 185,927,000     $ 303,128,000     $ 165,412,000     $ 137,716,000  

 

v3.24.2.u1
Note 9 - Income Taxes
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

Note 9 - Income Taxes

 

For the nine months ended June 30, 2024, the Company recorded an income tax provision of $16,810,000 on the pretax income of $68,195,000. The income tax provision consisted of tax provisions of $3,690,000 on the realized gains on marketable securities, $12,480,000 on the unrealized gains on marketable securities, $50,000 on income from foreign operations, and $1,440,000 on income from US operations and dividend income, partially offset by a tax benefit of $330,000 for the dividends received deduction and other permanent book and tax differences, and a tax benefit of $520,000 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 nine months ended June 30, 2024 was 24.65%, after including the taxes on the realized and unrealized gains on marketable securities.

 

For the nine months ended June 30, 2023, the Company recorded an income tax provision of $9,640,000 on the pretax income of $37,577,000. The income tax provision consisted of a tax provision of $110,000 on the realized gains on marketable securities, $7,950,000 on the unrealized gains on marketable securities, and a tax provision of $1,890,000 on income from operations and dividend income, partially offset by a tax benefit of $250,000 for the dividends received deduction and other permanent book and tax differences, and a tax benefit of $60,000 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 nine months ended June 30, 2023 was 25.7%, after including the taxes on the realized and 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 2021 with regard to federal income taxes and fiscal 2020 for state income taxes. 

v3.24.2.u1
Note 10 - Debt and Commitments
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Commitments Disclosure [Text Block]

Note 10 - Debt and Commitments

 

During fiscal 2013, the Company borrowed from its investment margin account the aggregate purchase price of $29.5 million for two acquisitions, in each case pledging its marketable securities as collateral. At June 30, 2024, the margin loan balance was approximately $27.5 million. The interest rate for these investment margin account borrowings fluctuates based on the Federal Funds Rate plus 50 basis points with interest only payable monthly. The interest rate as of June 30, 2024 was 6%. These investment margin account borrowings do not mature.

 

 

In November 2015, the Company purchased a 30,700 square foot office building constructed in 1998 on about 3.6 acres in Logan, Utah that had been previously leased for Journal Technologies. The Company paid $1.24 million and financed the balance with a real estate bank loan of $2.26 million which had a fixed interest rate of 4.66%. This loan is secured by the Logan facility and can be paid off at any time without prepayment penalty. In October 2020, the Company executed an amendment to lower the interest rate of this loan to a fixed rate of 3.33% for the remaining 10 years. This real estate loan had a balance of approximately $1.16 million as of June 30, 2024. Each monthly installment payment is approximately $16,700. In April 2022, the Company sold approximately 17,564 square feet of the land along the front of its Logan building to the City of Logan for approximately $381,000 in connection with the City of Logan’s street widening project. In October 2022, the Company again amended this real estate loan contract as the bank transferred its index to the Secured Overnight Financing Rate from London Interbank Offered Rate which was ceased by the Federal Reserve and the Alternative Reference Rates Committee in the United States. The term of the loan, including the interest rate and the balance, remains unchanged.

 

The Company also owns its facilities in Los Angeles and leases space for its other offices under operating leases which expire at various dates through June 2026.

 

Effective January 1, 2023, the Company began sponsoring a 401(k) retirement plan and a 409(A) non-qualified deferred compensation plan for its employees. As of June 30, 2024, there were deferred compensation liabilities of approximately $652,000, which were held under a 409(A) plan trust account secured by a company-owned life insurance policy.

v3.24.2.u1
Note 11 - Contingencies
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

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.

 

  

v3.24.2.u1
Note 12 - Operating Segments
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]

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. Additional detail about each of the reportable segments and its income and expenses is set forth below:

 

Overall Financial Results (000)

For the nine months ended June 30

 

   

Reportable Segments

                                 
   

Traditional

Business

   

Journal

Technologies

   

Corporate

income and expenses

   

Total

 
                                                                 
   

2024

   

2023

   

2024

   

2023

   

2024

   

2023

   

2024

   

2023

 

Revenues

                                                               

Advertising

  $ 6,939     $ 6,498     $ ---     $ ---     $ ---     $ ---     $ 6,939     $ 6,498  

Circulation

    3,283       3,306       ---       ---       ---       ---       3,283       3,306  

Advertising service fees and other

    2,204       2,203       ---       ---       ---       ---       2,204       2,203  

Licensing and maintenance fees

    ---       ---       20,572       17,134       ---       ---       20,572       17,134  

Consulting fees

    ---       ---       9,939       11,148       ---       ---       9,939       11,148  

Other public service fees

    ---       ---       7,121       5,870       ---       ---       7,121       5,870  

Total revenues

    12,426       12,007       37,632       34,152       ---       ---       50,058       46,159  

Operating expenses

                                                               

Salaries and employee benefits

    7,829       6,799       27,598       23,654       ---       ---       35,427       30,453  

Decrease to the long-term Supplemental Compensation accrual

    (1,380 )     (795 )     (30 )     (20 )     ---       ---       (1,410 )     (815 )

Others

    4,376       3,691       9,319       9,608       ---       ---       13,695       13,299  

Total operating expenses

    10,825       9,695       36,887       33,242       ---       ---       47,712       42,937  

Income from operations

    1,601       2,312       745       910       ---       ---       2,346       3,222  

Dividends and interest income

    ---       ---       ---       ---       5,857       7,119       5,857       7,119  

Gains on sales of marketable securities, net

    ---       ---       ---       ---       14,261       422       14,261       422  

Net unrealized gains on marketable securities

    ---       ---       ---       ---       48,211       29,934       48,211       29,934  

Net unrealized gains on non-qualified compensation plan

    ---       ---       ---       ---       173       ---       173       ---  

Interest expenses on margin loans and others

    ---       ---       ---       ---       (2,622 )     (3,085 )     (2,622 )     (3,085 )

Interest expenses on note payable collateralized by real estate

    ---       ---       ---       ---       (31 )     (35 )     (31 )     (35 )

Pretax income

    1,601       2,312       745       910       65,849       34,355       68,195       37,577  

Income tax expense

    (390 )     (595 )     (380 )     (175 )     (16,040 )     (8,870 )     (16,810 )     (9,640 )

Net income

  $ 1,211     $ 1,717     $ 365     $ 735     $ 49,809     $ 25,485     $ 51,385     $ 27,937  

Total assets

  $ 12,893     $ 15,794     $ 31,231     $ 34,143     $ 325,737     $ 316,038     $ 369,861     $ 365,975  

Capital expenditures

  $ 23     $ 70     $ ---     $ 16     $ ---     $ ---     $ 23     $ 86  

 

 

Overall Financial Results (000)

For the three months ended June 30

 

   

Reportable Segments

                                 
   

Traditional

Business

   

Journal

Technologies

   

Corporate

income and expenses

   

Total

 
                                                                 
   

2024

   

2023

   

2024

   

2023

   

2024

   

2023

   

2024

   

2023

 

Revenues

                                                               

Advertising

  $ 2,536     $ 2,304     $ ---     $ ---     $ ---     $ ---     $ 2,536     $ 2,304  

Circulation

    1,089       1,100       ---       ---       ---       ---       1,089       1,100  

Advertising service fees and other

    802       726       ---       ---       ---       ---       802       726  

Licensing and maintenance fees

    ---       ---       7,161       7,060       ---       ---       7,161       7,060  

Consulting fees

    ---       ---       3,438       4,393       ---       ---       3,438       4,393  

Other public service fees

    ---       ---       2,468       2,121       ---       ---       2,468       2,121  

Total revenues

    4,427       4,130       13,067       13,574       ---       ---       17,494       17,704  

Operating expenses

                                                               

Salaries and employee benefits

    2,656       2,300       9,413       8,517       ---       ---       12,069       10,817  

Decrease to the long-term Supplemental Compensation accrual

    (580 )     (95 )     ---       ---       ---       ---       (580 )     (95 )

Others

    1,611       1,256       3,304       3,413       ---       ---       4,915       4,669  

Total operating expenses

    3,687       3,461       12,717       11,930       ---       ---       16,404       15,391  

Income from operations

    740       669       350       1,644       ---       ---       1,090       2,313  

Dividends and interest income

    ---       ---       ---       ---       2,999       1,987       2,999       1,987  

Net unrealized gains (losses) on marketable securities

    ---       ---       ---       ---       28,018       (2,735 )     28,018       (2,735 )

Net unrealized gains on non-qualified compensation plan

    ---       ---       ---       ---       173       ---       173       ---  

Interest expenses on margin loans and others

    ---       ---       ---       ---       (435 )     (1,172 )     (435 )     (1,172 )

Interest expenses on note payable collateralized by real estate

    ---       ---       ---       ---       (10 )     (11 )     (10 )     (11 )

Pretax income (loss)

    740       669       350       1,644       30,745       (1,931 )     31,835       382  

Income tax (expense) benefit

    (190 )     (160 )     (290 )     (310 )     (8,000 )     765       (8,480 )     295  

Net income (loss)

  $ 550     $ 509     $ 60     $ 1,334     $ 22,745     $ (1,166 )   $ 23,355     $ 677  

Total assets

  $ 12,893     $ 15,794     $ 31,231     $ 34,143     $ 325,737     $ 316,038     $ 369,861     $ 365,975  

Capital expenditures

  $ ---     $ ---     $ ---     $ 12     $ ---     $ ---     $ ----     $ 12  

 

During the nine months ended June 30, 2024, the Traditional Business had total operating revenues of $12,426,000 with $9,143,000 recognized after services were provided and $3,283,000 recognized ratably over the subscription terms, as compared with total operating revenues of $12,007,000 with $8,701,000 recognized after services were provided and $3,306,000 recognized ratably over the subscription terms in the prior fiscal year period. Total operating revenues for the Company’s software business were $37,632,000 with $17,329,000 recognized upon completion of services and $20,303,000 recognized ratably over the subscription periods, as compared with total operating revenues of $34,152,000 with $16,835,000 recognized upon completion of services and $17,317,000 recognized ratably over the subscription periods in the prior fiscal year period.

 

During the three months ended June 30, 2024, the Traditional Business had total operating revenues of $4,427,000 with $3,338,000 recognized after services were provided and $1,089,000 recognized ratably over the subscription terms, as compared with total operating revenues of $4,130,000 with $3,030,000 recognized after services were provided and $1,100,000 recognized ratably over the subscription terms in the prior fiscal year period. Total operating revenues for the Company’s software business were $13,067,000 with $5,945,000 recognized upon completion of services and $7,122,000 recognized ratably over the subscription periods, as compared with total operating revenues of $13,574,000 with $6,148,000 recognized upon completion of services and $7,426,000 recognized ratably over the subscription periods in the prior fiscal year period.

 

Approximately 75% of the Company’s revenues during the nine-month period ended June 30, 2024 were derived from Journal Technologies, as compared with 74% in the prior year period. In addition, the Company’s revenues have been primarily from the United States with approximately 10% from foreign countries during the nine months ended June 30, 2024. Journal Technologies’ revenues are primarily from governmental agencies.

v3.24.2.u1
Note 13 - Subsequent Events
9 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Subsequent Events [Text Block]

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, except for the event mentioned below.

 

In July 2024, the Board approved the conversion of the consulting arrangement the Company had with Mr. Steven Myhill-Jones, the Company’s chairman and chief executive officer, to an employment relationship directly with Mr. Myhill-Jones. In addition, the Company’s Compensation Committee granted Mr. Myhill-Jones, 400 fully vested shares of the Company’s common stock and 400 restricted stock units, both under the Company’s 2024 Equity Incentive Plan.

 

  

v3.24.2.u1
Insider Trading Arrangements
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2024
Insider Trading Arr Line Items    
Material Terms of Trading Arrangement [Text Block]  

PART II

Rule 10b5-1 Arrangement Adopted [Flag] false  
Rule 10b5-1 Arrangement Terminated [Flag] false  
Non-Rule 10b5-1 Arrangement Adopted [Flag] false  
Non-Rule 10b5-1 Arrangement Terminated [Flag] false  
v3.24.2.u1
Note 8 - Investments in Marketable Securities (Tables)
9 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Available-for-Sale Securities Reconciliation [Table Text Block]
   

June 30, 2024

   

September 30, 2023

 
   

Aggregate

fair value

   

Amortized/

Adjusted

cost basis

   

Pretax

unrealized

gains

   

Aggregate

fair value

   

Amortized/

Adjusted

cost basis

   

Pretax

unrealized

gains

 

Marketable securities

                                               

Common stocks

  $ 325,021,000     $ 139,094,000     $ 185,927,000     $ 303,128,000     $ 165,412,000     $ 137,716,000  
v3.24.2.u1
Note 12 - Operating Segments (Tables)
9 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
   

Reportable Segments

                                 
   

Traditional

Business

   

Journal

Technologies

   

Corporate

income and expenses

   

Total

 
                                                                 
   

2024

   

2023

   

2024

   

2023

   

2024

   

2023

   

2024

   

2023

 

Revenues

                                                               

Advertising

  $ 6,939     $ 6,498     $ ---     $ ---     $ ---     $ ---     $ 6,939     $ 6,498  

Circulation

    3,283       3,306       ---       ---       ---       ---       3,283       3,306  

Advertising service fees and other

    2,204       2,203       ---       ---       ---       ---       2,204       2,203  

Licensing and maintenance fees

    ---       ---       20,572       17,134       ---       ---       20,572       17,134  

Consulting fees

    ---       ---       9,939       11,148       ---       ---       9,939       11,148  

Other public service fees

    ---       ---       7,121       5,870       ---       ---       7,121       5,870  

Total revenues

    12,426       12,007       37,632       34,152       ---       ---       50,058       46,159  

Operating expenses

                                                               

Salaries and employee benefits

    7,829       6,799       27,598       23,654       ---       ---       35,427       30,453  

Decrease to the long-term Supplemental Compensation accrual

    (1,380 )     (795 )     (30 )     (20 )     ---       ---       (1,410 )     (815 )

Others

    4,376       3,691       9,319       9,608       ---       ---       13,695       13,299  

Total operating expenses

    10,825       9,695       36,887       33,242       ---       ---       47,712       42,937  

Income from operations

    1,601       2,312       745       910       ---       ---       2,346       3,222  

Dividends and interest income

    ---       ---       ---       ---       5,857       7,119       5,857       7,119  

Gains on sales of marketable securities, net

    ---       ---       ---       ---       14,261       422       14,261       422  

Net unrealized gains on marketable securities

    ---       ---       ---       ---       48,211       29,934       48,211       29,934  

Net unrealized gains on non-qualified compensation plan

    ---       ---       ---       ---       173       ---       173       ---  

Interest expenses on margin loans and others

    ---       ---       ---       ---       (2,622 )     (3,085 )     (2,622 )     (3,085 )

Interest expenses on note payable collateralized by real estate

    ---       ---       ---       ---       (31 )     (35 )     (31 )     (35 )

Pretax income

    1,601       2,312       745       910       65,849       34,355       68,195       37,577  

Income tax expense

    (390 )     (595 )     (380 )     (175 )     (16,040 )     (8,870 )     (16,810 )     (9,640 )

Net income

  $ 1,211     $ 1,717     $ 365     $ 735     $ 49,809     $ 25,485     $ 51,385     $ 27,937  

Total assets

  $ 12,893     $ 15,794     $ 31,231     $ 34,143     $ 325,737     $ 316,038     $ 369,861     $ 365,975  

Capital expenditures

  $ 23     $ 70     $ ---     $ 16     $ ---     $ ---     $ 23     $ 86  
   

Reportable Segments

                                 
   

Traditional

Business

   

Journal

Technologies

   

Corporate

income and expenses

   

Total

 
                                                                 
   

2024

   

2023

   

2024

   

2023

   

2024

   

2023

   

2024

   

2023

 

Revenues

                                                               

Advertising

  $ 2,536     $ 2,304     $ ---     $ ---     $ ---     $ ---     $ 2,536     $ 2,304  

Circulation

    1,089       1,100       ---       ---       ---       ---       1,089       1,100  

Advertising service fees and other

    802       726       ---       ---       ---       ---       802       726  

Licensing and maintenance fees

    ---       ---       7,161       7,060       ---       ---       7,161       7,060  

Consulting fees

    ---       ---       3,438       4,393       ---       ---       3,438       4,393  

Other public service fees

    ---       ---       2,468       2,121       ---       ---       2,468       2,121  

Total revenues

    4,427       4,130       13,067       13,574       ---       ---       17,494       17,704  

Operating expenses

                                                               

Salaries and employee benefits

    2,656       2,300       9,413       8,517       ---       ---       12,069       10,817  

Decrease to the long-term Supplemental Compensation accrual

    (580 )     (95 )     ---       ---       ---       ---       (580 )     (95 )

Others

    1,611       1,256       3,304       3,413       ---       ---       4,915       4,669  

Total operating expenses

    3,687       3,461       12,717       11,930       ---       ---       16,404       15,391  

Income from operations

    740       669       350       1,644       ---       ---       1,090       2,313  

Dividends and interest income

    ---       ---       ---       ---       2,999       1,987       2,999       1,987  

Net unrealized gains (losses) on marketable securities

    ---       ---       ---       ---       28,018       (2,735 )     28,018       (2,735 )

Net unrealized gains on non-qualified compensation plan

    ---       ---       ---       ---       173       ---       173       ---  

Interest expenses on margin loans and others

    ---       ---       ---       ---       (435 )     (1,172 )     (435 )     (1,172 )

Interest expenses on note payable collateralized by real estate

    ---       ---       ---       ---       (10 )     (11 )     (10 )     (11 )

Pretax income (loss)

    740       669       350       1,644       30,745       (1,931 )     31,835       382  

Income tax (expense) benefit

    (190 )     (160 )     (290 )     (310 )     (8,000 )     765       (8,480 )     295  

Net income (loss)

  $ 550     $ 509     $ 60     $ 1,334     $ 22,745     $ (1,166 )   $ 23,355     $ 677  

Total assets

  $ 12,893     $ 15,794     $ 31,231     $ 34,143     $ 325,737     $ 316,038     $ 369,861     $ 365,975  

Capital expenditures

  $ ---     $ ---     $ ---     $ 12     $ ---     $ ---     $ ----     $ 12  
v3.24.2.u1
Note 4 - Right-of-use (ROU) Asset (Details Textual)
Jun. 30, 2024
USD ($)
Operating Lease, Liability $ 151,000
Office Lease Obligations Beyond One Year $ 92,000
v3.24.2.u1
Note 6 - Treasury Stock and Net Income Per Common Share (Details Textual) - USD ($)
$ in Millions
1 Months Ended 3 Months Ended 9 Months Ended
Jul. 24, 2024
Jun. 30, 2022
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Receipt of Donated Treasury Stock, Shares   3,720        
Value of Donated Treasury Shares   $ 1        
Common Stock, Shares, Outstanding     1,377,026   1,377,026  
Weighted Average Number of Shares Outstanding, Basic (in shares)     1,377,026 1,377,026 1,377,026 1,377,026
Subsequent Event [Member]            
Donated Shares, Granted 400          
v3.24.2.u1
Note 8 - Investments in Marketable Securities (Details Textual) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2022
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Sep. 30, 2023
Marketable Securities, Accumulated Unrealized Gain (Loss)     $ 185,927,000   $ 185,927,000   $ 137,716,000
Marketable Security, Unrealized Gain (Loss)     28,018,000 $ (2,735,000) 48,211,000 $ 29,934,000 29,934,000
Proceeds from Sale and Maturity of Debt Securities, Available-for-Sale $ 40,579,000 $ 2,826,000     40,579,000 2,826,000  
Marketable Security, Realized Gain (Loss) 14,261,000       14,261,000 422,000  
Debt Instrument, Face Amount     $ 27,500,000   27,500,000   $ 75,000,000
Proceeds from (Repayments of) Notes Payable         47,500,000    
Marketable Securities, Realized Gain (Loss)   422,000          
Borrowed Funds from Margin Loan Account   6,011,000          
Payments to Acquire Marketable Securities   $ 10,001,000       10,001,000  
Repayments of Other Long-Term Debt       $ 11,000 $ 47,500,000 $ 11,000  
Proceeds from Equity Method Investment, Distribution $ 2,978,000            
v3.24.2.u1
Note 8 - Investments in Marketable Securities - Summary of Investments (Details) - Common Stock [Member] - USD ($)
Jun. 30, 2024
Sep. 30, 2023
Aggregate fair value $ 325,021,000 $ 303,128,000
Adjusted cost basis 139,094,000 165,412,000
Pretax unrealized gain $ 185,927,000 $ 137,716,000
v3.24.2.u1
Note 9 - Income Taxes (Details Textual) - USD ($)
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Tax Expense (Benefit) $ 8,480,000 $ (295,000) $ 16,810,000 $ 9,640,000
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest $ 31,835,000 $ 382,000 68,195,000 37,577,000
Effective Income Tax Rate Reconciliation, Realized Gains on Marketable Securities, Amount     3,690,000 110,000
Effective Income Tax Rate Reconciliation, Unrealized Gains (Losses) on Marketable Securities, Amount     12,480,000 7,950,000
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount     50,000  
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount     1,440,000 1,890,000
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount     330,000 60,000
Effective Income Tax Rate Reconciliation, Deduction, Dividends, Amount     $ 520,000 $ 250,000
Effective Income Tax Rate Reconciliation, Percent     24.65% 25.70%
Domestic Tax Jurisdiction [Member]        
Open Tax Year     2021 2022 2023 2024  
State and Local Jurisdiction [Member]        
Open Tax Year     2020 2021 2022 2023 2024  
v3.24.2.u1
Note 10 - Debt and Commitments (Details Textual)
1 Months Ended 9 Months Ended 12 Months Ended
Apr. 30, 2022
USD ($)
ft²
Nov. 30, 2015
USD ($)
ft²
a
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Sep. 30, 2013
USD ($)
Sep. 30, 2023
USD ($)
Oct. 31, 2020
Investment Margin Account     $ 27,500,000     $ 75,000,000  
Payments to Acquire Property, Plant, and Equipment     11,000 $ 86,000      
Deferred Compensation Liability, Current and Noncurrent     652,000        
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]              
Area of Real Estate Property | ft² 17,564            
Proceeds from Sale, Land, Held-for-Use $ 381,000            
UTAH | Building [Member]              
Area of Real Estate Property | ft²   30,700          
UTAH | Land [Member]              
Area of Land | a   3.6          
Payments to Acquire Property, Plant, and Equipment   $ 1,240,000          
Margin Account [Member]              
Proceeds from Issuance of Debt         $ 29,500,000    
Investment Margin Account     $ 27,500,000        
Debt Instrument, Basis Spread on Variable Rate     0.50%        
Debt Instrument, Interest Rate, Effective Percentage     6.00%        
Real Estate Bank Loan Secured by Logan Office [Member]              
Loans Payable to Bank   $ 2,260,000 $ 1,160,000        
Long-Term Debt, Percentage Bearing Fixed Interest, Percentage Rate   4.66%         3.33%
Long-Term Debt, Term             10 years
Debt Instrument, Periodic Payment     $ 16,700        
v3.24.2.u1
Note 12 - Operating Segments (Details Textual) - USD ($)
3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenues $ 17,494,000 $ 17,704,000 $ 50,058,000 $ 46,159,000
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Non-US [Member]        
Concentration Risk, Percentage     10.00%  
Traditional Business [Member]        
Revenues 4,427,000 4,130,000 $ 12,426,000 12,007,000
Traditional Business [Member] | Transferred at Point in Time [Member]        
Revenues 3,338,000 3,030,000 9,143,000 8,701,000
Traditional Business [Member] | Transferred over Time [Member]        
Revenues 1,089,000 1,100,000 3,283,000 3,306,000
Journal Technologies [Member]        
Revenues 13,067,000 13,574,000 $ 37,632,000 $ 34,152,000
Journal Technologies [Member] | Product Concentration Risk [Member] | Revenue Benchmark [Member]        
Concentration Risk, Percentage     75.00% 74.00%
Journal Technologies [Member] | Transferred at Point in Time [Member]        
Revenues 5,945,000 6,148,000 $ 17,329,000 $ 16,835,000
Journal Technologies [Member] | Transferred over Time [Member]        
Revenues $ 7,122,000 $ 7,426,000 $ 20,303,000 $ 17,317,000
v3.24.2.u1
Note 12 - Operating Segments - Summarized Financial Information for Reportable Segments (Details) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Mar. 31, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Jun. 30, 2024
Jun. 30, 2023
Sep. 30, 2023
Revenues   $ 17,494,000     $ 17,704,000     $ 50,058,000 $ 46,159,000  
Salaries and employee benefits   12,069,000     10,817,000     35,427,000 30,453,000  
Decrease to the long-term supplemental compensation accrual   (580,000)     (95,000)     (1,410,000) (815,000)  
Others   4,915,000     4,669,000     13,695,000 13,299,000  
Total operating expenses   16,404,000     15,391,000     47,712,000 42,937,000  
Income from operations   1,090,000     2,313,000     2,346,000 3,222,000  
Dividends and interest income   2,999,000     1,987,000     5,857,000 7,119,000  
Gains on sales of marketable securities, net $ 14,261,000             14,261,000 422,000  
Net unrealized gains (losses) on marketable securities   28,018,000     (2,735,000)     48,211,000 29,934,000 $ 29,934,000
Net unrealized gains on non-qualified compensation plan   173,000     0     173,000 0  
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest   31,835,000     382,000     68,195,000 37,577,000  
Income tax provisions   (8,480,000)     295,000     (16,810,000) (9,640,000)  
Net income   23,355,000 $ 15,415,000 $ 12,615,000 677,000 $ 9,433,000 $ 17,827,000 51,385,000 27,937,000  
Total assets   369,861,000     365,975,000     369,861,000 365,975,000 $ 354,860,000
Capital expenditures         12,000     23,000 86,000  
Margin Account [Member]                    
Interest expense on margin loans and others   (435,000)     (1,172,000)     (2,622,000) (3,085,000)  
Real Estate Bank Loan Secured by Logan Office [Member]                    
Interest expense on margin loans and others   (10,000)     (11,000)     (31,000) (35,000)  
Advertising [Member]                    
Revenues   2,536,000     2,304,000     6,939,000 6,498,000  
Subscription and Circulation [Member]                    
Revenues   1,089,000     1,100,000     3,283,000 3,306,000  
Advertising Service Fees and Other [Member]                    
Revenues   802,000     726,000     2,204,000 2,203,000  
License and Maintenance [Member]                    
Revenues   7,161,000     7,060,000     20,572,000 17,134,000  
Consulting Fees [Member]                    
Revenues   3,438,000     4,393,000     9,939,000 11,148,000  
Service, Other [Member]                    
Revenues   2,468,000     2,121,000     7,121,000 5,870,000  
Operating Segments [Member]                    
Revenues               12,426,000 12,007,000  
Salaries and employee benefits               7,829,000 6,799,000  
Decrease to the long-term supplemental compensation accrual               (1,380,000) (795,000)  
Total operating expenses               10,825,000 9,695,000  
Income from operations               1,601,000 2,312,000  
Income tax provisions               (390,000) (595,000)  
Total assets   12,893,000     15,794,000     12,893,000 15,794,000  
Capital expenditures               23,000 70,000  
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]                    
Dividends and interest income   2,999,000     1,987,000     5,857,000 7,119,000  
Gains on sales of marketable securities, net               14,261,000 422,000  
Net unrealized gains (losses) on marketable securities   28,018,000     (2,735,000)     48,211,000 29,934,000  
Net unrealized gains on non-qualified compensation plan   173,000           173,000    
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest   30,745,000     (1,931,000)     65,849,000 34,355,000  
Income tax provisions   (8,000,000)     765,000     (16,040,000) (8,870,000)  
Net income   22,745,000     (1,166,000)     49,809,000 25,485,000  
Total assets   325,737,000     316,038,000     325,737,000 316,038,000  
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member] | Margin Account [Member]                    
Interest expense on margin loans and others   (435,000)     (1,172,000)     (2,622,000) (3,085,000)  
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member] | Real Estate Bank Loan Secured by Logan Office [Member]                    
Interest expense on margin loans and others   (10,000)     (11,000)     (31,000) (35,000)  
Traditional Business [Member]                    
Revenues   4,427,000     4,130,000     12,426,000 12,007,000  
Traditional Business [Member] | Operating Segments [Member]                    
Revenues   4,427,000     4,130,000          
Salaries and employee benefits   2,656,000     2,300,000          
Decrease to the long-term supplemental compensation accrual   (580,000)     (95,000)          
Others   1,611,000     1,256,000          
Total operating expenses   3,687,000     3,461,000          
Income from operations   740,000     669,000          
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest   740,000     669,000          
Income tax provisions   (190,000)     (160,000)          
Net income   550,000     509,000          
Total assets   12,893,000     15,794,000     12,893,000 15,794,000  
Traditional Business [Member] | Operating Segments [Member] | Advertising [Member]                    
Revenues   2,536,000     2,304,000     6,939,000 6,498,000  
Traditional Business [Member] | Operating Segments [Member] | Subscription and Circulation [Member]                    
Revenues   1,089,000     1,100,000     3,283,000 3,306,000  
Traditional Business [Member] | Operating Segments [Member] | Advertising Service Fees and Other [Member]                    
Revenues   802,000     726,000     2,204,000 2,203,000  
Journal Technologies [Member]                    
Revenues   13,067,000     13,574,000     37,632,000 34,152,000  
Journal Technologies [Member] | Operating Segments [Member]                    
Revenues   13,067,000     13,574,000     37,632,000 34,152,000  
Salaries and employee benefits   9,413,000     8,517,000     27,598,000 23,654,000  
Decrease to the long-term supplemental compensation accrual               (30,000) (20,000)  
Others   3,304,000     3,413,000     9,319,000 9,608,000  
Total operating expenses   12,717,000     11,930,000     36,887,000 33,242,000  
Income from operations   350,000     1,644,000     745,000 910,000  
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest   350,000     1,644,000          
Income tax provisions   (290,000)     (310,000)     (380,000) (175,000)  
Net income   60,000     1,334,000          
Total assets   31,231,000     34,143,000     31,231,000 34,143,000  
Capital expenditures         12,000       16,000  
Journal Technologies [Member] | Operating Segments [Member] | License and Maintenance [Member]                    
Revenues   7,161,000     7,060,000     20,572,000 17,134,000  
Journal Technologies [Member] | Operating Segments [Member] | Consulting Fees [Member]                    
Revenues   3,438,000     4,393,000     9,939,000 11,148,000  
Journal Technologies [Member] | Operating Segments [Member] | Service, Other [Member]                    
Revenues   $ 2,468,000     $ 2,121,000     $ 7,121,000 $ 5,870,000  
v3.24.2.u1
Note 13 - Subsequent Events (Details Textual) - Chief Executive Officer [Member] - Subsequent Event [Member]
1 Months Ended
Jul. 31, 2024
shares
Stock Issued During Period, Shares, Issued for Services 400
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted 400

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