Daily Journal Corporation Provides Additional Public Access to its New Form 8-K

Rhea-AI Summary

Daily Journal Corporation (NASDAQ:DJCO) has issued a press release addressing allegations from Buxton Helmsley USA, Inc. (BuHeUI) regarding its software accounting practices. The company firmly refutes claims made by BuHeUI's CEO Alexander E. Parker, who alleged DJCO was improperly expensing software development costs instead of capitalizing them under ASC 985-20.

The company's Audit Committee, along with accountants and third-party experts, confirmed that DJCO's current accounting practices are correct. The company explained that while some software companies capitalize costs under ASC 350-40 for internal-use software, DJCO's products primarily involve licensed software delivered to customers, making ASC 985-20 the appropriate standard. The company maintains that Parker's analysis was fundamentally flawed, including his misinterpretation of practices at Tyler Technologies and Galaxy Gaming.

Positive

• Company's Audit Committee, accountants, and third-party experts validate current accounting practices
• Clear explanation and transparency regarding accounting standards and practices
• Strong governance demonstrated through thorough review of allegations

Negative

• Ongoing dispute with activist investor could divert management attention
• Multiple regulatory complaints filed against the company, despite being based on incorrect assumptions

LOS ANGELES, Aug. 14, 2025 (GLOBE NEWSWIRE) -- Daily Journal Corporation is issuing this press release to provide additional public access to the Form 8-K it filed earlier today with the Securities and Exchange Commission in response to the continued interest in our software accounting from Buxton Helmsley USA, Inc. and its Chairman and CEO, Alexander E. Parker. Below is the text of our Form 8-K.

Item 8.01 Other Events.

In July, the Company started receiving letters from an investment adviser called Buxton Helmsley USA, Inc. (“BuHeUI”) alleging that the Company has been improperly expensing its software development costs and should be capitalizing them under the accounting requirements set forth in ASC 985-20, Costs of Software to be Sold, Leased or Marketed (“ASC 985-20”).  According to BuHeUI and its Chairman and CEO, Alexander E. Parker, switching from expensing development costs to capitalizing them would unlock value for Company shareholders, and he demanded a 15% share in the appreciation of the Company’s stock price as compensation for his idea.  He pointed to Tyler Technologies and Galaxy Gaming as proof that other software companies “properly comply” with ASC 985-20 by capitalizing their development costs.

Simply stated, Mr. Parker got it wrong. Following receipt of his initial letters, the Audit Committee of the Board re-reviewed the applicable accounting guidance and the Company’s practices with its accountants and with third party experts. All agree that the Company has been correctly accounting for its software development costs in accordance with ASC 950-20. 

To understand Mr. Parker’s mistake requires a brief explanation of the relevant accounting standards. Historically, most software companies accounted for development costs under ASC 985-20, which establishes the requirements a company must meet to capitalize those costs when associated with software to be sold or licensed to a third party.

A company is only allowed to capitalize costs incurred during the period after the technological feasibility of the software has been established and prior to its general release. Ironically, one of the main accounting concerns in the past had been that companies would capitalize too much and too soon, because it helped improve their short-term earnings by reducing expenses and moving them to the balance sheet (or, as Mr. Parker might say, “unlocking value”).

Moreover, the process of software development has substantially evolved at many companies since the initial ASC 985-20 guidance was issued, with most companies now applying an agile software development methodology that emphasizes iterative development in a continually changing environment. This results in the capitalization window between technological feasibility and general release to be so short that few companies incur any material amount of costs that would qualify for capitalization. The Company’s software products and our agile development efforts are in that camp.

In addition, with the growing popularity of software-as-a-service (or “SaaS”), companies that make predominately SaaS software take the position that their software is being developed for “internal use” because their customers are purchasing access to a hosted product, rather than actually receiving the software.  This is important because “internal use” software is accounted for under an entirely different accounting standard: ASC 350-40, Internal Use Software (“ASC 350-40”).  You should expect to see more capitalized costs for a SaaS company taking this position because ASC 350-40 provides that eligible costs can be capitalized over a typically much longer development window compared to the short window for “external use” software (like ours) under ASC 985-20.

Neither Galaxy Gaming nor Tyler Technologies expressly states in its public filings which accounting guidance it used to capitalize costs, and we suspect Mr. Parker simply assumed it was ASC 985-20.  He appears to have been mistaken. Galaxy refers in its 10-K to “internally developed software” in its consolidated statements of cash flows, and Tyler refers in its 10-K to the “amortization of software development for internal use” in its G&A expenses. This means, in both cases, that they are likely capitalizing costs for “internal use software” under ASC 350-40 – not ASC 985-20. And, yes, the Company does offer some SaaS enhancements to our eSeries products, but the Company would not qualify for ASC 350-40 treatment because the vast majority of our software continues to be licensed to customers (almost entirely courts and government agencies) to whom we deliver the software, with those customers arranging for hosting based on their own security and operational needs.

Lest there be any doubt, the Company has and will continue to expense development costs when that is the proper thing to do, and it will capitalize any such costs in the future when that is the proper thing to do.  It will also disclose any specific R&D costs separate and apart from other expenses, if material.

Mr. Parker may never admit that he was wrong or that he simply misunderstood why other software companies are capitalizing development costs, given that they appear to be using a completely different accounting standard than the one cited in each of his nine letters so far.  At a minimum, he should be embarrassed for demanding compensation from the Company, alleging securities law violations, calling for the resignations of the CEO and CFO, insisting on being given two Board seats, reporting the Company to the enforcement division of the SEC, referring the Company’s auditor to the Public Company Accounting Oversight Board, alleging wild conflicts of interest by our directors, and falsely claiming defamation – all based on a mistake.

Mr. Munger once offered some sage advice that may be useful for Mr. Parker, who is currently advertising on his website for new investors to entrust their money with him and his approach: 

“There’s no way that you can live an adequate life without many mistakes.  In fact, one trick in life is to get so you can handle mistakes.  Failure to handle psychological denial is a common way for people to go broke.”

On behalf of its shareholders, the Company calls on Mr. Parker to do the right thing and end his misplaced, self-serving attacks on the Company and its people, so that they can focus their attention on unlocking actual business value.

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Contact: Jessica Marshall  (778) 716-6706

FAQ

What allegations did Buxton Helmsley make against Daily Journal Corporation (DJCO)?

Buxton Helmsley alleged that DJCO was improperly expensing software development costs instead of capitalizing them under ASC 985-20, demanding a 15% share in stock price appreciation as compensation for this idea.

How did Daily Journal Corporation (DJCO) respond to the software accounting allegations?

DJCO's Audit Committee, accountants, and third-party experts reviewed the allegations and confirmed the company's current accounting practices are correct, explaining that ASC 985-20 is the appropriate standard for their primarily licensed software business.

What is the difference between ASC 985-20 and ASC 350-40 accounting standards?

ASC 985-20 applies to software sold or licensed to third parties, with a short capitalization window between technological feasibility and release. ASC 350-40 applies to internal-use software and SaaS products, typically allowing for a longer development cost capitalization window.

Why does Daily Journal Corporation (DJCO) not capitalize software development costs like Tyler Technologies?

DJCO explains that unlike Tyler Technologies, which appears to use ASC 350-40 for internal-use software, DJCO's software is primarily licensed and delivered to customers who arrange their own hosting, making ASC 985-20 the appropriate standard.

What actions did Buxton Helmsley take against Daily Journal Corporation (DJCO)?

Buxton Helmsley sent nine letters, demanded Board seats, called for CEO/CFO resignations, reported DJCO to the SEC enforcement division, referred their auditor to the Public Company Accounting Oversight Board, and alleged conflicts of interest - all based on their misunderstanding of accounting standards.