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

Rhea-AI Summary

Daily Journal Corporation (NASDAQ:DJCO) has issued a press release addressing recent allegations from Buxton Helmsley USA and its CEO Alexander E. Parker regarding the company's software development cost accounting practices. The controversy centers around Parker's claim that DJCO should capitalize rather than expense software development costs, potentially unlocking "$160+ million in incremental equity value."

Parker demanded $24 million worth of company equity as compensation and two board seats. After DJCO's Audit Committee decided to engage an independent accounting consultant instead, Parker escalated by reporting the company to the SEC's Enforcement Division and calling for the resignation of DJCO's CEO and CFO.

The company maintains its current accounting practices are correct and have been reviewed by three different national accounting firms. DJCO has proactively reached out to the SEC to discuss their software development accounting practices.

Positive

• Company demonstrates strong corporate governance by engaging independent accounting consultant for review
• Transparent disclosure of all correspondence and proactive communication with SEC
• Company's accounting practices have been validated by three different national accounting firms

Negative

• Potential regulatory scrutiny following SEC complaint
• Management stability concerns amid calls for CEO and CFO resignation
• Disputed accounting practices could impact financial statements if changes are required

Insights

Corporate Governance Analyst

Daily Journal rebuffs unsolicited demand from unregistered advisor seeking compensation and board seats over accounting dispute.

Daily Journal Corporation (DJCO) has issued a firm response to what appears to be a concerning governance situation. The company received correspondence from Alexander E. Parker of Buxton Helmsley USA, Inc., who claimed DJCO should capitalize rather than expense its software development costs under GAAP. Parker suggested this accounting change would $160+ million in "incremental equity value."

What makes this situation particularly noteworthy is Parker's accompanying demands: $24 million in company equity (effectively 15% of any stock price increase), plus two board seats. DJCO's response highlights several red flags about Parker's credentials - neither he nor Buxton Helmsley appears registered with the SEC as investment advisers, and FINRA records contradict his claimed licensing status.

The company emphasizes it has consistently disclosed its software development cost accounting practices for over a decade, with three different national accounting firms reviewing this approach without issue. Rather than acquiescing to Parker's demands, DJCO's Audit Committee sensibly opted to engage an independent accounting consultant. This decision apparently triggered escalation from Parker, who subsequently reported the company to the SEC's Enforcement Division and demanded the resignation of both the CEO and CFO.

DJCO's proactive disclosure demonstrates strong governance practices. The board's measured response - engaging independent verification rather than yielding to potentially self-interested demands - represents appropriate fiduciary duty. The company's transparency in publishing Parker's correspondence and preemptively contacting the SEC suggests confidence in its accounting practices and commitment to proper disclosure.

Financial Accounting Expert

DJCO defends expensing software costs vs. capitalization demand from unregistered advisor seeking compensation.

The accounting dispute at the center of this disclosure focuses on ASC 985-20, which governs accounting for software development costs. The controversy stems from Daily Journal's practice of expensing rather than capitalizing these costs for its eSeries® product line. While capitalizing costs would indeed boost short-term earnings and balance sheet assets (as development expenses would be recorded as assets and amortized over time rather than immediately reducing profits), DJCO maintains its current approach is appropriate.

The accounting standard requires a "continuous facts-and-circumstances analysis," meaning the appropriate treatment depends on specific details about the software development process and life cycle. Companies typically must demonstrate technological feasibility before capitalizing costs, which can be subjective. Daily Journal notes its approach has been consistently reviewed during annual audits by three different national accounting firms without objection.

Parker's assertion that changing the accounting method would "unlock" $160+ million in equity value misrepresents how markets typically respond to accounting policy changes. While capitalizing costs would improve near-term financial metrics, sophisticated investors generally see through such non-cash accounting changes, particularly when the company has been transparent about its practices for years.

The reference to Charles Munger's likely position on "creating value through accounting" suggests DJCO has historically favored conservative accounting that prioritizes economic reality over near-term financial appearances - a stance typically valued by long-term investors. The Audit Committee's decision to engage an independent accounting consultant demonstrates appropriate diligence in validating their practices without yielding to external pressure.

Contact: Jessica Marshall                                 (778)716-6706

LOS ANGELES, July 31, 2025 (GLOBE NEWSWIRE) -- Daily Journal Corporation is issuing this press release to provide additional public access to the Form 8-K it filed earlier this week with the Securities and Exchange Commission in response to the incredible interest in our software accounting expressed by Buxton Helmsley USA, Inc. and its Chairman and CEO, Alexander E. Parker. Below is the text of our Form 8-K. You can also visit our website at https://ir.dailyjournal.com for copies of Mr. Parker’s correspondence.

Item 8.01 Other Events.

Two weeks ago, we received a letter from Alexander E. Parker at a firm called Buxton Helmsley USA, Inc. The letter said Daily Journal Corporation (the “Company”) should be capitalizing software development costs instead of expensing them under GAAP, and that doing so would “unlock $160+ million in incremental equity value” for shareholders. Mr. Parker then asked for a consulting engagement that would pay him $24 million worth of Company equity if the stock price increased by that amount for any reason (i.e., $.15 of every dollar), and he asked for two seats on the Company’s Board of Directors. His initial July 14 letter is attached as Exhibit 99.1, and his follow-up letter dated July 18 (demanding an emergency Board meeting) is attached as Exhibit 99.2.

According to the SEC’s website, neither Mr. Parker nor Buxton Helmsley is registered as an investment adviser with the SEC. The Buxton Helmsley website says that Mr. Parker is licensed by FINRA, but according to the FINRA website, he is not registered as a broker or investment adviser. His LinkedIn page says that Mr. Parker attended Mercy University from 2014 to 2016.

Mr. Parker seems to fancy himself a whistleblower, but the Company has been disclosing its practice of expensing software development costs and the reasons for that in its public filings for more than a decade. Nothing is hidden. The Company is well aware of the accounting rules under ASC 985-20, Costs of Software to be Sold, Leased, or Otherwise Marketed, and those rules require a continuous facts-and-circumstances analysis. The Company believes the accounting for its eSeries® product line development efforts is, and has been, correct. Furthermore, the Company’s approach has been reviewed as part of the annual audit without issue by three different national accounting firms since those development efforts began.

Mr. Parker is right that if the Company capitalized those costs, it would boost near-term earnings and asset values by reducing the Company’s expenses and shifting them to the balance sheet. Anyone who knew our longtime Chairman, Charles T. Munger, knows what his thoughts would have been on the idea of “creating value” through accounting.

Nonetheless, the Board and its Audit Committee decided to take this opportunity to engage an independent accounting consultant to make sure the Company is accounting for software development costs correctly. And that’s when Mr. Parker’s game became clear.

On July 23, one day after being informed of the decision to engage an independent accounting firm rather than Buxton Helmsley, Mr. Parker fired back a letter saying that only Buxton Helmsley was qualified to “restore trust” while at the same time notifying us that he was reporting the Company to the Enforcement Division of the SEC. That letter is attached as Exhibit 99.3. You should read it.

We suspect Mr. Parker will learn with age and experience that few people want to work with someone who presents himself this way. Even fewer want to work with someone who reports them to the government when he doesn’t get what he wants! Also, we’ve already reached out to the SEC staff and have offered to discuss with them the Company’s software development accounting and/or Mr. Parker, should they so desire.

Finally, we are attaching an email chain with Mr. Parker as Exhibit 99.4, and Mr. Parker’s fourth letter, this one dated July 25, as Exhibit 99.5. This most recent letter is addressed to Company stockholders and calls for the immediate resignation of both the Company’s CEO and its CFO. Remember, all that’s happened here is that the Company’s Audit Committee decided to engage an independent accounting consultant instead of him! After considering Mr. Parker’s analysis, his demand for equity compensation and his threats should the Company challenge him (see page 5 of the July 23 letter in particular), we suspect Company shareholders will agree that the Audit Committee made a prescient and wise decision in not “partnering” with Mr. Parker.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Letter from Buxton Helmsley USA, Inc., dated July 14, 2025.
99.2 Letter from Buxton Helmsley USA, Inc., dated July 18, 2025.
99.3 Letter from Buxton Helmsley USA, Inc., dated July 23, 2025.
99.4 Various correspondence Alexander E. Parker between July 14 and July 23, 2025.
99.5 Letter from Buxton Helmsley USA, Inc., dated July 25, 2025.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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FAQ

What allegations has Buxton Helmsley made against Daily Journal Corporation (DJCO)?

Buxton Helmsley alleges that DJCO should be capitalizing software development costs instead of expensing them, claiming this would unlock $160+ million in incremental equity value. They demanded $24 million in equity compensation and two board seats.

How has Daily Journal Corporation (DJCO) responded to the accounting practice allegations?

DJCO has maintained their accounting practices are correct, engaged an independent accounting consultant for review, and proactively reached out to the SEC. They noted their practices have been reviewed by three different national accounting firms.

What are the potential implications of the SEC complaint against Daily Journal Corporation?

While the impact is yet to be determined, DJCO has proactively contacted the SEC to discuss their software development accounting practices. The company maintains their current accounting approach is correct and transparent.

Who is Alexander E. Parker and what is his role in the DJCO controversy?

Alexander E. Parker is the Chairman and CEO of Buxton Helmsley USA, Inc. He initiated the controversy by demanding changes to DJCO's accounting practices, requesting $24 million in equity compensation, and later reporting the company to the SEC when his demands weren't met.

What is the current status of Daily Journal Corporation's management team?

Despite calls from Buxton Helmsley for the resignation of DJCO's CEO and CFO, the management team remains in place. The company's Audit Committee has opted to engage an independent accounting consultant to review their practices.