Daily Journal Corporation (DJCO) swings to loss as securities fall but software revenue climbs
Rhea-AI Filing Summary
Daily Journal Corporation reported consolidated nine‑month revenue of $69.2 million, up 16.8% from the prior year, driven mainly by Journal Technologies. That software segment grew revenue to $55.6 million and pretax income to $9.8 million, helped by higher licensing, consulting, and e‑filing public service fees.
Despite operating profit of $8.7 million, large non‑cash market swings produced a net loss of $53.5 million, versus prior‑year net income of $70.0 million. The company recorded $87.0 million of unrealized losses on marketable securities, compared with $84.3 million of unrealized gains a year earlier. Marketable securities still had $405.96 million fair value and $266.9 million cumulative unrealized gains as of June 30, 2026.
Operating cash flow strengthened to $12.9 million, supporting a margin loan paydown to $20.0 million and working capital of $424.1 million. However, management continues to report material weaknesses in internal control over financial reporting, and disclosure controls were deemed not effective as of June 30, 2026 while remediation testing continues.
Positive
- Revenue rose 16.8% to $69.2 million year‑to‑date, with Journal Technologies contributing most of the growth across licensing, consulting, and public service fees.
- Journal Technologies pretax income increased to $9.8 million from $4.7 million, reflecting operating leverage on its higher revenue base.
- Operating cash flow improved to $12.9 million from $8.8 million, supporting debt repayment and providing internally generated liquidity.
- Margin loan borrowings were reduced to $20.0 million, down from $22.0 million, slightly lowering financial leverage tied to the investment portfolio.
Negative
- Unrealized losses of $87.0 million on marketable securities drove a swing to a nine‑month net loss of $53.5 million from $70.0 million net income a year earlier.
- Marketable securities are concentrated in six companies and collateralize a $20.0 million margin loan, exposing results and liquidity to market volatility and potential margin calls.
- Material weaknesses in internal control over financial reporting related to segregation of duties and revenue recognition remain unresolved, and disclosure controls were deemed ineffective.
- Other general and administrative expenses more than doubled to $8.7 million year‑to‑date, driven by higher accounting, legal, proxy, and modernization‑related costs that management expects to remain elevated near term.
Filing Explained
The building sale remains incomplete, while vested restricted stock units increased reported shares outstanding and reduced existing holders’ percentage ownership.
As a Form 10-Q, this filing provides an unaudited quarterly update; it reports that the Los Angeles building remains held for sale, with no closing completed and due diligence ongoing.
The filing reports 1,805,179 issued shares and 1,377,752 outstanding shares at June 30, 2026, versus 1,805,053 and 1,377,426, respectively, at September 30, 2025, after restricted stock units vested. Under the supplied definition, issuing additional shares reduces existing holders’ percentage ownership absent offsetting changes.
The building had a
Key Figures
Key Terms
deferred revenue financial
unrealized gains (losses) on marketable securities financial
material weaknesses in internal control over financial reporting regulatory
margin loan financial
other public service fees financial
Earnings Snapshot
FAQ
How did Daily Journal Corporation (DJCO) perform financially for the nine months ended June 30, 2026?
What drove growth at Journal Technologies for DJCO in the latest period?
Why did DJCO report a large net loss despite positive operating income?
What is the status of Daily Journal Corporation’s marketable securities portfolio?
Does Daily Journal Corporation (DJCO) still have internal control issues?
How strong is DJCO’s liquidity and debt position as of June 30, 2026?
What are the key trends in DJCO’s Traditional Business segment?
AI-generated analysis. How Rhea-AI works. Not financial advice.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No.
DAILY JOURNAL CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
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(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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Table of Contents
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Smaller reporting company | |
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
As of August 7, 2026, there were outstanding
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Table of Contents
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PART I |
FINANCIAL INFORMATION |
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Item 1. |
Financial Statements (Unaudited) |
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Condensed Consolidated Balance Sheets – June 30, 2026 and September 30, 2025 |
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Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) - Three and Nine months ended June 30, 2026 and 2025 |
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Condensed Consolidated Statements of Stockholders’ Equity - Nine months ended June 30, 2026 and 2025 |
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Condensed Consolidated Statements of Cash Flows - Nine months ended June 30, 2026 and 2025 |
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Notes to Condensed Consolidated Financial Statements |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. |
Controls and Procedures |
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PART II |
OTHER INFORMATION |
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Item 6. |
Exhibits |
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Disclosure Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Certain statements contained in this document, including but not limited to those in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are “forward-looking” statements that involve risks and uncertainties that may cause actual future events or results to differ materially from those described in the forward-looking statements. Words such as “expects,” “intends,” “anticipates,” “should,” “believes,” “will,” “plans,” “estimates,” “may,” variations of such words and similar expressions are intended to identify such forward-looking statements. We disclaim any intention or obligation to revise any forward-looking statements whether as a result of new information, future developments, or otherwise. There are many factors that could cause actual results to differ materially from those contained in the forward-looking statements. These factors include, among others: risks associated with software development and implementation efforts, and disruptive new technologies like artificial intelligence; Journal Technologies’ reliance on professional services engagements with justice agencies; material changes in the costs of postage and paper; additional possible changes in the law, particularly changes limiting or eliminating the requirements for public notice advertising; possible loss of the adjudicated status of the Company’s newspapers and their legal authority to publish public notice advertising; a decline in subscriber revenues; possible security breaches of the Company’s software or websites; changes in accounting guidance; material weaknesses in the Company’s internal control over financial reporting; and declines in the market prices of the securities owned by the Company. In addition, such statements could be affected by general industry and market conditions, general economic conditions (particularly in California) and other factors. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed in this Form 10-Q, including in conjunction with the forward-looking statements themselves. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in documents filed by the Company with the Securities and Exchange Commission.
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Table of Contents
DAILY JOURNAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands except share amounts)
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ASSETS |
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Current assets: |
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Restricted cash |
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Marketable securities at fair value |
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Accounts receivable, net |
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Prepaid expenses and other current assets |
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Assets held for sale |
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Total current assets |
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Property and equipment, net |
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Non-qualified deferred compensation plan – trust account asset value |
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Total assets |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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Accrued liabilities |
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Note payable collateralized by real estate |
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Income taxes payable |
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Deferred revenue |
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Total current liabilities |
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Investment margin account borrowings |
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Long-term note payable collateralized by real estate |
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Long-term deferred revenue |
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Long-term accrued liabilities |
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Accrued non-qualified deferred compensation |
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Deferred income taxes |
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Total liabilities |
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Commitments and contingencies (Note 8) |
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Stockholders’ Equity |
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Common stock, $ par value; shares authorized; and shares issued, and and treasury shares, and and shares outstanding as of June 30, 2026 and September 30, 2025, respectively. |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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Retained earnings |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
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Table of Contents
DAILY JOURNAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(in thousands, except share and per share amounts)
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| Three Months Ended June 30, |
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| Nine Months Ended June 30, |
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Revenues |
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Advertising |
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Circulation |
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Licensing and maintenance fees |
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Consulting fees |
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Other public service fees |
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Total revenues |
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Operating expenses: |
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Salaries and employee benefits |
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Agency commissions |
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Outside services |
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Postage and delivery expenses |
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Newsprint and printing expenses |
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Equipment maintenance and software |
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Credit card merchant discount fees |
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Other general and administrative expenses |
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Total operating expenses |
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Income from operations |
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Other income (expense) |
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Dividends and interest income |
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Net unrealized gains (losses) on marketable securities |
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Net unrealized gains (losses) on non-qualified compensation plan |
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Interest expense |
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Other income |
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Income (loss) before taxes |
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Income tax benefit (expense) |
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Net income (loss) |
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Other comprehensive loss: |
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Foreign currency translation adjustments |
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Net income (loss) and comprehensive income (loss) |
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Earnings (losses) per share: |
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Basic |
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Diluted |
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Shares used in computing earnings (losses) per share: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Table of Contents
DAILY JOURNAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(in thousands, except share amounts)
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| Additional |
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Balance as of September 30, 2024 |
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Stock-based compensation |
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Net income |
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Balance as of December 31, 2024 |
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Stock-based compensation |
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Net income |
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Balance as of March 31, 2025 |
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Stock-based compensation |
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Net income |
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Balance as of June 30, 2025 |
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Balance as of September 30, 2025 |
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Issuance of common stock upon vesting of restricted stock units |
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Stock-based compensation |
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Net loss |
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Balance as of December 31, 2025 |
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Issuance of common stock upon vesting of restricted stock units |
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Stock-based compensation |
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Foreign currency translation adjustment |
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Net loss |
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Balance as of March 31, 2026 |
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| $ |
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Issuance of common stock upon vesting of restricted stock units |
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| — |
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| — |
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Stock-based compensation |
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| — |
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Foreign currency translation adjustment |
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Net loss |
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Balance as of June 30, 2026 |
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|
| ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
|
|
|
| |||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Table of Contents
DAILY JOURNAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
|
| Nine Months Ended June 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Cash flows from operating activities |
|
|
| |
|
|
| |
Net income (loss) |
| $ | ( | ) |
| $ |
| |
Adjustments to reconcile net income (loss) to net cash provided by operating activities |
|
|
| |
|
|
| |
Stock-based compensation |
|
|
|
|
|
| ||
Depreciation and amortization |
|
|
|
|
|
| ||
Net unrealized (gains) losses on marketable securities |
|
|
|
|
| ( | ) | |
Deferred income taxes |
|
| ( | ) |
|
|
| |
Changes in operating assets and liabilities: |
|
|
| |
|
|
| |
Accounts receivable, net |
|
|
|
|
| ( | ) | |
Income tax receivable |
|
|
|
|
|
| ||
Prepaid expenses and other assets |
|
| ( | ) |
|
| ( | ) |
Accounts payable |
|
|
|
|
|
| ||
Accrued liabilities, including non-qualified deferred compensation |
|
| ( | ) |
|
|
| |
Income taxes payable |
|
|
|
|
|
| ||
Deferred revenue |
|
|
|
|
| ( | ) | |
Net cash provided by operating activities |
|
|
|
|
|
| ||
|
|
|
| |
|
|
| |
Cash flows from investing activities |
|
|
| |
|
|
| |
Purchases of property, plant and equipment, net |
|
| ( | ) |
|
|
| |
Net cash used in investing activities |
|
| ( | ) |
|
|
| |
|
|
|
| |
|
|
| |
Cash flows from financing activities |
|
|
| |
|
|
| |
Repayment of margin loan borrowing |
|
| ( | ) |
|
| ( | ) |
Payment of real estate loan principal |
|
| ( | ) |
|
| ( | ) |
Net cash used in financing activities |
|
| ( | ) |
|
| ( | ) |
Effect of exchange rate changes on cash and cash equivalents |
|
| ( | ) |
|
|
| |
Net increase in cash and cash equivalents and restricted cash |
|
|
|
|
|
| ||
|
|
|
| |
|
|
| |
Cash and cash equivalents and restricted cash at beginning of period |
|
|
| |
|
|
| |
Cash and cash equivalents |
|
|
|
|
|
| ||
Restricted cash |
|
|
|
|
|
| ||
Cash and cash equivalents and restricted cash at end of period |
| $ |
|
| $ |
| ||
|
|
|
| |
|
|
| |
Interest paid during the period |
| $ |
|
| $ |
| ||
Income taxes paid (refunded) during the period |
| $ |
|
| $ | ( | ) | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
Table of Contents
DAILY JOURNAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
Note 1. The Corporation and Operations
Daily Journal Corporation publishes newspapers and websites covering California and Arizona and produces several specialized information services and also serves as a newspaper representative specializing in public notice advertising (collectively comprising the “Traditional Business”). Daily Journal Corporation, along with its wholly owned subsidiaries, are referred to as the “Company” or “Daily Journal”.
Journal Technologies, Inc. (“Journal Technologies”), a wholly owned subsidiary of Daily Journal, supplies case management software systems and related products to courts, prosecutor and public defender offices, probation departments and other justice agencies, including administrative law organizations, city and county governments and bar associations. These organizations use the Journal Technologies family of products to help manage cases and information electronically, to interface with other critical justice partners and to extend electronic services to the public, including e-filing and a website to pay traffic citations and fees online. These products are licensed or subscribed to in approximately 37 states and internationally.
Essentially all of the Company’s U.S. operations are based in California and Utah. The Company also has a presence in Australia where Journal Technologies maintains three software installation projects and in British Columbia, Canada, where the Company, through Journal Technologies, operates a wholly owned subsidiary, Journal Technologies (Canada), Inc.
Note 2. Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete annual financial statements.
The unaudited condensed consolidated financial statements include the accounts of Daily Journal Corporation and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the Company’s financial position as of June 30, 2026, the results of operations for the three and nine months ended June 30, 2026, and stockholders’ equity and cash flows for the nine months ended June 30, 2026. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the full fiscal year ending September 30, 2026 or for any other interim period.
The accompanying condensed consolidated balance sheets present the Company's financial position as of June 30, 2026 (unaudited) and September 30, 2025. The latter was derived from the Company's audited consolidated financial statements included in the Company’s Annual Report on Form 10-K. These interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in that Annual Report.
Reclassifications:
Certain reclassifications of previously reported amounts have been made to conform to the current period presentation of the accompanying unaudited condensed consolidated financial statements. These reclassifications had no effect on previously reported total assets, total liabilities, stockholders' equity, total revenues, net income (loss) or cash flows.
9
Table of Contents
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, restricted cash, marketable securities and accounts receivable. The Company’s cash, cash equivalents and restricted cash are held at financial institutions where account balances typically exceed federally insured limits. The Company limits its exposure by primarily placing its cash in interest-bearing deposit accounts with high credit quality financial institutions and by purchasing marketable securities. Management believes the Company is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash, cash equivalents and restricted cash are held. The Company has no financial instruments with off-balance sheet risk of loss.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates and assumptions made by management include, but are not limited to, the estimated fair values of marketable securities, management incentive plans, equity awards, and the accounting for income taxes. Actual results could differ materially from those estimates.
Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less, other than the marketable securities portfolio, to be cash equivalents.
Restricted Cash
The Company considers cash to be restricted when withdrawal or general use is legally restricted. Restricted cash of $
Accounts Receivable, Net
The Company extends unsecured credit to most of its advertising customers. The Company recognizes that extending credit and setting appropriate reserves for receivables is largely a subjective decision based on knowledge of the customer and the industry. Credit limits, setting and maintaining credit standards, and managing the overall quality of the credit portfolio is largely centralized. The level of credit is influenced by the customer’s credit and payment history which the Company monitors when establishing a reserve.
The change in accounts receivable, net, is as follows (in thousands):
|
| Accounts |
| |
|
| receivable, net |
| |
Balance as of September 30, 2024 |
|
|
| |
Increase (decrease), net |
|
|
| |
Balance as of June 30, 2025 |
| $ |
| |
|
|
|
|
|
Balance as of September 30, 2025 |
|
|
| |
Increase (decrease), net |
|
| ( | ) |
Balance as of June 30, 2026 |
| $ |
| |
10
Table of Contents
The Company maintains the reserve account for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of its customers were to deteriorate or its judgments about their abilities to pay were incorrect, additional allowances might be required and its results of operations could be materially affected.
The change in allowance for expected credit losses is as follows:
Allowance for Credit Losses (in thousands)
|
|
|
|
|
| Additions |
|
| Accounts |
|
|
|
|
| ||
|
| Balance at |
|
| charged to |
|
| charged off |
|
| Balance |
| ||||
|
| Beginning |
|
| Costs and |
|
| less |
|
| as of |
| ||||
Description |
| of Year |
|
| Expenses |
|
| Recoveries |
|
| June 30 |
| ||||
Fiscal 2026 year-to-date through June 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for credit losses |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
Fiscal 2025 year-to-date through June 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for credit losses |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
Journal Technologies’ Software Development Costs
Development costs related to software products for sale or licensing are expensed as incurred until the technological feasibility of the product has been established. Thereafter, until the product is released for sale, software development costs are capitalized and reported at the lower of unamortized cost or net realizable value of the related product. The establishment of technological feasibility and the ongoing assessment of recoverability of costs require considerable judgment by the Company with respect to certain internal and external factors, including, but not limited to, anticipated future product revenue, estimated economic life and changes in hardware and software technology.
If there is no program design completed, technological feasibility is reached upon the completion of a working model. Capitalization of software development costs ceases, and amortization of capitalized software development costs (if any) commences when the products are available for general release. Under the Company’s software development life cycle policy and agile development methodology, technological feasibility is typically established when a working model has been completed and approved through internal quality assurance, which typically occurs late in the development cycle and near the time the software is ready for customer testing and release. As a result, the period between technological feasibility and general release is typically insignificant, and no software development costs have been capitalized to date. Research and development expenses related to software development are approximately $
Assets and Liabilities Held for Sale
The Company classifies long‑lived assets (or disposal groups) as held for sale in the period in which all required criteria are met. Upon designation as held for sale, the assets of the disposal group are presented separately in the condensed consolidated balance sheets as assets held for sale.
Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets. The Company measures assets held for sale at the lower of their carrying amount or fair value less cost to sell. During the second quarter of fiscal 2026, the Company entered into agreements to sell a building and its related land in Los Angeles, California (collectively, the "Building"), which is held within the Traditional Business segment. Upon meeting the held for sale criteria, the Company ceased depreciation on the Building and determined that no adjustment to its $
11
Table of Contents
Income Taxes
The Company accounts for income taxes using an asset and liability approach which requires the recognition of deferred tax liabilities and assets for the expected future consequences of temporary differences between the carrying amounts for financial reporting purposes and the tax basis of the assets and liabilities. The Company accounts for uncertainty in income taxes under Accounting Standards Codification (“ASC”) 740-10 which prescribes a recognition threshold and measurement methodology to recognize and measure an income tax position taken, or expected to be taken, in a tax return. The evaluation of a tax position is based on a two-step approach. The first step requires an entity to evaluate whether the tax position would “more likely than not” be sustained upon examination by the appropriate taxing authority. The second step requires the tax position be measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. In addition, previously recognized benefits from tax positions that no longer meet the new criteria would be derecognized.
Revenue Recognition
The Company recognizes revenues in accordance with the provisions of Accounting Standard Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606). See Note 3 for further discussion and related disclosures regarding revenue recognition.
For the Traditional Business, proceeds from the sale of subscriptions for newspapers, court rule books and other publications and other services are recorded as deferred revenue and are included in earned revenue only when the services are provided, generally over the subscription term. Advertising service fees and other revenues, which represent primarily agency commissions received from outside newspapers in which the advertising is placed, are recognized when advertisements are published and are recorded on a net basis.
Journal Technologies contracts may include several products and services, which are generally distinct and include separate transaction pricing and performance obligations. These revenue contracts include (i) implementation consulting fees to configure the system to go-live, (ii) subscription software license, maintenance (including updates and upgrades) and support fees, and (iii) third-party hosting fees when used. For contracts containing multiple performance obligations, the Company allocates the transaction price on the basis of the relative standalone selling price of each distinct good or service, and utilizes the residual approach to estimate the standalone selling price of implementation consulting fees, whereby the standalone selling price is estimated by reference to the total transaction price less the sum of the observable standalone selling prices of its subscription software licenses, maintenance and support fees, and third-party hosting fees. These contracts include assurance-type warranty provisions for limited periods and do not include financing terms. For most contracts, the Company acts as a principal with respect to certain services, such as data conversion and interfaces. Hosting services are provided with support by third parties, and the Company recognizes such revenues and related costs on a gross basis. The Company considers several factors to determine if it controls the good or service before it is transferred to the client and therefore is the principal. These factors include (1) if the Company has primary responsibility for fulfilling the promise and (2) if the Company has discretion in establishing price for the specified good or service. For legacy contracts with perpetual license arrangements, licenses and consulting services are recognized at point of delivery, and maintenance revenues are recognized ratably after the go-live.
The Company issues invoices that have payment terms which require payment within 30 days. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the required performance services have been completed. Proceeds from subscription-type revenues, including circulation revenue, license, maintenance and support services, and hosting services, are deferred at the time of sale and are recognized on a pro-rata basis over the terms of the subscriptions or service period, and unearned proceeds are recognized within deferred subscriptions and deferred maintenance agreements and others in the condensed consolidated balance sheets. Proceeds from consulting fees are recognized at point of delivery upon service completion, and unearned consulting fee proceeds are recorded under deferred revenue on the condensed consolidated balance sheets. Other public service fees are earned and recognized as revenues when the Company processes credit card payments on behalf of the courts via its websites through which the public can e-file cases and pay traffic citations and other fees.
12
Table of Contents
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. As a result, there are no fulfillment costs that are capitalized for the software contracts.
Since the Company recognizes revenues when it can invoice the customer pursuant to the contract for the value of completed performance, as a practical expedient and because reliable estimates cannot be made, it has elected not to include the transaction price allocated to unsatisfied performance obligations. These unallocated prices primarily relate to the eFile-it™ and ePay-it™ transactions.
Recent Accounting Pronouncements
Accounting Pronouncements Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, or the Company’s fiscal year 2026 Annual Report on Form 10-K, and subsequent interim periods. The amendments should be applied prospectively; however, retrospective application is also permitted. The Company is finalizing its review of the guidance and evaluating its impact on its consolidated financial statements.
In November 2024, FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses, which requires additional disclosure of certain amounts included in the expense captions presented on the statement of operations, as well as disclosures about selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, or the Company’s fiscal year 2028, and subsequent interim periods, with early adoption permitted. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is evaluating the disclosure requirements related to the new standard.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40), which modernizes the accounting guidance for internal-use software costs by eliminating the requirement to assess software development stages and introduces a new capitalization threshold. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, or the Company’s fiscal year 2029, and subsequent interim periods, with early adoption permitted. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is currently in the process of reviewing the guidance and evaluating its impact on its consolidated financial statements.
New Accounting Pronouncements Adopted
There were no new accounting standards adopted during the nine months ended June 30, 2026.
13
Table of Contents
Note 3. Revenue
The Company’s revenues were primarily generated in the United States. Revenues from foreign countries and U.S. territories were attributable to the Journal Technologies segment.
The following table presents revenues by country and territory (in thousands):
|
| For the three months ended June 30, |
|
| For the nine months ended June 30, |
| ||||||||||||||||||||||||||
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||||||||||||||||||
|
|
|
|
|
| % of |
|
|
|
|
|
| % of |
|
|
|
|
|
| % of |
|
|
|
|
|
| % of |
| ||||
Country/Territory |
| Revenue |
|
| total Revenue |
|
| Revenue |
|
| total Revenue |
|
| Revenue |
|
| total Revenue |
|
| Revenue |
|
| total Revenue |
| ||||||||
Australia |
| $ |
|
|
| % |
| $ |
|
|
| % |
| $ |
|
|
| % |
| $ |
|
|
| % | ||||||||
Canada |
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
|
| ||||||||
Commonwealth of the Northern Mariana Islands |
|
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| ||||||||
Guam |
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| ||||||||
Total |
| $ |
|
|
| % |
| $ |
|
|
| % |
| $ |
|
|
| % |
| $ |
|
|
| % | ||||||||
The components of total deferred revenues, including the long-term portion, are as follows (in thousands):
|
| June 30, 2026 |
|
| September 30, 2025 |
| ||
Deferred subscriptions |
|
| $ |
|
|
| $ |
|
Deferred consulting fees |
|
|
|
|
|
| ||
Deferred maintenance agreements and others |
|
|
|
|
|
| ||
Total deferred revenues |
|
| $ |
|
|
| $ |
|
The change in total deferred revenues, including the long-term portion, is as follows (in thousands):
|
| Deferred Revenue |
|
| Deferred Revenue |
| ||
|
| (Current) |
|
| (Long-term) |
| ||
Balance as of September 30, 2024 |
| $ |
|
| $ |
| ||
Increase (decrease), net |
|
| ( | ) |
|
| ( | ) |
Balance as of June 30, 2025 |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2025 |
| $ |
|
| $ |
| ||
Increase (decrease), net |
|
| ( | ) |
|
|
| |
Balance as of June 30, 2026 |
| $ |
|
| $ |
| ||
14
Table of Contents
The increase in deferred revenue during the nine months ended June 30, 2026 was primarily driven by amounts billed in advance for new and renewal contracts, partially offset by the recognition of revenue associated with performance obligations satisfied during the period.
During the nine months ended June 30, 2026 and 2025, $
Note 4. Fair Value of Financial Instruments
The Company’s financial instruments include marketable securities that are measured at fair value on a recurring basis.
As of June 30, 2026, the Company’s holdings of marketable securities were concentrated in just six companies.
Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
| ● | Level 1 — defined as observable inputs based on unadjusted quoted prices for identical instruments in active markets; |
| ● | Level 2 — defined as inputs other than Level 1 that are either directly or indirectly observable in the marketplace for identical or similar instruments in markets that are not active; and |
| ● | Level 3 — defined as unobservable inputs in which little or no market data exists where valuations are derived from techniques in which one or more significant inputs are unobservable. |
The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end.
The carrying amounts of cash, restricted cash, accounts receivable, accrued liabilities and accounts payable approximate fair value because of the short maturity and high liquidity of these instruments. Marketable securities and cash equivalents, which consist of money market funds, are measured and recorded at fair value on the Company’s condensed consolidated balance sheets using Level 1 inputs. The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments. There were no transfers between Level 1 and Level 2 or transfers in or out of Level 3 during the periods ended June 30, 2026 and September 30, 2025.
The following table summarizes the fair value hierarchy of financial assets measured at fair value as of June 30, 2026 (in thousands):
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Money market funds (cash equivalents) |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Marketable securities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total assets at fair value |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
15
Table of Contents
The following table summarizes the fair value hierarchy of the Company’s financial assets measured at fair value as of September 30, 2025 (in thousands):
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Money market funds (cash equivalents) |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Marketable securities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total assets at fair value |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Marketable Securities
As of June 30, 2026 and September 30, 2025, there were accumulated pretax unrealized gains of marketable securities of $
During the nine months ended June 30, 2026 and 2025, the Company recorded and included in net income (loss), net unrealized losses on marketable securities of $
Investments in marketable securities as of June 30, 2026 and September 30, 2025 are summarized below (in thousands).
|
| June 30, 2026 |
|
| September 30, 2025 |
| ||||||||||||||||||
|
|
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|
|
| Amortized/ |
|
| Pretax |
|
|
|
|
|
| Amortized/ |
|
| Pretax |
| ||||
|
| Aggregate |
|
| Adjusted |
|
| unrealized |
|
| Aggregate |
|
| Adjusted |
|
| unrealized |
| ||||||
|
| fair value |
|
| cost basis |
|
| gains |
|
| fair value |
|
| cost basis |
|
| gains |
| ||||||
Marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Common stocks |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Note 5. Income Taxes
For the nine months ended June 30, 2026, the Company recorded an income tax benefit of $
For the nine months ended June 30, 2025, the Company recorded an income tax provision of $
The Company files consolidated federal income tax returns, with its domestic subsidiary, in the United States and with various state jurisdictions and is no longer subject to examinations for fiscal years before fiscal year 2022 with regard to federal income taxes and fiscal year 2021 for state income taxes. The Canadian subsidiary files a federal and provincial tax return in Canada.
16
Table of Contents
Note 6. Stock-Based Compensation
The Company has implemented two equity incentive plans, one for key employees and one for non-employee directors, each providing for the grant of incentive stock options, non-qualified stock options, restricted stock units (RSUs), and other equity-based awards. As of June 30, 2026, and 2025, there were
For its restricted stock units, the Company uses the closing market price on the date of grant as the fair market value of the stock. The Company has not historically paid any cash dividends on its common stock and as a result does not reduce the grant-date fair value per share by the present value of dividends expected to be paid during the requisite service period for restricted stock units. Share based compensation awards are expensed on a straight-line basis over the requisite service periods, which are generally the vesting periods.
The Company will recognize the effect of awards for which the requisite service period is not rendered when the award is forfeited. That is, the Company recognizes the effect of forfeitures in compensation cost when they occur. Previously recognized compensation cost for an award is reversed in the period the award is forfeited.
The following table summarizes stock unit activity during the periods presented:
| | | | | | Weighted Average | | |
| | | | | | Grant Date | | |
| | Number of | | | Fair Value | | ||
| | RSUs outstanding | | | per Share | | ||
Unvested as of October 1, 2024 | | | | | $ | | ||
Granted | | | | | | | ||
Vested | | | ( | ) | | | | |
Unvested as of June 30, 2025 | | | | | $ | | ||
| | | | | | | | |
Unvested as of October 1, 2025 | | | | | $ | | ||
Granted | | | | | | | ||
Vested | | | ( | ) | | | | |
Unvested as of June 30, 2026 | | | | | $ | | ||
As of June 30, 2026 and 2025, the total fair value of shares vested during the respective quarters was immaterial.
17
Table of Contents
Note 7. Accrued Liabilities
Current accrued liabilities consist of (in thousands):
|
| June 30, 2026 |
|
| September 30, 2025 |
| ||
Accrued payroll, vacation, and benefits |
| $ |
|
| $ |
| ||
Accrued supplemental compensation |
|
|
|
|
|
| ||
Accrued other |
|
|
|
|
|
| ||
Total current accrued liabilities |
| $ |
|
| $ |
| ||
Long term accrued liabilities consist primarily of the Management Incentive Plan, which was $
Note 8. Commitments and Contingencies
From time to time, the Company is subject to litigation arising in the normal course of its business. While it is not possible to predict the results of such litigation, 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.
Margin Loan
During fiscal year 2013, the Company borrowed from its investment margin account the aggregate purchase price of $
During the fiscal year 2025, the Company used excess cash from operations to repay $
The interest rate for these investment margin account borrowings fluctuates based on the Federal Funds Rate plus
18
Table of Contents
Real Estate Loan
In November 2015, the Company purchased a building in Logan, Utah. The Company obtained a loan, secured by the underlying real estate asset, which has a fixed rate of
Note 9. Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the treasury stock method by dividing net income (loss) by the weighted average number of dilutive common shares outstanding during the period. Diluted shares outstanding is calculated by adding to the weighted average shares outstanding any potential dilutive securities outstanding for the period. Potential dilutive securities for the Company include only unvested restricted stock units, which have been excluded from the calculation of diluted net loss per share for the periods presented because including them would have been antidilutive. Accordingly, basic and diluted net income (loss) per share are equal for these periods.
The Company’s basic and diluted net income (loss) per share was as follows (in thousands, except share and per share amounts):
|
| Three Months Ended June 30, |
|
| Nine Months Ended June 30, |
| ||||||||||
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
| ||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted-average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Effect of dilutive securities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Diluted weighted-average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
| ||
Diluted EPS |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
| ||
Note 10. Segments Information
The key factors used to identify the reportable segments are the organization of the Company’s businesses and alignment of its internal operations. Operating are defined as components of an enterprise for which discrete financial information is available and evaluated regularly by the Chief Operating Decision Maker (“CODM”), in deciding how to allocate resources and assess performance.
The Company’s Chief Executive Officer, serving as the CODM, reviews consolidated financial data to allocate resources and assess performance. The CODM focuses on consolidated net income (loss) from the condensed consolidated statements of comprehensive income (loss), comparing results with prior periods, forecasts, and relevant expenditure categories for each segment.
19
Table of Contents
The Company identifies its reportable segments based on the nature of the products and services provided and the manner in which the CODM manages the business and allocates resources between (i) the Traditional Business, which consists of newspaper publishing, advertising, circulation, and related information services, and (ii) Journal Technologies, which provides case management software and related services to courts and other justice agencies. Accordingly, Traditional Business revenues comprise advertising, circulation, and advertising service fees and other, while Journal Technologies revenues comprise licensing and maintenance fees, consulting fees, and other public service fees. All inter-segment transactions were eliminated. Corporate is presented below as a non-operating segment to reconcile segment results to the Company’s consolidated financial statement line-item totals. Additional details about each of the reportable segments and its income and expenses for the nine months and the three months ended June 30, 2026 and 2025, are set forth below (in thousands):
For the nine months ended June 30, | | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Reportable Segments | | | | | | | | | | | | | | | | | | |||||||||||||
| | Traditional Business | | | Journal Technologies | | | Corporate | | | Total | | ||||||||||||||||||||
| | 2026 | | | 2025 | | | 2026 | | | 2025 | | | 2026 | | | 2025 | | | 2026 | | | 2025 | | ||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Advertising | | $ | | | $ | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | | | $ | | ||||
Circulation | | | | | | | | | — | | | | — | | | | — | | | | — | | | | | | | | ||||
Licensing and maintenance fees | | | — | | | | — | | | | | | | | | | — | | | | — | | | | | | | | ||||
Consulting fees | | | — | | | | — | | | | | | | | | | — | | | | — | | | | | | | | ||||
Other public service fees | | | — | | | | — | | | | | | | | | | — | | | | — | | | | | | | | ||||
Total operating revenues | | | | | | | | | | | | | | | — | | | | — | | | | | | | | ||||||
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Personnel | | | | | | | | | | | | | | | ( | ) | | | | | | | | | | |||||||
Other segment items* | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Total operating expenses | | | | | | | | | | | | | | | | | | — | | | | | | | | |||||||
Income (loss) from operations | | | ( | ) | | | | | | | | | | | | ( | ) | | | — | | | | | | | | |||||
Dividends and interest income | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | ||||
Net unrealized gains (losses) on marketable securities | | | — | | | | — | | | | — | | | | — | | | | ( | ) | | | | | | ( | ) | | | | ||
Interest expense | | | | | | | | | | | | | | | ( | ) | | | ( | ) | | | ( | ) | | | ( | ) | ||||
Other | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Pretax income (loss) | | | ( | ) | | | | | | | | | | | | ( | ) | | | | | | ( | ) | | | | |||||
Income tax benefit (expense) | | | ( | ) | | | ( | ) | | | ( | ) | | | ( | ) | | | | | | ( | ) | | | | | | ( | ) | ||
Net income (loss) | | $ | ( | ) | | $ | | | $ | | | $ | | | $ | ( | ) | | $ | | | $ | ( | ) | | $ | | |||||
20
Table of Contents
For the three months ended June 30, | | |||||||||||||||||||||||||||||||
| | Reportable Segments | | | | | | | | | | | | | | | | | | |||||||||||||
| | Traditional Business | | | Journal Technologies | | | Corporate | | | Total | | ||||||||||||||||||||
| | 2026 | | | 2025 | | | 2026 | | | 2025 | | | 2026 | | | 2025 | | | 2026 | | | 2025 | | ||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Advertising | | $ | | | $ | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | | | $ | | ||||
Circulation | | | | | | | | | — | | | | — | | | | — | | | | — | | | | | | | | ||||
Licensing and maintenance fees | | | — | | | | — | | | | | | | | | | — | | | | — | | | | | | | | ||||
Consulting fees | | | — | | | | — | | | | | | | | | | — | | | | — | | | | | | | | ||||
Other public service fees | | | — | | | | — | | | | | | | | | | — | | | | — | | | | | | | | ||||
Total operating revenues | | | | | | | | | | | | | | | — | | | | — | | | | | | | | ||||||
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Personnel | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Other segment items* | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Total operating expenses | | | | | | | | | | | | | | | | | | — | | | | | | | | |||||||
Income (loss) from operations | | | | | | ( | ) | | | | | | | | | ( | ) | | | — | | | | | | | | |||||
Dividends and interest income | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | ||||
Net unrealized gains (losses) on marketable securities | | | — | | | | — | | | | — | | | | — | | | | ( | ) | | | | | | ( | ) | | | | ||
Interest expense | | | | | | | | | | | | | | | ( | ) | | | ( | ) | | | ( | ) | | | ( | ) | ||||
Other | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Pretax income (loss) | | | | | | ( | ) | | | | | | | | | ( | ) | | | | | | ( | ) | | | | |||||
Income tax benefit (expense) | | | | | | | | | ( | ) | | | ( | ) | | | | | | ( | ) | | | | | | ( | ) | ||||
Net income (loss) | | $ | | | $ | ( | ) | | $ | | | $ | | | $ | ( | ) | | $ | | | $ | ( | ) | | $ | | |||||
*Other segment items within net income (loss) include rental income, net unrealized gains on non-qualified compensation plan, interest expense on note payable collateralized by real estate, agency commissions, outside services, postage and delivery expenses, newsprint and printing expenses, depreciation and amortization, equipment maintenance and software, credit card merchant discount fees, rent expenses, accounting and legal fees, and other general and administrative expenses.
The measure of segment assets reviewed by the CODM is consolidated total assets, as reported on the condensed consolidated balance sheets and summarized below (in thousands):
|
| Traditional Business |
|
| Journal Technologies |
|
| Corporate |
|
| Total |
| ||||||||||||||||||||
|
| June 30, 2026 |
|
| September 30, 2025 |
|
| June 30, 2026 |
|
| September 30, 2025 |
|
| June 30, 2026 |
|
| September 30, 2025 |
|
| June 30, 2026 |
|
| September 30, 2025 |
| ||||||||
Total assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||
The Company’s long-lived assets, which consist primarily of property and equipment, net, and operating lease right-of-use assets, are primarily located in the United States. As of June 30, 2026 and September 30, 2025, no individual country other than the U.S. accounted for 10% or more of these assets.
21
Table of Contents
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. (“Journal Technologies”), a wholly-owned subsidiary 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 37 states and internationally.
Reportable Segments
The Company’s Traditional Business is one reportable segment and the other is Journal Technologies, which includes Journal Technologies, Inc. and Journal Technologies (Canada) Inc. All inter-segment transactions were eliminated. Additional details about each of the reportable segments and the Company’s corporate income and expenses for the nine months ended June 30, 2026 and 2025, are set forth below (in thousands):
Comparison of the nine months ended June 30, 2026 to the nine months ended June 30, 2025
For the nine months ended June 30, |
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable Segments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Traditional Business |
|
|
Journal Technologies |
|
|
Corporate |
|
|
Total |
|
||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising |
|
$ | 10,395 |
|
|
$ | 10,156 |
|
|
$ | — |
|
|
$ | — |
|
|
$ | — |
|
|
$ | — |
|
|
$ | 10,395 |
|
|
$ | 10,156 |
|
Circulation |
|
|
3,274 |
|
|
|
3,196 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,274 |
|
|
|
3,196 |
|
Licensing and maintenance fees |
|
|
— |
|
|
|
— |
|
|
|
26,277 |
|
|
|
22,990 |
|
|
|
— |
|
|
|
— |
|
|
|
26,277 |
|
|
|
22,990 |
|
Consulting fees |
|
|
— |
|
|
|
— |
|
|
|
14,238 |
|
|
|
11,792 |
|
|
|
— |
|
|
|
— |
|
|
|
14,238 |
|
|
|
11,792 |
|
Other public service fees |
|
|
— |
|
|
|
— |
|
|
|
15,047 |
|
|
|
11,152 |
|
|
|
— |
|
|
|
— |
|
|
|
15,047 |
|
|
|
11,152 |
|
Total operating revenues |
|
|
13,669 |
|
|
|
13,352 |
|
|
|
55,562 |
|
|
|
45,934 |
|
|
|
— |
|
|
|
— |
|
|
|
69,231 |
|
|
|
59,286 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personnel |
|
|
7,233 |
|
|
|
8,260 |
|
|
|
34,717 |
|
|
|
31,312 |
|
|
|
(540 |
) |
|
|
— |
|
|
|
41,410 |
|
|
|
39,572 |
|
Other segment items* |
|
|
7,028 |
|
|
|
4,855 |
|
|
|
11,093 |
|
|
|
9,930 |
|
|
|
967 |
|
|
|
— |
|
|
|
19,088 |
|
|
|
14,785 |
|
Total operating expenses |
|
|
14,261 |
|
|
|
13,115 |
|
|
|
45,810 |
|
|
|
41,242 |
|
|
|
427 |
|
|
|
— |
|
|
|
60,498 |
|
|
|
54,357 |
|
Income (loss) from operations |
|
|
(592 |
) |
|
|
237 |
|
|
|
9,752 |
|
|
|
4,692 |
|
|
|
(427) |
|
|
|
— |
|
|
|
8,733 |
|
|
|
4,929 |
|
Dividends and interest income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,536 |
|
|
|
6,158 |
|
|
|
5,536 |
|
|
|
6,158 |
|
Net unrealized gains (losses) on marketable securities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(87,032 |
) |
|
|
84,320 |
|
|
|
(87,032 |
) |
|
|
84,320 |
|
Interest expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(692 |
) |
|
|
(1,077 |
) |
|
|
(692 |
) |
|
|
(1,077 |
) |
Other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
365 |
|
|
|
66 |
|
|
|
365 |
|
|
|
66 |
|
Pretax income (loss) |
|
|
(592 |
) |
|
|
237 |
|
|
|
9,752 |
|
|
|
4,692 |
|
|
|
(82,250 |
) |
|
|
89,467 |
|
|
|
(73,090 |
) |
|
|
94,396 |
|
Income tax benefit (expense) |
|
|
(40 |
) |
|
|
(60 |
) |
|
|
(2,286 |
) |
|
|
(1,255 |
) |
|
|
21,910 |
|
|
|
(23,095 |
) |
|
|
19,584 |
|
|
|
(24,410 |
) |
Net income (loss) |
|
$ | (632 |
) |
|
$ | 177 |
|
|
$ | 7,466 |
|
|
$ | 3,437 |
|
|
$ | (60,340 |
) |
|
$ | 66,372 |
|
|
$ | (53,506 |
) |
|
$ | 69,986 |
|
*Other segment items within net income (loss) include rental income, net unrealized gains on non-qualified compensation plan, interest expense on note payable collateralized by real estate, agency commissions, outside services, postage and delivery expenses, newsprint and printing expenses, depreciation and amortization, equipment maintenance and software, credit card merchant discount fees, rent expenses, accounting and legal fees, and other general and administrative expenses.
22
Table of Contents
Consolidated Financials Comparison
Consolidated revenues were $69.2 million and $59.3 million for the nine months ended June 30, 2026 and 2025, respectively. This increase of $9.9 million (16.8%) was primarily from increases in Journal Technologies’ other public service fees of $3.9 million, license and maintenance fees of $3.3 million, and consulting fees of $2.4 million, and the Traditional Business’ advertising revenues of $0.2 million.
Approximately 80% and 77% of our revenues during the nine months ended June 30, 2026 and 2025, respectively, were derived from Journal Technologies. In addition, our revenues during the nine months ended June 30, 2026 were primarily from the United States, with approximately $6.3 million (9.1%) from foreign countries and U.S. territories. Almost all of Journal Technologies’ revenues are from governmental agencies.
Consolidated operating expenses increased by $6.1 million (11.3%) to $60.5 million from $54.4 million. Total salaries and employee benefits increased by $1.8 million (4.6%) to $41.4 million from $39.6 million 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 our installation projects. Outside services increased by $0.4 million (8.4%) to $5.8 million from $5.3 million mainly because of additional contractor services and increased third-party hosting fees which were billed to clients. Other general and administrative expenses increased by $4.4 million (104.0%) to $8.7 million from $4.3 million, primarily driven by a $1.5 million increase in accounting and legal fees, including higher accounting costs associated with efforts to remediate previously identified material weaknesses in internal control over financial reporting and higher legal and service provider expenses related to proxy solicitation and stockholder outreach activities, as well as a $0.4 million increase in costs related to the adoption and implementation of software and related process changes supporting the Company’s modernization initiatives. The Company expects these costs to remain elevated in the near term as these initiatives continue.
Other income (expense) for the nine months ended June 30, 2026 decreased by $171.3 million, resulting in $81.8 million of other expense, compared with $89.5 million of other income for the nine months ended June 30, 2025. This change was primarily driven by unrealized losses on marketable securities of $87.0 million, compared with unrealized gains of $84.3 million in the prior-year period.
During the nine months ended June 30, 2026 and 2025, consolidated pretax loss was $73.1 million and pretax income was $94.4 million, respectively, and consolidated net loss was $53.5 million and net income was $70.0 million, respectively.
As of June 30, 2026, the aggregate fair market value of the Company’s marketable securities was $406.0 million. These securities had approximately $266.9 million of cumulative unrealized gains before estimated taxes of $68.7 million. Most of the unrealized gains were in the common stocks of three U.S. financial institutions and one foreign manufacturer.
Taxes
During the nine months ended June 30, 2026, the Company recorded an income tax benefit of $19.6 million on the pretax loss of $73.1 million. The income tax benefit and expense consisted primarily of tax benefit of $22.4 million related to unrealized losses on marketable securities, and tax expense of $3.2 million on income from U.S. operations and dividend income. Consequently, the overall effective tax rate for the nine months ended June 30, 2026 was 26.8% after including the taxes on the unrealized losses on marketable securities.
For the nine months ended June 30, 2025, the Company recorded an income tax provision of $24.4 million on pretax income of $94.4 million. The income tax provision consisted of $22.0 million related to unrealized gains on marketable securities, $2.5 million related to income from U.S. operations and dividend income, and a tax provision of $0.2 million for the effect of a change in state apportionment on the beginning of the year’s deferred tax liability. These tax liabilities were partially offset by a tax benefit of $0.3 million for the dividends received deduction and other permanent book and tax differences. Consequently, the overall effective tax rate for the nine months ended June 30, 2025 was 25.9%, after including the taxes on the unrealized gains on marketable securities.
The Company files consolidated federal income tax returns, with its domestic subsidiary, in the United States and with various state jurisdictions and is no longer subject to examinations for fiscal years before fiscal year 2022 with regard to federal income taxes and fiscal year 2021 for state income taxes. The Canadian subsidiary files a federal and provincial tax return in Canada.
Journal Technologies
For the nine months ended June 30, 2026, Journal Technologies’ pretax income increased by $5.1 million to $9.8 million, compared to $4.7 million for the nine months ended June 30, 2025. The increase was primarily attributable to higher revenues of $9.6 million, partially offset by increased operating expenses of $4.6 million.
23
Table of Contents
Revenues increased by $9.6 million (21.0%) to $55.6 million from $45.9 million during the prior-year period. Licensing and maintenance fees increased by $3.3 million (14.3%) to $26.3 million, while other public service fees increased by $3.9 million (34.9%) to $15.0 million, primarily due to increased e-filing revenues. Consulting fees increased by $2.4 million (20.7%) to $14.2 million, primarily due to the timing of project go-lives and deferred revenue recognition.
Operating expenses increased by $4.6 million (11.1%) to $45.8 million, primarily due to higher accounting and consulting fees, increased personnel costs, higher contractor utilization, and increased hosting costs billed to customers.
Traditional Business
For the nine months ended June 30, 2026, the Traditional Business reported a pretax loss of $0.6 million, compared to pretax income of $0.2 million for the nine months ended June 30, 2025. This decrease was primarily attributable to increased accounting and consulting fees and other operating expenses.
Total revenues increased by $0.3 million (2.4%) to $13.7 million from $13.4 million in the prior-year period. Advertising revenues increased by $0.2 million (2.4%) to $10.4 million, while circulation revenues increased by $0.1 million (2.4% ).
The Daily Journals accounted for approximately 95% of the Traditional Business’ total circulation revenues, which remained consistent year-over-year.
The Traditional Business segment operating expenses increased by $1.2 million (8.7%) to $14.3 million from $13.1 million, primarily resulting from increased merchant discount fees, additional promotional expenses, and accounting advisory fees primarily associated with the remediation of material weaknesses in our internal controls and higher legal and service provider expenses associated with proxy solicitation and stockholder outreach activities, partially offset by decreased personnel costs.
Comparison of the three months ended June 30, 2026 to the three months ended June 30, 2025
For the three months ended June 30, |
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Reportable Segments |
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Traditional Business |
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Journal Technologies |
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Corporate |
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Total |
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2026 |
|
|
2025 |
|
|
2026 |
|
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2025 |
|
|
2026 |
|
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2025 |
|
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2026 |
|
|
2025 |
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Revenues |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising |
|
$ | 3,753 |
|
|
$ | 3,812 |
|
|
$ | — |
|
|
$ | — |
|
|
$ | — |
|
|
$ | — |
|
|
$ | 3,753 |
|
|
$ | 3,812 |
|
Circulation |
|
|
1,087 |
|
|
|
1,069 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,087 |
|
|
|
1,069 |
|
Licensing and maintenance fees |
|
|
— |
|
|
|
— |
|
|
|
9,239 |
|
|
|
7,964 |
|
|
|
— |
|
|
|
— |
|
|
|
9,239 |
|
|
|
7,964 |
|
Consulting fees |
|
|
— |
|
|
|
— |
|
|
|
7,164 |
|
|
|
6,529 |
|
|
|
— |
|
|
|
— |
|
|
|
7,164 |
|
|
|
6,529 |
|
Other public service fees |
|
|
— |
|
|
|
— |
|
|
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5,733 |
|
|
|
4,032 |
|
|
|
— |
|
|
|
— |
|
|
|
5,733 |
|
|
|
4,032 |
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Total operating revenues |
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|
4,840 |
|
|
|
4,881 |
|
|
|
22,136 |
|
|
|
18,525 |
|
|
|
— |
|
|
|
— |
|
|
|
26,976 |
|
|
|
23,406 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Personnel |
|
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2,151 |
|
|
|
3,871 |
|
|
|
13,044 |
|
|
|
11,505 |
|
|
|
176 |
|
|
|
— |
|
|
|
15,371 |
|
|
|
15,376 |
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Other segment items* |
|
|
2,180 |
|
|
|
1,944 |
|
|
|
3,554 |
|
|
|
2,862 |
|
|
|
604 |
|
|
|
— |
|
|
|
6,338 |
|
|
|
4,806 |
|
Total operating expenses |
|
|
4,331 |
|
|
|
5,815 |
|
|
|
16,598 |
|
|
|
14,367 |
|
|
|
780 |
|
|
|
— |
|
|
|
21,709 |
|
|
|
20,182 |
|
Income (loss) from operations |
|
|
509 |
|
|
|
(934 |
) |
|
|
5,538 |
|
|
|
4,158 |
|
|
|
(780 |
) |
|
|
— |
|
|
|
5,267 |
|
|
|
3,224 |
|
Dividends and interest income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,931 |
|
|
|
3,796 |
|
|
|
2,931 |
|
|
|
3,796 |
|
Net unrealized gains (losses) on marketable securities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(24,145 |
) |
|
|
11,521 |
|
|
|
(24,145 |
) |
|
|
11,521 |
|
Interest expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(229 |
) |
|
|
(332 |
) |
|
|
(229 |
) |
|
|
(332 |
) |
Other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
187 |
|
|
|
22 |
|
|
|
187 |
|
|
|
22 |
|
Pretax income (loss) |
|
|
509 |
|
|
|
(934 |
) |
|
|
5,538 |
|
|
|
4,158 |
|
|
|
(22,036 |
) |
|
|
15,007 |
|
|
|
(15,989 |
) |
|
|
18,231 |
|
Income tax benefit (expense) |
|
|
230 |
|
|
|
255 |
|
|
|
(1,280 |
) |
|
|
(1,070 |
) |
|
|
6,150 |
|
|
|
(2,995 |
) |
|
|
5,100 |
|
|
|
(3,810 |
) |
Net income (loss) |
|
$ | 739 |
|
|
$ | (679 |
) |
|
$ | 4,258 |
|
|
$ | 3,088 |
|
|
$ | (15,886 |
) |
|
$ | 12,012 |
|
|
$ | (10,889 |
) |
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$ | 14,421 |
|
*Other segment items within net income (loss) include rental income, net unrealized gains on non-qualified compensation plan, interest expense on note payable collateralized by real estate, agency commissions, outside services, postage and delivery expenses, newsprint and printing expenses, depreciation and amortization, equipment maintenance and software, credit card merchant discount fees, rent expenses, accounting and legal fees, and other general and administrative expenses.
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Table of Contents
Consolidated Financials Comparison
Consolidated revenues were $27.0 million and $23.4 million for the three months ended June 30, 2026 and 2025, respectively. This increase of $3.6 million (15.3%) was primarily from increases in Journal Technologies’ consulting fees of $0.6 million, other public service fees of $1.7 million, and license and maintenance fees of $1.3 million.
Approximately 82% and 79% of our revenues during the three months ended June 30, 2026 and 2025 were derived from Journal Technologies. In addition, our revenues during the three months ended June 30, 2026 were primarily from the United States, with approximately $3.0 million (11.0%) from foreign countries and U.S. territories.
Consolidated operating expenses increased by $1.5 million (7.6%) to $21.7 million from $20.2 million. Total salaries and employee benefits remained essentially flat at $15.4 million, as increased Journal Technologies personnel costs were offset by decreased Traditional Business personnel costs. Outside services decreased by $0.3 million (14.7%) to $1.5 million from $1.7 million. Other general and administrative expenses increased by $1.8 million (123.7%) to $3.3 million from $1.5 million, primarily due to higher accounting and consulting fees associated with remediation of material weaknesses in internal controls.
Other income (expense) for the three months ended June 30, 2026 was $21.3 million of other expense, compared with $15.0 million of other income for the three months ended June 30, 2025. This change was primarily driven by unrealized losses on marketable securities of $24.1 million, compared with unrealized gains of $11.5 million in the prior-year quarter.
During the three months ended June 30, 2026 and 2025, consolidated pretax loss was $16.0 million and pretax income was $18.2 million, respectively, and consolidated net loss was $10.9 million and net income was $14.4 million, respectively.
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Table of Contents
Journal Technologies
For the three months ended June 30, 2026, Journal Technologies’ pretax income was $5.5 million compared to $4.2 million for the three months ended June 30, 2025. The increase was primarily attributable to higher revenues of $3.6 million, partially offset by increased operating expenses of $2.2 million.
Revenues increased by $3.6 million (19.5%) to $22.1 million from $18.5 million during the prior-year quarter. Licensing and maintenance fees increased by $1.3 million (16.0%) to $9.2 million, while other public service fees increased by $1.7 million (42.2%) to $5.7 million, primarily due to increased e-filing revenues. Consulting fees increased by $0.6 million (9.7%) to $7.2 million, primarily due to the timing of project go-lives and deferred revenue recognition.
Operating expenses increased by $2.2 million (15.5%) to $16.6 million, primarily due to increased personnel costs, higher contractor utilization, and increased hosting costs billed to customers.
Traditional Business
For the three months ended June 30, 2026, the Traditional Business reported a pretax income of $0.5 million, compared to pretax loss of $0.9 million for the three months ended June 30, 2025. This increase was primarily attributable to decreased operating expenses, driven by lower personnel costs.
Total revenues decreased by less than $0.1 million (0.8%) to $4.8 million from $4.9 million in the prior-year quarter. Advertising revenues decreased by $0.1 million (1.5%), while circulation revenues increased by less than $0.1 million (1.7%).
The Traditional Business segment operating expenses decreased by $1.5 million (25.5%) to $4.3 million from $5.8 million, primarily resulting from decreased personnel costs, partially offset by increased merchant discount fees, additional promotional expenses, accounting advisory fees primarily associated with the remediation of material weaknesses in our internal controls, and higher legal expenses.
Liquidity and Capital Resources
During the nine months ended June 30, 2026, our cash and cash equivalents, restricted cash, and marketable securities decreased by $76.4 million, reflecting net pretax unrealized losses on marketable securities of $87.0 million. The investments in marketable securities, which had an adjusted cost basis of approximately $139.1 million and a market value of approximately $406.0 million as of June 30, 2026, generated approximately $5.5 million in dividends and interest income during the nine months ended June 30, 2026. These securities had approximately $266.9 million of cumulative unrealized gains before estimated taxes of $68.7 million which will become due only when we sell securities in which there is realized appreciation.
No marketable securities were sold during the nine months ended June 30, 2026. The margin loan principal balance was paid down by $2.0 million using excess cash from operations. The loan balance was $20.0 million and $22.0 million as of June 30, 2026 and September 30, 2025, respectively.
As of June 30, 2026, we had working capital of $424.1 million, including the liabilities for deferred revenue of $17.9 million.
We believe that we will be able to fund our operations for the foreseeable future through our cash flows from operations and our current working capital, and we expect that any such cash flows will be invested in our businesses. We may or may not have the ability to borrow additional amounts against our marketable securities and, among other possibilities, we may be required to consider selling assets to generate cash if needed to fund ongoing operations. The amount available for borrowing is based on the market value of our investment portfolio and fluctuates depending on the value of the underlying securities. In addition, we could be subject to margin calls should the value of the investments decrease significantly.
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Table of Contents
Cash Flows
The following table sets forth the primary sources and uses of cash and cash equivalents for each of the periods presented below (in thousands):
|
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June 30, 2026 |
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June 30, 2025 |
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Change |
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Net cash provided by: |
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities |
|
$ | 12,927 |
|
|
$ | 8,810 |
|
|
$ | 4,117 |
|
Investing activities |
|
|
(151 |
) |
|
|
— |
|
|
|
(151 |
) |
Financing activities |
|
|
(2,126 |
) |
|
|
(2,623 |
) |
|
|
497 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
(26) |
|
|
|
— |
|
|
|
(26) |
|
Net increase in cash and cash equivalents |
|
$ | 10,624 |
|
|
$ | 6,187 |
|
|
$ | 4,437 |
|
Operating Activities
For the nine months ended June 30, 2026, net cash provided by operating activities was $12.9 million. Cash provided by operating activities consisted of a net loss of $53.5 million, adjusted for non-cash items of $65.1 million, and increased by cash provided by working capital of $1.3 million. Adjustments for non-cash items consisted primarily of $87.0 million of net unrealized losses on marketable securities, and partially offset by $22.2 million of deferred income tax benefit. The cash provided by changes in operating assets and liabilities was primarily attributable to a $3.1 million decrease in accounts receivable, reflecting improved collections, a $3.0 million increase in accounts payable, a $1.6 million increase in income taxes payable, and a $0.5 million increase in deferred revenue, partially offset by a $4.5 million decrease in accrued liabilities, including non-qualified deferred compensation, and a $2.4 million increase in prepaid expenses and other assets.
For the nine months ended June 30, 2025, net cash provided by operating activities was $8.8 million. Cash provided by operating activities consisted of net income of $70.0 million, reduced by adjustments for non-cash items of $61.2 million and increased by cash provided by working capital of less than $0.1 million. Adjustments for non-cash items consisted primarily of $84.3 million of net unrealized gains on marketable securities, partially offset by $22.8 million of deferred income tax expense, as well as $0.2 million of depreciation and amortization and $0.1 million of stock-based compensation. The cash provided by changes in operating assets and liabilities was primarily attributable to a $2.3 million increase in accounts payable, a $1.6 million increase in income taxes payable, and a $0.9 million increase in accrued liabilities, including non-qualified deferred compensation, partially offset by a $4.0 million decrease in deferred revenue and a $0.3 million increase in accounts receivable.
Investing Activities
For the nine months ended June 30, 2026 and 2025, net cash used in investing activities was negligible or nil.
Financing Activities
For the nine months ended June 30, 2026, net cash used in financing activities totaled $2.1 million, consisting primarily of a $2.0 million repayment on the outstanding balance of the Company’s investment margin loan.
For the nine months ended June 30, 2025, net cash used in financing activities totaled $2.6 million, consisting primarily of a $2.5 million repayment on the outstanding balance of the Company’s investment margin loan.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ materially from these estimates under different assumptions or conditions.
There were no material changes to our critical accounting policies in the three months ended June 30, 2026 from those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our 2025 Annual Report.
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Table of Contents
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are not required to provide the information required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer (Principal Financial and Accounting Officer), evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of June 30, 2026.
As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, management identified material weaknesses in internal control over financial reporting related to (i) segregation of duties and (ii) revenue recognition.
Based on this evaluation, and in light of these material weaknesses, management concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2026.
Changes in Internal Control Over Financial Reporting
During the quarter ended June 30, 2026, the Company continued to execute its remediation plan. The design and implementation of the Company’s key remediation actions are substantially complete. Specifically, during the quarter, the Company:
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● |
Completed the documentation of its information technology general controls framework. |
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● |
Implemented additional reconciliation and review controls over revenue. |
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● |
Began implementing a financial close management tool to centralize account reconciliations and period-end close activities, strengthen review and approval workflows, and further support segregation of duties. |
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● |
Continued to refine its internal control environment with the assistance of a third-party consulting firm. |
Management has begun testing the operating effectiveness of these controls; the material weaknesses will not be considered remediated until the controls have operated effectively for a sufficient period of time.
Except as described above, there were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Table of Contents
PART II— INFORMATION
Item 6. Exhibits.
The following documents are filed as part of this Report:
31.1 |
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and Rule 15d-14(a) of the Exchange Act |
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31.2 |
Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and Rule 15d-14(a) of the Exchange Act |
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32.1 |
Certification of Principal Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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32.2 |
Certification of Principal Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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101.INS |
Inline XBRL Instance |
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101.SCH |
Inline XBRL Taxonomy Extension Schema |
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101.CAL |
Inline XBRL Taxonomy Extension Calculation |
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101.DEF |
Inline XBRL Taxonomy Extension Definition |
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101.LAB |
Inline XBRL Taxonomy Extension Labels |
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101.PRE |
Inline XBRL Taxonomy Extension Presentation |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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DAILY JOURNAL CORPORATION |
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Date: August 12, 2026 |
/s/ Steven Myhill-Jones |
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Steven Myhill-Jones Chief Executive Officer and Chairman of the Board (Principal Executive Officer) |
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Date: August 12, 2026 |
/s/ Erik Nakamura |
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Erik Nakamura Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
30