Daily Journal Corp 10-Q for FY2026 Q1
Daily Journal Corp (DJCO)
About this 10-Q
Daily Journal Corp filed this 10-Q on February 17, 2026, covering the quarter ended December 31, 2025 (FY2026 Q1).
Headline figures
Quarter ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $19.54M
- up 10.4% from $17.7M a year earlier
- Net loss
- $7.98M
- compared with net income of $10.9M a year earlier
- Diluted EPS
- -$5.79
- compared with $7.91 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
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(Address of principal executive offices) |
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Registrant's telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered |
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The |
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer ☐ |
Accelerated filer ☐ |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes
As of February 2, 2026, there were outstanding
Table of Contents
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Page |
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PART I |
FINANCIAL INFORMATION |
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Item 1. |
Financial Statements (Unaudited) |
4 |
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Consolidated Balance Sheets – December 31, 2025 and September 30, 2025 |
4 | |
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Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) - Three months ended December 31, 2025 and 2024 |
5 | |
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Consolidated Statements of Shareholders’ Equity - Three months ended December 31, 2025 and 2024 |
6 | |
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Consolidated Statements of Cash Flows - Three months ended December 31, 2025 and 2024 |
7 | |
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Notes to Consolidated Financial Statements |
8 | |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
17 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
21 |
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Item 4. |
Controls and Procedures |
21 |
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PART II |
OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
22 |
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Item 6. |
Exhibits |
22 |
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.
DAILY JOURNAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands except share amounts)
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December 31, 2025 |
September 30, 2025 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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Restricted cash |
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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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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, $ |
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Additional paid-in capital |
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Retained earnings |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
$ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
DAILY JOURNAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(in thousands, except share and per share amounts)
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Three Months Ended December 31, |
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2025 |
2024 |
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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 (expenses) |
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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 (expense) |
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Income (loss) before taxes |
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Income tax benefit (expense) |
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Net income (loss) and comprehensive income (loss) |
$ | ( |
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Weighted average number of common shares outstanding – basic |
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Basic net income (loss) per share |
$ | ( |
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Weighted average number of common shares outstanding – diluted |
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Diluted net income (loss) per share |
$ | ( |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
DAILY JOURNAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(in thousands, except share amounts)
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Common Stock |
Treasury Stock |
Additional Paid-in |
Retained |
Total Stockholders’ |
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Share |
Amount |
Share |
Amount |
Capital |
Earnings |
Equity |
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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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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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) | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
DAILY JOURNAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
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December 31, 2025 |
December 31, 2024 |
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Cash flows from operating activities |
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Net income (loss) |
$ | ( |
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Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities |
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Stock-based compensation |
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Depreciation and amortization |
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Net unrealized (gains) losses on marketable securities |
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Deferred income taxes |
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Changes in operating assets and liabilities: |
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Accounts receivable, net |
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Prepaid expenses and other assets |
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Accounts payable |
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Accrued liabilities, including non-qualified deferred compensation |
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Income tax payable |
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Deferred revenue |
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Net cash provided by (used in) operating activities |
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Cash flows from investing activities |
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Purchases of property, plant and equipment, net |
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Net cash provided by (used in) investing activities |
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Cash flows from financing activities |
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Repayment of margin loan borrowing |
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Payment of real estate loan principal |
( |
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Net cash used in financing activities |
( |
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Net increase (decrease) in cash and cash equivalents and restricted cash |
( |
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Cash and cash equivalents and restricted cash at beginning of period |
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Cash and cash equivalents |
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Restricted cash |
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Cash and cash equivalents and restricted cash at end of period |
$ | $ | ||||||
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Interest paid during the period |
$ | $ | ||||||
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Income taxes paid during the period |
$ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
DAILY JOURNAL CORPORATION
NOTES TO 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. It also serves as a newspaper representative specializing in public notice advertising (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 is working on four software installation projects and in British Columbia, Canada, where the Company has operated a wholly-owned subsidiary, Journal Technologies (Canada), Inc, since August 2022.
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 the Company and its wholly owned and controlled 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 December 31, 2025, and the results of operations and stockholders’ equity for the three months ended December 31, 2025. 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 condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements as of and for the fiscal year ended September 30, 2025 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.
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 may at times 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 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 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):
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Description |
Accounts receivable, net |
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Balance as of September 30, 2024 |
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Increase (decrease), net |
( |
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Balance as of December 31, 2024 |
$ | |||
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Balance as of September 30, 2025 |
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Increase (decrease), net |
( |
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Balance as of December 31, 2025 |
$ | |||
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)
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Description |
Balance at Beginning of Year |
Additions charged to Costs and Expenses |
Accounts charged off less Recoveries |
Balance as of December 31, 2025 |
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Fiscal 2026 year-to-date through December 31 |
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Allowance for credit losses |
$ | $ | $ | ( |
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Fiscal 2025 year-to-date through December 31 |
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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 generally 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 generally insignificant, and no software development costs have been capitalized to date. Research and development expenses related to software development were $
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 consolidated balance sheets as assets held for sale. As of December 31, 2025 and 2024, the Company had no assets classified as held for sale.
In January 2026, the Company’s Board of Directors approved the sale of one of the Company’s buildings and the related land (the “Disposal Asset”). The approval of the plan to sell, combined with management’s commitment to actively market the Disposal Asset, satisfied the required held‑for‑sale classification criteria. At the time the Disposal Asset met the held‑for‑sale criteria, it was substantially vacant, not utilized in the Company’s operations and had a carrying value of $
Earnings per Share
Basic earnings per share is calculated using the Company’s weighted-average outstanding common shares. Diluted earnings per share is calculated using the Company’s weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method.
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 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 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.
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 for which service fees are collected and recognized when the Company processes credit card payments on behalf of the courts via its websites through which the public can e-file cases or pay traffic citations.
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, and subsequent interim periods, with early adoption permitted. The amendments should be applied prospectively; however, retrospective application is also permitted. The Company is currently in the process of reviewing 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 three months ended December 31, 2025.
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, and were approximately $
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For the three months ended December 31, |
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2025 |
2024 |
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Country/ Territory |
Revenue |
% of total revenue |
Revenue |
% of total revenue |
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Australia |
$ | % | $ | % | ||||||||||||
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Canada |
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Guam |
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Commonwealth of the Northern Mariana Islands |
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Total |
$ | % | $ | % | ||||||||||||
The components of total deferred revenues, including the long-term portion, are as follows (in thousands):
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December 31, 2025 |
September 30, 2025 |
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|
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 (Current) |
Deferred Revenue (Non-current) |
|||||||
|
Balance as of September 30, 2024 |
$ | $ | ||||||
|
Increase (decrease), net |
( |
) | ( |
) | ||||
|
Balance as of December 31, 2024 |
$ | $ | ||||||
|
Balance as of September 30, 2025 |
$ | $ | ||||||
|
Increase (decrease), net |
( |
) | ( |
) | ||||
|
Balance as of December 31, 2025 |
$ | $ | ||||||
The decreases in deferred revenue during the three months ended December 31, 2025 and 2024 were primarily driven by the recognition of revenue associated with performance obligations satisfied during the period, partially offset by amounts billed in advance for new and renewal contracts.
During the three months ended December 31, 2025 and 2024, $
Note 4. Fair Value of Financial Instruments
The Company’s financial instruments include marketable securities, and cash equivalents are measured at fair value on a recurring basis.
As of December 31, 2025, 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 consolidated balance sheet 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 December 31, 2025 and September 30, 2025.
The following table summarizes the fair value hierarchy of financial assets measured at fair value as of December 31, 2025 (in thousands):
|
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
|
Money market funds (cash equivalent) |
$ | $ | $ | $ | ||||||||||||
|
Marketable securities |
||||||||||||||||
|
Total assets at fair value |
$ | $ | $ | $ | ||||||||||||
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 equivalent) |
$ | $ | $ | $ | ||||||||||||
|
Marketable securities |
||||||||||||||||
|
Total assets at fair value |
$ | $ | $ | $ | ||||||||||||
Marketable Securities
As of December 31, 2025 and September 30, 2025, there were accumulated pretax unrealized gains of marketable securities of $
During the three months ended December 31, 2025 and 2024, the Company recorded and included in net income (loss), net unrealized losses on marketable securities of $
Investments in marketable securities as of December 31, 2025 and September 30, 2025 are summarized below (in thousands).
|
December 31, 2025 |
September 30, 2025 |
|||||||||||||||||||||||
|
Aggregate |
Amortized/ |
Pretax |
Aggregate |
Amortized/ |
Pretax |
|||||||||||||||||||
|
Marketable securities: |
||||||||||||||||||||||||
|
Common stocks |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Note 5. Income Taxes
For the three months ended December, 2025, the Company recorded an income tax benefit of $
For the three months ended December 31, 2024, 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 with regard to federal income taxes and fiscal year for state income taxes. The Canadian subsidiary files a federal and provincial tax return in Canada.
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, and other equity-based awards. As of both December 31, 2025, and 2024, there were
For its restricted stock units, the Company uses the closed 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:
|
Number of RSUs outstanding |
Weighted Average Grant Date Fair Value per Share |
|||||||
|
Unvested as of October 1, 2024 |
$ | |||||||
|
Granted |
||||||||
|
Vested |
||||||||
|
Forfeited |
||||||||
|
Unvested as of December 31, 2024 |
$ | |||||||
|
Unvested as of October 1, 2025 |
$ | |||||||
|
Granted |
||||||||
|
Vested |
( |
) | ||||||
|
Forfeited |
||||||||
|
Unvested as of December 31, 2025 |
$ | |||||||
As of December 31, 2025 and 2024, the total fair value of shares vested during the respective quarters was immaterial.
Note 7. Accrued Liabilities
Current accrued liabilities consist of (in thousands):
|
December 31, 2025 |
September 30, 2025 |
|||||||
|
Accrued vacation |
$ | $ | ||||||
|
Accrued payroll |
||||||||
|
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
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 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 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 this period.
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 December 31, |
||||||||
|
2025 |
2024 |
|||||||
|
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 segments are defined as components of an enterprise for which discrete financial information is available and is 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 statements of operations, comparing results with prior periods, forecasts, and relevant expenditure categories for each segment.
The Company identifies its 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 are comprised of advertising, circulation, and advertising service fees and other, while Journal Technologies revenues are comprised of 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 three months ended December 31, 2025 and 2024, are set forth below (in thousands):
|
Reportable Segments |
||||||||||||||||||||||||||||||||
|
Traditional Business |
Journal Technologies |
Corporate |
Total |
|||||||||||||||||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
|||||||||||||||||||||||||
|
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 |
— | — | — | — | ||||||||||||||||||||||||||||
|
Interest expense |
— | — | — | — | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
|
Net unrealized gains (losses) on marketable securities |
— | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||
|
Other |
58 | (59 | ) | ( |
) | |||||||||||||||||||||||||||
|
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 expense.
The measure of segment assets reviewed by the CODM is the consolidated total assets, as reported on the consolidated balance sheet. The following table presents the measure of segment assets regularly provided to the CODM as of (in thousands):
| Traditional Business | Journal Technologies | Corporate | Total | |||||||||||||||||||||||||||||
|
December 31, 2025 |
September 30, 2025 |
December 31, 2025 |
September 30, 2025 |
December 31, 2025 |
September 30, 2025 |
December 31, 2025 |
September 30, 2025 |
|||||||||||||||||||||||||
|
Total assets |
$ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
The Company’s long-lived assets, which consist primarily of property, plant and equipment, net, and operating lease right-of-use assets, are primarily located in the United States. As of December 31, 2025 and September 30, 2025, no individual country other than the U.S. accounted for 10% or more of these assets.
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 three months ended December 31, 2025 and 2024, are set forth below (in thousands):
|
Reportable Segments |
||||||||||||||||||||||||||||||||
|
Traditional Business |
Journal Technologies |
Corporate |
Total |
|||||||||||||||||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
|||||||||||||||||||||||||
|
Revenues |
||||||||||||||||||||||||||||||||
|
Advertising |
$ | 3,265 | $ | 3,011 | $ | — | $ | — | $ | — | $ | — | $ | 3,265 | $ | 3,011 | ||||||||||||||||
|
Circulation |
1,085 | 1,080 | — | — | — | — | 1,085 | 1,080 | ||||||||||||||||||||||||
|
Licensing and maintenance fees |
— | — | 8,507 | 7,525 | — | — | 8,507 | 7,525 | ||||||||||||||||||||||||
|
Consulting fees |
— | — | 2,160 | 2,599 | — | — | 2,160 | 2,599 | ||||||||||||||||||||||||
|
Other public service fees |
— | — | 4,521 | 3,489 | — | — | 4,521 | 3,489 | ||||||||||||||||||||||||
|
Total operating revenues |
4,350 | 4,091 | 15,188 | 13,613 | — | — | 19,538 | 17,704 | ||||||||||||||||||||||||
|
Operating expenses |
||||||||||||||||||||||||||||||||
|
Personnel |
2,682 | 2,309 | 10,289 | 9,566 | — | — | 12,971 | 11,875 | ||||||||||||||||||||||||
|
Other segment items* |
2,285 | 1,496 | 3,805 | 3,591 | — | — | 6,090 | 5,087 | ||||||||||||||||||||||||
|
Total operating expenses |
4,967 | 3,805 | 14,094 | 13,157 | — | — | 19,061 | 16,962 | ||||||||||||||||||||||||
|
Income (loss) from operations |
(617 | ) | 286 | 1,094 | 456 | — | — | 477 | 742 | |||||||||||||||||||||||
|
Dividends and interest income |
— | — | — | — | 1,302 | 1,184 | 1,302 | 1,184 | ||||||||||||||||||||||||
|
Interest expense |
— | — | — | — | (255 | ) | (385 | ) | (255 | ) | (385 | ) | ||||||||||||||||||||
|
Net unrealized gains (losses) on marketable securities |
— | — | — | — | (11,679 | ) | 13,413 | (11,679 | ) | 13,413 | ||||||||||||||||||||||
|
Other |
— | — | — | — | 58 | (59 | ) | 58 | (59 | ) | ||||||||||||||||||||||
|
Pretax income (loss) |
(617 | ) | 286 | 1,094 | 456 | (10,574 | ) | 14,153 | (10,097 | ) | 14,895 | |||||||||||||||||||||
|
Income tax benefit (expense) |
(10 | ) | (75 | ) | (230 | ) | (175 | ) | 2,360 | (3,750 | ) | 2,120 | (4,000 | ) | ||||||||||||||||||
|
Net income (loss) |
$ | (627 | ) | $ | 211 | $ | 864 | $ | 281 | $ | (8,214 | ) | $ | 10,403 | $ | (7,977 | ) | $ | 10,895 | |||||||||||||
Comparison of the three months ended December 31, 2025 to the three months ended December 31, 2024
Consolidated Financials Comparison
Consolidated revenues were $19.5 million and $17.7 million for three months ended December 31, 2025 and 2024, respectively. This increase of $1.8 million (9.4%) was primarily from increases in (i) Journal Technologies’ other public service fees of $1.0 million, and license and maintenance fees of $1.0 million, and (ii) the Traditional Business’ advertising revenues of $0.3 million.
Approximately 78% and 77% of our revenues during the three months ended December 31, 2025 and 2024 were derived from Journal Technologies. In addition, our revenues during the three months ended December 31, 2025 were primarily from the United States, with approximately $1.1 million (5.8%) from foreign countries. Almost all of Journal Technologies’ revenues are from governmental agencies.
Consolidated operating expenses increased by $2.1 million (12%) to $19.1 million from $17.0 million. Total salaries and employee benefits increased by $1.1 million (9%) to $13.0 million from $11.9 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 $0.8 million (42%) to $2.6 million from $1.8 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 $0.7 million (43%) to $2.1 million from $1.4 million, primarily due to higher accounting and consulting fees associated with remediation of material weaknesses in internal controls.
Other expenses for the three months ended December 31, 2025 increased by $24.7 million, resulting in $10.6 million of other expense, compared with $14.2 million of other income for the three months ended December 31, 2024. This change was primarily driven by unrealized losses on marketable securities of $11.7 million, compared with unrealized gains of $13.4 million in the prior-year period.
During the three months ended December 31, 2025 and 2024, consolidated pretax loss was $10.1 million and pretax income was $14.9 million, respectively, and consolidated net loss was $8.0 million and net income was $10.9 million, respectively.
As of December 31, 2025, the aggregate fair market value of the Company’s marketable securities was $481.3 million. These securities had approximately $342.2 million of cumulative unrealized gains before taxes of $89.0 million. Most of the unrealized gains were in the common stocks of three U.S. financial institutions and one foreign manufacturer.
Taxes
During the three months ended December 31, 2025, the Company recorded an income tax benefit of $2.1 million on the pretax loss of $10.1 million. The income tax benefit and expense consisted primarily of tax benefit of $2.4 million related to unrealized losses on marketable securities, and $0.3 million on income from US operations and dividend income. Consequently, the overall effective tax rate for the three months ended December 31, 2025 was 21.3%, after including the taxes on the unrealized gains on marketable securities.
For the three months ended December 31, 2024, the Company recorded an income tax provision of $4.0 million on pretax income of $14.9 million. The income tax provision consisted of $3.5 million related to unrealized gains on marketable securities, $0.02 million related to income from foreign operations, $0.3 million related to income from U.S. operations and dividend income, $0.01 million related to the dividends received deduction and other permanent book and tax differences, and $0.2 million related to the effect of a change in state apportionment on the beginning-of-year deferred tax liability. Consequently, the overall effective tax rate for the three months ended December 31, 2024 was 26.9%, after including taxes on 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 2021 with regard to federal income taxes and fiscal year 2020 for state income taxes. The Canadian subsidiary files a federal and provincial tax return in Canada.
Journal Technologies
For the three months ended December 31, 2025, Journal Technologies’ pretax income increased by $0.6 million (140%) to $1.1 million, compared to $0.5 million for the three months ended December 31, 2024. The increase was primarily attributable to higher revenues of $1.6 million, partially offset by increased operating expenses of $0.9 million.
Revenues increased by $1.6 million (12%) to $15.2 million from $13.6 million during the prior-year quarter. Licensing and maintenance fees increased by $1.0 million (13%) to $8.5 million, while other public service fees increased by $1.0 million (30%) to $4.5 million, primarily due to increased e-filing revenues. Consulting fees decreased by $0.4 million (17%) to $2.2 million, primarily due to the timing of project go-lives and deferred revenue recognition.
Operating expenses increased by $0.9 million (7%) to $14.1 million, primarily due to increased personnel costs, higher contractor utilization, and increased hosting costs billed to customers.
Traditional Business
For the three months ended December 31, 2025, the Traditional Business reported a pretax loss of $0.6 million, compared to pretax income of $0.3 million for the three months ended December 31, 2024. This decrease was primarily attributable to increased personnel costs and other operating expenses.
Total revenues increased by $0.3 million (6%) to $4.4 million from $4.1 million in the prior-year quarter. Advertising revenues increased by $0.3 million (8%) to $3.3 million, while circulation revenues remained consistent.
The Daily Journals accounted for approximately 94% of the Traditional Business’ total circulation revenues, which remained consistent year-over-year.
The Traditional Business segment operating expenses increased by $1.2 million (31%) to $5.0 million from $3.8 million, primarily resulting from increased personnel costs, 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 expenses associated with proxy solicitation and stockholder outreach activities.
Liquidity and Capital Resources
During the three months ended December 31, 2025, our cash and cash equivalents, restricted cash, and marketable securities decreased by $15.7 million, reflecting net pretax unrealized losses on marketable securities of $11.7 million. The investments in marketable securities, which had an adjusted cost basis of approximately $139.1 million and a market value of approximately $481.3 million as of December 31, 2025, generated approximately $1.3 million in dividends and interest income during the three months ended December 31, 2025. These securities had approximately $342.2 million of cumulative unrealized gains before estimated taxes of $89.0 million which will become due only when we sell securities in which there is realized appreciation.
No marketable securities were sold during the three months ended December 31, 2025. 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 December 31, 2025 and September 30, 2025, respectively.
As of December 31, 2025, we had working capital of $486.6 million, including the liabilities for deferred revenue of $18.0 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 securities 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.
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):
|
December 31, 2025 |
December 31, 2024 |
Change |
||||||||||
|
Net cash (used in) provided by: |
||||||||||||
|
Operating activities |
$ | (1,938 | ) | $ | 2,205 | $ | (4,143 | ) | ||||
|
Investing activities |
(7 | ) | — | (7 | ) | |||||||
|
Financing activities |
(2,042 | ) | (41 | ) | (2,001 | ) | ||||||
|
Net increase (decrease) in cash and cash equivalents |
$ | (3,987 | ) | $ | 2,164 | $ | (6,151 | ) | ||||
Operating Activities
For the three months ended December 31, 2025, net cash used in operating activities was $1.9 million. Cash used in operating activities during the quarter consisted of a net loss of $8.0 million, adjusted for non-cash items of $9.6 million, and cash used for working capital of $3.5 million. Adjustments for non-cash items consisted primarily of $11.7 million of net unrealized losses on marketable securities, $2.2 million of deferred income tax benefit, and $0.1 million of depreciation and amortization expenses. The use of cash from changes in operating assets and liabilities was primarily attributable to a $7.6 million decrease in accrued liabilities, including non-qualified deferred compensation, $0.3 million decrease in deferred revenue, and $0.2 million increase prepaid expenses and other assets, partially offset by a $3.9 million decrease in accounts receivable, reflecting improved collections, and a $0.6 million increase in accounts payable.
For the three months ended December 31, 2024, net cash provided by operating activities was $2.2 million. Cash provided by operating activities during the quarter consisted of net income of $10.9 million, adjusted for non-cash items of $9.3 million, partially offset by cash used for working capital of $0.6 million. Adjustments for non-cash items consisted primarily of $13.4 million of net realized and unrealized gains on marketable securities, $4.0 million of deferred income tax expense, and $0.1 million of depreciation and amortization expense. The use of cash from changes in operating assets and liabilities was primarily attributable to a $3.7 million decrease in deferred revenue, reflecting the recognition of previously deferred license, maintenance, and consulting revenues, and a $2.8 million decrease in accrued liabilities, including non-qualified deferred compensation. These uses of cash were partially offset by a $6.6 million decrease in accounts receivable, reflecting improved collections, and a $0.4 million increase in accounts payable.
Investing Activities
For the three months ended December 31, 2025 and 2024, net cash used in investing activities was was negligible or nil.
Financing Activities
For the three months ended December 31, 2025, net cash used in financing activities totaled $2.0 million, consisting primarily of a $2.0 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 December 31, 2025 from those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our 2025 Annual Report.
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, or the Exchange Act, and are not required to provide the information required under this item.
Item 4. Controls and Procedures
In light of the material weaknesses in the Company’s internal control over financial reporting discussed in the Company’s Form 10-K for the fiscal year ended September 30, 2025, management continued the execution of its remediation plan and substantially enhanced the Company’s internal control framework. During the quarter ended December 31, 2025, management continued the implementation of the key remediation measures designed to address the previously identified material weaknesses.
Management has obtained evidence supporting the design and implementation of the enhanced controls and has commenced testing of their design and operating effectiveness. While management believes the material weaknesses have been addressed through these remediation efforts, final validation is subject to the completion of testing procedures and demonstration of sustained operating effectiveness over a sufficient period of time.
Accordingly, as of December 31, 2025, management concluded that the Company’s disclosure controls and procedures were not yet effective.
Specifically, during the first quarter of fiscal 2026, the Company:
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Finalized enhancements to its enterprise resource planning (ERP) system to strengthen system-based segregation of duties, user access governance, and workflow approvals. |
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Completed the expansion and realignment of finance and accounting personnel to reinforce segregation of responsibilities and strengthen supervisory review controls. |
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Formalized and implemented enhanced revenue recognition review protocols, including standardized documentation and layered review procedures over deferred revenue. |
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Continued engagement with a third-party consulting firm to validate control design, support operating effectiveness testing, and benchmark the Company’s internal control framework against accelerated filer standards. |
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Enhanced executive management and Audit Committee oversight through structured reporting and periodic internal control review sessions. |
There were no material changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2025, except for the remediation activities described above.
PART II—
Item 1. Legal Proceedings.
From time to time, we may become involved in legal proceedings arising in the ordinary course of business. We are not currently a party to any litigation or legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, negative publicity and reputational harm, and other factors.
Item 6. Exhibits.
The following documents are filed as part of this Report:
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31.1 |
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31.2 |
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32.1 |
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32.2 |
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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) |
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: February 17, 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: February 17, 2026 |
/s/ Erik Nakamura |
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Erik Nakamura Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Steven Myhill-Jones, certify that:
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1. |
I have reviewed this quarterly report on Form 10-Q of Daily Journal Corporation for the quarter ended December 31, 2025; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of registrant as of, and for, the periods presented in this report; |
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4. |
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a. |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; |
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b. |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c. |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d. |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
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a. |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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b. |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: February 17, 2026 |
/s/ Steven Myhill-Jones |
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Steven Myhill-Jones Chief Executive Officer and Chairman of the Board (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Erik Nakamura, certify that:
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1. |
I have reviewed this quarterly report on Form 10-Q of Daily Journal Corporation for the quarter ended December 31, 2025; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of registrant as of, and for, the periods presented in this report; |
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4. |
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a. |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; |
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b. |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c. |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d. |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
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a. |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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b. |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: February 17, 2026 |
/s/ Erik Nakamura |
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Erik Nakamura Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of Daily Journal Corporation (the “Company”) on Form 10-Q for the quarter ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof to which this Certification is attached as Exhibit 32.1 (the “Report”), I certify, pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: February 17, 2026 |
/s/ Steven Myhill-Jones |
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Steven Myhill-Jones Chief Executive Officer and Chairman of the Board (Principal Executive Officer) |
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, and is not being filed as part of the Report or as a separate disclosure document.
Exhibit 32.2
CERTIFICATION PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of Daily Journal Corporation (the “Company”) on Form 10-Q for the quarter ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof to which this Certification is attached as Exhibit 32.2 (the “Report”), I certify, pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: February 17, 2026 |
/s/ Erik Nakamura |
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Erik Nakamura Chief Financial Officer (Principal Financial Officer) |
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, and is not being filed as part of the Report or as a separate disclosure document.