Daily Journal Corp 10-Q for FY2020 Q3
Daily Journal Corp (DJCO)
About this 10-Q
Daily Journal Corp filed this 10-Q on August 7, 2020, covering the quarter ended June 30, 2020 (FY2020 Q3).
Headline figures
Quarter ended June 30, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $12.87M
- down 11.3% from $14.52M a year earlier
- Net income
- $14.27M
- up 273.4% from net income of $3.82M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| | QUARTERLY REPORT UNDER 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 |
For the transition period from _______________ to _____________________
Commission File Number
DAILY JOURNAL CORPORATION
(Exact name of registrant as specified in its charter)
| | |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
| | |
| | |
| (Address of principal executive offices) | (Zip code) |
(
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | |
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.
| Large Accelerated Filer: ☐ | |
| Non-accelerated Filer: ☐ | Smaller Reporting Company: |
| Emerging Growth Company: |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes:
Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date:
DAILY JOURNAL CORPORATION
INDEX
| Page Nos. | |
| PART I Financial Information |
|
| Item 1. Financial Statements |
|
| Consolidated Balance Sheets - June 30, 2020 and September 30, 2019 |
3 |
| Consolidated Statements of Comprehensive Income - Three months ended June 30, 2020 and 2019 |
4 |
| Consolidated Statements of Comprehensive Loss - Nine months ended June 30, 2020 and 2019 |
5 |
| Consolidated Statements of Shareholders’ Equity - Nine months ended June 30, 2020 and 2019 |
6 |
| Consolidated Statements of Cash Flows - Nine months ended June 30, 2020 and 2019 |
7 |
| Notes to Consolidated Financial Statements |
8 |
| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
15 |
| Item 3. Quantitative and Qualitative Disclosures about Market Risk |
24 |
| Item 4. Controls and Procedures |
24 |
| Part II Other Information |
|
| Item 1A. Risk Factors |
25 |
| Item 6. Exhibits |
25 |
PART I
Item 1. FINANCIAL STATEMENTS
DAILY JOURNAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 30 | September 30 | |||||||
| 2020 | 2019 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Marketable securities at fair value -- common stocks of $ at June 30 2020 and $ at September 30, 2019 | ||||||||
| Accounts receivable, less allowance for doubtful accounts of $ at June 30, 2020 and $ at September 30, 2019 | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Income tax receivable | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, at cost | ||||||||
| Land, buildings and improvements | ||||||||
| Furniture, office equipment and computer software | ||||||||
| Machinery and equipment | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Operating lease right-of-use assets | --- | |||||||
| Deferred income taxes - Federal | ||||||||
| Deferred income taxes - State | ||||||||
| $ | $ | |||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Note payable collateralized by real estate | ||||||||
| Deferred subscriptions | ||||||||
| Deferred installation contracts | ||||||||
| Deferred maintenance agreements and others | ||||||||
| Total current liabilities | ||||||||
| Long term liabilities | ||||||||
| Investment margin account borrowings | ||||||||
| Note payable collateralized by real estate | ||||||||
| Deferred maintenance agreements | ||||||||
| Accrued liabilities | ||||||||
| Deferred income taxes | ||||||||
| Total long term liabilities | ||||||||
| Commitments and contingencies (Notes 8 and 9) | --- | --- | ||||||
| Shareholders' equity | ||||||||
| Preferred stock, $ par value, shares authorized and shares issued | --- | --- | ||||||
| Common stock, $ par value, shares authorized; shares issued, including treasury shares, at June 30, 2020 and September 30, 2019 | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Total shareholders' equity | ||||||||
| $ | $ | |||||||
See accompanying Notes to Consolidated Financial Statements
DAILY JOURNAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| Three months ended June 30 | ||||||||
| 2020 | 2019 | |||||||
| Revenues | ||||||||
| Advertising | $ | $ | ||||||
| Circulation | ||||||||
| Advertising service fees and other | ||||||||
| Licensing and maintenance fees | ||||||||
| Consulting fees | ||||||||
| Other public service fees | ||||||||
| Costs and expenses | ||||||||
| Salaries and employee benefits | ||||||||
| 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 | ||||||||
| Other general and administrative expenses | ||||||||
| Income from operations | ||||||||
| Other income (expense) | ||||||||
| Dividends and interest income | ||||||||
| Other income | --- | |||||||
| Net unrealized gains on investments | ||||||||
| Interest expense on note payable collateralized by real estate | ( | ) | ( | ) | ||||
| Interest expense on margin loans and others | ( | ) | ( | ) | ||||
| Income before income taxes | ||||||||
| Provision for income taxes | ( | ) | ( | ) | ||||
| Net income | $ | $ | ||||||
| Weighted average number of common shares outstanding - basic and diluted | ||||||||
| Basic and diluted net income per share | $ | $ | ||||||
| Comprehensive income | $ | $ | ||||||
See accompanying Notes to Consolidated Financial Statements.
DAILY JOURNAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
| Nine months ended June 30 | ||||||||
| 2020 | 2019 | |||||||
| Revenues | ||||||||
| Advertising | $ | $ | ||||||
| Circulation | ||||||||
| Advertising service fees and other | ||||||||
| Licensing and maintenance fees | ||||||||
| Consulting fees | ||||||||
| Other public service fees | ||||||||
| Costs and expenses | ||||||||
| Salaries and employee benefits | ||||||||
| 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 | ||||||||
| Other general and administrative expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Dividends and interest income | ||||||||
| Other income | ||||||||
| Net unrealized losses on investments | ( | ) | ( | ) | ||||
| Interest expense on note payable collateralized by real estate | ( | ) | ( | ) | ||||
| Interest expense on margin loans and others | ( | ) | ( | ) | ||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Benefit from income taxes | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of common shares outstanding - basic and diluted | ||||||||
| Basic and diluted loss per share | $ | ( | ) | $ | ( | ) | ||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
See accompanying Notes to Consolidated Financial Statements.
DAILY JOURNAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
| Accumulated | ||||||||||||||||||||||||||||||||
| Additional | Other | Total | ||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Paid-in | Retained | Comprehensive | Shareholders' | |||||||||||||||||||||||||||
| Share | Amount | Share | Amount | Capital | Earnings | Income | Equity | |||||||||||||||||||||||||
| Balance at September 30, 2018 | $ | ( | ) | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||||
| Adoption of new accounting pronouncement | --- | --- | --- | --- | --- | ( | ) | --- | ||||||||||||||||||||||||
| Net loss | --- | --- | --- | --- | --- | ( | ) | --- | ( | ) | ||||||||||||||||||||||
| Balance at December 31, 2018 | ( | ) | ( | ) | --- | |||||||||||||||||||||||||||
| Net income | --- | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||
| Balance at March 31, 2019 | ( | ) | ( | ) | --- | |||||||||||||||||||||||||||
| Net income | --- | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||
| Balance at June 30, 2019 | $ | ( | ) | $ | ( | ) | $ | $ | $ | --- | $ | |||||||||||||||||||||
| Balance at September 30, 2019 | $ | ( | ) | $ | ( | ) | $ | $ | $ | --- | $ | |||||||||||||||||||||
| Net income | --- | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||
| Balance at December 31, 2019 | ( | ) | ( | ) | --- | |||||||||||||||||||||||||||
| Net loss | --- | --- | --- | --- | --- | ( | ) | --- | ( | ) | ||||||||||||||||||||||
| Balance at March 31, 2020 | ( | ) | ( | ) | --- | |||||||||||||||||||||||||||
| Net income | --- | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||
| Balance at June 30, 2020 | $ | ( | ) | $ | ( | ) | $ | $ | $ | --- | $ | |||||||||||||||||||||
See accompanying Notes to Consolidated Financial Statements
DAILY JOURNAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine months ended June 30 | ||||||||
| 2020 | 2019 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operations | ||||||||
| Depreciation and amortization | ||||||||
| Increase in bad debt allowance | --- | |||||||
| Net unrealized losses on investments | ||||||||
| Deferred income taxes | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities | ||||||||
| (Increase) decrease in current assets | ||||||||
| Accounts receivable, net | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ||||||
| Prepaid expenses and other assets | ( | ) | ||||||
| Income tax receivable | ( | ) | ||||||
| Increase (decrease) in liabilities | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued liabilities | ||||||||
| Deferred subscriptions | ( | ) | ||||||
| Deferred maintenance agreements and others | ||||||||
| Deferred installation contracts | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchases of property, plant and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from margin loan borrowing | --- | |||||||
| Payment of real estate loan principal | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents | ||||||||
| Beginning of period | ||||||||
| End of period | $ | $ | ||||||
| Interest paid during period | $ | $ | ||||||
| Net income taxes paid (refunded) | $ | $ | ( | ) | ||||
See accompanying Notes to Consolidated Financial Statements.
DAILY JOURNAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - The Corporation and Operations
Daily Journal Corporation (the “Company”) publishes newspapers and web sites covering California and Arizona and produces several specialized information services. It also serves as a newspaper representative specializing in public notice advertising. This is sometimes referred to as the Company’s “Traditional Business”.
Journal Technologies, Inc. (“Journal Technologies”), a wholly-owned subsidiary of 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 efiling and a website to pay traffic citations and fees online, and bar members. These products are licensed to more than 500 organizations in 42 states and internationally.
Essentially all of the Company’s U.S. operations are based in California, Arizona, Colorado and Utah. The Company also has a presence in Australia where Journal Technologies is working on two software installation projects.
Note 2 - Basis of Presentation
In the opinion of the Company, the accompanying interim unaudited consolidated financial statements contain all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of its financial position as of June 30, 2020, its results of operations for the three- and nine-months periods ended June 30, 2020 and 2019, its consolidated statements of shareholders’ equity for the nine months ended June 30, 2020 and 2019 and cash flows for the nine months ended June 30, 2020 and 2019. The results of operations for the nine months ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year.
The consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2019.
Note 3 - Accounting Standards Adopted in Fiscal 2020
In February 2016, the Financial Accounting Standard Board issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) which requires that all leases be recognized by lessees on the balance sheet through a right-of-use (ROU) asset and corresponding lease liability, including today’s operating leases. During the first quarter of fiscal 2020, the Company adopted this standard using the modified retrospective method, which does not require an adjustment to comparative period financial statements. At June 30, 2020, the Company recorded a right-of-use (ROU) asset and lease liability of approximately $
Note 4 – Revenue Recognition
The Company recognizes revenues in accordance with the provisions of ASU No. 2014-09, Revenue from Contracts with Customers (ASC Topic 606), which it adopted effective October 1, 2017, using the modified retrospective method.
For the Company’s Traditional Business, proceeds from the sale of subscriptions for newspapers, court rule books and other publications and other services are recorded as deferred revenue and are included in earned revenue only when the services are provided, generally over the subscription term. Advertising revenues are recognized when advertisements are published and are net of agency commissions.
Journal Technologies’ contracts may include several products and services, which are generally distinct and include separate transaction pricing and performance obligations. Most are one-transaction contracts. These current subscription-type contract revenues include (i) implementation consulting fees to configure the system to go-live, (ii) subscription software license, maintenance (including updates and upgrades) and support fees, and (iii) third-party hosting fees when used. Revenues for consulting are recognized at point of delivery (go-live) upon completion of services. These contracts include assurance warranty provisions for limited periods and do not include financing terms. For some contracts, the Company acts as a principal with respect to certain services, such as data conversion, interfaces and hosting that are provided by third-parties, and recognizes such revenues on a gross basis. For legacy contracts with perpetual license arrangements, licenses and consulting services are recognized at point of delivery, and maintenance revenues are recognized ratably after the go-live. Other public service fees are earned and recognized as revenues when the Company processes credit card payments on behalf of the courts via its websites through which the public can efile 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.
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. Also, as a practical expedient, the Company has elected not to include its evaluation of variable consideration of certain usage-based public service fees that are included in some contracts. Furthermore, there are no fulfillment costs to be capitalized for the software contracts because these costs do not generate or enhance resources that will be used in satisfying future performance obligations.
Note 5 - Basic and Diluted Income Per Share
The Company does not have any common stock equivalents, and therefore basic and diluted income (loss) per share are the same.
Note 6 - Investments in Marketable Securities
All investments are classified as “Current assets” because they are available for sale at any time. These “available-for-sale” marketable securities are stated at fair value. The Company uses quoted prices in active markets for identical assets (consistent with the Level 1 definition in the fair value hierarchy) to measure the fair value of its investments on a recurring basis pursuant to ASC 820, Fair Value Measurement. As of June 30, 2020 and September 30, 2019, there were net accumulated unrealized gains of $
The Company adopted ASU No. 2016-01, Subtopic 825-10 in the prior fiscal year. For the three- and nine-months ended June 30, 2020, the Company recorded and included in its net income (loss) the net unrealized gains on investments of $
Investments in marketable securities as of June 30, 2020 and September 30, 2019 are summarized below.
Investments in Marketable Securities
| June 30, 2020 | September 30, 2019 | |||||||||||||||||||||||
| Aggregate fair value | Adjusted cost basis | Pretax net unrealized gains | Aggregate fair value | Amortized/ Adjusted cost basis | Pretax unrealized gains | |||||||||||||||||||
| Marketable securities | ||||||||||||||||||||||||
| Common stocks | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Note 7 - Income Taxes
For the nine months ended June 30, 2020, the Company recorded an income tax benefit of $
The CARES Act, which was signed into law on March 27, 2020, contains two federal tax provisions beneficial to the Company. One provision provides that net operating losses arising in tax years beginning in 2018, that were previously only available to be carried forward, can now be carried back to the five previous years. In addition, any alternative minimum tax credits carried forward from prior years can be claimed as a refund in years beginning in 2018. Consequently, the Company recorded a tax benefit resulting from carrying back a portion of the net operating loss generated in fiscal 2019 to fiscal 2014. The Company anticipates receiving a refund for all taxes and alternative minimum taxes paid in fiscal 2014. The resulting tax benefit from carrying back the net operating loss is primarily attributable to the difference in the federal tax rates of 34% in fiscal 2014 and 21% in fiscal 2019.
For the nine months ended June 30, 2019, the Company recorded an income tax benefit of $
The Company’s effective tax rate was
The Company files consolidated federal income tax returns in the United States and with various state jurisdictions and is no longer subject to examinations for fiscal years before fiscal with regard to federal income taxes and fiscal for state income taxes.
Note 8 - Debt and Commitments
During fiscal 2013, the Company borrowed from its investment margin account the aggregate purchase price of $
In 2015, the Company purchased a
The Company also owns its facilities in Los Angeles and leases space for its other offices under operating leases which expire at various dates through fiscal 2022.
Note 9 - Contingencies
From time to time, the Company is subject to contingencies, including litigation, arising in the normal course of its business. While it is not possible to predict the results of such contingencies, management does not believe the ultimate outcome of these matters will have a material effect on the Company’s financial position or results of operations or cash flows.
Note 10 - Operating Segments
The Company’s reportable segments are: (i) the Traditional Business and (ii) Journal Technologies. All inter-segment transactions were eliminated. Summarized financial information regarding the Company’s reportable segments is shown in the following table:
| Reportable Segments | ||||||||||||||||
| Traditional Business | Journal Technologies | Corporate income and expenses |
Total | |||||||||||||
| Nine months ended June 30, 2020 | ||||||||||||||||
| Revenues | ||||||||||||||||
| Advertising | $ | $ | --- | $ | --- | $ | ||||||||||
| Circulation | --- | --- | ||||||||||||||
| Advertising service fees and other | --- | --- | ||||||||||||||
| Licensing and maintenance fees | --- | --- | ||||||||||||||
| Consulting fees | --- | --- | ||||||||||||||
| Other public service fees | --- | --- | ||||||||||||||
| Operating expenses | --- | |||||||||||||||
| Loss from operations | ( | ) | ( | ) | --- | ( | ) | |||||||||
| Dividends and interest income | --- | --- | ||||||||||||||
| Other income | --- | --- | ||||||||||||||
| Net unrealized losses on investments | --- | --- | ( | ) | ( | ) | ||||||||||
| Interest expenses on note payable collateralized by real estate | ( | ) | --- | --- | ( | ) | ||||||||||
| Interest expenses on margin loans and others | --- | --- | ( | ) | ( | ) | ||||||||||
| Pretax loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax benefit | ||||||||||||||||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total assets | ||||||||||||||||
| Capital expenditures | --- | |||||||||||||||
| Reportable Segments | ||||||||||||||||
| Traditional Business | Journal Technologies | Corporate income and expenses |
Total | |||||||||||||
| Nine months ended June 30, 2019 | ||||||||||||||||
| Revenues | ||||||||||||||||
| Advertising | $ | $ | --- | $ | --- | $ | ||||||||||
| Circulation | --- | --- | ||||||||||||||
| Advertising service fees and other | --- | --- | ||||||||||||||
| Licensing and maintenance fees | --- | --- | ||||||||||||||
| Consulting fees | --- | --- | ||||||||||||||
| Other public service fees | --- | --- | ||||||||||||||
| Operating expenses | --- | |||||||||||||||
| Income (loss) from operations | ( | ) | --- | ( | ) | |||||||||||
| Dividends and interest income | --- | --- | ||||||||||||||
| Other income | --- | --- | ||||||||||||||
| Net unrealized losses on investments | --- | --- | ( | ) | ( | ) | ||||||||||
| Interest expenses on note payable collateralized by real estate | ( | ) | --- | --- | ( | ) | ||||||||||
| Interest expenses on margin loans | --- | --- | ( | ) | ( | ) | ||||||||||
| Pretax income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax (expense) benefit | ( | ) | ||||||||||||||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total assets | ||||||||||||||||
| Capital expenditures | --- | |||||||||||||||
| Reportable Segments | ||||||||||||||||
| Traditional Business | Journal Technologies | Corporate income and expenses |
Total | |||||||||||||
| Three months ended June 30, 2020 | ||||||||||||||||
| Revenues | ||||||||||||||||
| Advertising | $ | $ | --- | $ | --- | $ | ||||||||||
| Circulation | --- | --- | ||||||||||||||
| Advertising service fees and other | --- | --- | ||||||||||||||
| Licensing and maintenance fees | --- | --- | ||||||||||||||
| Consulting fees | --- | --- | ||||||||||||||
| Other public service fees | --- | --- | ||||||||||||||
| Operating expenses | --- | |||||||||||||||
| Income (loss) from operations | ( | ) | --- | |||||||||||||
| Dividends and interest income | --- | --- | ||||||||||||||
| Net unrealized losses on investments | --- | --- | ||||||||||||||
| Interest expenses on note payable collateralized by real estate | ( | ) | --- | --- | ( | ) | ||||||||||
| Interest expenses on margin loans and others | --- | --- | ( | ) | ( | ) | ||||||||||
| Pretax income (loss) | ( | ) | ||||||||||||||
| Income tax benefit (expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net (loss) income | ( | ) | ||||||||||||||
| Total assets | ||||||||||||||||
| Capital expenditures | --- | --- | --- | --- | ||||||||||||
| Reportable Segments | ||||||||||||||||
| Traditional Business | Journal Technologies | Corporate income and expenses |
Total | |||||||||||||
| Three months ended June 30, 2019 | ||||||||||||||||
| Revenues | ||||||||||||||||
| Advertising | $ | $ | --- | $ | --- | $ | ||||||||||
| Circulation | --- | --- | ||||||||||||||
| Advertising service fees and other | --- | --- | ||||||||||||||
| Licensing and maintenance fees | --- | --- | ||||||||||||||
| Consulting fees | --- | --- | ||||||||||||||
| Other public service fees | --- | --- | ||||||||||||||
| Operating expenses | --- | |||||||||||||||
| Income from operations | --- | |||||||||||||||
| Dividends and interest income | --- | --- | ||||||||||||||
| Other income | --- | --- | ||||||||||||||
| Net unrealized gains on investments | --- | --- | ||||||||||||||
| Interest expenses on note payable collateralized by real estate | ( | ) | --- | --- | ( | ) | ||||||||||
| Interest expenses on margin loans | --- | --- | ( | ) | ( | ) | ||||||||||
| Pretax income | ||||||||||||||||
| Income tax expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income | ||||||||||||||||
| Total assets | ||||||||||||||||
| Capital expenditures | --- | --- | ||||||||||||||
During the nine months ended June 30, 2020 and 2019, the Traditional Business had total revenues of $
During the three months ended June 30, 2020 and 2019, the Traditional Business had total revenues of $
Approximately
The following table sets forth certain deferred obligations from October 1, 2019 through June 30, 2020:
| Beginning Balance Oct. 1, 2019 |
Addition |
Recognized | Ending Balance June 30, 2020 | |||||||||||||
| Deferred subscriptions | $ | $ | $ | ( | ) | $ | ||||||||||
| Deferred installation contracts | ( | ) | ||||||||||||||
| Deferred maintenance agreements and others | ( | ) | ||||||||||||||
Note 11 - Subsequent Events
The Company has completed an evaluation of all subsequent events through the issuance date of these financial statements and concluded that no subsequent events occurred that required recognition to the financial statements or disclosures in the Notes to Consolidated Financial Statements.
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 efiling and a website to pay traffic citations and fees online, and bar members. These products are licensed to more than 500 organizations in 42 states and internationally.
Impact of the Coronavirus (COVID-19) Pandemic
On March 13, 2020, the United States declared the outbreak of COVID-19 to be a national emergency, and several states and municipalities also declared public health emergencies. Unprecedented actions were taken by public health and governmental authorities to contain and combat the spread of COVID-19, including “stay-at-home” orders and similar mandates that restricted the daily activities of individuals and limited the operation of businesses that were deemed “non-essential.” In addition, most of Journal Technologies’ customers, which are primarily courts and governmental agencies in the United States and Canada and Australia, were either closed or significantly scaled back their activities. Similarly, many law firms and companies from which the Traditional Business derives advertising and subscription revenues also curtailed their operations and spending.
In light of this extraordinary situation, on April 30, 2020, the Company made a difficult decision to reorganize its part-time and full-time workforce at both the Traditional Business and Journal Technologies, which included some layoffs and temporary furloughs.
Management believes that the COVID-19 pandemic has had, and will continue to have, a significant impact on the Company’s business operations. That impact started in March and continued on through the quarter ended June 30, 2020. Management believes it will continue to be reflected in subsequent quarterly financial results and cash flows for the foreseeable future. This might include a substantial decrease in the value of the Company’s marketable securities portfolio or at least a fair degree of volatility. It might also include the unprecedented continued closure or scaling back of operations of courts and other governmental agencies that are the customers of Journal Technologies, and fundamental changes in the way the advertisers and subscribers of the Traditional Business conduct operations. Even if courts, governmental agencies and other businesses return to more normal operations, there are likely to be changes in those operations and personal behaviors going forward, including limitations on travel and more working from home, that will adversely affect the Company, its financial results and cash flows.
For the three months ended June 30, 2020, the Company experienced a material negative impact on its Traditional Business’ revenues which decreased substantially by $1,376,000 (31%) to $3,131,000 from $4,507,000 due to the closures and scaling back of operations of courts and other governmental agencies. This is important to note because the Company’s quarterly pretax income of $18,594,000, which increased from $5,443,000 in the prior year period, is due primarily to the recording of unrealized gains on investments of $16,489,000 for the Company’s marketable securities portfolio, as the stock market recovered some of the ground it lost from its plunge in March 2020. This is only “income” in the sense that accountants are now required to call it that. (Beginning in fiscal 2019, changes in unrealized gains (losses) on investments are now included in the Company’s net income (loss) and thus have a significant impact depending on the fluctuations of the market prices of the securities in the portfolio.) This “income” did not generate cash for the Company. Furthermore, the Company’s portfolio is concentrated in the common stocks of three U.S. financial institutions, which have not performed as well as the market as a whole. In the future, dividends income from the Company’s portfolio is expected to decrease as some banks reduce their dividends.
In recent years, the newspaper industry, including our Traditional Business, has declined, and we expect this to continue at an accelerated pace due to the impacts of COVID-19 and its aftermath, as advertising and subscription revenues decrease.
For Journal Technologies, there have been several delays or cancellations in government procurement processes. Also, although we have been able to complete some existing projects remotely, we have been unable to finish certain implementations and trainings because we cannot work with clients in-person. Given that we are typically paid for implementation services upon “go-live” of a system, receipt of those revenues is being delayed. In addition, there has been a reduction in efiling revenues and delayed client payments as many courts and other justice agencies remained closed during the quarter.
Due to the uncertainties associated with the duration and severity of the COVID-19 pandemic, the efforts to contain it, and the changes in business operations and personal behaviors that are likely to follow from it, management cannot at this point estimate the magnitude of its impact on the Company’s business operations. For risk factors associated with the Company’s businesses, please see “Item 1A – Risk Factors” of the Company’s annual report on Form 10-K for the fiscal year ended September 30, 2019, as well as the information contained in “Item 1A – Risk Factors” on page 25 of this Form 10-Q.
Comparable nine-month periods ended June 30, 2020 and 2019
The Company’s reportable segments, and its corporate income and expenses, for the nine months ended June 30, 2020, is set forth below:
| Overall Financial Results (000) |
||||||||
| For the nine months ended June 30 |
| Reportable Segments |
||||||||||||||||||||||||||||||||
| Traditional Business |
Journal Technologies |
Corporate income and expenses |
Total |
|||||||||||||||||||||||||||||
| 2020 |
2019 |
2020 |
2019 |
2020 |
2019 |
2020 |
2019 |
|||||||||||||||||||||||||
| Revenues |
||||||||||||||||||||||||||||||||
| Advertising |
$ | 5,415 | $ | 6,753 | $ | --- | $ | --- | $ | --- | $ | --- | $ | 5,415 | $ | 6,753 | ||||||||||||||||
| Circulation |
3,857 | 3,930 | --- | --- | --- | --- | 3,857 | 3,930 | ||||||||||||||||||||||||
| Advertising service fees and other |
1,923 | 2,028 | --- | --- | --- | --- | 1,923 | 2,028 | ||||||||||||||||||||||||
| Licensing and maintenance fees |
--- | --- | 16,246 | 15,244 | --- | --- | 16,246 | 15,244 | ||||||||||||||||||||||||
| Consulting fees |
--- | --- | 5,065 | 3,567 | --- | --- | 5,065 | 3,567 | ||||||||||||||||||||||||
| Other public service fees |
--- | --- | 4,401 | 4,136 | --- | --- | 4,401 | 4,136 | ||||||||||||||||||||||||
| Total revenues |
11,195 | 12,711 | 25,712 | 22,947 | --- | --- | 36,907 | 35,658 | ||||||||||||||||||||||||
| Operating expenses |
||||||||||||||||||||||||||||||||
| Salaries and employee benefits |
7,778 | 7,833 | 20,449 | 18,328 | --- | --- | 28,227 | 26,161 | ||||||||||||||||||||||||
| Others |
3,988 | 4,652 | 6,715 | 8,913 | --- | --- | 10,703 | 13,565 | ||||||||||||||||||||||||
| Total operating expenses |
11,766 | 12,485 | 27,164 | 27,241 | --- | --- | 38,930 | 39,726 | ||||||||||||||||||||||||
| (Loss) income from operations |
(571 | ) | 226 | (1,452 | ) | (4,294 | ) | --- | --- | (2,023 | ) | (4,068 | ) | |||||||||||||||||||
| Dividends and interest income |
--- | --- | --- | --- | 4,573 | 4,039 | 4,573 | 4,039 | ||||||||||||||||||||||||
| Other income |
--- | --- | --- | --- | 3 | 29 | 3 | 29 | ||||||||||||||||||||||||
| Net unrealized losses on investments |
--- | --- | --- | --- | (41,191 | ) | (16,929 | ) | (41,191 | ) | (16,929 | ) | ||||||||||||||||||||
| Interest expenses on note payable collateralized by real estate |
(63 | ) | (67 | ) | --- | --- | --- | --- | (63 | ) | (67 | ) | ||||||||||||||||||||
| Interest expenses on margin loans and others |
--- | --- | --- | --- | (401 | ) | (676 | ) | (401 | ) | (676 | ) | ||||||||||||||||||||
| Pretax (loss) income |
$ | (634 | ) | $ | 159 | $ | (1,452 | ) | $ | (4,294 | ) | $ | (37,016 | ) | $ | (13,537 | ) | $ | (39,102 | ) | $ | (17,672 | ) | |||||||||
Consolidated revenues were $36,907,000 and $35,658,000 for the nine months ended June 30, 2020 and 2019, respectively. This increase of $1,249,000 (4%) was primarily from increased Journal Technologies’ license and maintenance fees of $1,002,000, consulting fees of $1,498,000 and public service fees of $265,000, partially offset by a reduction in the Traditional Business’ display advertising (including conferences which were discontinued) net revenues of $679,000, classified advertising net revenues of $153,000, trustee sale notice advertising net revenues of $149,000, legal notice advertising net revenues of $330,000 and circulation revenues of $73,000. The Company’s revenues derived from Journal Technologies’ operations constituted about 70% and 64% of the Company’s total revenues for the nine months ended June 30, 2020 and 2019, respectively.
Consolidated operating expenses decreased by $796,000 (2%) to $38,930,000 from $39,726,000. Total salaries and employee benefits increased by $2,066,000 (8%) to $28,227,000 from $26,161,000 primarily resulting from additional personnel costs for Journal Technologies as independent contractors were transferred to employee status. Outside services decreased by $246,000 (9%) to $2,600,000 from $2,846,000 mainly because of decreased contractor costs for Journal Technologies. Depreciation and amortization costs decreased by $60,000 (14%) to $384,000 from $444,000 because of more fully-depreciated assets. Rent expenses decreased by $231,000 (32%) to $500,000 from $731,000 because of the closure of both the San Francisco and Modesto offices in October 2019. Accounting and legal fees decreased by $568,000 (44%) to $730,000 from $1,298,000 primarily because of decreased legal fees to review and negotiate Journal Technologies’ contracts with customers. Other general and administrative expenses decreased by $1,633,000 (33%) to $3,293,000 from $4,926,000 mainly resulting from reduced business travel expenses and miscellaneous office equipment purchases.
The Company’s non-operating income, net of expenses, decreased by $23,475,000 to a loss of $37,079,000 from $13,604,000 primarily because of the recording of net unrealized losses on investments of $41,191,000 during the nine months ended June 30, 2020, as compared with $16,929,000 during the prior year period.
During the nine months ended June 30, 2020, the consolidated pretax loss was $39,102,000, as compared with $17,672,000 in the prior year period. There was a consolidated net loss of $27,842,000 (-$20.16 per share) after tax benefits for the nine months ended June 30, 2020, as compared with $12,692,000 (-$9.19 per share) in the prior year period.
At June 30, 2020, the aggregate fair market value of the Company’s marketable securities was $153,390,000. These securities had approximately $99,501,000 of net unrealized gains before taxes of $25,886,000, and generated approximately $4,573,000 in dividends income during the nine months ended June 30, 2020, which lowers the Company’s effective income tax rate because of the dividends received deduction. Most of the unrealized gains were in the common stocks of three U.S. financial institutions and one foreign manufacturer.
Taxes
For the nine months ended June 30, 2020, the Company recorded an income tax benefit of $11,260,000 on a pretax loss of $39,102,000. This was the net result of applying the effective tax rate anticipated for fiscal 2020 to the pretax loss, before the unrealized losses on investments, for the nine months ended June 30, 2020. The effective tax rate was more than the statutory rate primarily due to the dividends received deduction, which increased the taxable loss, and state tax benefits. In addition, the Company recorded tax benefits of (i) $187,000 resulting from the Coronavirus Aid, Relief and Economic Security (“CARES”) Act (see below) and (ii) $11,166,000 for the unrealized losses on investments during the nine months ended June 30, 2020. The effective tax rate for the nine months ended June 30, 2020 was 29%, after including the tax benefits from the CARES Act and the unrealized losses on investments.
The CARES Act, which was signed into law on March 27, 2020, contains two federal tax provisions beneficial to the Company. One provision provides that net operating losses arising in tax years beginning in 2018, that were previously only available to be carried forward, can now be carried back to the five previous years. In addition, any alternative minimum tax credits carried forward from prior years can be claimed as a refund in years beginning in 2018. Consequently, the Company recorded a tax benefit resulting from carrying back a portion of the net operating loss generated in fiscal 2019 to fiscal 2014. The Company anticipates receiving a refund for all taxes and alternative minimum taxes paid in fiscal 2014. The resulting tax benefit from carrying back the net operating loss is primarily attributable to the difference in the federal tax rates of 34% in fiscal 2014 and 21% in fiscal 2019.
For the nine months ended June 30, 2019, the Company recorded an income tax benefit of $4,980,000 on a pretax loss of $17,672,000. This was the net result of applying the effective tax rate anticipated for fiscal 2019 to the pretax loss for the nine months ended June 30, 2019. The effective tax rate was greater than the statutory rate primarily due to the dividends received deduction and state tax benefits.
The Company’s effective tax rate was 29% for the nine months ended June 30, 2020 as compared with 28% in the prior year period.
The Company files consolidated federal income tax returns in the United States and with various state jurisdictions and is no longer subject to examinations for fiscal years before fiscal 2016 with regard to federal income taxes and fiscal 2015 for state income taxes.
The Traditional Business
The Traditional Business had a pretax loss of $634,000, representing a $793,000 decrease in income from pretax income of $159,000 in the prior year period.
Advertising revenues decreased by $1,338,000 (20%) to $5,415,000 from $6,753,000, primarily because of decreased display advertising (including conferences which were discontinued) net revenues of $679,000, classified advertising net revenues of $153,000, trustee sale notice advertising net revenues of $149,000, legal notice advertising net revenues of $330,000 and government notice advertising net revenues of $27,000.
Trustee sale notices are very much dependent on the number of California and Arizona foreclosures for which public notice advertising is required by law. The number of foreclosure notices published by the Company decreased by 24% during the nine months ended June 30, 2020 as compared to the prior year period. Unless the economic impact of the efforts to contain COVID-19 result in significant additional foreclosures in California and Arizona, management expects there will be fewer foreclosure notice and other public notice advertisements and declining revenues for all of fiscal 2020. The Company’s smaller newspapers, those other than the Los Angeles and San Francisco Daily Journals (“The Daily Journals”), accounted for about 87% of the total public notice advertising revenues in the nine months ended June 30, 2020. Public notice advertising revenues and related advertising and other service fees constituted about 16% and 18% of the Company’s total revenues for the nine months ended June 30, 2020 and 2019, respectively. Because of this concentration, the Company’s revenues would be significantly adversely affected if California and Arizona eliminated the legal requirement to publish public notices in adjudicated newspapers of general circulation, as was implemented in Arizona in 2017 for one notice type that had represented approximately $500,000 in annual revenues for the Company. Also, if the adjudication of one or more of the Company’s newspapers was challenged and revoked, those newspapers would no longer be eligible to publish public notice advertising, and it could have a material adverse effect on the Company’s revenues.
The Daily Journals accounted for about 91% of the Traditional Business’ total circulation revenues, which declined by $73,000 (2%) to $3,857,000 from $3,930,000. The court rule and judicial profile services generated about 7% of the total circulation revenues, with the other newspapers and services accounting for the balance. Advertising service fees and other are Traditional Business segment revenues, which include primarily (i) agency commissions received from outside newspapers in which the advertising is placed, and (ii) fees generated when filing notices with government agencies.
The Traditional Business segment operating expenses decreased by $719,000 (6%) to $11,766,000 from $12,485,000, primarily due to decreased personnel costs and outside contract printing and distributing costs.
Journal Technologies
Journal Technologies’ business segment pretax loss decreased by $2,842,000 (66%) to $1,452,000 from $4,294,000 for the nine months ended June 30, 2020 and 2019, respectively.
Revenues increased by $2,765,000 (12%) to $25,712,000 from $22,947,000 in the prior year period. Licensing and maintenance fees increased by $1,002,000 (7%) to $16,246,000 from $15,244,000. Consulting fees increased by $1,498,000 (42%) to $5,065,000 from $3,567,000 due to more go-lives.
Deferred revenues on installation contracts primarily represent the fair value of advances from customers of Journal Technologies for installation services and are recognized upon final project go-lives. Deferred revenues on license and maintenance contracts represent prepayments of annual license and maintenance fees and are recognized ratably over the maintenance period. Other public service fees increased by $265,000 (6%) to $4,401,000 from $4,136,000 primarily due to additional efiling fee revenues.
Operating expenses decreased by $77,000 to $27,164,000 from $27,241,000, primarily because of decreased business travel expenses and legal fees to review and negotiate Journal Technologies’ contracts with customers. This was partially offset by increases in personnel costs as independent contractors were transferred to employee status.
Comparable three-month periods ended June 30, 2020 and 2019
The Company’s reportable segments, and its corporate income and expenses, for the three months ended June 30, 2020, is set forth below:
| Overall Financial Results (000) |
|||||||||||
| For the three months ended June 30 |
| Reportable Segments |
||||||||||||||||||||||||||||||||
| Traditional Business |
Journal Technologies |
Corporate income and expenses |
Total |
|||||||||||||||||||||||||||||
| 2020 |
2019 |
2020 |
2019 |
2020 |
2019 |
2020 |
2019 |
|||||||||||||||||||||||||
| Revenues |
||||||||||||||||||||||||||||||||
| Advertising |
$ | 1,297 | $ | 2,453 | $ | --- | $ | --- | $ | --- | $ | --- | $ | 1,297 | $ | 2,453 | ||||||||||||||||
| Circulation |
1,259 | 1,319 | --- | --- | --- | --- | 1,259 | 1,319 | ||||||||||||||||||||||||
| Advertising service fees and other |
575 | 735 | --- | --- | --- | --- | 575 | 735 | ||||||||||||||||||||||||
| Licensing and maintenance fees |
--- | --- | 5,531 | 5,814 | --- | --- | 5,531 | 5,814 | ||||||||||||||||||||||||
| Consulting fees |
--- | --- | 3,147 | 2,627 | --- | --- | 3,147 | 2,627 | ||||||||||||||||||||||||
| Other public service fees |
--- | --- | 1,065 | 1,570 | --- | --- | 1,065 | 1,570 | ||||||||||||||||||||||||
| Total revenues |
3,131 | 4,507 | 9,743 | 10,011 | --- | --- | 12,874 | 14,518 | ||||||||||||||||||||||||
| Operating expenses |
||||||||||||||||||||||||||||||||
| Salaries and employee benefits |
2,614 | 2,630 | 7,048 | 6,085 | --- | --- | 9,662 | 8,715 | ||||||||||||||||||||||||
| Others |
1,246 | 1,507 | 1,373 | 3,172 | --- | --- | 2,619 | 4,679 | ||||||||||||||||||||||||
| Total operating expenses |
3,860 | 4,137 | 8,421 | 9,257 | --- | --- | 12,281 | 13,394 | ||||||||||||||||||||||||
| (Loss) income from operations |
(729 | ) | 370 | 1,322 | 754 | --- | --- | 593 | 1,124 | |||||||||||||||||||||||
| Dividends and interest income |
--- | --- | --- | --- | 1,596 | 1,368 | 1,596 | 1,368 | ||||||||||||||||||||||||
| Other income |
--- | --- | --- | --- | --- | 10 | --- | 10 | ||||||||||||||||||||||||
| Net unrealized gains on investments |
--- | --- | --- | --- | 16,489 | 3,214 | 16,489 | 3,214 | ||||||||||||||||||||||||
| Interest expenses on note payable collateralized by real estate |
(20 | ) | (22 | ) | --- | --- | --- | --- | (20 | ) | (22 | ) | ||||||||||||||||||||
| Interest expenses on margin loans and others |
--- | --- | --- | --- | (64 | ) | (251 | ) | (64 | ) | (251 | ) | ||||||||||||||||||||
| Pretax (loss) income |
$ | (749 | ) | $ | 348 | $ | 1,322 | $ | 754 | $ | 18,021 | $ | 4,341 | $ | 18,594 | $ | 5,443 | |||||||||||||||
Consolidated revenues were $12,874,000 and $14,518,000 for the three months ended June 30, 2020 and 2019, respectively. This decrease of $1,644,000 (11%) was primarily from (i) a reduction in the Traditional Business’ display advertising (including conferences which were discontinued) net revenues of $427,000, classified advertising net revenues of $113,000, trustee sale notice advertising net revenues of $92,000 and legal notice advertising net revenues of $482,000, and (ii) Journal Technologies’ license and maintenance fees of $283,000 and public service fees of $505,000, partially offset by increased Journal Technologies’ consulting fees of $520,000. The Company’s revenues derived from Journal Technologies’ operations constituted about 76% and 69% of the Company’s total revenues for the three months ended June 30, 2020 and 2019, respectively.
Consolidated operating expenses decreased by $1,113,000 (8%) to $12,281,000 from $13,394,000. Total salaries and employee benefits increased by $947,000 (11%) to $9,662,000 from $8,715,000 primarily resulting from additional personnel costs for Journal Technologies as independent contractors were transferred to employee status. Outside services increased by $142,000 (32%) to $586,000 from $444,000 mainly because of increased outside hosting services fees for Journal Technologies. Depreciation and amortization costs decreased by $13,000 to $128,000 from $141,000 because of more fully-depreciated assets. Credit card merchant discount fees, which represent fees paid to credit card service providers to process payments for the public service fee revenues, decreased by $123,000 (34%) to $244,000 from $367,000 mainly resulting from decreased efilings as courts and other justice agencies were temporarily closed. Rent expenses decreased by $58,000 (27%) to $158,000 from $216,000 because of the closure of both the San Francisco and Modesto offices in October 2019. Accounting and legal fees decreased by $227,000 (45%) to $272,000 from $499,000 primarily because of decreased legal fees to review and negotiate Journal Technologies’ contracts with customers. Other general and administrative expenses decreased by $1,581,000 (71%) to $647,000 from $2,228,000 mainly resulting from reduced business travel expenses.
The Company’s non-operating income, net of expenses, increased by $13,682,000 to an income of $18,001,000 from $4,319,000 primarily because of the recording of net unrealized gains on investments of $16,489,000 during the three months ended June 30, 2020, as compared with $3,214,000 during the prior year period.
During the three months ended June 30, 2020, consolidated pretax income was $18,594,000, as compared with $5,443,000 in the prior year period. There was consolidated net income of $14,274,000 ($10.34 per share) after tax expenses for the three months ended June 30, 2020, as compared with $3,823,000 ($2.77 per share) in the prior year period.
The Traditional Business (comparable three-month periods ended June 30, 2020 and 2019)
The Traditional Business had a pretax loss of $749,000, representing a $1,097,000 decrease in income from pretax income of $348,000 in the prior year period.
Advertising revenues decreased by $1,156,000 (47%) to $1,297,000 from $2,453,000, primarily because of decreased display advertising (including conferences which were discontinued) net revenues of $427,000, classified advertising net revenues of $113,000, trustee sale notice advertising net revenues of $92,000 and legal notice advertising net revenues of $482,000 and government notice advertising net revenues of $42,000.
The Traditional Business segment operating expenses decreased by $277,000 (7%) to $3,860,000 from $4,137,000, primarily due to decreased outside contract printing and distributing costs.
Journal Technologies (comparable three-month periods ended June 30, 2020 and 2019)
Journal Technologies’ business segment pretax income increased by $568,000 (75%) to $1,322,000 from $754,000 for the three months ended June 30, 2020 and 2019, respectively.
Revenues decreased by $268,000 (3%) to $9,743,000 from $10,011,000 in the prior year period. Licensing and maintenance fees decreased by $283,000 (5%) to $5,531,000 from $5,814,000. Consulting fees increased by $520,000 (20%) to $3,147,000 from $2,627,000.
Other public service fees decreased by $505,000 (32%) to $1,065,000 from $1,570,000 primarily due to reduced efilings as courts and other justice agencies were temporarily closed.
Operating expenses decreased by $836,000 to $8,421,000 from $9,257,000, primarily because of decreased business travel expenses and legal fees to review and negotiate Journal Technologies’ contracts with customers. This was partially offset by increases in personnel costs as independent contractors were transferred to employee status.
Liquidity and Capital Resources
During the nine months ended June 30, 2020, the Company’s cash and cash equivalents and marketable security positions decreased by $41,954,000, including unrealized losses on investments of $41,191,000. Cash and cash equivalents were used for the purchase of capital assets of $168,000 and operating activities of $1,501,000 which included net decreases of $704,000 in deferred subscriptions, deferred installation contracts and deferred maintenance agreements and others.
The investments in marketable securities, which had an adjusted cost basis of approximately $53,889,000 and a market value of about $153,390,000 at June 30, 2020, generated approximately $4,573,000 in dividends income during the nine months ended June 30, 2020. These securities had approximately $99,501,000 of net unrealized gains before estimated taxes of $25,886,000 which will become due only when we sell securities in which there is unrealized appreciation. Beginning in fiscal 2019, changes in unrealized gains (losses) on investments are now included in the Company’s net income (loss) and thus may have a significant impact depending on the fluctuations of the market prices of the invested securities.
Cash flows from operating activities decreased by $895,000 during the nine months ended June 30, 2020 as compared to the prior year period, primarily due to (i) decreases in accounts payable and accrued liabilities of $2,763,000 because of the timing difference in remitting efiling fees to the courts and (ii) decreases in net deferred subscriptions, deferred maintenance agreements and others and deferred installation contracts of $1,726,000, partially offset by decreases in accounts receivable of $1,375,000 resulting from more payment collections.
As of June 30, 2020, the Company had working capital of $144,935,000, including the liabilities for deferred subscriptions, deferred installation and maintenance agreements and others of $19,918,000.
The Company believes that it will be able to fund its operations for the foreseeable future through its cash flows from operations and its current working capital and expects that any such cash flows will be invested in its businesses. COVID-19 and the efforts to contain it, however, have significantly impacted the Company’s cash flows from operations and the value of its marketable securities portfolio. The Company may or may not have the ability to borrow additional amounts against its marketable securities and, among other possibilities, it may be required to consider selling some of those securities to generate cash if needed to fund ongoing operations.
As of June 30, 2020, the investments were concentrated in just six companies. Accordingly, a significant decline in the market value of one or more of the Company’s investments may not be offset by the hypothetically better performance of other investments, and that could result in a large decrease in the Company’s shareholders’ equity and net income.
Critical Accounting Policies and Estimates
The Company’s financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Management believes that revenue recognition, accounting for software costs, fair value measurement and disclosures (including for the long-term Incentive Plan liabilities) and income taxes are critical accounting policies and estimates.
The Company’s critical accounting policies are detailed in its Annual Report on Form 10-K for the year ended September 30, 2019. The above discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in this report.
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; Journal Technologies’ reliance on professional services engagements with justice agencies; material changes in the costs of postage and paper; possible changes in the law, particularly changes limiting or eliminating the requirements for public notice advertising; possible loss of the adjudicated status of the Company’s newspapers and their legal authority to publish public notice advertising; the impacts of COVID-19 and the efforts to contain it on the Company’s customers, advertisers and subscribers, particularly the closure or scaling back of operations of courts, justice agencies and other businesses; a further decline in public notice advertising revenues because of fewer foreclosures; a further decline in subscriber and commercial advertising revenues; possible security breaches of the Company’s software or websites; the Company’s reliance on its president and chief executive officer, who has reduced his work schedule due to a health issue; changes in accounting guidance; material weaknesses in the Company’s internal control over financial reporting; and declines in the market prices of the securities owned by the Company. In addition, such statements could be affected by general industry and market conditions, general economic conditions (particularly in California) and other factors. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed in this Form 10-Q, including in conjunction with the forward-looking statements themselves. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in documents filed by the Company with the Securities and Exchange Commission, including in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For information regarding the Company’s market risk, refer to Item 7A – Quantitative and Qualitative Disclosures about Market Risk in the Company’s Form 10-K for the fiscal year ended September 30, 2019. There have been no material changes to the Company’s market risk exposures since September 30, 2019.
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, 2019, management concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2020. There were no material changes in the Company’s internal control over financial reporting or in other factors reasonably likely to affect its internal control over financial reporting during the quarter ended June 30, 2020.
PART II
Item 1A. Risk Factors
Except as set forth below, as of the date of this report, there have been no material changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended September 30, 2019.
The Company’s business is likely to be materially and adversely affected by an epidemic or pandemic such as COVID-19, or by a similar event or the fear of such an event, and the measures that governmental authorities implement to address it.
As COVID-19 began to spread in March and April 2020, governmental authorities and health officials implemented numerous unprecedented measures to contain the virus, including “stay at home” orders for non-essential workers, travel restrictions, quarantines and business shutdowns. Most of Journal Technologies’ customers, which are primarily courts and governmental agencies in the United States and Canada and Australia, either closed or significantly scaled back their activities. Similarly, many law firms and companies from which the Traditional Business derives advertising and subscription revenues also curtailed their operations and spending.
The impact on economic activity of these actions or similar actions in the future are likely to significantly impact the Traditional Business’ advertising and subscription revenues. The trend of working from home and using on-line services is also likely to put additional pressure on the newspaper business by impacting circulation numbers that may not be replaced by on-line revenues. Actions restricting travel, requiring non-essential workers to “stay at home” or causing courts and justice agencies to close or cut back operations can impact the ability of Journal Technologies to complete certain projects that are typically done in-person (and for which payment is usually received upon completion), reduce efiling revenues, affect procurement processes and result in overall payment delays. In addition, the Company relies on its portfolio of marketable securities for dividend income and balance sheet support, and the value of the portfolio can be materially affected by declines in stock prices, particularly among the common stocks of the three U.S. financial institutions that make up a substantial portion of the portfolio.
Due to the uncertainties associated with the duration and severity of an event like COVID-19, the efforts to contain it, and the changes in business operations and personal behaviors that are likely to follow from it, it is difficult to estimate the magnitude of its impact on the Company’s business in future periods, but it could materially affect the Company’s operations, staffing levels, financial condition, liquidity and cash flows going forward.
Item 6. Exhibits
| 31 |
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| 32 |
Certification by Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS |
Inline XBRL Instance |
| 101.SCH |
Inline XBRL Taxonomy Extension Schema |
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation |
| 101.DEF |
Inline XBRL Taxonomy Extension Definition |
| 101.LAB |
Inline XBRL Taxonomy Extension Labels |
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| DAILY JOURNAL CORPORATION |
|
| (Registrant) |
|
| /s/ Gerald L. Salzman |
|
| Chief Executive Officer |
|
| President |
|
| Chief Financial Officer |
|
| Treasurer |
|
| (Principal Executive Officer, |
|
| Principal Financial Officer and |
|
| Principal Accounting Officer) |
DATE: August 7, 2020
Exhibit 31
CERTIFICATIONS BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gerald L. Salzman, certify that:
|
1. |
I have reviewed this quarterly report on Form 10-Q of Daily Journal Corporation; |
|
2. |
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
|
4. |
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; |
|
b. |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c. |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
d. |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
|
a. |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
b. |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 7, 2020
|
/s/ Gerald L. Salzman |
|
|
Gerald L. Salzman |
|
|
Chief Executive Officer, President, |
|
|
Chief Financial Officer and Treasurer |
|
Exhibit 32
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Daily Journal Corporation (the "Company") for the period ended June 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gerald L. Salzman, President, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Gerald L. Salzman |
|
|
Gerald L. Salzman |
|
|
Chief Executive Officer, President, |
|
|
Chief Financial Officer and Treasurer |
|
August 7, 2020
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.