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)

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

DAILY JOURNAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(in thousands, except share and per share amounts)

 

 

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)

 

 

 

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)

 

 

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 operates a wholly-owned subsidiary, Journal Technologies (Canada), Inc.

 

Note 2. Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete annual financial statements.

 

The unaudited condensed consolidated financial statements include the accounts of 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  March 31, 2026, and the results of operations and stockholders’ equity for the six months ended  March 31, 2026. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the full fiscal year ending  September 30, 2026 or for any other interim period.

 

The condensed consolidated balance sheet as of  March 31, 2026 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.

 

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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 typically exceed federally insured limits. The Company limits its exposure by primarily placing its cash in interest-bearing deposit accounts with high credit quality financial institutions and by purchasing marketable securities. Management believes the Company is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash, cash equivalents and restricted cash are held. The Company has no financial instruments with off-balance sheet risk of loss.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates and assumptions made by management include, but are not limited to, the estimated fair values of marketable securities, management incentive plans, equity awards, and the accounting for income taxes. Actual results could differ materially from those estimates.

 

Cash Equivalents

 

The Company considers all highly liquid investments with original maturities of three months or less, other than the marketable securities portfolio, to be cash equivalents.

 

Restricted Cash

 

The Company considers cash to be restricted when withdrawal or general use is legally restricted. Restricted cash of $2.3 million, as of both  March 31, 2026 and  September 30, 2025, represents cash held to secure two letters of credit issued by a bank for a software installation contract in Australia.

 

Accounts Receivable, Net

 

The Company extends unsecured credit to most of its advertising customers. The Company recognizes that extending credit and setting appropriate reserves for receivables is largely a subjective decision based on knowledge of the customer and the industry. Credit limits, setting and maintaining credit standards, and managing the overall quality of the credit portfolio is largely centralized. The level of credit is influenced by the customer’s credit and payment history which the Company monitors when establishing a reserve.

 

The change in accounts receivable, net, is as follows (in thousands):

 

		Accounts
		receivable, net
Balance as of September 30, 2024			19,219
Increase (decrease), net			(7,431	)
Balance as of March 31, 2025		$	11,788
Balance as of September 30, 2025			21,011
Increase (decrease), net			(7,402	)
Balance as of March 31, 2026		$	13,609

 

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The Company maintains the reserve account for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of its customers were to deteriorate or its judgments about their abilities to pay were incorrect, additional allowances might be required and its results of operations could be materially affected.

 

The change in allowance for expected credit losses is as follows:

 

Allowance for Credit Losses (in thousands)

 

				​		Additions				Accounts						​
		Balance at				charged to				charged off				Balance as of
		Beginning				Costs and				less				March 31,
Description		of Year				Expenses				Recoveries				2026
Fiscal 2026 year-to-date through March 31				​				​				​				​
Allowance for credit losses		$	250			$	2			$	(2	)		$	250
Fiscal 2025 year-to-date through March 31				​				​				​				​
Allowance for credit losses		$	250			$	1			$	(1	)		$	250

 

Journal Technologies’ Software Development Costs

 

Development costs related to software products for sale or licensing are expensed as incurred until the technological feasibility of the product has been established. Thereafter, until the product is released for sale, software development costs are capitalized and reported at the lower of unamortized cost or net realizable value of the related product. The establishment of technological feasibility and the ongoing assessment of recoverability of costs require considerable judgment by the Company with respect to certain internal and external factors, including, but not limited to, anticipated future product revenue, estimated economic life and changes in hardware and software technology.

 

If there is no program design completed, technological feasibility is reached upon the completion of a working model.  Capitalization of software development costs ceases, and amortization of capitalized software development costs (if any) commences when the products are available for general release. Under the Company’s software development life cycle policy and agile development methodology, technological feasibility is typically established when a working model has been completed and approved through internal quality assurance, which typically occurs late in the development cycle and near the time the software is ready for customer testing and release. As a result, the period between technological feasibility and general release is generally insignificant, and no software development costs have been capitalized to date. Research and development expenses related to software development are approximately $0.2 million and $0.6 million for the three months ended  March 31, 2026 and 2025, respectively. Research and development expenses are approximately $0.4 million and $1.2 million for the six months ended March 31, 2026 and 2025, respectively. All such expenses are included under salaries and employee benefits in the condensed consolidated statements of comprehensive income (loss). During the quarter ended March 31, 2026, the Company revised disclosure of research and development expenses for the three months period ended December 31, 2025. The amount disclosed in the previously filed unaudited interim financial statements for the period ended December 31, 2025 reported research and development expenses of approximately $0.9 million for the three months ended December 31, 2025. This disclosure has been revised in the current period to reflect research and development expenses of approximately $0.2 million for the three months ended December 31, 2025. This revision had no impact on the results of operations, net income (loss), total expenses, or cash flows.

 

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.

 

Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets. The Company measures assets held for sale at the lower of their carrying amount or fair value less cost to sell. During the second quarter of 2026, the Company entered into agreements to sell a building and its related land in Los Angeles, California (collectively, the "Building"), which is held within the Traditional Business segment. Upon meeting the held for sale criteria, the Company ceased depreciation on the Building and determined that no adjustment to its $3.5 million carrying value was required. As of March 31, 2026, sales efforts are ongoing, and the Building continues to meet the held for sale criteria.

 

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Income Taxes

 

The Company accounts for income taxes using an asset and liability approach which requires the recognition of deferred tax liabilities and assets for the expected future consequences of temporary differences between the carrying amounts for financial reporting purposes and the tax basis of the assets and liabilities. The Company accounts for uncertainty in income taxes under Accounting Standards Codification (“ASC”) 740-10 which prescribes a recognition threshold and measurement methodology to recognize and measure an income tax position taken, or expected to be taken, in a tax return. The evaluation of a tax position is based on a two-step approach. The first step requires an entity to evaluate whether the tax position would “more likely than not” be sustained upon examination by the appropriate taxing authority. The second step requires the tax position be measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. In addition, previously recognized benefits from tax positions that no longer meet the new criteria would be derecognized.

 

Revenue Recognition

 

The Company recognizes revenues in accordance with the provisions of Accounting Standard Update ("ASU") 2014-09, Revenue from Contracts with Customers (ASC Topic 606). See Note 3 for further discussion and related disclosures regarding revenue recognition.

 

For the Traditional Business, proceeds from the sale of subscriptions for newspapers, court rule books and other publications and other services are recorded as deferred revenue and are included in earned revenue only when the services are provided, generally over the subscription term. Advertising service fees and other revenues, which represent primarily agency commissions received from outside newspapers in which the advertising is placed, are recognized when advertisements are published and are recorded on a net basis.

 

Journal Technologies contracts may include several products and services, which are generally distinct and include separate transaction pricing and performance obligations. These revenue contracts include (i) implementation consulting fees to configure the system to go-live, (ii) subscription software license, maintenance (including updates and upgrades) and support fees, and (iii) third-party hosting fees when used. For contracts containing multiple performance obligations, the Company allocates the transaction price on the basis of the relative standalone selling price of each distinct good or service, and utilizes the residual approach to estimate the standalone selling price of implementation consulting fees, whereby the standalone selling price is estimated by reference to the total transaction price less the sum of the observable standalone selling prices of its subscription software licenses, maintenance and support fees, and third-party hosting fees. These contracts include assurance-type warranty provisions for limited periods and do not include financing terms. For most contracts, the Company acts as a principal with respect to certain services, such as data conversion and interfaces. Hosting services are provided with support by third parties, and the Company recognizes such revenues and related costs on a gross basis. The Company considers several factors to determine if it controls the good or service before it is transferred to the client and therefore is the principal. These factors include (1) if the Company has primary responsibility for fulfilling the promise and (2) if the Company has discretion in establishing price for the specified good or service. For legacy contracts with perpetual license arrangements, licenses and consulting services are recognized at point of delivery, and maintenance revenues are recognized ratably after the go-live.

 

The Company issues invoices that have payment terms which require payment within 30 days. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the required performance services have been completed. Proceeds from subscription-type revenues, including circulation revenue, license, maintenance and support services, and hosting services, are deferred at the time of sale and are recognized on a pro-rata basis over the terms of the subscriptions or service period, and unearned proceeds are recognized within deferred subscriptions and deferred maintenance agreements and others in the 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.

 

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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 six months ended March 31, 2026.

 

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Note 3. Revenue

 

The Company’s revenues were primarily generated in the United States. Revenues from foreign countries and U.S. territories were attributable to the Journal Technologies segment.

 

The following table presents revenues by country and territory (in thousands):

 

		For the three months ended March 31,																For the six months ended March 31,
		2026								2025								2026								2025
						% of								% of								% of								% of
Country/ Territory		Revenue				total revenue				Revenue				total revenue				Revenue				total revenue				Revenue				total revenue
Australia		$	760				3.4	%		$	740				4.1	%		$	1,372				3.2	%		$	1,401				3.9	%
Canada			1,232				5.4				246				1.4				1,556				3.7				377				1.1
Guam			169				0.7				62				0.3				337				0.8				340				0.9
Commonwealth of the Northern Mariana Islands			36				0.2				—				—				72				0.2				136				0.4
Total		$	2,197				9.7	%		$	1,048				5.8	%		$	3,337				7.9	%		$	2,254				6.3	%

 

The components of total deferred revenues, including the long-term portion, are as follows (in thousands):

 

		March 31, 2026				September 30, 2025
Deferred subscriptions		$	2,362			$	2,474
Deferred consulting fees			1,390				1,747
Deferred maintenance agreements and others			13,477				14,942
Total deferred revenues		$	17,229			$	19,163

 

The change in total deferred revenues, including the long-term portion, is as follows (in thousands):

 

		Deferred Revenue				Deferred Revenue
		(Current)				(Non-current)
Balance as of September 30, 2024		$	23,713			$	883
Increase (decrease), net			(6,015	)			(508	)
Balance as of March 31, 2025		$	17,698			$	375
Balance as of September 30, 2025		$	18,169			$	994
Increase (decrease), net			(1,775	)			(159	)
Balance as of March 31, 2026		$	16,394			$	835

 

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The decreases in deferred revenue during the six months ended March 31, 2026 and 2025 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 six months ended March 31, 2026 and 2025, $12.3 million and $14.4 million in revenue, respectively, were recognized from deferred revenue at the start of each period.

 

Note 4. Fair Value of Financial Instruments

 

The Company’s financial instruments include marketable securities that are measured at fair value on a recurring basis.

 

As of  March 31, 2026, the Company’s holdings of marketable securities were concentrated in just six companies.

 

Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

 

●

Level 1 — defined as observable inputs based on unadjusted quoted prices for identical instruments in active markets;

●

Level 2 — defined as inputs other than Level 1 that are either directly or indirectly observable in the marketplace for identical or similar instruments in markets that are not active; and

●

Level 3 — defined as unobservable inputs in which little or no market data exists where valuations are derived from techniques in which one or more significant inputs are unobservable.

 

The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end.

 

The carrying amounts of cash, restricted cash, accounts receivable, accrued liabilities and accounts payable approximate fair value because of the short maturity and high liquidity of these instruments. Marketable securities and cash equivalents, which consist of money market funds, are measured and recorded at fair value on the Company’s condensed consolidated balance sheets using Level 1 inputs. The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments. There were no transfers between Level 1 and Level 2 or transfers in or out of Level 3 during the periods ended  March 31, 2026 and  September 30, 2025.

 

The following table summarizes the fair value hierarchy of financial assets measured at fair value as of  March 31, 2026 (in thousands):

 

		Level 1				Level 2				Level 3				Total
Money market funds (cash equivalents)		$	3,435			$	—			$	—			$	3,435
Marketable securities			430,108				—				—				430,108
Total assets at fair value		$	433,543			$	—			$	—			$	433,543

 

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The following table summarizes the fair value hierarchy of the Company’s financial assets measured at fair value as of  September 30, 2025 (in thousands):

 

		Level 1				Level 2				Level 3				Total
Money market funds (cash equivalents)		$	3,335			$	—			$	—			$	3,335
Marketable securities			492,995				—				—				492,995
Total assets at fair value		$	496,330			$	—			$	—			$	496,330

 

Marketable Securities

 

As of  March 31, 2026 and  September 30, 2025, there were accumulated pretax unrealized gains of marketable securities of $291.0 million and $353.9 million, respectively, recorded in the accompanying condensed consolidated balance sheets. 

 

During the six months ended March 31, 2026 and 2025, the Company recorded and included in net income (loss), net unrealized losses on marketable securities of $62.9 million and net unrealized gains on marketable securities of $72.8 million, respectively. There were no purchases or sales of marketable securities during the periods ended  March 31, 2026 and 2025.

 

Investments in marketable securities as of  March 31, 2026 and  September 30, 2025 are summarized below (in thousands).

 

March 31, 2026

September 30, 2025

Amortized/

Pretax

Amortized/

Pretax

Aggregate

Adjusted

unrealized

Aggregate

Adjusted

unrealized

fair value

cost basis

gains

fair value

cost basis

gains

Marketable securities:

Common stocks

$

430,108

$

139,094

$

291,014

$

492,995

$

139,094

$

353,901

 

Note 5. Income Taxes

 

For the six months ended March 31, 2026, the Company recorded an income tax benefit of $14.5 million on the pretax loss of $57.1 million. The income tax benefit (expense) consisted primarily of tax benefit of $15.8 million related to unrealized losses on marketable securities, and tax expense of $1.4 million on income from US operations and dividend income. Consequently, the overall effective tax rate for the six months ended March 31, 2026 was 25.3%, after including the taxes on the unrealized losses on marketable securities.

 

For the six months ended March 31, 2025, the Company recorded an income tax provision of $20.6 million on pretax income of $76.2 million. The income tax provision consisted of tax provisions of $19.2 million on the unrealized gains on marketable securities, and $0.9 million on income from US operations and dividend income, and a tax provision of $0.6 million for the effect of a change in state apportionment on the beginning of the year’s deferred tax liability. These tax liabilities were partially offset by a tax benefit of $0.1 million for the dividends received deduction and other permanent book and tax differences. Consequently, the overall effective tax rate for the six months ended March 31, 2025 was 27%, after including the taxes on the unrealized gains on marketable securities.

 

The Company files consolidated federal income tax returns, with its domestic subsidiary, in the United States and with various state jurisdictions and is no longer subject to examinations for fiscal years before fiscal year 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.

 

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Note 6. Stock-Based Compensation

 

The Company has implemented two equity incentive plans, one for key employees and one for non-employee directors, each providing for the grant of incentive stock options, non-qualified stock options, restricted stock units (RSUs), and other equity-based awards.  As of  March 31, 2026, and 2025, there were 2,920 shares available for future grants under the key employee’s equity incentive plan, which authorizes the issuance of up to 3,720 shares. Under the non-employee director plan, which authorizes the issuance of 2,000 shares, there were 1,655 shares available for grants as of  March 31, 2026. The Company has generally issued restricted stock units that vest ratably over two years of continuous service from the grant date and, upon vesting, are issued from the Company’s treasury shares. The Company accounts for share-based compensation utilizing the fair value recognition requirement pursuant to ASC 718, Compensation—Stock Compensation.

 

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:

 

				​		Weighted Average
				​		Grant Date
		Number of				Fair Value
		RSUs outstanding				per Share
Unvested as of October 1, 2024			463			$	453.93
Granted			132				565.01
Vested			—				—
Unvested as of March 31, 2025			595			$	478.69
				​				​
Unvested as of October 1, 2025			365			$	494.43
Granted			150				507.65
Vested			(66	)			565.01
Unvested as of March 31, 2026			449			$	488.43

 

As of  March 31, 2026 and 2025, the total fair value of shares vested during the respective quarters was immaterial.

 

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Note 7. Accrued Liabilities

 

Current accrued liabilities consist of (in thousands):

 

		March 31, 2026				September 30, 2025
Accrued payroll, vacation, and benefits		$	3,159			$	4,623
Accrued supplemental compensation			1,969				6,668
Accrued other			916				1,227
Total current accrued liabilities		$	6,044			$	12,518

 

Long term accrued liabilities consist primarily of the Management Incentive Plan, which was $4.5 million and $5.5 million as of  March 31, 2026, and  September 30, 2025, respectively.

 

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 $29.5 million for two acquisitions, in each case pledging its marketable securities as collateral. In addition, there were subsequent borrowings of $45.5 million to purchase additional marketable securities in fiscal year 2023. Since then, the Company has been paying down the margin loan when deemed appropriate by the Board.

 

During the fiscal year 2025, the Company used excess cash from operations to repay $5.5 million of the margin loan. During the six months ended March 31, 2026, the Company repaid an additional $2.0 million. As of  March 31, 2026, the outstanding margin loan balance was $20.0 million.

 

The interest rate for these investment margin account borrowings fluctuates based on the Federal Funds Rate plus 50 basis points with interest only payable monthly. The interest rate as of  March 31, 2026 was 4.25%.

 

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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 3.3%, and matures in 2030. This real estate loan had a balance of approximately $0.9 million as of  March 31, 2026.

 

Note 9. Net Income (Loss) Per Share

 

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the treasury stock method by dividing net income (loss) by the weighted average number of dilutive common shares outstanding during the period. Diluted shares outstanding is calculated by adding to the weighted average shares outstanding any potential dilutive securities outstanding for the period. Potential dilutive securities for the Company include only unvested restricted stock units, which have been excluded from the calculation of diluted net loss per share for the periods presented because including them would have been antidilutive. Accordingly, basic and diluted net income (loss) per share are equal for these periods.

 

The Company’s basic and diluted net income (loss) per share was as follows (in thousands, except share and per share amounts):

 

		Three Months Ended March 31,								Six Months Ended March 31,
		2026				2025				2026				2025
Numerator:
Net income (loss)		$	(34,640	)		$	44,670			$	(42,617	)		$	55,565
Denominator:
Basic weighted-average common shares outstanding			1,377,722				1,377,426				1,377,722				1,377,268
Effect of dilutive securities			—				—				—				—
Diluted weighted-average common shares outstanding			1,377,722				1,377,426				1,377,722				1,377,268
Basic EPS		$	(25.14	)		$	32.43			$	(30.93	)		$	40.34
Diluted EPS		$	(25.14	)		$	32.43			$	(30.93	)		$	40.34

 

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 evaluated regularly by the Chief Operating Decision Maker (“CODM”), in deciding how to allocate resources and assess performance.

 

The Company’s Chief Executive Officer, serving as the CODM, reviews consolidated financial data to allocate resources and assess performance. The CODM focuses on consolidated net income (loss) from the condensed consolidated statements of comprehensive income (loss), comparing results with prior periods, forecasts, and relevant expenditure categories for each segment.

 

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The Company identifies its reportable segments based on the nature of the products and services provided and the manner in which the CODM manages the business and allocates resources between (i) the Traditional Business, which consists of newspaper publishing, advertising, circulation, and related information services, and (ii) Journal Technologies, which provides case management software and related services to courts and other justice agencies. Accordingly, Traditional Business revenues 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 six months and the three months ended  March 31, 2026 and 2025, are set forth below (in thousands):

 

For the six months ended March 31
				​				​				​				​				​				​				​				​
		Reportable Segments																		​				​				​				​
		Traditional Business								Journal Technologies								Corporate								Total
		2026				2025				2026				2025				2026				2025				2026				2025
Revenues				​				​				​				​				​				​				​				​
Advertising		$	6,642			$	6,344			$	—			$	—			$	—			$	—			$	6,642			$	6,344
Circulation			2,187				2,127				—				—				—				—				2,187				2,127
Licensing and maintenance fees			—				—				17,038				15,026				—				—				17,038				15,026
Consulting fees			—				—				7,074				5,263				—				—				7,074				5,263
Other public service fees			—				—				9,314				7,120				—				—				9,314				7,120
Total operating revenues			8,829				8,471				33,426				27,409				—				—				42,255				35,880
Operating expenses				​				​				​				​				​				​				​				​
Personnel			5,082				4,389				21,673				19,807				(716	)			—				26,039				24,196
Other segment items*			4,848				2,911				7,539				7,068				363				—				12,750				9,979
Total operating expenses			9,930				7,300				29,212				26,875				(353	)			—				38,789				34,175
Income (loss) from operations			(1,101	)			1,171				4,214				534				353				—				3,466				1,705
Dividends and interest income			—				—				—				—				2,605				2,362				2,605				2,362
Net unrealized gains (losses) on marketable securities			—				—				—				—				(62,887	)			72,799				(62,887	)			72,799
Interest expense			—				—				—				—				(463	)			(745	)			(463	)			(745	)
Other			—				—				—				—				178				44				178				44
Pretax income (loss)			(1,101	)			1,171				4,214				534				(60,214	)			74,460				(57,101	)			76,165
Income tax benefit (expense)			(270	)			(315	)			(1,006	)			(185	)			15,760				(20,100	)			14,484				(20,600	)
Net income (loss)		$	(1,371	)		$	856			$	3,208			$	349			$	(44,454	)		$	54,360			$	(42,617	)		$	55,565

 

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For the three months ended March 31
		Reportable Segments																		​				​				​				​
		Traditional Business								Journal Technologies								Corporate								Total
		2026				2025				2026				2025				2026				2025				2026				2025
Revenues				​				​				​				​				​				​				​				​
Advertising		$	3,377			$	3,333			$	—			$	—			$	—			$	—			$	3,377			$	3,333
Circulation			1,102				1,047				—				—				—				—				1,102				1,047
Licensing and maintenance fees			—				—				8,531				7,501				—				—				8,531				7,501
Consulting fees			—				—				4,914				2,664				—				—				4,914				2,664
Other public service fees			—				—				4,793				3,631				—				—				4,793				3,631
Total operating revenues			4,479				4,380				18,238				13,796				—				—				22,717				18,176
Operating expenses				​				​				​				​				​				​				​				​
Personnel			2,400				2,080				11,384				10,241				(716	)			—				13,068				12,321
Other segment items*			2,563				1,415				3,734				3,477				363				—				6,660				4,892
Total operating expenses			4,963				3,495				15,118				13,718				(353	)			—				19,728				17,213
Income (loss) from operations			(484	)			885				3,120				78				353				—				2,989				963
Dividends and interest income			—				—				—				—				1,303				1,178				1,303				1,178
Net unrealized gains (losses) on marketable securities			—				—				—				—				(51,208	)			59,386				(51,208	)			59,386
Interest expense			—				—				—				—				(208	)			(351	)			(208	)			(351	)
Other			—				—				—				—				120				94				120				94
Pretax income (loss)			(484	)			885				3,120				78				(49,640	)			60,307				(47,004	)			61,270
Income tax benefit (expense)			(260	)			(240	)			(776	)			(10	)			13,400				(16,350	)			12,364				(16,600	)
Net income (loss)		$	(744	)		$	645			$	2,344			$	68			$	(36,240	)		$	43,957			$	(34,640	)		$	44,670

 

*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 consolidated total assets, as reported on the condensed consolidated balance sheets and summarized below (in thousands):

 

		Traditional Business								Journal Technologies								Corporate								Total
		March 31, 2026				September 30, 2025				March 31, 2026				September 30, 2025				March 31, 2026				September 30, 2025				March 31, 2026				September 30, 2025
Total assets		$	17,133			$	22,701			$	32,699			$	32,422			$	430,108			$	492,995			$	479,940			$	548,118

 

The Company’s long-lived assets, which consist primarily of property and equipment, net, and operating lease right-of-use assets, are primarily located in the United States. As of  March 31, 2026 and  September 30, 2025, no individual country other than the U.S. accounted for 10% or more of these assets.

 

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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 six months ended March 31, 2026 and 2025, are set forth below (in thousands):

 

Comparison of the six months ended March 31, 2026 to the six months ended March 31, 2025

 

For the six months ended March 31
		Reportable Segments
		Traditional Business								Journal Technologies								Corporate								Total
		2026				2025				2026				2025				2026				2025				2026				2025
Revenues
Advertising		$	6,642			$	6,344			$	—			$	—			$	—			$	—			$	6,642			$	6,344
Circulation			2,187				2,127				—				—				—				—				2,187				2,127
Licensing and maintenance fees			—				—				17,038				15,026				—				—				17,038				15,026
Consulting fees			—				—				7,074				5,263				—				—				7,074				5,263
Other public service fees			—				—				9,314				7,120				—				—				9,314				7,120
Total operating revenues			8,829				8,471				33,426				27,409				—				—				42,255				35,880
Operating expenses
Personnel			5,082				4,389				21,673				19,807				(716	)			—				26,039				24,196
Other segment items*			4,848				2,911				7,539				7,068				363				—				12,750				9,979
Total operating expenses			9,930				7,300				29,212				26,875				(353	)			—				38,789				34,175
Income (loss) from operations			(1,101	)			1,171				4,214				534				353				—				3,466				1,705
Dividends and interest income			—				—				—				—				2,605				2,362				2,605				2,362
Net unrealized gains (losses) on marketable securities			—				—				—				—				(62,887	)			72,799				(62,887	)			72,799
Interest expense			—				—				—				—				(463	)			(745	)			(463	)			(745	)
Other			—				—				—				—				178				44				178				44
Pretax income (loss)			(1,101	)			1,171				4,214				534				(60,214	)			74,460				(57,101	)			76,165
Income tax benefit (expense)			(270	)			(315	)			(1,006	)			(185	)			15,760				(20,100	)			14,484				(20,600	)
Net income (loss)		$	(1,371	)		$	856			$	3,208			$	349			$	(44,454	)		$	54,360			$	(42,617	)		$	55,565

 

*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.

 

Consolidated Financials Comparison

 

Consolidated revenues were $42.3 million and $35.9 million for the six months ended March 31, 2026 and 2025, respectively. This increase  of $6.4 million (17.8%) was primarily from increases in (i) Journal Technologies’ other public service fees of $2.2 million, license and maintenance fees of $2.0 million, and consulting fees of $1.8 million, and (ii) the Traditional Business’ advertising revenues of $0.3 million.

 

Approximately 79% and 76% of our revenues during the six months ended March 31, 2026 and 2025 were derived from Journal Technologies. In addition, our revenues during the six months ended March 31, 2026 were primarily from the United States, with approximately $3.3 million (7.9%) from foreign countries. Almost all of Journal Technologies’ revenues are from governmental agencies.

 

Consolidated operating expenses increased by $4.6 million (13.5%) to $38.8 million from $34.2 million. Total salaries and employee benefits increased by $1.8 million (7.6%) to $26.0 million from $ 24.2 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 $0.7 million (19.4%) to $4.3 million from $3.6 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 $2.6 million (93.6%) to $5.4 million from $2.8 million, primarily driven by a $1.5 million increase in accounting and legal fees, including higher accounting costs associated with efforts to remediate previously identified material weaknesses in internal control over financial reporting and higher legal and service provider expenses related to proxy solicitation and stockholder outreach activities, as well as a $0.4 million increase in costs related to the adoption and implementation of software and related process changes supporting the Company’s modernization initiatives. The Company expects these costs to remain elevated in the near term as these initiatives continue

 

Other income (expense) for the six months ended March 31, 2026 decreased by $135.0 million, resulting in $60.6 million of other expense, compared with $74.5 million of other income for the six months ended March 31, 2025. This change was primarily driven by unrealized losses on marketable securities of $62.9 million, compared with unrealized gains of $72.8 million in the prior-year period.

 

During the six months ended March 31, 2026 and 2025, consolidated pretax loss was $57.1 million and pretax income was $76.2 million, respectively, and consolidated net loss was $42.6 million and net income was $55.6 million, respectively.

 

As of March 31, 2026, the aggregate fair market value of the Company’s marketable securities was $430.1 million. These securities had approximately $291.0 million of cumulative unrealized gains before estimated taxes of $75.7 million. Most of the unrealized gains were in the common stocks of three U.S. financial institutions and one foreign manufacturer.

 

Taxes

 

During the six months ended March 31, 2026, the Company recorded an income tax benefit of $14.5 million on the pretax loss of $57.1 million. The income tax benefit and expense consisted primarily of tax benefit of $15.8 million related to unrealized losses on marketable securities, and tax expense of $1.4 million on income from US operations and dividend income. Consequently, the overall effective tax rate for the six months ended March 31, 2026 was 25.3% after including the taxes on the unrealized gains on marketable securities.

 

For the six months ended March 31, 2025, the Company recorded an income tax provision of $20.6 million on pretax income of $76.2 million. The income tax provision consisted of $19.2 million related to unrealized gains on marketable securities, $0.9 million related to income from U.S. operations and dividend income, and a tax provision of $0.6 million for the effect of a change in state apportionment on the beginning of the year’s deferred tax liability. These tax liabilities were partially offset by a tax benefit of $0.1 million for the dividends received deduction and other permanent book and tax differences. Consequently, the overall effective tax rate for the six months ended March 31, 2025 was 27%, after including the taxes on the unrealized gains on marketable securities.

 

The Company files consolidated federal income tax returns, with its domestic subsidiary, in the United States and with various state jurisdictions and is no longer subject to examinations for fiscal years before fiscal year 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 six months ended March 31, 2026, Journal Technologies’ pretax income increased by $3.7 million to $4.2 million, compared to $0.5 million for the six months ended March 31, 2025. The increase was primarily attributable to higher revenues of $6.0 million, partially offset by increased operating expenses of $2.3 million.

 

 

Revenues increased by $6.0 million (22.0%) to $33.4 million from $27.4 million during the prior-year period. Licensing and maintenance fees increased by $2.0 million (13.4%) to $17.0 million, while other public service fees increased by $2.2 million (30.8%) to $9.3 million, primarily due to increased e-filing revenues. Consulting fees increased by $1.8 million (34.4%) to $7.1 million, primarily due to the timing of project go-lives and deferred revenue recognition.

 

Operating expenses increased by $2.3 million (8.7%) to $29.2 million, primarily due to higher accounting and consulting fees, increased personnel costs, higher contractor utilization, and increased hosting costs billed to customers.

 

Traditional Business

 

For the six months ended March 31, 2026, the Traditional Business reported a pretax loss of $1.1 million, compared to pretax income of $1.2 million for the six months ended March 31, 2025. This decrease was primarily attributable to increased accounting and consulting fees and other operating expenses.

 

Total revenues increased by $0.4 million (4.2%) to $8.8 million from $8.5 million in the prior-year period. Advertising revenues increased by $0.3 million (4.7%) to $6.6 million, while circulation revenues increased by $0.1 million (2.8% ).

 

The Daily Journals accounted for approximately 95% of the Traditional Business’ total circulation revenues, which remained consistent year-over-year.

 

The Traditional Business segment operating expenses increased by $2.6 million (36.0%) to $9.9 million from $7.3 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 and service provider expenses associated with proxy solicitation and stockholder outreach activities.

 

Comparison of the three months ended March 31, 2026 to the three months ended March 31, 2025

 

For the three months ended March 31
		Reportable Segments																		​				​				​				​
		Traditional Business								Journal Technologies								Corporate								Total
		2026				2025				2026				2025				2026				2025				2026				2025
Revenues				​				​				​				​				​				​				​				​
Advertising		$	3,377			$	3,333			$	—			$	—			$	—			$	—			$	3,377			$	3,333
Circulation			1,102				1,047				—				—				—				—				1,102				1,047
Licensing and maintenance fees			—				—				8,531				7,501				—				—				8,531				7,501
Consulting fees			—				—				4,914				2,664				—				—				4,914				2,664
Other public service fees			—				—				4,793				3,631				—				—				4,793				3,631
Total operating revenues			4,479				4,380				18,238				13,796				—				—				22,717				18,176
Operating expenses				​				​				​				​				​				​				​				​
Personnel			2,400				2,080				11,384				10,241				(716	)			—				13,068				12,321
Other segment items*			2,563				1,415				3,734				3,477				363				—				6,660				4,892
Total operating expenses			4,963				3,495				15,118				13,718				(353	)			—				19,728				17,213
Income (loss) from operations			(484	)			885				3,120				78				353				—				2,989				963
Dividends and interest income			—				—				—				—				1,303				1,178				1,303				1,178
Net unrealized gains (losses) on marketable securities			—				—				—				—				(51,208	)			59,386				(51,208	)			59,386
Interest expense			—				—				—				—				(208	)			(351	)			(208	)			(351	)
Other			—				—				—				—				120				94				120				94
Pretax income (loss)			(484	)			885				3,120				78				(49,640	)			60,307				(47,004	)			61,270
Income tax benefit (expense)			(260	)			(240	)			(776	)			(10	)			13,400				(16,350	)			12,364				(16,600	)
Net income (loss)		$	(744	)		$	645			$	2,344			$	68			$	(36,240	)		$	43,957			$	(34,640	)		$	44,670

 

*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.

 

Consolidated Financials Comparison

 

Consolidated revenues were $22.7 million and $18.2 million for three months ended March 31, 2026 and 2025, respectively. This increase of $4.5 million (25.0%) was primarily from increases in (i) Journal Technologies’ consulting fees of $2.3 million, other public service fees of $1.2 million, and license and maintenance fees of $1.0 million.

 

Approximately 80% and 76% of our revenues during the three months ended March 31, 2026 and 2025 were derived from Journal Technologies. In addition, our revenues during the three months ended March 31, 2026 were primarily from the United States, with approximately $2.2 million (9.7%) from foreign countries.

 

Consolidated operating expenses increased by $2.5 million (14.6%) to $19.7 million from $17.2 million. Total salaries and employee benefits increased by $0.7 million (6.1%) to $13.1 million from $12.3 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 decreased by $0.1 million (3.7%) to $1.7 million from $1.8 million. Other general and administrative expenses increased by $2.0 million (147.6%) to $3.4 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 March 31, 2026 was $50.0 million of other expense, compared with $60.3 million of other income for the three months ended March 31, 2025. This change was primarily driven by unrealized losses on marketable securities of $51.2 million, compared with unrealized gains of $59.4 million in the prior-year quarter.

 

During the three months ended March 31, 2026 and 2025, consolidated pretax loss was $47.0 million and pretax income was $61.3 million, respectively, and consolidated net loss was $34.6 million and net income was $44.7 million, respectively.

 

 

Journal Technologies

 

For the three months ended March 31, 2026, Journal Technologies’ pretax income was $3.1 million compared to $0.1 million for the three months ended March 31, 2025. The increase was primarily attributable to higher revenues of $4.4 million, partially offset by increased operating expenses of $1.4 million.

 

Revenues increased by $4.4 million (32.2%) to $18.2 million from $13.8 million during the prior-year quarter. Licensing and maintenance fees increased by $1.0 million (13.7%) to $8.5 million, while other public service fees increased by $1.2 million (32.0%) to $4.8 million, primarily due to increased e-filing revenues. Consulting fees increased by $2.3 million (84.5%) to $4.9 million, primarily due to the timing of project go-lives and deferred revenue recognition.

 

Operating expenses increased by $1.4 million (10.2%) to $15.1 million, primarily due to increased personnel costs, higher contractor utilization, and increased hosting costs billed to customers.

 

Traditional Business

 

For the three months ended March 31, 2026, the Traditional Business reported a pretax loss of $0.5 million, compared to pretax income of $0.9 million for the three months ended March 31, 2025. This decrease was primarily attributable to other operating expenses.

 

Total revenues increased by $0.1 million (2.3%) to $4.5 million from $4.4 million in the prior-year quarter. Advertising and circulation revenues increased by $0.1 million (5.3% ).

 

The Traditional Business segment operating expenses increased by $1.5 million (42.0%) to $5.0 million from $3.5 million, primarily resulting from increased merchant discount fees, additional promotional expenses, and accounting advisory fees primarily associated with the remediation of material weaknesses in our internal controls, as well as higher legal and service provider expenses associated with proxy solicitation and stockholder outreach activities.

 

Liquidity and Capital Resources

 

During the six months ended March 31, 2026, our cash and cash equivalents, restricted cash, and marketable securities decreased by $62.8 million, reflecting net pretax unrealized losses on marketable securities of $62.9 million. The investments in marketable securities, which had an adjusted cost basis of approximately $139.1 million and a market value of approximately $430.1 million as of March 31, 2026, generated approximately $2.6 million in dividends and interest income during the six months ended March 31, 2026. These securities had approximately $291.0 million of cumulative unrealized gains before estimated taxes of $75.7 million which will become due only when we sell securities in which there is realized appreciation.

 

No marketable securities were sold during the six months ended March 31, 2026. The margin loan principal balance was paid down by $2.0 million using excess cash from operations. The loan balance was $20.0 million and $22.0 million as of March 31, 2026 and September 30, 2025, respectively.

 

As of March 31, 2026, we had working capital of $441.7 million, including the liabilities for deferred revenue of $16.4 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):

 

		March 31, 2026				March 31, 2025				Change
Net cash (used in) provided by:
Operating activities		$	2,157			$	1,636			$	521
Investing activities			(14	)			—				(14	)
Financing activities			(2,084	)			(2,582	)			498
Effect of exchange rate changes on cash and cash equivalents			(9)				—				(9)
Net increase (decrease) in cash and cash equivalents		$	50			$	(946	)		$	996

 

Operating Activities

 

For the six months ended March 31, 2026, net cash provided by operating activities was $2.2 million. Cash provided by operating activities consisted of a net loss of $42.6 million, adjusted for non-cash items of $48.3 million, and cash used for working capital of $3.5 million. Adjustments for non-cash items consisted primarily of $62.9 million of net unrealized losses on marketable securities, and $14.8 million of deferred income tax benefit. The use of cash from changes in operating assets and liabilities was primarily attributable to a $7.7 million decrease in accrued liabilities, including non-qualified deferred compensation, $0.6 million decrease in income taxes payable, $1.9 million decrease in deferred revenue, and $1.3 million increase in prepaid expenses and other assets, partially offset by a $7.4 million decrease in accounts receivable, reflecting improved collections, and a $0.7 million increase in accounts payable.

 

For the six months ended March 31, 2025, net cash provided by operating activities was $1.6 million. Cash provided by operating activities consisted of net income of $55.6 million, adjusted for non-cash items of $52.3 million, and cash used for working capital of $1.6 million. Adjustments for non-cash items consisted primarily of $72.8 million of net unrealized gains on marketable securities, partially offset by $20.3 million of deferred income tax expense, as well as $0.1 million of depreciation and amortization and $0.1 million of stock-based compensation. The use of cash from changes in operating assets and liabilities was primarily attributable to a $6.5 million decrease in deferred revenue and a $2.5 million decrease in accrued liabilities, including non-qualified deferred compensation, partially offset by a $7.4 million decrease in accounts receivable, reflecting improved collections.

 

Investing Activities

 

For the six months ended March 31, 2026 and 2025 , net cash used in investing activities was negligible or nil.

 

Financing Activities

 

For the six months ended March 31, 2026, net cash used in financing activities totaled $2.1 million, consisting primarily of a $2.0 million repayment on the outstanding balance of the Company’s investment margin loan.

 

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 March 31, 2026 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 (the “Exchange Act”), and are not required to provide the information required under this item.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

The Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer (Principal Financial and Accounting Officer), evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of March 31, 2026.

 

As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, management identified material weaknesses in internal control over financial reporting related to (i) segregation of duties and (ii) revenue recognition.

 

Based on this evaluation, and in light of these material weaknesses, management concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2026. However, management has made substantial progress in remediation. While the Company believes that the material weaknesses have been addressed through the actions described below, it must see sustained operating effectiveness over a sufficient period before concluding and declaring that the weaknesses have been fully remediated.

 

Changes in Internal Control Over Financial Reporting

 

During the quarter ended March 31, 2026, the Company continued to execute its remediation plan and made significant progress building on its prior actions. Specifically, the Company:

 

●

Completed the implementation of enhancements to its enterprise resource planning (ERP) system, strengthening system-enforced segregation of duties, user access governance, and workflow approval controls, and expanding their consistent application across financial reporting processes.

 

●

Completed the expansion and realignment of finance and accounting personnel and further reinforced supervisory review controls, resulting in clearer separation of preparer and reviewer responsibilities and reduced reliance on single individuals in key processes.

 

●

Continued implementation and refinement of enhanced revenue recognition controls, including standardized documentation and layered review procedures over deferred revenue, and began applying these controls consistently across reporting periods.

 

●

Advanced its engagement with a third-party consulting firm to support the enhancement and refinement of the Company’s control environment, including assistance with control design, implementation, and evaluation of readiness for operating effectiveness.

 

●

Further enhanced executive management and Audit Committee oversight through structured reporting, regular review sessions, and increased visibility into remediation progress and control performance.

 

As noted above, the Company has completed the design and implementation of its key remediation actions and has begun testing the operating effectiveness of these controls. 

 

 

 

PART II—OTHER INFORMATION

 

Item 6.  Exhibits.

 

The following documents are filed as part of this Report:

 

31.1	Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and Rule 15d-14(a) of the Exchange Act
31.2	Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and Rule 15d-14(a) of the Exchange Act
32.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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)

 

 

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.

 

 

	DAILY JOURNAL CORPORATION
Date: May 14, 2026	/s/ Steven Myhill-Jones
	Steven Myhill-Jones Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
Date: May 14, 2026	/s/ Erik Nakamura
	Erik Nakamura Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)