djco20260630_10q.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-14665
DAILY JOURNAL CORPORATION
(Exact name of registrant as specified in its charter)
South Carolina
(State or other jurisdiction of
incorporation or organization)
95-4133299
(IRS Employer
Identification No.)
915 East First Street
Los Angeles , California
(Address of principal executive offices)
90012
(Zip Code)
Registrant's telephone number, including area code: ( 213 ) 229-5300
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
DJCO
The Nasdaq Stock Market
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. Yes ☑ No ☐
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). Yes ☑ No ☐
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
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 ☐ No ☑
As of August 7, 2026, there were outstanding 1,377,952 shares of Common Stock.
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Page
PART I
FINANCIAL INFORMATION
Item 1.
Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets – June 30, 2026 and September 30, 2025
5
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) - Three and Nine months ended June 30, 2026 and 2025
6
Condensed Consolidated Statements of Stockholders’ Equity - Nine months ended June 30, 2026 and 2025
7
Condensed Consolidated Statements of Cash Flows - Nine months ended June 30, 2026 and 2025
8
Notes to Condensed Consolidated Financial Statements
9
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
22
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
28
Item 4.
Controls and Procedures
28
PART II
OTHER INFORMATION
Item 6.
Exhibits
29
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Disclosure Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Certain statements contained in this document, including but not limited to those in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are “forward-looking” statements that involve risks and uncertainties that may cause actual future events or results to differ materially from those described in the forward-looking statements. Words such as “expects,” “intends,” “anticipates,” “should,” “believes,” “will,” “plans,” “estimates,” “may,” variations of such words and similar expressions are intended to identify such forward-looking statements. We disclaim any intention or obligation to revise any forward-looking statements whether as a result of new information, future developments, or otherwise. There are many factors that could cause actual results to differ materially from those contained in the forward-looking statements. These factors include, among others: risks associated with software development and implementation efforts, and disruptive new technologies like artificial intelligence; Journal Technologies’ reliance on professional services engagements with justice agencies; material changes in the costs of postage and paper; additional possible changes in the law, particularly changes limiting or eliminating the requirements for public notice advertising; possible loss of the adjudicated status of the Company’s newspapers and their legal authority to publish public notice advertising; a decline in subscriber revenues; possible security breaches of the Company’s software or websites; changes in accounting guidance; material weaknesses in the Company’s internal control over financial reporting; and declines in the market prices of the securities owned by the Company. In addition, such statements could be affected by general industry and market conditions, general economic conditions (particularly in California) and other factors. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed in this Form 10-Q, including in conjunction with the forward-looking statements themselves. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in documents filed by the Company with the Securities and Exchange Commission.
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DAILY JOURNAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands except share amounts)
June 30, 2026
September 30, 2025
ASSETS
Current assets:
Cash and cash equivalents
$ 31,133
$ 20,569
Restricted cash
2,329
2,269
Marketable securities at fair value
405,963
492,995
Accounts receivable, net
17,899
21,011
Prepaid expenses and other current assets
3,155
959
Assets held for sale
3,461
—
Total current assets
463,940
537,803
Property and equipment, net
5,672
8,930
Non-qualified deferred compensation plan – trust account asset value
2,220
1,385
Total assets
$ 471,832
$ 548,118
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$ 10,078
$ 7,071
Accrued liabilities
9,169
12,518
Note payable collateralized by real estate
171
169
Income taxes payable
2,506
879
Deferred revenue
17,900
18,169
Total current liabilities
39,824
38,806
Investment margin account borrowings
20,000
22,000
Long-term note payable collateralized by real estate
659
787
Long-term deferred revenue
1,721
994
Long-term accrued liabilities
4,698
5,547
Accrued non-qualified deferred compensation
2,126
1,590
Deferred income taxes
65,151
87,333
Total liabilities
134,179
157,057
Commitments and contingencies (Note 8)
Stockholders’ Equity
Common stock, $ 0.01 par value; 5,000,000 shares authorized; 1,805,179 and 1,805,053 shares issued, and 427,427 and 427,627 treasury shares, and 1,377,752 and 1,377,426 shares outstanding as of June 30, 2026 and September 30, 2025, respectively.
14
14
Additional paid-in capital
2,221
2,097
Accumulated other comprehensive loss
( 26
)
—
Retained earnings
335,444
388,950
Total stockholders’ equity
337,653
391,061
Total liabilities and stockholders’ equity
$ 471,832
$ 548,118
The accompanying notes are an integral part of these condensed consolidated financial statements.
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DAILY JOURNAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(in thousands, except share and per share amounts)
Three Months Ended June 30,
Nine Months Ended June 30,
2026
2025
2026
2025
Revenues
Advertising
$ 3,753
$ 3,812
$ 10,395
$ 10,156
Circulation
1,087
1,069
3,274
3,196
Licensing and maintenance fees
9,239
7,964
26,277
22,990
Consulting fees
7,164
6,529
14,238
11,792
Other public service fees
5,733
4,032
15,047
11,152
Total revenues
26,976
23,406
69,231
59,286
Operating expenses:
Salaries and employee benefits
15,371
15,376
41,410
39,572
Agency commissions
378
385
1,041
1,069
Outside services
1,458
1,710
5,769
5,322
Postage and delivery expenses
272
192
796
576
Newsprint and printing expenses
158
149
472
504
Equipment maintenance and software
26
290
302
1,333
Credit card merchant discount fees
733
599
1,959
1,692
Other general and administrative expenses
3,313
1,481
8,749
4,289
Total operating expenses
21,709
20,182
60,498
54,357
Income from operations
5,267
3,224
8,733
4,929
Other income (expense)
Dividends and interest income
2,931
3,796
5,536
6,158
Net unrealized gains (losses) on marketable securities
( 24,145
)
11,521
( 87,032
)
84,320
Net unrealized gains (losses) on non-qualified compensation plan
163
20
246
( 33
)
Interest expense
( 229
)
( 332
)
( 692
)
( 1,077
)
Other income
24
2
119
99
Income (loss) before taxes
( 15,989
)
18,231
( 73,090
)
94,396
Income tax benefit (expense)
5,100
( 3,810
)
19,584
( 24,410
)
Net income (loss)
( 10,889
)
14,421
( 53,506
)
69,986
Other comprehensive loss:
Foreign currency translation adjustments
( 17
)
—
( 26
)
—
Net income (loss) and comprehensive income (loss)
$ ( 10,906
)
$ 14,421
$ ( 53,532
)
$ 69,986
Earnings (losses) per share:
Basic
$ ( 7.90
)
$ 10.47
$ ( 38.84
)
$ 50.81
Diluted
$ ( 7.90
)
$ 10.47
$ ( 38.84
)
$ 50.81
Shares used in computing earnings (losses) per share:
Basic
1,377,732
1,377,426
1,377,725
1,377,321
Diluted
1,377,732
1,377,426
1,377,725
1,377,321
The accompanying notes are an integral part of these condensed consolidated financial statements.
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DAILY JOURNAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY
(Unaudited)
(in thousands, except share amounts)
Additional
Accumulated Other
Total
Common Stock
Treasury Stock
Paid-in
Comprehensive
Retained
Stockholders’
Share
Amount
Share
Amount
Capital
Loss
Earnings
Equity
Balance as of September 30, 2024
1,805,053
$ 18
( 427,627
)
$ ( 4
)
$ 1,957
$ —
$ 276,813
$ 278,784
Stock-based compensation
—
—
—
—
24
—
—
24
Net income
—
—
—
—
—
—
10,895
10,895
Balance as of December 31, 2024
1,805,053
18
( 427,627
)
( 4
)
1,981
—
287,708
289,703
Stock-based compensation
—
—
—
—
65
—
—
65
Net income
—
—
—
—
—
—
44,670
44,670
Balance as of March 31, 2025
1,805,053
18
( 427,627
)
( 4
)
2,046
—
332,378
$ 334,438
Stock-based compensation
—
—
—
—
23
—
—
23
Net income
—
—
—
—
—
—
14,421
14,421
Balance as of June 30, 2025
1,805,053
$ 18
( 427,627
)
$ ( 4
)
$ 2,069
$ —
$ 346,799
348,882
Balance as of September 30, 2025
1,805,053
$ 18
( 427,627
)
$ ( 4
)
$ 2,097
$ —
$ 388,950
$ 391,061
Issuance of common stock upon vesting of restricted stock units
96
—
200
—
—
—
—
—
Stock-based compensation
—
—
—
—
36
—
—
36
Net loss
—
—
—
—
—
—
( 7,977
)
( 7,977
)
Balance as of December 31, 2025
1,805,149
18
( 427,427
)
( 4
)
2,133
—
380,973
$ 383,120
Issuance of common stock upon vesting of restricted stock units
—
—
—
—
—
—
—
—
Stock-based compensation
—
—
—
—
45
—
—
45
Foreign currency translation adjustment
—
—
—
—
—
( 9
)
—
( 9
)
Net loss
—
—
—
—
—
—
( 34,640
)
( 34,640
)
Balance as of March 31, 2026
1,805,149
18
( 427,427
)
( 4
)
2,178
( 9
)
346,333
$ 348,516
Issuance of common stock upon vesting of restricted stock units
30
—
—
—
—
—
—
—
Stock-based compensation
—
—
—
—
43
—
—
43
Foreign currency translation adjustment
—
—
—
—
—
( 17
)
—
( 17
)
Net loss
—
—
—
—
—
—
( 10,889
)
( 10,889
)
Balance as of June 30, 2026
1,805,179
$ 18
( 427,427
)
$ ( 4
)
$ 2,221
$ ( 26
)
$ 335,444
337,653
The accompanying notes are an integral part of these condensed consolidated financial statements.
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DAILY JOURNAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Nine Months Ended June 30,
2026
2025
Cash flows from operating activities
Net income (loss)
$ ( 53,506
)
$ 69,986
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Stock-based compensation
124
112
Depreciation and amortization
133
196
Net unrealized (gains) losses on marketable securities
87,032
( 84,320
)
Deferred income taxes
( 22,182
)
22,786
Changes in operating assets and liabilities:
Accounts receivable, net
3,112
( 347
)
Income tax receivable
—
33
Prepaid expenses and other assets
( 2,381
)
( 333
)
Accounts payable
3,007
2,255
Accrued liabilities, including non-qualified deferred compensation
( 4,497
)
870
Income taxes payable
1,627
1,615
Deferred revenue
458
( 4,043
)
Net cash provided by operating activities
12,927
8,810
Cash flows from investing activities
Purchases of property, plant and equipment, net
( 151
)
—
Net cash used in investing activities
( 151
)
—
Cash flows from financing activities
Repayment of margin loan borrowing
( 2,000
)
( 2,500
)
Payment of real estate loan principal
( 126
)
( 123
)
Net cash used in financing activities
( 2,126
)
( 2,623
)
Effect of exchange rate changes on cash and cash equivalents
( 26
)
—
Net increase in cash and cash equivalents and restricted cash
10,624
6,187
Cash and cash equivalents and restricted cash at beginning of period
Cash and cash equivalents
20,569
12,986
Restricted cash
2,269
2,191
Cash and cash equivalents and restricted cash at end of period
$ 33,462
$ 21,364
Interest paid during the period
$ 692
$ 1,079
Income taxes paid (refunded) during the period
$ —
$ ( 20
)
The accompanying notes are an integral part of these condensed consolidated financial statements.
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DAILY JOURNAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
Note 1. The Corporation and Operations
Daily Journal Corporation publishes newspapers and websites covering California and Arizona and produces several specialized information services and also serves as a newspaper representative specializing in public notice advertising (collectively comprising the “Traditional Business”). Daily Journal Corporation, along with its wholly owned subsidiaries, are referred to as the “Company” or “Daily Journal”.
Journal Technologies, Inc. (“Journal Technologies”), a wholly owned subsidiary of Daily Journal, supplies case management software systems and related products to courts, prosecutor and public defender offices, probation departments and other justice agencies, including administrative law organizations, city and county governments and bar associations. These organizations use the Journal Technologies family of products to help manage cases and information electronically, to interface with other critical justice partners and to extend electronic services to the public, including e-filing and a website to pay traffic citations and fees online. These products are licensed or subscribed to in approximately 37 states and internationally.
Essentially all of the Company’s U.S. operations are based in California and Utah. The Company also has a presence in Australia where Journal Technologies maintains three software installation projects and in British Columbia, Canada, where the Company, through Journal Technologies, operates a wholly owned subsidiary, Journal Technologies (Canada), Inc.
Note 2. Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete annual financial statements.
The unaudited condensed consolidated financial statements include the accounts of Daily Journal Corporation and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the Company’s financial position as of June 30, 2026 , the results of operations for the three and nine months ended June 30, 2026 , and stockholders’ equity and cash flows for the nine months ended June 30, 2026 . The results of operations for interim periods are not necessarily indicative of the results that may be expected for the full fiscal year ending September 30, 2026 or for any other interim period.
The accompanying condensed consolidated balance sheets present the Company's financial position as of June 30, 2026 (unaudited) and September 30, 2025 . The latter was derived from the Company's audited consolidated financial statements included in the Company’s Annual Report on Form 10 -K. These interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in that Annual Report.
Reclassifications:
Certain reclassifications of previously reported amounts have been made to conform to the current period presentation of the accompanying unaudited condensed consolidated financial statements. These reclassifications had no effect on previously reported total assets, total liabilities, stockholders' equity, total revenues, net income (loss) or cash flows.
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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 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 June 30, 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
347
Balance as of June 30, 2025
$ 19,566
Balance as of September 30, 2025
21,011
Increase (decrease), net
( 3,112
)
Balance as of June 30, 2026
$ 17,899
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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
Beginning
Costs and
less
as of
Description
of Year
Expenses
Recoveries
June 30
Fiscal 2026 year-to-date through June 30
Allowance for credit losses
$ 250
$ 3
$ ( 3
)
$ 250
Fiscal 2025 year-to-date through June 30
Allowance for credit losses
$ 250
$ 9
$ ( 9
)
$ 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 typically insignificant, and no software development costs have been capitalized to date. Research and development expenses related to software development are approximately $ 0.4 million and $ 0.6 million for the three months ended June 30, 2026 and 2025 , respectively. Research and development expenses are approximately $ 0.8 million and $ 1.8 million for the nine months ended June 30, 2026 and 2025 , respectively. All such expenses are included under salaries and employee benefits in the condensed consolidated statements of comprehensive income (loss).
Assets and Liabilities Held for Sale
The Company classifies long‑lived assets (or disposal groups) as held for sale in the period in which all required criteria are met. Upon designation as held for sale, the assets of the disposal group are presented separately in the condensed consolidated balance sheets as assets held for sale.
Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets. The Company measures assets held for sale at the lower of their carrying amount or fair value less cost to sell. During the second quarter of fiscal 2026, the Company entered into agreements to sell a building and its related land in Los Angeles, California (collectively, the "Building"), which is held within the Traditional Business segment. Upon meeting the held for sale criteria, the Company ceased depreciation on the Building and determined that no adjustment to its $ 3.5 million carrying value was required. While the cited agreement did not reach closing, a subsequent agreement was entered into during the third quarter of fiscal 2026. As of the filing date of this Quarterly Report on Form 10 -Q, due diligence and related 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 condensed consolidated balance sheets. Proceeds from consulting fees are recognized at point of delivery upon service completion, and unearned consulting fee proceeds are recorded under deferred revenue on the condensed consolidated balance sheets. Other public service fees are earned and recognized as revenues when the Company processes credit card payments on behalf of the courts via its websites through which the public can e-file cases and pay traffic citations and other fees.
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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.
Recent Accounting Pronouncements
Accounting Pronouncements Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023 - 09, Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures , which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023 - 09 are effective for fiscal years beginning after December 15, 2024, or the Company’s fiscal year 2026 Annual Report on Form 10 -K, and subsequent interim periods. The amendments should be applied prospectively; however, retrospective application is also permitted. The Company is finalizing its review of the guidance and evaluating its impact on its consolidated financial statements.
In November 2024, FASB issued ASU 2024 - 03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220 ): Disaggregation of Income Statement Expenses , which requires additional disclosure of certain amounts included in the expense captions presented on the statement of operations, as well as disclosures about selling expenses. ASU 2024 - 03 is effective for fiscal years beginning after December 15, 2026 , or the Company’s fiscal year 2028 , and subsequent interim periods, with early adoption permitted. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is evaluating the disclosure requirements related to the new standard.
In September 2025, the FASB issued ASU No. 2025 - 06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350 - 40 ) , which modernizes the accounting guidance for internal-use software costs by eliminating the requirement to assess software development stages and introduces a new capitalization threshold. ASU 2025 - 06 is effective for fiscal years beginning after December 15, 2027 , or the Company’s fiscal year 2029 , and subsequent interim periods, with early adoption permitted. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is currently in the process of reviewing the guidance and evaluating its impact on its consolidated financial statements.
New Accounting Pronouncements Adopted
There were no new accounting standards adopted during the nine months ended June 30, 2026 .
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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 June 30,
For the nine months ended June 30,
2026
2025
2026
2025
% of
% of
% of
% of
Country/Territory
Revenue
total Revenue
Revenue
total Revenue
Revenue
total Revenue
Revenue
total Revenue
Australia
$ 2,590
9.6
%
$ 3,814
16.3
%
$ 3,962
5.7
%
$ 5,215
8.8
%
Canada
188
0.7
86
0.4
1,744
2.5
464
0.8
Commonwealth of the Northern Mariana Islands
37
0.1
282
1.2
108
0.2
417
0.7
Guam
172
0.6
169
0.7
509
0.7
509
0.9
Total
$ 2,987
11.0
%
$ 4,351
18.6
%
$ 6,323
9.1
%
$ 6,605
11.2
%
The components of total deferred revenues, including the long-term portion, are as follows (in thousands):
June 30, 2026
September 30, 2025
Deferred subscriptions
$ 2,642
$ 2,474
Deferred consulting fees
2,569
1,747
Deferred maintenance agreements and others
14,410
14,942
Total deferred revenues
$ 19,621
$ 19,163
The change in total deferred revenues, including the long-term portion, is as follows (in thousands):
Deferred Revenue
Deferred Revenue
(Current)
(Long-term)
Balance as of September 30, 2024
$ 23,713
$ 883
Increase (decrease), net
( 3,549
)
( 494
)
Balance as of June 30, 2025
$ 20,164
$ 389
Balance as of September 30, 2025
$ 18,169
$ 994
Increase (decrease), net
( 269
)
727
Balance as of June 30, 2026
$ 17,900
$ 1,721
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The increase in deferred revenue during the nine months ended June 30, 2026 was primarily driven by amounts billed in advance for new and renewal contracts, partially offset by the recognition of revenue associated with performance obligations satisfied during the period.
During the nine months ended June 30, 2026 and 2025 , $ 16.3 million and $ 20.1 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 June 30, 2026 , the Company’s holdings of marketable securities were concentrated in just six companies.
Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
●
Level 1 — defined as observable inputs based on unadjusted quoted prices for identical instruments in active markets;
●
Level 2 — defined as inputs other than Level 1 that are either directly or indirectly observable in the marketplace for identical or similar instruments in markets that are not active; and
●
Level 3 — defined as unobservable inputs in which little or no market data exists where valuations are derived from techniques in which one or more significant inputs are unobservable.
The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end.
The carrying amounts of cash, restricted cash, accounts receivable, accrued liabilities and accounts payable approximate fair value because of the short maturity and high liquidity of these instruments. Marketable securities and cash equivalents, which consist of money market funds, are measured and recorded at fair value on the Company’s condensed consolidated balance sheets using Level 1 inputs. The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments. There were no transfers between Level 1 and Level 2 or transfers in or out of Level 3 during the periods ended June 30, 2026 and September 30, 2025 .
The following table summarizes the fair value hierarchy of financial assets measured at fair value as of June 30, 2026 (in thousands):
Level 1
Level 2
Level 3
Total
Money market funds (cash equivalents)
$ 5,552
$ —
$ —
$ 5,552
Marketable securities
405,963
—
—
405,963
Total assets at fair value
$ 411,515
$ —
$ —
$ 411,515
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Table of Contents
The following table summarizes the fair value hierarchy of the Company’s financial assets measured at fair value as of September 30, 2025 (in thousands):
Level 1
Level 2
Level 3
Total
Money market funds (cash equivalents)
$ 3,335
$ —
$ —
$ 3,335
Marketable securities
492,995
—
—
492,995
Total assets at fair value
$ 496,330
$ —
$ —
$ 496,330
Marketable Securities
As of June 30, 2026 and September 30, 2025 , there were accumulated pretax unrealized gains of marketable securities of $ 266.9 million and $ 353.9 million, respectively, recorded in the accompanying condensed consolidated balance sheets.
During the nine months ended June 30, 2026 and 2025 , the Company recorded and included in net income (loss), net unrealized losses on marketable securities of $ 87.0 million and net unrealized gains on marketable securities of $ 84.3 million, respectively. There were no purchases or sales of marketable securities during the periods ended June 30, 2026 and 2025 .
Investments in marketable securities as of June 30, 2026 and September 30, 2025 are summarized below (in thousands).
June 30, 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
$ 405,963
$ 139,094
$ 266,869
$ 492,995
$ 139,094
$ 353,901
Note 5. Income Taxes
For the nine months ended June 30, 2026 , the Company recorded an income tax benefit of $ 19.6 million on the pretax loss of $ 73.1 million. The income tax benefit (expense) consisted primarily of tax benefit of $ 22.4 million related to unrealized losses on marketable securities, and tax expense of $ 3.2 million on income from U.S. operations and dividend income. Consequently, the overall effective tax rate for the nine months ended June 30, 2026 was 26.8 %, after including the taxes on the unrealized losses on marketable securities.
For the nine months ended June 30, 2025 , the Company recorded an income tax provision of $ 24.4 million on pretax income of $ 94.4 million. The income tax provision consisted of tax provisions of $ 22.0 million on the unrealized gains on marketable securities, and $ 2.5 million on income from U.S. operations and dividend income, and a tax provision of $ 0.2 million for the effect of a change in state apportionment on the beginning of the year’s deferred tax liability. These tax liabilities were partially offset by a tax benefit of $ 0.3 million for the dividends received deduction and other permanent book and tax differences. Consequently, the overall effective tax rate for the nine months ended June 30, 2025 was 25.9 %, after including the taxes on the unrealized gains on marketable securities.
The Company files consolidated federal income tax returns, with its domestic subsidiary, in the United States and with various state jurisdictions and is no longer subject to examinations for fiscal years before fiscal year 2022 with regard to federal income taxes and fiscal year 2021 for state income taxes. The Canadian subsidiary files a federal and provincial tax return in Canada.
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Table of Contents
Note 6. Stock-Based Compensation
The Company has implemented two equity incentive plans, one for key employees and one for non-employee directors, each providing for the grant of incentive stock options, non-qualified stock options, restricted stock units (RSUs), and other equity-based awards. As of June 30, 2026 , and 2025 , there were 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 June 30, 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 closing market price on the date of grant as the fair market value of the stock. The Company has not historically paid any cash dividends on its common stock and as a result does not reduce the grant-date fair value per share by the present value of dividends expected to be paid during the requisite service period for restricted stock units. Share based compensation awards are expensed on a straight-line basis over the requisite service periods, which are generally the vesting periods.
The Company will recognize the effect of awards for which the requisite service period is not rendered when the award is forfeited. That is, the Company recognizes the effect of forfeitures in compensation cost when they occur. Previously recognized compensation cost for an award is reversed in the period the award is forfeited.
The following table summarizes stock unit activity during the periods presented:
Weighted Average
Grant Date
Number of
Fair Value
RSUs outstanding
per Share
Unvested as of October 1, 2024
463
$
453.93
Granted
132
565.01
Vested
( 30
)
389.16
Unvested as of June 30, 2025
565
$
482.97
Unvested as of October 1, 2025
365
$
494.43
Granted
150
507.65
Vested
( 96
)
510.06
Unvested as of June 30, 2026
419
$
494.83
As of June 30, 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):
June 30, 2026
September 30, 2025
Accrued payroll, vacation, and benefits
$ 4,952
$ 4,623
Accrued supplemental compensation
2,954
6,668
Accrued other
1,263
1,227
Total current accrued liabilities
$ 9,169
$ 12,518
Long term accrued liabilities consist primarily of the Management Incentive Plan, which was $ 4.7 million and $ 5.5 million as of June 30, 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 nine months ended June 30, 2026 , the Company repaid an additional $ 2.0 million. As of June 30, 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 June 30, 2026 was 4.25 %.
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Table of Contents
Real Estate Loan
In November 2015, the Company purchased a building in Logan, Utah. The Company obtained a loan, secured by the underlying real estate asset, which has a fixed rate of 3.3 %, and matures in 2030. This real estate loan had a balance of approximately $ 0.8 million as of June 30, 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 June 30,
Nine Months Ended June 30,
2026
2025
2026
2025
Numerator:
Net income (loss)
$ ( 10,889
)
$ 14,421
$ ( 53,506
)
$ 69,986
Denominator:
Basic weighted-average common shares outstanding
1,377,732
1,377,426
1,377,725
1,377,321
Effect of dilutive securities
—
—
—
—
Diluted weighted-average common shares outstanding
1,377,732
1,377,426
1,377,725
1,377,321
Basic EPS
$ ( 7.90
)
$ 10.47
$ ( 38.84
)
$ 50.81
Diluted EPS
$ ( 7.90
)
$ 10.47
$ ( 38.84
)
$ 50.81
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.
19
Table of Contents
The Company identifies its reportable segments based on the nature of the products and services provided and the manner in which the CODM manages the business and allocates resources between (i) the Traditional Business, which consists of newspaper publishing, advertising, circulation, and related information services, and (ii) Journal Technologies, which provides case management software and related services to courts and other justice agencies. Accordingly, Traditional Business revenues comprise advertising, circulation, and advertising service fees and other, while Journal Technologies revenues comprise licensing and maintenance fees, consulting fees, and other public service fees. All inter-segment transactions were eliminated. Corporate is presented below as a non-operating segment to reconcile segment results to the Company’s consolidated financial statement line-item totals. Additional details about each of the reportable segments and its income and expenses for the nine months and the three months ended June 30, 2026 and 2025 , are set forth below (in thousands):
For the nine months ended June 30,
Reportable Segments
Traditional Business
Journal Technologies
Corporate
Total
2026
2025
2026
2025
2026
2025
2026
2025
Revenues
Advertising
$
10,395
$
10,156
$
—
$
—
$
—
$
—
$
10,395
$
10,156
Circulation
3,274
3,196
—
—
—
—
3,274
3,196
Licensing and maintenance fees
—
—
26,277
22,990
—
—
26,277
22,990
Consulting fees
—
—
14,238
11,792
—
—
14,238
11,792
Other public service fees
—
—
15,047
11,152
—
—
15,047
11,152
Total operating revenues
13,669
13,352
55,562
45,934
—
—
69,231
59,286
Operating expenses
Personnel
7,233
8,260
34,717
31,312
( 540
)
—
41,410
39,572
Other segment items*
7,028
4,855
11,093
9,930
967
—
19,088
14,785
Total operating expenses
14,261
13,115
45,810
41,242
427
—
60,498
54,357
Income (loss) from operations
( 592
)
237
9,752
4,692
( 427
)
—
8,733
4,929
Dividends and interest income
—
—
—
—
5,536
6,158
5,536
6,158
Net unrealized gains (losses) on marketable securities
—
—
—
—
( 87,032
)
84,320
( 87,032
)
84,320
Interest expense
—
—
—
—
( 692
)
( 1,077
)
( 692
)
( 1,077
)
Other
—
—
—
—
365
66
365
66
Pretax income (loss)
( 592
)
237
9,752
4,692
( 82,250
)
89,467
( 73,090
)
94,396
Income tax benefit (expense)
( 40
)
( 60
)
( 2,286
)
( 1,255
)
21,910
( 23,095
)
19,584
( 24,410
)
Net income (loss)
$
( 632
)
$
177
$
7,466
$
3,437
$
( 60,340
)
$
66,372
$
( 53,506
)
$
69,986
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For the three months ended June 30,
Reportable Segments
Traditional Business
Journal Technologies
Corporate
Total
2026
2025
2026
2025
2026
2025
2026
2025
Revenues
Advertising
$
3,753
$
3,812
$
—
$
—
$
—
$
—
$
3,753
$
3,812
Circulation
1,087
1,069
—
—
—
—
1,087
1,069
Licensing and maintenance fees
—
—
9,239
7,964
—
—
9,239
7,964
Consulting fees
—
—
7,164
6,529
—
—
7,164
6,529
Other public service fees
—
—
5,733
4,032
—
—
5,733
4,032
Total operating revenues
4,840
4,881
22,136
18,525
—
—
26,976
23,406
Operating expenses
Personnel
2,151
3,871
13,044
11,505
176
—
15,371
15,376
Other segment items*
2,180
1,944
3,554
2,862
604
—
6,338
4,806
Total operating expenses
4,331
5,815
16,598
14,367
780
—
21,709
20,182
Income (loss) from operations
509
( 934
)
5,538
4,158
( 780
)
—
5,267
3,224
Dividends and interest income
—
—
—
—
2,931
3,796
2,931
3,796
Net unrealized gains (losses) on marketable securities
—
—
—
—
( 24,145
)
11,521
( 24,145
)
11,521
Interest expense
—
—
—
—
( 229
)
( 332
)
( 229
)
( 332
)
Other
—
—
—
—
187
22
187
22
Pretax income (loss)
509
( 934
)
5,538
4,158
( 22,036
)
15,007
( 15,989
)
18,231
Income tax benefit (expense)
230
255
( 1,280
)
( 1,070
)
6,150
( 2,995
)
5,100
( 3,810
)
Net income (loss)
$
739
$
( 679
)
$
4,258
$
3,088
$
( 15,886
)
$
12,012
$
( 10,889
)
$
14,421
*Other segment items within net income (loss) include rental income, net unrealized gains on non-qualified compensation plan, interest expense on note payable collateralized by real estate, agency commissions, outside services, postage and delivery expenses, newsprint and printing expenses, depreciation and amortization, equipment maintenance and software, credit card merchant discount fees, rent expenses, accounting and legal fees, and other general and administrative expenses.
The measure of segment assets reviewed by the CODM is consolidated total assets, as reported on the condensed consolidated balance sheets and summarized below (in thousands):
Traditional Business
Journal Technologies
Corporate
Total
June 30, 2026
September 30, 2025
June 30, 2026
September 30, 2025
June 30, 2026
September 30, 2025
June 30, 2026
September 30, 2025
Total assets
$ 19,668
$ 22,701
$ 46,201
$ 32,422
$ 405,963
$ 492,995
$ 471,832
$ 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 June 30, 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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Table of Contents
Item 2. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
The Company continues to operate as two different businesses: (1) The Traditional Business, being the business of newspaper publishing and related services that the Company had before 1999 when it purchased a software development company, and (2) Journal Technologies, Inc. (“Journal Technologies”), a wholly-owned subsidiary which supplies case management software systems and related products to courts, prosecutor and public defender offices, probation departments and other justice agencies, including administrative law organizations, city and county governments and bar associations. These organizations use the Journal Technologies family of products to help manage cases and information electronically, to interface with other critical justice partners and to extend electronic services to the public, including e-filing and a website to pay traffic citations and fees online. These products are licensed or subscribed to in approximately 37 states and internationally.
Reportable Segments
The Company’s Traditional Business is one reportable segment and the other is Journal Technologies, which includes Journal Technologies, Inc. and Journal Technologies (Canada) Inc. All inter-segment transactions were eliminated. Additional details about each of the reportable segments and the Company’s corporate income and expenses for the nine months ended June 30, 2026 and 2025, are set forth below (in thousands):
Comparison of the nine months ended June 30, 2026 to the nine months ended June 30, 2025
For the nine months ended June 30,
Reportable Segments
Traditional Business
Journal Technologies
Corporate
Total
2026
2025
2026
2025
2026
2025
2026
2025
Revenues
Advertising
$
10,395
$
10,156
$
—
$
—
$
—
$
—
$
10,395
$
10,156
Circulation
3,274
3,196
—
—
—
—
3,274
3,196
Licensing and maintenance fees
—
—
26,277
22,990
—
—
26,277
22,990
Consulting fees
—
—
14,238
11,792
—
—
14,238
11,792
Other public service fees
—
—
15,047
11,152
—
—
15,047
11,152
Total operating revenues
13,669
13,352
55,562
45,934
—
—
69,231
59,286
Operating expenses
Personnel
7,233
8,260
34,717
31,312
(540
)
—
41,410
39,572
Other segment items*
7,028
4,855
11,093
9,930
967
—
19,088
14,785
Total operating expenses
14,261
13,115
45,810
41,242
427
—
60,498
54,357
Income (loss) from operations
(592
)
237
9,752
4,692
(427)
—
8,733
4,929
Dividends and interest income
—
—
—
—
5,536
6,158
5,536
6,158
Net unrealized gains (losses) on marketable securities
—
—
—
—
(87,032
)
84,320
(87,032
)
84,320
Interest expense
—
—
—
—
(692
)
(1,077
)
(692
)
(1,077
)
Other
—
—
—
—
365
66
365
66
Pretax income (loss)
(592
)
237
9,752
4,692
(82,250
)
89,467
(73,090
)
94,396
Income tax benefit (expense)
(40
)
(60
)
(2,286
)
(1,255
)
21,910
(23,095
)
19,584
(24,410
)
Net income (loss)
$
(632
)
$
177
$
7,466
$
3,437
$
(60,340
)
$
66,372
$
(53,506
)
$
69,986
*Other segment items within net income (loss) include rental income, net unrealized gains on non-qualified compensation plan, interest expense on note payable collateralized by real estate, agency commissions, outside services, postage and delivery expenses, newsprint and printing expenses, depreciation and amortization, equipment maintenance and software, credit card merchant discount fees, rent expenses, accounting and legal fees, and other general and administrative expenses.
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Consolidated Financials Comparison
Consolidated revenues were $69.2 million and $59.3 million for the nine months ended June 30, 2026 and 2025, respectively. This increase of $9.9 million (16.8%) was primarily from increases in Journal Technologies’ other public service fees of $3.9 million, license and maintenance fees of $3.3 million, and consulting fees of $2.4 million, and the Traditional Business’ advertising revenues of $0.2 million.
Approximately 80% and 77% of our revenues during the nine months ended June 30, 2026 and 2025, respectively, were derived from Journal Technologies. In addition, our revenues during the nine months ended June 30, 2026 were primarily from the United States, with approximately $6.3 million (9.1%) from foreign countries and U.S. territories. Almost all of Journal Technologies’ revenues are from governmental agencies.
Consolidated operating expenses increased by $6.1 million (11.3%) to $60.5 million from $54.4 million. Total salaries and employee benefits increased by $1.8 million (4.6%) to $41.4 million from $39.6 million primarily due to annual salary adjustments and the hiring of additional staff members to strengthen operational efficiencies, conduct product development and address technical debt, and bolster teams working on our installation projects. Outside services increased by $0.4 million (8.4%) to $5.8 million from $5.3 million mainly because of additional contractor services and increased third-party hosting fees which were billed to clients. Other general and administrative expenses increased by $4.4 million (104.0%) to $8.7 million from $4.3 million, primarily driven by a $1.5 million increase in accounting and legal fees, including higher accounting costs associated with efforts to remediate previously identified material weaknesses in internal control over financial reporting and higher legal and service provider expenses related to proxy solicitation and stockholder outreach activities, as well as a $0.4 million increase in costs related to the adoption and implementation of software and related process changes supporting the Company’s modernization initiatives. The Company expects these costs to remain elevated in the near term as these initiatives continue.
Other income (expense) for the nine months ended June 30, 2026 decreased by $171.3 million, resulting in $81.8 million of other expense, compared with $89.5 million of other income for the nine months ended June 30, 2025. This change was primarily driven by unrealized losses on marketable securities of $87.0 million, compared with unrealized gains of $84.3 million in the prior-year period.
During the nine months ended June 30, 2026 and 2025, consolidated pretax loss was $73.1 million and pretax income was $94.4 million, respectively, and consolidated net loss was $53.5 million and net income was $70.0 million, respectively.
As of June 30, 2026, the aggregate fair market value of the Company’s marketable securities was $406.0 million. These securities had approximately $266.9 million of cumulative unrealized gains before estimated taxes of $68.7 million. Most of the unrealized gains were in the common stocks of three U.S. financial institutions and one foreign manufacturer.
Taxes
During the nine months ended June 30, 2026, the Company recorded an income tax benefit of $19.6 million on the pretax loss of $73.1 million. The income tax benefit and expense consisted primarily of tax benefit of $22.4 million related to unrealized losses on marketable securities, and tax expense of $3.2 million on income from U.S. operations and dividend income. Consequently, the overall effective tax rate for the nine months ended June 30, 2026 was 26.8% after including the taxes on the unrealized losses on marketable securities.
For the nine months ended June 30, 2025, the Company recorded an income tax provision of $24.4 million on pretax income of $94.4 million. The income tax provision consisted of $22.0 million related to unrealized gains on marketable securities, $2.5 million related to income from U.S. operations and dividend income, and a tax provision of $0.2 million for the effect of a change in state apportionment on the beginning of the year’s deferred tax liability. These tax liabilities were partially offset by a tax benefit of $0.3 million for the dividends received deduction and other permanent book and tax differences. Consequently, the overall effective tax rate for the nine months ended June 30, 2025 was 25.9%, after including the taxes on the unrealized gains on marketable securities.
The Company files consolidated federal income tax returns, with its domestic subsidiary, in the United States and with various state jurisdictions and is no longer subject to examinations for fiscal years before fiscal year 2022 with regard to federal income taxes and fiscal year 2021 for state income taxes. The Canadian subsidiary files a federal and provincial tax return in Canada.
Journal Technologies
For the nine months ended June 30, 2026, Journal Technologies’ pretax income increased by $5.1 million to $9.8 million, compared to $4.7 million for the nine months ended June 30, 2025. The increase was primarily attributable to higher revenues of $9.6 million, partially offset by increased operating expenses of $4.6 million.
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Revenues increased by $9.6 million (21.0%) to $55.6 million from $45.9 million during the prior-year period. Licensing and maintenance fees increased by $3.3 million (14.3%) to $26.3 million, while other public service fees increased by $3.9 million (34.9%) to $15.0 million, primarily due to increased e-filing revenues. Consulting fees increased by $2.4 million (20.7%) to $14.2 million, primarily due to the timing of project go-lives and deferred revenue recognition.
Operating expenses increased by $4.6 million (11.1%) to $45.8 million, primarily due to higher accounting and consulting fees, increased personnel costs, higher contractor utilization, and increased hosting costs billed to customers.
Traditional Business
For the nine months ended June 30, 2026, the Traditional Business reported a pretax loss of $0.6 million, compared to pretax income of $0.2 million for the nine months ended June 30, 2025. This decrease was primarily attributable to increased accounting and consulting fees and other operating expenses.
Total revenues increased by $0.3 million (2.4%) to $13.7 million from $13.4 million in the prior-year period. Advertising revenues increased by $0.2 million (2.4%) to $10.4 million, while circulation revenues increased by $0.1 million (2.4% ).
The Daily Journals accounted for approximately 95% of the Traditional Business’ total circulation revenues, which remained consistent year-over-year.
The Traditional Business segment operating expenses increased by $1.2 million (8.7%) to $14.3 million from $13.1 million, primarily resulting from increased merchant discount fees, additional promotional expenses, and accounting advisory fees primarily associated with the remediation of material weaknesses in our internal controls and higher legal and service provider expenses associated with proxy solicitation and stockholder outreach activities, partially offset by decreased personnel costs.
Comparison of the three months ended June 30, 2026 to the three months ended June 30, 2025
For the three months ended June 30,
Reportable Segments
Traditional Business
Journal Technologies
Corporate
Total
2026
2025
2026
2025
2026
2025
2026
2025
Revenues
Advertising
$
3,753
$
3,812
$
—
$
—
$
—
$
—
$
3,753
$
3,812
Circulation
1,087
1,069
—
—
—
—
1,087
1,069
Licensing and maintenance fees
—
—
9,239
7,964
—
—
9,239
7,964
Consulting fees
—
—
7,164
6,529
—
—
7,164
6,529
Other public service fees
—
—
5,733
4,032
—
—
5,733
4,032
Total operating revenues
4,840
4,881
22,136
18,525
—
—
26,976
23,406
Operating expenses
Personnel
2,151
3,871
13,044
11,505
176
—
15,371
15,376
Other segment items*
2,180
1,944
3,554
2,862
604
—
6,338
4,806
Total operating expenses
4,331
5,815
16,598
14,367
780
—
21,709
20,182
Income (loss) from operations
509
(934
)
5,538
4,158
(780
)
—
5,267
3,224
Dividends and interest income
—
—
—
—
2,931
3,796
2,931
3,796
Net unrealized gains (losses) on marketable securities
—
—
—
—
(24,145
)
11,521
(24,145
)
11,521
Interest expense
—
—
—
—
(229
)
(332
)
(229
)
(332
)
Other
—
—
—
—
187
22
187
22
Pretax income (loss)
509
(934
)
5,538
4,158
(22,036
)
15,007
(15,989
)
18,231
Income tax benefit (expense)
230
255
(1,280
)
(1,070
)
6,150
(2,995
)
5,100
(3,810
)
Net income (loss)
$
739
$
(679
)
$
4,258
$
3,088
$
(15,886
)
$
12,012
$
(10,889
)
$
14,421
*Other segment items within net income (loss) include rental income, net unrealized gains on non-qualified compensation plan, interest expense on note payable collateralized by real estate, agency commissions, outside services, postage and delivery expenses, newsprint and printing expenses, depreciation and amortization, equipment maintenance and software, credit card merchant discount fees, rent expenses, accounting and legal fees, and other general and administrative expenses.
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Consolidated Financials Comparison
Consolidated revenues were $27.0 million and $23.4 million for the three months ended June 30, 2026 and 2025, respectively. This increase of $3.6 million (15.3%) was primarily from increases in Journal Technologies’ consulting fees of $0.6 million, other public service fees of $1.7 million, and license and maintenance fees of $1.3 million.
Approximately 82% and 79% of our revenues during the three months ended June 30, 2026 and 2025 were derived from Journal Technologies. In addition, our revenues during the three months ended June 30, 2026 were primarily from the United States, with approximately $3.0 million (11.0%) from foreign countries and U.S. territories.
Consolidated operating expenses increased by $1.5 million (7.6%) to $21.7 million from $20.2 million. Total salaries and employee benefits remained essentially flat at $15.4 million, as increased Journal Technologies personnel costs were offset by decreased Traditional Business personnel costs. Outside services decreased by $0.3 million (14.7%) to $1.5 million from $1.7 million. Other general and administrative expenses increased by $1.8 million (123.7%) to $3.3 million from $1.5 million, primarily due to higher accounting and consulting fees associated with remediation of material weaknesses in internal controls.
Other income (expense) for the three months ended June 30, 2026 was $21.3 million of other expense, compared with $15.0 million of other income for the three months ended June 30, 2025. This change was primarily driven by unrealized losses on marketable securities of $24.1 million, compared with unrealized gains of $11.5 million in the prior-year quarter.
During the three months ended June 30, 2026 and 2025, consolidated pretax loss was $16.0 million and pretax income was $18.2 million, respectively, and consolidated net loss was $10.9 million and net income was $14.4 million, respectively.
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Journal Technologies
For the three months ended June 30, 2026, Journal Technologies’ pretax income was $5.5 million compared to $4.2 million for the three months ended June 30, 2025. The increase was primarily attributable to higher revenues of $3.6 million, partially offset by increased operating expenses of $2.2 million.
Revenues increased by $3.6 million (19.5%) to $22.1 million from $18.5 million during the prior-year quarter. Licensing and maintenance fees increased by $1.3 million (16.0%) to $9.2 million, while other public service fees increased by $1.7 million (42.2%) to $5.7 million, primarily due to increased e-filing revenues. Consulting fees increased by $0.6 million (9.7%) to $7.2 million, primarily due to the timing of project go-lives and deferred revenue recognition.
Operating expenses increased by $2.2 million (15.5%) to $16.6 million, primarily due to increased personnel costs, higher contractor utilization, and increased hosting costs billed to customers.
Traditional Business
For the three months ended June 30, 2026, the Traditional Business reported a pretax income of $0.5 million, compared to pretax loss of $0.9 million for the three months ended June 30, 2025. This increase was primarily attributable to decreased operating expenses, driven by lower personnel costs.
Total revenues decreased by less than $0.1 million (0.8%) to $4.8 million from $4.9 million in the prior-year quarter. Advertising revenues decreased by $0.1 million (1.5%), while circulation revenues increased by less than $0.1 million (1.7%).
The Traditional Business segment operating expenses decreased by $1.5 million (25.5%) to $4.3 million from $5.8 million, primarily resulting from decreased personnel costs, partially offset by increased merchant discount fees, additional promotional expenses, accounting advisory fees primarily associated with the remediation of material weaknesses in our internal controls, and higher legal expenses.
Liquidity and Capital Resources
During the nine months ended June 30, 2026, our cash and cash equivalents, restricted cash, and marketable securities decreased by $76.4 million, reflecting net pretax unrealized losses on marketable securities of $87.0 million. The investments in marketable securities, which had an adjusted cost basis of approximately $139.1 million and a market value of approximately $406.0 million as of June 30, 2026, generated approximately $5.5 million in dividends and interest income during the nine months ended June 30, 2026. These securities had approximately $266.9 million of cumulative unrealized gains before estimated taxes of $68.7 million which will become due only when we sell securities in which there is realized appreciation.
No marketable securities were sold during the nine months ended June 30, 2026. The margin loan principal balance was paid down by $2.0 million using excess cash from operations. The loan balance was $20.0 million and $22.0 million as of June 30, 2026 and September 30, 2025, respectively.
As of June 30, 2026, we had working capital of $424.1 million, including the liabilities for deferred revenue of $17.9 million.
We believe that we will be able to fund our operations for the foreseeable future through our cash flows from operations and our current working capital, and we expect that any such cash flows will be invested in our businesses. We may or may not have the ability to borrow additional amounts against our marketable securities and, among other possibilities, we may be required to consider selling assets to generate cash if needed to fund ongoing operations. The amount available for borrowing is based on the market value of our investment portfolio and fluctuates depending on the value of the underlying securities. In addition, we could be subject to margin calls should the value of the investments decrease significantly.
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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):
June 30, 2026
June 30, 2025
Change
Net cash provided by:
Operating activities
$
12,927
$
8,810
$
4,117
Investing activities
(151
)
—
(151
)
Financing activities
(2,126
)
(2,623
)
497
Effect of exchange rate changes on cash and cash equivalents
(26)
—
(26)
Net increase in cash and cash equivalents
$
10,624
$
6,187
$
4,437
Operating Activities
For the nine months ended June 30, 2026, net cash provided by operating activities was $12.9 million. Cash provided by operating activities consisted of a net loss of $53.5 million, adjusted for non-cash items of $65.1 million, and increased by cash provided by working capital of $1.3 million. Adjustments for non-cash items consisted primarily of $87.0 million of net unrealized losses on marketable securities, and partially offset by $22.2 million of deferred income tax benefit. The cash provided by changes in operating assets and liabilities was primarily attributable to a $3.1 million decrease in accounts receivable, reflecting improved collections, a $3.0 million increase in accounts payable, a $1.6 million increase in income taxes payable, and a $0.5 million increase in deferred revenue, partially offset by a $4.5 million decrease in accrued liabilities, including non-qualified deferred compensation, and a $2.4 million increase in prepaid expenses and other assets.
For the nine months ended June 30, 2025, net cash provided by operating activities was $8.8 million. Cash provided by operating activities consisted of net income of $70.0 million, reduced by adjustments for non-cash items of $61.2 million and increased by cash provided by working capital of less than $0.1 million. Adjustments for non-cash items consisted primarily of $84.3 million of net unrealized gains on marketable securities, partially offset by $22.8 million of deferred income tax expense, as well as $0.2 million of depreciation and amortization and $0.1 million of stock-based compensation. The cash provided by changes in operating assets and liabilities was primarily attributable to a $2.3 million increase in accounts payable, a $1.6 million increase in income taxes payable, and a $0.9 million increase in accrued liabilities, including non-qualified deferred compensation, partially offset by a $4.0 million decrease in deferred revenue and a $0.3 million increase in accounts receivable.
Investing Activities
For the nine months ended June 30, 2026 and 2025, net cash used in investing activities was negligible or nil.
Financing Activities
For the nine months ended June 30, 2026, net cash used in financing activities totaled $2.1 million, consisting primarily of a $2.0 million repayment on the outstanding balance of the Company’s investment margin loan.
For the nine months ended June 30, 2025, net cash used in financing activities totaled $2.6 million, consisting primarily of a $2.5 million repayment on the outstanding balance of the Company’s investment margin loan.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ materially from these estimates under different assumptions or conditions.
There were no material changes to our critical accounting policies in the three months ended June 30, 2026 from those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our 2025 Annual Report.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are not required to provide the information required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer (Principal Financial and Accounting Officer), evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of June 30, 2026.
As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, management identified material weaknesses in internal control over financial reporting related to (i) segregation of duties and (ii) revenue recognition.
Based on this evaluation, and in light of these material weaknesses, management concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2026.
Changes in Internal Control Over Financial Reporting
During the quarter ended June 30, 2026, the Company continued to execute its remediation plan. The design and implementation of the Company’s key remediation actions are substantially complete. Specifically, during the quarter, the Company:
●
Completed the documentation of its information technology general controls framework.
●
Implemented additional reconciliation and review controls over revenue.
●
Began implementing a financial close management tool to centralize account reconciliations and period-end close activities, strengthen review and approval workflows, and further support segregation of duties.
●
Continued to refine its internal control environment with the assistance of a third-party consulting firm.
Management has begun testing the operating effectiveness of these controls; the material weaknesses will not be considered remediated until the controls have operated effectively for a sufficient period of time.
Except as described above, there were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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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)
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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: August 12, 2026
/s/ Steven Myhill-Jones
Steven Myhill-Jones
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
Date: August 12, 2026
/s/ Erik Nakamura
Erik Nakamura
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
30
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.