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EX-32 - EXHIBIT 32 - DAILY JOURNAL CORPex_166741.htm
EX-31 - EXHIBIT 31 - DAILY JOURNAL CORPex_166740.htm
EX-21 - EXHIBIT 21 - DAILY JOURNAL CORPex_166739.htm
EX-10.1 - EXHIBIT 10.1 - DAILY JOURNAL CORPex_167129.htm
EX-4.1 - EXHIBIT 4.1 - DAILY JOURNAL CORPex_166738.htm
EX-3.3 - EXHIBIT 3.3 - DAILY JOURNAL CORPex_166737.htm
 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(MARK ONE) 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  for the fiscal year ended September 30, 2019

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

 

 

Securities registered pursuant to Section 12(g) of the Act: None.


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ☐    No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes ☐    No ☒

 

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).           Yes ☒    No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

(Check one):

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 March 31, 2019, the aggregate market value of Daily Journal Corporation's voting stock held by non-affiliates was approximately $240,672,000.

 

   As of November 30, 2019 there were outstanding 1,380,746 shares of Common Stock.

 

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Disclosure Regarding Forward-Looking Statements

 

This Annual Report on Form 10-K 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; possible security breaches of the Company’s software or websites or third-party hosting sites; Journal Technologies’ reliance on professional services engagements with justice agencies; material changes in the costs of postage and paper; possible changes in the law, particularly changes limiting or eliminating the requirements for public notice advertising; possible loss of the adjudicated status of the Company’s newspapers and their legal authority to publish public notice advertising; a further decline in public notice advertising revenues because of fewer foreclosures; a further decline in subscriber and commercial advertising revenues; the Company’s reliance on its president and chief executive officer, who has reduced his work schedule due to a health issue; changes in accounting guidance; material weaknesses in the Company’s internal control over financial reporting; and declines in the market prices of the securities owned by the Company. In addition, such statements could be affected by general industry and market conditions, general economic conditions (particularly in California) and other factors. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed in this Form 10-K, 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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PART I

Item 1. Business

 

Daily Journal Corporation (the “Company”) 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. This is sometimes referred to as the Company’s “Traditional Business”.

 

Journal Technologies, Inc. (“Journal Technologies”), a wholly owned subsidiary of the Company, supplies case management software systems and related products to courts and other justice agencies, 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 bar members and the public, including efiling and a website to pay traffic citations and fees online. These products are licensed to more than 500 organizations in 42 states and internationally.

 

Essentially all of the Company’s U.S. operations are based in California, Arizona, Colorado and Utah. The Company also has a presence in Australia where Journal Technologies is working on two important software installation projects. Financial information of the Company, including information about each of the Company’s reportable segments, is set forth in Item 8 (“Financial Statements and Supplementary Data”).

 

Products and Services

 

The Traditional Business

 

Newspapers and related online publications. The Company publishes 10 newspapers of general circulation. Each newspaper, in addition to news of interest to the general public, has a particular area of in-depth focus with regard to its news coverage, thereby attracting readers interested in obtaining information about that area through a newspaper format.

 

The publications are based in the following cities:

 

 

Newspaper publications

Base of publication

 

Los Angeles Daily Journal

Los Angeles, California

 

San Francisco Daily Journal

San Francisco, California

 

Daily Commerce

Los Angeles, California

 

The Daily Recorder

Sacramento, California

 

The Inter-City Express

Oakland, California

 

San Jose Post-Record

San Jose, California

 

Orange County Reporter

Santa Ana, California

 

The Daily Transcript

San Diego, California

 

Business Journal

Riverside, California

 

The Record Reporter

Phoenix, Arizona

 

      The Daily Journals.   The Los Angeles Daily Journal and the San Francisco Daily Journal (together, “The Daily Journals”) are each published every weekday except certain holidays and were established in 1888 and 1893, respectively. In addition to covering state and local news of general interest, these newspapers focus on law and its impact on society. Generally, The Daily Journals seek to be of special use to lawyers and judges.

 

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The Daily Journals share much content. The Los Angeles Daily Journal is the largest newspaper published by the Company, both in terms of revenues and circulation. At September 30, 2019, the Los Angeles Daily Journal had approximately 4,400 paid subscribers and the San Francisco Daily Journal had approximately 2,400 paid subscribers as compared with total paid subscriptions for both of The Daily Journals of 7,000 at September 30, 2018. The Daily Journals carry commercial advertising (display and classified) and public notice advertising required or permitted by law to be published in a newspaper of general circulation. The main source of commercial advertising revenue has been law firms and businesses wishing to reach the legal professional community. The gross revenues generated directly by The Daily Journals are attributable approximately 65% to subscriptions and 35% to the sale of advertising and other revenues. Revenues from The Daily Journals constituted approximately 16% of the Company's total fiscal 2019 revenues, 19% in 2018, 20% in 2017, 20% in 2016 and 18% in 2015.

 

It is the policy of The Daily Journals (1) to take no editorial position on the legal and political controversies of the day but instead to publish well-written editorial views of others on many sides of a controversy and (2) to try to report on factual events with technical competence, objectivity and accuracy. It is believed that this policy suits a professional readership of exceptional intelligence and education, which is the target readership for the newspapers. Moreover, The Daily Journals believe that they bear a duty to their readership, particularly judges and justices, as a self-imposed public trust, regardless, within reason, of short-term income penalties. The Company believes that this policy of The Daily Journals is in the long-term interest of the Company’s shareholders.

 

The Daily Journals contain the Daily Appellate Report which provides the full text and case summaries of all opinions certified for publication by the California Supreme Court, the California Courts of Appeal, the U.S. Supreme Court, the U.S. Court of Appeals for the Ninth Circuit and the U.S. Bankruptcy Appellate Panel for the Ninth Circuit. The Daily Journals also include a monthly court directory in booklet form. This directory includes a comprehensive list of sitting judges in all California courts as well as courtroom assignments, phone numbers and courthouse addresses, plus ''Judicial Transitions'' which lists judicial appointments, elevations, confirmations, resignations, retirements and deaths.

 

The Daily Journals are distributed by mail and hand delivery. The regular yearly subscription rate for each of The Daily Journals is $853 plus tax.

 

Most of the information published in The Daily Journals is available to subscribers online at www.dailyjournal.com.

 

Daily Commerce. Published since 1917, the Daily Commerce is based in Los Angeles and covers news of general interest, columns of interest to real estate investors and brokers, and information on distressed properties in Los Angeles County. The nature of the news coverage enhances the effectiveness of public notice advertising by distributing information about foreclosures to potential buyers. Features include default listings and probate sale notices. The Daily Commerce carries both public notice and commercial advertising. It is published each business day. A subscription includes online access to the Los Angeles County foreclosure listing and public record database.

 

The Daily Recorder. The Daily Recorder, based in Sacramento, began operations in 1911. It is published each business day. In addition to general news items, it includes legal news and columns of interest to the Sacramento legal and real estate communities. It includes the Daily Appellate Report and carries commercial and public notice advertising. A subscription includes online access to the Sacramento County foreclosure listing and public record database.

 

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The Inter-City Express. The Inter-City Express (the “Express”) has been published since 1909. It covers general news of local interest and focuses its coverage on news about the real estate and legal communities in the Oakland/San Francisco area. The Express carries public notice advertising and is published each business day. A subscription includes online access to the Alameda County foreclosure listing and public record database.

 

San Jose Post-Record. The San Jose Post-Record (the “Post-Record”) has been published since 1910. In addition to general news of local interest, the Post-Record focuses on legal and real estate news. It is published every business day and carries public notice advertising. A subscription includes online access to the Santa Clara County foreclosure listing and public record database.

 

Orange County Reporter. The Orange County Reporter (“Reporter”) has been an adjudicated newspaper of general circulation since 1922. In addition to general news of local interest, the Reporter publishes local and state legal, business and real estate news, and carries public notice advertising. The Reporter is published three days a week. A subscription includes online access to the Orange County foreclosure listing and public record database.

 

The Daily Transcript. The Daily Transcript is based in San Diego and published each business day. It reports general news items and San Diego commercial real estate, business and construction news. It has been an adjudicated newspaper of general circulation since 1909. It carries commercial and public notice advertising. A subscription includes online access to the San Diego County foreclosure listing and public record database.

 

Business Journal. The Business Journal, established in 1991, publishes news of general interest and provides coverage of the business and professional communities in Riverside County. It also carries public notice advertising and is published each business day. The subscription includes online access to the Riverside/San Bernardino County foreclosure listing and public record database.

 

The Record Reporter (Arizona). The Record Reporter has been in existence since 1914. In addition to general news of local interest, The Record Reporter, which is published three days a week, focuses on legal news and public record information and carries primarily public notice advertising. The subscription includes online access to the Maricopa and Pinal County public record database.

 

Information Services. The specialized information services offered by the Company have grown out of its newspaper operations or have evolved in response to requests of its newspaper subscribers.

 

The Company has several court rules services, including a multi-volume, loose-leaf sets for certain state and federal courts in California. The Northern California set consists of nine volumes. The Southern California set has eight volumes. The Company updates these court rules on a monthly basis. In addition, the Company publishes single-volume rules for (1) Los Angeles County; (2) Orange County; (3) San Diego County; (4) Ventura, Santa Barbara and San Luis Obispo counties; and (5) the Ninth Circuit and the Central District of California. The single volumes are normally updated or replaced when there are rule changes.

 

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The Judicial Profiles service contains information concerning nearly all active judges in California. The Judicial Profiles include an interview-based article previously published in The Daily Journals, biographical data and information supplied by participating judges on courtroom procedures and policies. Subscribers may purchase the ten-volume set for Southern California, the eight-volume set for Northern California or individual profiles online.

 

The Company also provides online foreclosure information to about 30 customers. This service primarily provides distressed property information, some of which also appears in some of the Company's newspapers.

 

Advertising and Newspaper Representative. The Company's publications carry commercial advertising and public notice advertising. Commercial advertising consists of display and classified advertising and constituted about 6% of the Company’s total operating revenues in fiscal 2019, 7% in 2018, 7% in 2017, 7% in 2016 and 8% in 2015. Classified advertising revenues have continued to decline primarily due to the continued downturn in the employment advertising marketplace and online competition.

 

Public notice advertising consists of many different types of legal notices required by law to be published in an adjudicated newspaper of general circulation, including notices of death, fictitious business names, trustee sale notices and notices of governmental hearings. The major types of public notice advertisers are real estate-related businesses and trustees, governmental agencies, attorneys, and businesses or individuals filing fictitious business name statements. Many government agencies use the Company’s Internet-based advertising system to produce and send their notices to the Company. A fictitious business name website enables individuals to send their statements to the Company for filing and publication, and another website enables attorneys and individuals to send probate, civil, corporate, public sale and other types of public notices to the Company.  California Newspaper Service Bureau (“CNSB”), a division of the Company, is a statewide newspaper representative (commission-earning selling agent) specializing since 1934 in public notice advertising. CNSB places public notices and other forms of advertising with adjudicated newspapers of general circulation, most of which are not owned by the Company.

 

Public notice advertising revenues and related advertising and other service fees, including trustee sales legal advertising revenues, constituted about 18% of the Company's total operating revenues in fiscal 2019, 21% in 2018, 21% in 2017, 23% in 2016 and 22% in 2015. Most of these revenues were generated by (i) notices published in the Company’s newspapers, (ii) commissions and similar fees received from other publications in which the advertising was placed, and (iii) service fees to file notices with government agencies.

 

Trustee sales legal advertising revenues alone represented about 2% of the Company’s total operating revenues in fiscal 2019, 3% in 2018, 4% in 2017, 5% in 2016 and 6% in 2015. For several years, these revenues were driven by the large number of foreclosures in California and Arizona, for which public notice advertising is required by law, but the number of foreclosures has continued to decline since 2010. In addition, in many states, including California and Arizona, legislatures have considered various proposals which would result in the elimination or reduction of the amount of public notice advertising required by statute, and Arizona approved one such proposal effective in 2017 that virtually eliminated the publication of one particular notice type. There is a risk that such laws could change in a manner that would have a significant adverse impact on the Company’s public notice advertising revenues.

 

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Other revenues are attributable to service fees from users of an online foreclosure/fictitious business name database, fees from attorneys taking continuing legal education tests published in The Daily Journals and online, and other miscellaneous fees.

 

Journal Technologies

 

Journal Technologies provides case management software and related services to courts and other justice agencies. Its operations constituted about 65% of the Company’s total operating revenues in fiscal 2019, 58% in 2018, 58% in 2017, 56% in 2016 and 57% in 2015. Journal Technologies earns revenue from license, maintenance and support fees paid by customers to use its software products; consulting fees paid by customers for installation, implementation and training services; and fees generated by the use of secure websites through which the general public can pay traffic citations and fees and e-file cases.  Journal Technologies has the following main products:

 

eCourt®, eProsecutor™, eDefender™ and eProbation™ — browser-based case processing systems that can be used by courts and other justice agencies for all case types because the screens, data elements, business rules, work queues, searches and alerts are highly configurable. 

 

eFile™ — a browser-based interface that allows attorneys and the general public to electronically file documents with the court using the Internet at any time.

 

ePayIt™ — a service primarily for the online payment of traffic citations.  Users can pay traffic citations using the Internet at any time with a credit card, and can obtain traffic school and other information.

 

Almost all of Journal Technologies’ customers are government agencies, and most new software installation and licensing projects are subject to competitive bidding procedures. Accordingly, the ability of Journal Technologies to get new customers is highly unpredictable. In addition, budget constraints, especially during stressful economic times, could force governmental agencies to defer or forgo consulting services or even to stop paying their annual software maintenance fees. As a technology-based company, Journal Technologies’ success depends on the continued improvement of its products, which is why the costs to update and upgrade them consistently constitute such a significant portion of the Company’s expenses.

 

The Company’s revenues from Journal Technologies’ foreign customers were $436,000 in fiscal 2019, $336,000 in 2018, $276,000 in 2017, $221,000 in 2016 and $278,000 in 2015. All of the Company’s other revenues in those years were attributable to the United States.

 

Materials and Postage

 

After personnel costs (included in “Salaries and employee benefits” and in “Outside services” in the accompanying consolidated statements of comprehensive income (loss)), postage and paper costs are typically the next two largest expenses for The Traditional Business. Paper and postage accounted for approximately 4% of our traditional publishing segment's operating costs in fiscal 2019, 5% in 2018, 5% in 2017, 6% in 2016 and 6% in 2015. Paper prices may fluctuate substantially in the future, and periodic postal rate increases could significantly impact income from operations. Further, we may not be able to pass on such increases to our customers.

 

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An adequate supply of newsprint and other paper is important to the Company's operations. The Company currently does not have a contract with any paper supplier. The Company has always been able to obtain sufficient newsprint for its operations, although past shortages of newsprint have sometimes resulted in higher prices. The price of newsprint did not increase during fiscal 2019, but we anticipate future increases.

 

We use the U.S. Postal Service for distribution of roughly 45% of our newspapers. During the past several years, the Company has instituted changes in an attempt to mitigate higher postage costs. These changes have included contracting for hand delivery in selected sections of the San Francisco Bay area and in Santa Clara, Alameda, San Diego, Riverside, San Bernardino, Orange and Los Angeles counties, delivering pre-sorted newspapers to the post office on pallets, which facilitates delivery and improves service, and implementing a method of bundling newspapers which reduces the per piece charges. In addition, the Company has an ink jet labeler which eliminates paper labels and enables the Company to receive bar code discounts from the postal service on some of its newspapers.

 

Postal rates are dependent on the operating efficiency of the U.S. Postal Service and on legislative mandates imposed upon the U.S. Postal Service. During the past several years, the U.S. Postal Service has increased postal rates. (There were decreases in the Company’s aggregate postage costs during fiscal 2019 primarily due to subscriber loss.)

 

Marketing

 

The Company actively promotes its individual newspapers and its multiple newspaper network as well as its other publications. The Company's staff includes a number of employees whose primary responsibilities include attracting new subscribers and advertisers. The specialization of each publication creates both target subscribers and target advertisers. Subscribers are likely to be attracted because of the nature of the information carried by the particular publication, and likely advertisers are those interested in reaching such consumer groups. In marketing products, the Company also focuses on its ancillary products which can be of service to subscribers, such as its specialized information services.

 

The Company receives, on a non-exclusive basis, public notice advertising from a number of agencies. Such agencies ordinarily receive a commission of 15% to 25% on their sales of advertising in Company publications. Commercial advertising agencies also place advertising in Company publications and receive commissions for advertising sales.

 

Journal Technologies’ staff includes employees who provide marketing and consulting services which may also result in additional consulting projects and the licensing of products. Most of Journal Technologies’ new projects come from a competitive bidding process.

 

Competition

 

Competition for readers and advertisers is very intense, both by established publications and by new entries into the market. The Daily Journals face aggressive competition in Los Angeles and San Francisco. All of the Company's business publications and products face strong competition from other publications and service companies. Readers of specialized newspapers focus on the amount and quality of general and specialized news, amount and type of advertising, timely delivery and price. The Company designs its newspapers to fill niches in the news marketplace that are not covered as well by major metropolitan dailies. The in-depth news coverage which the Company's newspapers provide, along with general news coverage, attracts readers who, for personal or professional reasons, desire to keep abreast of topics to which a major newspaper cannot devote significant news space. Other newspapers do provide some of the same subject coverage as does the Company, but the Company believes its coverage, particularly that of The Daily Journals, is more complete. The Company believes that The Daily Journals are the most important newspapers serving California lawyers on a daily basis.

 

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The Company's court rules publications face competition from case management systems and the courts themselves. Subscriptions to the single and multi-volume court rules continued to decline during fiscal 2019. The Company's Judicial Profile services have indirect competition because some of the same information is available through other sources, including the courts.

 

The steady decline in recent years in the number of subscriptions to The Daily Journals and court rule publications is likely to continue and will certainly impact the Company’s future revenues.

 

In attracting commercial advertisers, the Company competes with other newspapers and magazines, television, radio and other media, including electronic and online systems for employment-related classified advertising. Factors which may affect competition for advertisers are the cost for such advertising compared with other media, and the size and characteristics of the readership of the Company's publications.

 

Internet sites devoted to recruitment have become significant competitors of our newspapers and websites for classified advertising. In addition, there has been a steady consolidation of companies serving the legal marketplace, resulting in an ever-smaller group of companies placing display advertising. Consequently, retaining advertising revenues remains a challenge.

 

The Company competes with anywhere from one serious competitor to many competing newspapers for public notice advertising revenue in all of its markets. Large metropolitan general interest newspapers normally do not carry a significant amount of legal advertising, although recently they too have solicited certain types of public notice advertising. CNSB, the Company’s commission-earning selling agent, faces competition from a number of companies based in California, some of which specialize in placing certain types of notices.

 

There is significant competition among a limited number of companies to provide services and software to the courts and other justice agencies, and some of these companies are much larger and have greater access to capital and other resources than Journal Technologies. Others provide services for a limited number of customers. As part of the competitive bidding process, many customers will express a preference for, or even require, larger vendors.

 

Many customers desire Internet-based solutions to centralize operations, facilitate electronic filing and other interfaces with other justice partners and the public, and publish certain information from case management systems. Journal Technologies’ product lines provide versions of these services, but there are many uncertainties in the process of courts and other agencies migrating to newer Internet-based systems, including whether Journal Technologies’ versions of case management systems will find general acceptance and whether the update, upgrade and modification of such systems can be done in a cost-effective manner. The Company competes on a variety of factors, including price, technological capabilities and services to accommodate the individual requirements of each customer.

 

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Employees

 

The Company has approximately 375 full-time employees and contractors and about 10 part-time employees as of September 30, 2019. This includes about 250 full-time employees and contractors of Journal Technologies. The Company is not a party to any collective bargaining agreements. Certain benefits, including medical insurance, are provided to all full-time employees. Management considers its employee relations to be good.

 

The Company relies heavily on Gerald Salzman, who serves as president, chief executive officer, chief financial officer, treasurer and assistant secretary. If Mr. Salzman’s services were no longer available to the Company, it is unlikely that the Company could find a single replacement to perform all of the duties now handled by him, and it could have a significant adverse effect on the Company’s business. The Company does not carry key man life insurance, nor has it entered into an employment agreement with Mr. Salzman. In April 2018, Mr. Salzman suffered a Transient Ischemic Attack (TIA) stroke. He was released from the hospital after one night and has since been working mostly from home, performing his executive roles with the Company while continuing to undergo physical therapy. He has reduced his work schedule to a more sustainable level and has delegated certain of his duties to other managers.

 

Working Capital

 

Traditionally, the Company had generated sufficient cash flow from operations to cover all its needs without significant borrowing. The Company owns marketable securities with significant built-in appreciation, providing the Company with additional working capital, subject, of course, to the normal risks associated with owning securities. To a considerable extent, the Company also benefits from the fact that subscriptions and some licenses, maintenance and consulting fees are paid in advance. In fiscal 2013, the Company borrowed $14 million from its investment margin account to purchase all of the outstanding stock of New Dawn Technologies, Inc. (“New Dawn”), and another $15.5 million to acquire substantially all of the operating assets and liabilities of ISD Technologies, Inc. (“ISD”), in each case pledging its marketable securities to obtain favorable financing.

 

The Company believes it has sufficient cash and marketable securities for the foreseeable future. If the Company’s overall cash needs exceed cash flow and its current working capital, the Company may still have the ability to borrow against its marketable securities on favorable terms, or it may attempt to secure additional financing which may or may not be available on acceptable terms. The Company could also sell marketable securities to generate cash, if necessary.

 

The Company extends unsecured credit to most of its advertising customers. The Company maintains a reserve account for estimated losses resulting from the inability of these customers to make required payments, but if the financial conditions of these customers were to deteriorate or the Company’s judgments about their abilities to pay are incorrect, additional allowances might be required, and the Company’s cash flows and results of operations could be materially affected.

 

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Inflation

 

The effects of inflation are not significantly any more or less adverse on the Company's businesses than they are on other publishing and software companies. The Company has experienced the effects of inflation primarily through increases in costs of personnel, newsprint, postage and services. These costs have generally been offset by periodic price increases for advertising and newspaper subscription rates; license, maintenance and support rates, but with frequent exceptions during several years when the Company has experienced substantial increases in postage and newsprint expenses and additional costs related to Journal Technologies.

 

Access to Our Information

 

The Company files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). These filings are not available on our website, www.dailyjournal.com, which is generally dedicated to the content of our publications and services. We will, however, provide these filings in electronic or paper format free of charge upon request addressed to our Secretary at our principal executive offices. Our SEC filings are also available to the public over the Internet at the SEC’s website at www.sec.gov.

 

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Item 1A. Risk Factors

 

The foregoing business discussion and the other information included in this Form 10-K should be read in conjunction with the following risks, trends and uncertainties, any of which, either individually or in the aggregate, could materially and adversely affect our business, operating results or financial condition.

 

Risks Associated with The Traditional Business

 

A continuing reduction in the number of residential foreclosures in California and Arizona will result in fewer trustee sale notices being published in the Company’s newspapers.

 

For several years, the revenues of The Traditional Business were driven by the large number of foreclosures in California and Arizona, for which public notice advertising is required by law. With improvements in the economy, the number of foreclosures continued to decline in 2019. We expect this trend to continue, and it will significantly and adversely impact the earnings of The Traditional Business because it will be impractical for the Company to offset the expected revenue loss with expense reductions.

 

Changes in the legal requirement to publish public notice advertising or in the legal ability of our newspapers to publish those notices would have a significant adverse impact on The Traditional Business.

 

From time to time, the legislatures in California and Arizona (and elsewhere) have considered various proposals that would result in the elimination or reduction of the amount of public notice advertising in printed newspapers required by statute, and Arizona approved one such proposal for a particular notice type in fiscal 2017. These proposals typically focus on the availability of alternative means of providing public notices, such as via the Internet. Some proposals also question the need for public notices at all. To the extent these proposals become law, particularly in California and Arizona, they could materially affect the revenues of The Traditional Business.

 

In addition, if the adjudication, which is what gives publishers the legal ability to publish public notice advertising, of one or more of the Company’s newspapers were challenged and revoked, those newspapers would no longer be eligible to publish public notice advertising, and it could materially affect the revenues of The Traditional Business.

 

The Traditional Business faces strong competition in each of its markets.

 

Competition for readers and advertisers is very intense, both from established publications and from new entrants into the market. The Daily Journals face aggressive competition. The Company’s court rules publications face competition in both Northern and Southern California from document management programs, online court rules services, and the courts themselves. The steady decline in recent years in the number of subscriptions to The Daily Journals and the court rule publications is likely to continue and adversely impact The Traditional Business’ future revenues.

 

The Traditional Business also competes with anywhere from one serious competitor to many competing newspapers for public notice advertising in all of its markets. As the amount of this advertising has decreased due to the reduction in the number of foreclosures discussed above, the competition to publish the remaining public notices has intensified and may result in a further decline in The Traditional Business’ public notice advertising revenues.

 

12

 

 

The Traditional Business continues to experience challenges in maintaining its commercial advertising and circulation revenues, particularly due to the growth of Internet sites.

 

Internet sites devoted to recruitment have become significant competitors of our newspapers and websites for classified advertising. In addition, there has been a steady consolidation of companies serving the legal marketplace, resulting in an ever-smaller group of companies placing display advertising. Furthermore, newspapers like ours have been struggling to compete for display advertising generally, given the many other forums (including Internet sites) that compete for advertising dollars. These trends are expected to continue and would adversely affect The Traditional Business.

 

Circulation revenues have continued to decline as more and more information has become available from the Internet. Law firm mergers have also reduced the number of firms that purchase multiple subscriptions of our newspapers. It is not practical to assume that we will be able to offset the decline in subscriptions with increases in the subscription rate, and we expect that our circulation revenues will continue to decline.

 

The Traditional Business is exposed to risks associated with fluctuations in postage and paper costs.

 

After personnel costs, postage and paper costs are typically the Company’s next two largest expenses. An adequate supply of newsprint and other paper is important to the operations of The Traditional Business. The Company currently does not have a contract with any paper supplier, and in the past, shortages of newsprint have sometimes resulted in higher prices. The price of newsprint did not increase in fiscal 2019, but we anticipate future increases.

 

The Traditional Business uses the U.S. Postal Service for distribution of a majority of its newspapers and products. Postal rates are dependent on the operating efficiency of the U.S. Postal Service and on legislative mandates imposed upon the U.S. Postal Service. During the past several years, postal rates have increased. Postal rates and fees may increase more in the future. Further, we may not be able to pass on increases in paper and postage costs to our customers.

 

Risks Associated with Journal Technologies

 

The success of Journal Technologies depends in large part on the technological update and upgrade of its software products.

 

Journal Technologies’ success depends on the continued improvement of its products, and the costs to update and upgrade those products consistently represent a large portion of Journal Technologies’ expenses. There are many uncertainties in the process of courts and other justice agencies migrating to newer case management systems, including whether Journal Technologies’ versions of these systems will find general acceptance and whether the modification of such systems can be done in a cost effective manner. The costs to update and upgrade Journal Technologies’ products are expensed as incurred and will impact earnings at least through the foreseeable future.

 

13

 

 

Journal Technologies faces significant competition from other case management software vendors.

 

There is significant competition among a limited number of companies to provide services and software to courts and other justice agencies, and some of these companies are much larger and have greater access to capital and other resources than Journal Technologies. Normally, the vendor is selected through a bidding process, and often the customers will express a preference for, or even require, larger vendors. An inability to successfully compete in this difficult market could materially affect the earnings of Journal Technologies.

 

The customers of Journal Technologies are public sector entities, which create special issues and risks.

 

Almost all of the customers of Journal Technologies are courts, justice agencies, and other government entities. Accordingly, we face special risks associated with governmental budget constraints, especially during stressful economic times, which could force government entities to defer or forego consulting services or even stop paying their annual software license and maintenance fees. In addition, we encounter risks related to a longer and more complicated sales cycle than exists for commercial customers, political issues related to resource allocation, administration turnover and preferences for internal case management solutions or for a particular vendor, complicated bidding procedures, and fluctuations in the demand for information technology products and services.

 

Journal Technologies generally recognizes revenues for software installations only upon completion of the applicable services and customer acceptance of the software system.

 

In most cases, installation fees are not due until the customer has indicated its satisfaction with the installed system, and it has “gone live”. Accordingly, we do not recognize revenues for installation services or for most other consulting services until after the services have been performed and accepted. There are significant risks associated with our ability to complete our services to the satisfaction of our customers and to fulfill the requirements that entitle us to be paid. An inability to realize payment for services performed could materially affect the earnings of Journal Technologies.

 

Risks Associated with Our Holdings of Marketable Securities

 

A large portion of the Company’s assets is held in publicly traded securities, and the prices of those securities may decline.

 

As of September 30, 2019, the Company held marketable securities worth approximately $194,581,000, with an unrealized gain for financial statement purposes of $140,692,000. While this portfolio has enabled the Company to borrow on very favorable terms for acquisitions and to better compete for case management software opportunities that are usually limited to “large” firms, it is unusual for a public company to invest a significant amount of its available cash in the marketable securities of other public companies. The value of these securities could decline, which would adversely affect net income and shareholders’ equity.

 

Also, as of September 30, 2019, the Company’s holdings of marketable securities were concentrated in just six companies and included two based in foreign currencies. Accordingly, a significant decline in the market value and unfavorable changes in the foreign exchange rates of one or more of the Company’s holdings may not be offset by hypothetically better performance of other holdings. This concentration of risk may result in a more pronounced effect on net income and shareholders’ equity.

 

14

 

 

The Company is required to recognize losses in a particular security for financial statement purposes even though the Company has not actually sold the security.

 

Under new accounting rules that became effective in fiscal 2019, changes in the unrealized gains and losses on investments are now included in the Company’s reported net income (loss), even though the Company has not actually realized any gain or loss by selling such investments. Accordingly, changes in the market prices of the Company’s marketable securities can have a significant impact on the Company’s reported results for a particular period, even though those changes do not bear on the performance of the Company’s operating businesses.

 

The Company may be subject to fluctuations in foreign currency rates for marketable securities that are not denominated in the United States Dollar.

 

At times, the Company may hold marketable securities denominated in currencies other than the United States Dollar. When it does, the Company may be at risk for significant fluctuations in the applicable foreign currency exchange rates, which would affect the profitability of such marketable securities.

 

General Corporate Risks

 

The Company relies heavily on the services of Gerald Salzman.

 

Gerald Salzman, 80, serves as the Company’s president, chief executive officer, chief financial officer, treasurer and assistant secretary. He is also the president, chief executive officer, chief financial officer and secretary of Journal Technologies. If Mr. Salzman’s services were no longer available to the Company, it is unlikely that the Company could find a single replacement to perform all of the duties now handled by him, and it could have a significant adverse effect on the Company’s business. The Company does not carry key man life insurance, nor has it entered into an employment agreement with Mr. Salzman. In April 2018, Mr. Salzman suffered a Transient Ischemic Attack (TIA) stroke. He was released from the hospital after one night and has since been working mostly from home, performing his executive roles with the Company while continuing to undergo physical therapy. He has reduced his work schedule to a more sustainable level and has delegated certain of his duties to other managers.

 

Changes in accounting guidance could have a significant effect on the Company’s reported financial results.

 

Preparing consolidated financial statements requires the Company’s management to make estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses. These estimates and assumptions are affected by management’s application of accounting policies and the prevailing accounting guidance. The Company considers fair value measurement and disclosures, revenue recognition, accounting for software costs, accounting for business combinations, testing for intangible impairments and income taxes to be critical accounting policies and estimates. (In fiscal 2019, the Company wrote off the entire goodwill of $13,400,000 recorded at the time of its acquisitions of New Dawn Technologies, Inc. and ISD Technologies, Inc. in fiscal 2013.) A change in the accounting guidance with respect to one or more of these areas could materially affect the Company’s reported financial results.

 

15

 

 

As noted above, beginning in fiscal 2019, changes in unrealized gains (losses) on investments are included in the Company’s net income (loss) and thus may have a significant impact on the Company’s reported results depending on the fluctuations of the prices of the marketable securities owned by the Company.

 

We cannot be sure that customer information and systems are fully protected against security breaches. 

 

Journal Technologies’ software processes and stores customer information in the conduct of its business, including in some cases by utilizing cloud-based systems supplied by third-party vendors.  Despite our efforts to maintain up-to-date security controls, it is possible that our system could be improperly used to access or misappropriate customer systems or information, including personally identifiable or other confidential information.  A material security breach of this nature could harm our reputation, cause us to lose current and potential customers, require us to allocate more resources to information security, or subject us or our customers to liability, resulting in increased costs, loss of revenue, or both.  The Traditional Business also operates certain websites that process and, in certain cases, store customer information.  A minor security breach was discovered on a website operated by The Traditional Business in early fiscal 2015, and although it was remediated, there can be no assurance that there will not be more material breaches in the future.  Also, our insurance may not cover all of the costs that we may incur as a result of a material security breach.    

 

The Company has identified material weaknesses in its internal control over financial reporting.

 

The Company has identified material weaknesses in its internal control over financial reporting. The Company’s internal control over financial reporting has been designed to provide management and the Board of Directors with reasonable assurance regarding the preparation and fair presentation of the Company’s consolidated financial statements. As a small company, we are not able to segregate duties to the extent we could if we had more people, and we have not sufficiently designed controls that support an effective assessment of our internal controls relating to the prevention of fraud and possible management override of controls. Further, the Company does not have an internal audit department, and has not engaged an outside firm to complete the documentation of its internal control assessment to the level required by the applicable criteria.

 

We believe that our overall internal control environment is sufficient for a company of our size. However, the existence of material weaknesses means that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. If we are not able to correct material weaknesses or deficiencies in internal controls in a timely way, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the SEC’s rules and forms will be adversely affected. Such a result could negatively impact the market price and trading liquidity of our stock, weaken investor confidence in our reported financial information, subject us to civil and criminal investigations and penalties, and generally materially and adversely affect our business and financial condition. For more information regarding the material weaknesses, the mitigating controls we use, and certain remedial steps we have taken or considered, please see Part II. Item 9A Controls and Procedures.

 

16

 

 

Item 1B. Unresolved Staff Comments

 

None. 

 

Item 2. Properties

 

The Company owns office and printing facilities in Los Angeles and an office building in Logan, Utah, and leases space for its other offices under operating leases which expire at various dates through 2021.

 

The main Los Angeles property is comprised of a two-story, 34,000 square foot building constructed in 1990, which is fully occupied by the Company. Approximately 75% of the building is devoted to office space and the remainder to printing and production equipment and facilities. In 2003, the Company finished building an adjacent 37,000 square foot building and parking facilities on properties it acquired in 1996 and 1998. This building provides additional office, production and storage space. The Company and Journal Technologies occupy this building’s first floor and will complete the build-out of the second floor when needed.

 

In November 2015, the Company purchased a 30,700 square foot office building constructed in 1998 on about 3.6 acres in Logan, Utah that had been previously leased for Journal Technologies.

 

Item 3. Legal Proceedings

 

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 types of matters will have a material adverse effect on the Company’s financial position or results of operations or cash flows.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

17

 

 

Part II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

The following table sets forth the sales prices of the Company’s common stock for the periods indicated. Quotations are as reported by the NASDAQ Capital Market.

 

   

High

   

Low

 

Fiscal 2019

               

Quarter ended December 31, 2018

  $ 257.70     $ 212.20  

Quarter ended March 31, 2019

    240.00       192.83  

Quarter ended June 30, 2019

    238.00       213.68  

Quarter ended September 30, 2019

    262.50       197.00  
                 

Fiscal 2018

               

Quarter ended December 31, 2017

  $ 250.03     $ 217.67  

Quarter ended March 31, 2018

    250.95       213.85  

Quarter ended June 30, 2018

    248.42       221.04  

Quarter ended September 30, 2018

    246.75       225.01  

 

 

As of December 5, 2019, there were approximately 425 holders of record of the Company’s common stock, and the last trade was at $277.10 per share.

 

The Company did not declare or pay any dividends during fiscal 2019, 2018 or 2017. A determination by the Company whether or not to pay dividends in the future will depend on numerous factors, including the Company’s earnings, cash flow, financial condition, capital requirements, future prospects, acquisition opportunities, and other relevant factors. The Board of Directors does not expect that the Company will pay any dividends or other distributions to shareholders in the foreseeable future.

 

The Company does not have any equity compensation plans, and it did not sell any securities, whether or not registered under the Securities Act of 1933, during the past three fiscal years.

 

From time to time, the Company has repurchased shares of its common stock and may do so in the future. The Company maintains a common stock repurchase program that was implemented in 1987 in combination with the Company’s Management Incentive Plan. See Note 2 of Notes to Consolidated Financial Statements for more information. The Company’s stock repurchase program remains in effect, but the Company did not repurchase any shares during fiscal 2019, 2018 and 2017.

 

18

 

 

The following graph shows a five-year comparison of cumulative total return on the Company’s common stock, Standard & Poor’s 500 Composite Index, Standard & Poor’s Publishing MidCap Index and Standard & Poor’s Software & Services Select Industry Index, assuming $100 was invested on September 30, 2014, and all dividends were reinvested. The Company has not declared a dividend in any of the fiscal years shown.

 

Daily Journal Corporation

Total Cumulative Shareholder Return for Five Years Ended September 30, 2019

 

 
September   2014     2015     2016     2017     2018     2019  
Daily Journal Corporation     100.00       103.16       121.33       121.11       133.52       137.15  
S&P 500 Composite     100.00       99.39       114.72       136.07       160.44       167.27  
S&P Publishing MidCap     100.00       98.25       108.73       135.99       151.55       145.46  
S&P Software & Services Selected Industry     100.00       106.02       128.53       164.03       229.92       258.13  

 

19

 

 

Item 6. Selected Financial Data

 

The following sets forth selected financial data for the Company as of, and for each of the five years ended September 30, 2019. Such data should be read in conjunction with, and is qualified in its entirety by reference to, the Company’s consolidated financial statements and the notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each included herein.

 

    Fiscal Year Ended September 30  
    2019     2018     2017     2016     2015  
   

(Dollar amounts in thousands,

except share and per share amounts)

 
Consolidated Statement of Comprehensive Income (Loss):                                        

Revenues

                                       
Advertising, net   $ 9,132     $ 9,112     $ 9,104     $ 9,854     $ 10,502  

Circulation

    5,249       5,401       5,654       5,912       5,915  

Advertising service fees and other

    2,712       2,659       2,812       2,651       2,703  

Licensing and maintenance fees

    20,179       17,225       16,037       14,758       13,984  

Consulting fees

    5,539       2,832       4,476       4,085       4,704  

Other public service fees

    5,844       3,474       3,301       4,352       6,170  
      48,655       40,703       41,384       41,612       43,978  

Costs and expenses

                                       

Salaries and employee benefits

    35,014       33,832       31,749       27,381       26,010  

Outside services

    3,874       4,287       4,552       3,729       3,524  

Postage and delivery costs

    838       857       1,112       1,141       1,318  

Newsprint and printing expenses

    727       780       877       912       1,225  

Depreciation and amortization

    589       3,678       5,586       5,709       5,531  

Goodwill impairment

    13,400       ---       ---       ---       ---  

Equipment maintenance and software

    1,516       1,458       1,071       790       699  

Credit card merchant discount fees

    1,409       1,027       945       1,120       1,514  

Rent expenses

    1,017       996       742       745       1,171  

Accounting and legal fees

    1,605       1,302       1,432       1,017       1,340  

Other general and administrative expenses

    6,890       6,546       6,485       5,708       5,158  
      66,879       54,763       54,551       48,252       47,490  

Loss from operations

    (18,224 )     (14,060 )     (13,167 )     (6,640 )     (3,512 )

Other income and expenses

                                       

Dividends and interest income

    5,380       4,808       4,844       4,085       3,829  

Other income

    38       37       34       61       65  

Net unrealized losses on investments

    (17,715 )     ---       ---       ---       ---  

Interest expense on note payable collateralized by real estate

    (93 )     (95 )     (100 )     (88 )     ---  

Interest expenses on margin loans

    (862 )     (651 )     (422 )     (284 )     (224 )

Interest and penalty (expense) expense reversal accrued for uncertain and unrecognized tax benefits

    ---       ---       743       (112 )     (96 )

Capital gains on sales of marketable securities and others

    ---       3,182       ---       ---       4  

Other-than temporary impairment losses on Investments

    ---       (4,560 )     ---       ---       (376 )

Loss before taxes

    (31,476 )     (11,339 )     (8,068 )     (2,978 )     (310 )

Benefit from income taxes

    6,260       19,540       7,150       1,935       1,120  

Net (loss) income

  $ (25,216 )   $ 8,201     $ (918 )   $ (1,043 )   $ 810  

Weighted average number of common shares outstanding – basic and diluted

    1,380,746       1,380,746       1,380,746       1,380,746       1,380,746  

Basic and diluted net income (loss) per share

  $ (18.26 )   $ 5.94     $ (0.66 )   $ (0.76 )   $ 0.59  
                                         

Comprehensive income (loss)

                                       

Net income (loss)

  $ (25,216 )   $ 8,201     $ (918 )   $ (1,043 )   $ 810  

Net change in unrealized appreciation of investments (net of taxes)

    ---       (5,823 )     35,316       (2,214 )     (8,811 )

Reclassification adjustment of other-than-temporary impairment losses recognized in net income

    ---       3,350       ---       ---       230  

Net change in comprehensive (loss) income

  $ (25,216 )   $ 5,728     $ 34,398     $ (3,257 )   $ (7,771 )

  

   

September 30

 
   

2019

   

2018

   

2017

   

2016

   

2015

 

Consolidated Balance Sheet Data:

                                       

Total assets

  $ 237,376     $ 263,998     $ 280,708     $ 225,446     $ 228,196  

Shareholders’ equity

    137,700       162,916       159,741       125,343       128,600  

 

20

 

 

Item 7. 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, 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 bar members and the public, including efiling and a website to pay traffic citations and fees online. These products are licensed to more than 500 organizations in 42 states and internationally.    

 

Fiscal 2019 compared with fiscal 2018

 

Consolidated revenues were $48,655,000 and $40,703,000 for fiscal year ended September 30, 2019 and 2018, respectively. This increase of $7,952,000 (20%) was primarily from (i) increased Journal Technologies’ license and maintenance fees of $2,954,000, consulting fees of $2,707,000 and public service fees of $2,370,000, and (ii) increased Traditional Business’ conference revenues of $209,000, display advertising net revenues of $135,000 and legal notice advertising net revenues of $106,000, partially offset by a reduction in the Traditional Business’ classified advertising net revenues of $246,000, trustee sale notice advertising net revenues of $196,000 and circulation revenues of $152,000. The Company’s revenues derived from Journal Technologies’ operations constituted about 65% and 58% of the Company’s total revenues for fiscal 2019 and 2018, respectively.

 

Consolidated operating expenses, excluding goodwill impairment expenses of $13,400,000 as compared with none in the prior year, decreased by $1,284,000 (2%) to $53,479,000 from $54,763,000. Total salaries and employee benefits increased by $1,182,000 (3%) to $35,014,000 from $33,832,000 primarily resulting from additional personnel costs for Journal Technologies. Outside services decreased by $413,000 (10%) to $3,874,000 from $4,287,000 mainly because of decreased contractor costs for Journal Technologies. Depreciation and amortization costs, which primarily included the amortization of Journal Technologies’ intangible assets of none during fiscal 2019 (fully amortized by last year-end) and $3,058,000 in fiscal 2018, decreased by $3,089,000 to $589,000 from $3,678,000. Credit card merchant discount fees, which represent fees paid to credit card service providers to process payments for the public service fee revenues, increased by $382,000 (37%) to $1,409,000 from $1,027,000 mainly resulting from increased efilings. Accounting and legal fees increased by $303,000 (23%) to $1,605,000 from $1,302,000 primarily because of additional legal fees to review and negotiate Journal Technologies’ contracts with customers.

 

The Company’s non-operating income, net of expenses, decreased to a loss of $13,252,000 from income of $2,721,000 primarily because of the recording of fiscal 2019 net unrealized losses on investments of $17,715,000 and increases in the interest rates on the two acquisition margin loans, as compared with the prior year’s other-than-temporary impairment losses on investments of $4,560,000, partially offset by the capital gain of $3,180,000 from the sale of bonds.

 

21

 

 

During fiscal 2019, consolidated pretax loss was $31,476,000, as compared with $11,339,000 in the prior year. There was a consolidated net loss of $25,216,000 (-$18.26 per share) after tax benefits for fiscal 2019, as compared with net income of $8,201,000 ($5.94 per share) in the prior year mainly from the prior year’s adjustments relative to the benefits resulting from the December 2017 Tax Cuts and Job Act (the “Tax Act”).

 

During fiscal 2019, the Company’s cash and cash equivalents increased by $1,329,000 to $10,630,000 from $9,301,000. At September 30, 2019, the aggregate fair market value of the Company’s marketable securities was $194,581,000. These securities had approximately $140,692,000 of net unrealized gains before taxes of $37,241,000, and generated approximately $5,380,000 in dividends and interest income during fiscal 2019, which lowers the Company’s effective income tax rate because of the dividends received deduction. Most of the unrealized gains were in the common stocks of three U.S. financial institutions and one foreign manufacturer.

 

Additional detail about each of the Company’s reportable segments, and its corporate income and expenses, is set forth below:

 

Overall Financial Results (000)

 

For the twelve months ended September 30

 
                                                                 
   

Reportable Segments

                                 
   

Traditional

Business

   

Journal

Technologies

   

 

Corporate

   

 

Total

 
   

2019

   

2018

   

2019

   

2018

   

2019

   

2018

   

2019

   

2018

 

Revenues

                                                               

Advertising

  $ 9,132     $ 9,112     $ ---     $ ---     $ ---     $ ---     $ 9,132     $ 9,112  

Circulation

    5,249       5,401       ---       ---       ---       ---       5,249       5,401  

Advertising service fees and other

    2,712       2,659       ---       ---       ---       ---       2,712       2,659  

Licensing and maintenance fees

    ---       ---       20,179       17,225       ---       ---       20,179       17,225  

Consulting fees

    ---       ---       5,539       2,832       ---       ---       5,539       2,832  

Other public service fees

    ---       ---       5,844       3,474       ---       ---       5,844       3,474  

Total operating revenues

    17,093       17,172       31,562       23,531       ---       ---       48,655       40,703  

Operating expenses

                                                               

Salaries and employee benefits

    10,637       10,381       24,377       23,451       ---       ---       35,014       33,832  

Amortization of intangible assets

    ---       ---       ---       3,058       ---       ---       ---       3,058  

Goodwill impairment

    ---       ---       13,400       ---       ---       ---       13,400       ---  

Others

    6,344       6,459       12,121       11,414       ---       ---       18,465       17,873  

Total operating expenses

    16,981       16,840       49,898       37,923       ---       ---       66,879       54,763  

Income (loss) from operations

    112       332       (18,336 )     (14,392 )     ---       ---       (18,224 )     (14,060 )
                                                                 

Dividends and interest income

    ---       ---       ---       ---       5,380       4,808       5,380       4,808  

Other income

    ---       ---       ---       ---       38       37       38       37  

Net unrealized losses on investments

    ---       ---       ---       ---       (17,715 )     ---       (17,715 )     ---  

Interest expenses on note payable collateralized by real estate

    (93 )     (95 )     ---       ---       ---       ---       (93 )     (95 )

Interest expense on margin loans

    ---       ---       ---       ---       (862 )     (651 )     (862 )     (651 )

Capital gains on sales of marketable securities and others

    ---       ---       ---       ---       ---       3,182       ---       3,182  

Other-than-temporary impairment losses on investments

    ---       ---       ---       ---       ---       (4,560 )     ---       (4,560 )

Pretax income (loss)

  $ 19     $ 237     $ (18,336 )   $ (14,392 )   $ (13,159 )   $ 2,816     $ (31,476 )   $ (11,339 )

  

22

 

 

The Traditional Business

 

      The Traditional Business’ business segment pretax income decreased by $218,000 to $19,000 from $237,000 in the prior year.

 

Advertising revenues increased by $20,000 to $9,132,000 from $9,112,000, primarily because of increased conference revenues of $209,000, display advertising net revenues of $135,000 and legal notice, other than trustee sale notice, advertising net revenues of $106,000, partially offset by reduced classified advertising net revenues of $246,000 and trustee sale notice advertising net revenues of $196,000.

 

Trustee sale notices are very much dependent on the number of California and Arizona foreclosures for which public notice advertising is required by law. The number of foreclosure notices published by the Company decreased by 14% during fiscal 2019 as compared to the prior year. Because this slowing is expected to continue, the Company expects there will be fewer foreclosure notice and other public notice advertisements and declining revenues for fiscal 2020. The Company’s smaller newspapers, those other than the Los Angeles and San Francisco Daily Journals (“The Daily Journals”), accounted for about 88% of the total public notice advertising revenues in fiscal 2019. Public notice advertising revenues and related advertising and other service fees constituted about 18% and 21% of the Company’s total revenues for the fiscal 2019 and 2018, respectively. Because of this concentration, the Company’s revenues would be significantly adversely affected if California and Arizona eliminated the legal requirement to publish public notices in adjudicated newspapers of general circulation, as was implemented in Arizona in fiscal 2017 for one notice type that had represented approximately $500,000 in annual revenues for the Company. Also, if the adjudication of one or more of the Company’s newspapers was challenged and revoked, those newspapers would no longer be eligible to publish public notice advertising, and it could have a material adverse effect on the Company’s revenues.

 

The Daily Journals accounted for about 90% of The Traditional Business’ total circulation revenues, which declined by $152,000 (3%) to $5,249,000 from $5,401,000. The court rule and judicial profile services generated about 8% of the total circulation revenues, with the other newspapers and services accounting for the balance. Advertising service fees and other are Traditional Business segment revenues, which include primarily (i) agency commissions received from outside newspapers in which the advertising is placed, and (ii) fees generated when filing notices with government agencies.

 

The Traditional Business segment operating expenses increased by $141,000 (1%) to $16,981,000 from $16,840,000, primarily due to increased personnel costs.

 

Journal Technologies

 

Journal Technologies’ business segment pretax loss increased by $3,944,000 (27%) to $18,336,000 from $14,392,000, after (i) the goodwill impairment expenses of $13,400,000 during this fiscal year as compared with none in the prior fiscal year, and (ii) no amortization costs of intangible assets during fiscal 2019 (fully amortized by last year-end) as compared with $3,058,000 in fiscal 2018.

 

Revenues increased by $8,031,000 (34%) to $31,562,000 from $23,531,000 in the prior fiscal year. Licensing and maintenance fees increased by $2,954,000 (17%) to $20,179,000 from $17,225,000. Consulting fees increased by $2,707,000 (96%) to $5,539,000 from $2,832,000 due to more go-lives, which is when installation consulting fees typically become due. Other public service fees increased by $2,370,000 (68%) to $5,844,000 from $3,474,000 primarily due to additional efiling fee revenues.

 

23

 

 

Deferred revenues on installation contracts primarily represent the fair value of advances from customers of Journal Technologies for installation services and are recognized upon final project go-lives. Deferred revenues on license and maintenance contracts represent prepayments of annual license and maintenance fees and are recognized ratably over the maintenance period.

 

Operating expenses increased by $11,975,000 (32%) to $49,898,000 from $37,923,000, primarily because of (i) increased salaries and employee benefit costs of $926,000, and (ii) the goodwill impairment of $13,400,000, partially offset by last year’s fully-amortized costs of intangible assets of $3,058,000.

 

Goodwill is evaluated for impairment annually, or whenever events or changes in circumstances indicate that the value may not be recoverable. In fiscal 2013, when the Company acquired New Dawn Technologies, Inc. and ISD Technologies, Inc., it recorded goodwill of $13,400,000 which represented the expected synergies in expanding the Company’s software business. Based on a recent third-party appraiser’s valuation report, the entire goodwill of $13,400,000 was impaired and thus fully written off as of September 30, 2019. In addition, the Company decided to initiate the end-of-life process of New Dawn’s and ISD’s legacy software products and focus on Journal Technologies’ Internet-based family of products.      

 

Journal Technologies is continuing to update and upgrade its software products. These costs are expensed as incurred and will impact earnings at least through the foreseeable future.

 

Taxes

 

For fiscal 2019, the Company recorded an income tax benefit of $6,260,000 on a pretax loss of $31,476,000.  The effective tax rate was below the statutory rate due to the impairment of goodwill, partially offset by the dividends received deduction and a benefit for state taxes.

 

During the prior fiscal year, the Tax Act reduced the maximum corporate income tax rate from 35% to 21%.  The impact to the Company’s financial statements in fiscal 2018 was as follows:  (i) fiscal 2018 income tax expense or benefit was calculated using a blended rate of 24.28% pursuant to IRC Section 15, (ii) deferred tax expense included a discrete net tax benefit of approximately $16 million resulting from a revaluation of deferred tax assets and liabilities to the expected tax rate that will be applied when temporary differences are expected to reverse, (iii) items that were expected to reverse during fiscal 2018 were valued at the blended rate of 24.28% while temporary differences that will reverse after fiscal 2018 were valued at the 21% rate, and (iv) approximately $20 million of the revaluation of deferred taxes related to items that were initially recorded as accumulated other comprehensive income. This revaluation of approximately $20 million was recorded as a component of income tax expense or benefit in continuing operations.  Consequently, during fiscal 2018, the Company recorded an income tax benefit of $19,540,000 on a pretax loss of $11,339,000.  The effective tax rate (before the discrete item discussed above) was greater than the statutory rate primarily due to the dividends received deduction which increases the loss for tax purposes. 

 

24

 

 

The Company’s effective tax rate was 20% for fiscal 2019 as compared with 172% in the prior fiscal year. The difference in the effective tax rate was primarily due to the effect of the tax cuts in the prior year period and the prior fiscal year’s revaluation of deferred taxes related to items previously recorded in other comprehensive income, as discussed above.

 

The Company files consolidated federal income tax returns in the United States and with various state jurisdictions and is no longer subject to examinations for fiscal years before fiscal 2016 with regard to federal income taxes and fiscal 2015 for state income taxes. 

 

Fiscal 2018 compared with fiscal 2017

 

For a comparison of the Company’s fiscal 2018 and fiscal 2017 results, please see “Management’s Discussion and Analysis of Financial Condition and Operations” in Part II, Item 7 of the Company’s annual report on Form 10-K for the fiscal year ended September 30, 2018.

 

25

 

 

Reportable Segments

 

The Company’s Traditional Business is one reportable segment and the other is Journal Technologies. Additional details about each of the reportable segments and its corporate income and expenses is set forth below:

 

   

Reportable Segments

                 
   

Traditional

Business

   

Journal

Technologies

   

 

Corporate

   

 

Total

 

Fiscal 2019

                               

Revenues

                               

Advertising

  $ 9,132,000     $ ---     $ ---     $ 9,132,000  

Circulation

    5,249,000       ---       ---       5,249,000  

Advertising service fees and other

    2,712,000       ---       ---       2,712,000  

Licensing and maintenance fees

    ---       20,179,000       ---       20,179,000  

Consulting fees

    ---       5,539,000       ---       5,539,000  

Other public service fees

    ---       5,844,000       ---       5,844,000  

Operating expenses

    16,981,000       49,898,000*       ---       66,879,000*  

Income (loss) from operations

    112,000       (18,336,000 )     ---       (18,224,000 )

Dividends and interest income

    ---       ---       5,380,000       5,380,000  

Other income

    ---       ---       38,000       38,000  

Net unrealized losses on investments

    ---       ---       (17,715,000 )     (17,715,000 )

Interest expenses on note payable collateralized by real estate

    (93,000 )     ---       ---       (93,000 )

Interest expenses on margin loans

    ---       ---       (862,000 )     (862,000 )

Pretax income

    19,000       (18,336,000 )     (13,159,000 )     (31,476,000 )

Income tax expense

    (5,000 )     2,450,000       3,815,000       6,260,000  

Net loss

    14,000       (15,886,000 )     (9,344,000 )     (25,216,000 )

Total assets

    17,176,000       22,741,000       197,459,000       237,376,000  

Capital expenditures

    132,000       33,000       ---       165,000  

* included goodwill impairment of $13,400,000 

 

   

Reportable Segments

                 
   

Traditional

Business

   

Journal

Technologies

   

 

Corporate

   

 

Total

 

Fiscal 2018

                               

Revenues

                               

Advertising, net

  $ 9,112,000     $ ---     $ ---     $ 9,112,000  

Circulation

    5,401,000       ---       ---       5,401,000  

Advertising service fees and other

    2,659,000       ---       ---       2,659,000  

Licensing and maintenance fees

    ---       17,225,000       ---       17,225,000  

Consulting fees

    ---       2,832,000       ---       2,832,000  

Other public service fees

    ---       3,474,000       ---       3,474,000  

Operating expenses

    16,840,000       37,923,000       ---       54,763,000  

Income (loss) from operations

    332,000       (14,392,000 )     ---       (14,060,000 )

Dividends and interest income

    ---       ---       4,808,000       4,808,000  

Other income

    ---       ---       37,000       37,000  

Interest expense on note payable collateralized by real estate

    (95,000 )     ---       ---       (95,000 )

Interest expense on margin loans

    ---       ---       (651,000 )     (651,000 )

Capital gains on sales of marketable Securities and others

    ---       ---       3,182,000       3,182,000  

Other-than-temporary impairment losses on investments

    ---       ---       (4,560,000 )     (4,560,000 )

Pretax (loss) income

    237,000       (14,392,000 )     2,816,000       (11,339,000 )

Income tax benefit

    490,000       695,000       18,355,000       19,540,000  

Net (loss) income

    727,000       (13,697,000 )     21,171,000       8,201,000  

Total assets

    19,602,000       29,885,000       214,511,000       263,998,000  

Capital expenditures

    212,000       ---       ---       212,000  

Amortization of intangible assets

    ---       3,058,000       ---       3,058,000  

 

26

 

 

 

   

Reportable Segments

                 
   

Traditional

Business

   

Journal

Technologies

   

 

Corporate

   

 

Total

 

Fiscal 2017

                               

Revenues

                               

Advertising, net

  $ 9,104,000     $ ---     $ ---     $ 9,104,000  

Circulation

    5,654,000       ---       ---       5,654,000  

Advertising service fees and other

    2,812,000       ---       ---       2,812,000  

Licensing and maintenance fees

    ---       16,037,000       ---       16,037,000  

Consulting fees

    ---       4,476,000       ---       4,476,000  

Other public service fees

    ---       3,301,000       ---       3,301,000  

Operating expenses

    17,852,000       36,699,000       ---       54,551,000  

Loss from operations

    (282,000 )     (12,885,000 )     ---       (13,167,000 )

Dividends and interest income

    ---       ---       4,844,000       4,844,000  

Other income

    22,000       ---       12,000       34,000  

Interest expense on note payable collateralized by real estate

    (100,000 )     ---       ---       (100,000 )

Interest expense on margin loans

    ---       ---       (422,000 )     (422,000 )

Interest and penalty expense reversal for uncertain and unrecognized tax benefits

    ---       743,000       ---       743,000  

Pretax (loss) income

    (360,000 )     (12,142,000 )     4,434,000       (8,068,000 )

Income tax benefit (expense)

    (2,000 )     7,910,000       (758,000 )     7,150,000  

Net (loss) income

    (362,000 )     (4,232,000 )     3,676,000       (918,000 )

Total assets

    16,606,000       33,461,000       230,641,000       280,708,000  

Capital expenditures

    160,000       93,000       ---       253,000  

Amortization of intangible assets

    ---       4,895,000       ---       4,895,000  

 

During fiscal 2019, 2018 and 2017, the Traditional Business had total operating revenues of $17,093,000, $17,172,000 and $17,570,000 of which $11,844,000, $11,771,000 and $11,916,000, respectively, were recognized after services were provided while $5,249,000, $5,401,000 and $5,654,000, respectively, were recognized ratably over the subscription terms. Total operating revenues for the Company’s software business were $31,562,000, $23,531,000 and $23,814,000, of which $12,353,000, $7,437,000 and $8,618,000, respectively, were recognized upon completion of services while $19,209,000, $16,094,000 and $15,196,000, respectively, were recognized ratably over the subscription periods.

 

Approximately 65% of the Company’s revenues during fiscal 2019 were derived from Journal Technologies, as compared with 58% and 58% in the prior two years. In addition, the Company’s revenues have been primarily from the United States, with approximately 1% from foreign countries. Almost all of Journal Technologies’ revenues are from governmental agencies.

 

27

 

 

The following table sets forth certain deferred obligations from October 1, 2018 through September 30, 2019:

 

   

Beginning

Balance

   

 

Addition

   

 

Recognized

   

Ending

Balance

 
                                 

Deferred subscriptions

  $ 3,174,000     $ 5,270,000     $ (5,249,000 )   $ 3,195,000  

Deferred installation contracts

    2,554,000       5,887,000       (6,509,000 )     1,932,000  

Deferred maintenance agreements and others

    14,362,000       20,904,000       (19,209,000 )     16,057,000  

 

Disclosure of Contractual Obligations

 

The following table sets forth certain contractual obligations as of September 30, 2019:

 

Contractual Obligations (000)

 

   

Less than

1 year

   

 

1-3 years

   

 

3-5 years

   

More than

5 years

   

 

Total

 

Real estate loan

  $ 126     $ 272     $ 299     $ 1,138     $ 1,835  

Obligations under operating leases

    474       40       ---       ---       514  

Long-term accrued liabilities *

    ---       31       64       135       230  
    $ 600     $ 343     $ 363     $ 1,273     $ 2,579  

 

        * The long-term accrued liabilities for the Management Incentive Plan are discounted to the present value using a discount rate of 6%.

 

      In addition, during fiscal 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. These investment margin account borrowings do not mature. 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 September 30, 2019, 2018 and 2017 was 2.5%, 2.5% and 1.75%, respectively.

 

Liquidity and Capital Resources

 

During fiscal 2019, the Company’s cash and cash equivalents and marketable security positions decreased by $16,386,000, primarily resulting from unrealized losses on investments of $17,715,000. Cash and cash equivalents were used for the purchase of capital assets of $165,000 and the payment of loan principal of $121,000.

 

The investments in marketable securities, which had an adjusted cost basis of approximately $53,889,000 and a market value of about $194,581,000 at September 30, 2019, generated approximately $5,380,000 in dividends and interest income. These securities had approximately $140,692,000 of net unrealized gains before estimated taxes of $37,241,000 which will become due only when we sell securities in which there is unrealized appreciation. Beginning in fiscal 2019, changes in unrealized gains (losses) on investments are included in the Company’s net income (loss) and thus may have a significant impact on the Company’s reported results depending on the fluctuations of the prices of the marketable securities owned by the Company.

 

Cash flows from operating activities increased by $3,496,000 during fiscal 2019 as compared to the prior fiscal year, primarily resulting from increases in accounts payable and accrued liabilities of $1,435,000 which included additional efiling fees to be remitted to the courts.

 

28

 

 

As of September 30, 2019, the Company had working capital of $182,280,000, including the liabilities for deferred subscriptions, deferred installation and maintenance agreements and others of $20,849,000.

 

The Company believes that it will be able to fund its operations for the foreseeable future through its cash flows from operations and its current working capital and expects that any such cash flows will be invested in its businesses. The Company may or may not have the ability to borrow against its marketable securities. The Company also may entertain additional business acquisition opportunities. Any excess cash flows could be used to reduce the investment margin account liability or note payable collateralized by real estate or invested as management and the Board of Directors deem appropriate at the time.

 

Such investments may include additional securities of the companies in which the Company has already invested, securities of other companies, government securities (including U.S. Treasury Notes and Bills) or other instruments. The decision as to particular investments will be driven by the Company’s belief about the risk/reward profile of the various investment choices at the time, and it may utilize government securities as a default if attractive opportunities for a better return are not available. The Company’s Chairman of the Board, Charles Munger, is also the vice chairman of Berkshire Hathaway Inc., which maintains a substantial investment portfolio. The Company’s Board of Directors has utilized his judgment and suggestions, as well as those of J.P. Guerin, the Company’s vice chairman, when selecting investments, and both of them will continue to play an important role in monitoring existing investments and selecting any future investments.

 

As of September 30, 2019, the investments were concentrated in just six companies. Accordingly, a significant decline in the market value of one or more of the Company’s investments may not be offset by the hypothetically better performance of other investments, and that could result in a large decrease in the Company’s net income and shareholders’ equity.

 

Critical Accounting Policies and Estimates

 

     The Company’s financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Management believes that revenue recognition, accounting for software costs, fair value measurement and disclosures (including for the long-term Incentive Plan liabilities), testing for goodwill impairment, income taxes and segment reporting are critical accounting policies and estimates.

 

The Company recognizes revenues in accordance with the provisions of ASU No. 2014-09, Revenue from Contracts with Customers (ASC Topic 606). 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 revenues are recognized when advertisements are published and are net of agency commissions.

 

29

 

 

      Journal Technologies contracts may include several products and services, which are generally distinct and include separate transaction pricing and performance obligations. Most are one-transaction contracts. These current subscription-type contract revenues include (i) implementation consulting fees to configure the system to go-live, (ii) subscription software license, maintenance (including updates and upgrades) and support fees, and (iii) third-party hosting fees when used. Revenues for consulting are recognized at point of delivery (go-live) upon completion of services. These contracts include assurance warranty provisions for limited periods and do not include financing terms. For some contracts, the Company acts as a principal with respect to certain services, such as data conversion, interfaces and hosting that are provided by third-parties, and recognizes such revenues on a gross basis. For legacy contracts with perpetual license arrangements, licenses and consulting services are recognized at point of delivery (go-live), and maintenance revenues are recognized ratably after the go-live. Other public service fees are earned and recognized as revenues when the Company processes credit card payments on behalf of the courts via its websites through which the public can efile cases and pay traffic citations and other fees.

 

ASC 985-20, Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed, provides that costs related to the research and development of a new software product are to be expensed as incurred until the technological feasibility of the product is established. Accordingly, costs related to the development of new software products are expensed as incurred until technological feasibility has been established, at which time such costs are capitalized, subject to expected recoverability. In general, “technological feasibility” is achieved when the developer has established the necessary skills, hardware and technology to produce a product and a detailed program design has been (i) completed, (ii) traced to the product specifications and (iii) reviewed for high-risk development issues. The Company believes its process for developing software is essentially completed concurrent with the establishment of technological feasibility, and accordingly, no software development costs have been capitalized to date.

 

ASC 820, Fair Value Measurement and Disclosures, requires the Company to (i) disclose the amounts of transfers in and out of Level 1 and Level 2 fair value measurements and the reasons for the transfers and (ii) present separately information about purchases, sales, issuances and settlements in the reconciliation of Level 3 measurements. This guidance also provides clarification of existing disclosures requiring the Company to determine each class of its investments based on risk and to disclose the valuation techniques and inputs used to measure fair value for both Level 2 and Level 3 measurements. The Company made no transfers in and out of Level 1 and Level 2 measurements in fiscal years 2019, 2018 and 2017. During that time all of the Company’s investments have been quoted on public markets and, therefore, all fair value calculations have been based on Level 1 measurements. The estimated Incentive Plan’s future commitment is calculated based on an average of the prior fiscal year (fiscal 2018) and the current year’s pretax earnings before certain items, discounted to the present value at 6% since each granted Incentive Plan Unit will expire over its remaining life term of up to 10 years.

 

The Company analyzes goodwill for possible impairment under ASC 350, Intangibles – Goodwill and Other, annually or whenever events or changes in circumstances indicate that the value may not be recoverable. Considered factors for potential goodwill impairment evaluation for the reporting units include current year’s business profitability before intangible amortization, fluctuations of revenues, changes in the market place, the status of installation contracts and new business, among other things. During the last quarter of fiscal 2019, the Company adopted early ASU 2017-04 Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test and requiring impairment charges to be based on Step 1, which is to compare the fair value of a reporting unit with its carrying amount. A goodwill impairment should be recognized in the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company’s annual goodwill impairment analysis in 2019 resulted in an impairment loss of $13,400,000 based on a third-party appraiser’s valuation report.

 

30

 

 

ASC 740, Income Taxes, establishes financial accounting and reporting standards for the effect of income taxes. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and the deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the financial statements or tax returns. This accounting guidance also prescribes recognition thresholds and measurement attributes for the financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. Judgment is required in assessing the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Fluctuations in the actual outcome of these future tax consequences could materially impact the Company’s financial position or its results of operations and its deferred tax liabilities related to the unrealized net gains on investments. See Note 3 of Notes to Consolidated Financial Statements for further discussion.

 

ASC 280-10, Segment Reporting, defines an operating segment as a component of a public entity that has discrete financial information that is evaluated regularly by the Company’s Chief Executive Officer to decide how to allocate resources and to assess performance. In accordance with ASC 280-10, the Company has two reportable business segments which are: (i) The Traditional Business and (ii) Journal Technologies.

 

The above discussion and analysis should be read in conjunction with the consolidated financial statements and the notes thereto included in this report.

 

31

 

 

Item 7A. Qualitative and Quantitative Disclosures about Market Risk

 

During fiscal 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. 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 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 September 30, 2019, 2018 and 2017 was 2.5%, 2.5% and 1.75%, respectively. The Company was not subject to any significant interest rate risk during such period.

 

Foreign Currency Risk

 

The Company holds foreign marketable securities based in the South Korean Won and Hong Kong Dollar that are subject to risk associated with changes in the exchange rates of these currencies against the United States Dollar. The fair value of the foreign marketable security held in South Korean Won was $9,380,000 with an adjusted cost of $10,249,000, and $10,249,000 with an adjusted cost of $10,249,000 (after the other-than-temporary impairment losses of $4,560,000), as of September 30, 2019 and 2018, respectively. The exchange rate of the South Korean Won against the United States Dollar was $0.00083 and $0.00090 at September 30, 2019 and 2018, respectively. The fair value of the foreign marketable security held in Hong Kong Dollars was $29,612,000 with an adjusted cost of $14,710,000, and $42,587,000 with an adjusted cost of $14,710,000, as of September 30, 2019 and 2018, respectively. The exchange rate of the Hong Kong Dollar against the United States Dollar was $0.12756 and $0.12780 at September 30, 2019 and 2018, respectively.

 

Equity Price Risk

 

The Company owns marketable securities and is subject to equity price risk. The following table summarizes our equity securities with significant equity price risk as of September 30, 2019 and 2018. The effects of a hypothetical 30% increase and a 30% decrease in market prices as of those dates are also shown. The selected 30% hypothetical changes do not reflect what could be considered the best or worst case scenarios. Indeed, results could be far better or worse due both to the nature of equity markets and the aforementioned concentration in our equity investment portfolio.

 

Equity Price Risk (000)

   

Fair Value

 

Hypothetical

Price Change

 

Estimated Fair Value

after Hypothetical

Change in Prices

 

Hypothetical

Percentage Increase

(Decrease) in

Shareholders’ Equity

September 30, 2019

                   

Equity securities

  $ 194,581  

30% increase

  $ 252,955  

42% increase

         

30% decrease

    136,207  

42% decrease

September 30, 2018

                   

Equity securities

  $ 212,296  

30% increase

  $ 275,985  

39% increase

         

30% decrease

    148,607  

39% decrease

  

32

 

 

Item 8. Financial Statements and Supplementary Data

 

Report of Independent Registered Public Accounting Firm

  

To The Board of Directors and Shareholders of Daily Journal Corporation

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Daily Journal Corporation (the Company) as of September 30, 2019 and 2018, the related consolidated statements of comprehensive income (loss), shareholders' equity and cash flows for each of the three years in the period ended September 30, 2019, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2019, in conformity with accounting principles generally accepted in the United States of America.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2019, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Our report dated December 12, 2019 expressed an opinion that the Company had not maintained effective internal control over financial reporting as of September 30, 2019, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 \s\ Squar Milner LLP

 

We have served as the Company's auditor since 2016.

 

Los Angeles, California

December 12, 2019                                                                 

 

33

 

 

 

DAILY JOURNAL CORPORATION

 

CONSOLIDATED BALANCE SHEETS

   

September 30

   

September 30

 
    2019     2018  
ASSETS                
Current assets                

Cash and cash equivalents

  $ 10,630,000     $ 9,301,000  

Marketable securities at fair value -- common stocks of $194,581,000 at September 30, 2019 and $212,296,000 at September 30, 2018

    194,581,000       212,296,000  

Accounts receivable, less allowance for doubtful accounts of $200,000 at September 30, 2019 and September 30, 2018

    7,036,000       4,803,000  

Inventories

    40,000       46,000  

Prepaid expenses and other current assets

    508,000       512,000  

Income tax receivable

    153,000       270,000  

Total current assets

    212,948,000       227,228,000  
                 
Property, plant and equipment, at cost                

Land, buildings and improvements

    16,499,000       16,422,000  

Furniture, office equipment and computer software

    2,119,000       2,877,000  

Machinery and equipment

    1,750,000       1,749,000  
      20,368,000       21,048,000  

Less accumulated depreciation

    (9,572,000 )     (9,828,000 )
      10,796,000       11,220,000  

Intangibles, net

    ---       ---  

Goodwill

    ---       13,400,000  

Deferred income taxes - Federal

    12,596,000       9,269,000  

Deferred income taxes - State

    1,036,000       2,881,000  
    $ 237,376,000     $ 263,998,000  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY                
Current liabilities                

Accounts payable

  $ 4,520,000     $ 2,820,000  

Accrued liabilities

    5,173,000       4,402,000  

Note payable collateralized by real estate

    126,000       121,000  

Deferred subscriptions

    3,195,000       3,174,000  

Deferred installation contracts

    1,932,000       2,554,000  

Deferred maintenance agreements and others

    15,722,000       14,186,000  

Total current liabilities

    30,668,000       27,257,000  
                 
Long term liabilities                

Investment margin account borrowings

    29,493,000       29,493,000  

Note payable collateralized by real estate

    1,709,000       1,835,000  

Deferred maintenance agreements

    335,000       176,000  

Accrued liabilities

    230,000       170,000  

Deferred income taxes

    37,241,000       42,151,000  

Total long term liabilities

    69,008,000       73,825,000  
                 

Commitments and contingencies (Notes 4 and 5)

    ---       ---  
                 
Shareholders' equity                

Preferred stock, $.01 par value, 5,000,000 shares authorized and no shares issued

    ---       ---  

Common stock, $.01 par value, 5,000,000 shares authorized; 1,805,053 shares issued, including 424,307 treasury shares, at September 30, 2019 and September 30, 2018

    14,000       14,000  

Additional paid-in capital

    1,755,000       1,755,000  

Retained earnings

    135,931,000       45,361,000  

Accumulated other comprehensive income

 

 

---       115,786,000  

Total shareholders' equity

    137,700,000       162,916,000  
    $ 237,376,000     $ 263,998,000  

 

See accompanying Notes to Consolidated Financial Statements

 

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DAILY JOURNAL CORPORATION

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

   

2019

   

2018

   

2017

 

Revenues

                       

Advertising, net

  $ 9,132,000     $ 9,112,000     $ 9,104,000  

Circulation

    5,249,000       5,401,000       5,654,000  

Advertising service fees and other

    2,712,000       2,659,000       2,812,000  

Licensing and maintenance fees

    20,179,000       17,225,000       16,037,000  

Consulting fees

    5,539,000       2,832,000       4,476,000  

Other public service fees

    5,844,000       3,474,000       3,301,000  
      48,655,000       40,703,000       41,384,000  

Costs and expenses

                       

Salaries and employee benefits

    35,014,000       33,832,000       31,749,000  

Outside services

    3,874,000       4,287,000       4,552,000  

Postage and delivery expenses

    838,000       857,000       1,112,000  

Newsprint and printing expenses

    727,000       780,000       877,000  

Depreciation and amortization

    589,000       3,678,000       5,586,000  

Goodwill impairment

    13,400,000       ---       ---  

Equipment maintenance and software

    1,516,000       1,458,000       1,071,000  

Credit card merchant discount fees

    1,409,000       1,027,000       945,000  

Rent expenses

    1,017,000       996,000       742,000  

Accounting and legal fees

    1,605,000       1,302,000       1,432,000  

Other general and administrative expenses

    6,890,000       6,546,000       6,485,000  
      66,879,000       54,763,000       54,551,000  

Loss from operations

    (18,224,000 )     (14,060,000 )     (13,167,000 )

Other income (expenses)

                       

Dividends and interest income

    5,380,000       4,808,000       4,844,000  

Other income

    38,000       37,000       34,000  

Net unrealized (losses) gains on investments

    (17,715,000 )     ---       ---  

Interest expense on note payable collateralized by real estate and others

    (93,000 )     (95,000 )     (100,000 )

Interest expense on margin loans

    (862,000 )     (651,000 )     (422,000 )

Interest and penalty expense reversal for uncertain and unrecognized tax benefits

    ---       ---       743,000  

Capital gains on sales of marketable securities and others

    ---       3,182,000       ---  

Other-than-temporary impairment losses on investments

    ---       (4,560,000 )     ---  

Loss before taxes

    (31,476,000 )     (11,339,000 )     (8,068,000 )

Benefit from income taxes

    6,260,000       19,540,000       7,150,000  

Net (loss) income

  $ (25,216,000 )   $ 8,201,000     $ (918,000 )

Weighted average number of common shares outstanding – basic and diluted

    1,380,746       1,380,746       1,380,746  

Basic and diluted net (loss) income per share

  $ (18.26 )   $ 5.94     $ (0.66 )
                         

Comprehensive (loss) income

                       

Net (loss) income

  $ (25,216,000 )   $ 8,201,000     $ (918,000 )

Net change in unrealized appreciation of investments (net of taxes of $0 for fiscal 2019, net of tax benefits of $1,258,000 for fiscal 2018 and net of taxes of $22,300,000 for fiscal 2017)

    ---       (5,823,000 )     35,316,000  

Reclassification adjustment of other-than-temporary impairment losses recognized in net income (net of taxes of $0, $1,210,000 and $0 for fiscal 2019, 2018 and 2017, respectively)

    ---       3,350,000       ---  
    $ (25,216,000 )   $ 5,728,000     $ 34,398,000  

 

See accompanying Notes to Consolidated Financial Statements

 

35

 

 

 

DAILY JOURNAL CORPORATION

 

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

                                                   

Accumulated

         
                                   

Additional

           

Other

   

Total

 
   

Common Stock

   

Treasury Stock

   

Paid-in

   

Retained

   

Comprehensive

   

Shareholders'

 
   

Share

   

Amount

   

Share

   

Amount

   

Capital

   

Earnings

   

Income

   

Equity

 
                                                                 

Balance at September 30, 2016

    1,805,053     $ 18,000       (424,307 )   $ (4,000 )   $ 1,755,000     $ 58,068,000     $ 65,506,000     $ 125,343,000  

Net loss

    ---       ---       ---       ---       ---       (918,000 )     ---       (918,000 )

Unrealized gains on investments, net

    ---       ---       ---       ---       ---       ---       35,316,000       35,316,000  

Balance at September 30, 2017

    1,805,053       18,000       (424,307 )     (4,000 )     1,755,000       57,150,000       100,822,000       159,741,000  

Net income

    ---       ---       ---       ---       ---       8,201,000       ---       8,201,000  

Unrealized losses on investments, net

    ---       ---       ---       ---       ---       ---       (5,823,000 )     (5,823,000 )

Sale of bond investments (net of taxes)

    ---       ---       ---       ---       ---       ---       (2,553,000 )     (2,553,000 )

Reclassification of stranded tax effects

    ---       ---       ---       ---       ---       (19,990,000 )     19,990,000       ---  

Reclassification adjustment of other-than-temporary impairment losses recognized in net income (net of taxes)

    ---       ---       ---       ---       ---       ---       3,350,000       3,350,000  

Balance at September 30, 2018

    1,805,053       18,000       (424,307 )     (4,000 )     1,755,000       45,361,000       115,786,000       162,916,000  

Net loss

    ---       ---       ---       ---       ---       (25,216,000 )     ---       (25,216,000 )

Adoption of new accounting pronouncement

    ---       ---       ---       ---       ---       115,786,000       (115,786,000 )     ---  

Balance at September 30, 2019

    1,805,053     $ 18,000       (424,307 )   $ (4,000 )   $ 1,755,000     $ 135,931,000     $ ---     $ 137,700,000  

 

See accompanying Notes to Consolidated Financial Statements

 

36

 

 

 

DAILY JOURNAL CORPORATION

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

   

2019

   

2018

   

2017

 

Cash flows from operating activities

                       

Net (loss) income

  $ (25,216,000 )   $ 8,201,000     $ (918,000 )

Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities

                       

Depreciation and amortization

    589,000       3,678,000       5,586,000  

Goodwill impairment

    13,400,000       ---       ---  

Gains on sales of marketable securities

    ---       (3,182,000 )     ---  

Deferred income taxes

    (6,392,000 )     (19,241,000 )     (4,574,000 )

Discount earned on bonds

    ---       ---       (3,000 )

Other-than-temporary impairment losses on investments

    ---       4,560,000       ---  

Unrealized losses on investment

    17,715,000       ---       ---  

Changes in assets and liabilities

                       

(Increase) decrease in current assets

                       

Accounts receivable, net

    (2,233,000 )     555,000       (651,000 )

Inventories

    6,000       (6,000 )     1,000  

Prepaid expenses and other assets

    4,000       286,000       2,000  

Income tax receivable

    117,000       639,000       (19,000 )

Increase (decrease) in liabilities

                       

Accounts payable

    1,700,000       (229,000 )     405,000  

Accrued liabilities

    831,000       1,325,000       (143,000 )

Income taxes

    ---       ---       (2,723,000 )

Deferred subscription

    21,000