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Note 2 - Summary of Significant Accounting Policies

12 Months Ended

Sep. 30, 2024

Significant Accounting Policies [Text Block]

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: The consolidated financial statements include the accounts of the Company. All intercompany transactions have been eliminated in consolidation.

Certain reclassifications of previously reported amounts have been made to conform to the current year’s presentation.

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

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

Cash Equivalents: The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Restricted Cash: The Company considers cash to be restricted when withdrawal or general use is legally restricted. Restricted cash of $2,191,000 and $2,100,000 at September 30, 2024 and 2023, respectively, represents cash held to secure two letters of credit issued by a bank for a software installation contract in Australia.

Fair Value of Financial Instruments: The carrying amounts of cash, accounts receivable and accounts payable approximate fair value because of their short maturities. In addition, the Company has investments in marketable securities, all categorized as “available-for-sale” and stated at fair market value. In fiscal 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU requires an entity that holds financial assets or owes financial liabilities to, among other things, measure equity investments at fair value and recognize unrealized gains through net income. Accordingly, the Company’s net income of $78,113,000 for fiscal 2024, included net realized and unrealized gains on marketable securities of $96,142,000. In fiscal 2023, the Company’s net income of 21,452,000 included net realized and unrealized gains on marketable securities of $17,446,000. The Company uses quoted prices in active markets for identical assets (consistent with the Level 1 definition in the fair value hierarchy) to measure the fair value of its marketable securities on a recurring basis pursuant to Accounting Standards Codification (“ASC”)Topic 820, Fair Value Measurement and Disclosures. At September 30, 2024, the aggregate fair market value of the Company’s marketable securities was $358,691,000. These marketable securities had approximately $219,597,000 of net unrealized gains before taxes of $57,100,000. Most of the unrealized net gains were in the common stocks of three U.S. financial institutions and one foreign manufacturer. At September 30, 2023, the Company had marketable securities at fair market value of approximately $303,128,000, including approximately $137,716,000 of unrealized net gains before taxes of $36,260,000.

Investment in Financial Instruments (000)

	September 30, 2024						September 30, 2023
	Aggregate fair value		Amortized/ Adjusted cost basis		Pretax unrealized gains		Aggregate fair value		Amortized/ Adjusted cost basis		Pretax unrealized gains
Marketable securities
Common stocks	$	358,691	$	139,094	$	219,597	$	303,128	$	165,412	$	137,716

All marketable securities are classified as “Current assets” because they are available for sale at any time.

In March 2024, the Company sold part of its marketable securities for approximately $40,579,000, realizing net gains of $14,261,000. The Company used these proceeds and excess cash from operations to pay down the margin loan balance to $27,500,000 from $75,000,000, aggregating a paydown of approximately $47,500,000 during the twelve months ended September 30, 2024.

During fiscal 2023, the Company sold part of its marketable securities for approximately $2,826,000, realizing a total net gain of approximately $422,000, and simultaneously bought some additional marketable securities for an aggregated cost of approximately $10,001,000 with additional borrowings of $6,011,000 from the margin loan account. The Company subsequently repaid $6,011,000 reducing the balance of the margin loan to $75,000,000. In addition, the Company received stock dividends in March 2023 worth approximately $2,978,000 from one of the companies in which it holds marketable securities.

Comparative pretax realized and unrealized gains on investments are as follows:

	Fiscal 2024						Fiscal 2023
	Realized Gains		Unrealized Gains		Total Pretax Gains		Realized Gains		Unrealized Gains		Total Pretax Gains
Marketable securities
Common stocks	$	14,261	$	81,881	$	96,142	$	422	$	17,024	$	17,446

Inventories: Inventories, comprised of newsprint and paper, are stated at cost, on a first-in, first-out basis, which does not exceed current net realizable value.

Property, plant and equipment: Property, plant and equipment are carried on the basis of cost or fair value for assets acquired in business combinations. Depreciation of assets is provided in amounts sufficient to depreciate the cost of related assets over their estimated useful lives ranging from 3 – 39 years. At September 30, 2024, the estimated useful lives were (i) 5 – 39years for building and improvements, (ii) 3 – 5 years for furniture, office equipment and software, and (iii) 3 – 10 years for machinery and equipment. Leasehold improvements are amortized over the term of the related leases or the useful life of the assets, whichever is shorter. Assets are depreciated using the straight-line method for financial statements and accelerated method for tax purposes. Depreciation and amortization expenses were $267,000 and $279,000 for fiscal 2024 and 2023, respectively.

Significant expenditures which extend the useful lives of existing assets are capitalized. Maintenance and repair costs are expensed as incurred. Gains or losses on dispositions of assets are reflected in current earnings.

Impairment of Long-Lived Assets: The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. There were no such impairments identified during fiscal 2024 and 2023.

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

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.

Revenue Recognition:

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 and advertising service fees and other revenues are recognized when advertisements are published. Advertising service fees and other revenues primarily represent commissions earned by the Company for sourcing the advertisements from its customers on behalf of third-party publications and are recorded on a net basis.

Journal Technologies contracts may include several products and services, which are generally distinct and include separate transaction pricing and performance obligations. 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. For contracts containing multiple performance obligations, the Company allocates the transaction price on the basis of the relative standalone selling price of each distinct good or service, and utilizes the residual approach to estimate the standalone selling price of implementation consulting fees, whereby the standalone selling price is estimated by reference to the total transaction price less the sum of the observable standalone selling prices of its subscription software licenses, maintenance and support fees, and third-party hosting fees. These contracts include assurance 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 and related costs on a gross basis. The Company considers several factors to determine if it controls the good or service and therefore is the principal. These factors include (1) if we have primary responsibility for fulfilling the promise; and (2) if we have discretion in establishing price for the specified good or service. For legacy contracts with perpetual license arrangements, licenses and consulting services are recognized at point of delivery, and maintenance revenues are recognized ratably after the go-live.

The Traditional Business and Journal Technologies issue invoices that have payment terms which require payment within 30 days. Contracts do not have a significant financing component and do not have variable consideration. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether transfer of control to customers has occurred. Proceeds from subscription-type revenues, including circulation revenue, license, maintenance and support services, and hosting services, are deferred at the time of sale and are recognized on a pro rata basis over the terms of the subscriptions or service period, and unearned proceeds are recognized within deferred subscriptions and deferred maintenance agreements and others in the consolidated balance sheets. Proceeds from consulting fees are recognized at point of delivery upon completion of services, and unearned consulting fee proceeds are recognized within deferred consulting fees in the consolidated balance sheets. Other public service fees are earned and recognized as revenues when the Company processes credit card payments on behalf of the courts via its websites through which the public can e-file cases and pay traffic citations and other fees.

The adoption of ASC 606 also requires the capitalization of certain costs of obtaining contracts, specifically sales commissions which are to be amortized over the expected term of the contracts. For its software contracts, the Company incurs an immaterial amount of sales commission costs which have no significant impact on the Company’s financial condition and results of operations. In addition, the Company’s implementation and fulfillment costs do not meet all criteria required for capitalization.

Since the Company recognizes revenues when it can invoice the customer pursuant to the contract for the value of completed performance, as a practical expedient and because reliable estimates cannot be made, it has elected not to include the transaction price allocated to unsatisfied performance obligations. These unallocated prices primarily relate to the eFile-it™ and ePay-it™ transactions of which service fees are collected and recognized when the Company processes credit card payments on behalf of the courts via its websites through which the public e-file cases or pay traffic citations. Furthermore, there are no fulfillment costs to be capitalized for the software contracts because these costs do not generate or enhance resources that will be used in satisfying future performance obligations.

Approximately 76% of the Company’s revenues in fiscal 2024 and 2023 were derived from sales of software licenses, annual software licenses, maintenance and support agreements and consulting services that typically include implementation and training.

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

Changes in total deferred revenues (000)

Description	Balance at Beginning of Year		Addition to the Deferral		Recognition from Deferral			Balance at End of Year
Fiscal 2024
Total deferred revenues	$	26,539	$	34,581	$	(36,524	)	$	24,596
Fiscal 2023
Total deferred revenues	$	21,715	$	33,295	$	(28,471	)	$	26,539

The change in allowance for doubtful accounts is as follows:

Allowance for Doubtful Accounts (000)

Description	Balance at Beginning of Year		Additions charged to Costs and Expenses		Accounts charged off less Recoveries			Balance at End of Year
Fiscal 2024
Allowance for doubtful accounts	$	250	$	5	$	(5	)	$	250
Fiscal 2023
Allowance for doubtful accounts	$	250	$	8	$	(8	)	$	250

Advertising: The Company’s policy is to expense advertising expenses as incurred, if any. There were no advertising expenses during both fiscal 2024 and 2023 as the Company advertises itself via its own newspapers and websites.

Stock-based compensation: In fiscal 2024, the Company implemented an Equity Incentive Plan, a share-based award plan that provides for the grant of incentive stock options, non-qualified stock options, restricted stock units, and other equity-based awards to key employees. As of September 30, 2024, there were 3,320 shares available for future grants from the 3,720 shares authorized for grant under the Equity Incentive Plan. Restricted stock unit grants generally vest ratably over two years of continuous services from the date of grant. We account for share-based compensation utilizing the fair value recognition pursuant to ASC 718.

For restricted stock units, we use the closed market price on the date of grant as the fair market value of these stocks. We have not historically paid any cash dividends on our common stock and as a result do not reduce the grant-date fair value per share by the present value of dividends expected to be paid during the requisite service period for restricted stock units. We amortize the fair value of all awards on a straight-line basis over the requisite service periods, which are generally the vesting periods.

We will recognize the effect of awards for which the requisite service period is not rendered when the award is forfeited. That is, we recognize the effect of forfeitures in compensation cost when they occur. Previously recognized compensation cost for an award is reversed in the period the award is forfeited.

The following table summarized stock unit activity during the periods presented:

	Number of Shares		Weighted Average Grant Date Fair Value per Share
Unvested at September 30, 2023		—		—
Granted		800	$	463.64
Vested		400		463.64
Forfeited		—		—
Unvested at September 30, 2024		400	$	463.64

As of September 30, 2024, we had total unrecognized compensation cost of approximately $169,000 related to unvested restricted stock units which is expected to be amortized over a weighted average amortization period of approximately 1.82 years.

The following table summarizes stock-based compensation expense related to share-based awards which is recorded in the consolidated statements of comprehensive income:

	Year ended September 30, 2024
Stock-based compensation	$	202,000
Total stock-based compensation expense		202,000
Total tax benefit		(51,000	)
Net decrease in net income	$	151,000

Management Incentive Plan: In fiscal 1987, the Company implemented a Management Incentive Plan (the “Incentive Plan”) that entitles a participant to participate in pretax earnings before adjustment for certain items of the Company for ten years. Because this plan was expanded in February 2022 to include the participation of all Journal Technologies employees, management subsequently realized in 2023 there would be an inadvertent future diluting effect on the shareholders’ interest when additional staff is hired as the Company grows. Therefore, the Company decided to put a pause on any new grants under the Incentive Plan in fiscal 2023 after making grants to about 14 new Journal Technologies employees (net of terminations and expirations of outstanding Certificates after 10 years). Management intends to propose and implement a replacement plan in fiscal 2025 based on a model where adding additional employees are dilutive relative to a specific percentage of profits allocated to the program.

Certificate interests entitled participants to receive 4.38% and 4.71% (amounting to $418,700 and $388,450, respectively) of Daily Journal non-consolidated income before taxes, workers’ compensation, supplemental compensation and certain other items, 20.2% and 22.2% (amounting to $702,960 and $1,491,840, respectively) for Journal Technologies and 8.12% and 8.86% (amounting to $1,059,195 and $1,260,800, respectively) for Daily Journal consolidated in fiscal 2024 and 2023, respectively. The Company accrued $3,735,000 and $4,230,000 as of September 30, 2024 and 2023, respectively, for the Incentive Plan’s future commitment for those who will still have Certificates at the age of 65. This future commitment included a decrease in the accrual in fiscal 2024 of $495,000 (or -$.36 per outstanding share on a pretax basis), primarily due to no new grants of Certificates or replacement of expired Certificates under this Incentive Plan because of the pause mentioned above, as compared with a decrease in fiscal 2023 of $295,000 (or -$.21 per outstanding share). The estimated Incentive Plan’s future commitment is calculated using level 3 inputs based on an average of the past year and the current year pretax earnings before certain items, discounted to the present value at 6% because each granted Certificate will expire over its remaining life term of up to 10 years. In projecting the Incentive Plan’s future commitment, the significant input is the average of the past year and the current year pretax earnings before certain items. Significant increases or decreases in this input would result in a significantly lower or higher fair value measurement. In addition, the use of a different discount rate to discount cash flows to their present value would also result in a higher or lower fair value measurement.

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

Treasury stock and net income per common share:

In June 2022, the Company received from Charles T. Munger 3,720 shares of Daily Journal common stock as his gracious personal gift (worth approximately $1 million on the date of the gift) for the purpose of establishing a new senior management equity incentive plan, which is still under consideration and has yet to be established. These donated shares were considered treasury stock, and the Company accounted for them using the par method which resulted in an immaterial effected amount on Treasury Stock and Additional Paid-in Capital. In addition, the number of outstanding shares of the Company was reduced by these 3,720 shares to reflect the actual number of outstanding shares of 1,377,026 at September 30, 2022. The net income per common share is based on the weighted average number of shares outstanding during each year. The shares used in the calculation were 1,377,026 for both fiscal 2024 and 2023. The Company does not have any common stock equivalents, and therefore basic and diluted net income per share is the same. (The Board approved the grant of 400 shares to the Company’s Chief Executive Officer in July 2024, but these shares were not actually transferred to him until after September 30, 2024.)

Use of Estimates: The presentation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Right-of-Use (ROU) Asset: At the beginning of fiscal 2020, the Company adopted ASU 2016-02, Leases (Topic 842) which requires that all leases be recognized by lessees on the balance sheet through a right-of-use (ROU) asset and corresponding lease liability, including today’s operating leases. There has been no significant impact on the Company’s financial condition, results of operations or disclosures. At September 30, 2024, the Company recorded a ROU asset and lease liability of approximately $126,000 for its operating office and equipment leases, including approximately $37,000 beyond one year. (In the prior fiscal year, there were ROU asset and lease liability of $95,000 with $44,000 beyond one year.) Operating office and equipment leases are included in operating lease ROU assets, current accrued liabilities and long-term accrued liabilities in the Company’s accompanying Consolidated Balance Sheets.

Accrued Liabilities: Accrued current liabilities primarily consisted of (i) accrued vacation of $3,425,000 and $3,160,000 at September 30, 2024 and 2023, respectively, (ii) current portion of the supplemental compensation accrual of $2,248,000 and $3,240,000 at September 30, 2024 and 2023, respectively, and (iii) accrued payroll of $1,354,000 and $1,274,000 at September, 30, 2024 and 2023, respectively. Accrued long-term liabilities primarily consist of the long-term portion of the supplemental compensation accruals of $3,735,000 and $4,230,000 at September 30, 2024 and 2023, respectively.

Accounting Pronouncement adopted in fiscal 2024: In June 2016, the Financial Accounting Standards Board issued a new Accounting Standards Codification (“ASU”) requiring financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The ASU eliminates the threshold for initial recognition in current U.S. GAAP and reflects an entity’s current estimate of all expected credit losses. The measurement of expected credit losses is based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets. The ASU is effective for the Company beginning in the first quarter of fiscal 2024. The adoption of this guidance has not had a material effect on the Company’s consolidated financial statements.