ReposiTrak (TRAK) grows nine‑month profit, redeems preferred and boosts capital returns
ReposiTrak, Inc. reported stable results for the quarter ended March 31, 2026, with revenue of $5.9 million, down 1% year over year, and quarterly net income of $2.0 million. Higher-margin recurring subscription revenue and lower expenses lifted income from operations to $2.3 million.
For the nine months, revenue rose 5% to $17.7 million and net income reached $5.5 million, while diluted EPS increased to $0.28. The company ended the period with cash of $26.4 million, positive working capital of $26.3 million, and no bank debt.
ReposiTrak continued capital returns, including common share repurchases and ongoing redemption of its Series B preferred stock, leaving $1.72 million of preferred value outstanding. The board also declared a quarterly dividend of $0.02 per share. The company entered a new $3.0 million unsecured note receivable at an 8% rate with potential equity-linked return features.
Positive
- None.
Negative
- None.
Key Figures
Key Terms
FSMA 204 regulatory
ReposiTrak Traceability Network technical
Series B Preferred financial
available-for-sale debt investments financial
ASC 606 regulatory
Level 3 fair value measurement financial
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended |
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . |
Commission File Number
REPOSITRAK, INC.
(Exact name of small business issuer as specified in its charter)
| | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
(Address of principal executive offices)
(
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| | ☒ | 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).
As of May 14, 2026,
REPOSITRAK, INC.
TABLE OF CONTENTS
| Page |
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| PART I - FINANCIAL INFORMATION |
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| Item 1. |
Financial Statements |
1 |
| Consolidated Condensed Balance Sheets as of March 31, 2026 and June 30, 2025 (Unaudited) |
1 | |
| Consolidated Condensed Statements of Operations and Comprehensive Income for the Three and Nine months Ended March 31, 2026 and 2025 (Unaudited) |
2 | |
| Consolidated Condensed Statements of Cash Flows for the Nine months Ended March 31, 2026 and 2025 (Unaudited) |
3 | |
| Consolidated Condensed Statements of Stockholders’ Equity for the Three and Nine months Ended March 31, 2026 and 2025 (Unaudited) |
4 | |
| Notes to Consolidated Condensed Financial Statements |
5 | |
| Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
12 |
| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
22 |
| Item 4. |
Controls and Procedures |
22 |
| PART II OTHER INFORMATION |
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| Item 1. |
Legal Proceedings |
23 |
| Item 1A. |
Risk Factors |
23 |
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
23 |
| Item 3. |
Defaults Upon Senior Securities |
23 |
| Item 5. |
Other Information |
23 |
| Item 6. |
Exhibits |
23 |
| Signatures |
24 | |
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
REPOSITRAK, INC.
Consolidated Condensed Balance Sheets (Unaudited)
| March 31, | June 30, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Receivables, net of allowance for doubtful accounts of $264,517 and $242,437 at March 31, 2026 and June 30, 2025, respectively | ||||||||
| Contract asset – unbilled current portion | ||||||||
| Prepaid expense and other current assets | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Other Assets: | ||||||||
| Notes receivable | ||||||||
| Deposits and other assets | ||||||||
| Prepaid expense – less current portion | ||||||||
| Goodwill | ||||||||
| Capitalized software costs, net | ||||||||
| Total Other Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Contract liability – deferred revenue | ||||||||
| Notes payable and financing leases – current | ||||||||
| Total current liabilities | ||||||||
| Long-term liabilities | ||||||||
| Notes payable and financing leases – less current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred Stock; $0.01 par value, 30,000,000 shares authorized; | ||||||||
| Series B Preferred, 700,000 shares authorized; 160,865 and 336,098 shares issued and outstanding at March 31, 2026 and June 30, 2025, respectively | ||||||||
| Common Stock, $0.01 par value, 50,000,000 shares authorized; 18,173,565 and 18,282,805 and issued and outstanding at March 31, 2026 and June 30, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See accompanying notes to consolidated condensed financial statements.
REPOSITRAK, INC.
Consolidated Condensed Statements of Operations and Comprehensive Income (Unaudited)
| Three Months Ended |
Nine Months Ended |
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| March 31, |
March 31, |
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| 2026 |
2025 |
2026 |
2025 |
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| Revenue |
$ | $ | $ | $ | ||||||||||||
| Operating expense: |
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| Cost of revenue and product support |
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| Sales and marketing |
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| General and administrative |
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| Depreciation and amortization |
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| Total operating expense |
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| Income from operations |
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| Other income (expense): |
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| Interest income |
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| Interest expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Realized gain (loss) on short term investments |
( |
) | ||||||||||||||
| Unrealized gain (loss) on short term investments |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Income before income taxes |
||||||||||||||||
| (Provision) for income taxes: |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Net income |
||||||||||||||||
| Dividends on preferred stock |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Net income applicable to common shareholders |
$ | $ | $ | $ | ||||||||||||
| Weighted average shares, basic |
||||||||||||||||
| Weighted average shares, diluted |
||||||||||||||||
| Basic income per share |
$ | $ | $ | $ | ||||||||||||
| Diluted income per share |
$ | $ | $ | $ | ||||||||||||
| Comprehensive income: |
||||||||||||||||
| Net income |
$ | $ | $ | $ | ||||||||||||
| Other comprehensive gain: |
||||||||||||||||
| Unrealized gain (loss) on available-for-sale securities |
( |
) | ( |
) | ( |
) | ||||||||||
| Total comprehensive income |
$ | $ | $ | $ | ||||||||||||
See accompanying notes to consolidated condensed financial statements.
REPOSITRAK, INC.
Consolidated Condensed Statements of Cash Flows (Unaudited)
| Nine Months Ended |
||||||||
| March 31, |
||||||||
| 2026 |
2025 |
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| Cash flows from operating activities: |
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| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
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| Depreciation and amortization |
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| Amortization of operating right of use asset |
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| Stock compensation expense |
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| Bad debt expense |
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| (Increase) decrease in: |
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| Accounts receivables |
( |
) | ( |
) | ||||
| Long-term receivables, prepaids and other assets |
( |
) | ( |
) | ||||
| Increase (decrease) in: |
||||||||
| Accounts payable |
( |
) | ||||||
| Operating lease liability |
( |
) | ||||||
| Accrued liabilities |
( |
) | ||||||
| Deferred revenue |
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| Net cash provided by operating activities |
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| Cash flows from investing activities: |
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| Issuance of note receivable |
( |
) | ||||||
| Purchase of property and equipment |
( |
) | ( |
) | ||||
| Sale (purchase) of marketable securities |
( |
) | ||||||
| Net cash provided by (used in) investing activities |
( |
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| Cash flows from financing activities: |
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| Common Stock buyback/retirement |
( |
) | ( |
) | ||||
| Redemption of Series B Preferred |
( |
) | ( |
) | ||||
| Proceeds from exercise of warrants |
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| Proceeds from employee stock plan |
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| Dividends paid |
( |
) | ( |
) | ||||
| Payments on notes payable and capital leases |
( |
) | ( |
) | ||||
| Net cash used in financing activities |
( |
) | ( |
) | ||||
| Net increase (decrease) in cash and cash equivalents |
( |
) | ||||||
| Cash and cash equivalents at beginning of period |
||||||||
| Cash and cash equivalents at end of period |
$ | $ | ||||||
| Supplemental disclosure of cash flow information: |
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| Cash paid for income taxes |
$ | $ | ||||||
| Cash paid for interest |
$ | $ | ||||||
| Cash paid for operating leases |
$ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: |
||||||||
| Common stock to pay accrued liabilities |
$ | $ | ||||||
| Dividends accrued on preferred stock |
$ | $ | ||||||
| Right-of-use asset |
$ | $ | ||||||
See accompanying notes to consolidated condensed financial statements.
REPOSITRAK, INC.
Consolidated Condensed Statements of Stockholders’ Equity (Deficit) (Unaudited)
Nine months Ended March 31, 2026
| Accumulated |
||||||||||||||||||||||||||||||||
| Series B |
Additional |
Other |
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| Preferred Stock |
Common Stock |
Paid-In |
Accumulated |
Comprehensive |
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| Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Gain/Loss |
Total |
|||||||||||||||||||||||||
| Balance, June 30, 2025 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
| Stock issued for: |
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| Accrued compensation |
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| Employee stock plan |
||||||||||||||||||||||||||||||||
| Stock buyback |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
| Preferred Stock redemption |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
| Preferred Dividends-Declared |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Common Stock Dividends-Declared |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Net income |
- | - | ||||||||||||||||||||||||||||||
| Other comprehensive gain (loss) |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Balance, September 30, 2025 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
| Stock issued for: |
||||||||||||||||||||||||||||||||
| Accrued compensation |
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| Employee stock plan |
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| Stock buyback |
( |
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| Preferred Stock redemption |
( |
) | ( |
) | ( |
) | ( |
) | ( |
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| Preferred Dividends-Declared |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Common Stock Dividends-Declared |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Net income |
- | - | ||||||||||||||||||||||||||||||
| Other comprehensive loss |
- | - | ||||||||||||||||||||||||||||||
| Balance, December 31, 2025 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
| Stock issued for: |
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| Accrued compensation |
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| Employee stock plan |
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| Stock buyback |
( |
) | ( |
) | ( |
) | ( |
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| Preferred Stock redemption |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
| Preferred Dividends-Declared |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Common Stock Dividends-Declared |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Net income |
- | - | ||||||||||||||||||||||||||||||
| Other comprehensive loss |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Balance, March 31, 2026 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
Nine months Ended March 31, 2025
| Accumulated |
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| Series B |
Additional |
Other |
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| Preferred Stock |
Common Stock |
Paid-In |
Accumulated |
Comprehensive |
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| Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Gain/Loss |
Total |
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| Balance, June 30, 2024 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
| Stock issued for: |
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| Accrued compensation |
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| Employee stock plan |
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| Stock buyback |
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| Preferred Stock redemption |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
| Preferred Dividends-Declared |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Common Stock Dividends-Declared |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Net income |
- | - | ||||||||||||||||||||||||||||||
| Other comprehensive gain (loss) |
- | - | ||||||||||||||||||||||||||||||
| Balance, September 30, 2024 |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||||||
| Stock issued for: |
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| Accrued compensation |
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| Employee stock plan |
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| Stock buyback |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
| Exercise of warrants |
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| Preferred Stock redemption |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
| Preferred Dividends-Declared |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Common Stock Dividends-Declared |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Net income |
- | - | ||||||||||||||||||||||||||||||
| Other comprehensive loss |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Balance, December 31, 2024 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
| Stock issued for: |
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| Accrued compensation |
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| Employee stock plan |
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| Stock buyback |
- | - | ||||||||||||||||||||||||||||||
| Preferred Stock redemption |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
| Preferred Dividends-Declared |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Common Stock Dividends-Declared |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Net income |
- | - | ||||||||||||||||||||||||||||||
| Other comprehensive loss |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Balance, March 31, 2025 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
See accompanying notes to consolidated condensed financial statements.
REPOSITRAK, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
| NOTE 1. |
OVERVIEW OF OPERATIONS AND BASIS FOR PRESENTATION |
Overview
ReposiTrak, Inc., a Nevada corporation (“ReposiTrak”, “We”, “us”, “our” or the “Company”), is a Software-as-a-Service company (“SaaS”) which operates a business-to-business (“B2B”) e-commerce, compliance & traceability, and supply chain management platform that partners with retailers, wholesalers, distributors and their product suppliers to (a) help them manage specific programs, such as out-of-stock management and scan-based trading; (b) reduce risk in their supply chain by managing compliance documents and data; ensure compliance with new regulatory requirements supporting traceability; and (c) improve product ordering and forecasting in order to accelerate sales, control risks, and improve supply chain efficiencies.
The Company’s services are grouped in three application suites:
| 1. |
ReposiTrak Compliance Management (“Compliance”) solutions, which helps the Company’s customers vet suppliers and reduce a company’s potential regulatory, legal, and criminal risk from its supply chain partners by providing a way for them to ensure these suppliers are compliant with food safety regulations, such as the Food Safety Modernization Act of 2011 (“FSMA”); |
| 2. |
ReposiTrak Traceability Network (“Traceability” or “RTN”), which helps the Company’s customers comply with federal regulatory requirements of traceability and provides the lowest cost, easiest to use way to manage the capture and sharing of key data elements (“KDEs”) now required by Section 204d of FSMA 2011 as designated products move through the supply chain at each ‘event’ known as a ‘critical tracking event’ or “CTE”, which includes tracking from farm to shelf; and |
| 3. |
ReposiTrak Supply Chain Solutions (“Supply Chain”), which help the Company’s customers to more efficiently manage various interactions with their suppliers. In other words, it provides customers with greater flexibility in sourcing products by enabling them to choose new suppliers and integrate them into their supply chain faster and more cost effectively, and it helps them to manage these relationships more efficiently, enhancing revenue while lowering working capital, labor costs and reducing waste. |
The Company’s services are delivered though proprietary software products designed, developed, marketed and supported by the Company. These products provide visibility and facilitate improved business processes among all key constituents in the supply chain, starting with the retailer and moving backwards to suppliers and eventually to raw material providers.
The Company provides cloud-based applications and services that address e-commerce, supply chain, food safety, compliance and traceability activities. The principal customers for the Company’s products are household name multi-store food retail chains and restaurants including their suppliers, branded food manufacturers, food wholesalers and distributors, and other food service businesses.
The Company has a hub and spoke business model. The Company is typically engaged by retailers and wholesalers (“Hubs”), which in turn require their suppliers (“Spokes”) to utilize the Company’s services.
On December 21, 2023, the Company effected a change of its corporate name from Park City Group, Inc. to ReposiTrak, Inc. The Company is incorporated in the State of Nevada and has two principal subsidiaries: PC Group, Inc., a Utah corporation (
The Company’s principal executive offices are located at 5282 South Commerce Drive, Suite D292, Murray, Utah 84107. Its telephone number is (435) 645-2000. Its website address is www.repositrak.com.
Basis of Financial Statement Presentation
The interim financial information of the Company as of March 31, 2026 and for the three and nine months ended March 31, 2026 is unaudited, and the balance sheet as of June 30, 2025 is derived from audited financial statements. The accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") for interim financial statements. Accordingly, they omit or condense notes and certain other information normally included in financial statements prepared in accordance with U.S. GAAP. The accounting policies followed for quarterly financial reporting conform with the accounting policies disclosed in the Notes to Financial Statements included in our Annual Report on Form 10-K for the year ended June 30, 2025. In the opinion of management, all adjustments necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. The results of operations for the three and nine months ended March 31, 2026 are not necessarily indicative of the results that can be expected for the fiscal year ending June 30, 2026. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended June 30, 2025.
| NOTE 2. | SIGNIFICANT ACCOUNTING POLICIES |
Principles of Consolidation
The financial statements presented herein reflect the consolidated financial position of ReposiTrak, Inc. and our subsidiaries. All inter-company transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that materially affect the amounts reported in the consolidated financial statements. Actual results could differ from these estimates. The methods, estimates, and judgments the Company uses in applying its most critical accounting policies have a significant impact on the results it reports in its financial statements. The U.S. Securities and Exchange Commission (“SEC”) has defined the most critical accounting policies as those that are most important to the portrayal of the Company’s financial condition and results and require the Company to make its most difficult and subjective judgments, often because of the need to make estimates of matters that are inherently uncertain. Based on this definition, the Company’s most critical accounting policies include revenue recognition, goodwill, other long-lived asset valuations, income taxes, stock-based compensation, and capitalization of software development costs.
Revenue Recognition
The Company recognizes revenue upon the transfer of control of promised goods or services to customers in an amount that reflects the consideration it expects to be entitled to. The Company applies the five-step model under ASC 606 to all customer contracts and evaluates collectability based on customer creditworthiness and historical experience.
Disaggregation of Revenue
The Company disaggregates revenue into the following categories, which depict the nature, timing, and uncertainty of revenue and cash flows:
| ● | Platform and software-based solutions (SaaS/hosting): Subscription-based access to the Company’s platform and hosted software solutions |
| ● | Services: Primarily implementation, onboarding, consulting, and support services |
| ● | Transaction- and volume-based fees: Usage-based fees tied to customer activity levels or transaction volumes |
| ● | Software licenses: Arrangements providing customers with a right to use software |
These categories are consistent with how management evaluates financial performance and how revenue is presented in the financial statements.
Performance Obligations and Transaction Price
Contracts may include multiple performance obligations. The Company determines whether goods and services are distinct and allocates the transaction price to each performance obligation based on relative standalone selling prices (“SSP”). SSP is based on observable prices when available or estimated using a cost-plus-margin approach and is reassessed periodically. Variable consideration is estimated using either the expected value or most likely amount method, depending on which better predicts the amount of consideration to which the Company expects to be entitled. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur.
Timing of Revenue Recognition
Revenue is recognized either over time or at a point in time, depending on when control transfers:
| ● | Over time: |
| ● | Point in time: |
For arrangements involving software licenses with significant customization or integration, revenue is recognized over time as services are performed.
Measurement of Progress
For performance obligations satisfied over time, the Company recognizes revenue using methods that faithfully depict the transfer of control to the customer, including:
| ● | Output methods based on delivery of specified milestones or completed services; and |
| ● | Right-to-invoice practical expedient where invoicing corresponds directly with the value transferred. |
The Company has elected the practical expedient under ASC 606-10-55-18 to recognize revenue in the amount to which it has a right to invoice when that amount corresponds directly with the value transferred to the customer.
For fixed-price arrangements where invoicing does not reflect value delivered, revenue is recognized based on progress toward completion. Estimates of progress are updated as work is performed, and changes in estimates are recognized in the period identified. Expected losses on contracts are recognized immediately.
Maintenance and support revenue is generally recognized ratably over the contract term.
Principal vs. Agent Considerations
The Company evaluates whether it acts as a principal or an agent in transactions involving third-party goods or services. This determination is based on whether the Company controls the specified good or service before it is transferred to the customer.
Key factors considered include primary responsibility for fulfillment, inventory risk, and discretion in establishing pricing. When the Company acts as a principal, revenue is recorded on a gross basis; when acting as an agent, revenue is recorded on a net basis.
Contract Costs
Incremental costs of obtaining contracts, such as sales commissions, are capitalized when easily identifiable and recoverable. These costs are amortized on a systematic basis consistent with the transfer of the goods or services to which the asset relates. The Company applies a practical expedient to expense such costs as incurred when the amortization period is one year or less.
Contract Balances
The Company records contract assets when revenue is recognized in advance of invoicing and contract liabilities (deferred revenue) when consideration is received in advance of performance. These balances are presented separately on the Company’s balance sheet.
Payment Terms
Payment terms vary by contract but are generally due within 30 to 90 days of invoicing, consistent with industry practice. The Company’s invoicing terms are designed to provide customers with predictable billing arrangements and do not generally include significant financing components.
Significant Financing Component
The Company assesses whether contracts include a significant financing component. As a practical expedient, the Company does not assess financing components when the period between payment and transfer of goods or services is one year or less.
Remaining Performance Obligations
The Company applies the practical expedient under ASC 606 to not disclose remaining performance obligations for contracts with an original expected duration of one year or less and for variable consideration that is allocated entirely to wholly unsatisfied performance obligations.
Significant Judgments
The application of ASC 606 requires significant judgment, including:
| ● | Determining whether performance obligations are distinct |
| ● | Estimating standalone selling prices |
| ● | Estimating and constraining variable consideration |
| ● | Measuring progress toward satisfaction of performance obligations |
| ● | Evaluating principal versus agent considerations |
| ● | Determining whether arrangements represent software licenses or service-based (hosting/SaaS) solutions, including whether customers can take possession of the software and operate it independently |
Trade Accounts Receivable and Contract Balances
We classify our right to consideration in exchange for deliverables as either a receivable or a contract asset (unbilled receivable). A receivable is a right to consideration that is unconditional (i.e. only the passage of time is required before payment is due). For example, we recognize a receivable for revenue related to our transaction or volume-based contracts when earned regardless of whether amounts have been billed. We present such receivables in trade accounts receivable, net in our consolidated statements of financial position at their net estimated realizable value. We maintain an allowance for doubtful accounts to provide for the estimated amount of receivables that may not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables, judgment, and other applicable factors.
A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets are presented in current and other assets in our consolidated balance sheets and primarily relate to unbilled amounts on fixed-price contracts utilizing the output method of revenue recognition. The table below shows movements in contract assets:
| Contract | |||||
| assets | |||||
| Balance – June 30, 2025 | $ | ||||
| Revenue recognized during the period but not billed | |||||
| Amounts reclassified to accounts receivable | ( | ) | |||
| Other | ( | ) | |||
| Balance – March 31, 2026 | $ | (1) | |||
| (1) | Contract asset balances for March 31, 2026 include a current and a long-term contract asset of $ |
Our contract assets and liabilities are reported at the end of each reporting period. The difference between the opening and closing balances of our contract assets and deferred revenue primarily results from the timing difference between our performance obligations and the customer’s payment. We receive payments from customers based on the terms established in our contracts, which may vary generally by contract type.
The table below shows movements in the deferred revenue balances (current and noncurrent) for the period:
| Contract | ||||
| liability | ||||
| Balance – June 30, 2025 | $ | |||
| Amounts billed but not recognized as revenue | ||||
| Revenue recognized related to the opening balance of deferred revenue | ( | ) | ||
| Balance – March 31, 2026 | $ | |||
Our contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. The difference between the opening and closing balances of our contract assets and deferred revenue primarily results from the timing difference between our performance obligations and the customer’s payment. We receive payments from customers based on the terms established in our contracts, which may vary generally by contract type.
Notes Receivable
On March 17, 2026, PC Group, Inc. ("Lender") a subsidiary of the Company, entered into an Amended and Restated Senior Unsecured Promissory Note (the "Note") with SPAR Marketing Force, Inc. (the "Borrower"), pursuant to which the Borrower may obtain financing of up to $
Note Consideration
| ● | Maximum Principal: $ |
| ● | Amount Funded: $ |
| ● | Additional Availability: $ |
| ● | Interest Rate: |
| ● | Default Rate: |
| ● | Payment Terms: Monthly interest-only |
| ● | Maturity Date: |
| ● | Security: Unsecured |
Equity Consideration
In connection with the Note, the Borrower agreed to cause its parent, SPAR Group, Inc., to issue
Accounting for Equity Consideration
The Company expects that the equity consideration will be accounted for as an additional component of the overall return on the loan receivable. The Company will evaluate whether the equity represents a discount or other yield enhancement in accordance with ASC 835-30 and ASC 310-20, and will recognize such amount over the term of the Note using the effective interest method.
As the shares have not yet been issued, no amount has been recognized related to the equity consideration as of the reporting date.
Price Protection Provisions
The Note includes price protection provisions that may require the Borrower to make cash payments to the Company if:
| ● | Equity is issued below $ |
| ● | The market price of SPAR Group, Inc. common stock is below $ |
Aggregate payments are capped at $
Embedded Feature Evaluation
The Company has evaluated the price protection provisions and preliminarily concluded that such features are not clearly and closely related to the host loan receivable and therefore may require bifurcation as a derivative instrument under ASC 815. This conclusion is based on the fact that the provisions introduce variability in cash flows based on the equity pricing of SPAR Group, Inc., a third-party issuer, which is not clearly and closely related to a lending arrangement. The final determination is pending completion of the Company’s valuation analysis, which is dependent in part on the issuance and measurement of the related equity consideration.
Credit Risk and Consideration
The loan is unsecured and represents a concentration of credit risk with a single borrower. The Company’s ability to collect principal, interest, and any contingent consideration is dependent on the financial condition and operating performance of the Borrower. The Company monitors the Borrower’s financial condition on an ongoing basis; however, no collateral or other credit enhancements have been obtained to mitigate this risk.
Company Carrying Value
| (in thousands) | Amount |
| Note receivable | $ |
Disaggregation of Revenue
The table below presents disaggregated revenue from contracts with customers by contract-type. We believe this disaggregation best depicts the nature, amount, timing and uncertainty of our revenue and cash flows that may be affected by industry, market, and other economic factors:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| March 31, | March 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Recurring revenue – subscription and support services | $ | $ | $ | $ | ||||||||||||
| Non-recurring revenue – setup and training services | ||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
Earnings Per Share
Basic net income per share of our common stock, $
For the three and nine months ended March 31, 2026 and 2025, warrants to purchase shares of our Common Stock at an exercise price of $
The following table presents the components of the computation of basic and diluted earnings per share for the periods indicated:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| March 31, | March 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Numerator | ||||||||||||||||
| Net income applicable to common shareholders | $ | $ | $ | $ | ||||||||||||
| Denominator | ||||||||||||||||
| Weighted average common shares outstanding, basic | ||||||||||||||||
| Warrants to purchase Common Stock | ||||||||||||||||
| Weighted average common shares outstanding, diluted | ||||||||||||||||
| Net income per share | ||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||
| NOTE 3. | EQUITY |
| Weighted | ||||||||
| Average | ||||||||
| Grant Date | ||||||||
| Restricted | Fair Value | |||||||
| Restricted Stock Units | Stock Units | ($/share) | ||||||
| Outstanding at June 30, 2025 | $ | |||||||
| Granted | ||||||||
| Vested and issued | ( | ) | ||||||
| Forfeited | ||||||||
| Outstanding at March 31, 2026 | $ | |||||||
As of March 31, 2026, there were
As of March 31, 2026, there was approximately $
Warrants
Outstanding warrants were issued in connection with private placements of the Company’s Common Stock and with the restructuring of the Series B Preferred that occurred in March of 2018. The following table summarizes information about fixed stock warrants outstanding at March 31, 2026:
| Warrants Outstanding | Warrants Exercisable | |||||||||||||||||||||
| at March 31, 2026 | at March 31, 2026 | |||||||||||||||||||||
| Weighted | ||||||||||||||||||||||
| average | ||||||||||||||||||||||
| Range of | remaining | Weighted | Weighted | |||||||||||||||||||
| exercise | Number | contractual | average | Number | average | |||||||||||||||||
| prices | Outstanding | life (years) | exercise price | exercisable | exercise price | |||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||
| $ | $ | |||||||||||||||||||||
During the quarter ended March 31, 2026, the Company’s Board of Directors approved the modification to extend the expiration dates of the Company’s existing January 26, 2023 and February 5, 2023 warrants by an additional two years, co-terminating March 31, 2028. The exercise price of $
Preferred Stock
The Company’s articles of incorporation currently authorize the issuance of up to
Preferred Redemption
Section 5 of the Company’s Fourth Amended and Restated Certificate of Designation of the Relative Rights, Powers and Preferences of the Series B Preferred Stock, as amended (the “Series B COD”) and Section 4 of the First Amended and Restated Certificate of Designation of the Relative Rights, Powers and Preferences of the Series B-1 Preferred Stock, as amended (the "Series B-1 COD") provides the Company’s Board of Directors with the right to redeem any or all of the outstanding shares of the Company’s Series B Preferred or Series B-1 Preferred, respectively, for a cash payment of $
On August 29, 2023, the Board approved the redemption and retirement of its Series B Preferred and Series B-1 Preferred for their stated value, or $
The Company fully redeemed the Series B-1 Preferred during fiscal 2024. On December 9, 2024, the Company filed a Withdrawal of Certificate of Designation with the Secretary of State of the State of Nevada and terminated the designation of the Series B-1 Preferred.
During the nine months ended March 31, 2026,
| Series B Preferred | ||||||||||||||||
| Dollars | Remaining | |||||||||||||||
| Expended | Amount | |||||||||||||||
| Total | by Period | Available | ||||||||||||||
| Number of | under the | for Future | ||||||||||||||
| Shares | Price Paid | Preferred | Preferred | |||||||||||||
| Period (1) | Redeemed | Per Share | Redemption | Redemption | ||||||||||||
| July 1, 2024 – September 30, 2024: | $ | $ | $ | |||||||||||||
| October 1, 2024 – December 31, 2024: | $ | $ | $ | |||||||||||||
| January 1, 2025 – March 31, 2025: | $ | $ | $ | |||||||||||||
| April 1, 2025 – June 30, 2025: | $ | $ | $ | |||||||||||||
| Total | $ | $ | ||||||||||||||
| July 1, 2025 – September 30, 2025: | $ | $ | $ | |||||||||||||
| October 1, 2025 – December 31, 2025: | $ | $ | $ | |||||||||||||
| January 1, 2026 – March 31, 2026: | $ | $ | $ | |||||||||||||
| Total | $ | $ | ||||||||||||||
| (1) | We close our books and records on the last calendar day of each month to align our financial closing with our business processes. |
As of March 31, 2026, a total of
Share Repurchase Program
On May 9, 2019, our Board of Directors approved the repurchase of up to $
On March 17, 2020, the Board, given the extreme uncertainty due to COVID-19 at the time, suspended the Share Repurchase Program.
On May 18, 2021, our Board of Directors resumed its Share Repurchase Program, and increased the number of shares of Common Stock available to repurchase under the Share Repurchase Program by an additional $
On August 31, 2021, our Board of Directors approved a further increase to its Share Repurchase program to $
On May 10, 2022, our Board of Directors approved an increase of $
Since inception of the Share Repurchase Program through March 31, 2026 a total of $
The following table provides information about repurchases of our Common Stock registered pursuant to Section 12 of the Exchange Act, during the year ended June 30, 2025 and nine months ended March 31, 2026:
| Remaining | ||||||||||||||||
| Amount | ||||||||||||||||
| Available | ||||||||||||||||
| Dollars | for Future | |||||||||||||||
| Total | Expended | Share | ||||||||||||||
| Number | by Period | Repurchases | ||||||||||||||
| of Shares | Average | Under the | Under the | |||||||||||||
| Purchased | Price Paid | Plans or | Plans or | |||||||||||||
| Period (1) | by Period | Per Share | Programs | Programs | ||||||||||||
| Year Ended June 30, 2025: | ||||||||||||||||
| July 1, 2024 – September 30, 2024: | $ | $ | $ | |||||||||||||
| October 1, 2024 – December 31, 2024: | $ | $ | $ | |||||||||||||
| January 1, 2025 – March 31, 2025: | $ | $ | $ | |||||||||||||
| April 1, 2025 – June 30, 2025: | $ | $ | $ | |||||||||||||
| Nine Months Ended March 31, 2026: | ||||||||||||||||
| July 1, 2025 – September 30, 2025: | $ | $ | $ | |||||||||||||
| October 1, 2025 – December 31, 2025: | $ | $ | $ | |||||||||||||
| January 1, 2026 – March 31, 2026: | $ | $ | $ | |||||||||||||
| (1) | We close our books and records on the last calendar day of each month to align our financial closing with our business processes. |
| NOTE 4. | RELATED PARTY TRANSACTIONS |
During the nine months ended March 31, 2026, the Company continued to be a party to a service agreement (the “Service Agreement”) with Riverview Financial Corp ("Riverview"). Riverview was the sole shareholder of Fields Management, Inc. (“FMI”) which was merged into Riverview and Riverview became party to the Service Agreement by assumption of the Service Agreement. Riverview, like FMI prior to the merger, provided certain executive management services to the Company, including designating Randall K. Fields to perform the functions of President and Chief Executive Officer for the Company. Mr. Fields, Riverview’s designated executive, who also serves as the Company’s Chair of the Board of Directors, controls Riverview. During the nine months ended March 31, 2026 and 2025, the Company paid Riverview $
During the nine months ended March 31, 2026, the Company redeemed and retired and aggregate of $
Relationship with Borrower
The Company evaluated its relationship with SPAR Marketing Force, Inc. (the "Borrower") under ASC 850, Related Party Disclosures, and determined that the Borrower is not a related party, as it is not under common control with the Company and does not meet the criteria for significant influence.
| NOTE 5. |
RECENT ACCOUNTING PRONOUNCEMENTS |
In December 2023, the FASB issued ASU 2023-09 (ASC Topic 740), Improvements to Income Tax Disclosures. This ASU requires disaggregated income tax disclosures on the rate reconciliation and income taxes paid. The Company is required to adopt this guidance for its annual reporting in fiscal year 2026 on a prospective basis but has the option to apply it retrospectively. Early adoption is permitted. This standard is expected to impact the Company's disclosures and will not have an impact on its Condensed Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03 (ASC Subtopic 220-40), Disaggregation of Income Statement Expenses. The Company is required to disclose, in the notes to the financial statements, specified information about certain costs and expenses. The Company is required to adopt this guidance for its annual reporting in fiscal year 2028, and for interim period reporting beginning the first quarter of fiscal year 2029 on either a prospective or retrospective basis. Early adoption is permitted. This standard is expected to impact the Company's disclosures and will not have an impact on its Condensed Consolidated Financial Statements.
| NOTE 6. |
SEGMENT INFORMATION |
The Company operates as
| NOTE 7. |
SUBSEQUENT EVENTS |
In accordance with the Subsequent Events Topic of the FASB ASC 855, we have evaluated subsequent events through the filing date and determined that no subsequent events occurred that were reasonably expected to impact the consolidated condensed financial statements presented herein.
| NOTE 8. |
DERIVATIVE INSTRUMENTS |
Evaluation of Embedded Features
The Company evaluated the price protection provisions contained in the Note under ASC 815, Derivatives and Hedging. These provisions expose the Company to potential cash settlement based on equity pricing, which is not clearly and closely related to the host loan receivable.
Preliminary Conclusion
The Company has preliminarily concluded that the provisions may meet the definition of a derivative and may require bifurcation and separate accounting.
Expected Accounting Treatment
If the Company concludes that bifurcation is required, a derivative asset or liability will be recorded at fair value. Subsequent changes in fair value will be recognized in earnings.
Valuation Considerations
The fair value of any such derivative is expected to be determined using a valuation model incorporating significant unobservable inputs, including, expected term, risk-free interest rate, and the probability of triggering contingent payment provisions. Accordingly, any derivative instrument would be classified as a Level 3 fair value measurement under ASC 820. Due to the absence of observable market inputs, significant judgement will be required in estimating the fair value of any such derivative instrument.
| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements. The words or phrases “would be”, “will allow”, “intends to”, “will likely result”, “are expected to”, “will continue”, “is anticipated”, “estimate”, “project”, or similar expressions are intended to identify “forward-looking statements”. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties, including those risks factors contained in our June 30, 2025 Annual Report on Form 10-K, incorporated by reference herein. Statements made herein are as of the date of the filing of this Report with the Securities and Exchange Commission (“SEC”) and should not be relied upon as of any subsequent date. Unless otherwise required by applicable law, we do not undertake, and specifically disclaim any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.
Overview
ReposiTrak, Inc., a Nevada corporation (“ReposiTrak”, “We”, “us”, “our” or the “Company”) is a Software-as-a-Service (“SaaS”) which operates a business-to-business (“B2B”) e-commerce, compliance & traceability, and supply chain management platform that partners with retailers, wholesalers, distributors and their product suppliers to (a) help them manage specific programs, such as out-of-stock management and scan-based trading; (b) reduce risk in their supply chain by managing compliance documents and data; ensure compliance with new regulatory requirements supporting traceability; and (c) improve product ordering and forecasting in order to accelerate sales, control risks, and improve supply chain efficiencies.
The Company’s services are grouped in three application suites:
| 1. |
ReposiTrak Compliance Management (“Compliance”) solutions, which helps the Company’s customers vet suppliers and reduce a company’s potential regulatory, legal, and criminal risk from its supply chain partners by providing a way for them to ensure these suppliers are compliant with food safety regulations, such as the Food Safety Modernization Act of 2011 (“FSMA”); |
| 2. |
ReposiTrak Traceability Network (“Traceability” or “RTN”), which helps the Company’s customers comply with federal regulatory requirements of traceability and provides the lowest cost, easiest to use way to manage the capture and sharing of key data elements (“KDEs”) now required by Section 204d of FSMA 2011 as designated products move through the supply chain at each ‘event’ known as a ‘critical tracking event’ or “CTE”, which includes tracking from farm to shelf; and |
| 3. |
ReposiTrak Supply Chain Solutions (“Supply Chain”), which help the Company’s customers to more efficiently manage various interactions with their suppliers. In other words, it provides customers with greater flexibility in sourcing products by enabling them to choose new suppliers and integrate them into their supply chain faster and more cost effectively, and it helps them to manage these relationships more efficiently, enhancing revenue while lowering working capital, labor costs and reducing waste. |
The Company’s services are delivered though proprietary software products designed, developed, marketed and supported by the Company. These products provide visibility and facilitate improved business processes among all key constituents in the supply chain, starting with the retailer and moving backwards to suppliers and eventually to raw material providers.
The Company provides cloud-based applications and services that address e-commerce, supply chain, food safety, compliance and traceability activities. The principal customers for the Company’s products are household name multi-store food retail chains and restaurants including their suppliers, branded food manufacturers, food wholesalers and distributors, and other food service businesses.
The Company has a hub and spoke business model. The Company is typically engaged by retailers and wholesalers (“Hubs”), which in turn require their suppliers (“Spokes”) to utilize the Company’s services.
On December 21, 2023, the Company effected a change of its corporate name from Park City Group, Inc. to ReposiTrak, Inc. The Company is incorporated in the State of Nevada and has two principal subsidiaries: PC Group, Inc., a Utah corporation (98.76% owned) (“PCG Utah”), and Park City Group, Inc., a Delaware corporation (100% owned) (“PCG Delaware” and together with PCG Utah, the “Subsidiaries”). All intercompany transactions and balances have been eliminated in the Company’s consolidated financial statements, which contain the Company’s results from operations. The Company has no business operations separate from the operations conducted through its Subsidiaries.
The Company’s principal executive offices are located at 5282 South Commerce Drive, Suite D292, Murray, Utah 84107. Its telephone number is (435) 645-2000. Its website address is www.repositrak.com.
Recent Developments
Dividend Payment
On March 20, 2026, The Company's Board of Directors declared a quarterly cash dividend of $0.02 per share ($0.08 per year), payable on or about May 15, 2026 to shareholders of record as of March 31, 2026. Based on the closing prices on March 31, 2026, this represented an annual dividend yield of approximately 1.05%. Subsequent dividends will be paid within 45 days of each fiscal quarter end.
Federal Regulation & Traceability: FSMA 204(d) and USDA SOE
In 2020, the United States Food and Drug Administration (“FDA”) announced the “New Era of Smarter Food Safety” blueprint, outlining objectives to enhance traceability, strengthen predictive analytics, accelerate outbreak response, address evolving business models, reduce food contamination, and promote a more robust food safety culture.
In November 2022, the FDA issued the final rule under the Food Safety Modernization Act Section 204(d) (“FSMA 204”) relating to traceability for high-risk foods. The rule became effective on January 20, 2023, and applies broadly to entities that manufacture, process, pack, or hold foods designated on the FDA’s Food Traceability List (“FTL”). The FTL encompasses 16 food categories, representing thousands of products commonly distributed across grocery, convenience, and foodservice channels.
FSMA 204 requires impacted entities to establish traceability programs capable of capturing, creating, maintaining, and sharing specified Key Data Elements (“KDEs”) at defined Critical Tracking Events (“CTEs”) throughout the supply chain. These records must be retained for a minimum of two years and be retrievable within 24 hours upon request by the FDA. Compliance necessitates the management of substantial volumes of supply chain data across a highly fragmented network of more than one million facilities.
In March 2025, the FDA extended the compliance deadline for FSMA 204 by 30 months to July 20, 2028. Despite this extension, adoption of traceability solutions continues to accelerate due to commercial and competitive pressures. Several major retailers have announced traceability requirements that exceed the scope of FSMA 204, including requirements for additional data elements, application across all food categories (not limited to the FTL), and implementation timelines preceding FDA enforcement.
While the FTL currently defines the regulatory scope, the FDA has indicated that it views these requirements as foundational and encourages broader, industry-wide adoption. Early indicators suggest the industry is moving toward comprehensive traceability across all food products.
Traceability is fundamentally a supply chain data management challenge, which aligns with the Company’s core competencies. The Company has developed the ReposiTrak Traceability Network (“RTN”), a scalable, cloud-based solution designed to facilitate compliant traceability through low-cost, rapid deployment across supplier, distributor, and retailer networks. The RTN connects thousands of supply chain participants and is designed to support end-to-end traceability, improve recall responsiveness, and enhance food safety outcomes.
Patent-Pending Technology
The Company has developed proprietary, patent-pending technologies designed to address critical challenges associated with large-scale traceability data management. These innovations focus on (i) the automated detection and correction of errors in supply chain traceability data and (ii) the generation of compliant traceability records without reliance on case-level scanning or probabilistic methods.
The first patent-pending technology relates to the use of advanced algorithms and machine learning techniques to identify inconsistencies, omissions, and inaccuracies within traceability datasets and to automatically correct such errors in real time. This capability is intended to materially improve data integrity, reduce manual intervention, and increase confidence in compliance with regulatory requirements.
The second patent-pending technology relates to the Company’s ability to generate end-to-end traceability records across distribution environments without requiring physical scanning of individual cases. This approach leverages system-level data integration and validation techniques to create compliant Key Data Element records at each Critical Tracking Event, enabling scalable deployment in high-volume distribution operations.
These patent-pending innovations are integral to the Company’s traceability platform and are designed to enhance scalability, reduce implementation complexity, and differentiate the Company’s offering in a rapidly evolving regulatory and commercial environment.
Results of Operations
Comparison of the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025.
Revenue
| Fiscal Quarter Ended |
||||||||||||||||
| March 31, |
Variance |
|||||||||||||||
| 2026 |
2025 |
Dollars |
Percent |
|||||||||||||
| Revenue |
$ | 5,883,198 | $ | 5,913,732 | $ | (30,534 | ) | (1 | )% | |||||||
Revenue was $5,883,198 and $5,913,732 for the three months ended March 31, 2026 and 2025, respectively, a 1% decrease year-over-year. The decrease in revenue was due to the timing of a large increase in onboarding fees that occurred in fiscal 2025 that did not occur in the same period of fiscal 2026 offset partially by growth in all lines of business.
Although no assurances can be given, we continue to focus our sales efforts on marketing our software services on a recurring subscription basis and placing less emphasis on transactional revenue. However, we believe there will continue to be an insignificant percentage of customers that will, from time to time, require buying a particular service outright (i.e., a license). We have and will continue to deemphasize non-recurring transactional revenue when we are able.
Cost of Services and Product Support
| Fiscal Quarter Ended |
||||||||||||||||
| March 31, |
Variance |
|||||||||||||||
| 2026 |
2025 |
Dollars |
Percent |
|||||||||||||
| Cost of services and product support |
$ | 803,353 | $ | 911,693 | $ | (108,340 | ) | (12 | )% | |||||||
| Percent of total revenue |
14 | % | 15 | % | ||||||||||||
Cost of services and product support was $803,353 and $911,693 for the three months ended March 31, 2026 and 2025, respectively, a 12% decrease. This $108,340 decrease is primarily the result of certain development costs to be capitalized as part of significant enhancements being developed to our current platform of services as well as several new software programs to be released at a future date. The demand in traceability has required additional development of software used on the ReposiTrak platform in order to accurately meet the complex requirements of FSMA 204 in addition to further accelerate the systematic onboarding of customers with little if any human intervention.
Sales and Marketing Expense
| Fiscal Quarter Ended |
||||||||||||||||
| March 31, |
Variance |
|||||||||||||||
| 2026 |
2025 |
Dollars |
Percent |
|||||||||||||
| Sales and marketing |
$ | 1,356,865 | $ | 1,408,861 | $ | (51,996 | ) | (4 | )% | |||||||
| Percent of total revenue |
23 | % | 24 | % | ||||||||||||
Sales and marketing expense was $1,356,865 and $1,408,861 for the three months ended March 31, 2026 and 2025, respectively, a 4% decrease. The decrease in sales and marketing expense was primarily the result of lower sales commissions in the fiscal quarter compared to the same period in the prior year and a decrease in headcount of marketing and marketing support personnel. We believe marketing spending, excluding commissions and other variable costs due to sales volumes, will flatten over time as awareness of the traceability regulatory deadline approaches and the industry continues to mandate early adoption.
General and Administrative Expense
| Fiscal Quarter Ended |
||||||||||||||||
| March 31, |
Variance |
|||||||||||||||
| 2026 |
2025 |
Dollars |
Percent |
|||||||||||||
| General and administrative |
$ | 1,376,346 | $ | 1,455,602 | $ | (79,256 | ) | (5 | )% | |||||||
| Percent of total revenue |
23 | % | 25 | % | ||||||||||||
General and administrative expense was $1,376,346 and $1,455,602 for the three months ended March 31, 2026 and 2025, respectively, a 5% decrease. The decrease in general and administrative expense was due to reduction of administrative headcount and associated costs, timing of renewal fees, lower stock compensation costs, and lower lease costs.
Depreciation and Amortization Expense
| Fiscal Quarter Ended |
||||||||||||||||
| March 31, |
Variance |
|||||||||||||||
| 2026 |
2025 |
Dollars |
Percent |
|||||||||||||
| Depreciation and amortization |
$ | 95,414 | $ | 328,723 | $ | (233,309 | ) | (71 | )% | |||||||
| Percent of total revenue |
2 | % | 6 | % | ||||||||||||
Depreciation and amortization expense was $95,414 and $328,723 for the three months ended March 31, 2026 and 2025, respectively, a decrease of 71%. The decrease was due to certain leased assets obtained with financing arrangements becoming fully amortized.
Other Income and Expense
| Fiscal Quarter Ended |
||||||||||||||||
| March 31, |
Variance |
|||||||||||||||
| 2026 |
2025 |
Dollars |
Percent |
|||||||||||||
| Net other income (expense) |
$ | 184,415 | $ | 306,866 | $ | (122,451 | ) | (40 | )% | |||||||
| Percent of total revenue |
3 | % | 5 | % | ||||||||||||
Net other income was $184,415 for the three months ended March 31, 2026, compared to net other income of $306,866 for the three months ended March 31, 2025. Other income decreased due to unrealized losses on certain investments offset by an increase in interest income attributable to earnings on fixed income instruments as a result in higher cash balances. In September 2024, the Federal Reserve began cutting interest rates, which reductions make it unlikely the Company will be able to maintain the same interest income on its existing cash balances without taking additional credit risk or increasing the total amount of cash held for investment.
Preferred Dividends
| Fiscal Quarter Ended |
||||||||||||||||
| March 31, |
Variance |
|||||||||||||||
| 2026 |
2025 |
Dollars |
Percent |
|||||||||||||
| Preferred dividends |
$ | 34,285 | $ | 85,725 | $ | (51,440 | ) | (60 | )% | |||||||
| Percent of total revenue |
1 | % | 1 | % | ||||||||||||
Preferred dividends accrued on the Company’s Preferred Stock was $34,285 for the three months ended March 31, 2026 and $85,725 for the three months ended March 31, 2025. Dividends decreased due to the redemption and retirement of Preferred Stock since the inception of the redemption plan that commenced in fiscal 2024. Although no assurances can be given, the Company announced that it intends to redeem all of the Series B and B-1 Preferred on or before December 2026. Since inception, a total of 676,912 shares of Preferred Stock, including Series B and Series B-1 Preferred, at the redemption price of $10.70 per share, have been redeemed for a total of 7,242,958. The Company fully redeemed the Series B-1 Preferred during fiscal 2024. There is a total of $1.72 million of Series B Preferred remaining to be redeemed.
Comparison of the Nine Months Ended March 31, 2026 to the Nine Months Ended March 31, 2025.
Revenue
| Nine Months Ended |
||||||||||||||||
| March 31, |
Variance |
|||||||||||||||
| 2026 |
2025 |
Dollars |
Percent |
|||||||||||||
| Revenue |
$ | 17,711,476 | $ | 16,845,782 | $ | 865,694 | 5 | % | ||||||||
Revenue was $17,711,476 and $16,845,782 for the nine months ended March 31, 2026 and 2025, respectively, a 5% increase year-over-year. The increase in revenue was due to growth in recurring subscription revenue in all lines of business. These include compliance, supply chain and traceability. Growth in traceability is the result of growing industry and consumer response to food contaminations and food safety hazards, whether biological, chemical, physical, or allergenic. The risks have elevated regulatory requirements, documentation requisites, and principally has resulted in tighter mandates from the retailers to its suppliers. As more and more retailers, wholesalers and distributors mandate their requirements to suppliers, the Company continues to see a corresponding rise in demand for its services.
Although no assurances can be given, we continue to focus our sales efforts on marketing our software services on a recurring subscription basis and placing less emphasis on transactional revenue. However, we believe there will continue to be an insignificant percentage of customers that will, from time to time, require buying a particular service outright (i.e., a license). We have and will continue to deemphasize non-recurring transactional revenue when we are able.
Cost of Services and Product Support
| Nine Months Ended |
||||||||||||||||
| March 31, |
Variance |
|||||||||||||||
| 2026 |
2025 |
Dollars |
Percent |
|||||||||||||
| Cost of services and product support |
$ | 2,511,249 | $ | 2,773,468 | $ | (262,219 | ) | (9 | )% | |||||||
| Percent of total revenue |
14 | % | 16 | % | ||||||||||||
Cost of services and product support was $2,511,249 and $2,773,468 for the nine months ended March 31, 2026 and 2025, respectively, a 9% decrease. This $262,219 decrease is primarily the result of certain development costs capitalized as part of significant enhancements being developed to our current platform of services as well as several new software programs to be released at a future date. The demand in traceability has required additional development of software used on the ReposiTrak platform in order to accurately meet the complex requirements of FSMA 204 in addition to further accelerate the systematic onboarding of customers with little if any human intervention.
Sales and Marketing Expense
| Nine Months Ended |
||||||||||||||||
| March 31, |
Variance |
|||||||||||||||
| 2026 |
2025 |
Dollars |
Percent |
|||||||||||||
| Sales and marketing |
$ | 4,458,676 | $ | 4,392,997 | $ | 65,679 | 1 | % | ||||||||
| Percent of total revenue |
25 | % | 26 | % | ||||||||||||
Sales and marketing expense was $4,458,676 and $4,392,997 for the nine months ended March 31, 2026 and 2025, respectively, a 1% increase. The increase in sales and marketing expense was primarily the result of higher sales commissions, travel expense, and investment in marketing for our suite of services. The increase in sales and marketing expense resulted from increased commissions paid due to higher sales and FSMA 204 traceability awareness marketing. We believe the uptick in marketing spending, excluding commissions and other variable costs due to higher sales, will flatten as awareness of the traceability regulatory deadline approaches and the industry continues to mandate early adoption.
General and Administrative Expense
| Nine Months Ended |
||||||||||||||||
| March 31, |
Variance |
|||||||||||||||
| 2026 |
2025 |
Dollars |
Percent |
|||||||||||||
| General and administrative |
$ | 4,216,435 | $ | 4,124,706 | $ | 91,729 | 2 | % | ||||||||
| Percent of total revenue |
24 | % | 24 | % | ||||||||||||
General and administrative expense was $4,216,435 and $4,124,706 for the nine months ended March 31, 2026 and 2025, respectively, a 2% increase. The increase in general and administrative expense was primarily due to higher employee benefit costs, general liability insurance, increases in D&O insurance due to a higher market cap, and higher payroll taxes due to an increase in commissions and other benefit programs.
Depreciation and Amortization Expense
| Nine Months Ended |
||||||||||||||||
| March 31, |
Variance |
|||||||||||||||
| 2026 |
2025 |
Dollars |
Percent |
|||||||||||||
| Depreciation and amortization |
$ | 563,090 | $ | 913,646 | $ | (350,556 | ) | (38 | )% | |||||||
| Percent of total revenue |
3 | % | 5 | % | ||||||||||||
Depreciation and amortization expense was $563,090 and $913,646 for the nine months ended March 31, 2026 and 2025, respectively, a decrease of 38%. The decrease was due to certain leased assets obtained with financing arrangements becoming fully amortized.
Other Income and Expense
| Nine Months Ended |
||||||||||||||||
| March 31, |
Variance |
|||||||||||||||
| 2026 |
2025 |
Dollars |
Percent |
|||||||||||||
| Net other income (expense) |
$ | 879,177 | $ | 993,094 | $ | (113,917 | ) | (11 | )% | |||||||
| Percent of total revenue |
5 | % | 6 | % | ||||||||||||
Net other income was $879,177 for the nine months ended March 31, 2026, compared to net other income of $993,094 for the nine months ended March 31, 2025. Other income decreased due to an decrease in interest income attributable to earnings on fixed income instruments as a result in declining interest rates. In September 2024, the Federal Reserve began cutting interest rates, which reductions make it unlikely the Company will be able to maintain the same interest income on its existing cash balances without taking additional credit risk or increasing the total amount of cash held for investment.
Preferred Dividends
| Nine Months Ended |
||||||||||||||||
| March 31, |
Variance |
|||||||||||||||
| 2026 |
2025 |
Dollars |
Percent |
|||||||||||||
| Preferred dividends |
$ | 139,653 | $ | 289,223 | $ | (149,570 | ) | (52 | )% | |||||||
| Percent of total revenue |
1 | % | 2 | % | ||||||||||||
Preferred dividends accrued on the Company’s Preferred Stock was $139,653 for the nine months ended March 31, 2026 and $289,223 for the nine months ended March 31, 2025. Dividends decreased due to the redemption and retirement of Preferred Stock since the inception of the redemption plan that commenced in fiscal 2024. Although no assurances can be given, the Company announced that it intends to redeem all of the Series B and B-1 Preferred on or before December 2026. Since inception, a total of 676,912 shares of Preferred Stock, including Series B and Series B-1 Preferred, at the redemption price of $10.70 per share, have been redeemed for a total of $7,242,958. The Company fully redeemed the Series B-1 Preferred during fiscal 2024. There is a total of $1.72 million of Series B Preferred remaining to be redeemed.
Financial Position, Liquidity and Capital Resources
We believe that our existing cash and short-term investments, together with funds generated from operations, are sufficient to fund operating and investment requirements for at least the next twelve months. Our future capital requirements will depend on many factors, including macroeconomic conditions, our rate of revenue growth, sales and marketing activities, the timing and extent of spending required for research and development efforts and the continuing market acceptance of our products and services.
| As of |
Variance |
|||||||||||||||
| March 31, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
Dollars |
Percent |
|||||||||||||
| Cash and cash equivalents |
$ | 26,409,558 | $ | 28,568,805 | $ | (2,159,247 | ) | (8 | )% | |||||||
We have historically funded our operations with cash from operations, equity financings, and borrowings from our existing line of credit with U.S. Bank N.A. (the “Bank”), which was revised on October 6, 2021, and again in 2022. In March 2024, given our strong financial position, we terminated the credit facility with the Bank.
Cash and cash equivalents was $26,409,558 and $28,568,805 at March 31, 2026 and June 30, 2025, respectively. This $2,159,247 decrease is primarily the result of a note receivable issued to SPAR Marketing offset by higher revenue and the corresponding cash receipts.
Net Cash Flows from Operating Activities
| Nine Months Ended |
||||||||||||||||
| March 31, |
Variance |
|||||||||||||||
| 2026 |
2025 |
Dollars |
Percent |
|||||||||||||
| Cash provided by operating activities |
$ | 5,860,138 | $ | 6,763,371 | $ | (903,233 | ) | (13 | )% | |||||||
Net cash provided by operating activities is summarized as follows:
| Nine Months Ended |
||||||||
| March 31, |
||||||||
| 2026 |
2025 |
|||||||
| Net income |
$ | 5,491,204 | $ | 5,182,023 | ||||
| Noncash expense and income, net |
1,565,159 | 1,713,283 | ||||||
| Net changes in operating assets and liabilities |
(1,196,225 | ) | (131,935 | ) | ||||
| $ | 5,860,138 | $ | 6,763,371 | |||||
Net cash provided by operating activities for the nine months ended March 31, 2026 was $5,860,138 compared to net cash provided by operating activities of $6,763,371 for the nine months ended March 31, 2025. Net cash provided by operating activities decreased 13% due principally to an increase in accounts receivable due to longer term contracts and an increase in prepaid expense and other assets. Noncash expense in the quarter decreased by $148,124 in the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025 as a result of lower depreciation and amortization expenses partially offset by an increase in additional bad debt expense and stock compensation expense.
Net Cash Flows from Investing Activities
| Nine Months Ended |
||||||||||||||||
| March 31, |
Variance |
|||||||||||||||
| 2026 |
2025 |
Dollars |
Percent |
|||||||||||||
| Cash provided by (used in) investing activities |
$ | (3,051,666 | ) | $ | 6,315 | $ | (3,057,981 | ) | 48,424 | % | ||||||
Net cash used in investing activities for the nine months ended March 31, 2026 was $3,051,666 compared to net cash provided by investing activities of $6,315 for the nine months ended March 31, 2025. This decrease in cash provided by investing activities for the nine months ended March 31, 2026 was due the issuance of notes receivable and the purchase of fixed assets and certain marketable securities.
Net Cash Flows from Financing Activities
| Nine Months Ended |
||||||||||||||||
| March 31, |
Variance |
|||||||||||||||
| 2026 |
2025 |
Dollars |
Percent |
|||||||||||||
| Cash used in financing activities |
$ | (4,967,719 | ) | $ | (3,789,227 | ) | $ | 1,178,492 | 31 | % | ||||||
Net cash used in financing activities totaled $4,967,719 for the nine months ended March 31, 2026, compared to cash used in financing activities of $3,789,227 for the nine months ended March 31, 2025. The increase in net cash used in financing activities is due to an increase in our buyback of Common Stock partially offset by a decrease in the redemption of Preferred Stock during the period.
Liquidity and Working Capital
At March 31, 2026, the Company had positive working capital of $26,336,048 as compared with positive working capital of $28,154,682 at June 30, 2025. This $1,818,634 decrease in working capital is primarily due to the issuance of notes receivable, an increase in accrued liabilities and deferred revenue offset by an increase in prepaid expense, other current assets, and accounts receivables. Cash and cash equivalents also decreased due to the issuance of notes receivable offset by an increase in cash receipts from customers in all lines of business.
| As of |
As of |
Variance |
||||||||||||||
| March 31, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
Dollars |
Percent |
|||||||||||||
| Current assets |
$ | 33,102,985 | $ | 33,685,800 | $ | (582,815 | ) | (2 | )% | |||||||
Current assets totaled $33,102,985 as of March 31, 2026, as compared to $33,685,800 as of June 30, 2025. The decrease in current assets is primarily attributable to the decrease in cash and cash equivalents and increases in accounts receivable and prepaid expenses and other current assets.
| As of |
As of |
Variance |
||||||||||||||
| March 31, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
Change |
Percent |
|||||||||||||
| Current liabilities |
$ | 6,766,937 | $ | 5,531,118 | $ | 1,235,819 | 22 | % | ||||||||
| Current ratio |
4.89 | 6.09 | ||||||||||||||
Current liabilities totaled $6,766,937 as of March 31, 2026 as compared to $5,531,118 as of June 30, 2025. The increase in current liabilities is primarily attributable to the increase in accrued liabilities and deferred revenue offset partially by the decrease in accounts payable and notes payable. As of March 31, 2026, the Company had zero bank debt.
On October 6, 2021, the Company and the Bank executed a Revolving Credit Agreement (the "Revolving Credit Agreement”) and accompanying addendum (the "Addendum"), and Stand-Alone Revolving Note (the "Note" and collectively with the Revolving Credit Agreement and Addendum, the "Credit Agreement"), with an effective date of September 30, 2021. The Credit Agreement replaced the Company’s prior $6.0 million Revolving Credit Agreement and Stand-Alone Revolving Note between the Company and the Bank, as amended and revised on January 9, 2019, and provided the Company with a $10.0 million revolving line of credit that matured on March 31, 2023. The Credit Agreement contained customary affirmative and negative covenants and conditions to borrowing, as well as customary events of default. Among other things, the Company must maintain liquid assets equal to $12 million and maintain a Senior Funded Debt (as defined in the Credit Agreement) to EBITDA Ratio (as defined in the Credit Agreement) of not more than 3:1.
On April 28, 2023, the Company and the Bank executed an amendment to the Credit Agreement (the “Amendment”), with an effective date of March 31, 2023. The Amendment sets forth that (1) the Company will increase its liquidity requirement from $10 million to $12 million, which the Company currently maintains over $22 million in cash and a current ratio of over 6:1, and (2) draws on the facility accrue interest at the annual rate, equal to 1.75% plus the one-month SOFR rate, instead of the previous LIBOR rate. As of March 31, 2024, the balance of the facility was zero. The Company had zero bank debt at March 31, 2026.
On March 15, 2024, given its strong financial position, the Company chose not to renew the Revolving Credit Agreement. There were no amounts due at the time of renewal.
While no assurances can be given, management currently believes that the Company will continue to increase its cash flow from operations and its working capital position in subsequent periods. The Company’s increase in anticipated cash flow from operations and working capital position is expected to be offset by the use of cash required to fund:
| 1. |
Quarterly Cash Dividends: In September 2022, the Company's Board of Directors first declared a quarterly cash dividend of $0.015 per share ($0.06 per year). In November 2023, the Board approved a 10% increase in the quarterly cash dividend, to $0.066 cents per share annually, or $0.0165 cents per share quarterly, commencing with the December 2023 dividend. In September 2024, the Board again declared a 10% increase in the quarterly dividend of $0.01815 per quarter ($0.0726 per share annually) to shareholders of record on December 31, 2024 payable on or about February 14, 2025. In June 2025, the Board declared a 10% increase in the quarterly dividend to shareholders of record as of September 30, 2025, or a dividend of $0.01 per quarter ($0.08 annually), payable on or about November 14, 2025. This represents the third 10% increase in the Company's dividend since the dividend was established in September 2022. Subsequent dividends will be paid within 45 days of each fiscal quarter end. |
| 2. |
Preferred Stock Redemptions: Since inception, a total of 676,912 shares of Preferred Stock, including Series B and Series B-1 Preferred, have been redeemed at the redemption price of $10.70 per share for a total of $7,242,959. The Company fully redeemed the Series B-1 Preferred during fiscal 2024. There is a total of $1.72 million of Series B Preferred remaining to be redeemed. |
On March 17, 2026, the Company, through its subsidiary PC Group Inc., entered into a financing arrangement with SPAR Marketing Force, Inc. providing up to $4.0 million of funding, of which $3.0 million has been advanced. The arrangement provides for interest income at 8.0% and includes additional return components in the form of equity consideration and contingent price protection provisions. These features may increase the effective yield on the loan but also introduce variability in expected returns and earnings due to potential fair value adjustments and contingent cash flows. As a result, the Company's future results of operations may be impacted by changes in the market price of SPAR Group, Inc. common stock and the timing and issuance of equity consideration.
The Company is currently evaluating the accounting treatment of these features, including potential derivative accounting. The ultimate impact on earnings may vary based on future equity pricing and market conditions. The loan is unsecured, and the Company is exposed to credit risk associated with the Borrower's financial condition.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenue, and results of operation, liquidity or capital expenditures.
Contractual Obligations
Total contractual obligations and commercial commitments as of March 31, 2026 are summarized in the following table:
| Financing |
||||
| Leases |
||||
| Less than 1 Year |
$ | 248,478 | ||
| 1-3 Years |
116,949 | |||
| Total lease payments |
365,427 | |||
| Less imputed interest |
(15,965 | ) | ||
| Total |
$ | 349,462 | ||
Critical Accounting Policies
This Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the Company’s financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles.
We commenced operations in the software development and professional services business during 1990. The preparation of our financial statements requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expense during the reporting period. On an ongoing basis, management evaluates its estimates and assumptions. Management bases its estimates and judgments on historical experience of operations and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Management believes the following critical accounting policies, among others, will affect its more significant judgments and estimates used in the preparation of our consolidated financial statements.
Income Taxes
In determining the carrying value of the Company’s net deferred income tax assets, the Company must assess the likelihood of sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions, to realize the benefit of these assets. If these estimates and assumptions change in the future, the Company may record a reduction in the valuation allowance, resulting in an income tax benefit in the Company’s statements of operations. Management evaluates quarterly whether to realize the deferred income tax assets and assesses the valuation allowance.
Goodwill and Other Long-Lived Asset Valuations
Goodwill is assigned to specific reporting units and is reviewed for possible impairment at least annually or upon the occurrence of an event or when circumstances indicate that a reporting unit’s carrying amount is greater than its fair value. Management reviews the long-lived tangible and intangible assets for impairment when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Management evaluates, at each balance sheet date, whether events and circumstances have occurred which indicate possible impairment.
The carrying value of a long-lived asset is considered impaired when the anticipated cumulative undiscounted cash flows of the related asset or group of assets is less than the carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the estimated fair market value of the long-lived asset. Economic useful lives of long-lived assets are assessed and adjusted as circumstances dictate.
Revenue Recognition
Effective July 1, 2018, the Company adopted the Financial Accounting Standards Board’s Accounting Standards Update 2014-09: Revenue from Contracts with Customers (Topic 606), and its related amendments (“ASU 2014-09”). ASU 2014-09 provides a unified model to determine when and how revenue is recognized and enhances certain disclosure around the nature, timing, amount and uncertainty of revenue and cash flows arising from customers.
ASU 2014-09 represents a change in the accounting model utilized for the recognition of revenue and certain expense arising from contracts with customers. The Company adopted ASU 2014-09 using a “modified retrospective” approach and, accordingly, revenue and expense totals for all periods before July 1, 2018 reflect those previously reported under the prior accounting model and have not been restated.
See Note 2 to our Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Report for a full description of the impact of the adoption of new accounting standards on our financial statements. Following the adoption of this guidance, the revenue recognition for our sales arrangements remained materially consistent with our historical practice and there have been no material changes to our critical accounting policies and estimates as compared to our critical accounting policies and estimates included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
Share-Based Compensation
The Company accounts for its share-based compensation to employees and non-employees in accordance with FASB ASC 718, Compensation – Stock Compensation. Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service or vesting period.
Leases
Effective July 1, 2019, the Company adopted the requirements of Accounting Standards Update No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"). All amounts and disclosures set forth in this Report have been updated to comply with this new standard with results for reporting periods beginning after July 1, 2019 presented under ASU 2016-02, while prior period amounts and disclosures are not adjusted and continue to be reported under the accounting standards in effect for the prior period.
Available-for-Sale Debt Investments
We classify our investments in fixed income securities as available-for-sale debt investments. Our available-for-sale debt investments primarily consist of U.S. government, U.S. government agency, non-U.S. government and agency, corporate debt, U.S. agency mortgage-backed securities, commercial paper and certificates of deposit. These available-for-sale debt investments are primarily held in the custody of a major financial institution. A specific identification method is used to determine the cost basis of available-for-sale debt investments sold. These investments are recorded in the Consolidated Balance Sheets at fair value. Unrealized gains and losses on these investments are included as a separate component of accumulated other comprehensive income (“AOCI”). We classify our investments as current based on the nature of the investments and their availability for use in current operations.
Investments in debt and equity securities can be classified in three categories depending on the nature, timing and intent of the investment. As noted in ASC 320-10-25, each debt security acquired must be classified in one of the following three categories at the time of the purchase:
| 1. |
Trade Securities – investments purchased with the intent of selling for an immediate profit. Trading securities are bought and held principally for the purpose of selling them in the near term and therefore held for only a short period of time. If the debt security is expected to be sold within hours or days, the security should be classified as a trading security. Trading securities generally reflect active and frequent buying and selling, with the objective of generating profits on short-term differences in price. |
| 2. |
Held-to-maturity – investments purchased with the positive intent and ability to hold the security to maturity. If a reporting entity’s intention is uncertain whether they will hold or can hold the security to maturity, then the security should be classified as available-for-sale and not classified as held-to-maturity. |
| 3. |
Available-for-Sale – investments in debt securities not classified as trading securities or as held-to-maturity securities. These investments are purchased with the intent of selling before the debt security reaches its maturity date, while at the same time, the intent isn’t to sell it for an immediate profit based on short-term differences in price. |
The Company’s intention with purchasing publicly traded debt securities is not to be actively trading and managing the investments on a day-to-day basis to attempt to generate profits on short-term price differences; therefore, the Company will not classify its investment in debt securities as trading securities. The Company also is not intending to hold the investments until the investments mature. Instead, the intention is to invest excess cash in debt securities that will earn a greater rate of return than what a savings or money market account will pay. The Company views these investments as available to support operations, if needed, which creates uncertainty of whether the Company can hold the investments to maturity. Therefore, the investments would not qualify as held-to-maturity investments. Therefore, since the investments are neither trading securities, nor held-to-maturity per the definitions identified in ASC 320-10-25-1, the Company will classify its investments in individual corporate bonds or bond funds as an available-for-sale (“AFS”) investment.
Because the Company views these debt securities as available to support current operations, the Company will account for these debt securities as available-for-sale and classify them as current assets on its consolidated balance sheet within the cash line item. The Company will classify marketable securities regardless of maturity as cash based upon the Company’s ability and intent to use any and all of those marketable securities to satisfy the liquidity needs of the Company’s current operations.
Impairment Consideration of Investments
For our available-for-sale debt securities in an unrealized loss position, we determine whether a temporary or permanent credit loss exists. In this assessment, which requires judgment, among other factors, we consider the extent to which the fair value is less than the amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security. If factors indicate a permanent credit loss exists, an allowance for credit loss is recorded to other income (loss), net, limited by the amount that the fair value is less than the amortized cost basis. The amount of fair value change relating to all other factors will be recognized in other comprehensive income (“OCI”).
| ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Our business is conducted principally in the United States. As a result, our financial results are not affected by factors such as changes in foreign currency exchange rates or economic conditions in foreign markets. We do not engage in hedging transactions to reduce our exposure to changes in currency exchange rates, although if the geographical scope of our business broadens, we may do so in the future.
Our exposure to risk for changes in interest rates relates primarily to our investments in short-term financial instruments. Investments in both fixed rate and floating rate interest earning instruments carry some interest rate risk. The fair value of fixed rate securities may fall due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Partly as a result of this, our future interest income may fall short of expectations due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that have fallen in estimated fair value due to changes in interest rates. However, as substantially all of our cash consist of bank deposits and short-term money market instruments, we do not expect any material change with respect to our net income as a result of an interest rate change.
Our exposure to interest rate changes related to borrowing has been limited, and we believe the effect, if any, of near-term changes in interest rates on our financial position, results of operations and cash flows should not be material. At March 31, 2026, our debt portfolio was composed of only capital leases. The effective APR fixed is 4.55%. We depreciate our total lease obligations on a three-year straight-line basis. The total cost is less than $400,000.
The table that follows presents fair values of principal amounts and weighted average interest rates for our investment portfolio as of March 31, 2026:
| Weighted |
||||||||
| Aggregate |
Average |
|||||||
| Cash: |
Fair Value |
Interest Rate |
||||||
| Cash |
$ | 26,409,558 | 4.78 | % | ||||
| ITEM 4. |
CONTROLS AND PROCEDURES |
| (a) |
Evaluation of disclosure controls and procedures. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of March 31, 2026 was completed. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer believe that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, including to ensure that information required to be disclosed by the Company is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. |
| (b) |
Changes in internal controls over financial reporting. The Company’s Chief Executive Officer and Chief Financial Officer have determined that there have been no changes in the Company’s internal control over financial reporting during the period covered by this report identified in connection with the evaluation described in the above paragraph that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. |
PART II
OTHER INFORMATION
| ITEM 1. |
LEGAL PROCEEDINGS |
We are, from time-to-time, involved in various legal proceedings incidental to the conduct of our business. Historically, the outcome of all such legal proceedings has not, in the aggregate, had a material adverse effect on our business, financial condition, results of operations or liquidity. There is currently no pending or threatened material legal proceeding that, in the opinion of management, could have a material adverse effect on our business or financial condition.
| ITEM 1A. |
RISK FACTORS |
There are no risk factors identified by the Company in addition to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
| ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
| ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES |
None.
| ITEM 5. | OTHER INFORMATION |
None.
| ITEM 6. |
EXHIBITS |
| 31.1 |
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 |
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 |
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 |
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS |
Inline XBRL Instance Document |
| 101.SCH |
Inline XBRL Taxonomy Extension Schema |
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase |
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase |
| 104 |
Cover Page Interactive Data File - formatted in Inline XBRL (included as Exhibit 101) |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| REPOSITRAK, INC. |
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| Date: May 14, 2026 |
By: |
/s/ Randall K. Fields |
|
| Randall K. Fields |
|||
| Chair of the Board and Chief Executive Officer (Principal Executive Officer) |
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| REPOSITRAK, INC. |
|||
| Date: May 14, 2026 |
By: |
/s/ John R. Merrill |
|
| John R. Merrill |
|||
| Chief Financial Officer (Principal Financial Officer & Principal Accounting Officer) |
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