PART I [Item 1. Business](index=5&type=section&id=ITEM%20I.%20BUSINESS) ReposiTrak provides B2B SaaS for compliance and supply chain, noting dividend growth and FSMA 204 opportunity - ReposiTrak operates a **Software-as-a-Service (SaaS)** platform for **business-to-business (B2B)** e-commerce, compliance & traceability, and supply chain management, primarily serving retailers, wholesalers, distributors, and their suppliers[18](index=18&type=chunk) - The company declared a quarterly cash dividend of **$0.01815** per share, increasing to **$0.02** per quarter (**$0.08** annually) starting November 2025, marking the third increase since its establishment[19](index=19&type=chunk) - The compliance deadline for **FSMA 204** (Food Safety Modernization Act Section 204(d)) was extended by **30** months to July 20, 2028, creating a significant market opportunity for ReposiTrak's traceability solutions[23](index=23&type=chunk)[24](index=24&type=chunk) [Overview](index=5&type=section&id=Overview) The company offers a B2B SaaS platform for e-commerce, compliance, and supply chain management [Recent Developments](index=5&type=section&id=Recent%20Developments) Recent developments include a dividend increase and an extended FSMA 204 compliance deadline [Company History](index=6&type=section&id=Company%20History) Technology originated from Mrs. Fields, with key acquisitions and a recent rebranding - The company's technology originated from Mrs. Fields Cookies operations, initially focusing on inventory and labor cost reduction for retail clients[26](index=26&type=chunk) - Key acquisitions include Prescient Applied Intelligence, Inc. in **2009** and a **75%** interest in ReposiTrak in **2015**, which later became a wholly-owned subsidiary[27](index=27&type=chunk)[28](index=28&type=chunk) - The company rebranded from Park City Group, Inc. to ReposiTrak, Inc. on December 21, 2023, following a merger with its subsidiary[31](index=31&type=chunk) [Target Industries Overview](index=7&type=section&id=Target%20Industries%20Overview) Serves U.S. consumer retail, facing online competition, regulatory risks, and demand for diversity - ReposiTrak primarily serves the U.S. consumer retail sector, including food, convenience stores, and general merchandise, but its solutions are applicable to other domestic and international customers[32](index=32&type=chunk) - The industry faces pressures from increased online competition, heightened regulatory and tort risks (especially for food retailers due to **FSMA**), and consumer demand for greater product diversity and local vendors[33](index=33&type=chunk) [Solutions and Services](index=7&type=section&id=Solutions%20and%20Services) Cloud-based solutions grouped into three suites, operating on a 'hub and spoke' model - The company's cloud-based solutions are grouped into three application suites: ReposiTrak Compliance Management, ReposiTrak Traceability Network (RTN), and ReposiTrak Supply Chain Solutions[38](index=38&type=chunk) - The business model is 'hub and spoke,' where retailers and wholesalers (Hubs) engage the company, requiring their suppliers (Spokes) to use the services[37](index=37&type=chunk) [Technology, Development and Operations](index=8&type=section&id=Technology,%20Development%20and%20Operations) Focuses on common technology elements, hosted in a certified third-party data center - Product development focuses on common technology elements for multiple applications across core markets, with ongoing design, coding, and testing of new and enhanced products[40](index=40&type=chunk) - Operations are hosted in a third-party data center with SSAE No. **16** – SOC2 certification, featuring robust security and backup systems[41](index=41&type=chunk) [Customers](index=8&type=section&id=Customers) Primarily U.S. food-related consumer goods, with no single customer exceeding 10% of FY2025 revenue - The primary customer base consists of food-related consumer goods retailers, wholesalers, and their suppliers in the U.S. consumer retail sector[42](index=42&type=chunk) - No single customer accounted for more than **10%** of the company's total revenue in fiscal year ended June 30, 2025[42](index=42&type=chunk) [Sales, Marketing and Customer Support](index=8&type=section&id=Sales,%20Marketing%20and%20Customer%20Support) Marketing aims to increase awareness, sales streamlined to an inside team, with tiered customer support - Marketing objectives include increasing solution awareness, generating sales leads, and developing new customer relationships through trade shows, direct marketing, webinars, and industry publications[44](index=44&type=chunk) - The sales force was streamlined for cross-selling, shifting emphasis to an inside remote sales team, following the convergence of solutions to a single ReposiTrak branded user interface[45](index=45&type=chunk)[46](index=46&type=chunk) - Customer support is available via telephone and email, with basic support during business hours and premier support (including extended availability and additional services) for an extra fee[47](index=47&type=chunk) [Competition](index=9&type=section&id=Competition) Competes with various vendors, leveraging industry knowledge, broad offerings, and relationships - The company competes with various software vendors, **B2B** exchanges, consulting firms, and technology platforms, many of which are larger with greater resources[48](index=48&type=chunk) - ReposiTrak believes its competitive advantages lie in deep industry knowledge, breadth and depth of offerings, and long-standing relationships with key industry groups[48](index=48&type=chunk) [Patents and Proprietary Rights](index=9&type=section&id=Patents%20and%20Proprietary%20Rights) Protects technology via trademarks, copyrights, trade secrets, and patents, with nine U.S. patents awarded - The company protects its proprietary technology and name through trademarks, copyrights, trade secrets, and patent laws in the U.S. and other jurisdictions, along with confidentiality agreements[49](index=49&type=chunk) - ReposiTrak has been awarded nine U.S. patents and holds U.S. registered trademarks and copyrights, with its patent portfolio licensed to an unrelated third party while retaining usage rights[50](index=50&type=chunk) [Employees](index=9&type=section&id=Employees) Employed 69 individuals as of June 30, 2025, with plans to expand offshore workforce - As of June 30, 2025, the company employed **69** individuals, with **20** located overseas, and plans to expand its offshore workforce for analytics, professional services, and programming[52](index=52&type=chunk) [Available Information](index=10&type=section&id=Available%20Information) Information regarding available company filings and reports is provided [Government Regulation and Approval](index=10&type=section&id=Government%20Regulation%20and%20Approval) The company operates under various government regulations and approvals [Cost of Compliance with Environmental Laws](index=10&type=section&id=Cost%20of%20Compliance%20with%20Environmental%20Laws) Compliance with environmental laws has not materially impacted the company's financial condition [Item 1A. Risk Factors](index=10&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces risks from revenue uncertainty, CEO dependence, competition, and FSMA 204 delay - Despite year-over-year growth and net income of **$6.98 million** in fiscal 2025 (up from **$5.60 million** in fiscal 2024), there's no assurance of continued profitability or revenue growth[57](index=57&type=chunk) - The business is highly dependent on the continued services and expertise of its founder and CEO, Randall K. Fields, whose loss could negatively impact operations[58](index=58&type=chunk) - The company faces threats from larger competitors with greater financial and operational resources, which could lead to pricing pressure, customer loss, or render ReposiTrak's offerings less desirable[64](index=64&type=chunk) - A delay in the **FSMA 204** compliance deadline to July 20, 2028, may slow the adoption of ReposiTrak's technology, negatively affecting revenue[81](index=81&type=chunk) [Risks Related to the Company](index=10&type=section&id=Risks%20Related%20to%20the%20Company) Operational risks include dependence on the CEO, quarterly fluctuations, and competitive threats [Risks Relating to Our Common Stock](index=15&type=section&id=Risks%20Relating%20to%20Our%20Common%20Stock) Risks to common stock include market volatility, limited trading, and potential dividend termination [Item 1B. Unresolved Staff Comments](index=17&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) There are no unresolved staff comments to report [Item 1C. Cybersecurity](index=17&type=section&id=ITEM%201C.%20CYBERSECURITY) ReposiTrak prioritizes cybersecurity via third-party experts and board oversight, with no material threats - The company employs processes managed by third-party experts to assess, identify, and manage cybersecurity risks, including mechanisms to prevent or mitigate data loss, theft, or misuse[94](index=94&type=chunk) - The Audit Committee of the Board of Directors evaluates cybersecurity assessment and management policies, including quarterly discussions with senior officers and the independent registered accounting firm[96](index=96&type=chunk) - As of the report date, no cybersecurity threats have been identified that have materially affected, or are reasonably likely to materially affect, the company's business, results of operations, or financial condition[95](index=95&type=chunk) [Risk Management and Strategy](index=17&type=section&id=Risk%20Management%20and%20Strategy) Cybersecurity risk management involves third-party experts and controls to prevent data loss or incidents [Governance](index=17&type=section&id=Governance) The Audit Committee evaluates cybersecurity policies quarterly, ensuring robust governance [Item 2. Properties](index=17&type=section&id=ITEM%202.%20PROPERTIES) Principal operations are in Murray, Utah, leasing approximately 5,000 square feet of office space - The company's principal executive offices are located in Murray, Utah, where it leases approximately **5,000** square feet of office space[97](index=97&type=chunk) [Item 3. Legal Proceedings](index=17&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) Historically, legal proceedings have not materially affected the company, with no current material cases - Historically, legal proceedings have not had a material adverse effect on the company's business, financial condition, results of operations, or liquidity[98](index=98&type=chunk) - There are no pending or threatened material legal proceedings as of the report date[98](index=98&type=chunk) [Item 4. Mine Safety Disclosures](index=17&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company PART II [Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=17&type=section&id=ITEM%205.%20MARKET%20FOR%20COMMON%20EQUITY,%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) Common Stock trades on NYSE, pays quarterly dividends, and has an ongoing share repurchase program - The company's Common Stock is traded on the New York Stock Exchange (NYSE) under the trading symbol 'TRAK'[102](index=102&type=chunk) - The company paid a quarterly cash dividend of **$0.01815** per share for the quarters ended December 31, 2024, March 31, 2025, and June 30, 2025. A **10%** increase to **$0.02** per share (**$0.08** annually) was announced for the quarter ended September 30, 2025[104](index=104&type=chunk) - As of June 30, 2025, **2,131,384** shares of Common Stock have been repurchased under the Share Repurchase Program at an average price of **$6.20**, with **$7.79 million** remaining available[108](index=108&type=chunk)[311](index=311&type=chunk) Common Stock Price Ranges (Fiscal Quarters) | Fiscal Quarter Ended | High (2025) | Low (2025) | High (2024) | Low (2024) | | :------------------- | :---------- | :--------- | :---------- | :--------- | | September 30 | $21.56 | $15.12 | $10.25 | $8.27 | | December 31 | $25.01 | $17.56 | $11.27 | $8.50 | | March 31 | $22.73 | $18.50 | $17.32 | $9.66 | | June 30 | $23.72 | $15.72 | $17.96 | $14.23 | Common Stock Repurchases (Fiscal Years Ended June 30, 2025 and 2024) | Period | Total Number of Shares Purchased by Period | Average Price Paid Per Share | Dollars Expended by Period Under the Plans or Programs | Remaining Amount Available for Future Share Repurchases Under the Plans or Programs | | :-------------------------------- | :--------------------------------------- | :--------------------------- | :----------------------------------------------------- | :-------------------------------------------------------------------------------- | | **Year Ended June 30, 2024:** | | | | | | July 1, 2023 – September 30, 2023 | 155,025 | $8.53 | $1,322,082 | $8,185,698 | | October 1, 2023 – December 31, 2023 | 22,012 | $8.79 | $193,492 | $7,992,206 | | January 1, 2024 – March 31, 2024 | - | - | - | $7,992,206 | | April 1, 2024 – June 30, 2024 | - | - | - | $7,992,206 | | **Year Ended June 30, 2025:** | | | | | | July 1, 2024 – September 30, 2024 | - | - | - | $7,992,206 | | October 1, 2024 – December 31, 2024 | 4,074 | $24.55 | $100,016 | $7,892,190 | | January 1, 2025 – March 31, 2025 | - | - | - | $7,892,190 | | April 1, 2025 – June 30, 2025 | 4,607 | $21.71 | $100,017 | $7,792,173 | [Share Price History](index=18&type=section&id=Share%20Price%20History) Common Stock price history reflects market fluctuations on the NYSE [Dividends](index=19&type=section&id=Dividends) The company pays quarterly cash dividends, recently increasing to $0.02 per share [Holders of Record](index=19&type=section&id=Holders%20of%20Record) Information on the number of common and preferred stock holders of record is provided - As of June 30, 2025, there were **611** holders of record for Common Stock (**18,282,805** shares outstanding) and **3** holders of Series B Preferred Stock (**336,098** shares outstanding)[105](index=105&type=chunk) [Common Stock Share Repurchase Program](index=19&type=section&id=Common%20Stock%20Share%20Repurchase%20Program) The company has an ongoing share repurchase program with remaining available funds [Item 6. [Reserved]](index=20&type=section&id=ITEM%206.%20%5BReserved%5D) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=ITEM%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Revenue increased 11% to $22.6 million, net income rose 17.5% to $6.98 million, with strong liquidity - Revenue increased by **11%** to **$22.61 million** in fiscal year 2025, up from **$20.45 million** in fiscal year 2024, primarily due to growth in recurring subscription revenue across compliance, supply chain, and traceability solutions[139](index=139&type=chunk) - Net income for the year ended June 30, 2025, was **$6.98 million**, an increase of **17.5%** from **$5.96 million** in the prior year[57](index=57&type=chunk)[206](index=206&type=chunk) - The company's cash and cash equivalents increased by **14%** to **$28.57 million** as of June 30, 2025, from **$25.15 million** in 2024, driven by higher revenue and interest income[149](index=149&type=chunk)[150](index=150&type=chunk) - Working capital increased by **$3.40 million** to **$28.15 million** as of June 30, 2025, primarily due to increases in accounts receivable and prepaid assets, offset by changes in contract liabilities and deferred revenue[155](index=155&type=chunk) - The company terminated its revolving credit agreement with U.S. Bank N.A. on March 15, 2024, due to its strong financial position, having zero bank debt as of June 30, 2025[149](index=149&type=chunk)[161](index=161&type=chunk) [Overview](index=20&type=section&id=Overview) The company's financial performance reflects revenue growth and strategic investments in compliance solutions [Sources of Revenue](index=21&type=section&id=Sources%20of%20Revenue) Revenue is derived from subscription, transaction, professional services, license, and hosting fees - Revenue is derived from five sources: subscription fees, transaction-based fees, professional services fees, license fees, and hosting and maintenance fees[115](index=115&type=chunk) - A significant portion of revenue comes from Compliance and Supply Chain Food Safety solutions, with growing contributions from the Traceability solution, primarily through recurring subscription payments from suppliers[116](index=116&type=chunk) [Revenue Recognition](index=21&type=section&id=Revenue%20Recognition) Revenue is recognized as control of deliverables transfers to customers, following ASU 2014-09 - The company adopted FASB's ASU 2014-09 (Topic 606) on July 1, 2018, using a modified retrospective approach for revenue recognition[120](index=120&type=chunk)[121](index=121&type=chunk) - Revenue is recognized as control of deliverables (products, solutions, services) is transferred to customers, reflecting the expected consideration[238](index=238&type=chunk) [Critical Accounting Policies](index=22&type=section&id=Critical%20Accounting%20Policies) Key policies include revenue recognition, asset valuations, income taxes, stock compensation, and software capitalization - Critical accounting policies include revenue recognition, goodwill and other long-lived asset valuations, income taxes, stock-based compensation, and capitalization of software development costs[125](index=125&type=chunk) - Management makes estimates and assumptions for financial statements, evaluating them based on historical experience and other reasonable factors, with actual results potentially differing[125](index=125&type=chunk)[126](index=126&type=chunk) [Results of Operations – Fiscal Years Ended June 30, 2025 and 2024](index=23&type=section&id=Results%20of%20Operations%20%E2%80%93%20Fiscal%20Years%20Ended%20June%2030,%202025%20and%202024) Analysis of revenue and expenses for fiscal years 2025 and 2024 highlights operational performance [Revenue](index=23&type=section&id=Revenue) Revenue increased 11% due to growth in recurring subscription revenue across all solutions Revenue (Fiscal Years Ended June 30) | Year Ended June 30, 2025 | Change ($) | Change (%) | Year Ended June 30, 2024 | | :----------------------- | :--------- | :--------- | :----------------------- | | $22,606,066 | $2,152,746 | 11% | $20,453,320 | - The **11%** increase in revenue was driven by growth in recurring subscription revenue across compliance, supply chain, and traceability, fueled by rising industry and consumer demand for food safety and transparency[139](index=139&type=chunk) [Cost of Services and Product Support](index=25&type=section&id=Cost%20of%20Services%20and%20Product%20Support) Cost of services increased 8% due to cybersecurity spending and offshore developer support for FSMA 204 Cost of Services and Product Support (Fiscal Years Ended June 30) | Year Ended June 30, 2025 | Change ($) | Change (%) | Year Ended June 30, 2024 | | :----------------------- | :--------- | :--------- | :----------------------- | | $3,681,330 | $264,880 | 8% | $3,416,450 | | 16% of total revenue | | | 17% of total revenue | - The **8%** increase was primarily due to increased cybersecurity spending and offshore developer support services to accelerate and expand the **FSMA 204** initiative[141](index=141&type=chunk) [Sales and Marketing Expense](index=25&type=section&id=Sales%20and%20Marketing%20Expense) Sales and marketing expense rose 6% from higher salaries, commissions, trade shows, and FSMA 204 marketing Sales and Marketing Expense (Fiscal Years Ended June 30) | Year Ended June 30, 2025 | Change ($) | Change (%) | Year Ended June 30, 2024 | | :----------------------- | :--------- | :--------- | :----------------------- | | $5,843,272 | $350,553 | 6% | $5,492,719 | | 26% of total revenue | | | 27% of total revenue | - The **6%** increase was mainly due to higher salary, commission, trade show expenses, investment in **FSMA 204** traceability marketing and advertising, and employee benefits[142](index=142&type=chunk) [General and Administrative Expense](index=25&type=section&id=General%20and%20Administrative%20Expense) General and administrative expense increased 5% primarily from higher salaries, stock compensation, and employee benefits General and Administrative Expense (Fiscal Years Ended June 30) | Year Ended June 30, 2025 | Change ($) | Change (%) | Year Ended June 30, 2024 | | :----------------------- | :--------- | :--------- | :----------------------- | | $5,602,807 | $272,370 | 5% | $5,330,437 | | 25% of total revenue | | | 26% of total revenue | - The **5%** increase was primarily driven by higher salary, stock compensation, employee benefits, insurance, bad debt, and travel-related costs[143](index=143&type=chunk) [Depreciation and Amortization Expense](index=25&type=section&id=Depreciation%20and%20Amortization%20Expense) Depreciation and amortization expense increased 5% due to additional asset acquisitions, including a new data center Depreciation and Amortization Expense (Fiscal Years Ended June 30) | Year Ended June 30, 2025 | Change ($) | Change (%) | Year Ended June 30, 2024 | | :----------------------- | :--------- | :--------- | :----------------------- | | $1,251,514 | $62,031 | 5% | $1,189,483 | | 6% of total revenue | | | 6% of total revenue | - The **5%** increase was due to additional assets acquired, including approximately **$744,000** spent on security, backup, storage, and redundancy for a new data center in Reno, Nevada[145](index=145&type=chunk) [Other Income and Expense](index=26&type=section&id=Other%20Income%20and%20Expense) Net other income increased 9% due to higher cash balances and increased interest income from investments Net Other Income (Fiscal Years Ended June 30) | Year Ended June 30, 2025 | Change ($) | Change (%) | Year Ended June 30, 2024 | | :----------------------- | :--------- | :--------- | :----------------------- | | $1,426,834 | $118,284 | 9% | $1,308,550 | | 6% of total revenue | | | 6% of total revenue | - Net other income increased by **9%** due to higher cash balances and increased interest income from fixed income investments[146](index=146&type=chunk) [Preferred Dividends](index=26&type=section&id=Preferred%20Dividends) Preferred dividends decreased 34% due to the redemption and retirement of Preferred Stock Preferred Dividends (Fiscal Years Ended June 30) | Year Ended June 30, 2025 | Change ($) | Change (%) | Year Ended June 30, 2024 | | :----------------------- | :--------- | :--------- | :----------------------- | | $360,306 | $(189,339) | -34% | $549,645 | | 2% of total revenue | | | 3% of total revenue | - Preferred dividends decreased by **34%** due to the redemption and retirement of Preferred Stock. The company intends to redeem all remaining Preferred Stock by December 2026[147](index=147&type=chunk) [Financial Position, Liquidity and Capital Resources](index=26&type=section&id=Financial%20Position,%20Liquidity%20and%20Capital%20Resources) The company maintains a strong financial position with increased cash and working capital, having terminated its credit facility [Cash and cash equivalents](index=26&type=section&id=Cash%20and%20cash%20equivalents) Cash and cash equivalents increased 14% due to higher revenue, cash receipts, and interest income Cash and Cash Equivalents (As of June 30) | As of June 30, 2025 | As of June 30, 2024 | Variance ($) | Variance (%) | | :------------------ | :------------------ | :----------- | :----------- | | $28,568,805 | $25,153,862 | $3,414,943 | 14% | - The **14%** increase in cash and cash equivalents is primarily due to higher revenue and corresponding cash receipts from customers, along with increased interest income[150](index=150&type=chunk) [Net Cash Flows from Operating Activities](index=26&type=section&id=Net%20Cash%20Flows%20from%20Operating%20Activities) Net cash provided by operating activities increased 21% due to higher net income and changes in working capital Cash Provided by Operating Activities (Fiscal Years Ended June 30) | Year Ended June 30, 2025 | Change ($) | Change (%) | Year Ended June 30, 2024 | | :----------------------- | :--------- | :--------- | :----------------------- | | $8,420,132 | $1,455,731 | 21% | $6,964,401 | - Net cash provided by operating activities increased by **21%** due to higher net income, an increase in accounts receivable from subscription sales, and a decrease in operating lease liability[152](index=152&type=chunk) [Net Cash Flows Used in Investing Activities](index=27&type=section&id=Net%20Cash%20Flows%20Used%20in%20Investing%20Activities) Change from cash used to provided by investing activities due to decreased equipment purchases and marketable securities sale Cash (Used in) Provided by Investing Activities (Fiscal Years Ended June 30) | Year Ended June 30, 2025 | Change ($) | Change (%) | Year Ended June 30, 2024 | | :----------------------- | :--------- | :--------- | :----------------------- | | $169 | $(100,876) | -100% | $(100,707) | - The change from cash used to cash provided by investing activities was due to a decrease in equipment purchases offset by a sale of marketable securities[153](index=153&type=chunk) [Net Cash Flows from Financing Activities](index=27&type=section&id=Net%20Cash%20Flows%20from%20Financing%20Activities) Net cash used in financing activities decreased 12% due to lower common stock repurchases, partially offset by other payments Cash Used in Financing Activities (Fiscal Years Ended June 30) | Year Ended June 30, 2025 | Change ($) | Change (%) | Year Ended June 30, 2024 | | :----------------------- | :--------- | :--------- | :----------------------- | | $(5,005,358) | $(695,353) | -12% | $(5,700,711) | - Net cash used in financing activities decreased by **12%** due to a decrease in common stock repurchases, partially offset by increased payments on financed capital assets and Preferred Stock redemption[154](index=154&type=chunk) [Liquidity and Working Capital](index=27&type=section&id=Liquidity%20and%20Working%20Capital) Working capital increased by $3.4 million, with zero bank debt after credit facility termination Working Capital (As of June 30) | As of June 30, 2025 | As of June 30, 2024 | Variance ($) | Variance (%) | | :------------------ | :------------------ | :----------- | :----------- | | $28,154,682 | $24,757,025 | $3,397,657 | 13.7% | Current Assets and Liabilities (As of June 30) | Item | As of June 30, 2025 | As of June 30, 2024 | Variance ($) | Variance (%) | | :---------------- | :------------------ | :------------------ | :----------- | :----------- | | Current assets | $33,685,800 | $29,300,167 | $4,385,633 | 15% | | Current liabilities | $5,531,118 | $4,543,142 | $987,976 | 22% | | Current ratio | 6.09 | 6.45 | -0.36 | -6% | - The company had zero bank debt as of June 30, 2025, after terminating its revolving credit agreement in March 2024 due to its strong financial position[158](index=158&type=chunk)[161](index=161&type=chunk) [Contractual Obligations](index=28&type=section&id=Contractual%20Obligations) Details of contractual obligations, primarily financing leases, are presented as of June 30, 2025 Contractual Obligations (As of June 30, 2025) | Item | Less than 1 Year | 1-3 Years | Total Lease Payments | Less Imputed Interest | Total | | :----------------- | :--------------- | :--------- | :------------------- | :-------------------- | :---- | | Financing Leases | $254,936 | $289,998 | $544,934 | $(34,961) | $509,973 | [Inflation](index=29&type=section&id=Inflation) Historically, inflation has not materially affected the company, but higher rates could impact sales - Historically, inflation has not materially affected the company's financial condition or operations, but higher inflation rates could cause retailers to slow technology spending, impacting sales[164](index=164&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) All contracts are in U.S. dollars, eliminating foreign currency exchange rate risks and the need for hedging - All contracts require payment in U.S. dollars, eliminating exposure to foreign currency exchange rate risks and the need for hedging transactions[165](index=165&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=29&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) The required financial statements and supplementary data are presented starting on Page F-1 [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=29&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) There are no changes in or disagreements with accountants on accounting and financial disclosure to report [Item 9A. Controls and Procedures](index=29&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls and internal control over financial reporting were effective as of June 30, 2025 - As of June 30, 2025, the company's CEO and CFO concluded that disclosure controls and procedures were effective[168](index=168&type=chunk) - Management's assessment, based on the COSO framework, found internal control over financial reporting to be effective as of June 30, 2025[171](index=171&type=chunk) - No material changes in internal control over financial reporting were identified during the period covered by the report[172](index=172&type=chunk) [Evaluation of Disclosure Controls and Procedures.](index=29&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures.) Management assessed the effectiveness of disclosure controls and procedures as of June 30, 2025 [Management's Annual Report on Internal Control over Financial Reporting.](index=29&type=section&id=Management's%20Annual%20Report%20on%20Internal%20Control%20over%20Financial%20Reporting.) Management's assessment confirmed the effectiveness of internal control over financial reporting [Changes in Internal Controls over Financial Reporting.](index=30&type=section&id=Changes%20in%20Internal%20Controls%20over%20Financial%20Reporting.) No material changes in internal control over financial reporting were identified during the period [Item 9B. Other Information](index=30&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) There is no other information to report under this item [Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=30&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) This item is not applicable to the company PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=30&type=section&id=ITEM%2010.%20DIRECTORS,%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) Information regarding directors, executive officers, and corporate governance will be incorporated by reference - Information for this item is incorporated by reference from the company's definitive proxy statement, expected to be filed by October 28, 2025[176](index=176&type=chunk) [Item 11. Executive Compensation](index=30&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Information regarding executive compensation will be incorporated by reference from the definitive proxy statement - Information for this item is incorporated by reference from the company's definitive proxy statement[177](index=177&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=30&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) Information regarding security ownership will be incorporated by reference from the definitive proxy statement - Information for this item is incorporated by reference from the company's definitive proxy statement[178](index=178&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=30&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS,%20AND%20DIRECTOR%20INDEPENDENCE) Information regarding related transactions and director independence will be incorporated by reference - Information for this item is incorporated by reference from the company's definitive proxy statement[179](index=179&type=chunk) [Item 14. Principal Accounting Fees and Services](index=30&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES) Information regarding principal accounting fees and services will be incorporated by reference - Information for this item is incorporated by reference from the company's definitive proxy statement[180](index=180&type=chunk) PART IV [Item 15. Exhibits, Financial Statement Schedules](index=30&type=section&id=ITEM%2015.%20EXHIBITS,%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists all exhibits and financial statement schedules filed as part of the Annual Report on Form 10-K - The section includes a comprehensive list of exhibits, such as merger agreements, articles of incorporation, bylaws, stock incentive plans, employment agreements, and certifications[182](index=182&type=chunk)[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=35&type=section&id=REPORT%20OF%20INDEPENDENT%20REGISTERED%20PUBLIC%20ACCOUNTING%20FIRM) Haynie & Company issued an unqualified opinion on financial statements, identifying revenue recognition as a critical audit matter - Haynie & Company issued an **unqualified opinion**, stating that the consolidated financial statements present fairly the financial position and results of operations in conformity with GAAP[193](index=193&type=chunk) - A critical audit matter identified was 'Revenue Recognition – Multiple Element Arrangements' due to the complexity and judgment required in determining appropriate value and allocation of revenue to multiple performance obligations[197](index=197&type=chunk)[199](index=199&type=chunk)[200](index=200&type=chunk) [Consolidated Balance Sheets](index=37&type=section&id=Consolidated%20Balance%20Sheets) Total assets increased to $55.3 million, liabilities to $5.8 million, and equity to $49.5 million in 2025 Consolidated Balance Sheet Highlights (As of June 30) | Item | 2025 ($) | 2024 ($) | | :------------------------ | :----------- | :----------- | | Total Assets | 55,329,047 | 51,596,732 | | Total Current Assets | 33,685,800 | 29,300,167 | | Cash | 28,568,805 | 25,153,862 | | Receivables, net | 4,133,026 | 3,678,627 | | Total Liabilities | 5,809,866 | 4,742,114 | | Total Current Liabilities | 5,531,118 | 4,543,142 | | Total Stockholders' Equity| 49,519,181 | 46,854,618 | - Current assets increased by **15%** to **$33.69 million** in 2025, primarily due to increases in cash, accounts receivable, and prepaid expenses[157](index=157&type=chunk)[204](index=204&type=chunk) - Current liabilities increased by **22%** to **$5.53 million** in 2025, mainly due to higher deferred revenue and accrued liabilities, offset by a decrease in operating lease liabilities[158](index=158&type=chunk)[204](index=204&type=chunk) [Consolidated Statements of Operations](index=38&type=section&id=Consolidated%20Statements%20of%20Operations) Revenue increased 11% to $22.6 million, net income grew 17.5% to $6.98 million, with rising EPS Consolidated Statements of Operations Highlights (Fiscal Years Ended June 30) | Item | 2025 ($) | 2024 ($) | | :---------------------------------- | :----------- | :----------- | | Revenue | 22,606,066 | 20,453,320 | | Total operating expense | 16,378,923 | 15,429,089 | | Income from operations | 6,227,143 | 5,024,231 | | Net income | 6,978,127 | 5,958,290 | | Dividends on Preferred Stock | (360,306) | (549,645) | | Net income applicable to common shareholders | 6,617,821 | 5,408,645 | | Basic earnings per share | 0.36 | 0.30 | | Diluted earnings per share | 0.35 | 0.29 | - Revenue increased by **11%** from **$20.45 million** in 2024 to **$22.61 million** in 2025[206](index=206&type=chunk) - Net income grew by **17.5%** from **$5.96 million** in 2024 to **$6.98 million** in 2025[206](index=206&type=chunk) - Basic EPS increased from **$0.30** in 2024 to **$0.36** in 2025, and diluted EPS increased from **$0.29** to **$0.35**[206](index=206&type=chunk) [Consolidated Statements of Stockholders' Equity (Deficit)](index=39&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity%20(Deficit)) Total equity increased to $49.52 million in 2025, driven by net income, offset by dividends and Preferred Stock redemptions Consolidated Statements of Stockholders' Equity (Deficit) Highlights (Fiscal Years Ended June 30) | Item | 2025 ($) | 2024 ($) | | :---------------------------------- | :------------ | :------------ | | Total Stockholders' Equity | 49,519,181 | 46,854,618 | | Net income | 6,978,127 | 5,958,290 | | Common Stock Dividends - Declared | (1,296,071) | (1,173,716) | | Preferred Stock Redemption | (2,999,970) | (2,367,996) | | Stock Buyback | (200,035) | (1,515,574) | - Total stockholders' equity increased by **$2.66 million**, from **$46.85 million** in 2024 to **$49.52 million** in 2025[209](index=209&type=chunk) - The company redeemed **280,372** shares of Series B Preferred Stock for **$3.00 million** in 2025, and **212,402** shares of Series B-1 Preferred Stock for **$2.27 million** in 2024[209](index=209&type=chunk)[306](index=306&type=chunk)[307](index=307&type=chunk) [Consolidated Statements of Cash Flows](index=40&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow increased 21% to $8.42 million, financing cash flow decreased, leading to a $3.41 million cash increase Consolidated Statements of Cash Flows Highlights (Fiscal Years Ended June 30) | Item | 2025 ($) | 2024 ($) | | :------------------------------------ | :------------ | :------------ |\ | Net cash provided by operating activities | 8,420,132 | 6,964,401 | | Net cash (used in) provided by investing activities | 169 | (100,707) | | Net cash used in financing activities | (5,005,358) | (5,700,711) | | Net (decrease) increase in cash and cash equivalents | 3,414,943 | 1,162,983 | | Cash and cash equivalents at end of period | 28,568,805 | 25,153,862 | - Net cash provided by operating activities increased by **21%** to **$8.42 million** in 2025, driven by higher net income and changes in operating assets and liabilities[151](index=151&type=chunk)[152](index=152&type=chunk)[211](index=211&type=chunk) - Net cash used in financing activities decreased by **12%** to **$5.01 million** in 2025, mainly due to a decrease in common stock buybacks[154](index=154&type=chunk)[211](index=211&type=chunk) [Notes to Consolidated Financial Statements](index=41&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Provides detailed explanations of accounting policies, financial components, and other relevant disclosures [NOTE 1. Description of Business](index=41&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20BUSINESS) ReposiTrak is a SaaS B2B e-commerce, compliance, and supply chain management platform, rebranded in December 2023 - ReposiTrak, Inc. is a Nevada corporation operating a **SaaS** **B2B** e-commerce, compliance & traceability, and supply chain management platform[213](index=213&type=chunk) - The company's services are delivered through proprietary software products grouped into three application suites: Compliance Management, Traceability Network (RTN), and Supply Chain Solutions[214](index=214&type=chunk)[220](index=220&type=chunk) - The company changed its corporate name from Park City Group, Inc. to ReposiTrak, Inc. on December 21, 2023[217](index=217&type=chunk) [NOTE 2. Significant Accounting Policies](index=41&type=section&id=NOTE%202.%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Covers consolidation, critical policies, lease accounting, and revenue recognition principles - The financial statements are consolidated, eliminating all inter-company transactions and balances[219](index=219&type=chunk) - Critical accounting policies include revenue recognition, goodwill and other long-lived asset valuations, income taxes, stock-based compensation, and capitalization of software development costs[221](index=221&type=chunk) - The company adopted ASU 2016-02 'Leases (Topic 842)' on July 1, 2019, recognizing lease liabilities and right-of-use assets for all non-short-term leases[234](index=234&type=chunk) - Revenue is recognized when control of deliverables is transferred to customers, applying a five-step approach, and allocating transaction price to performance obligations based on standalone selling price[238](index=238&type=chunk)[239](index=239&type=chunk) Disaggregated Revenue by Contract-Type (Fiscal Years Ended June 30) | Revenue Type | 2025 ($) | 2024 ($) | Change ($) | Change (%) | | :--------------------------------- | :----------- | :----------- | :--------- | :--------- | | Recurring revenue – subscription and support services | 22,300,840 | 20,357,893 | 1,942,947 | 10% | | Non-recurring revenue – setup and training services | 305,226 | 95,427 | 209,799 | 220% | | Total | 22,606,066 | 20,453,320 | 2,152,746 | 11% | [NOTE 3. Receivables](index=48&type=section&id=NOTE%203.%20RECEIVABLES) Accounts receivable increased by 12.3%, with one customer exceeding 10% of total receivables Accounts Receivable (As of June 30) | Item | 2025 ($) | 2024 ($) | | :---------------------------- | :---------- | :---------- | | Accounts receivable | 4,375,463 | 3,906,200 | | Allowance for doubtful accounts | (242,437) | (227,573) | | **Total Receivables, net** | **4,133,026** | **3,678,627** | - Accounts receivable increased by **$454,399** (**12.3%**) from 2024 to 2025[268](index=268&type=chunk) - One customer accounted for greater than **10%** of accounts receivable at June 30, 2025, with a balance of **$962,300**[225](index=225&type=chunk) [NOTE 4. Property and Equipment](index=48&type=section&id=NOTE%204.%20PROPERTY%20AND%20EQUIPMENT) Net property and equipment increased to $602,172 in 2025, with higher depreciation expense Property and Equipment, Net (As of June 30) | Item | 2025 ($) | 2024 ($) | | :---------------------------------- | :---------- | :---------- | | Computer equipment | 2,700,590 | 2,684,626 | | Furniture and equipment | 180,976 | 180,976 | | Leased equipment | 905,765 | 629,947 | | Leasehold improvements | 681,314 | 681,314 | | Less accumulated depreciation and amortization | (3,866,473) | (3,663,586) | | **Total Property and Equipment, net** | **602,172** | **513,277** | - Depreciation expense was **$581,513** for 2025, up from **$546,341** in 2024[269](index=269&type=chunk) [NOTE 5. Capitalized Software Costs](index=48&type=section&id=NOTE%205.%20CAPITALIZED%20SOFTWARE%20COSTS) Net capitalized software costs decreased to $128,207 in 2025, with lower amortization expense Capitalized Software Costs, Net (As of June 30) | Item | 2025 ($) | 2024 ($) | | :---------------------------- | :---------- | :---------- | | Capitalized software costs | 3,678,289 | 3,678,289 | | Less accumulated amortization | (3,550,082) | (3,293,668) | | **Total Capitalized Software Costs, net** | **128,207** | **384,621** | - Amortization expense for capitalized software was **$256,414** in 2025, a decrease from **$313,659** in 2024[270](index=270&type=chunk) [NOTE 6. Acquisition Related Intangible Assets, Net](index=48&type=section&id=NOTE%206.%20ACQUISITION%20RELATED%20INTANGIBLE%20ASSETS,%20NET) Customer relationships were fully amortized by June 30, 2025 Customer Relationships, Net (As of June 30) | Item | 2025 ($) | 2024 ($) | | :---------------------------- | :---------- | :---------- | | Customer relationships | 5,537,161 | 5,537,161 | | Less accumulated amortization | (5,537,161) | (5,405,761) | | **Total Customer Relationships, net** | **-** | **131,400** | - Customer relationships were fully amortized by June 30, 2025, with amortization expense of **$131,400** in both 2025 and 2024[271](index=271&type=chunk) [NOTE 7. Accrued Liabilities](index=49&type=section&id=NOTE%207.%20ACCRUED%20LIABILITIES) Total accrued liabilities increased by 18.5% due to higher accrued taxes and stock-based compensation Accrued Liabilities (As of June 30) | Item | 2025 ($) | 2024 ($) | | :------------------------------ | :---------- | :---------- | | Accrued stock-based compensation | 237,249 | 172,170 | | Accrued compensation and other liabilities | 690,335 | 730,089 | | Accrued taxes | 511,248 | 231,935 | | Accrued dividends | 403,007 | 420,581 | | **Total Accrued Liabilities** | **1,841,839** | **1,554,775** | - Total accrued liabilities increased by **$287,064** (**18.5%**) from 2024 to 2025, primarily due to higher accrued taxes and stock-based compensation[272](index=272&type=chunk) [NOTE 8. Line of Credit](index=49&type=section&id=NOTE%208.%20LINE%20OF%20CREDIT) The $10.0 million revolving credit agreement was terminated in March 2024, resulting in zero bank debt - The company terminated its **$10.00 million** revolving credit agreement with U.S. Bank N.A. on March 15, 2024, due to its strong financial position[277](index=277&type=chunk) - As of June 30, 2025, the company had zero bank debt[275](index=275&type=chunk) [NOTE 9. Deferred Revenue](index=49&type=section&id=NOTE%209.%20DEFERRED%20REVENUE) Deferred revenue increased by 30.1% to $3.18 million, primarily from subscription revenue Deferred Revenue (As of June 30) | Item | 2025 ($) | 2024 ($) | | :----------- | :---------- | :---------- | | Subscription | 2,799,317 | 2,085,621 | | Other | 376,591 | 355,613 | | **Total** | **3,175,908** | **2,441,234** | - Deferred revenue increased by **$734,674** (**30.1%**) from 2024 to 2025, primarily driven by subscription revenue[278](index=278&type=chunk) [NOTE 10. Income Taxes](index=49&type=section&id=NOTE%2010.%20INCOME%20TAXES) Total income tax provision increased by 80.5% to $675,850, with federal current tax provision in 2025 Provision for Income Taxes (Fiscal Years Ended June 30) | Item | 2025 ($) | 2024 ($) | | :-------------------- | :-------- | :-------- | | Current: Federal | 641,718 | - | | Current: State | 34,132 | 374,491 | | **Total Current Provision** | **675,850** | **374,491** | - Total income tax provision increased by **80.5%** from **$374,491** in 2024 to **$675,850** in 2025, with federal current tax provision appearing in 2025[280](index=280&type=chunk) - The company had net operating loss carryforwards of approximately **$7.02 million** at June 30, 2025, with a significant portion expiring in 2019[282](index=282&type=chunk) - A Research & Development Tax Study is estimated to provide **$1.10 million** to **$4.80 million** in tax credits, with **$1.10 million** estimated in the current tax provision[285](index=285&type=chunk) [NOTE 11. Commitments and Contingencies](index=52&type=section&id=NOTE%2011.%20COMMITMENTS%20AND%20CONTINGENCIES) Operating lease for office space expired and was not renewed, now on a month-to-month basis - The company's operating lease for its office space expired during fiscal year 2025 and was not renewed, resulting in derecognition of the related right-of-use asset and lease liability[291](index=291&type=chunk) - The company now leases office space under a month-to-month arrangement that qualifies as a short-term lease, for which no right-of-use asset or lease liability is recognized[291](index=291&type=chunk) [NOTE 12. Employee Benefit Plan](index=52&type=section&id=NOTE%2012.%20EMPLOYEE%20BENEFIT%20PLAN) Offers a 401(k) plan, with employer matching contributions totaling $64,098 in 2025 - The company offers a **401(k)** employee benefit plan and, at its discretion, may match employee contributions. Employer matching contributions totaled **$64,098** in 2025, compared to **$0** in 2024[293](index=293&type=chunk) [NOTE 13. Stockholders Equity](index=52&type=section&id=NOTE%2013.%20STOCKHOLDERS%20EQUITY) Total equity increased, driven by net income, offset by dividends and Preferred Stock redemptions - The company's **2011** Stock Plan terminated on April 1, 2023, and was replaced by the **2023** Omnibus Equity Incentive Plan (**400,000** shares authorized) and the **2023** Employee Stock Purchase Plan (**50,000** shares authorized), both approved by shareholders in November 2023[295](index=295&type=chunk)[296](index=296&type=chunk)[297](index=297&type=chunk) - As of June 30, 2025, there was approximately **$4.50 million** of unrecognized stock-based compensation obligations under equity compensation plans[301](index=301&type=chunk) - The company redeemed **280,372** shares of Series B Preferred Stock in 2025 for **$3.00 million** and completed the full redemption of Series B-1 Preferred Stock in fiscal 2024[306](index=306&type=chunk)[307](index=307&type=chunk) Restricted Stock Units Activity | Item | Restricted Stock Units | Weighted Average Grant Date Fair Value ($/share) | | :------------------------ | :--------------------- | :----------------------------------------------- | | Outstanding at July 1, 2023 | 907,451 | 5.30 | | Granted | 15,130 | 10.55 | | Vested and issued | (69,437) | 5.53 | | Outstanding at June 30, 2024 | 853,144 | 5.37 | | Granted | 6,368 | 18.87 | | Vested and issued | (31,989) | 6.78 | | Outstanding at June 30, 2025 | 827,523 | 5.45 | Warrants Outstanding (As of June 30, 2025) | Range of Exercise Prices | Number Outstanding | Weighted Average Remaining Contractual Life (years) | Weighted Average Exercise Price | | :----------------------- | :----------------- | :-------------------------------------------------- | :------------------------------ | | $4.00 | 1,085,068 | 0.60 | $4.00 | | $10.00 | 15,825 | 0.57 | $10.00 | | **Total** | **1,100,893** | **0.60** | **$4.09** | [NOTE 14. Recent Accounting Pronouncements](index=56&type=section&id=NOTE%2014.%20RECENT%20ACCOUNTING%20PRONOUNCEMENTS) New ASUs on income tax and income statement expense disclosures are expected to impact disclosures, not financial statements - ASU 2023-09 (Improvements to Income Tax Disclosures) requires disaggregated income tax disclosures starting fiscal year 2026[313](index=313&type=chunk) - ASU 2024-03 (Disaggregation of Income Statement Expenses) requires specified disclosures about certain costs and expenses starting fiscal year 2028[314](index=314&type=chunk) - Both new standards are expected to impact disclosures but not the consolidated financial statements[313](index=313&type=chunk)[314](index=314&type=chunk) [NOTE 15. Related Party Transactions](index=56&type=section&id=NOTE%2015.%20RELATED%20PARTY%20TRANSACTIONS) Paid Fields Management $1.03 million for executive services and redeemed Preferred Stock from related parties - The company paid Fields Management, Inc. (controlled by CEO Randall K. Fields) **$1.03 million** in 2025 and **$969,804** in 2024 for executive management services[315](index=315&type=chunk) - In 2025, the company redeemed **$2.94 million** in Series B Preferred Stock from Mr. Randall K. Fields, his affiliates, and Robert W. Allen (a director)[316](index=316&type=chunk) [NOTE 16. Segment Information](index=57&type=section&id=NOTE%2016.%20SEGMENT%20INFORMATION) Operates as one segment, with the CEO reviewing consolidated financial metrics for performance assessment - The company operates as one operating segment, with the CEO reviewing consolidated financial information (gross profit margin, operating margin, net income) to assess performance and allocate resources[317](index=317&type=chunk) [NOTE 17. Subsequent Events](index=57&type=section&id=NOTE%2017.%20SUBSEQUENT%20EVENTS) No subsequent events identified that are reasonably likely to impact financial statements - No events have occurred subsequent to June 30, 2025, that are reasonably likely to impact the company's financial statements[318](index=318&type=chunk)

Financial Data and Key Metrics Changes - For the fiscal year ending June 30, 2025, total revenue increased by 11% from $20.5 million to $22.6 million [5] - Recurring revenue rose by 10% to $22.3 million, with setup fees increasing from $95,000 in fiscal 2024 to over $300,000 in fiscal 2025 [5] - Total operating expenses increased by 6%, primarily due to investments in RTN and other development costs [5] - Fiscal year income from operations increased by 24% to $6.2 million, while GAAP net income rose by 17% to $7 million [7] - Earnings per share for fiscal year 2025 was $0.36 basic and $0.35 diluted, reflecting a year-over-year EPS growth of 21% [8] - Cash from operations increased by 21% from $7 million to $8.4 million, and total cash rose by 14% from $25.2 million to $28.6 million [8] Business Line Data and Key Metrics Changes - Annual recurring revenue continues to represent between 98% and 99% of total revenue, indicating strong stability in recurring income [8] - The increase in deferred revenue was 30%, from $2.4 million to $3.2 million, indicating future revenue growth [12] Market Data and Key Metrics Changes - The company is experiencing growth across all lines of business, including compliance and supply chain, not just traceability [11] - The traceability initiative has expanded the target market significantly, allowing the company to engage with smaller accounts effectively [19] Company Strategy and Development Direction - The company's strategy focuses on growing annual recurring revenue between 10% to 20% while increasing profitability at a faster rate [4] - The management emphasizes a customer-centric approach, ensuring exceptional service to drive further sales [15] - The company aims to enhance its contribution margin from approximately 50% towards 80% through investments in automation and efficiency [15] Management's Comments on Operating Environment and Future Outlook - Management remains confident in the company's growth trajectory, expecting to double the size of the company over the next several years [10] - The company is adapting to market changes and regulatory requirements, particularly in traceability, which is seen as a significant growth opportunity [26] Other Important Information - The company has zero bank debt and has been actively returning capital to shareholders through share buybacks and dividends [16][17] - The capital allocation strategy includes redeeming preferred shares and increasing common stock dividends [17] Q&A Session Summary Question: Did you change your pricing or billing strategy? - The company has not fundamentally changed its pricing or billing strategy but has found that automation allows them to effectively serve smaller accounts as well as larger ones [30][31] Question: How have tariffs impacted your business? - Currently, tariffs have not significantly impacted the business, but there is potential for future effects on the food supply chain [32][33] Question: What are your thoughts on strategic M&A? - The company is open to M&A opportunities that are accretive and would enhance their service offerings or market reach [35][36] Question: Would you consider paying a one-time dividend? - Management prefers to focus on increasing regular dividends rather than issuing a one-time dividend, as it provides more consistent value to shareholders [38][39] Question: Do you have any crypto treasury plans? - The company has no plans to invest in cryptocurrency, viewing it as too risky and preferring to focus on their established capital allocation strategy [43][44]

Financial Data and Key Metrics Changes - For the fiscal year ending June 30, 2025, total revenue increased by 11% from $20.5 million to $22.6 million [5] - Recurring revenue rose by 10% to $22.3 million, with setup fees increasing from $95,000 in fiscal 2024 to over $300,000 in fiscal 2025 [5] - Total operating expenses increased by 6%, primarily due to investments in RTN and other development costs [5] - GAAP net income increased by 17% from $6 million to $7 million, with earnings per share growing by 21% [7][8] - Cash from operations rose by 21% from $7 million to $8.4 million, and total cash increased by 14% from $25.2 million to $28.6 million [8][10] Business Line Data and Key Metrics Changes - Annual recurring revenue continues to represent between 98% and 99% of total revenue, indicating strong stability in recurring income [8] - The growth in deferred revenue was 30%, increasing from $2.4 million to $3.2 million, reflecting future revenue potential [12] Market Data and Key Metrics Changes - The company is experiencing growth across all lines of business, including compliance and supply chain, not just traceability [11] - The traceability network is becoming increasingly significant, with a growing number of referrals coming from suppliers and manufacturers [22] Company Strategy and Development Direction - The company aims to grow annual recurring revenue between 10% to 20% while increasing profitability at a faster rate [4] - A focus on automation and efficiency is central to the company's strategy, with ongoing investments in AI-driven onboarding tools [5][24] - The company is shifting its marketing approach to target smaller accounts, expanding its total addressable market [19] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in continued growth and profitability, projecting that the business model will double in size over the next several years [10] - The company is well-positioned to meet traceability requirements, which are increasingly important in the industry [26] - Management noted that the FDA's change in compliance timelines has provided breathing room for effective rollout [26] Other Important Information - The company has zero bank debt and has returned over $25 million in capital to shareholders through share buybacks and dividends [10][16] - The capital allocation strategy includes a commitment to return 50% of annual cash from operations to shareholders [17] Q&A Session Summary Question: Did you change your pricing or billing strategy? - Management clarified that the automation allows them to effectively serve smaller accounts, changing their marketing and billing approach [30][31] Question: How have tariffs impacted your business? - Management indicated that tariffs have not significantly impacted the business so far, but there could be future effects on the food supply chain [32][33] Question: What are your thoughts on strategic M&A? - Management is open to opportunities but has nothing to announce at this time, indicating increased interest in potential acquisitions [35][36] Question: Would you consider paying a one-time dividend? - Management expressed a preference for increasing regular dividends rather than issuing a one-time dividend, focusing on long-term growth [38][39] Question: Do you have any crypto treasury plans? - Management confirmed that they have no plans to invest in cryptocurrency, citing a preference for stability and risk management [43]

Financial Data and Key Metrics Changes - For the full fiscal year ending June 30, 2025, total revenue increased 11% from $20.5 million to $22.6 million [5] - Recurring revenue increased 10% to $22.3 million [5] - GAAP net income was $7 million, up 17% from $6 million last year [7] - Earnings per share for fiscal year 2025 was $0.36 basic and $0.35 diluted, resulting in a year-over-year EPS growth of 21% [8] - Cash from operations increased 21% from $7 million to $8.4 million [8] - Total cash increased 14% from $25.2 million to $28.6 million, with zero bank debt [8][10] Business Line Data and Key Metrics Changes - Setup fees increased from $95,000 in fiscal 2024 to over $300,000 in fiscal 2025 due to an increased number of suppliers onboarded [5] - Annual recurring revenue continues to represent between 98% and 99% of total revenue [8] - Deferred revenue increased 30% from $2.4 million to $3.2 million, indicating future revenue growth [5][12] Market Data and Key Metrics Changes - The company is experiencing growth in all lines of business, including compliance and supply chain, not just traceability [11] - The traceability network is becoming increasingly significant, with a growing number of referrals from suppliers and manufacturers [22][25] Company Strategy and Development Direction - The company aims to grow annual recurring revenue between 10% to 20% and grow profitability even faster [4] - A focus on automation and efficiency is key to expanding the addressable market, particularly targeting smaller accounts [18][19] - The company is positioning itself as a go-to source for traceability solutions, leveraging a common technology platform for cross-selling opportunities [26][27] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in continued growth and profitability, aiming to double the size of the company over the next several years [10] - The FDA's change in timeline for compliance has provided breathing room for effective rollout of services [26] - The company plans to maintain a strong balance sheet with no debt while returning capital to shareholders through dividends and stock buybacks [15][17] Other Important Information - The company has paid out over $5 million in cash dividends to shareholders and has increased the common stock dividend three times by 10% each since December 2023 [17] - The capital allocation strategy includes redeeming preferred shares and buying back common stock, with $8 million remaining for future buybacks [16] Q&A Session Summary Question: Did you change your pricing or billing strategy? - The company has not changed its pricing strategy but can now effectively serve smaller accounts due to automation, expanding its market reach [30][31] Question: How have tariffs impacted your business? - Currently, tariffs have not significantly impacted the business, but there is potential for future effects on the food supply chain [32][33] Question: What are your thoughts on strategic M&A? - The company is open to M&A opportunities that are accretive and would provide new customers or enter adjacent industries [35][36] Question: Would you consider paying a one-time dividend? - Management prefers to focus on increasing regular dividends rather than one-time payouts, emphasizing a consistent return strategy [38][39] Question: Do you have any crypto treasury plans? - The company has no plans to invest in crypto, viewing it as too risky and preferring to focus on its capital allocation strategy [43][44]

Financial Data and Key Metrics Changes - For the fiscal year ending June 30, 2025, total revenue increased by 11% from $20.5 million to $22.6 million [5] - Recurring revenue rose by 10% to $22.3 million, with setup fees increasing from $95,000 in fiscal 2024 to over $300,000 in fiscal 2025 [5] - Total operating expenses increased by 6%, primarily due to investments in RTN and other development costs [5] - GAAP net income increased by 17% from $6 million to $7 million, with earnings per share growing by 21% [6][7] - Cash from operations rose by 21% from $7 million to $8.4 million, and total cash increased by 14% from $25.2 million to $28.6 million [7][10] Business Line Data and Key Metrics Changes - Annual recurring revenue continues to represent between 98% and 99% of total revenue, indicating strong stability in revenue streams [8] - The company experienced growth across all lines of business, not just traceability, with significant momentum in compliance and supply chain solutions [11][12] Market Data and Key Metrics Changes - Deferred revenue increased by 30% from $2.4 million to $3.2 million, indicating strong future revenue potential [12] - The company is positioned as a leading solution provider for traceability requirements, with a growing network effect enhancing customer acquisition [25] Company Strategy and Development Direction - The company aims to grow annual recurring revenue between 10% to 20% while increasing profitability at a faster rate [4] - A focus on automation and efficiency is central to the company's strategy, allowing it to serve smaller accounts effectively [18][19] - The company is exploring a middle-out approach to market expansion, targeting both upstream and downstream customers [21][24] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in continued growth and profitability, projecting the potential to double the company's size in the coming years [10] - The company remains cautious about external factors such as tariffs but has not seen significant impacts thus far [32][33] - Management emphasized the importance of maintaining a strong balance sheet with zero bank debt while returning capital to shareholders [15][17] Other Important Information - The company has terminated its $12 million credit facility and has redeemed a significant portion of preferred shares [16] - A commitment to return 50% of annual cash from operations to shareholders while maintaining cash reserves is highlighted [17] Q&A Session Summary Question: Did you change your pricing or billing strategy? - The company clarified that it has not fundamentally changed its pricing strategy but can now effectively serve smaller accounts due to automation [29][30] Question: How have tariffs impacted your business? - Management indicated that tariffs have not significantly impacted the business yet, but there could be future implications for parts of the food supply chain [32][33] Question: What are your thoughts on strategic M&A? - The company is open to exploring M&A opportunities that are accretive and provide access to new customers or adjacent industries [34][36] Question: Would you consider paying a one-time dividend? - Management expressed a preference for increasing regular dividends rather than issuing a one-time dividend, emphasizing long-term growth [39][40] Question: Do you have any crypto treasury plans? - The company has no plans to invest in cryptocurrency, citing a preference for stability and risk management [42]

Group 1 - ReposiTrak (NYSE: TRAK) is a technology leader in the food industry, aiding retailers and suppliers in brand protection and compliance with industry standards [1] - The company offers a unique SaaS solution that differentiates it from typical commodity software, focusing on the specific needs of the food sector [1] Group 2 - The investor specializes in the consumer products sector, emphasizing the identification of companies with strong brand recognition, solid financials, and growth potential [1] - There is a strong emphasis on understanding consumer trends and the industry, which aids in identifying profitable investment opportunities [1]

Core Insights - ReposiTrak, the largest food traceability and regulatory compliance network, has announced the addition of 21 suppliers to its Traceability Network, focusing on sauces, condiments, and snacks [1] Company Developments - The new suppliers will facilitate the exchange of FDA-required Key Data Elements (KDEs) for each Critical Tracking Event, enhancing the efficiency of food traceability [1]

[Financial & Operational Highlights](index=1&type=section&id=Financial%20%26%20Operational%20Highlights) ReposiTrak achieved strong FQ3 2025 results with double-digit revenue and net income growth, driven by cross-selling and an accelerating network effect - Growth was delivered across all business lines: traceability, compliance, and supply chain, driven by accelerated cross-selling[4](index=4&type=chunk) - The onboarding of traceability customers has shifted from primarily retailers to mostly suppliers, expanding the **Total Addressable Market (TAM)**[4](index=4&type=chunk) - Over **70%** of new traceability suppliers are now joining the ReposiTrak Traceability Network (RTN) using an automated wizard with little or no human intervention[4](index=4&type=chunk) - The 'network effect' is accelerating as larger suppliers bring smaller ingredient providers into the network, driving increased cross-selling opportunities[4](index=4&type=chunk) [Financial Results](index=1&type=section&id=Financial%20Results) This section details ReposiTrak's double-digit revenue growth and increased profitability for FQ3 and the first nine months of fiscal 2025 [Third Fiscal Quarter 2025 Results](index=1&type=section&id=Third%20Fiscal%20Quarter%202025%20Results) ReposiTrak reported FQ3 2025 total revenue of **$5.9 million**, a **16.3%** increase, with GAAP net income up **26.8%** to **$2.0 million** and diluted EPS of **$0.10** FQ3 2025 vs FQ3 2024 Financial Performance | Metric | FQ3 2025 | FQ3 2024 | % Change | | :--- | :--- | :--- | :--- | | Total Revenue | $5.9M | $5.1M | +16.3% | | Operating Income | $1.8M | $1.3M | +43% | | GAAP Net Income | $2.0M | $1.6M | +26.8% | | Net Income to Common Shareholders | $1.9M | $1.4M | +32.8% | | Diluted EPS | $0.10 | $0.08 | +25% | - **98%** of the revenue in the quarter was recurring[6](index=6&type=chunk) - The company finished the quarter with over **$28.1 million** in cash and no bank debt[6](index=6&type=chunk)[10](index=10&type=chunk) [Year-to-Date Fiscal 2025 Results](index=2&type=section&id=Year-to-Date%20Fiscal%202025%20Results) For the nine months ended March 31, 2025, total revenue grew **10.3%** to **$16.9 million**, with GAAP net income increasing **18.3%** to **$5.2 million** YTD FY2025 vs YTD FY2024 Financial Performance | Metric | Nine Months Ended 3/31/2025 | Nine Months Ended 3/31/2024 | % Change | | :--- | :--- | :--- | :--- | | Total Revenue | $16.9M | $15.3M | +10.3% | | GAAP Net Income | $5.2M | $4.4M | +18.3% | | Net Income to Common Shareholders | $4.9M | $4.0M | +23.8% | | Diluted EPS | $0.26 | $0.21 | +23.8% | [Capital Management & Balance Sheet](index=2&type=section&id=Capital%20Management%20%26%20Balance%20Sheet) ReposiTrak continues to return capital to shareholders through preferred share redemptions and common stock dividends, maintaining a strong balance sheet with **$28.1 million** in cash - In FQ3 2025, the company redeemed **70,093** preferred shares for **$749,995**, anticipating full redemption within three years[8](index=8&type=chunk) - A quarterly dividend of **$0.01815** per share was declared on March 21, 2025[9](index=9&type=chunk) - Approximately **$7.9 million** remains under the common share buyback authorization, with no shares repurchased during the quarter[8](index=8&type=chunk) - The company's cash and cash equivalents increased by **11.9%** to **$28.1 million** at March 31, 2025, from **$25.2 million** at June 30, 2024[10](index=10&type=chunk) [Financial Statements](index=4&type=section&id=Financial%20Statements) This section presents the unaudited consolidated financial statements for periods ended March 31, 2025, including Balance Sheets, Statements of Operations, and Cash Flows [Consolidated Condensed Balance Sheets](index=4&type=section&id=REPOSITRAK%2C%20INC.%20Consolidated%20Condensed%20Balance%20Sheets%20%28Unaudited%29) As of March 31, 2025, ReposiTrak reported total assets of **$54.8 million** and total liabilities of **$5.9 million**, with cash increasing to **$28.1 million** Key Balance Sheet Items | Account | March 31, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Cash | $28,134,321 | $25,153,862 | | Total Assets | $54,834,436 | $51,596,732 | | Total Liabilities | $5,913,370 | $4,742,114 | | Total Stockholders' Equity | $48,921,066 | $46,854,618 | [Consolidated Condensed Statements of Operations](index=5&type=section&id=REPOSITRAK%2C%20INC.%20Consolidated%20Condensed%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20%28Unaudited%29) For the three months ended March 31, 2025, revenue was **$5.9 million** with net income of **$2.0 million**, while the nine-month period saw **$16.8 million** revenue and **$5.2 million** net income Quarterly Statement of Operations (Three Months Ended March 31) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | $5,913,732 | $5,084,866 | | Income from operations | $1,808,853 | $1,262,343 | | Net income | $1,965,788 | $1,550,427 | | Diluted income per share | $0.10 | $0.08 | Year-to-Date Statement of Operations (Nine Months Ended March 31) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | $16,845,782 | $15,270,729 | | Income from operations | $4,640,965 | $3,703,203 | | Net income | $5,182,023 | $4,380,124 | | Diluted income per share | $0.26 | $0.21 | [Consolidated Condensed Statements of Cash Flows](index=6&type=section&id=REPOSITRAK%2C%20INC.%20Consolidated%20Condensed%20Statements%20of%20Cash%20Flows%20%28Unaudited%29) For the nine months ended March 31, 2025, net cash from operating activities was **$6.8 million**, with a **$3.0 million** increase in the cash balance Key Cash Flow Items (Nine Months Ended March 31) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $6,763,371 | $4,910,741 | | Net cash used in financing activities | $(3,789,227) | $(4,400,402) | | Net increase in cash | $2,980,459 | $461,801 | | Cash at end of period | $28,134,321 | $24,452,680 | [Other Information](index=2&type=section&id=Other%20Information) This section includes details for the investor conference call, a forward-looking statement disclaimer, and investor relations contact information - The company will host a conference call on Thursday, May 15, 2025, at **4:15 p.m. ET** to discuss the results[11](index=11&type=chunk)[12](index=12&type=chunk) - The report contains forward-looking statements subject to risks and uncertainties, cautioning readers against undue reliance[13](index=13&type=chunk)

Financial Data and Key Metrics Changes - Total revenue for the third quarter of fiscal 2025 increased by 16% to $5.9 million compared to $5.1 million in the prior year [14] - GAAP net income rose from $1.6 million to $2 million, reflecting a 27% increase [16] - Earnings per share increased to $0.10 from $0.08, marking a 25% rise [17] - For the fiscal year to date, total revenue increased by 10.3% to $16.8 million [18] Business Line Data and Key Metrics Changes - Recurring revenue increased by 15% to $5.8 million, although the percentage of recurring revenue to total revenue declined from 99% to 98% due to accelerated customer onboarding [15] - Income from operations increased by 43% from $1.3 million to $1.8 million [16] - The company is experiencing growth across all lines of business, including traceability, compliance, and supply chain [11][28] Market Data and Key Metrics Changes - The FDA extended the enforcement deadline for compliance by 30 months, allowing more time for smaller distributors and producers to meet requirements [21] - Major retailers are prioritizing food safety and investing in food traceability, which is driving market adoption [23] Company Strategy and Development Direction - The company aims to grow annual revenue at a double-digit pace of 10% to 20% while increasing profitability even faster [6][28] - The strategy includes exceptional customer care, flawless execution, and balancing costs with opportunities [13][20] - The company is focused on cross-selling initiatives, leveraging a single technology platform to enhance operational efficiencies [25][49] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in continued revenue growth and cash generation, with expectations to return about 50% of annual cash from operations to shareholders [30] - The company is optimistic about its ability to grow revenue and earnings, with a focus on maintaining customer service quality [29][31] Other Important Information - The company has over $28 million in cash as of March 31, 2025, after returning more than $25 million to shareholders through dividends and stock buybacks [17][20] - The company plans to continue its capital allocation strategy, focusing on returning capital to shareholders while building cash reserves [20][59] Q&A Session Summary Question: Impact of tariffs on the business - Management indicated that tariffs introduce uncertainty but have not significantly impacted business operations [33][34] Question: Changes in cost structure and profitability - Management stated that while they will continue to invest in awareness and automation, the cost structure is not expected to change significantly [35][36] Question: Contribution margin on incremental revenue - Current contribution margin is approximately 50%, with a goal to increase it to 70-80% as onboarding costs flatten [40] Question: Growth of other initiatives and cross-selling - Management highlighted that cross-selling is becoming more effective, with growth across various business lines [41][49] Question: Capital allocation plans and M&A strategy - The company prefers building applications in-house rather than acquiring technologies, focusing on domain knowledge and customer acquisition [51][52]

PART I - FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed consolidated financial statements for ReposiTrak, Inc. as of March 31, 2025, show an increase in total assets to $54.8 million from $51.6 million at June 30, 2024, driven by a rise in cash [Consolidated Condensed Balance Sheets](index=3&type=section&id=Consolidated%20Condensed%20Balance%20Sheets) As of March 31, 2025, total assets were $54.8 million, an increase from $51.6 million on June 30, 2024, primarily driven by an increase in cash to $28.1 million, while total liabilities rose to $5.9 million and total stockholders' equity increased to $48.9 million Consolidated Condensed Balance Sheet Highlights (Unaudited) | Account | March 31, 2025 | June 30, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $28,134,321 | $25,153,862 | | Total Current Assets | $32,752,375 | $29,300,167 | | Goodwill | $20,883,886 | $20,883,886 | | **Total Assets** | **$54,834,436** | **$51,596,732** | | **Liabilities & Equity** | | | | Total current liabilities | $5,434,176 | $4,543,142 | | Total liabilities | $5,913,370 | $4,742,114 | | **Total stockholders' equity** | **$48,921,066** | **$46,854,618** | [Consolidated Condensed Statements of Operations and Comprehensive Income](index=5&type=section&id=Consolidated%20Condensed%20Statements%20of%20Operations%20and%20Comprehensive%20Income) For the three months ended March 31, 2025, revenue increased 16.3% year-over-year to $5.9 million, and net income rose to $2.0 million, while for the nine-month period, revenue grew 10.3% to $16.8 million, with net income increasing to $5.2 million and diluted EPS reaching $0.26 Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | Nine Months Ended Mar 31, 2025 | Nine Months Ended Mar 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $5,913,732 | $5,084,866 | $16,845,782 | $15,270,729 | | Income from operations | $1,808,853 | $1,262,343 | $4,640,965 | $3,703,203 | | Net income | $1,965,788 | $1,550,427 | $5,182,023 | $4,380,124 | | Diluted income per share | $0.10 | $0.08 | $0.26 | $0.21 | [Consolidated Condensed Statements of Cash Flows](index=6&type=section&id=Consolidated%20Condensed%20Statements%20of%20Cash%20Flows) For the nine months ended March 31, 2025, net cash provided by operating activities was $6.8 million, a 38% increase from the prior year, while net cash used in financing activities decreased to $3.8 million, resulting in a $3.0 million increase in cash and cash equivalents to $28.1 million Cash Flow Highlights (Unaudited, Nine Months Ended March 31) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $6,763,371 | $4,910,741 | | Net cash provided by (used in) investing activities | $6,315 | ($48,538) | | Net cash used in financing activities | ($3,789,227) | ($4,400,402) | | **Net increase in cash** | **$2,980,459** | **$461,801** | | **Cash at end of period** | **$28,134,321** | **$24,452,680** | [Notes to Consolidated Condensed Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Condensed%20Financial%20Statements) The notes detail the company's SaaS business model, key accounting policies including revenue recognition, equity section specifics like the share repurchase program and preferred stock redemption plan, and related party transactions - The company operates a B2B SaaS platform with three main service suites: Compliance Management, Traceability Network (RTN), and Supply Chain Solutions, primarily serving food retailers, wholesalers, and their suppliers in a hub-and-spoke model[18](index=18&type=chunk)[21](index=21&type=chunk)[24](index=24&type=chunk) - On December 21, 2023, the company changed its corporate name from Park City Group, Inc. to ReposiTrak, Inc[22](index=22&type=chunk) Disaggregation of Revenue (Nine Months Ended March 31) | Revenue Type | 2025 | 2024 | | :--- | :--- | :--- | | Recurring revenue – subscription and support | $16,547,879 | $15,250,302 | | Non-recurring revenue – setup and training | $297,903 | $20,427 | | **Total revenue** | **$16,845,782** | **$15,270,729** | - The company is executing a three-year plan to redeem all Series B and B-1 Preferred Stock, which began in August 2023, with **$4.3 million** remaining available for future redemptions as of March 31, 2025[54](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk) - The Board has authorized a total of **$21.0 million** for the Share Repurchase Program, with **$7.9 million** remaining available for repurchases as of March 31, 2025[62](index=62&type=chunk)[63](index=63&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes revenue growth to increased demand for its compliance, supply chain, and traceability solutions, driven by regulatory requirements like FSMA 204, maintaining a strong liquidity position with $28.1 million in cash and no bank debt as of March 31, 2025 [Recent Developments](index=22&type=section&id=Recent%20Developments) The company declared a quarterly cash dividend in March 2025, while the FDA's FSMA 204, despite an extended compliance deadline to July 2028, is driving significant demand for the ReposiTrak Traceability Network due to accelerated retailer requirements - On March 21, 2025, the Board declared a quarterly cash dividend of **$0.01815 per share**[77](index=77&type=chunk) - The compliance deadline for FSMA 204 was extended to **July 20, 2028**, but major retailers are accelerating timelines, with some requiring compliance by **June 30, 2025**, for all foods, not just those on the FDA's Food Traceability List (FTL)[81](index=81&type=chunk)[83](index=83&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) For the three months ended March 31, 2025, revenue increased 16% year-over-year to $5.9 million, driven by recurring subscription growth, with operating expenses rising modestly, while for the nine-month period, revenue grew 10% to $16.8 million, reflecting operational leverage Comparison of Three Months Ended March 31, 2025 to 2024 | Item | 2025 | 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $5,913,732 | $5,084,866 | $828,866 | 16% | | Cost of services | $911,693 | $831,912 | $79,781 | 10% | | Sales and marketing | $1,408,861 | $1,349,838 | $59,023 | 4% | | General and administrative | $1,455,602 | $1,352,197 | $103,405 | 8% | Comparison of Nine Months Ended March 31, 2025 to 2024 | Item | 2025 | 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $16,845,782 | $15,270,729 | $1,575,053 | 10% | | Cost of services | $2,773,468 | $2,571,533 | $201,935 | 8% | | Sales and marketing | $4,392,997 | $4,119,716 | $273,281 | 7% | | General and administrative | $4,124,706 | $3,978,798 | $145,908 | 4% | [Financial Position, Liquidity and Capital Resources](index=28&type=section&id=Financial%20Position,%20Liquidity%20and%20Capital%20Resources) The company's liquidity remains strong, with cash and equivalents increasing by 12% to $28.1 million at March 31, 2025, working capital improving to $27.3 million, and cash from operations growing 38% to $6.8 million, leading to the termination of its revolving credit facility and zero bank debt - Cash and cash equivalents increased by **12%** to **$28,134,321** as of March 31, 2025, from **$25,153,862** at June 30, 2024[103](index=103&type=chunk)[104](index=104&type=chunk) - Net cash provided by operating activities for the nine months ended March 31, 2025, increased **38%** to **$6,763,371**, primarily due to higher deferred revenue and collections from traceability customers[105](index=105&type=chunk) - Working capital increased by **$2.6 million** to **$27,318,199** at March 31, 2025, from **$24,757,025** at June 30, 2024[109](index=109&type=chunk) - On March 15, 2024, the company chose not to renew its **$10.0 million** Revolving Credit Agreement due to its strong financial position and had **zero bank debt** at March 31, 2025[114](index=114&type=chunk)[111](index=111&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk is primarily related to interest rate changes affecting its short-term investments, with no foreign currency exchange risk as business is conducted principally in the U.S., and management does not expect material effects on net income from interest rate changes - The company's financial results are not affected by foreign currency exchange rates as business is conducted principally in the United States[131](index=131&type=chunk) - Interest rate risk is related to investments in short-term financial instruments, with cash totaling **$28.1 million** at a weighted average interest rate of **4.84%** as of March 31, 2025[132](index=132&type=chunk)[134](index=134&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures as of March 31, 2025, concluding they are effective, with no material changes to internal control over financial reporting identified during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of March 31, 2025[135](index=135&type=chunk) - No material changes to the company's internal control over financial reporting were identified during the quarter[135](index=135&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any pending or threatened material legal proceedings that would have a material adverse effect on its business or financial condition - There are no pending or threatened material legal proceedings against the company[137](index=137&type=chunk) [Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) There have been no new risk factors identified beyond those disclosed in the company's Annual Report on Form 10-K for the fiscal year ended June 30, 2024 - No additional risk factors have been identified since the last Annual Report on Form 10-K[138](index=138&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the period - None[139](index=139&type=chunk) [Exhibits](index=34&type=section&id=Item%206.%20Exhibits) The report includes certifications from the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act of 2002, along with Inline XBRL data files - Exhibits filed include CEO and CFO certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents[142](index=142&type=chunk)