ReposiTrak(TRAK) - 2021 Q4 - Annual Report

PART I Business Park City Group, Inc. provides SaaS solutions via ReposiTrak for B2B supply chain, compliance, and e-commerce, serving retailers and suppliers - The company operates as a SaaS provider with a B2B platform, ReposiTrak, focusing on supply chain, compliance, and e-commerce for retailers and suppliers[16] - Business services are categorized into three main suites: MarketPlace, Compliance and Food Safety, and Supply Chain solutions[17] - The company formed the Food Traceability Leadership Consortium (FTLC) and is launching the ReposiTrak Traceability Network in September 2021 to address new FDA traceability rules[25][26][27] - The company received a $1.1 million PPP loan on April 23, 2020, which was fully forgiven on December 19, 2020[29] - Target Corporation accounted for approximately 9.2% of total revenue for the fiscal year ended June 30, 2021[42] Risk Factors The company faces risks including dependence on its CEO, intense competition, operational disruptions, security breaches, and significant insider control - The company's business is highly dependent on its founder and CEO, Randall K. Fields, whose loss would have a materially adverse effect[59] - The company faces threats from larger competitors with greater financial resources, potentially leading to pricing pressure and customer loss[63][64] - Service delivery relies on a third-party data center, making the company vulnerable to interruptions from system failures or natural disasters[75][76] - Security breaches of customer or company data pose a significant risk, potentially leading to loss of confidence, litigation, and financial liability[77][78] - Officers and directors control approximately 41% of common stock, with the CEO controlling 34%, granting significant influence over corporate matters[85] Properties The company's principal business location is a leased 10,000 square foot office in Murray, Utah - The company leases approximately 10,000 square feet for its corporate office in Murray, Utah[90] Legal Proceedings The company is not currently involved in any pending or threatened material legal proceedings - There are no pending or threatened material legal proceedings against the company[91] Mine Safety Disclosures This section is not applicable to the company's business operations - Not applicable[92] PART II Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock trades on NASDAQ, has not paid common dividends, and resumed its share repurchase program, increasing authorization to $6 million - The company's common stock is traded on the NASDAQ Capital Market under the symbol 'PCYG'[94] - The company has not paid dividends on its common stock, intending to retain future earnings for operations and expansion[95] - On May 18, 2021, the Board resumed its Share Repurchase Program, increasing the authorized amount from $4 million to $6 million, with approximately $2.05 million remaining as of June 30, 2021[99] Share Repurchases in Fiscal Year 2021 | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | Jan 1, 2021 – Mar 31, 2021 | 84,081 | $6.04 | | Apr 1, 2021 – Jun 30, 2021 | 126,927 | $6.30 | Selected Financial Data This section is not required as the company qualifies as a smaller reporting company - Disclosures in this section are not required as the company qualifies as a smaller reporting company[101] Management's Discussion and Analysis of Financial Condition and Results of Operations Fiscal 2021 saw revenue increase 5% to $21.0 million, net income surge to $4.1 million, and a strengthened financial position with cash rising 18% to $24.1 million Results of Operations Comparison (Fiscal Years Ended June 30) | Metric | 2021 | 2020 | % Change | | :--- | :--- | :--- | :--- | | Revenue | $21,007,076 | $20,038,054 | 5% | | Cost of Services | $6,884,647 | $6,997,424 | -2% | | Sales and Marketing | $4,995,578 | $5,775,309 | -14% | | General and Administrative | $5,214,936 | $4,948,443 | 5% | | Other Income | $1,301,892 | $157,176 | 728% | | Net Income | $4,117,395 | $1,593,269 | 158% | - The 5% increase in revenue was driven by growth in subscription and MarketPlace revenue, benefiting from PPE sales during the COVID-19 pandemic[129][130] - Other income significantly increased by 728%, primarily due to a gain on debt extinguishment from the forgiven PPP loan[137] Key Financial Position and Cash Flow Metrics (as of June 30) | Metric | 2021 | 2020 | % Change | | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | $24,070,322 | $20,345,330 | 18% | | Working Capital | $20,400,991 | $18,236,664 | 12% | | Cash from Operating Activities | $5,401,815 | $4,196,139 | 29% | Quantitative and Qualitative Disclosures About Market Risk The company's financial results are not affected by foreign currency exchange rates as all contracts are USD-denominated - The company has no exposure to foreign currency exchange rate changes as all contracts require payment in U.S. dollars[151] Financial Statements and Supplementary Data This section presents the company's audited consolidated financial statements for fiscal years 2021 and 2020, including auditor's report, balance sheets, income statements, equity, cash flows, and notes Report of Independent Registered Public Accounting Firm The independent auditor issued an unqualified opinion on the financial statements, highlighting revenue recognition for multiple-element arrangements as a critical audit matter - The auditor, Haynie & Company, provided an unqualified opinion on the financial statements[178] - Revenue Recognition for multiple-element arrangements was identified as a critical audit matter due to judgment in allocating revenue to performance obligations[182][183] Consolidated Financial Statements Fiscal 2021 consolidated financial statements show total assets at $55.0 million, liabilities decreased to $9.9 million, and net income rose to $4.1 million Consolidated Balance Sheet Highlights (as of June 30) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Total Current Assets | $29,701,774 | $27,148,911 | | Total Assets | $55,046,883 | $53,431,045 | | Total Current Liabilities | $9,300,783 | $8,912,247 | | Total Liabilities | $9,905,997 | $10,847,612 | | Total Stockholders' Equity | $45,140,886 | $42,583,433 | Consolidated Statement of Operations Highlights (Year Ended June 30) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Revenue | $21,007,076 | $20,038,054 | | Income from Operations | $2,892,400 | $1,478,012 | | Net Income | $4,117,395 | $1,593,269 | | Diluted Earnings Per Share | $0.18 | $0.05 | Consolidated Statement of Cash Flows Highlights (Year Ended June 30) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $5,401,815 | $4,196,139 | | Net Cash Used in Investing Activities | ($318,873) | ($650,422) | | Net Cash Used in Financing Activities | ($1,357,950) | ($1,809,810) | Notes to Consolidated Financial Statements Notes detail accounting policies, revenue disaggregation showing 11% growth in recurring and Marketplace revenue, PPP loan forgiveness, share repurchase program, and adoption of new accounting standards Disaggregation of Revenue (Year Ended June 30) | Revenue Type | 2021 | 2020 | % Change | | :--- | :--- | :--- | :--- | | Recurring - Subscription, Support and Services | $17,733,134 | $16,043,245 | 11% | | Non - Recurring - Services | $37,121 | $849,288 | -96% | | Transaction Based - Marketplace | $3,236,821 | $2,927,271 | 11% | | Total | $21,007,076 | $20,038,054 | 5% | - The company's ~$1.1 million Paycheck Protection Program (PPP) loan was fully forgiven by the SBA on December 19, 2020[209][263] - As of June 30, 2021, approximately $4.5 million of unrecognized stock-based compensation expense remained, to be recognized over 2.51 years[283] - The company's share repurchase program was increased from $4 million to $6 million on May 18, 2021, with $2,050,885 remaining for future repurchases as of June 30, 2021[290] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reported no changes in or disagreements with its accountants regarding accounting principles or financial disclosure - None reported[153] Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were effective as of June 30, 2021 - Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2021[154] - Management concluded that the company's internal control over financial reporting was effective as of June 30, 2021, based on the COSO 2013 framework[157] Other Information The company reports no other information for this item - None[159] PART III Directors, Executive Officers and Corporate Governance Information on directors, executive officers, and corporate governance is incorporated by reference from the definitive proxy statement - Information is incorporated by reference from the company's definitive proxy statement[162] Executive Compensation Information on executive compensation is incorporated by reference from the company's definitive proxy statement - Information is incorporated by reference from the company's definitive proxy statement[163] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information on security ownership is incorporated by reference from the company's definitive proxy statement - Information is incorporated by reference from the company's definitive proxy statement[164] Certain Relationships and Related Transactions, and Director Independence Information on related party transactions and director independence is incorporated by reference from the company's definitive proxy statement - Information is incorporated by reference from the company's definitive proxy statement[165] Principal Accounting Fees and Services Information on principal accounting fees and services is incorporated by reference from the company's definitive proxy statement - Information is incorporated by reference from the company's definitive proxy statement[166] PART IV Exhibits, Financial Statement Schedules This section lists exhibits filed with the Form 10-K, including corporate governance documents, material contracts, and required certifications - This section provides a list of all exhibits filed with the Form 10-K, including governing documents, material contracts, and required certifications[168][169]