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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to .

Commission File Number 001-34941

REPOSITRAK, INC.

(Exact name of small business issuer as specified in its charter)

Nevada	37-1454128
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

5282 South Commerce Drive, Suite D292, Murray, Utah 84107

(Address of principal executive offices)

(435) 645-2000

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common stock, par value $0.01 per share

TRAK

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of November 13, 2025, 18,288,455 shares of the registrant’s common stock, $0.01 par value, were issued and outstanding.

Table of Contents

REPOSITRAK, INC.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Consolidated Condensed Balance Sheets as of September 30, 2025 and June 30, 2025 (Unaudited)	1
	Consolidated Condensed Statements of Operations and Comprehensive Income for the Three months Ended September 30, 2025 and 2024 (Unaudited)	2
	Consolidated Condensed Statements of Cash Flows for the Three months Ended September 30, 2025 and 2024 (Unaudited)	3
	Consolidated Condensed Statements of Stockholders’ Equity for the Three months Ended September 30, 2025 and 2024 (Unaudited)	4
	Notes to Consolidated Condensed Financial Statements	5

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	21

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 3.	Defaults Upon Senior Securities	22

Item 5.	Other Information	22

Item 6.	Exhibits	22

Signatures		23

Table of Contents

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REPOSITRAK, INC.

Consolidated Condensed Balance Sheets (Unaudited)

	*September 30,*			*June 30,*
	*2025*			*2025*
*Assets*
Current Assets
Cash	$	28,794,806		$	28,568,805
Receivables, net of allowance for doubtful accounts of $249,903 and $242,437 at September 30, 2025 and June 30, 2025, respectively		4,339,972			4,133,026
Contract asset – unbilled current portion		242,078			428,585
Prepaid expense and other current assets		737,421			555,384
Total Current Assets		34,114,277			33,685,800

Property and equipment, net		519,086			602,172

Other Assets:
Deposits and other assets		22,414			22,414
Prepaid expense – less current portion		5,486			6,568
Goodwill		20,883,886			20,883,886
Capitalized software costs, net		64,103			128,207
Total Other Assets		20,975,889			21,041,075

Total Assets	$	55,609,252		$	55,329,047

*Liabilities and Shareholders’ Equity*
Current liabilities
Accounts payable	$	309,626		$	282,146
Accrued liabilities		1,986,381			1,841,839
Contract liability – deferred revenue		2,686,197			3,175,908
Notes payable and financing leases – current		232,296			231,225
Total current liabilities		5,214,500			5,531,118

Long-term liabilities
Notes payable and financing leases – less current portion		225,008			278,748
Total liabilities		5,439,508			5,809,866

Commitments and contingencies

Stockholders’ equity:
Preferred Stock; $0.01 par value, 30,000,000 shares authorized;
Series B Preferred, 700,000 shares authorized; 266,005 and 336,098 shares issued and outstanding at September 30, 2025 and June 30, 2025, respectively		2,660			3,361
Common Stock, $0.01 par value, 50,000,000 shares authorized; 18,283,904 and 18,282,805 and issued and outstanding at September 30, 2025 and June 30, 2025, respectively		182,841			182,830
Additional paid-in capital		61,494,409			62,181,156
Accumulated other comprehensive loss		(19,865	)		(11,256	)
Accumulated deficit		(11,490,301	)		(12,836,910	)
Total stockholders’ equity		50,169,744			49,519,181
Total liabilities and stockholders’ equity	$	55,609,252		$	55,329,047

See accompanying notes to consolidated condensed financial statements.

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Table of Contents

REPOSITRAK, INC.

Consolidated Condensed Statements of Operations and Comprehensive Income (Unaudited)

	*Three Months Ended*
	*September 30,*
	*2025*			*2024*

Revenue	$	5,971,467		$	5,441,142

Operating expense:
Cost of revenue and product support		854,152			859,219
Sales and marketing		1,607,469			1,529,100
General and administrative		1,372,227			1,292,551
Depreciation and amortization		243,746			280,211
Total operating expense		4,077,594			3,961,081

Income from operations		1,893,873			1,480,061

Other income (expense):
Interest income		363,409			349,533
Interest expense		(11,327	)		(10,172	)
Realized gain (loss) on short term investments		(20,246	)		-
Unrealized gain (loss) on short term investments		43,819			(4,267	)
Income before income taxes		2,269,528			1,815,155

(Provision) for income taxes:		(449,999	)		(150,000	)
Net income		1,819,529			1,665,155

Dividends on preferred stock		(58,817	)		(107,882	)

Net income applicable to common shareholders	$	1,760,712		$	1,557,273

Weighted average shares, basic		18,288,000			18,244,000
Weighted average shares, diluted		19,130,000			19,102,000
Basic income per share	$	0.10		$	0.09
Diluted income per share	$	0.09		$	0.08
Comprehensive income:
Net income	$	1,819,529		$	1,665,155
Other comprehensive gain:
Unrealized gain (loss) on available-for-sale securities		(8,609	)		34,086
Total comprehensive income	$	1,810,920		$	1,699,241

See accompanying notes to consolidated condensed financial statements.

- 2 -

Table of Contents

REPOSITRAK, INC.

Consolidated Condensed Statements of Cash Flows (Unaudited)

	*Three Months Ended*
	*September 30,*
	*2025*			*2024*
Cash flows from operating activities:
Net income	$	1,819,529		$	1,665,155
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		243,746			280,211
Amortization of operating right of use asset		-			15,577
Stock compensation expense		101,023			100,044
Bad debt expense		225,000			150,000
(Increase) decrease in:
Accounts receivables		(245,439	)		(259,388	)
Long-term receivables, prepaids and other assets		(265,761	)		6,455
Increase (decrease) in:
Accounts payable		27,480			66,669
Operating lease liability		-			(15,511	)
Accrued liabilities		122,580			(284,097	)
Deferred revenue		(489,711	)		143,785
Net cash provided by operating activities		1,538,447			1,868,900

Cash flows from investing activities:
Purchase of property and equipment		(11,750	)		-
Sale (purchase) of marketable securities		(8,609	)		34,086
Net cash provided by (used in) investing activities		(20,359	)		34,086

Cash flows from financing activities:
Common Stock buyback/retirement		(149,985	)		-
Redemption of Series B Preferred		(749,995	)		(749,995	)
Proceeds from employee stock plan		63,479			59,852
Dividends paid		(402,917	)		(422,954	)
Payments on notes payable and capital leases		(52,669	)		(153,545	)
Net cash used in financing activities		(1,292,087	)		(1,266,642	)

Net increase (decrease) in cash and cash equivalents		226,001			636,344

Cash and cash equivalents at beginning of period		28,568,805			25,153,862
Cash and cash equivalents at end of period	$	28,794,806		$	25,790,206

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	536,561		$	312,098
Cash paid for interest	$	3,984		$	2,005
Cash paid for operating leases	$	-		$	18,686

Supplemental disclosure of non-cash investing and financing activities:
Common stock to pay accrued liabilities	$	99,999		$	69,985
Dividends accrued on preferred stock	$	58,817		$	107,882
Right-of-use asset	$	-		$	289,734

See accompanying notes to consolidated condensed financial statements.

- 3 -

Table of Contents

REPOSITRAK, INC.

Consolidated Condensed Statements of Stockholders’ Equity (Deficit) (Unaudited)

Three months Ended September 30, 2025

																			*Accumulated*
	*Series B*												*Additional*						*Other*
	*Preferred Stock*						*Common Stock*						*Paid-In*			*Accumulated*			*Comprehensive*
	*Shares*			*Amount*			*Shares*			*Amount*			*Capital*			*Deficit*			*Gain/Loss*			*Total*

Balance, June 30, 2025		336,098		$	3,361			18,282,805		$	182,830		$	62,181,156		$	(12,836,910	)	$	(11,256	)	$	49,519,181
Stock issued for:
Accrued compensation		-			-			6,241			62			99,937			-			-			99,999
Employee stock plan		-			-			3,573			36			63,443			-			-			63,479
Stock buyback		-			-			(8,715	)		(87	)		(149,898	)		-			-			(149,985	)
Preferred Stock redemption		(70,093	)		(701	)		-			-			(700,229	)		(49,065	)		-			(749,995	)
Preferred Dividends-Declared		-			-			-			-			-			(58,817	)		-			(58,817	)
Common Stock Dividends-Declared		-			-			-			-			-			(365,038	)		-			(365,038	)
Net income		-			-			-			-			-			1,819,529			-			1,819,529
Other comprehensive gain (loss)		-			-			-			-			-			-			(8,609	)		(8,609	)
Balance, September 30, 2025		266,005		$	2,660			18,283,904		$	182,841		$	61,494,409		$	(11,490,301	)	$	(19,865	)	$	50,169,744

Three months Ended September 30, 2024

																	Accumulated
	*Series B*										*Additional*						*Other*
	*Preferred Stock*						*Common Stock*				*Paid-In*			*Accumulated*			*Comprehensive*
	*Shares*			*Amount*			*Shares*		*Amount*		*Capital*			*Deficit*			*Gain/Loss*			*Total*

Balance, June 30, 2024		616,470		$	6,165			18,234,893	$	182,351	$	64,655,902		$	(17,962,410	)	$	(27,390	)	$	46,854,618
Stock issued for:
Accrued compensation		-			-			5,705		57		69,928			-			-			69,985
Employee stock plan		-			-			5,492		55		59,797			-			-			59,852
Stock buyback		-			-			-		-		-			-			-			-
Preferred Stock redemption		(70,093	)		(701	)		-		-		(700,229	)		(49,065	)		-			(749,995	)
Preferred Dividends-Declared		-			-			-		-		-			(107,882	)		-			(107,882	)
Common Stock Dividends-Declared		-			-			-		-		-			(301,060	)		-			(301,060	)
Net income		-			-			-		-		-			1,665,155			-			1,665,155
Other comprehensive gain (loss)		-			-			-		-		-			-			34,086			34,086
Balance, September 30, 2024		546,377		$	5,464			18,246,090	$	182,463	$	64,085,398		$	(16,755,262	)	$	6,696		$	47,524,759

See accompanying notes to consolidated condensed financial statements.

- 4 -

Table of Contents

REPOSITRAK, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1.

OVERVIEW OF OPERATIONS AND BASIS FOR PRESENTATION

Overview

ReposiTrak, Inc., a Nevada corporation (“ReposiTrak”, “We”, “us”, “our” or the “Company”), is a Software-as-a-Service company (“SaaS”) which operates a business-to-business (“B2B”) e-commerce, compliance & traceability, and supply chain management platform that partners with retailers, wholesalers, distributors and their product suppliers to (a) help them manage specific programs, such as out-of-stock management and scan-based trading; (b) reduce risk in their supply chain by managing compliance documents and data; ensure compliance with new regulatory requirements supporting traceability; and (c) improve product ordering and forecasting in order to accelerate sales, control risks, and improve supply chain efficiencies.

The Company’s services are grouped in three application suites:

ReposiTrak Compliance Management (“Compliance”) solutions, which helps the Company’s customers vet suppliers and reduce a company’s potential regulatory, legal, and criminal risk from its supply chain partners by providing a way for them to ensure these suppliers are compliant with food safety regulations, such as the Food Safety Modernization Act of 2011 (“FSMA”);

ReposiTrak Traceability Network (“Traceability” or “RTN”), which helps the Company’s customers comply with federal regulatory requirements of traceability and provides the lowest cost, easiest to use way to manage the capture and sharing of key data elements (“KDEs”) now required by Section 204d of FSMA 2011 as designated products move through the supply chain at each ‘event’ known as a ‘critical tracking event’ or “CTE”, which includes tracking from farm to shelf; and

ReposiTrak Supply Chain Solutions (“Supply Chain”), which help the Company’s customers to more efficiently manage various interactions with their suppliers. In other words, it provides customers with greater flexibility in sourcing products by enabling them to choose new suppliers and integrate them into their supply chain faster and more cost effectively, and it helps them to manage these relationships more efficiently, enhancing revenue while lowering working capital, labor costs and reducing waste.

The Company’s services are delivered though proprietary software products designed, developed, marketed and supported by the Company. These products provide visibility and facilitate improved business processes among all key constituents in the supply chain, starting with the retailer and moving backwards to suppliers and eventually to raw material providers.

The Company provides cloud-based applications and services that address e-commerce, supply chain, food safety, compliance and traceability activities. The principal customers for the Company’s products are household name multi-store food retail chains and restaurants including their suppliers, branded food manufacturers, food wholesalers and distributors, and other food service businesses.

The Company has a hub and spoke business model. The Company is typically engaged by retailers and wholesalers (“Hubs”), which in turn require their suppliers (“Spokes”) to utilize the Company’s services.

On December 21, 2023, the Company effected a change of its corporate name from Park City Group, Inc. to ReposiTrak, Inc. The Company is incorporated in the State of Nevada and has two principal subsidiaries: PC Group, Inc., a Utah corporation (98.76% owned) (“PCG Utah”), and Park City Group, Inc., a Delaware corporation (100% owned) (“PCG Delaware” and together with PCG Utah, the “Subsidiaries”). All intercompany transactions and balances have been eliminated in the Company’s consolidated financial statements, which contain the Company’s results from operations. The Company has no business operations separate from the operations conducted through its Subsidiaries.

The Company’s principal executive offices are located at 5282 South Commerce Drive, Suite D292, Murray, Utah 84107. Its telephone number is (435) 645-2000. Its website address is www.repositrak.com.

- 5 -

Table of Contents

Basis of Financial Statement Presentation

The interim financial information of the Company as of September 30, 2025 and for the three months ended September 30, 2025 is unaudited, and the balance sheet as of June 30, 2025 is derived from audited financial statements. The accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") for interim financial statements. Accordingly, they omit or condense notes and certain other information normally included in financial statements prepared in accordance with U.S. GAAP. The accounting policies followed for quarterly financial reporting conform with the accounting policies disclosed in the Notes to Financial Statements included in our Annual Report on Form 10-K for the year ended June 30, 2025. In the opinion of management, all adjustments necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. The results of operations for the three months ended September 30, 2025 are not necessarily indicative of the results that can be expected for the fiscal year ending June 30, 2026. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended June 30, 2025.

NOTE 2.

SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The financial statements presented herein reflect the consolidated financial position of ReposiTrak, Inc. and our subsidiaries. All inter-company transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that materially affect the amounts reported in the consolidated financial statements. Actual results could differ from these estimates. The methods, estimates, and judgments the Company uses in applying its most critical accounting policies have a significant impact on the results it reports in its financial statements. The U.S. Securities and Exchange Commission (“SEC”) has defined the most critical accounting policies as those that are most important to the portrayal of the Company’s financial condition and results and require the Company to make its most difficult and subjective judgments, often because of the need to make estimates of matters that are inherently uncertain. Based on this definition, the Company’s most critical accounting policies include revenue recognition, goodwill, other long-lived asset valuations, income taxes, stock-based compensation, and capitalization of software development costs.

Revenue Recognition

The Company recognizes revenue as it transfers control of deliverables (products, solutions and services) to its customers in an amount reflecting the consideration to which it expects to be entitled. To recognize revenue, the Company applies the following five step approach: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when a performance obligation is satisfied. The Company accounts for a contract based on the terms and conditions the parties agree to, if the contract has commercial substance and if collectability of consideration is probable. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience.

The Company may enter into arrangements that consist of multiple performance obligations. Such arrangements may include any combination of its deliverables. To the extent a contract includes multiple promised deliverables, the Company applies judgment to determine whether promised deliverables are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised deliverables are accounted for as a combined performance obligation. For arrangements with multiple distinct performance obligations, the Company allocates consideration among the performance obligations based on their relative standalone selling price. Standalone selling price is the price at which the Company would sell a promised good or service separately to the customer. When not directly observable, the Company typically estimates standalone selling price by using the expected cost plus a margin approach. The Company typically establishes a standalone selling price range for its deliverables, which is reassessed on a periodic basis or when facts and circumstances change.

For performance obligations where control is transferred over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the deliverables to be provided. Revenue related to fixed-price contracts for application development and systems integration services, consulting or other technology services is recognized as the service is performed using the output method, under which the total value of revenue is recognized based on each contract’s deliverable(s) as they are completed and when value is transferred to a customer. Revenue related to fixed-price application maintenance, testing and business process services is recognized based on our right to invoice for services performed for contracts in which the invoicing is representative of the value being delivered, in accordance with the practical expedient in FASB ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”), paragraph 606-10-55-18 (“ASC 606-10-55-18”).

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If the Company’s invoicing is not consistent with the value delivered, revenue is recognized as the service is performed based on the method described above. The output method measures the results achieved and value transferred to a customer, which is updated as the project progresses to reflect the latest available information; such estimates and changes in estimates involve the use of judgment. The cumulative impact of any revision in estimates is reflected in the financial reporting period in which the change in estimate becomes known and any anticipated losses on contracts are recognized immediately. Revenue related to fixed-price hosting and infrastructure services is recognized based on the Company’s right to invoice for services performed for contracts in which the invoicing is representative of the value being delivered, in accordance with the practical expedient in ASC 606-10-55-18. If the Company’s invoicing is not consistent with value delivered, revenue is recognized on a straight-line basis unless revenue is earned and obligations are fulfilled in a different pattern. The revenue recognition method applied to the types of contracts described above provides the most faithful depiction of performance towards satisfaction of the Company’s performance obligations.

Revenue related to the Company’s software license arrangements that do not require significant modification or customization of the underlying software is recognized when the software is delivered as control is transferred at a point in time. For software license arrangements that require significant functionality enhancements or modification of the software, revenue for the software license and related services is recognized as the services are performed in accordance with the methods described above. In software hosting arrangements, the rights provided to the customer, such as ownership of a license, contract termination provisions and the feasibility of the client to operate the software, are considered in determining whether the arrangement includes a license or a service. Revenue related to software maintenance and support is generally recognized on a straight-line basis over the contract period.

Management expects that incremental commission fees paid as a result of obtaining a contract are recoverable and therefore the Company capitalized them as contract costs. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less.

Revenue related to transaction-based or volume-based contracts is recognized over the period the services are provided in a manner that corresponds with the value transferred to the customer to-date relative to the remaining services to be provided.

From time to time, the Company may enter into arrangements with third party suppliers to resell products or services. In such cases, the Company evaluates whether the Company is the principal (i.e., report revenue on a gross basis) or agent (i.e., report revenue on a net basis). In doing so, the Company first evaluates whether it controls the good or service before it is transferred to the customer. If the Company controls the good or service before it is transferred to the customer, the Company is the principal; if not, the Company is the agent. Determining whether the Company controls the good or service before it is transferred to the customer may require judgment.

The Company provides customers with assurance that the related deliverable will function as the parties intended because it complies with agreed-upon specifications. General updates or patch fixes are not considered an additional performance obligation in the contract.

Variable consideration is estimated using either the sum of probability weighted amounts in a range of possible consideration amounts (expected value), or the single most likely amount in a range of possible consideration amounts (most likely amount), depending on which method better predicts the amount of consideration to which we may be entitled. The Company includes in the transaction price variable consideration only to the extent it is probable that a significant reversal of revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price may involve judgment and is based largely on an assessment of its anticipated performance and all information that is reasonably available to the Company.

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The Company assesses the timing of the transfer of goods or services to the customer as compared to the timing of payments to determine whether a significant financing component exists. As a practical expedient, the Company does not assess the existence of a significant financing component when the difference between payment and transfer of deliverables is a year or less. If the difference in timing arises for reasons other than the provision of finance to either the customer or us, no financing component is deemed to exist. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing its services, not to receive or provide financing from or to customers. The Company does not consider set up or transition fees paid upfront by its customers to represent a financing component, as such fees are required to encourage customer commitment to the project and protect us from early termination of the contract.

Trade Accounts Receivable and Contract Balances

We classify our right to consideration in exchange for deliverables as either a receivable or a contract asset (unbilled receivable). A receivable is a right to consideration that is unconditional (i.e. only the passage of time is required before payment is due). For example, we recognize a receivable for revenue related to our transaction or volume-based contracts when earned regardless of whether amounts have been billed. We present such receivables in trade accounts receivable, net in our consolidated statements of financial position at their net estimated realizable value. We maintain an allowance for doubtful accounts to provide for the estimated amount of receivables that may not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables, judgment, and other applicable factors.

A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets are presented in current and other assets in our consolidated balance sheets and primarily relate to unbilled amounts on fixed-price contracts utilizing the output method of revenue recognition. The table below shows movements in contract assets:

	*Contract*
	*assets*
Balance – June 30, 2025	$	428,585
Revenue recognized during the period but not billed		-
Amounts reclassified to accounts receivable		(101,700	)
Other		(84,807	)
Balance – September 30, 2025	$	242,078		⁽¹⁾

_⁽¹⁾

Contract asset balances for September 30, 2025 include a current and a long-term contract asset of $242,078 and $0, respectively.

Our contract assets and liabilities are reported at the end of each reporting period. The difference between the opening and closing balances of our contract assets and deferred revenue primarily results from the timing difference between our performance obligations and the customer’s payment. We receive payments from customers based on the terms established in our contracts, which may vary generally by contract type.

The table below shows movements in the deferred revenue balances (current and noncurrent) for the period:

	*Contract*
	*liability*
Balance – June 30, 2025	$	3,175,908
Amounts billed but not recognized as revenue		1,551,295
Revenue recognized related to the opening balance of deferred revenue		(2,041,006	)
Balance – September 30, 2025	$	2,686,197

Our contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. The difference between the opening and closing balances of our contract assets and deferred revenue primarily results from the timing difference between our performance obligations and the customer’s payment. We receive payments from customers based on the terms established in our contracts, which may vary generally by contract type.

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Disaggregation of Revenue

The table below presents disaggregated revenue from contracts with customers by contract-type. We believe this disaggregation best depicts the nature, amount, timing and uncertainty of our revenue and cash flows that may be affected by industry, market, and other economic factors:

	*Three Months Ended*
	*September 30,*
	*2025*		*2024*

Recurring revenue – subscription and support services	$	5,941,467	$	5,353,817
Non-recurring revenue – setup and training services		30,000		87,325
Total revenue	$	5,971,467	$	5,441,142

Earnings Per Share

Basic net income per share of our common stock, $0.01 par value (“Common Stock”) (“Basic EPS”), excludes dilution and is computed by dividing net income applicable to Common Stockholders by the weighted average number of Common Stock outstanding during the period. Diluted net income per share of Common Stock (“Diluted EPS”) reflects the potential dilution that could occur if stock options or other contracts to issue shares of Common Stock were exercised or converted into Common Stock. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an antidilutive effect on net income per share of Common Stock.

For the three months ended September 30, 2025 and 2024, warrants to purchase shares of our Common Stock at an exercise price of $10.00 per share were anti-dilutive and not included in the computation of diluted earnings per share because the exercise price of the options was greater than the average price of Common Stock for the quarter.

The following table presents the components of the computation of basic and diluted earnings per share for the periods indicated:

	*Three Months Ended*
	*September 30,*
	*2025*		*2024*
Numerator
Net income applicable to common shareholders	$	1,760,712	$	1,557,273

Denominator
Weighted average common shares outstanding, basic		18,288,000		18,244,000
Warrants to purchase Common Stock		842,000		858,000
Weighted average common shares outstanding, diluted		19,130,000		19,102,000

Net income per share
Basic	$	0.10	$	0.09
Diluted	$	0.09	$	0.08

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year’s presentation. These reclassifications have no impact on the previously reported results.

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NOTE 3.

EQUITY

				*Weighted*
				*Average*
				*Grant Date*
	*Restricted*			*Fair Value*
Restricted Stock Units	*Stock Units*			*($/share)*

Outstanding at June 30, 2025		827,523		$	5.45
Granted		-			-
Vested and issued		(2,483	)		10.07
Forfeited		-			-
Outstanding at September 30, 2025		825,040		$	5.43

As of September 30, 2025, there were 770 restricted stock units outstanding that had vested but for which shares of Common Stock had not yet been issued pursuant to the terms of the applicable agreement.

As of September 30, 2025, there was approximately $4.5 million of unrecognized stock-based compensation obligations under our equity compensation plans. The stock-based compensation obligation is in connection with certain employment agreements which have a deferral option at the Board’s discretion. At the end of the deferral period, the stock-based compensation expense associated with the obligation is expected to be recognized on a straight-line basis over a period of three years.

Warrants

Outstanding warrants were issued in connection with private placements of the Company’s Common Stock and with the restructuring of the Series B Preferred that occurred in March of 2018. The following table summarizes information about fixed stock warrants outstanding at September 30, 2025:

*Warrants Outstanding*								*Warrants Exercisable*
*at September 30, 2025*								*at September 30, 2025*
				*Weighted*
				*average*
*Range of*				*remaining*		*Weighted*				*Weighted*
*exercise*		*Number*		*contractual*		*average*		*Number*		*average*
*prices*		*Outstanding*		*life (years)*		*exercise price*		*exercisable*		*exercise price*
$	4.00		1,085,068		0.35	$	4.00		1,085,068	$	4.00
$	10.00		15,825		0.32	$	10.00		15,825	$	10.00
			1,100,893		0.35	$	4.09		1,100,893	$	4.09

During the quarter ended March 31, 2023, the Company’s Board of Directors approved the modification to extend the expiration dates of the Company’s existing January 26, 2023 and February 5, 2023 warrants by an additional three years. Accordingly, all the Company’s outstanding warrants have been extended and are anticipated to expire or be exercised on or before the quarter ending March 31, 2026.

Preferred Stock

The Company’s articles of incorporation currently authorize the issuance of up to 30,000,000 shares of ‘blank check’ preferred stock, par value $0.01 (“Preferred Stock”), with designations, rights, and preferences as may be determined from time to time by the Company’s Board of Directors, of which 700,000 shares are currently designated as Series B Preferred Stock (“Series B Preferred”). Series B Preferred Stock pay dividends at a rate of 7% per annum if paid by the Company in cash, or 9% if paid by the Company by the issuance of additional shares of Series B Preferred. Previously, 550,000 shares were designated as Series B-1 Preferred Stock ("Series B-1 Preferred"), which Series B-1 Preferred designation was withdrawn in December 2024.

Preferred Redemption

Section 5 of the Company’s Fourth Amended and Restated Certificate of Designation of the Relative Rights, Powers and Preferences of the Series B Preferred Stock, as amended (the “Series B COD”) and Section 4 of the First Amended and Restated Certificate of Designation of the Relative Rights, Powers and Preferences of the Series B-1 Preferred Stock, as amended (the "Series B-1 COD") provides the Company’s Board of Directors with the right to redeem any or all of the outstanding shares of the Company’s Series B Preferred or Series B-1 Preferred, respectively, for a cash payment of $10.70 per share plus accrued and unpaid dividends at any time upon providing the holders of Series B Preferred or Series B-1 Preferred at least ten days written notice that sets forth the date on which the redemption will occur (the “Redemption Notice”).

On August 29, 2023, the Board approved the redemption and retirement of its Series B Preferred and Series B-1 Preferred for their stated value, or $10.70 for each share of Preferred Stock, resulting in an aggregate purchase price of $8,964,214 (the “Preferred Redemption”). The Preferred Redemption is to occur over a three-year period beginning August 29, 2023.

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The full redemption of the Series B-1 Preferred was completed during fiscal 2024. On December 9, 2024, the Company filed a Withdrawal of Certificate of Designation with the Secretary of State of the State of Nevada and terminated the designation of the Series B-1 Preferred.

During the three months ended September 30, 2025, 70,093 shares of Series B Preferred were redeemed. The following table provides information about the redemption and retirement of the Series B Preferred during the year ended June 30, 2025 and three months ended September 30, 2025:

	*Series B Preferred*
					*Dollars*		*Remaining*
					*Expended*		*Amount*
	*Total*				*by Period*		*Available*
	*Number of*				*under the*		*for Future*
	*Shares*		*Price Paid*		*Preferred*		*Preferred*
Period ⁽¹⁾	*Redeemed*		*Per Share*		*Redemption*		*Redemption*
July 1, 2024 – September 30, 2024:		70,093	$	10.70	$	749,995	$	5,846,234
October 1, 2024 – December 31, 2024:		70,093	$	10.70	$	749,995	$	5,096,239
January 1, 2025 – March 31, 2025:		70,093	$	10.70	$	749,995	$	4,346,244
April 1, 2025 – June 30, 2025:		70,093	$	10.70	$	749,995	$	3,596,249
Total		280,372			$	2,999,980	$	3,596,249

July 1, 2025 – September 30, 2025:		70,093	$	10.70	$	749,995	$	2,846,254
Total		70,093			$	749,995	$	2,846,254

⁽¹⁾	We close our books and records on the last calendar day of each month to align our financial closing with our business processes.

As of September 30, 2025, a total of 266,005 shares of Series B Preferred and zero shares of Series B-1 Preferred were issued and outstanding. Since inception, a total of 571,772 Preferred shares, including Series B and Series B-1, at the redemption price of $10.70 per share have been redeemed for a total of $6,117,960. The remaining amount available for future Preferred redemption is $2,846,254.

Share Repurchase Program

On May 9, 2019, our Board of Directors approved the repurchase of up to $4.0 million in shares of our Common Stock, which repurchases may be made in privately negotiated transactions or in the open market at prices per share not exceeding the then-current market prices (the “Share Repurchase Program”). Under the Share Repurchase Program, management has discretion to determine the dollar amount of shares to be repurchased and the timing of any repurchases in compliance with applicable laws and regulations, including Rule 10b-18 of the Exchange Act.

On March 17, 2020, the Board, given the extreme uncertainty due to COVID-19 at the time, suspended the Share Repurchase Program.

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On May 18, 2021, our Board of Directors resumed its Share Repurchase Program, and increased the number of shares of Common Stock available to repurchase under the Share Repurchase Program by an additional $4.0 million bringing the total number of Common Stock authorized to repurchase under the Share Repurchase Program to $8.0 million.

On August 31, 2021, our Board of Directors approved a further increase to its Share Repurchase program to $12.0 million in shares of our Common Stock which added an additional $4.0 million to the Share Repurchase Program.

On May 10, 2022, our Board of Directors approved an increase of $9.0 million in the number of shares of Common Stock available to repurchase under the Share Repurchase Program.

Since inception of the Share Repurchase Program through September 30, 2025 a total of $21.0 million in shares of Common Stock have been approved under the Share Repurchase Program, and 2,140,099 shares of Common Stock have been repurchased at an average purchase price of $6.24, resulting in $7,642,188 remaining available to repurchase under the current Share Repurchase Program. From time-to-time, our Board of Directors may authorize further increases to our Share Repurchase Program. In addition, the Share Repurchase Program may also be suspended for periods of time or discontinued at any time, at the Board’s discretion.

The following table provides information about repurchases of our Common Stock registered pursuant to Section 12 of the Exchange Act, during the year ended June 30, 2025 and three months ended September 30, 2025:

							*Remaining*
							*Amount*
							*Available*
					*Dollars*		*for Future*
	*Total*				*Expended*		*Share*
	*Number*				*by Period*		*Repurchases*
	*of Shares*		*Average*		*Under the*		*Under the*
	*Purchased*		*Price Paid*		*Plans or*		*Plans or*
Period ⁽¹⁾	*by Period*		*Per Share*		*Programs*		*Programs*

Year Ended June 30, 2025:
July 1, 2024 – September 30, 2024:		-	$	-	$	-	$	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

Three Months Ended September 30, 2025:
July 1, 2025 – September 30, 2025:		8,715	$	17.21	$	149,985	$	7,642,188

⁽¹⁾	We close our books and records on the last calendar day of each month to align our financial closing with our business processes.

NOTE 4.

RELATED PARTY TRANSACTIONS

During the three months ended September 30, 2025, the Company continued to be a party to a service agreement (the “Service Agreement”) with Riverview Financial Corp ("Riverview"). Riverview was the sole shareholder of Fields Management, Inc. (“FMI”) which was merged into Riverview and Riverview became party to the Service Agreement by assumption of the Service Agreement. Riverview, like FMI prior to the merger, provided certain executive management services to the Company, including designating Randall K. Fields to perform the functions of President and Chief Executive Officer for the Company. Mr. Fields, Riverview’s designated executive, who also serves as the Company’s Chair of the Board of Directors, controls Riverview. During the three months ended September 30, 2025 and 2024, the Company paid Riverview $256,404 and $242,451, respectively, in connection with the Service Agreement. The Company had no payables to Riverview under the Service Agreement as of September 30, 2025 or June 30, 2025.

During the three months ended September 30, 2025, the Company redeemed and retired and aggregate of $749,995 in Series B Preferred from Mr. Randall K. Fields, affiliates of Mr. Fields, and Robert W. Allen. During the year ended June 30, 2025, the Company redeemed and retired and aggregate of $2,937,749 in Series B Preferred from Mr. Randall K. Fields, affiliates of Mr. Fields, and Robert W. Allen. During the year ended June 30, 2024, the Company redeemed and retired an aggregate of $95,284 in Series B Preferred and $2,272,701 in Series B-1 Preferred from Mr. Randall K. Fields, affiliates of Mr. Fields, and Robert W. Allen. Mr. Allen is a director of the Company.

NOTE 5.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2023, the FASB issued ASU 2023-09 (ASC Topic 740), Improvements to Income Tax Disclosures. This ASU requires disaggregated income tax disclosures on the rate reconciliation and income taxes paid. The Company is required to adopt this guidance for its annual reporting in fiscal year 2026 on a prospective basis but has the option to apply it retrospectively. Early adoption is permitted. This standard is expected to impact the Company's disclosures and will not have an impact on its Condensed Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03 (ASC Subtopic 220-40), Disaggregation of Income Statement Expenses. The Company is required to disclose, in the notes to the financial statements, specified information about certain costs and expenses. The Company is required to adopt this guidance for its annual reporting in fiscal year 2028, and for interim period reporting beginning the first quarter of fiscal year 2029 on either a prospective or retrospective basis. Early adoption is permitted. This standard is expected to impact the Company's disclosures and will not have an impact on its Condensed Consolidated Financial Statements.

NOTE 6.

SEGMENT INFORMATION

The Company operates as one operating segment. The Company's chief operating decision maker ("CODM") is its chief executive officer, who reviews financial information presented on a consolidated basis. The CODM uses consolidated gross profit margin, operating margin, and net income to assess financial performance and allocate resources. These financial metrics are used by the CODM to make key operating decisions such as the allocation of budget between cost of sales, sales and marketing, and general and administrative expense.

NOTE 7.

SUBSEQUENT EVENTS

In accordance with the Subsequent Events Topic of the FASB ASC 855, we have evaluated subsequent events through the filing date and determined that no subsequent events occurred that were reasonably expected to impact the consolidated condensed financial statements presented herein.

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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements. The words or phrases “would be”, “will allow”, “intends to”, “will likely result”, “are expected to”, “will continue”, “is anticipated”, “estimate”, “project”, or similar expressions are intended to identify “forward-looking statements”. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties, including those risks factors contained in our June 30, 2025 Annual Report on Form 10-K, incorporated by reference herein. Statements made herein are as of the date of the filing of this Report with the Securities and Exchange Commission (“SEC”) and should not be relied upon as of any subsequent date. Unless otherwise required by applicable law, we do not undertake, and specifically disclaim any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

Overview

ReposiTrak, Inc., a Nevada corporation (“ReposiTrak”, “We”, “us”, “our” or the “Company”) is a Software-as-a-Service (“SaaS”) which operates a business-to-business (“B2B”) e-commerce, compliance & traceability, and supply chain management platform that partners with retailers, wholesalers, distributors and their product suppliers to (a) help them manage specific programs, such as out-of-stock management and scan-based trading; (b) reduce risk in their supply chain by managing compliance documents and data; ensure compliance with new regulatory requirements supporting traceability; and (c) improve product ordering and forecasting in order to accelerate sales, control risks, and improve supply chain efficiencies.

The Company’s services are grouped in three application suites:

ReposiTrak Traceability Network (“Traceability” or “RTN”), which helps the Company’s customers comply with federal regulatory requirements of traceability and provides the lowest cost, easiest to use way to manage the capture and sharing of key data elements (“KDEs”) now required by Section 204d of FSMA 2011 as designated products move through the supply chain at each ‘event’ known as a ‘critical tracking event’ or “CTE”, which includes tracking from farm to shelf; and

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On December 21, 2023, the Company effected a change of its corporate name from Park City Group, Inc. to ReposiTrak, Inc. The Company is incorporated in the State of Nevada and has two principal subsidiaries: PC Group, Inc., a Utah corporation (98.76% owned) (“PCG Utah”), and Park City Group, Inc., a Delaware corporation (100% owned) (“PCG Delaware” and together with PCG Utah, the “Subsidiaries”). All intercompany transactions and balances have been eliminated in the Company’s consolidated financial statements, which contain the Company’s results from operations. The Company has no business operations separate from the operations conducted through its Subsidiaries.

The Company’s principal executive offices are located at 5282 South Commerce Drive, Suite D292, Murray, Utah 84107. Its telephone number is (435) 645-2000. Its website address is www.repositrak.com.

Recent Developments

Dividend Payment

On September 19, 2025, The Company's Board of Directors declared a quarterly cash dividend of $0.02 per share ($0.08 per year), payable to shareholders of record on September 30, 2025, payable to shareholders of record on or about November 14, 2025. Based on the closing prices on September 30, 2025, this represented an annual dividend yield of approximately 0.54%. Subsequent dividends will be paid within 45 days of each fiscal quarter end.

Federal Regulation & Traceability: FSMA 204(d) and USDA SOE

In 2020, the United States Food & Drug Administration (“FDA”) announced the “New Era of Smarter Food Safety” blueprint. It “outlines achievable goals to enhance traceability, improve predictive analytics, respond more rapidly to outbreaks, address new business models, reduce contamination of food, and foster the development of stronger food safety cultures.”

In November 2022, the FDA announced the final rule on the Food Safety Modernization Act Section 204(d) (“FSMA 204”) - Traceability for High-Risk Foods.

On January 20, 2023, the rule became effective and applies to any person or Company that manufactures, processes, packs or hold foods the FDA considers to be high risk for food borne illness, the so-called Food Traceability List (“FTL”). The FTL is comprised of 16 product categories of food, which represent thousands of products commonly sold in grocery and convenience stores, and all restaurants. As a result, every grocery distributor, wholesaler and retailer, and the food service supply chain, must now institute a traceability program that enables the capture, creation and sharing of specific Key Data Elements (“KDEs”) prescribed by the FDA and required for traceability, at each designated Critical Tracking Event (“CTE”) in the supply chain, for thousands of items.

FSMA 204 requires the traceability data records to be stored for two years, and be retrievable such that specific data records can be presented within 24 hours of a request from the FDA. FSMA 204 is ultimately about supply chain data recording record keeping, resulting is an enormous amount of data to manage, across more than one million supply chain and retail facilities.

In March 2025, the deadline for compliance with FSMA 204 was extended by 30 months to July 20, 2028. Nearly every company impacted will require some type of technical systems support to meet the requirement by this date. The food supply chain industry is moving toward traceability, driven by competitive pressures beyond regulatory deadlines. Major retailers have announced food traceability programs with more robust requirements than the FDA. While FSMA 204 requires traceability for certain foods included on the FTL, retailers have publicly communicated traceability requirements including:

●

Additional traceability data elements that need to be transmitted electronically for every shipment

●

Traceability for ALL FOODS, instead of only for foods listed on the FTL

●

Accelerated timelines, with several major retailers requiring suppliers to meet their unique requirements by June 30, 2025 – years before FDA enforcement begins.

While the FTL includes thousands of product types, the FDA has made it clear in its communications that the list is only the beginning. The FDA states that it would “encourage the voluntary adoption of these practices industry-wide,” There are some strong early indications that the industry will move to complete traceability of all food products within the next few years.

Traceability is, by definition, a supply chain data management issue, which is ReposiTrak’s core expertise. That is why we developed a traceability solution that is easy, inexpensive and meets FDA’s requirements. The ReposiTrak Traceability Network (“RTN”) is a growing traceability solution, connecting thousands of supplier locations to thousands of food wholesaler and retail locations, using low cost, easy to deploy technology, on the ReposiTrak platform. As the largest connected network of food suppliers, wholesalers and retailers in the world, the RTN is positioned to provide end-to-end traceability to provide a safe food supply chain, tighten controls on food waste, and implement a food recall response that saves lives and money.

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Results of Operations

Comparison of the Three Months Ended September 30, 2025 to the Three Months Ended September 30, 2024.

Revenue

	Fiscal Quarter Ended
	September 30,				Variance
	2025		2024		Dollars		Percent
Revenue	$	5,971,467	$	5,441,142	$	530,325		10	%

Revenue was $5,971,467 and $5,441,142 for the three months ended September 30, 2025 and 2024, respectively, a 10% increase year-over-year. The increase in revenue was due to growth in recurring subscription revenue in all lines of business. These include compliance, supply chain and traceability. Growth in traceability is the result of growing industry and consumer response to food contaminations and food safety hazards, whether biological, chemical, physical, or allergenic. The risks have elevated regulatory requirements, documentation requisites, and principally has resulted in tighter mandates from the retailers to its suppliers. As more and more retailers, wholesalers and distributors mandate their requirements to suppliers, the Company continues to see a corresponding rise in demand for its services.

Although no assurances can be given, we continue to focus our sales efforts on marketing our software services on a recurring subscription basis and placing less emphasis on transactional revenue. However, we believe there will continue to be an insignificant percentage of customers that will, from time to time, require buying a particular service outright (i.e., a license). We have and will continue to deemphasize non-recurring transactional revenue when we are able.

Cost of Services and Product Support

	Fiscal Quarter Ended
	September 30,						Variance
	2025			2024			Dollars			Percent
Cost of services and product support	$	854,152		$	859,219		$	(5,067	)		(1	)%
Percent of total revenue		14	%		16	%

Cost of services and product support was $854,152 and $859,219 for the three months ended September 30, 2025 and 2024, respectively, a 1% decrease. This $5,067 decrease is primarily the result of certain development costs to be capitalized as part of significant enhancements being developed to our current platform of services as well as several new software programs to be released at a future date. The demand in traceability has required additional development of software used on the ReposiTrak platform in order to accurately meet the complex requirements of FSMA 204 in addition to further accelerate the systematic onboarding of customers with little if any human intervention.

Sales and Marketing Expense

	Fiscal Quarter Ended
	September 30,						Variance
	2025			2024			Dollars		Percent
Sales and marketing	$	1,607,469		$	1,529,100		$	78,369		5	%
Percent of total revenue		27	%		28	%

Sales and marketing expense was $1,607,469 and $1,529,100 for the three months ended September 30, 2025 and 2024, respectively, a 5% increase. The increase in sales and marketing expense was primarily the result of higher sales commissions, sales travel, and investment in marketing for our suite of services. The increase in sales and marketing expense has been the result of commission due to higher sales and FSMA 204 traceability awareness marketing. We believe the uptick in marketing spending, excluding commissions and other variable costs due to higher sales, will flatten over the next twelve months as awareness of the traceability regulatory deadline approaches and the industry continues to mandate early adoption.

General and Administrative Expense

	Fiscal Quarter Ended
	September 30,						Variance
	2025			2024			Dollars		Percent
General and administrative	$	1,372,227		$	1,292,551		$	79,676		6	%
Percent of total revenue		23	%		24	%

General and administrative expense was $1,372,227 and $1,295,551 for the three months ended September 30, 2025 and 2024, respectively, a 6% increase. The increase in general and administrative expense was primarily due to higher employee benefit costs, general liability insurance, increases in D&O insurance due to a higher market cap, and higher payroll taxes due to an increase in commissions and other benefit programs.

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Depreciation and Amortization Expense

	Fiscal Quarter Ended
	September 30,						Variance
	2025			2024			Dollars			Percent
Depreciation and amortization	$	243,746		$	280,211		$	(36,465	)		(13	)%
Percent of total revenue		4	%		5	%

Depreciation and amortization expense was $243,746 and $280,211 for the three months ended September 30, 2025 and 2024, respectively, a decrease of 13%. The decrease was due to certain leased assets obtained with financing arrangements becoming fully amortized.

Other Income and Expense

	Fiscal Quarter Ended
	September 30,						Variance
	2025			2024			Dollars		Percent
Net other income (expense)	$	375,655		$	335,094		$	40,561		12	%
Percent of total revenue		6	%		6	%

Net other income was $375,355 for the three months ended September 30, 2025, compared to net other income of $335,094 for the three months ended September 30, 2024. Other income increased due to an increase in interest income attributable to earnings on fixed income instruments as a result in higher cash balances. In September 2024, the Federal Reserve began cutting interest rates, which reductions make it unlikely the Company will be able to maintain the same interest income on its existing cash balances without taking additional credit risk or increasing the total amount of cash held for investment.

Preferred Dividends

	Fiscal Quarter Ended
	September 30,						Variance
	2025			2024			Dollars			Percent
Preferred dividends	$	58,817		$	107,882		$	(49,065	)		(45	)%
Percent of total revenue		1	%		2	%

Preferred dividends accrued on the Company’s Preferred Stock was $58,817 for the three months ended September 30, 2025 and $107,882 for the three months ended September 30, 2024. Dividends decreased due to the redemption and retirement of Preferred Stock since the inception of the redemption plan that commenced in fiscal 2024. Although no assurances can be given, the Company announced that it intends to redeem all of the Series B and B-1 Preferred on or before December 2026. Since inception, a total of 571,772 shares of Preferred Stock, including Series B and Series B-1 Preferred, at the redemption price of $10.70 per share, have been redeemed for a total of $6,117,960. There is a total of $2.85 million of Preferred Stock remaining to be redeemed.

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Financial Position, Liquidity and Capital Resources

We believe that our existing cash and short-term investments, together with funds generated from operations, are sufficient to fund operating and investment requirements for at least the next twelve months. Our future capital requirements will depend on many factors, including macroeconomic conditions, our rate of revenue growth, sales and marketing activities, the timing and extent of spending required for research and development efforts and the continuing market acceptance of our products and services.

	As of				Variance
	September 30,		June 30,
	2025		2025		Dollars		Percent
Cash and cash equivalents	$	28,794,806	$	28,568,805	$	226,001		1	%

We have historically funded our operations with cash from operations, equity financings, and borrowings from our existing line of credit with U.S. Bank N.A. (the “Bank”), which was revised on October 6, 2021, and again in 2022. In March 2024, given our strong financial position, we terminated the credit facility with the Bank.

Cash was $28,794,806 and $28,568,805 at September 30, 2025 and June 30, 2025, respectively. This 1% increase is primarily the result of higher revenue and the corresponding cash receipts from customers who in many cases are required to pay annual subscriptions in advance generating higher cash balances in advance of higher revenue. It also includes higher earnings associated with a growing cash balance and the resulting interest income.

Net Cash Flows from Operating Activities

	Three Months Ended
	September 30,				Variance
	2025		2024		Dollars			Percent
Cash provided by operating activities	$	1,538,447	$	1,868,900	$	(330,453	)		(18	)%

Net cash provided by operating activities is summarized as follows:

	Three Months Ended
	September 30,
	2025			2024
Net income	$	1,819,529		$	1,665,155
Noncash expense and income, net		569,769			545,832
Net changes in operating assets and liabilities		(850,851	)		(342,087	)
	$	1,538,447		$	1,868,900

Net cash provided by operating activities for the three months ended September 30, 2025 was $1,538,447 compared to net cash provided by operating activities of $1,868,900 for the three months ended September 30, 2024. Net cash provided by operating activities decreased 18% due principally to an increase in accounts receivable due to longer term contracts and an increase in prepaid expense and other assets. Noncash expense in the quarter increased by $23,937 in the three months ended September 30, 2025, compared to three months ended September 30, 2024 as a result of additional bad debt expense.

Net Cash Flows from Investing Activities

	Three Months Ended
	September 30,					Variance
	2025			2024		Dollars			Percent
Cash provided by (used in) investing activities	$	(20,359	)	$	34,086	$	(54,445	)		160	%

Net cash used in investing activities for the three months ended September 30, 2025 was $20,359 compared to net cash provided by investing activities of $34,086 for the three months ended September 30, 2024. This decrease in cash provided by investing activities for the three months ended September 30, 2025 was due the purchase of fixed assets and realized loss on certain marketable securities.

Net Cash Flows from Financing Activities

	Three Months Ended
	September 30,						Variance
	2025			2024			Dollars		Percent
Cash used in financing activities	$	(1,292,087	)	$	(1,266,642	)	$	25,445		2	%

Net cash used in financing activities totaled $1,292,087 for the three months ended September 30, 2025, compared to cash used in financing activities of $1,266,642 for the three months ended September 30, 2024. The increase in net cash used in financing activities is due to an increase in our buyback of Common Stock and by the continued redemption of Preferred Stock during the period.

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Liquidity and Working Capital

At September 30, 2025, the Company had positive working capital of $28,899,777 as compared with positive working capital of $28,154,682 at June 30, 2025. This $745,095 increase in working capital is primarily due to an increase in prepaid expense, other current assets and accounts receivables offset by a decrease in contract assets and an increase in accrued liabilities offset by a decrease in deferred revenue. Cash and cash equivalents also increased due to cash receipts from customers in all lines of business which include compliance, supply chain and traceability who in most cases pay annually in advance for their subscription.

	As of		As of		Variance
	September 30,		June 30,
	2025		2025		Dollars		Percent
Current assets	$	34,114,277	$	33,685,800	$	428,477		1	%

Current assets totaled $34,114,277 as of September 30, 2025, as compared to $33,685,800 as of June 30, 2025. The increase in current assets is primarily attributable to the increase in cash and contract assets offset by an increase of accounts receivables.

	As of		As of		Variance
	September 30,		June 30,
	2025		2025		Change			Percent
Current liabilities	$	5,214,500	$	5,531,118	$	(316,618	)		(6	)%

Current ratio		6.45		6.09

Current liabilities totaled $5,214,500 as of September 30, 2025 as compared to $5,531,118 as of June 30, 2025. The decrease in current liabilities is primarily attributable to the decrease in deferred revenue offset partially by the increase in accounts payable and accrued liabilities. As of September 30, 2025, the Company had zero bank debt.

On October 6, 2021, the Company and the Bank executed a Revolving Credit Agreement (the "Revolving Credit Agreement”) and accompanying addendum (the "Addendum"), and Stand-Alone Revolving Note (the "Note" and collectively with the Revolving Credit Agreement and Addendum, the "Credit Agreement"), with an effective date of September 30, 2021. The Credit Agreement replaced the Company’s prior $6.0 million Revolving Credit Agreement and Stand-Alone Revolving Note between the Company and the Bank, as amended and revised on January 9, 2019, and provided the Company with a $10.0 million revolving line of credit that matured on March 31, 2023. The Credit Agreement contained customary affirmative and negative covenants and conditions to borrowing, as well as customary events of default. Among other things, the Company must maintain liquid assets equal to $12 million and maintain a Senior Funded Debt (as defined in the Credit Agreement) to EBITDA Ratio (as defined in the Credit Agreement) of not more than 3:1.

On April 28, 2023, the Company and the Bank executed an amendment to the Credit Agreement (the “Amendment”), with an effective date of March 31, 2023. The Amendment sets forth that (1) the Company will increase its liquidity requirement from $10 million to $12 million, which the Company currently maintains over $22 million in cash and a current ratio of over 6:1, and (2) draws on the facility accrue interest at the annual rate, equal to 1.75% plus the one-month SOFR rate, instead of the previous LIBOR rate. As of March 31, 2024, the balance of the facility was zero. The Company had zero bank debt at September 30, 2025.

On March 15, 2024, given its strong financial position, the Company chose not to renew the Revolving Credit Agreement. There were no amounts due at the time of renewal.

While no assurances can be given, management currently believes that the Company will continue to increase its cash flow from operations and working capital position in subsequent periods. The Company’s increase in anticipated cash flow from operations and working capital position is expected to be offset by the use of cash required to fund:

Quarterly Cash Dividend: In September 2022, the Company's Board of Directors first declared a quarterly cash dividend of $0.015 per share ($0.06 per year). In November 2023, the Board approved a 10% increase in the quarterly cash dividend, to $0.066 cents per share annually, or $0.0165 cents per share quarterly, commencing with the December 2023 dividend. In September 2024, the Board again declared a 10% increase in the quarterly dividend of $0.01815 per quarter ($0.0726 per share annually) to shareholders of record on December 31, 2024 payable on or about February 14, 2025. In June 2025, the Board declared a 10% increase in the quarterly dividend to shareholders of record as of September 30, 2025, or a dividend of $0.01 per quarter ($0.08 annually), payable on or about November 14, 2025. This represents the third 10% increase in the Company's dividend since the dividend was established in September 2022. Subsequent dividends will be paid within 45 days of each fiscal quarter end.

Preferred Stock Redemption: Since inception, a total of 571,772 shares of Preferred Stock, including Series B and Series B-1 Preferred, have been redeemed at the redemption price of $10.70 per share for a total of $6,117,960. There is a total of $2.85 million of Preferred Stock remaining to be redeemed.

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Table of Contents

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenue, and results of operation, liquidity or capital expenditures.

Contractual Obligations

Total contractual obligations and commercial commitments as of September 30, 2025 are summarized in the following table:

	Financing
	Leases
Less than 1 Year	$	252,780
1-3 Years		232,318
Total lease payments		485,098
Less imputed interest		(27,794	)
Total	$	457,304

Critical Accounting Policies

This Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the Company’s financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles.

We commenced operations in the software development and professional services business during 1990. The preparation of our financial statements requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expense during the reporting period. On an ongoing basis, management evaluates its estimates and assumptions. Management bases its estimates and judgments on historical experience of operations and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Management believes the following critical accounting policies, among others, will affect its more significant judgments and estimates used in the preparation of our consolidated financial statements.

Income Taxes

In determining the carrying value of the Company’s net deferred income tax assets, the Company must assess the likelihood of sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions, to realize the benefit of these assets. If these estimates and assumptions change in the future, the Company may record a reduction in the valuation allowance, resulting in an income tax benefit in the Company’s statements of operations. Management evaluates quarterly whether to realize the deferred income tax assets and assesses the valuation allowance.

Goodwill and Other Long-Lived Asset Valuations

Goodwill is assigned to specific reporting units and is reviewed for possible impairment at least annually or upon the occurrence of an event or when circumstances indicate that a reporting unit’s carrying amount is greater than its fair value. Management reviews the long-lived tangible and intangible assets for impairment when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Management evaluates, at each balance sheet date, whether events and circumstances have occurred which indicate possible impairment.

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Table of Contents

The carrying value of a long-lived asset is considered impaired when the anticipated cumulative undiscounted cash flows of the related asset or group of assets is less than the carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the estimated fair market value of the long-lived asset. Economic useful lives of long-lived assets are assessed and adjusted as circumstances dictate.

Revenue Recognition

Effective July 1, 2018, the Company adopted the Financial Accounting Standards Board’s Accounting Standards Update 2014-09: Revenue from Contracts with Customers (Topic 606), and its related amendments (“ASU 2014-09”). ASU 2014-09 provides a unified model to determine when and how revenue is recognized and enhances certain disclosure around the nature, timing, amount and uncertainty of revenue and cash flows arising from customers.

ASU 2014-09 represents a change in the accounting model utilized for the recognition of revenue and certain expense arising from contracts with customers. The Company adopted ASU 2014-09 using a “modified retrospective” approach and, accordingly, revenue and expense totals for all periods before July 1, 2018 reflect those previously reported under the prior accounting model and have not been restated.

See Note 2 to our Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Report for a full description of the impact of the adoption of new accounting standards on our financial statements. Following the adoption of this guidance, the revenue recognition for our sales arrangements remained materially consistent with our historical practice and there have been no material changes to our critical accounting policies and estimates as compared to our critical accounting policies and estimates included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Share-Based Compensation

The Company accounts for its share-based compensation to employees and non-employees in accordance with FASB ASC 718, Compensation – Stock Compensation. Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service or vesting period.

Leases

Effective July 1, 2019, the Company adopted the requirements of Accounting Standards Update No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"). All amounts and disclosures set forth in this Report have been updated to comply with this new standard with results for reporting periods beginning after July 1, 2019 presented under ASU 2016-02, while prior period amounts and disclosures are not adjusted and continue to be reported under the accounting standards in effect for the prior period.

Available-for-Sale Debt Investments

We classify our investments in fixed income securities as available-for-sale debt investments. Our available-for-sale debt investments primarily consist of U.S. government, U.S. government agency, non-U.S. government and agency, corporate debt, U.S. agency mortgage-backed securities, commercial paper and certificates of deposit. These available-for-sale debt investments are primarily held in the custody of a major financial institution. A specific identification method is used to determine the cost basis of available-for-sale debt investments sold. These investments are recorded in the Consolidated Balance Sheets at fair value. Unrealized gains and losses on these investments are included as a separate component of accumulated other comprehensive income (“AOCI”). We classify our investments as current based on the nature of the investments and their availability for use in current operations.

Impairment Consideration of Investments

For our available-for-sale debt securities in an unrealized loss position, we determine whether a temporary or permanent credit loss exists. In this assessment, which requires judgment, among other factors, we consider the extent to which the fair value is less than the amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security. If factors indicate a permanent credit loss exists, an allowance for credit loss is recorded to other income (loss), net, limited by the amount that the fair value is less than the amortized cost basis. The amount of fair value change relating to all other factors will be recognized in other comprehensive income (“OCI”).

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Table of Contents

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our business is conducted principally in the United States. As a result, our financial results are not affected by factors such as changes in foreign currency exchange rates or economic conditions in foreign markets. We do not engage in hedging transactions to reduce our exposure to changes in currency exchange rates, although if the geographical scope of our business broadens, we may do so in the future.

Our exposure to risk for changes in interest rates relates primarily to our investments in short-term financial instruments. Investments in both fixed rate and floating rate interest earning instruments carry some interest rate risk. The fair value of fixed rate securities may fall due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Partly as a result of this, our future interest income may fall short of expectations due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that have fallen in estimated fair value due to changes in interest rates. However, as substantially all of our cash consist of bank deposits and short-term money market instruments, we do not expect any material change with respect to our net income as a result of an interest rate change.

Our exposure to interest rate changes related to borrowing has been limited, and we believe the effect, if any, of near-term changes in interest rates on our financial position, results of operations and cash flows should not be material. At September 30, 2025, our debt portfolio was composed of only capital leases. The effective APR fixed is 4.55%. We depreciate our total lease obligations on a three-year straight-line basis. The total cost is less than $400,000.

The table that follows presents fair values of principal amounts and weighted average interest rates for our investment portfolio as of September 30, 2025:

			Weighted
	Aggregate		Average
Cash:	Fair Value		Interest Rate
Cash	$	28,794,806		4.71	%

ITEM 4.

CONTROLS AND PROCEDURES

(a)

Evaluation of disclosure controls and procedures. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of September 30, 2025 was completed. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer believe that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, including to ensure that information required to be disclosed by the Company is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b)

Changes in internal controls over financial reporting. The Company’s Chief Executive Officer and Chief Financial Officer have determined that there have been no changes in the Company’s internal control over financial reporting during the period covered by this report identified in connection with the evaluation described in the above paragraph that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Table of Contents

PART II

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

We are, from time-to-time, involved in various legal proceedings incidental to the conduct of our business. Historically, the outcome of all such legal proceedings has not, in the aggregate, had a material adverse effect on our business, financial condition, results of operations or liquidity. There is currently no pending or threatened material legal proceeding that, in the opinion of management, could have a material adverse effect on our business or financial condition.

ITEM 1A.

RISK FACTORS

There are no risk factors identified by the Company in addition to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File - formatted in Inline XBRL (included as Exhibit 101)

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	REPOSITRAK, INC.

Date: November 13, 2025	By:	/s/ Randall K. Fields
		Randall K. Fields
		Chair of the Board and Chief Executive Officer (Principal Executive Officer)

	REPOSITRAK, INC.

Date: November 13, 2025	By:	/s/ John R. Merrill
		John R. Merrill
		Chief Financial Officer (Principal Financial Officer & Principal Accounting Officer)

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ReposiTrak, Inc. 10-Q