8-K - TRAK - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2025

REPOSITRAK, INC.

(Exact name of Registrant as specified in its Charter)

Nevada	001-34941	37-1454128
(State or other jurisdiction of<br><br> <br>incorporation)	(Commission File No.)	(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)
Not Applicable
(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common stock, par value $0.01 per share	TRAK	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On September 29, 2025, ReposiTrak, Inc. (the “Company”) issued a press release and hosted an earnings call to announce the Company’s financial results for the fiscal quarter and year ended June 30, 2025. A copy of the press release and the earnings call transcript are attached hereto as Exhibit 99.1 and 99.2, respectively.

Item 7.01 Regulation FD Disclosure.

See Item 2.02.

In accordance with General Instruction B.2 for Form 8-K, the information in this Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br><br> <br>Number	Description
99.1	Press Release, dated September 29, 2025
99.2	Earnings Call Transcript
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REPOSITRAK, INC.
Date: September 30, 2025	/s/ John Merrill
	John Merrill
	Chief Financial Officer

ex_865467.htm

Exhibit 99.1

ReposiTrak Full Year Revenue Increases 11% to $22.6 Million; Net Income Increases 17% to $7.0 Million

Full-Year Earnings Per Share Increases 21%;

Company Ends Fiscal Year with $28.6 Million in Cash and No Debt

Salt Lake City, UT – September 29, 2025 –ReposiTrak (NYSE: TRAK), the world's largest food traceability and regulatory compliance network, built upon its proven inventory management and out-of-stock reduction SaaS platform, today announced financial results for the fourth fiscal quarter and full fiscal year ended June 30, 2025.

Full-Year Fiscal 2025 Financial Highlights:

●	Full-year total revenue increased 11% to $22.6 million from $20.5 million.
●	Recurring revenue represented approximately 99% of total revenue.
---	---
●	Full-year operating expense increased 6% to $16.4 million from $15.4 million.
---	---
●	Full-year operating income was $6.2 million in fiscal 2025, up 24% from $5.0 million last year.
---	---
●	Full-year GAAP net income increased 17% to $7.0 million from $6.0 million last year.
---	---
●	Full-year net income to common shareholders was $6.6 million, up 22% from $5.4 million last year.
---	---
●	Full-year EPS of $0.36 (basic), or $0.35 (fully diluted), compared to $0.30 (basic) and $0.29 (fully diluted) last year.
---	---
●	The Company finished the year with $28.6 million in cash and no bank debt.
---	---
●	Cash from operations increased 21% to $8.4 million from $6.9 million last year.
---	---
●	During the fiscal year, the Company redeemed 280,372 preferred shares for the stated redemption price of $10.70 per share for a total of $3 million.
---	---
●	On September 19, 2025, the board declared a quarterly dividend of $0.02 per quarter ($0.08 per share annually) to shareholders of record on September 30, 2025. The cash dividends will be paid to shareholders of record on or about November 14, 2025. This dividend represents the third 10% increase in ReposiTrak’ s dividend since the dividend was established. Subsequent dividends will be paid within 45 days of each fiscal quarter end.
---	---

Fourth Fiscal Quarter Financial Highlights:

●	Fourth quarter total revenue increased 11% to $5.8 million from $5.2 million.
●	Recurring revenue represented approximately 99% of total revenue.
---	---
●	Quarterly operating expense increased 8% to $4.2 million from $3.9 million.
---	---
●	Quarterly operating income increased 20% to $1.6 million from $1.3 million last year.
---	---
●	Quarterly GAAP net income increased 14% to $1.8 million from $1.6 million last year.
---	---
●	Quarterly net income to common shareholders was $1.7 million, up 18% from $1.5 million last year.
---	---
●	Quarterly EPS of $0.09 compared to $0.08 in the prior year fourth fiscal quarter.
---	---
●	During the quarter, the Company redeemed 70,093 preferred shares for the stated redemption price of $10.70 per share for a total of $749,995.
---	---

Randall K. Fields, Chairman and CEO of ReposiTrak commented, “We continue to refine our highly successful traceability initiative. Over the past year, we have shifted from a hub-centric model, driven by large retailers, to a supplier-centric model, solving problems for individual suppliers. This approach aligns perfectly with the traceability demands and has increased our engagement with individual suppliers for other solutions, including compliance and supply chain, as well. The success of this supplier-centric approach is opening additional doors with customers large and small, facilitating cross-selling and expanding our addressable market for each of our solutions. The impact of this initiative is evident not only in our continued revenue growth across all business lines, but also in increasing deferred revenue.”

“To support this opportunity, we invested in infrastructure to further expand automation and promote accelerating the customer onboarding,” continued Mr. Fields. “These investments are beginning to pay off, enabling us to meet the substantial demand without expanding headcount, further improving our revenue per employee metric. The result of this initiative will be a far greater number of deals, far greater customer diversification and an even more durable moat around our business along with expansion of the cross-selling opportunities.”

“Our efficient operational model is enabling us to translate 11% topline growth into 24% growth in operating income and 22% growth in net income to common shareholders,” concluded Mr. Fields. “With an already strong balance sheet, supported by more than $28 million in cash, we continue to redeem stock, once again increase our dividend, and return capital to shareholders at an accelerated pace. We have barely scratched the surface of the overall opportunity for our traceability solution and cross selling for compliance and supply chain, and the market continues to expand before our eyes. We maintain our goal of average annualized revenue growth of 10-20%, and significantly greater growth in profitability.”

Fourth Fiscal Quarter Financial Results (three months ended June 30, 2025, vs. three months ended June 30, 2024):

Total revenue was up 11% to $5.8 million as compared to $5.2 million in the prior-year fourth quarter. Total operating expense was $4.2 million, up 8% compared to $3.9 million last year. SG&A expense was $2.9 million, up 7% from $2.7 million last year. GAAP net income was $1.8 million compared to $1.6 million. Net income to common shareholders was $1.7 million, or $0.09 per diluted share, compared to $1.5 million, or $0.08 per diluted share, an increase of 18%.

Year-to-Date Financial Results (12 months ended June 30, 2025, vs. 12 months ended June 30, 2024):

Total revenue was up 11% to $22.6 million as compared to $20.5 million in the prior-year period. Total operating expense was $16.4 million, up 6% compared to $15.4 million last year. GAAP net income was $7.0 million compared to $6.0 million. Net income to common shareholders was $6.6 million, or $0.36 per basic and $0.35 per diluted share, compared to $5.4 million, or $0.30 per basic and $0.29 per diluted share last year.

Return of Capital:

In the fourth quarter of fiscal 2025, the Company redeemed 70,093 preferred shares at the stated redemption price of $10.70 per share for a total of $749,995. Since inception, the Company has redeemed 501,679 shares of preferred stock for a total of $5.4 million. The amount remaining to redeem the preferred shares is $3.6 million. At the current rate of redemption, the Company anticipates redeeming all of its preferred shares issued and outstanding on or before December of 2026.

During fiscal 2025, the Company repurchased 8,681 common shares for a total of $200,033 or an average of $23.13 per share. The Company has approximately $8 million remaining of the $21 million total common share buyback authorization.

In September 2022, the Company’s Board of Directors 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. On June 20, 2025, the Board declared a quarterly dividend of $0.01815 per quarter ($0.0726 per share annually) to shareholders of record on June 30, 2025. Beginning with the quarterly cash dividend payable on or about November 14, 2025 to shareholders of record as of September 30, 2025, shareholders will receive a 10% increase in the quarterly cash dividend, or a dividend of $0.02 per quarter ($0.08 annually). This represents the third increase in the Company’s dividend since the dividend was established. Subsequent dividends will be paid within 45 days of each fiscal quarter end.

Balance Sheet:

The Company had $28.6 million in cash and cash equivalents at June 30, 2025, compared to $25.2 million at June 30, 2024. As of June 30, 2025, the Company had no bank debt.

Conference Call:

The Company will host a conference call at 4:15 p.m. Eastern today to discuss the Company’s results. The conference call will also be webcast and will be available via the investor relations section of the Company’s website, www.parkcitygroup.com.

Participant Dial-In Numbers:

Date: Monday, September 29, 2025

Time: 4:15 p.m. ET (1:15 p.m. PT)

Toll-Free: 1-877-407-9716

Toll/International 1-201-493-6779

Conference ID: 13755695

Replay Dial-In Numbers:

Toll Free: 1-844-512-2921

Toll/International: 1-412-317-6671

Conference ID: 13755695

Replay Start: Monday, September 29, 2025, 7:15 p.m. ET

Replay Expiry: Wednesday, October 29, 2025, at 11:59 PM ET

About ReposiTrak

ReposiTrak (NYSE:TRAK), formerly Park City Group, provides retailers, suppliers and wholesalers with a robust solution suite to help reduce risk and remain in compliance with regulatory requirements, enhance operational controls and increase sales with unrivaled brand protection. Consisting of three product families – food traceability, compliance and risk management and supply chain solutions – the Company’s integrated, cloud-based applications are supported by an unparalleled team of experts. For more information, visit https://repositrak.com

Forward-Looking Statement

Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “if”, “should” and “will” and similar expressions as they relate to ReposiTrak Inc., Park City Group d/b/a ReposiTrak, or Park City Group, Inc. (“ReposiTrak”) are intended to identify such forward-looking statements. ReposiTrak may from time-to-time update these publicly announced projections, but it is not obligated to do so. Any projections of future results of operations should not be construed in any manner as a guarantee that such results will in fact occur. These projections are subject to change and could differ materially from final reported results. For a discussion of such risks and uncertainties, see “Risk Factors” in ReposiTrak annual report on Form 10-K, its quarterly report on Form 10-Q, and its other reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.

Investor Relations Contact:

John Merrill, CFO

Investor-relations@repositrak.com

FNK IR

Rob Fink

646.809.4048

rob@fnkir.com

REPOSITRAK, INC.

Consolidated Balance Sheets

			June 30,
			2024
Assets	******	******	******	******	******
Current Assets	****	****	****	****	****
Cash	28,568,805		$	25,153,862
Receivables, net of allowance for doubtful accounts of 242,437 and 227,573 at June 30, 2025 and 2024, respectively	4,133,026			3,678,627
Contract asset – unbilled current portion	428,585			181,680
Prepaid expense and other current assets	555,384			285,998
Total Current Assets	33,685,800		****	29,300,167
Property and equipment, net	602,172		****	513,277
Other Assets:	****	****	****	****	****
Deposits and other assets	22,414			22,414
Prepaid expense – less current portion	6,568			2,609
Contract asset – unbilled long-term portion	-			108,052
Operating lease – right-of-use asset	-			250,306
Customer relationships	-			131,400
Goodwill	20,883,886			20,883,886
Capitalized software costs, net	128,207			384,621
Total Other Assets	21,041,075		****	21,783,288
Total Assets	55,329,047		$	51,596,732
Liabilities and Shareholders’ Equity	******	******	******	******	******
Current liabilities	****	****	****	****	****
Accounts payable	282,146		$	265,086
Accrued liabilities	1,841,839			1,554,775
Contract liability – deferred revenue	3,175,908			2,441,234
Operating lease liability – current	-			64,076
Notes payable and financing leases – current	231,225			217,971
Total current liabilities	5,531,118		****	4,543,142
Long-term liabilities	****	****	****	****	****
Operating lease liability – less current portion	-			198,972
Notes payable and financing leases – less current portion	278,748			-
Total liabilities	5,809,866		****	4,742,114
Commitments and contingencies	****	****	****	****	****
Stockholders’ equity:	****	****	****	****	****
Preferred Stock; 0.01 par value, 30,000,000 shares authorized;
Series B Preferred, 700,000 shares authorized; 336,098 and 616,470 shares issued and outstanding at June 30, 2025 and 2024 respectively	3,361			6,165
Common Stock, 0.01 par value, 50,000,000 shares authorized; 18,282,805 and 18,234,893 issued and outstanding at June 30, 2025 and 2024, respectively	182,830			182,351
Additional paid-in capital	62,181,156			64,655,902
Accumulated other comprehensive loss	(11,256	)		(27,390	)
Accumulated deficit	(12,836,910	)		(17,962,410	)
Total stockholders’ equity	49,519,181		****	46,854,618
Total liabilities and stockholders’ equity	55,329,047		$	51,596,732

All values are in US Dollars.

REPOSITRAK, INC.

Consolidated Statements of Operations

	For the Years Ended
	June 30,
	2025			2024
Revenue	$	22,606,066		$	20,453,320
Operating expense:
Cost of revenue and product support		3,681,330			3,416,450
Sales and marketing		5,843,272			5,492,719
General and administrative		5,602,807			5,330,437
Depreciation and amortization		1,251,514			1,189,483
Total operating expense		16,378,923			15,429,089
Income from operations		6,227,143			5,024,231
Other income (expense):
Interest income		1,383,535			1,272,719
Interest expense		(48,671	)		(28,166	)
Gain on lease termination		12,262			-
Realized gain on short term investments		97,384			-
Unrealized gain (loss) on short term investments		(17,676	)		63,997
Income before income taxes		7,653,977			6,332,781
(Provision) for income taxes		(675,850	)		(374,491	)
Net income		6,978,127			5,958,290
Dividends on Preferred Stock		(360,306	)		(549,645	)
Net income applicable to common shareholders	$	6,617,821		$	5,408,645
Weighted average shares, basic		18,262,000			18,202,000
Weighted average shares, diluted		19,141,000			18,931,000
Basic earnings per share	$	0.36		$	0.30
Diluted earnings per share	$	0.35		$	0.29
Comprehensive income:
Net income	$	6,978,127		$	5,958,290
Other comprehensive loss:
Unrealized gain (loss) on available-for-sale securities		16,134			(27,390	)
Total comprehensive income	$	6,994,261		$	5,930,900

REPOSITRAK, INC.

Consolidated Statements of Cash Flows

	For the Years Ended
	June 30,
	2025			2024
Cash flows from operating activities:
Net income	$	6,978,127		$	5,958,290
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,251,514			1,189,483
Amortization of operating right of use asset		63,597			60,490
Stock compensation expense		403,783			367,147
Gain on termination of operating lease		(12,262	)		-
Bad debt expense		600,000			375,000
(Increase) decrease in:
Accounts receivables		(1,301,304	)		(1,525,329	)
Operating right of use asset		186,709			-
Long-term receivables, prepaids and other assets		(447,479	)		123,355
Increase (decrease) in:
Accounts payable		17,060			(166,301	)
Operating lease liability		(250,786	)		(58,770	)
Accrued liabilities		196,499			102,803
Deferred revenue		734,674			538,233
Net cash provided by operating activities		8,420,132			6,964,401
Cash flows from investing activities:
Purchase of property and equipment		(15,965	)		(73,317	)
Sale (purchase) of marketable securities		16,134			(27,390	)
Net cash (used in) provided by investing activities		169			(100,707	)
Cash flows from financing activities:
Common stock buyback/retirement		(200,035	)		(1,515,574	)
Redemption of Series B-1 preferred		(2,999,970	)		(2,367,996	)
Proceeds from exercise of warrants		79,120			-
Proceeds from employee stock plan		134,346			111,839
Dividends paid		(1,656,377	)		(1,721,657	)
Payments on notes payable and capital leases		(362,442	)		(207,323	)
Net cash used in financing activities		(5,005,358	)		(5,700,711	)
Net (decrease) increase in cash and cash equivalents		3,414,943			1,162,983
Cash and cash equivalents at beginning of period		25,153,862			23,990,879
Cash and cash equivalents at end of period	$	28,568,805		$	25,153,862
Supplemental Disclosure of Cash Flow Information
Cash paid for income taxes	$	435,059		$	332,222
Cash paid for interest	$	21,023		$	15,223
Cash paid for operating leases	$	56,244		$	73,291
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Common Stock to pay accrued liabilities	$	313,218		$	536,879
Dividends accrued on Preferred Stock	$	360,306		$	549,645
Right of use asset	$	654,444		$	-

ex_865468.htm

Exhibit 99.2

ReposiTrak

Fiscal Fourth Quarter and Full-Year 2025 Earnings Call

September 29, 2025

C O R P O R A T E P A R T I C I P A N T S

Jeff Stanlis, FNK IR

John Merrill, Chief Financial Officer

Randy Fields, Chairman and Chief Executive Officer

C O N F E R E N C E C A L L P A R T I C I P A N T S

Thomas Forte, Maxim Group

P R E S E N T A T I O N

Operator

Greetings, and welcome.

At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. As a reminder, this conference is being recorded.

It is now my pleasure to introduce you to our host, Jeff Stanlis with FNK IR. Mr. Stanlis, you may begin.

Jeff Stanlis

Thank you, Operator, and good afternoon, everyone. Thank you for joining us today for ReposiTrak's fiscal fourth quarter and full year earnings call.

Hosting the call today are Randy Fields, ReposiTrak's Chairman and CEO; and John Merrill, ReposiTrak's CFO.

Before we begin, I would like to remind everyone that this call could contain forward-looking statements about ReposiTrak within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not subject to historical facts. Such forward-looking statements are based on current beliefs and expectations. ReposiTrak's remarks are subject to risks and uncertainties, and actual results may differ materially. Such risks are fully discussed in the Company's filings with the Securities and Exchange Commission. The information set forth herein should be considered in light of such risks. ReposiTrak does not assume any obligation to update information contained in this conference call.

Shortly after the market closed today, the Company issued a press release overviewing the financial results that we will discuss on today's call. Investors can visit the Investor Relations section of the Company's website at repositrak.com to access this press release.

With all that said, I would now like to turn the call over to John Merrill. John, the call is yours.

John Merrill

Thanks, Jeff and good afternoon, everyone.

You've heard me say time and time again, the proof is in the numbers. No excuses, no puffery, just actual GAAP results. The performance for fiscal 2025 once again validates that our strategy delivers results, not only for Shareholders but our customers as well. We have and will continue to execute our strategy, fine-tuning as we go. Our strategy is unwavering and remains the same, grow annual recurring revenues somewhere between 10% to 20% and grow profitability even faster, generating more and more cash and return more capital to Shareholders.

Simultaneously, without exception, we take superb care of the customer because when they are successful, they buy more. Yes, conceptually, it really is that simple. But execution is far more complicated, but that's where we excel.

Let's get to the numbers. For the full fiscal year ending June 30, 2025 total revenue increased 11% from $20.5 million to $22.6 million. Recurring revenue increased 10% to $22.3 million. Set-up fees increased from $95,000 in fiscal 2024 to over $300,000 in fiscal 2025. This is the result of the increased number of suppliers we onboarded for all lines of business during the year. Obviously, those suppliers will generate recurring revenue over the next 12 to 18 months. This is reflected in our deferred revenue, which increased 30% from $2.4 million to $3.2 million. I will add more color on that in a minute.

ViaVid has made considerable efforts to provide an accurate transcription. There may be material errors, omissions, or inaccuracies in the reporting of the substance of the conference call. This transcript is being made available for information purposes only.

1-888-562-0262 1-604-929-1352 https://viavid.com/

Total operating expenses for the fiscal year were up 6%. This is largely due to investment in RTN, which includes ongoing investment and development of the Wizard onboarding tools, more cybersecurity costs, Oracle license fees and other direct costs associated with development. Fiscal year-to-date SG&A costs were up 5% due to investments in RTN, higher payroll costs due to higher revenues and increases in employee benefit costs. We continue to grow total revenue at approximately twice the rate of SG&A expenses.

Simultaneously, we delivered $343,000 of revenue per employee, almost twice the rate of the 2024 Statista software industry average of $175,000 per employee. This is due to our lean nature, laser focus on automation and efficiency, and spending decisions based on return on investment and not hope. At the same time, we will never trade growth at the expense of delivering subpar customer care. It will never happen.

Fiscal year income from operations was up 24% to $6.2 million versus $5 million. GAAP net income was $7 million, up 17% versus $6 million last year. GAAP net income to common Shareholders increased 22% from $5.4 million to $6.6 million. Earnings per share for the fiscal year 2025 was $0.36 basic and $0.35 diluted. This is based on 18.3 million basic shares outstanding and 19.1 million shares diluted, resulting in a year-over-year EPS growth of 21%.

Cash from operations increased 21% from $7 million to $8.4 million. Total cash increased 14% from $25.2 million to $28.6 million and the Company has zero bank debt.

Turning to the fourth quarter numbers.

Total revenue for the fourth quarter fiscal 2025 was up 11% to $5.8 million versus $5.2 million. Recurring revenue increased 11% to $5.8 million. Annual recurring revenue continues to represent between 98% and 99% of total revenue. Operating expenses increased 8%, again, as a result of our ongoing investment in RTN, cybersecurity costs, higher payroll costs due to higher revenue and increases in employee benefit costs. Quarterly sales and marketing increased 6% due to continued spending on awareness and higher sales commissions and payroll taxes due to higher revenues.

G&A increased 9%. The increase is the result of higher employee benefit costs and increase in compliance costs and other insurance costs increases during the quarter. Depreciation and amortization increased 16% due to capital leased equipment for the newest data center located in Switch Reno, Nevada. Switch Reno complements our main data center located at Switch Las Vegas and eliminates our corporate headquarters data center in Murray, Utah.

Income from operations increased 20% from $1.3 million to $1.6 million. GAAP net income increased from $1.6 million to $1.8 million, up 14%. GAAP net income to Shareholders increased from $1.5 million to $1.7 million, up 19%. Earnings per share basic and diluted was $0.09 per share. This compares to $0.08 per basic and diluted share in the fourth fiscal quarter last year, an increase of 18%.

Cash was $28.6 million at the end of June 2025. Keep in mind this balances net of the more than $25 million in capital returned to Shareholders, which includes the redemption of more than half of the preferred shares thus far, buying back 2.1 million common shares and paying off over $6 million in bank debt since we instituted our capital allocation strategy only a few short years ago.

I remain confident that our continued growth and profitability will double the size of our Company over the next several years. Historically, our business model results reflect double-digit revenue growth, 80-plus percentage gross margins, and 30-plus net margins and a strong growing cash generation.

1-888-562-0262 1-604-929-1352 https://viavid.com/

Obviously, I don't have a crystal ball, however, in my view, we will stay the course and deliver the results. As my father used to say, if it aint broke, don't fix it. I don't want to steal Randy's thunder, but I will leave it to him to speak to the continued initiative to position ReposiTrak as the go-to source to address the track and trace opportunity. Our market share, the growth in recurring revenue, the growth in our deferred revenue, all validate the success we have had in this initiative.

As you know, while traceability is grabbing headlines, we are experiencing growth in all lines of business, not just traceability, but equally in compliance and supply chain. While traditional sales of one service to solve one problem continues to grow, our cross-selling initiatives are delivering accelerated momentum. This is due to our intentional and conscious design of an end-to-end solution on a common platform. Once we have integrated the customer's data and they are successful on one solution, expanding to an additional solution is relatively easy and delivers incremental efficiencies for the customer.

We have been pointing out the growth in deferred revenue. As most of you know, deferred revenue is an indicator of future revenue yet to be recognized. Be clear, this is contracted revenue and represents all of our solutions, not just traceability. As our services are delivered in accordance with a contract that earned revenue will be layered in over the subsequent 12 to 18 months.

As I previously stated, deferred revenue was $3.2 million at June 30, up from $2.4 million a year ago. This represents an increase of more than 30% and represents approximately $800,000 in new signed contracts in hand at the end of the June 2025 quarter. This does not include any pending or subsequent sales efforts after the June 2025 quarter. Again, the proof is in the numbers.

Our primary business focus is on generating earnings and cash. In the last fiscal year, 11% revenue growth was converted into 17% net income growth. More importantly, we converted $2.2 million in incremental revenue into $3.1 million in incremental cash from operations. Why? Because many of our contracts require the annual subscription paid in advance. The result is cash will always run ahead of revenue.

For the fiscal year, $0.47 of every incremental revenue dollar fell to the bottom line on a GAAP basis. Those results reflect the increased investment in marketing, technology and onboarding of new customers, resulting in modestly higher costs that will flatten over time.

While our incremental conversion is meaningful, I'm not satisfied. Our longer-term goal is to move our contribution margin from approximately 50%, where it is today, closer towards 80%. Investments in automation and efficiency is how we will ultimately get there.

Again, our strategy is simple. First, take exceptional care of the customer and execute perfectly. Second, grow recurring revenue, increase profitability, use cash to buy back common stock, redeem the preferred, and do it with no bank debt. At the same time, return capital to Shareholders through an increase in cash dividend. Third, we continue to build cash in the balance sheet, over $28 million as of June 30, 2025. Yes, it really is that simple.

Turn to our capital allocation plan. Since inception of the capital allocation plan, the Company has paid off over $6 million of bank debt. As of June 30, 2025, the Company has zero bank debt. Given our solid balance sheet, we chose to terminate our $12 million credit facility with a bank.

Since inception, the Company has redeemed 501,679 shares of preferred stock for a total of $5.4 million. The amount remaining to redeem the remaining preferred shares is $3.6 million. At the current rate of redemption, I anticipate we will redeem all of the remaining preferred shares issued and outstanding on or before December 2026, given our cash generation.

Since inception, the Company has bought back 2.13 million shares of common stock for approximately $13 million. Roughly $8 million remains available for future buybacks under the current share repurchase program as approved by the Board of Directors and Shareholders as of June 30, 2025. The Company holds no treasury stock. Common shares are repurchased and simultaneously canceled.

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Since inception, we have paid out over $5 million in cash dividends to Shareholders and raised the common stock dividend now three times by 10% each time since December of 2023. From time to time, the Board will evaluate our capital allocation strategy, making appropriate adjustments based on the approach most beneficial to all Shareholders at that time. Our goal is to continue to return 50% of annual cash from operations to Shareholders and putting the other half in the bank.

That's all I have today. Thanks, everyone, for your time. At this point, I'll pass the call over to Randy. Randy?

Randy Fields

Thanks, John.

As John outlined, our results over the past year reflect solid revenue growth and a rapidly growing profitability. Our business model is becoming increasingly efficient and our learnings from our onboarding Wizard and automation activities are helping to shape our future. This process, thinking step by step about the onboarding process from a customer perspective, is really changing how we go about our business.

Historically, the amount of human intervention to onboard a customer was significantly higher than it is today. Today, with our Wizard approach, as we call it, we have a solid, very much automated onboarding process. This new approach opens new opportunities across the entire business, certainly not just in traceability. Based on our experience in creating the onboarding Wizard, we've meaningfully shifted our marketing approach to all of our solutions. In simplest terms, it enables us to deal with smaller accounts with the same level of service, and frankly, success as we've had historically with larger accounts. Obviously, this means our total addressable market is growing.

The approach started with traceability, but due to the unique challenges of the new requirements placed on suppliers, it's enabled us to expand our target market for the suite of applications that we have well beyond just traceability.

Let me elaborate. Historically, we exclusively used a retailer-centric hub model. This means that we built a relationship with a large retailer or wholesaler, and this customer then rolls out the use of our service to their supply chain to their suppliers. It's been a successful model for our compliance solution, for example, enabling us to build a network with thousands of customers across the industry.

As the traceability initiative unfolded, however, it became clear that the traceability, the rules created a challenge for suppliers because they need accurate data from their suppliers all the way down to frankly to dirt. In short, it's both a multi-level opportunity and a challenge. These ingredient suppliers are typically rather small and rarely have IT support. When the FDA extended the deadline for compliance, one of the primary reasons that they cited was that suppliers were unable to meet the more aggressive timeline. They were right.

Using our traditional hub-centric model, we might never have reached this far down the value chain, but under the new traceability system, these suppliers play a very important role, in fact, a central role. We were hearing from larger suppliers, companies with dozens, perhaps hundreds of ingredient suppliers, that it was a challenge. They needed to track the individual ingredients and their suppliers, frankly, were not equipped to do so. We are the solution.

In our current view, the mandate is not only coming from a retailer at the top, but from a supplier in the middle, and is pushing both upstream and downstream. If a manufacturer cannot track the ingredients through the system, they can't meet the traceability requirements of the retailer. Since we had a large network who already knew us, and since these manufacturers and suppliers knew they needed to meet traceability requirements for their customers, we realized the appropriate approach was not only a top-down strategy, but a bottom-up approach, or something in the middle.

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As a result, an increasingly larger number of our referrals are coming from suppliers and manufacturers who are pushing their suppliers to join the network. These customers require a transparency of traceability. They demand better information from their downstream suppliers, and the retailers at the top of the value chain are still driving the timing and scope of traceability. In a sense, we're providing the solution for all of them so that suppliers can make it all work.

Importantly, keep in mind, this isn't just for traceability. We're now employing a similar approach and generating similar results for our other business lines as well. For each of our services, remember, we charge a very modest price. We solve a real business problem, and we do so at such a compelling price point, we are perceived as providing significant value.

Over the past year, we've invested significantly in our infrastructure, especially our AI onboarding Wizard. We'll continue to tweak this solution with the goal to continue to eliminate as much human intervention from the onboarding process as possible. With tens of thousands of potential small customers out there, automation is key, and we're getting quite good at this. We'll never onboard 100% of the customers in a 100% automated fashion. Today, though, nearly all of our customers are using the automated Wizard for at least some portion of their onboarding.

Keep in mind, this is not a new adventure for us. Over the past several years, we've added thousands of accounts, and our head count is essentially flat. We understand automation and what it can do, and yes, AI is showing up in more and more aspects of our technology. Keep in mind, we were using AI long before it became a buzzword.

Another benefit of this middle-up approach is that these middle-tier suppliers not only have a number of suppliers downstream, but they also typically have several, sometimes dozens, or even hundreds of upstream customers. Each of these relationships is a viable target for us, for all of our solutions. These customers need to comply with traceability requirements as well, and if their suppliers are using our solution, we're a natural fit. With the top-down, hub-centric approach, referrals really only work downstream. The middle-out approach provides us much more referral opportunities, both upstream and downstream.

We have and will continue to establish and cultivate relationships with larger hubs, but the scale of our network, our reputation and the value we provide is enabling us to expand our addressable market by targeting a larger pool of smaller customers. Think pull, not push.

ReposiTrak has emerged as the go-to solution to meet traceability requirements. More importantly, the traceability network aligns well with the individual preferences of retailers, as well as their suppliers. Our solution, I think in a sense, is sort of a Rosetta Stone, a universal translator. It will work with not just our solutions, but other solutions and those developed by retailers internally.

Today, we're arguably the largest traceability network in the world. The network effect is beginning to take place. New customers bring additional target customers and grow our opportunities. The FDA's change in timeline has given us and our customers breathing room to roll this out effectively. A significant result of the growth in the number of customers is a growing pipeline of cross-selling opportunities. As a reminder, all of our major solutions, traceability, supply chain, compliance, are built on a single technology platform and that's a key and importantly intentional differentiator.

This common platform creates incredible financial and operational efficiencies and facilitates our cross-selling. A customer using the RTN network has already done the hard work. Data has been collected, synchronized, scrubbed, and mapped. Wow, and the data is now likely to be ensured to be very accurate. As a result, expanding into other ReposiTrak service offerings, such as compliance or supply chain is actually pretty easy.

In summary, our accomplishments to date are precisely what we've communicated to Shareholders over some time. Our profitability is increasing at approximately twice the pace of our revenue, demonstrating the inherent leverage of our business model. We continue to grow our cash reserves, maintain a fortress balance sheet with no debt, and once again increased our quarterly dividend, now for the third time in as many years. Still, we really have just scratched the surface. We believe the growth will continue to be converted into cash, and approximately half of our cash generation will continue to be returned to Shareholders. It's an elegant model.

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With that, I'd like to open it up for questions. Operator?

Operator

Thank you. With that, we'll now be conducting a question-and-answer session. If you'd like to ask a question, please press star, one on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You may press star, two to remove yourself from the queue. For participants using speaker equipment, it may be necessary to pick up the handset before pressing the star keys. One moment while we poll for questions.

Our first question comes from the line of Thomas Forte with Maxim Group. Please proceed with your question.

Thomas Forte

Great. Randy and John, congrats on the quarter and year. I have four questions, but I might have another one depending on your answers. Then my last one is a bit of an indulgence question, so I hope you can indulge me in the last one. All right. First, I'll go one at a time. First off, this is my clarification question. Randy, did you say you changed your pricing strategy or your billing strategy? Can you explain that one more time?

Randy Fields

Well, it's not really either of those, or it's both. I don't mean to be vague. But what we've done is to find because of the automation we did that we can be as effective with smaller accounts as we can with larger accounts. In other words, we can provide the same level of technical success and relationship success. That was a breakthrough for us. It was something we hoped for but didn't want to count on.

The implication is that instead of dealing at only the first level of suppliers to a retailer, we're able now to start with those suppliers and move down the, no pun intended, food chain until we're all the way down to dirt. In other words, this massively changes the scope of what we do, changes how we market, changes a little bit in terms of how we bill, but ultimately it means that we can deal and will be dealing with smaller accounts, not just the very largest. It's a pretty significant change.

For those of you who've been around for a while, you know that we're an operationally inclined business. Before we set out to go do this, we wanted to be just absolutely sure that we could offer the same level of service as we historically have. We found that, once again, through our automation technology, that that's going to be possible. It changes everything. It really does. It just changes everything for us.

The answer is either neither or both, but part of going after smaller accounts than we historically have. Did that clarify it? I hope.

Thomas Forte

Thank you for the clarification. All right, so then for my second question, if I'm not clear and this is too open-ended, let me know. How, if at all, have tariffs impacted your business? If that's too vague, I can be a little more specific.

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Randy Fields

Well, the answer at this point is that it really hasn't significantly. It could in the future for the following reasons. It hasn't so far because the impact on food, food retailers, food manufacturers hasn't been excessive. However, some portions of the food supply chain are literally outside the U.S. A significant amount of fish, a significant amount of vegetables and fruit, et cetera, come from outside the U.S. That part of the food chain is going to be impacted. What we don't know is whether that can be passed on, whether it's going to be absorbed. We just don't know yet. It's too soon.

Theoretically, it could hurt our customers, which can't be in the long run a good thing. But at this point, it really has had little, if any, effect.

Thomas Forte

All right. Then this is a follow-on to that one. Okay, so you have not been indirectly impacted to the extent that your core food retail customers have perhaps been distracted by tariffs. You just answered that there's been no direct impact to you because of tariffs in that regard. But is there any indirect impact, meaning that anything that takes the time of your food retailers works against you?

Randy Fields

The answer to that is, at this point, no. But in the long run, as we adjust to tariffs, retailers are very clever at how to avoid cost increases and whatnot. Could it become distracting? It could. But at this point, again, just no impact, nothing that we see. It's just ordinary course of business.

Thomas Forte

Okay. Then the remaining are all kind of different flavors of capital allocation questions. What are your current thoughts on strategic M&A? You have, obviously, huge advantages that would make you an excellent acquirer, including, among others, a strong balance sheet. What's your current thoughts?

Randy Fields

Well, John and Randy do keep their eyes open for opportunities. It's fair to say that that activity has picked up recently. We're seeing more things and more things that are of interest, frankly. But we certainly have nothing to announce. It's way early. But M&A at this point, if you said, if we were watching this on some kind of a meter, is the meter moving in the direction of more likely? The answer to that is yes. But it hasn't reached the point that it's going to happen. How's that for a mealy-mouthed answer to your question?

Thomas Forte

Okay. I'll give you a chance then to add. Historically, do you have any parameters—has to be accretive? It has to give you new customers. Any other, like, high-level ways you would describe it?

Randy Fields

Definitely, yes. It would definitely have to be accretive. It would definitely have to be something that we either wouldn't or couldn't over the near term develop ourselves. Most likely, we would want it to take us into either an adjacent industry where we don't have as much domain expertise. Those would really typically be the characteristics. But anything we do would have to be accretive for sure. John, any commentary on that?

John Merrill

No, I think we look at opportunities all the time. I think we have plenty of opportunity in what we do in all lines of business, but if something came along that didn't dilute our margins and was accretive, it was a bolt-on service or got us into another industry, I completely agree. We would definitely explore that opportunity. I think Randy put it eloquently that we look at those things all the time, but as far as that moving the needle and where we are in that path, way too early.

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Thomas Forte

Okay, we're down to my final two. On capital allocation, would you consider paying a one-time dividend? I've seen other companies with similar financial profiles as yours pay one-time dividends.

John Merrill

My opinion is no. I don't think it makes sense for Investors too. I would much rather have an Investor look at what we have done, which is, hey, it's possible they might increase their dividend going forward based on their 50% givebacks to the Shareholders versus a one and done of—I don't think that gives you any line of sight. I think that's the same way we've been in our financials. We've always been transparent and said, from a SaaS model you can see this growth, you can see these margins, and I think we've done what we've said, said what we've done, and I'm just not a fan of the one-time.

Maybe Randy has a different position, but I would much rather continue to pay down the—pay off the preferred, get back into buying back the common, continue to increase the dividend. But long-winded answer, I'm not a fan of one-time dividends.

Randy Fields

The only thing I would say that's—yes, let me say one thing that's slightly different than that. We're speaking about where we are now. It is possible, if we do exceptionally well over the next few years, that the cash on our balance sheet will become what I would call unwieldy. In other words, it's the tail wagging, the dog. It's conceptually possible at some future point we might reconsider that, but right now, absolutely not.

Thomas Forte

Okay. Now we're down to the indulgence question, but I do, Randy and John, want a full thoughtful answer, not just a dismissive no, without reading your minds.

Randy Fields

No.

Thomas Forte

Okay. Do you have any crypto treasury plans? Why or why not?

Randy Fields

John?

John Merrill

We have no crypto. No, we do not. As a fiduciary, I think most Investors would look at us and say, are you guys out of your mind? Why don't you just go to Vegas and put it on black? I don't know enough about it, and it's just not worth the risk. I think our cash generation gives us peace of mind that we can deliver our capital allocation strategy without crypto.

Thomas Forte

Okay. Thank you for laughing but giving a thoughtful answer, John.

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John Merrill

I was actually going to say maybe. I was going to say maybe just so I didn't say no.

Thomas Forte

Okay. No, I appreciate the reasoning. Thanks as always for taking my questions.

Randy Fields

Of course.

Operator

Thank you. Once again, if you would like to ask a question, please press star, one on your keypad. That is star, one. Okay, it looks like there are no further questions at this time. I would like to turn the call back to Randy Fields for closing remarks.

Randy Fields

Operator, thank you.

Thanks, all of you, for joining us. Obviously, you can tell from our tone we feel really good about where we are. We're hoping that from what John has said and what Randy has said that you understand how our business model is working and why the next few years feel very, very good to us. Thank you. Thanks for your time, everybody. Have a good one. Bye-bye.

John Merrill

Thank you.

Jeff Stanlis

Bye-bye.

Operator

Thank you. With that, this does conclude today's teleconference. We thank you for your participation. You may now disconnect your lines and have a wonderful day.

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