TRCK 10-Q
Track Group, Inc. (TRCK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from ___________ to ____________
Commission file number:
(Exact name of registrant as specified in its charter)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
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 Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large, accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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
The number of shares outstanding of the registrant’s common stock as of August 3, 2026, was
TRACK GROUP, INC.
FORM 10-Q
For the Quarterly Period Ended June 30, 2026
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Item 1. |
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Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) |
2 | |
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Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited) |
3 | |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
22 |
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Item 3. |
29 | |
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Item 4. |
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Item 1. |
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Item1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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Item 1. Financial Statements
TRACK GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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(Unaudited) |
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June 30, |
September 30, |
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2026 |
2025 |
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Assets |
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Current assets: |
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Cash |
$ | $ | ||||||
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Accounts receivable, net of allowance for credit losses of $ |
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Prepaid expense and deposits |
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Inventory, net of reserves of $ |
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Total current assets |
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Property and equipment, net of accumulated depreciation of $ |
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Monitoring equipment, net of accumulated depreciation of $ |
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Intangible assets, net of accumulated amortization of $ |
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Goodwill |
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Other assets, net |
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Total assets |
$ | $ | ||||||
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Liabilities and Stockholders’ Equity (Deficit) |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
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Accrued liabilities |
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Total current liabilities |
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Long-term debt, net of current portion |
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Long-term liabilities |
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Warrant liability |
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Total liabilities |
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Commitments and contingencies (Note 22) |
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Stockholders’ equity (deficit): |
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Common stock, $ |
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Preferred stock, $ |
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Series A Convertible Preferred stock, $ |
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Paid in capital |
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Accumulated deficit |
( |
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( |
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Accumulated other comprehensive income (loss) |
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Total equity (deficit) |
( |
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Total liabilities and stockholders’ equity (deficit) |
$ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated statements.
TRACK GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
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Three Months Ended |
Nine Months Ended |
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June 30, |
June 30, |
June 30, |
June 30, |
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2026 |
2025 |
2026 |
2025 |
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Revenue: |
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Monitoring and other related services |
$ | $ | $ | $ | ||||||||||||
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Product sales and other |
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Total revenue |
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Cost of revenue: |
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Monitoring, products and other related services |
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Depreciation & amortization included in cost of revenue |
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Total cost of revenue |
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Gross profit |
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Operating expense: |
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General & administrative |
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Selling & marketing |
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Research & development |
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Depreciation & amortization |
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(Gain) loss on sale/dissolution of subsidiary |
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Total operating expense |
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Operating income (loss) |
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Other income (expense): |
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Interest income |
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Interest expense, net |
( |
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Currency exchange rate gain (loss) |
( |
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Gain on troubled debt restructuring |
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Warrant liability issuance costs |
( |
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Revaluation of warrant liability |
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Total other income (expense) |
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Income (loss) before income taxes |
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Income tax expense |
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Net income (loss) attributable to common shareholders |
( |
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Release of cumulative translation adjustment for sale of subsidiary |
( |
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Equity adjustment for sale of subsidiary |
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Foreign currency translation adjustments |
( |
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Comprehensive income (loss) |
$ | $ | $ | $ | ||||||||||||
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Net income (loss) per share – basic: |
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Net income (loss) per share |
$ | $ | $ | $ | ( |
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Weighted average shares outstanding |
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Net income (loss) per share – diluted: |
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Net income (loss) per share |
$ | $ | $ | $ | ( |
) | ||||||||||
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Weighted average shares outstanding |
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The accompanying notes are an integral part of these condensed consolidated statements.
TRACK GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
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Common Stock |
Paid-in |
Accumulated |
Comprehensive |
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Shares |
Amount |
Capital |
Deficit |
Loss |
Total |
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Balance September 30, 2025 |
$ | $ | $ | ( |
) | $ | $ | ( |
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Release cumulative translation adjustment for dissolution of subsidiary |
- | ( |
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Foreign currency translation adjustments |
- | ( |
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Net income |
- | |||||||||||||||||||||||
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Balance December 31, 2025 |
$ | $ | $ | ( |
) |
$ |
$ |
( |
) | |||||||||||||||
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Foreign currency translation adjustments |
- | - | - | - | ||||||||||||||||||||
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Net loss |
- | - | - | ( |
) | - | ( |
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Balance March 31, 2026 |
$ | $ | $ | ( |
) | $ | $ | ( |
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Foreign currency translation adjustments |
- | - | ||||||||||||||||||||||
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Net income |
- | - | - | |||||||||||||||||||||
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Issuance of Common Stock/warrants, net of issuance costs of $ |
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Balance June 30, 2026 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
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Common Stock |
Paid-in |
Accumulated |
Comprehensive |
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Shares |
Amount |
Capital |
Deficit |
Loss |
Total |
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Balance September 30, 2024 |
$ | $ | $ | ( |
) |
$ | ( |
) |
$ | ( |
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Release cumulative translation adjustment for sale of subsidiary |
- | |||||||||||||||||||||||
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Foreign currency translation adjustments |
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Equity adjustment for sale of subsidiary |
- | ( |
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Net loss |
- | ( |
) | ( |
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Balance December 31, 2024 |
$ | $ | $ | ( |
) | $ | $ | ( |
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Foreign currency translation adjustments |
- | ( |
) | ( |
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Net loss |
- | ( |
) | ( |
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Balance March 31, 2025 |
$ | $ | $ | ( |
) | $ | $ | ( |
) | |||||||||||||||
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Foreign currency translation adjustments |
- | - | - | - | ( |
) | ( |
) | ||||||||||||||||
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Net income |
- | - | - | - | ||||||||||||||||||||
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Balance June 30, 2025 |
$ | $ | $ | ( |
) | $ | $ | ( |
) | |||||||||||||||
The accompanying notes are an integral part of these condensed consolidated statements.
TRACK GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Nine Months Ended June 30, |
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2026 |
2025 |
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Cash flows provided by operating activities: |
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Net income (loss) |
$ |
$ |
( |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Credit losses |
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Sales allowance |
( |
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Allowance for obsolete inventory |
( |
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Deferred taxes |
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Loss on monitoring equipment included in cost of revenue |
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Gain on troubled debt restructuring |
( |
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Amortization of debt issuance costs |
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Interest added to loan payable |
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Foreign currency exchange (gain) loss |
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Right of use assets/liabilities |
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Loss on disposal of assets |
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(Gain) loss on sale/dissolution of subsidiary |
( |
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| Revaluation of warrant liability | ( |
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Change in assets and liabilities: |
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Accounts receivable, net |
( |
) | ||||||
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Inventories, net |
( |
) | ( |
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Current assets held for sale |
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Prepaid expense, deposits and other assets |
( |
) | ( |
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Noncurrent assets |
( |
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Accounts payable |
( |
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Accrued liabilities |
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Current liabilities held for sale |
( |
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Other current liabilities |
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Net cash provided by operating activities |
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Cash flow used in investing activities: |
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Purchase of property and equipment |
( |
) | ( |
) | ||||
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Capitalized software |
( |
) | ( |
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Purchase of monitoring equipment and parts |
( |
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Proceeds from sale of subsidiary, net of cash included in sale |
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Net cash used in investing activities |
( |
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Cash flow provided by financing activities: |
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Proceeds from loan payable |
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Principal payments on long-term debt |
( |
) | ( |
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Proceeds from common stock and warrants |
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| Payment of stock and warrant issuance costs | ( |
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Payment of deferred financing fees |
( |
) | ( |
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Net cash provided by financing activities |
( |
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Effect of exchange rate changes on cash |
( |
) | ( |
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Net increase in cash |
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Cash and cash held for sale, beginning of period |
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Cash, end of period |
$ | $ | ||||||
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Cash paid for interest |
$ | $ | ||||||
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Cash paid for taxes |
$ | $ | ||||||
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Noncash investing activities |
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Purchase of monitoring equipment in accounts payable |
$ | $ | ||||||
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Purchase of capitalized software in accounts payable |
$ | $ | ||||||
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Purchase of property and equipment in accounts payable |
$ | $ | ||||||
| Noncash financing activities | ||||||||
| Issuance costs in accounts payable | $ | $ | ||||||
| Deferred financing fees in accounts payable | $ | $ | ||||||
| Deferred financing fees in exchange for a long term liability | $ | $ | ||||||
| Deferred financing fees in exchange for liability warrants | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated statements.
TRACK GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) BASIS OF PRESENTATION
The unaudited interim condensed consolidated financial information of Track Group, Inc. and subsidiaries (collectively, the “Company” or “Track Group”) has been prepared in accordance with the Instructions to Form 10-Q and Article 8 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying interim consolidated financial information contains all adjustments, consisting only of normal recurring adjustments necessary to present fairly the Company’s financial position as of June 30, 2026 and results of its operations for the three and nine months ended June 30, 2026. These financial statements should be read in conjunction with the audited annual consolidated financial statements and notes thereto that are included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025, filed with the SEC on December 19, 2025. The results of operations for the nine months ending June 30, 2026, may not be indicative of the results for the fiscal year ending September 30, 2026 (“Fiscal 2026”).
As of June 30, 2026 and September 30, 2025, the Company had an accumulated deficit of $
Recent Financings and Restructuring
On May 1, 2026, the Company announced a comprehensive restructuring, which included financing transactions consisting of (i) a private placement resulting in approximately $
The Company’s ability to return to profitable operations is dependent upon generating a level of revenue adequate to support its existing cost structure. Management has evaluated the significance of these conditions, as well as the results from the Restructuring, and has determined that the Company can meet its operating obligations for a reasonable period. The Company expects to fund operations using cash on hand and through operational cash flows through the next twelve months.
Sale of Subsidiary
In the first quarter of fiscal 2025, we completed the sale of our Chilean subsidiary and recognized a $
(2) PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Track Group, Inc. and its active wholly-owned subsidiaries, Track Group Analytics Limited, and Track Group Americas, Inc., as well as activity for our recently dissolved subsidiary, Track Group International LTD., and Track Group - Chile SpA, our subsidiary that was sold on November 1, 2024. All significant inter-company transactions have been eliminated in consolidation.
(3) RECENT ACCOUNTING STANDARDS
The Company evaluates all Accounting Standards Updates (each an “ASU”, and collectively, “ASUs”) issued by the Financial Accounting Standards Board (“FASB”) for consideration of their applicability to our consolidated financial statements.
New Accounting Standards or Updates Adopted in Fiscal 2026
No new accounting standards or updates were adopted in Fiscal 2026.
Recent Accounting Standards or Updates Not Yet Effective
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendment in Response to the SEC’s Disclosure Update and Simplification Initiative. The ASU incorporates several disclosure and presentation requirements currently residing in the SEC Regulations S-X and S-K. The amendments will be applied prospectively and are effective when the SEC removes the related requirements from Regulations S-X or S-K. Any amendments the SEC does not remove by June 30, 2027 will not be effective. As we are currently subject to these SEC requirements, this ASU is not expected to have a material impact on our consolidated financial statements or related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid and to improve the effectiveness of income tax disclosures. This accounting standards update will be effective for us for fiscal year 2026 and interim periods beginning in the first quarter of fiscal 2027, with early adoption permitted. The Company does not expect it to have a material impact on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The Board is issuing the amendments in this Update to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this Update should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements. The Company will review the guidance in ASU 2024-03 and will adopt disclosures as applicable in the fiscal year ended September 30, 2028.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurements of Credit Loses for Accounts Receivable and Contract Assets. The amendments in this update provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under ASU 2025-05, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim periods in those years. The Company will review the guidance in ASU 2025-05 and will adopt disclosures as applicable beginning in the fiscal year ending September 30, 2027. The Company is currently evaluating the impacts of the adoption of ASU 2025-05 on its financial statements and disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"), which updates the accounting for internal-use software by removing project stage references and introduces a new capitalization threshold based on management authorization and project completion probability. The guidance requires evaluation of significant development uncertainty, including novel functionality and unresolved performance requirements. ASU 2025-06 clarifies that capitalized internal-use software costs are subject to the property, plant and equipment disclosure requirements under ASC 360-10. The amendments are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. ASU 2025-06 may be applied prospectively, retrospectively or on a modified transition approach with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-06 on our financial statement disclosures and will adopt ASU 2025-06 in fiscal year ended September 30, 2029.
No other new accounting pronouncements issued or effective as of June 30, 2026 have had or are expected to have a material impact on our consolidated financial statements.
(4) IMPAIRMENT OF LONG-LIVED ASSETS
The Company reviews long-lived assets for impairment when events or changes in circumstances indicate that the book value of an asset may not be recoverable, and in the case of goodwill, at least annually. The Company evaluates whether events and circumstances have occurred which indicate possible impairment as of each balance sheet date. If the carrying amount of an asset exceeds its fair value, an impairment charge is recognized for the amount by which the carrying amount exceeds the estimated fair value of the asset. Impairment of long-lived assets is assessed at the lowest levels for which there is an identifiable fair value that is independent of other groups of assets.
(5) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) includes net income (loss) as currently reported under GAAP and other comprehensive income (loss). Other comprehensive income (loss) considers the effects of additional economic events, such as foreign currency translation adjustments, which are not required to be recorded in determining net income (loss), but rather are reported as a separate component of stockholders’ equity. The Canadian Dollar is used as the functional currency of our Canadian subsidiary, Track Group Analytics Limited. The New Israeli Shekel is the functional currency of our recently dissolved subsidiary, Track Group International, Ltd. The Chilean Peso is the functional currency of Track Group - Chile SpA, our subsidiary that was sold on November 1, 2024. The balance sheets of all subsidiaries have been converted into U.S. dollars (“USD”) at the prevailing exchange rate at June 30, 2026.
(6) NET INCOME PER COMMON SHARE
Basic net income (loss) per common share (“Basic EPS”) is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period.
Diluted net income (loss) per common share (“Diluted EPS”) is computed by dividing net income (loss) attributable to common stockholders by the sum of the weighted-average number of common shares outstanding and the weighted-average dilutive common share equivalents outstanding. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect.
Common share equivalents consist of shares issuable upon the exercise of options to purchase shares of the Company’s common stock, $
At June 30, 2026 and 2025,
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June 30, |
June 30, |
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2026 |
2025 |
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Exercisable common stock options and warrants |
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Total common stock equivalents |
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(7) REVENUE RECOGNITION
Our revenue is predominantly derived from two sources: monitoring services and product sales.
Monitoring and Other Related Services
Monitoring services include two components: (i) lease contracts pursuant to which the Company provides monitoring services and leased devices to distributors or end users and the Company retains ownership of the leased device; and (ii) monitoring services purchased by distributors or end users who have previously purchased monitoring devices and opt to use the Company’s monitoring services. The rates for leased devices and monitoring services are considered to be stated at their individual stand-alone selling prices. The Company recognizes revenue on leased devices and monitoring services at the end of each month the services have been provided and payment terms are 30 days from the invoice date. In those circumstances in which the Company receives payment in advance, the Company records these payments as deferred revenue.
Product Sales and Other
The Company sells devices and replacement parts to customers under certain contracts, as well as law enforcement software licenses and maintenance, and analytical software. Revenue transactions associated with the sale of devices and replacement parts comprise a single performance obligation. We satisfy the performance obligation when the Company has transferred control of the product to the customer and they receive substantially all of the benefits. Transfer of control passes to customers upon shipment or upon receipt depending on the country of the sale and the agreement with the customer. The transaction price is determined based upon the invoiced sales price and payment terms for the transaction depends on the agreement with the customer and payment is generally required within 60 days or less of shipment. The Company recognizes revenue from other services as the customer receives services and the Company has the right to payment. When purchasing products (such as ReliAlert™ devices) from the Company, customers may, but are not required to, enter into monitoring service contracts with us. The Company recognizes revenue on monitoring services for customers that have previously purchased devices at the end of each month that monitoring services have been provided.
Multiple Element Arrangements
The majority of our revenue transactions do not have multiple elements. However, on occasion the Company may enter into revenue transactions that have multiple elements. These may include different combinations of products or services that are included in a single billable rate. These products or services are delivered over time as the customer utilizes our services. In cases where obligations in a contract are distinct and thus require separation into multiple performance obligations, revenue recognition guidance requires that contract consideration be allocated to each distinct performance obligation based on its relative standalone selling price. The value allocated to each performance obligation is then recognized as revenue when the revenue recognition criteria for each distinct promise or bundle of promises has been met. There were no multiple element arrangements for the nine months ended June 30, 2026 and 2025.
Other Matters
The Company considers an arrangement with payment terms longer than the Company’s normal terms not to be fixed or determinable. Normal payment terms for the sale of monitoring services and products are due upon receipt to 30 days. The Company sells devices and services directly to end users and to distributors. Distributors do not have general rights of return. Also, distributors have no price protection or stock protection rights with respect to devices sold to them by us. Generally, title and risk of loss pass to the buyer upon delivery of the devices.
Shipping and handling fees charged to customers are included as part of total revenue. The related freight costs and supplies directly associated with shipping products to customers are included as a component of cost of revenue.
The following table presents the Company’s revenue by geography, based on management’s assessment of available data:
|
Three Months Ended June 30, 2026 |
Three Months Ended June 30, 2025 |
|||||||||||||||
|
Total Revenue |
% of Total Revenue |
Total Revenue |
% of Total Revenue |
|||||||||||||
|
United States |
% |
$ |
% | |||||||||||||
|
Latin America |
% |
% |
||||||||||||||
|
Other |
% |
% |
||||||||||||||
|
Total |
$ |
% |
$ |
% |
||||||||||||
|
Nine Months Ended June 30, 2026 |
Nine Months Ended June 30, 2025 |
|||||||||||||||
|
Total Revenue |
% of Total Revenue |
Total Revenue |
% of Total Revenue |
|||||||||||||
|
United States |
% | $ | % | |||||||||||||
|
Latin America |
% | % | ||||||||||||||
|
Other |
% | % | ||||||||||||||
|
Total |
$ | % | $ | % | ||||||||||||
The above table includes total revenue for the Company, of which monitoring and other related services is the majority of the Company’s revenue (approximately
The balances of accounts receivable of $
The following table summarizes the activity of allowance for credit losses on accounts receivable for the nine months ended June 30, 2026:
|
Nine Months Ended June 30, 2026 |
||||
|
Balance – beginning of period |
$ | |||
|
Increase to provision for credit losses |
||||
|
Write offs charged against allowance |
( |
) | ||
|
Balance – end of period |
$ | |||
For the three months ended June 30, 2026 and 2025, the Company wrote-off accounts receivables of $
The balances of deferred revenue at June 30, 2026, September 30, 2025, and September 30, 2024 were $
(8) PREPAID EXPENSE AND DEPOSITS
As of June 30, 2026, September 30, 2025, and September 30, 2024 the outstanding balance of prepaid expense and deposits was $
(9) INVENTORY
Inventory is valued at the lower of the cost or net realizable value. Cost is determined using the first-in/first-out method. Net realizable value is determined based on the item selling price. Inventory is periodically reviewed in order to identify obsolete or damaged items or impaired values.
Inventory consists of parts used for minor repairs of ReliAlert™, and other tracking devices. Inventory also consists of completed circuit boards and the components used to manufacture circuit boards. Completed and shipped ReliAlert™ and other tracking devices are reflected in Monitoring Equipment. As of June 30, 2026 and September 30, 2025, inventory consisted of the following:
|
June 30, 2026 |
September 30, 2025 |
|||||||
|
Monitoring equipment component boards inventory |
$ | $ | ||||||
|
Reserve for damaged or obsolete inventory |
( |
) | ( |
) | ||||
|
Total inventory, net of reserves |
$ | $ | ||||||
The Company uses a third-party fulfillment service provider. As a result of this service, the Company’s employees do not actively assemble new products or repair a significant amount of monitoring equipment shipped directly from suppliers. Purchases of monitoring equipment are recognized directly. Management believes this process reduces maintenance and fulfillment costs associated with inventory and monitoring equipment. Management reviews inventory regularly to identify damaged or obsolete inventory and reserves for potential losses. The Company recorded a recovery of $
(10) PROPERTY AND EQUIPMENT
Property and equipment consisted of the following as of June 30, 2026 and September 30, 2025:
|
June 30, 2026 |
September 30, 2025 |
|||||||
|
Equipment, software and tooling |
$ | $ | ||||||
|
Leasehold improvements |
||||||||
|
Furniture and fixtures |
||||||||
|
Other fixed assets |
||||||||
|
Total property and equipment before accumulated depreciation |
||||||||
|
Accumulated depreciation |
( |
) | ( |
) | ||||
|
Property and equipment, net of accumulated depreciation |
$ | $ | ||||||
Property and equipment depreciation expense for the three months ended June 30, 2026 and 2025 was $
(11) MONITORING EQUIPMENT
The Company leases monitoring equipment to agencies for offender tracking under contractual service agreements. The monitoring equipment is depreciated using the straight-line method over an estimated useful life of between to years for monitoring devices. Monitoring equipment as of June 30, 2026 and September 30, 2025 is as follows:
|
June 30, 2026 |
September 30, 2025 |
|||||||
|
Monitoring equipment |
$ | $ | ||||||
|
Accumulated depreciation |
( |
) | ( |
) | ||||
|
Monitoring equipment, net of accumulated depreciation |
$ | $ | ||||||
Depreciation expense for the three months ended June 30, 2026 and 2025 was $
During the three months ended June 30, 2026 and 2025, the Company recorded charges of $
(12) INTANGIBLE ASSETS
The following table summarizes the activity of intangible assets at June 30, 2026 and September 30, 2025:
|
June 30, 2026 |
September 30, 2025 |
|||||||||||||||||||||||
|
Gross |
Accumulated Amortization |
Net |
Gross |
Accumulated Amortization |
Net |
|||||||||||||||||||
|
Royalty agreements |
$ | $ | ( |
) |
$ | $ | $ | ( |
) |
$ | ||||||||||||||
|
Developed technology |
( |
) |
( |
) |
||||||||||||||||||||
|
Trade name |
( |
) |
( |
) |
||||||||||||||||||||
|
Total intangible assets |
$ | $ | ( |
) |
$ | $ | $ | ( |
) |
$ | ||||||||||||||
The intangible assets summarized above were purchased or developed on various dates from July 2011 through June 30, 2026.
Total amortization expense for the three months ended June 30, 2026 and 2025 was $
Total amortization expense for the nine months ended June 30, 2026 and 2025 was $
The following table summarizes the future maturities of amortization of intangible assets as of June 30, 2026:
|
Twelve months ended June 30: |
Amortization |
|||
|
2027 |
$ | |||
|
2028 |
||||
|
2029 |
||||
|
2030 |
||||
|
2031 |
||||
|
Thereafter |
||||
|
Total |
$ | |||
(13) GOODWILL
The following table summarizes the activity of goodwill at June 30, 2026 and September 30, 2025, respectively:
|
Nine Months Ended June 30, 2026 |
Year Ended September 30, 2025 |
|||||||
|
Balance - beginning of period |
$ | $ | ||||||
|
Effect of foreign currency translation on goodwill |
||||||||
|
Balance - end of period |
$ | $ | ||||||
Goodwill is recognized in connection with acquisition transactions in accordance with ASC 805. The Company performs an impairment test for goodwill annually or more frequently if indicators of potential impairment exist. impairment of goodwill was recognized through June 30, 2026.
(14) OTHER ASSETS
As of June 30, 2026 and September 30, 2025, the balance of other assets was $
(15) LEASES
Leases as Lessor
Monitoring Equipment and Other Related Services
The Company leases monitoring equipment and provides monitoring services to its customers with contract terms varying from month-to-month to several years and each daily contract price varies. Devices supplied to customers are not serial number unique and a single device may be used by multiple customers over its useful life. If a leased device is returned for repair, it will likely be replaced with a different device from a different customer or possibly a new device.
The Company’s tracking devices are considered operating leases under ASC 842 as transfer of control of the asset does not occur at the end of the lease, a single device is not specific to a customer and devices may be used by multiple customers throughout their life cycle. Due to the movement of devices from customer to customer, relatively few long-term contracts, the measurement of the equipment life and the present value of the equipment’s fair values would not be a measurement to qualify the devices as sales-type leases.
Operating lease and monitoring revenue associated with the Company’s monitoring equipment for the three and nine months ended June 30, 2026 and 2025, respectively, are shown in the table below:
|
Three Months Ended June 30, |
Nine Months Ended June 30, |
|||||||||||||||
|
2026 |
2025 |
2026 |
2025 |
|||||||||||||
|
Monitoring equipment operating revenue |
$ | $ | $ | $ | ||||||||||||
The Company cannot accurately estimate 5-years of future minimum lease receipts for its devices leased to customers because none of its customers make any contractual commitment regarding the number of active devices utilized in any given year and those quantities of active devices vary significantly for every customer each and every day.
Leases as Lessee
The following table shows right of use assets and lease liabilities for real estate and equipment, with the associated financial statement line items as of June 30, 2026 and September 30, 2025.
|
June 30, 2026 |
September 30, 2025 |
|||||||||||||||
|
Operating lease asset |
Operating lease liability |
Operating lease asset |
Operating lease liability |
|||||||||||||
|
|
$ | $ | ||||||||||||||
|
|
$ | $ | ||||||||||||||
|
|
$ | $ | ||||||||||||||
The following table summarizes the supplemental cash flow information for the three months ended June 30, 2026 and 2025:
|
Nine Months Ended June 30, 2026 |
Nine Months Ended June 30, 2025 |
|||||||
|
Cash paid for noncancelable operating leases included in operating cash flows |
$ | $ | ||||||
|
Right of use assets obtained in exchange for operating lease liabilities |
$ | $ | ||||||
The future minimum lease payments under noncancelable operating leases with terms greater than one year as of June 30, 2026 are:
|
Operating |
||||
|
From July 2026 to June 2027 |
$ | |||
|
From July 2027 to June 2028 |
||||
|
From July 2028 to June 2029 |
||||
|
From July 2029 to June 2030 |
||||
|
Undiscounted cash flow |
||||
|
Less: imputed interest |
( |
) | ||
|
Total |
$ | |||
|
Reconciliation to lease liabilities: |
||||
|
Lease liabilities - current |
$ | |||
|
Lease liabilities - long-term |
||||
|
Total lease liabilities |
$ | |||
The weighted-average remaining lease term and discount rate related to the Company’s lease liabilities as of June 30, 2026 were
(16) ACCRUED LIABILITES
Accrued liabilities consisted of the following as of June 30, 2026 and September 30, 2025:
|
June 30, 2026 |
September 30, 2025 |
|||||||
|
Accrued payroll, taxes and employee benefits |
$ | $ | ||||||
|
Deferred Revenue |
||||||||
|
Accrued taxes - foreign and domestic |
||||||||
|
Accrued other expense |
||||||||
|
Accrued legal and other professional costs |
||||||||
|
Accrued costs of revenue |
||||||||
|
Right of use liability |
||||||||
|
Deferred financing fees |
||||||||
|
Accrued interest |
||||||||
|
Total accrued liabilities |
$ | $ | ||||||
(17) RELATED PARTIES
Prior to the quarter ended June 30, 2026, ETS Limited was the beneficial owner of
On April 30, 2026, pursuant to a Stock Purchase Agreement (the “SPA”) by and between ETS Limited and JCP Investment Partnership, LP, a Delaware limited partnership, and JCP Investment Management, LLC, a Delaware limited liability company (collectively, “JCP”), and CRC Founders Fund LP, a Delaware limited partnership (“CRC”; each of JCP and CRC is referred to herein as a “Investor” and collectively as “Investors”), ETS limited sold the Track Group Shares to JCP and CRC. As of June 30, 2026, ETS Limited held shares of the Company’s Common Stock.
Pursuant to the SPA, JCP and CRC acquired
On April 30, 2026, the Company, entered into Securities Purchase Agreements (the “Purchase Agreement”) with JCP and CRC, for the private placement of (i)
The PIPE Warrants are exercisable immediately, expire ten years from the date of issuance, and have an initial exercise price of $
Prior to the quarter ended June 30, 2026, Conrent was the beneficial owner of
(18) DEBT OBLIGATIONS
Debt obligations, net of debt issuance costs, as of June 30, 2026 and September 30, 2025, consisted of the following:
|
June 30, 2026 |
September 30, 2025 |
|||||||
|
A credit facility in the maximum aggregate principal amount of $ |
$ | $ | ||||||
|
The unsecured loan (the “Amended Facility Agreement”) from Conrent whereby, as of March 1, 2021, the Company had borrowed $ |
||||||||
| Revolving line of credit | ||||||||
| Interest line loan facility | ||||||||
|
Total debt obligations |
||||||||
|
Less: current portion |
||||||||
| Less: deferred financing cost | ( |
) | ( |
) | ||||
|
Long-term debt, less current portion |
$ | $ | ||||||
Amended Facility Agreement
On December 21, 2020, Conrent and the Company signed an amendment to the Amended Facility Agreement which extended the maturity date of the Amended Facility Agreement to July 1, 2024 (the “Amended Facility”), capitalized the accrued and unpaid interest increasing the outstanding principal amount and reduced the interest rate of the Amended Facility from
On April 30, 2026, the Company and Conrent entered into the Payoff Agreement, pursuant to which the Company agreed to pay $
Credit Agreement
On April 30, 2026, the Company and certain subsidiaries of the Company (together with the Company, collectively, the “Borrowers”) entered into a Credit Agreement (the “Credit Agreement”) by and among the Borrowers, the lenders from time-to-time party thereto (the “Lenders”), and Chatham Capital Management, LLC, as administrative agent for the Lenders (the “Administrative Agent”). Pursuant to the Credit Agreement, the Lenders extended a credit facility in the maximum aggregate principal amount of $
The Credit Agreement has a maturity date of April 30, 2031. Loans outstanding under the Credit Agreement will bear interest at an overall rate of
At closing, the Company incurred certain fees and third‑party debt issuance costs of $
As of June 30, 2026, $
As of June 30, 2026, unamortized deferred loan costs related to the Term Loan were $
The following table summarizes our future maturities of debt obligations, net of the amortization of debt discounts as of June 30, 2026:
|
Twelve months ended June 30: |
Total |
|||
|
2027 |
$ | |||
|
2028 |
||||
|
2029 |
||||
|
2030 |
||||
|
2031 |
||||
|
Total |
||||
|
Issuance costs |
( |
) | ||
|
Debt obligations, net of unamortized issuance costs |
$ | |||
The schedule above reflects contractual amortization of the Term Loan and the remaining amount due at maturity on April 30, 2031. Any outstanding Revolving Line of Credit Loans and Interest Line Loan Facility mature on April 30, 2031, and would be reflected in 2031, however, as of June 30, 2026, there have been no drawdowns on the Revolving Line of Credit or the Interest Line Loan Facility.
The Credit Agreement contains certain financial and non‑financial covenants. The Company was in compliance with all covenants as of June 30, 2026.
(19) PREFERRED AND COMMON STOCK
The Company is authorized to issue up to
dividends were paid during the nine months ended June 30, 2026 and 2025.
Common Stock Issuances
In April 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), for the private placement (the “Private Placement”) of (i)
There were issuances of Common Stock in the nine months ended June 30, 2025.
Series A Convertible Preferred Stock
On October 12, 2017, the Company filed a Certificate of Designation of the Relative Rights and Preferences (“Certificate of Designation”) with the Delaware Division of Corporations, designating
Except with respect to transactions upon which holders of the Series A Preferred are entitled to vote separately as a class under the terms of the Certificate of Designation, the Series A Preferred has no voting rights. The shares of Common Stock into which the Series A Preferred is convertible shall, upon issuance, have all of the same voting rights as other issued and outstanding shares of our Common Stock.
The Series A Preferred has no separate dividend rights; however, whenever the Board declares a dividend on the Company’s Common Stock, if ever, each holder of record of a share of Series A Preferred shall be entitled to receive an amount equal to such dividend declared on one share of Common Stock multiplied by the number of shares of Common Stock into which such share of Series A Preferred could be converted on the record date.
Each share of Series A Preferred has a liquidation preference of $
As of June 30, 2026, shares of Series A Preferred were issued and outstanding.
(20) STOCK OPTIONS AND WARRANTS
Stock Incentive Plan
At the annual meeting of stockholders held on April 13, 2022, our stockholders approved the 2022 Omnibus Equity Incentive Plan (the “2022 Plan”), previously approved by the Company’s Board. The 2022 Plan provides for the grant of incentive options and nonqualified options, restricted stock, stock appreciation rights, performance shares, performance stock units, dividend equivalents, stock payments, deferred stock, restricted stock units, other stock-based awards and performance-based awards to employees and certain non-employees who provide services to the Company in lieu of cash. A total of
There were issuances of restricted shares in the nine months ended June 30, 2026 and 2025.
The Company recorded expense for the nine months ended June 30, 2026 and 2025 related to the 2022 Plan. Currently,
All Options and Warrants
The fair value of each stock option and warrant grant is estimated on the date of grant using the Black-Scholes option-pricing model. During the nine months ended June 30, 2026 and 2025, the Company granted options or warrants under the 2022 Plan. The Company recorded no expense for the nine months ended June 30, 2026 and 2025, respectively, related to the issuance and vesting of outstanding options and warrants.
As of June 30, 2026, no compensation expense associated with unvested stock options and warrants issued previously to members of the Board will be recognized over the next year.
Private Placement
On April 30, 2026, the Company entered into Securities Purchase Agreements (the “Purchase Agreement”) with certain accredited investors (the “Investors”), for the private placement (the “Private Placement”) of (i)
In connection with the closing of the Private Placement and the entrance into the Credit Facility, the Company, the Investors and the Administrative Agent have entered into a registration rights agreement dated April 30, 2026 (the “Registration Rights Agreement”), pursuant to which the Company filed a registration statement with the Securities and Exchange Commission (the “SEC”) on or prior to the 60th calendar day following the closing date of the Private Placement for purposes of registering the resale of the PIPE Shares, the shares of Common Stock underlying the PIPE Warrants, and the shares of Common Stock underlying the Lender Warrants (the “Registration Statement”), to use commercially reasonable efforts to have such Registration Statement declared effective within the time period set forth in the Registration Rights Agreement, and to keep the Registration Statement effective until the date that all registrable securities covered by the Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144.
Warrants
On April 30, 2026, the Company issued three warrants to purchase shares of the Company’s common stock (collectively, the “Warrants”), consisting of (i) warrants issued in connection with the Credit Agreement exercisable for
Chatham Warrant (Prefunded)
The Company issued warrants to Chatham Capital Management, LLC in connection with the closing of the Credit Agreement under the Recapitalization Transaction. The warrants entitle the holder to purchase
The Company determined these warrants require liability classification in accordance with ASC 480, Distinguishing Liabilities from Equity, and as a result, the warrants are initially recognized at fair value and subsequently remeasured at fair value at each reporting period, with changes in fair value recognized in earnings. The fair value of the warrants is determined by using valuation techniques consistent with ASC 820, Fair Value Measurement, taking into account the contractual terms, the fair market value of the underlying equity interests, and relevant market inputs. As of April 30, 2026, the Company recorded a warrant liability of $
PIPE Warrants
On April 30, 2026, the Company issued two private placement warrants in connection with the Securities Purchase Agreement under the Recapitalization Transaction. Each of the PIPE Warrants entitles the holder to purchase
The Company determined that these warrants meet the equity classification guidance in accordance with ASC 815, Derivatives and Hedging. Accordingly, the Securities Purchase Agreement financing proceeds are allocated between the PIPE shares issued and the equity-classified PIPE Warrants based on the appropriate allocation framework applicable to the equity raise, on a relative fair value basis. Any issuance costs associated with the Securities Purchase Agreement are allocated between the common stock and the PIPE Warrants on a reasonable relative fair value basis, with amounts allocated to the PIPE Warrants recognized as a reduction of additional paid-in capital. As of April 30, 2026, the Company recorded $
As of June 30, 2026, the valuation assumptions include the expected volatility of the Company’s stock
The number of warrants and prefunded warrants outstanding as of June 30, 2026, is as follows:
|
Description |
Number Outstanding |
Exercise Price |
Remaining Contractual Life in Years |
Classification |
|||||||||
|
Chatham Warrants |
Liability |
||||||||||||
|
PIPE Warrants |
Equity |
||||||||||||
|
Total Outstanding |
|||||||||||||
The following table presents the changes in the fair value of the liability-classified Warrants that are recognized in change in fair value of warrant liability in the consolidated statement of income for the periods indicated below:
|
Period Ended |
||||
|
June 30, 2026 |
||||
|
Fair value, April 30, 2026 |
$ | |||
|
Change in fair value |
( |
) | ||
|
Fair value, end of period |
$ | |||
For the periods presented, the Company recognized $
(21) INCOME TAXES
The Company recognizes deferred income tax assets or liabilities for the expected future tax consequences of events that have been recognized in the financial statements or income tax returns. Deferred income tax assets or liabilities are determined based upon the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates expected to apply when the differences are expected to be settled or realized. Deferred income tax assets are reviewed periodically for recoverability and valuation allowances are provided as necessary. Interest and penalties related to income tax liabilities, when incurred, are classified in interest expense and income tax provision, respectively.
The amount and ultimate realization of the benefits from the net operating losses is dependent, in part, upon the tax laws in effect, our future earnings, and other future events, the effects of which cannot be determined. The Company has established a valuation allowance for all deferred income tax assets not offset by deferred income tax liabilities due to the uncertainty of their realization.
In computing income tax, we recognize an income tax provision in tax jurisdictions in which we have pre-tax income for the period and are expecting to generate pre-tax book income during the fiscal year.
(22) COMMITMENTS AND CONTINGENCIES
Legal Matters
The Company is, from time to time, involved in various legal proceedings incidental to the conduct of our business. Historically, the outcome of nearly all such legal proceedings has not, in the aggregate, had a material adverse effect on our business, financial condition, results of operations or liquidity. Other than as set forth below, there are no additional pending or threatened legal proceedings at this time.
Michael Matthews v. Track Group, Inc., et al. On February 4, 2025, plaintiff Michael Matthews re-filed a complaint in the Circuit Court of Cook County, Illinois (2025 L 001586) against the Company and other defendants alleging negligence following his alleged erroneous incarceration following violation of home monitoring program requirements. On April 7, 2025, the Court placed the case on its Criminal Proceedings Law Division Stay Calendar, effectively staying the matter until the plaintiff’s criminal case is resolved. The Company disputes the allegations of the complaint directed at it, has retained counsel, and intends to vigorously defend the case. Based on the present stage of the refiled proceedings and after consultation with legal counsel, no accrual for a potential loss has been made.
Latavion Crowder v. Track Group, Inc., et al. On July 25, 2025, Latavion Crowder filed a complaint against the Company in the Circuit Court of Cook County, Illinois naming the Company as a defendant and alleging claims of strict products liability, negligence, and breach of warranty related to injuries allegedly sustained by Crowder from an electronic monitoring device. The Company disputes Crowder’s claims and will defend the case vigorously. Discovery is presently ongoing. At this stage, no accrual for a potential loss has been made, after consultation with legal counsel.
Anamaria Beldie, as the Administrator of the Estate of Lacramioara Beldie v. Track Group, et. al. On November 19, 2025, a complaint seeking in excess of $
Yaw Appiah v. Track Group, Inc. On June 29, 2026, a small claims action seeking $
(23) DISSOLUTION/SALE OF SUBSIDIARY
Dissolution of Track Group International Ltd.
On November 7, 2025, Track Group International Ltd. was dissolved. The Company wrote-off the associated assets and liabilities of this entity as of the date of dissolution and reported a pre-tax gain of $
The following summarizes the gain on dissolution of subsidiary:
|
Net assets and liabilities |
$ | |||
|
Cumulative translation adjustment released to net gain |
||||
|
Gain on dissolution of subsidiary |
$ |
Sale of Track Group – Chile SpA
On November 1, 2024, the Company announced the entry into a Stock Purchase Agreement dated October 29, 2024, by and between the Company and Inversiones Santa Hortensia SpA, a stock corporation organized under the laws of Chile (“ISA”) (the “Agreement”), pursuant to which the Company agreed to sell to ISA all of the issued and outstanding shares of capital stock of Track Group – Chile SpA (“Track Group Chile”) beneficially owned by the Company (the “Shares”). The purchase price of the Shares was $
In connection with the execution of the Agreement, the Company and ISA entered into certain related agreements, including a Track Group Chile Transition Services Agreement, the OTD Sale and Service Agreement and the Trademark License Agreement (together, the “Related Agreements”). Under the terms of the Related Agreements, the Company will (i) sell and continue to provide Track Group Chile with certain offender tracking devices, and related software and will provide the necessary technical service regarding the products it sells and/or supplies to Track Group Chile; (ii) provide certain transition services to Track Group Chile; and (iii) license to Track Group Chile the right to use the trademark Track Group.
As of September 30, 2024, the Company concluded that Track Group Chile met all of the criteria for classification as held for sale. As a result, the Company measured the property as held for sale at its fair value, which was a selling price of $
The Company wrote-off the associated assets and liabilities of this entity as of the date of the sale and recorded a pre-tax loss on sale of subsidiary of $
The following summarizes the loss on sale of subsidiary:
|
Proceeds from sale of subsidiary |
$ | |||
|
Net assets and liabilities, including $ |
||||
|
Cumulative translation adjustment released to net loss |
( |
) | ||
|
Loss on sale of subsidiary |
$ | ( |
) |
(24) RECAPITALIZATION TRANSACTIONS
On April 30, 2026 (the “Closing Date”), the Company completed a recapitalization transaction to enhance the Company’s financial position and financial flexibility by significantly reducing and extending its indebtedness. The recapitalization was effected through a combination of new debt financing, settlement of existing indebtedness, and private placement of equity interests and warrants (collectively, the “Recapitalization Transaction”).
Under the Recapitalization Transaction, the Company entered into a new Credit Agreement, dated as of April 30, 2026 (the “Credit Agreement”), by and among the Company, as borrower, Chatham Capital Management, LLC, as administrative agent for the Lenders (the “Agent”). Pursuant to the Credit Agreement, the Lenders extended a credit facility in the maximum aggregate principal amount of $
In connection with the Recapitalization Transaction, the Company and Conrent Invest S.A., acting on behalf of its compartment, “Safety 2” (“Conrent”), entered into an Amended Facility Payoff Agreement (“Payoff Agreement”). Pursuant to the Payoff Agreement, the Company agreed to pay $
Additionally, the Company entered into Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors for the private placement (the “Private Placement”) of (i)
In connection with the Recapitalization Transaction, the Board has been reconstituted with new directors with deep collective experience in community corrections, capital markets, M&A, capital allocation, and corporate governance. The Company has appointed Denver Smith, CFA, as Chairman of the Board. Additional board members include Kyle Kidd, CPA, Matthew Powalski, CPA, Jacob Saour, John “Rocky” Sullivan, and Derek Cassell, current CEO. Legacy directors have stepped down as part of the transition. Current management will continue to lead day-to-day operations and execute on the Company’s strategic plan.
See Notes 18 and 20 for additional information.
(25) SUBSEQUENT EVENTS
In accordance with the Subsequent Events Topic of FASB ASC 855, we have evaluated subsequent events for their potential impact on the consolidated financial statements and disclosures through the filing date and had determined that no subsequent events occurred that were reasonably expected to have an impact on the financial statements presented herein.
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 “Quarterly Report”, or this “Report”) contains information that constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally, the statements contained in this Report that are not purely historical can be “forward-looking statements”. These statements represent our expectations, hopes, beliefs, anticipations, commitments, intentions, and strategies regarding the future. They may be identified using words or phrases such as “believes”, “expects”, “intends”, “anticipates”, “should”, “plans”, “estimates”, “projects”, “potential”, and “will” among others. Forward-looking statements include, but are not limited to, statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding our financial performance, revenue, and expense levels in the future and the sufficiency of our existing assets to fund future operations and capital spending needs. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in “Risk Factors” in our most recent Annual Report on Form 10-K, and those described from time to time in our reports filed with the Securities and Exchange Commission (“SEC”).
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto that are contained in this Report, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, and Current Reports on Form 8-K that have been filed with the SEC through the date of this Report. Except as otherwise indicated, as used in this Report, the terms the “Company”, “Track Group”, “we”, “our”, and “us” refer to Track Group, Inc., a Delaware corporation.
General
Our core business is based on the leasing of patented tracking and monitoring solutions to federal, state and local law enforcement agencies, both in the U.S. and abroad, for the electronic monitoring of offenders and offering unique data analytics services on a platform-as-a-service (“PaaS”) business model. Currently, we deploy offender-based management services that combine patented GPS tracking technologies, full-time 24/7/365 global monitoring capabilities, case management, and proprietary data analytics. We offer customizable tracking solutions that leverage real-time tracking data, best practices monitoring, and analytics capabilities to create complete, end-to-end tracking solutions.
Devices - Our devices consist principally of the ReliAlert® product line. These devices are generally leased on a daily rate basis and may be combined with our monitoring center services, proprietary software and data analytics subscription to provide an end-to-end PaaS.
ReliAlert®XC5 is our next-generation flagship GPS device, designed to set a new standard for security, performance, and reliability in electronic monitoring. Operating on the LTE network, XC5 combines patented real-time three-way voice communication, enhanced indoor location capabilities, and a 100-decibel siren to support rapid intervention. Its extended-life battery provides nearly a full week of operation on a single charge and up to an additional month in sleep mode. The device also incorporates onboard processing, multiple location technologies, embedded RF functionality, and unmatched anti-tampering and removal-deterrence features, making it particularly well suited for high-risk supervision and victim-protection programs.
ReliAlert®XC4 is our flagship GPS device, which is among the safest and most reliable monitoring devices ever made. XC4 is a one-piece GPS device with patented 3-way voice communication to assist intervention efforts, now on the LTE network with increased battery life. This device includes on-board processing, secondary location technology, a 95db siren, embedded RF technology, anti-tampering capabilities, increased battery life and sleep mode.
ReliAlert®XC3 - Advanced features enable agencies to effectively track offender movements and communicate directly with offenders in real-time, through a patented, on-board two/three-way voice communication technology. This device includes an enhanced GPS antenna and GPS module for higher sensitivity GPS, enhanced voice audio quality, increased battery performance of 50+ hours, 3G cellular capabilities, improved tamper sensory and durability enhancements.
Monitoring Center Services - Our monitoring centers provide live 24/7/365 monitoring of all alarms generated from our devices, as well as customer and technical support. Our monitoring center operators play a vital role, and as such, are staffed with highly trained, bilingual individuals. These operators act as an extension of agency resources receiving alarms, communicating and intervening with offenders regarding violations and interacting with supervision staff, all pursuant to agency-established protocols. The facilities have redundant power sources, battery backup and triple redundancy in voice, data and IP. We have assisted in the establishment of monitoring centers for customers and local partners in the United States, Chile and other global locations.
Data Analytics Services - Our IntelliTrack, TrackerPAL® software, IntelliTrack Mobile, TrackerPAL® Mobile, combined with our Data Analytic analysis tools, provide an integrated platform allowing case managers and law enforcement officers quick access views of an offender’s travel behavior, mapping, and inference on patterns. Our data analytics services help facilitate the discovery and communication of meaningful patterns in diverse locations and behavioral data that helps agencies reduce risks and improve decision making. Our analytics applications use various combinations of statistical analysis procedures, data and text mining and predictive modeling to proactively analyze information on community-released offenders to discover hidden relationships and patterns in their behaviors and to predict future outcomes.
Other Services - The Company offers smartphone applications specifically designed for the criminal justice market, including a domestic violence app that creates a mobile geo-zone around a survivor and an alcohol monitoring app linked to a police-grade breathalyzer.
Business Strategy
We are committed to helping our customers improve offender rehabilitation and re-socialization outcomes through our innovative hardware, software and services. We treat our business as a service business. Although we still manufacture patented tracking technology, we see the physical goods as only a small part of the integrated offender monitoring solutions we provide. Accordingly, rather than receiving a payment just for a piece of manufactured equipment, the Company receives a recurring stream of revenue for ongoing device agnostic subscription contracts. As part of our strategy, we continue to expand our device-agnostic platform to not only collect, but also store, analyze, assess and correlate location data for both accountability and auditing reasons, as well as to use for predictive analytics and assessment of effective and emerging techniques in criminal behavior and rehabilitation. We believe a high-quality customer experience along with knowledgeable salespeople who can convey the value of our products and services greatly enhances our ability to attract and retain customers. Therefore, our strategy also includes building and expanding our own direct sales force and our third-party distribution network to effectively reach more customers and provide them with a world-class sales and post-sales support experience. In addition, we are developing related-service offerings to address adjacent market opportunities in both the public and private sectors. We believe continual investment in research and development (“R&D”), including smartphone applications and other monitoring services is critical to the development and sale of innovative technologies and integrated solutions today and in the future.
Critical Accounting Policies
From time to time, management reviews and evaluates certain accounting policies that are considered to be significant in determining the results of operations and financial position.
A description of the Company’s critical accounting policies that affect the preparation of the Company’s financial statements is set forth in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025, filed with the SEC on December 19, 2025. During the nine months ended June 30, 2026, there have been no changes to the Company’s critical accounting policies.
The preparation of financial statements requires management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expense. By their nature, these judgments are subject to an inherent degree of uncertainty. We assess the reasonableness of our estimates, including those related to credit losses, inventories, right of use assets, estimated useful lives, intangible assets, warranty obligations, product liability, revenue, legal matters and income taxes. We base our estimates on historical experience as well as available current information on a regular basis. Management uses this information to form the basis for making judgments about the carrying value of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.
Government Regulation
Our operations are subject to various federal, state, local and international laws and regulations. Currently, we are not involved in any pending or, to our knowledge, threatened governmental proceedings, which would require curtailment of our operations because of such laws and regulations.
Results of Operations
Three Months Ended June 30, 2026 compared to Three Months Ended June 30, 2025
Revenue
For the three months ended June 30, 2026, the Company recognized monitoring and other related services revenue of $8,507,111 compared to $8,071,416 for the three months ended June 30, 2025, an increase of $435,695 or approximately 5%. The increase in monitoring revenues is driven principally by an increase in people assigned to monitoring for clients in Florida. This increase was partially offset by revenue decreases for clients in Illinois who experienced decreases in people assigned to monitoring. These increases and reductions from all of these locations represent typical fluctuations which occur daily.
Product sales and other revenue for the three months ended June 30, 2026 decreased to $578,225 from $1,020,026 in the same period in 2025, a decrease of $441,801 or approximately 43%. The decrease in product and other revenue was largely due to decreased international product sales, principally to customers in Saudi Arabia, partially offset by an increase in product sales to customers in Chile. We continue to largely focus on recurring subscription-based opportunities as opposed to equipment sales.
The Company’s supply chain will see spot increases in certain areas of operations in Fiscal 2026. Increases are expected from duties levied on some accessories that are custom designs to components sourced out of China. We also see some tariff normalization in other countries we source from. General guidance is that these will increase supply chain operations by less than 10% if current tariff percentages remain. As with most technology companies this guidance is fluid, difficult to predict, and changes month-to-month due to U.S. and international governments changing positions. The Company is monitoring the global situation and looks for opportunities to mitigate the impact of tariff increases.
Cost of Revenue
During the three months ended June 30, 2026, cost of revenue totaled $4,849,617 compared to cost of revenue during the three months ended June 30, 2025 of $4,500,001, an increase of $349,616 or approximately 8%. The increase in cost of revenue was largely the result of higher device repair costs of $150,668 (due to an increase in volume and component costs of routine repairs and maintenance on devices). Higher server costs of $214,118 and higher alcohol monitoring costs of $141,068 were due to increased volume and expansion of services offered to new and existing customers. Higher software maintenance costs were due to an increased rate as well as increased maintenance needed for older products. These increases were partially offset by a decrease in hardware purchases of $195,072 and a decrease in monitoring center costs of $200,553.
Depreciation and amortization included in cost of revenue for the three months ended June 30, 2026 and 2025 totaled $931,653 and $734,301, respectively, an increase of $197,352 or approximately 27%. These costs represent the depreciation of ReliAlert® and other monitoring devices, the amortization of monitoring software and certain royalty agreements. Devices are depreciated over a five-year useful life. Monitoring software is amortized over a five to seven-year life. Royalty agreements are being amortized over a ten-year useful life. The Company believes these lives are appropriate due to changes in electronic monitoring technology and the corresponding potential for obsolescence. Management periodically assesses the useful life of the devices for appropriateness.
Gross Profit and Margin
During the three months ended June 30, 2026, gross profit totaled $4,235,719, resulting in a gross margin of approximately 47%. During the three months ended June 30, 2025, gross profit totaled $4,591,441, resulting in a gross margin of approximately 51%. The decrease in absolute gross profit of $355,722 is due to an increase in cost of revenue.
General and Administrative Expense
During the three months ended June 30, 2026, general and administrative expense totaled $2,232,515 compared to $2,078,417 for the three months ended June 30, 2025. The increase of $154,098 or approximately 7% is due to an increase in legal and professional fees of $58,586, an increase in payroll, benefits, and payroll taxes of $66,042 due to increased staffing, and an increase in fees and licenses of $52,611. These increases were partially offset by a decrease in outside services of $52,005.
Selling and Marketing Expense
During the three months ended June 30, 2026, selling and marketing expense totaled $870,500 compared to $858,789 for the three months ended June 30, 2025. The increase of $11,711, or approximately 1%, resulted largely from higher outside services and payroll, benefits and payroll taxes, partially offset by lower bad debt expense.
Research and Development Expense
During the three months ended June 30, 2026, research and development expense totaled $651,205 compared to $675,861 for the three months ended June 30, 2025. The decrease of $24,656 or approximately 4% resulted largely from a decrease in payroll, benefits, and payroll taxes of $27,876.
Depreciation and Amortization Expense
During the three months ended June 30, 2026, depreciation and amortization expense totaled $231,650 compared to $227,568 for the three months ended June 30, 2025, an increase of $4,082.
Total Operating Expense
During the three months ended June 30, 2026, total operating expense increased to $3,985,870 compared to $3,840,635 for the three months ended June 30, 2025, an increase of $145,235. The increase is principally due to the factors disclosed above.
Operating Income
During the three months ended June 30, 2026, operating income was $249,849 compared to $750,806 for the three months ended June 30, 2025. The decrease of $500,957 in operating income was principally due to an increase in cost of revenue and an increase in operating expense.
Other Income (Expense)
For the three months ended June 30, 2026, other income totaled $22,204,365 compared to $685,190 for the three months ended June 30, 2025, an increase of $21,519,175. The increase in other income is largely due to gain on troubled debt restructuring of $23,464,004.
Net Income (Loss) Attributable to Common Stockholders
The Company had net income attributable to common stockholders of $22,443,021 for the three months ended June 30, 2026, compared to $1,434,280 for the three months ended June 30, 2025, an increase in net income of $21,008,741. This increase in net income is largely due to the gain on troubled debt restructuring.
Nine Months Ended June 30, 2026 compared to Nine Months Ended June 30, 2025
Revenue
For the nine months ended June 30, 2026, the Company recognized monitoring and other related services revenue of $25,581,618 compared to $24,380,699 for the nine months ended June 30, 2025, an increase of $1,200,919 or approximately 5%. The increase in monitoring revenues is driven principally by an increase in people assigned to monitoring for clients in Florida, Illinois, Indiana and Canada. This increase was partially offset by a revenue decrease for our Chilean subsidiary, which was sold in November 2025. These increases represent typical fluctuations which occur daily.
Product sales and other revenue for the nine months ended June 30, 2026 decreased to $1,565,341 from $1,731,392 in the same period in 2025, a decrease of $166,051 or approximately 10%. The decrease in product and other revenue was largely due to decreased international product sales, principally to customers in Brazil and Saudi Arabia. We continue to largely focus on recurring subscription-based opportunities as opposed to equipment sales.
The Company’s supply chain will see spot increases in certain areas of operations in Fiscal 2026. Increases are expected from duties levied on some accessories that are custom designs to components sourced out of China. We also see some tariff normalization in other countries we source from. General guidance is that these will increase supply chain operations by less than 10% if current tariff percentages remain. As with most technology companies this guidance is fluid, difficult to predict, and changes month-to-month due to U.S. and international governments changing positions. The Company is monitoring the global situation and looks for opportunities to mitigate the impact of tariff increases.
Cost of Revenue
During the nine months ended June 30, 2026, cost of revenue totaled $14,152,398 compared to cost of revenue during the nine months ended June 30, 2025 of $12,982,341, an increase of $1,170,057 or 9%. The increase in cost of revenue was largely the result of higher device repair costs of $425,526 (due to an increase in volume and component costs of routine repairs and maintenance on devices). Higher server costs of $426,248 and higher alcohol monitoring costs of $365,002 were due to increased volume and expansion of services offered to new and existing customers. Higher software maintenance costs of $298,858 were due to an increased rate as well as increased maintenance needed for older products. These increases were partially offset by a decrease in hardware purchases of $166,974, a decrease in communication costs due to efficiencies in pooling plans and removing unnecessary services.
Depreciation and amortization included in cost of revenue for the nine months ended June 30, 2026 and 2025 totaled $2,447,493 and $2,192,857, respectively, an increase of $254,636. These costs represent the depreciation of ReliAlert® and other monitoring devices, the amortization of monitoring software and certain royalty agreements. Devices are depreciated over a five-year useful life. Monitoring software is amortized over a five to seven-year life. Royalty agreements are being amortized over a ten-year useful life. The Company believes these lives are appropriate due to changes in electronic monitoring technology and the corresponding potential for obsolescence. Management periodically assesses the useful life of the devices for appropriateness.
Gross Profit and Margin
During the nine months ended June 30, 2026, gross profit totaled $12,994,561, resulting in a gross margin of approximately 48%. During the nine months ended June 30, 2025, gross profit totaled $13,129,750, resulting in a gross margin of approximately 50%. The decrease in absolute gross profit of $135,189 is due to an increase in cost of revenue, partially offset by an increase in revenue.
General and Administrative Expense
During the nine months ended June 30, 2026, general and administrative expense totaled $6,706,694 compared to $6,636,680 for the nine months ended June 30, 2025. The increase of $70,014 or approximately 1% is due to an increase in payroll, benefits, and payroll taxes of $121,049 due to an increase in staffing, an increase in fees and licenses of $67,678 due to a franchise fee credit in Fiscal 2025, and in increase in insurance expense of $56,474 due to health insurance increases. These increases were partially offset by a decrease in legal settlements of $180,000 due to a settlement with Commonwealth of Puerto Rico in Fiscal 2025.
Selling and Marketing Expense
During the nine months ended June 30, 2026, selling and marketing expense totaled $2,739,434 compared to $2,724,721 for the nine months ended June 30, 2025. The increase of $14,713 resulted largely from higher payroll, benefits and payroll taxes and higher travel and entertainment expenses, partially offset by a decrease in bad debt expense and trade show costs.
Research and Development Expense
During the nine months ended June 30, 2026, research and development expense totaled $2,044,659 compared to $2,095,901 for the nine months ended June 30, 2025. The decrease of $51,242 or approximately 2% was largely due to decreased payroll, benefits, and payroll taxes of $99,578, partially offset by an increase in training and recruiting expense of $23,550 and an increase in dues and subscriptions of $27,616.
Depreciation and Amortization Expense
During the nine months ended June 30, 2026, depreciation and amortization expense totaled $687,723 compared to $682,506 for the nine months ended June 30, 2025, an increase of $5,217.
(Gain) Loss on Sale/Dissolution of Subsidiary
As of September 30, 2024 the Company concluded that Track Group Chile met all of the criteria for classification as held for sale. As a result, the Company measured the property as held for sale at its fair value and accordingly recorded an impairment of $757,130. On November 1, 2024, we completed the sale and recognized a loss of $66,483 during the nine months ended June 30, 2025.
On November 7, 2025, Track Group International Ltd. was dissolved. The Company wrote-off the associated assets and liabilities of this entity as of the date of dissolution and reported a pre-tax gain of $630,472 during the nine months ended June 30, 2026.
Total Operating Expense
During the nine months ended June 30, 2026, total operating expense decreased to $11,548,038 compared to $12,206,291 for the nine months ended June 30, 2025, a decrease of $658,253 or approximately 5%. The decrease is principally due to the factors disclosed above.
Operating Income
During the nine months ended June 30, 2026, operating income was $1,446,523 compared to $923,459 for the nine months ended June 30, 2025. The increase of $523,064 in operating income was principally due to an increase in revenue and a decrease in operating expense, partially offset by an increase in cost of revenue.
Other Income (Expense)
For the nine months ended June 30, 2026, other income totaled $20,878,778 compared to other expense of ($1,914,047) for the nine months ended June 30, 2025, an increase of $22,792,825. The increase in other income is largely due to gain on troubled debt restructuring of $23,464,004.
Net Income (Loss) Attributable to Common Stockholders
The Company had income attributable to common stockholders of $22,246,292 for the nine months ended June 30, 2026, compared to a net loss attributable to common stockholders of $1,093,685 for the nine months ended June 30, 2025, an increase in income of $23,339,977. The increase in income is largely due to the gain on troubled debt restructuring.
Liquidity and Capital Resources
Management believes that its existing cash and its future cash flow from operations will be sufficient to meet the cash requirements of its existing business for the foreseeable future. See “Risk Factors” below.
Liquidity, Working Capital and Management’s Plan
As of June 30, 2026, the Company had unrestricted cash of $8,388,589, compared to unrestricted cash of $4,098,114 as of September 30, 2025. As of June 30, 2026, we had working capital of $6,817,404, compared to working capital of $2,784,551 as of September 30, 2025. This increase in working capital of $4,032,853 is principally attributable to (i) a private placement resulting in approximately $10.3 million in gross proceeds, (ii) a new five-year $21.0 million term loan, each consummated on April 30, 2026 (“Term Loan”), offset by the payment to Conrent Invest S.A., acting on behalf of its compartment, “Safety 2” (“Conrent”), of $23,520,000, which amount cancelled approximately $42,864,000 (the “Conrent Debt”) issued pursuant to a Facility Agreement originally executed by and between the parties on December 30, 2013, as amended May 30, 2014, June 30, 2015, July 19, 2018, February 24, 2019, January 10, 2020, December 21, 2020 and April 26, 2023 (the “Amended Facility Agreement”) with a maturity date of July 1, 2027. The Conrent Debt was paid in full pursuant to an Amended Facility Payoff Agreement (“Payoff Agreement”), which Payoff Agreement also releases and discharges the Company from all present or future, actual or contingent liabilities, obligations and guarantees created, evidenced or conferred by, and all claims, charges, liens, security interests, actions, suit, accounts and demands arising under or in any way related to the Facilities Agreement and/or or any other agreement between the parties. The Conrent Debt was paid using proceeds from the Credit Agreement, defined below.
The Company’s ability to return to profitable operations is dependent upon generating a level of revenue adequate to support its existing cost structure. Management has evaluated the significance of these conditions, as well as the results from the Restructuring, and has determined that the Company can meet its operating obligations for a reasonable period. The Company expects to fund operations using cash on hand and through operational cash flows through the next twelve months.
Credit Facility
In connection with the Restructuring, the Company and certain subsidiaries of the Company (together with the Company, collectively, the “Borrowers”) entered into a Credit Agreement (the “Credit Agreement”) by and among the Borrowers, the lenders from time-to-time party thereto (the “Lenders”), and Chatham Capital Management, LLC, as administrative agent for the Lenders (the “Administrative Agent”). Pursuant to the Credit Agreement, the Lenders extended a credit facility in the maximum aggregate principal amount of $24.0 million, consisting of (i) the Term Loan, (ii) a revolving line of credit in the principal amount of $2.0 million (“Revolving Credit Line”) and (iii) an interest line loan facility (the “Interest Line Loan Facility”) in the principal amount of $1.0 million.
The Credit Agreement has a maturity date of April 30, 2031. Loans outstanding under the Credit Agreement will bear interest at an overall rate of 13.5% per annum, with 11.0% paid in cash and 2.5% paid-in-kind. If the Borrowers elect to borrow on the Interest Line Loan Facility to make cash payments of interest on the loans to the Lenders in any month, the overall rate of interest shall increase to 15.5% per annum for any such month, with 11.0% paid in cash and 4.5% paid-in-kind. Principal payments on the Term Loan and borrowings under the Interest Line Loan Facility are required to be made in monthly installments, commencing on June 1, 2028, at a rate of 5% per annum of the outstanding principal amount thereof.
The Credit Agreement contains both affirmative and negative covenants, including, without limitation, a minimum EBITDA covenant tested on quarterly basis, a minimum fixed charge coverage ratio financial covenant tested on quarterly basis, a maximum total leverage ratio financial covenant tested on quarterly basis, a maximum capital expenditures covenant tested on quarterly basis, a minimum 30-day average liquidity covenant tested on quarterly basis and limitations on indebtedness, liens and investments. The Credit Agreement also provides for customary events of default.
In connection with the Credit Agreement, on April 30, 2026, the Borrowers entered into a Guaranty and Collateral Agreement with the Administrative Agent (the “Guaranty and Collateral Agreement”), pursuant to which each of the Borrowers granted to the Administrative Agent a first-priority perfected lien upon substantially all of the assets of the Borrowers to secure the obligations of the Borrowers under the Credit Agreement.
As of June 30, 2026, $21,090,514 of principal and $194,595 of interest was owed under the Term Loan, $0 of principal and $0 of interest was owed under the Revolving Credit Line, and $0 of principal and $0 of interest was owed under the Interest Line Loan Facility.
No borrowings or sales of equity securities other than as noted above occurred during the nine months ended June 30, 2026 or during the year ended September 30, 2025.
Net Cash Flows Provided by (Used in) Operating Activities.
During the nine months ended June 30, 2026, we had cash flows from operating activities of $4,497,315, compared to cash flows from operating activities of $3,055,920 during the nine months ended June 30, 2025, representing a $1,441,395 increase. The increase in cash from operations was largely the result of higher operating income and an increase in collections from customers.
Net Cash Flows Used in Investing Activities
The Company used $3,322,658 of cash from investing activities during the nine months ended June 30, 2026, compared to $2,325,538 used during the nine months ended June 30, 2025. The increase of $997,120 or 43% was largely the result of increased capitalized software costs of $903,912.
Net Cash Flows Provided by Financing Activities.
The Company was provided $3,130,863 of cash from financing activities during nine months ended June 30, 2026 compared to ($63,839) of cash used in financing activities during the nine months ended June 30, 2025. The increase of $3,194,702 was largely the result of net proceeds from common stock and warrants, partially offset by payment of deferred financing fees.
Off-Balance Sheet Financial Arrangements
The Company has not entered any transactions with unconsolidated entities whereby the Company has financial guarantees, derivative instruments, or other contingent arrangements that expose the Company to material continuing risks, contingent liabilities, or any other obligation that provides financing, liquidity, market risk, or credit risk support to the Company.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company footprint extends to several countries outside the United States, and we intend to continue to examine international opportunities. As a result, our revenue and results of operations are affected by fluctuations in currency exchange rates, interest rates, transfer pricing changes, taxes and other uncertainties inherent in doing business in more than one currency. In addition, our operations are exposed to risks that are associated with changes in social, political and economic conditions in the foreign countries in which we operate, including changes in the laws and policies that govern foreign investment, as well as, to a lesser extent, changes in United States laws and regulations relating to foreign trade and investment.
Foreign Currency Risks
We had $0 and $485,173 in foreign currency revenue from sources outside of the United States for the nine months ended June 30, 2026 and 2025, respectively. We made and received payments in a foreign currency during the periods indicated, and have intercompany loans with foreign subsidiaries, which resulted in a foreign exchange loss of $742,055 and $210,708 in the nine months ended June 30, 2026 and 2025, respectively.
Fluctuations in the exchange loss or gain in any given period are due to the strengthening or weakening of the U.S. dollar against the Canadian dollar which have been magnified by global matters, inflation, and the government policies established to address those issues. Changes in currency exchange rates affect the relative prices at which we sell our products and purchase goods and services. Given the uncertainty of exchange rate fluctuations, we cannot estimate the effect of these fluctuations on our future business, product pricing, results of operations, or financial condition. To the extent foreign sales become a more significant part of our business in the future, we may seek to implement additional strategies to minimize the effects of foreign currency exchange on our business.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to the Company is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors. These disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026, was completed pursuant to Rules 13a-15(b) and 15d-15(b) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective and designed to provide reasonable assurance that the information required to be disclosed is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms as of June 30, 2026.
Changes in Internal Controls
We maintain a system of internal control over financial reporting that is designed to provide reasonable assurance that our books and records accurately reflect our transactions and that our established policies and procedures are followed. There was no change in our internal control over financial reporting during the quarter ended June 30, 2026, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
The Company is, from time to time, involved in various legal proceedings incidental to the conduct of our business. Historically, the outcome of nearly all such legal proceedings has not, in the aggregate, had a material adverse effect on our business, financial condition, results of operations or liquidity. Other than as set forth below, there are no additional pending or threatened legal proceedings at this time.
Michael Matthews v. Track Group, Inc., et al. On February 4, 2025, plaintiff Michael Matthews re-filed a complaint in the Circuit Court of Cook County, Illinois (2025 L 001586) against the Company and other defendants alleging negligence following his alleged erroneous incarceration following violation of home monitoring program requirements. On April 7, 2025, the Court placed the case on its Criminal Proceedings Law Division Stay Calendar, effectively staying the matter until the plaintiff’s criminal case is resolved. The Company disputes the allegations of the complaint directed at it, has retained counsel, and intends to vigorously defend the case. Based on the present stage of the refiled proceedings and after consultation with legal counsel, no accrual for a potential loss has been made.
Latavion Crowder v. Track Group, Inc., et al. On July 25, 2025, Latavion Crowder filed a complaint against the Company in the Circuit Court of Cook County, Illinois naming the Company as a defendant and alleging claims of strict products liability, negligence, and breach of warranty related to injuries allegedly sustained by Crowder from an electronic monitoring device. The Company disputes Crowder’s claims and will defend the case vigorously. Discovery is presently ongoing. At this stage, no accrual for a potential loss has been made, after consultation with legal counsel.
Anamaria Beldie, as the Administrator of the Estate of Lacramioara Beldie v. Track Group, et. al. On November 19, 2025, a complaint seeking in excess of $50,000 was filed against the Company in Cook County, Illinois alleging negligence and product liability with respect to the monitoring services and monitoring device provided by the Company. The Company disputes the allegations contained in the complaint and will defend the case vigorously. The Plaintiff filed an amended complaint on June 18, 2026 and the Company filed its answer and affirmative defenses on July 21, 2026. Based on the present stage of the proceedings, no accrual for a potential loss has been made.
Yaw Appiah v. Track Group, Inc. On June 29, 2026, a small claims action seeking $9,800 was filed against the Company in Will County, Illinois alleging that the Company’s monitoring device caused a rash and infection of the leg of plaintiff. The company disputes the allegations contained in the complaint. An initial case management date is set to occur on August 10, 2026.
Our results of operations and financial condition are subject to numerous risks and uncertainties described in our Annual Report on Form 10-K for the year ended September 30, 2025, filed on December 19, 2025 (“Annual Report”). You should carefully consider these risk factors in conjunction with the other information contained in this Quarterly Report and other reports we file with the SEC. Should any of these risks materialize or deteriorate further, our business, financial condition and future prospects could be negatively impacted. In addition to the risks disclosed in the Annual Report, the following risk factor updates and restates the risk factor disclosed in the Annual Report related to the repayment of outstanding indebtedness:
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
.
(a) Exhibits Required by Item 601 of Regulation S-K
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Exhibit Number |
Title of Document |
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3.1 |
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4.1 |
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4.2 |
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10.1† |
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10.2† |
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10.3† |
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10.4† |
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10.5 |
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10.6 |
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31.1 |
Certification of Chief Executive Officer under Section 302 of Sarbanes-Oxley Act of 2002 |
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31.2 |
Certification of Chief Financial Officer under Section 302 of Sarbanes-Oxley Act of 2002 |
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32 |
Certifications under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) |
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101.INS |
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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101.SCH |
Inline XBRL Taxonomy Extension Schema |
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| 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 (embedded within the Inline XBRL document and contained in Exhibit 101) |
† The annexes schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.
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 thereunto duly authorized.
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Track Group, Inc. |
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Date: August 14, 2026 |
By: |
/s/ Derek Cassell |
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Derek Cassell, Chief Executive Officer (Principal Executive Officer) |
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Date: August 14, 2026 |
By: |
/s/ James A. Berg |
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James A. Berg, Chief Financial Officer (Principal Financial and Accounting Officer) |
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