ReposiTrak, Inc. — FY2026 Form 10-K
Reporting period: Fiscal year ended June 30, 2026; comparisons are with fiscal 2025. ReposiTrak operates a subscription-focused SaaS platform for retail and food supply-chain compliance, traceability, e-commerce and supplier management. Its financial statements received an unqualified audit opinion.
Financial performance
| Metric | FY2026 | FY2025 | Change |
|---|---|---|---|
| Revenue | $23.29 million | $22.61 million | +3% |
| Recurring subscription and support revenue | $23.10 million | $22.30 million | +4% |
| Operating income | $7.84 million | $6.23 million | +26% |
| Net income | $7.57 million | $6.98 million | +8% |
| Net income applicable to common shareholders | $7.40 million | $6.62 million | +12% |
| Basic / diluted EPS | $0.41 / $0.39 | $0.36 / $0.35 | Higher |
| Operating cash flow | $8.22 million | $8.42 million | -2% |
- Approximate operating margin rose to 33.7% from 27.5%; net margin rose to 32.5% from 30.9%. Cost of services and support fell 10% to $3.31 million, or 14% of revenue versus 16%. Management attributed much of the decline to capitalized software development costs; increased cybersecurity and offshore development costs partly offset the reduction.
- Sales and marketing expense declined 2% to $5.75 million; general and administrative expense increased 2% to $5.74 million. Depreciation and amortization fell 48% to $0.65 million as assets became fully depreciated or amortized.
- Net other income increased to $1.68 million, principally from higher interest income and favorable changes in unrealized investment gains. Income tax expense rose to $1.95 million from $0.68 million.
- Cash and cash equivalents were $27.26 million, down $1.31 million year over year. Total assets were $60.86 million and stockholders’ equity was $52.29 million. Working capital was $24.2 million, down from $28.2 million; the current ratio declined to 3.85 from 6.09.
- Operating activities provided $8.22 million; investing activities used $4.12 million, including a $3.0 million SPAR-related loan advance and $1.0 million of capitalized software costs; financing activities used $5.42 million, including common dividends, share repurchases and preferred-stock redemptions.
- The company reported no bank debt or availability under a credit facility. Balance-sheet notes payable and financing leases totaled about $0.29 million at year-end. The separate $2.57 million unsecured note issued for a post-year-end SPAR share purchase is discussed below.
Material changes and notable items
- Growth was led by recurring subscription revenue; non-recurring setup and training revenue declined 38% to $0.19 million. No customer represented more than 10% of FY2026 revenue, although two customers each exceeded 10% of year-end receivables.
- During FY2026, ReposiTrak advanced $3.0 million under an unsecured financing arrangement with SPAR Marketing Force, bearing 8% interest and maturing in March 2029. SPAR issued 1.0 million shares as loan-related equity consideration, and the agreement includes price-protection payments capped at $0.8 million. The company is evaluating potential derivative accounting for those features.
- At June 30, 2026, ReposiTrak held approximately 14.8% of SPAR Group and reported the investment at a fair value of $3.46 million, with $0.34 million of FY2026 unrealized gains. Separately, it received 3,190,569 SPAR shares, valued at $2.325 million, in settlement of service receivables.
- On July 1, 2026, after year-end, ReposiTrak agreed to acquire a further 4,709,837 SPAR shares for approximately $3.3 million, increasing beneficial ownership to approximately 31%. Consideration included about $0.63 million cash and a $2.57 million unsecured note bearing 6% interest, with annual principal installments of $725,000 for the first three years and final maturity on July 1, 2030. The acquisition is not included in the June 30, 2026 balance sheet. The company is assessing whether increased ownership warrants equity-method accounting.
- Common dividends were increased to $0.02 quarterly ($0.08 annualized) during FY2026. Future dividends remain at the board’s discretion. About $1.72 million of Series B preferred stock remained subject to redemption at year-end; management said it intended to redeem the balance by December 31, 2026, subject to available cash and other considerations.
- The company repurchased 143,904 common shares for approximately $1.80 million in FY2026. About $5.99 million remained available under the repurchase authorization at year-end.
Outlook, risks and contingencies
- No quantified revenue, earnings or cash-flow guidance is provided. Management expects existing cash, short-term investments and operating cash generation to fund anticipated requirements for at least the next 12 months.
- Management cites regulatory, food-safety and traceability initiatives as drivers of demand. The FDA’s FSMA 204 compliance deadline was extended to July 20, 2028; further delays, modified requirements or slow customer adoption could defer purchases. Some retailers have set requirements that may precede or exceed the federal rule.
- Key risks include subscription renewals and customer spending, competition and technology changes, service outages and cybersecurity incidents, dependence on CEO Randall K. Fields, and potential litigation tied to food-safety or product-recall services.
- SPAR-related risks include share-price and liquidity volatility, unsecured borrower credit exposure, uncertain commercial benefits, possible accounting changes, and debt payments that remain due regardless of investment performance. The July purchase note also has specified acceleration provisions.
- The company reported no pending or threatened material legal proceedings and no material cybersecurity incident identified as of the report date. Management concluded disclosure controls and internal control over financial reporting were effective; the auditor did not express an opinion on internal control.
Important facts for investors to verify
- Whether recurring subscription growth continues to offset slower growth in total revenue, and how much reported margin improvement depends on capitalized software costs.
- SPAR’s financial condition, share-price performance, liquidity and ability to repay the unsecured loan; the economics and accounting treatment of the price-protection provisions and increased ownership.
- Post-acquisition cash, working capital and scheduled payments under the $2.57 million note, including any impact on dividends, repurchases or preferred-stock redemption plans.
- Progress toward FSMA 204 and major retailer traceability requirements, including whether adoption converts into customer contracts and recurring revenue before the July 2028 deadline.
- Receivables concentration and collections: two customers exceeded 10% of receivables, and bad debt expense was $0.95 million in FY2026.