ReposiTrak, Inc.
For the period ended Dec 31, 2025. Filed Feb 17, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2025 · Filed Feb 17, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001437749-25-034896
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-12-31; filed 2026-02-17.
0001437749-26-004395
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 82 previous paragraphs and 101 current paragraphs.
66 unchanged; 16 reworded; 10 added; 0 removed; 0 previous and 9 current paragraphs rearranged.
Tables are not compared: 24 previous and 34 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
Comparison of the Six Months Ended December 31, 2025 to the Six Months Ended December 31, 2024.
Current report
Revenue
Current report
Sales and Marketing Expense
Current report
General and Administrative Expense
Current report
Depreciation and Amortization Expense
Current report
Other Income and Expense
Current report
Preferred Dividends
Current report
Investments in debt and equity securities can be classified in three categories depending on the nature, timing and intent of the investment. As noted in ASC 320-10-25, each debt security acquired must be classified in one of the following three categories at the time of the purchase:
Current report
The Company’s intention with purchasing publicly traded debt securities is not to be actively trading and managing the investments on a day-to-day basis to attempt to generate profits on short-term price differences; therefore, the Company will not classify its investment in debt securities as trading securities. The Company also is not intending to hold the investments until the investments mature. Instead, the intention is to invest excess cash in debt securities that will earn a greater rate of return than what a savings or money market account will pay. The Company views these investments as available to support operations, if needed, which creates uncertainty of whether the Company can hold the investments to maturity. Therefore, the investments would not qualify as held-to-maturity investments. Therefore, since the investments are neither trading securities, nor held-to-maturity per the definitions identified in ASC 320-10-25-1, the Company will classify its investments in individual corporate bonds or bond funds as an available-for-sale (“AFS”) investment.
Current report
Because the Company views these debt securities as available to support current operations, the Company will account for these debt securities as available-for-sale and classify them as current assets on its consolidated balance sheet within the cash line item. The Company will classify marketable securities regardless of maturity as cash based upon the Company’s ability and intent to use any and all of those marketable securities to satisfy the liquidity needs of the Company’s current operations.
Reworded paragraphs (16)
Previous wording
On September 19, 2025, The Company's Board of Directors declared a quarterly cash dividend of $0.02 per share ($0.08 per year), payable to shareholders of record on September 30, 2025, payable to shareholders of record on or about November 14, 2025. Based on the closing prices on September 30, 2025, this represented an annual dividend yield of approximately 0.54%. Subsequent dividends will be paid within 45 days of each fiscal quarter end.
Current wording
On December 19, 2025, The Company's Board of Directors declared a quarterly cash dividend of $0.02 per share ($0.08 per year), payable on or about February 13, 2026 to shareholders of record as of December 31, 2025. Based on the closing prices on December 31, 2025, this represented an annual dividend yield of approximately 0.65%. Subsequent dividends will be paid within 45 days of each fiscal quarter end.
Previous wording
Revenue was $5,971,467 and $5,441,142 for the three months ended September 30, 2025 and 2024, respectively, a 10% increase year-over-year. The increase in revenue was due to growth in recurring subscription revenue in all lines of business. These include compliance, supply chain and traceability. Growth in traceability is the result of growing industry and consumer response to food contaminations and food safety hazards, whether biological, chemical, physical, or allergenic. The risks have elevated regulatory requirements, documentation requisites, and principally has resulted in tighter mandates from the retailers to its suppliers. As more and more retailers, wholesalers and distributors mandate their requirements to suppliers, the Company continues to see a corresponding rise in demand for its services.
Current wording
Revenue was $5,856,811 and $5,490,908 for the three months ended December 31, 2025 and 2024, respectively, a 7% increase year-over-year. The increase in revenue was due to growth in recurring subscription revenue in all lines of business. These include compliance, supply chain and traceability. Growth in traceability is the result of growing industry and consumer response to food contaminations and food safety hazards, whether biological, chemical, physical, or allergenic. The risks have elevated regulatory requirements, documentation requisites, and principally has resulted in tighter mandates from the retailers to its suppliers. As more and more retailers, wholesalers and distributors mandate their requirements to suppliers, the Company continues to see a corresponding rise in demand for its services.
Previous wording
Cost of services and product support was $854,152 and $859,219 for the three months ended September 30, 2025 and 2024, respectively, a 1% decrease. This $5,067 decrease is primarily the result of certain development costs to be capitalized as part of significant enhancements being developed to our current platform of services as well as several new software programs to be released at a future date. The demand in traceability has required additional development of software used on the ReposiTrak platform in order to accurately meet the complex requirements of FSMA 204 in addition to further accelerate the systematic onboarding of customers with little if any human intervention.
Current wording
Cost of services and product support was $853,744 and $1,002,556 for the three months ended December 31, 2025 and 2024, respectively, a 15% decrease. This $148,812 decrease is primarily the result of certain development costs to be capitalized as part of significant enhancements being developed to our current platform of services as well as several new software programs to be released at a future date. The demand in traceability has required additional development of software used on the ReposiTrak platform in order to accurately meet the complex requirements of FSMA 204 in addition to further accelerate the systematic onboarding of customers with little if any human intervention.
Previous wording
Sales and marketing expense was $1,607,469 and $1,529,100 for the three months ended September 30, 2025 and 2024, respectively, a 5% increase. The increase in sales and marketing expense was primarily the result of higher sales commissions, sales travel, and investment in marketing for our suite of services. The increase in sales and marketing expense has been the result of commission due to higher sales and FSMA 204 traceability awareness marketing. We believe the uptick in marketing spending, excluding commissions and other variable costs due to higher sales, will flatten over the next twelve months as awareness of the traceability regulatory deadline approaches and the industry continues to mandate early adoption.
Current wording
Sales and marketing expense was $1,494,342 and $1,455,036 for the three months ended December 31, 2025 and 2024, respectively, a 3% increase. The increase in sales and marketing expense was primarily the result of higher sales commissions, travel expense, and investment in marketing for our suite of services. The increase in sales and marketing expense resulted from an increase in commissions paid due to higher sales and FSMA 204 traceability awareness marketing. We believe the uptick in marketing spending, excluding commissions and other variable costs due to higher sales, will flatten over time as awareness of the traceability regulatory deadline approaches and the industry continues to mandate early adoption.
Previous wording
General and administrative expense was $1,372,227 and $1,295,551 for the three months ended September 30, 2025 and 2024, respectively, a 6% increase. The increase in general and administrative expense was primarily due to higher employee benefit costs, general liability insurance, increases in D&O insurance due to a higher market cap, and higher payroll taxes due to an increase in commissions and other benefit programs.
Current wording
General and administrative expense was $1,467,862 and $1,376,553 for the three months ended December 31, 2025 and 2024, respectively, a 7% increase. The increase in general and administrative expense was primarily due to higher employee benefit costs, general liability insurance, increases in D&O insurance due to a higher market cap, and higher payroll taxes due to an increase in commissions and other benefit programs.
Previous wording
Depreciation and amortization expense was $243,746 and $280,211 for the three months ended September 30, 2025 and 2024, respectively, a decrease of 13%. The decrease was due to certain leased assets obtained with financing arrangements becoming fully amortized.
Current wording
Depreciation and amortization expense was $223,930 and $304,712 for the three months ended December 31, 2025 and 2024, respectively, a decrease of 27%. The decrease was due to certain leased assets obtained with financing arrangements becoming fully amortized.
Previous wording
Preferred dividends accrued on the Company’s Preferred Stock was $58,817 for the three months ended September 30, 2025 and $107,882 for the three months ended September 30, 2024. Dividends decreased due to the redemption and retirement of Preferred Stock since the inception of the redemption plan that commenced in fiscal 2024. Although no assurances can be given, the Company announced that it intends to redeem all of the Series B and B-1 Preferred on or before December 2026. Since inception, a total of 571,772 shares of Preferred Stock, including Series B and Series B-1 Preferred, at the redemption price of $10.70 per share, have been redeemed for a total of $6,117,960. There is a total of $2.85 million of Preferred Stock remaining to be redeemed.
Current wording
Preferred dividends accrued on the Company’s Preferred Stock was $46,551 for the three months ended December 31, 2025 and $95,616 for the three months ended December 31, 2024. Dividends decreased due to the redemption and retirement of Preferred Stock since the inception of the redemption plan that commenced in fiscal 2024. Although no assurances can be given, the Company announced that it intends to redeem all of the Series B and B-1 Preferred on or before December 2026. Since inception, a total of 641,865 shares of Preferred Stock, including Series B and Series B-1 Preferred, at the redemption price of $10.70 per share, have been redeemed for a total of $6,867,956. The Company fully redeemed the Series B-1 Preferred during fiscal 2024. There is a total of $2.10 million of Series B Preferred remaining to be redeemed.
Previous wording
Net other income was $375,355 for the three months ended September 30, 2025, compared to net other income of $335,094 for the three months ended September 30, 2024. Other income increased due to an increase in interest income attributable to earnings on fixed income instruments as a result in higher cash balances. In September 2024, the Federal Reserve began cutting interest rates, which reductions make it unlikely the Company will be able to maintain the same interest income on its existing cash balances without taking additional credit risk or increasing the total amount of cash held for investment.
Current wording
Net other income was $694,762 for the six months ended December 31, 2025, compared to net other income of $686,228 for the six months ended December 31, 2024. Other income increased due to an increase in interest income attributable to earnings on fixed income instruments as a result in higher cash balances. In September 2024, the Federal Reserve began cutting interest rates, which reductions make it unlikely the Company will be able to maintain the same interest income on its existing cash balances without taking additional credit risk or increasing the total amount of cash held for investment.
Previous wording
Cash was $28,794,806 and $28,568,805 at September 30, 2025 and June 30, 2025, respectively. This 1% increase is primarily the result of higher revenue and the corresponding cash receipts from customers who in many cases are required to pay annual subscriptions in advance generating higher cash balances in advance of higher revenue. It also includes higher earnings associated with a growing cash balance and the resulting interest income.
Current wording
Cash was $28,706,493 and $28,568,805 at December 31, 2025 and June 30, 2025, respectively. This $137,688 increase is primarily the result of higher revenue and the corresponding cash receipts from customers who in many cases are required to pay annual subscriptions in advance generating higher cash balances in advance of higher revenue. It also includes higher earnings associated with a growing cash balance and the resulting interest income.
Previous wording
Net cash provided by operating activities for the three months ended September 30, 2025 was $1,538,447 compared to net cash provided by operating activities of $1,868,900 for the three months ended September 30, 2024. Net cash provided by operating activities decreased 18% due principally to an increase in accounts receivable due to longer term contracts and an increase in prepaid expense and other assets. Noncash expense in the quarter increased by $23,937 in the three months ended September 30, 2025, compared to three months ended September 30, 2024 as a result of additional bad debt expense.
Current wording
Net cash provided by operating activities for the six months ended December 31, 2025 was $3,776,672 compared to net cash provided by operating activities of $5,328,630 for the six months ended December 31, 2024. Net cash provided by operating activities decreased 29% due principally to an increase in accounts receivable due to longer term contracts and an increase in prepaid expense and other assets. Noncash expense in the quarter increased by $55,470 in the six months ended December 31, 2025, compared to the six months ended December 31, 2024 as a result of additional bad debt expense and stock compensation expense partially offset by a decrease in depreciation and amortization expense.
Previous wording
Net cash used in investing activities for the three months ended September 30, 2025 was $20,359 compared to net cash provided by investing activities of $34,086 for the three months ended September 30, 2024. This decrease in cash provided by investing activities for the three months ended September 30, 2025 was due the purchase of fixed assets and realized loss on certain marketable securities.
Current wording
Net cash used in investing activities for the six months ended December 31, 2025 was $20,338 compared to net cash provided by investing activities of $18,869 for the six months ended December 31, 2024. This decrease in cash provided by investing activities for the six months ended December 31, 2025 was due the purchase of fixed assets and certain marketable securities.
Previous wording
Net cash used in financing activities totaled $1,292,087 for the three months ended September 30, 2025, compared to cash used in financing activities of $1,266,642 for the three months ended September 30, 2024. The increase in net cash used in financing activities is due to an increase in our buyback of Common Stock and by the continued redemption of Preferred Stock during the period.
Current wording
Net cash used in financing activities totaled $3,618,646 for the six months ended December 31, 2025, compared to cash used in financing activities of $2,459,963 for the six months ended December 31, 2024. The increase in net cash used in financing activities is due to an increase in our buyback of Common Stock and by the continued redemption of Preferred Stock during the period.
Previous wording
At September 30, 2025, the Company had positive working capital of $28,899,777 as compared with positive working capital of $28,154,682 at June 30, 2025. This $745,095 increase in working capital is primarily due to an increase in prepaid expense, other current assets and accounts receivables offset by a decrease in contract assets and an increase in accrued liabilities offset by a decrease in deferred revenue. Cash and cash equivalents also increased due to cash receipts from customers in all lines of business which include compliance, supply chain and traceability who in most cases pay annually in advance for their subscription.
Current wording
At December 31, 2025, the Company had positive working capital of $28,549,189 as compared with positive working capital of $28,154,682 at June 30, 2025. This $394,507 increase in working capital is primarily due to an increase in prepaid expense, other current assets, accounts receivables, and contract assets offset by an increase in accrued liabilities and deferred revenue. Cash and cash equivalents also increased due to cash receipts from customers in all lines of business which include compliance, supply chain and traceability who in most cases pay annually in advance for their subscription.
Previous wording
Current assets totaled $34,114,277 as of September 30, 2025, as compared to $33,685,800 as of June 30, 2025. The increase in current assets is primarily attributable to the increase in cash and contract assets offset by an increase of accounts receivables.
Current wording
Current assets totaled $34,969,896 as of December 31, 2025, as compared to $33,685,800 as of June 30, 2025. The increase in current assets is primarily attributable to the increase in cash and cash equivalents, accounts receivable, contract assets, and prepaid expenses and other current assets.
Previous wording
Current liabilities totaled $5,214,500 as of September 30, 2025 as compared to $5,531,118 as of June 30, 2025. The decrease in current liabilities is primarily attributable to the decrease in deferred revenue offset partially by the increase in accounts payable and accrued liabilities. As of September 30, 2025, the Company had zero bank debt.
Current wording
Current liabilities totaled $6,420,707 as of December 31, 2025 as compared to $5,531,118 as of June 30, 2025. The increase in current liabilities is primarily attributable to the increase in accrued liabilities and deferred revenue offset partially by the decrease in accounts payable. As of December 31, 2025, the Company had zero bank debt.
Previous wording
While no assurances can be given, management currently believes that the Company will continue to increase its cash flow from operations and working capital position in subsequent periods. The Company’s increase in anticipated cash flow from operations and working capital position is expected to be offset by the use of cash required to fund:
Current wording
While no assurances can be given, management currently believes that the Company will continue to increase its cash flow from operations and its working capital position in subsequent periods. The Company’s increase in anticipated cash flow from operations and working capital position is expected to be offset by the use of cash required to fund:
Rearranged current paragraphs (9)
Current report — wording carried from elsewhere
Net other income was $319,107 for the three months ended December 31, 2025, compared to net other income of $351,134 for the three months ended December 31, 2024. Other income decreased due to unrealized losses on certain investments offset by an increase in interest income attributable to earnings on fixed income instruments as a result in higher cash balances. In September 2024, the Federal Reserve began cutting interest rates, which reductions make it unlikely the Company will be able to maintain the same interest income on its existing cash balances without taking additional credit risk or increasing the total amount of cash held for investment.
Current report — wording carried from elsewhere
Revenue was $11,828,278 and $10,932,050 for the six months ended December 31, 2025 and 2024, respectively, an 8% increase year-over-year. The increase in revenue was due to growth in recurring subscription revenue in all lines of business. These include compliance, supply chain and traceability. Growth in traceability is the result of growing industry and consumer response to food contaminations and food safety hazards, whether biological, chemical, physical, or allergenic. The risks have elevated regulatory requirements, documentation requisites, and principally has resulted in tighter mandates from the retailers to its suppliers. As more and more retailers, wholesalers and distributors mandate their requirements to suppliers, the Company continues to see a corresponding rise in demand for its services.
Current report — wording carried from elsewhere
Although no assurances can be given, we continue to focus our sales efforts on marketing our software services on a recurring subscription basis and placing less emphasis on transactional revenue. However, we believe there will continue to be an insignificant percentage of customers that will, from time to time, require buying a particular service outright (i.e., a license). We have and will continue to deemphasize non-recurring transactional revenue when we are able.
Current report — wording carried from elsewhere
Cost of Services and Product Support
Current report — wording carried from elsewhere
Cost of services and product support was $1,707,896 and $1,861,775 for the six months ended December 31, 2025 and 2024, respectively, an 8% decrease. This $153,879 decrease is primarily the result of certain development costs capitalized as part of significant enhancements being developed to our current platform of services as well as several new software programs to be released at a future date. The demand in traceability has required additional development of software used on the ReposiTrak platform in order to accurately meet the complex requirements of FSMA 204 in addition to further accelerate the systematic onboarding of customers with little if any human intervention.
Current report — wording carried from elsewhere
Sales and marketing expense was $3,101,811 and $2,984,136 for the six months ended December 31, 2025 and 2024, respectively, a 4% increase. The increase in sales and marketing expense was primarily the result of higher sales commissions, travel expense, and investment in marketing for our suite of services. The increase in sales and marketing expense resulted from increased commissions paid due to higher sales and FSMA 204 traceability awareness marketing. We believe the uptick in marketing spending, excluding commissions and other variable costs due to higher sales, will flatten as awareness of the traceability regulatory deadline approaches and the industry continues to mandate early adoption.
Current report — wording carried from elsewhere
General and administrative expense was $2,840,089 and $2,669,104 for the six months ended December 31, 2025 and 2024, respectively, a 6% increase. The increase in general and administrative expense was primarily due to higher employee benefit costs, general liability insurance, increases in D&O insurance due to a higher market cap, and higher payroll taxes due to an increase in commissions and other benefit programs.
Current report — wording carried from elsewhere
Depreciation and amortization expense was $467,676 and $584,923 for the six months ended December 31, 2025 and 2024, respectively, a decrease of 20%. The decrease was due to certain leased assets obtained with financing arrangements becoming fully amortized.
Current report — wording carried from elsewhere
Preferred dividends accrued on the Company’s Preferred Stock was $105,368 for the six months ended December 31, 2025 and $203,498 for the six months ended December 31, 2024. Dividends decreased due to the redemption and retirement of Preferred Stock since the inception of the redemption plan that commenced in fiscal 2024. Although no assurances can be given, the Company announced that it intends to redeem all of the Series B and B-1 Preferred on or before December 2026. Since inception, a total of 641,865 shares of Preferred Stock, including Series B and Series B-1 Preferred, at the redemption price of $10.70 per share, have been redeemed for a total of $6,867,956. The Company fully redeemed the Series B-1 Preferred during fiscal 2024. There is a total of $2.10 million of Series B Preferred remaining to be redeemed.