PARK CITY GROUP INC - Quarter Report: 2021 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 2021
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from __________ to
_________.
|
Commission File Number
001-34941
PARK CITY GROUP, INC.
(Exact name of small business issuer as specified in its
charter)
Nevada
|
|
37-1454128
|
(State or other jurisdiction of incorporation or
organization)
|
|
(IRS Employer Identification No.)
|
5282 South
Commerce Drive, Suite D292, Murray, Utah 84107
|
(Address of principal executive offices)
|
|
(435)
645-2000
|
(Registrant’s telephone number)
|
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which
registered
|
Common stock,
par value $0.01 per share
|
PCYG
|
Nasdaq Capital
Market
|
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d)
of the Securities and Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of
this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such
files). ☒
Yes ☐ No
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
Large accelerated filer
|
[ ]
|
Accelerated filer
|
[ ]
|
Non-accelerated filer
|
[X]
|
Smaller reporting company
|
[X]
|
|
|
Emerging growth company
|
[ ]
|
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. [ ]
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange
Act). [
] Yes [X]
No
As
of May
17, 2021, 19,478,037
shares of the registrant’s common stock, $0.01 par value,
were issued and outstanding.
PARK CITY
GROUP, INC.
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PARK CITY GROUP,
INC.
Consolidated Condensed
Balance Sheets
(Unaudited)
Assets
|
March
31,
2021
|
June
30,
2020
|
Current
Assets
|
|
|
Cash
|
$23,176,092
|
$20,345,330
|
Receivables, net of
allowance for doubtful accounts of $253,037 and $251,954 at March 31, 2021 and June 30,
2020, respectively
|
4,598,701
|
4,007,316
|
Contract asset –
unbilled current portion
|
2,390,104
|
2,300,754
|
Prepaid expense and other
current assets
|
1,108,589
|
495,511
|
|
|
|
Total
Current Assets
|
31,273,486
|
27,148,911
|
|
|
|
Property
and equipment, net
|
2,673,705
|
3,003,402
|
|
|
|
Other
Assets:
|
|
|
Deposits, and other
assets
|
22,414
|
22,414
|
Prepaid expense –
less current portion
|
59,989
|
77,030
|
Contract asset –
unbilled long-term portion
|
43,052
|
838,726
|
Operating lease –
right-of-use asset
|
717,241
|
781,137
|
Customer
relationships
|
558,450
|
657,000
|
Goodwill
|
20,883,886
|
20,883,886
|
Capitalized software costs,
net
|
-
|
18,539
|
|
|
|
Total
Other Assets
|
22,285,032
|
23,278,732
|
|
|
|
Total
Assets
|
$56,232,223
|
$53,431,045
|
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
Current
liabilities
|
|
|
Accounts
payable
|
$1,498,801
|
$407,497
|
Accrued
liabilities
|
1,705,269
|
1,123,528
|
Contract liability –
deferred revenue
|
1,392,990
|
1,845,347
|
Lines of
credit
|
6,000,000
|
4,660,000
|
Operating lease liability
– current
|
89,041
|
85,767
|
Current portion of notes
payable
|
-
|
310,242
|
Current portion of paycheck
protection program loans
|
-
|
479,866
|
|
|
|
Total
current liabilities
|
10,686,101
|
8,912,247
|
|
|
|
Long-term
liabilities
|
|
|
Operating lease liability
– less current portion
|
628,200
|
695,369
|
Notes payable – less
current portion
|
-
|
610,512
|
Paycheck protection program
loans
|
-
|
629,484
|
|
|
|
Total
liabilities
|
11,314,301
|
10,847,612
|
|
|
|
Commitments
and contingencies
|
|
|
|
|
|
Stockholders’
equity:
|
|
|
Preferred
Stock; $0.01 par value, 30,000,000 shares authorized;
|
|
|
Series B
Preferred, 700,000 shares authorized; 625,375 shares issued and
outstanding at March 31, 2021 and June 30, 2020,
respectively
|
6,254
|
6,254
|
Series B-1
Preferred, 550,000 shares authorized; 212,402 shares issued and
outstanding at March 31, 2021 and June 30, 2020,
respectively
|
2,124
|
2,124
|
Common Stock, $0.01 par
value, 50,000,000 shares authorized; 19,478,038 and 19,484,485 issued and outstanding at March
31, 2021 and June 30, 2020, respectively
|
194,783
|
194,847
|
Additional paid-in
capital
|
75,094,601
|
75,271,097
|
Accumulated
deficit
|
(30,379,840)
|
(32,890,889)
|
|
|
|
Total
stockholders’ equity
|
44,917,922
|
42,583,433
|
|
|
|
Total
liabilities and stockholders’ equity
|
$56,232,223
|
$53,431,045
|
See accompanying notes to consolidated condensed financial
statements.
PARK CITY GROUP, INC.
Consolidated Condensed Statements
of Operations
(Unaudited)
|
Three Months Ended
March 31,
|
Nine Months Ended
March 31,
|
||
|
2021
|
2020
|
2021
|
2020
|
|
|
|
||
Revenue
|
$6,022,540
|
$4,633,244
|
$16,422,146
|
$14,270,660
|
|
|
|
|
|
Operating
expense:
|
|
|
|
|
Cost of
services and product support
|
2,634,224
|
1.369,421
|
6,706,769
|
4,622,844
|
Sales and
marketing
|
1,155,266
|
1,654,189
|
3,643,602
|
4,515,569
|
General and
administrative
|
1,255,410
|
1,179,851
|
3,568,474
|
3,516,313
|
Depreciation
and amortization
|
259,343
|
192,860
|
769,440
|
609,037
|
|
|
|
|
|
Total
operating expense
|
5,304,243
|
4,396,321
|
14,688,285
|
13,263,763
|
|
|
|
|
|
Income from operations
|
718,297
|
236,923
|
1,733,861
|
1,006,897
|
|
|
|
|
|
Other
income (expense):
|
|
|
|
|
Interest
income
|
60,234
|
53,075
|
176,078
|
201,788
|
Interest
expense
|
(4,248)
|
(16,953)
|
(76,700)
|
(53,593)
|
Unrealized
gain (loss) on short term investments
|
(1,131)
|
-
|
54,434
|
-
|
Gain on
debt extinguishment
|
10,000
|
-
|
1,109,350
|
-
|
|
|
|
|
|
Income
before income taxes
|
783,152
|
273,045
|
2,997,023
|
1,155,092
|
|
|
|
|
|
(Provision)
for income taxes:
|
(9,955)
|
(1,058)
|
(46,141)
|
(41,651)
|
Net income
|
773,197
|
271,987
|
2,950,882
|
1,113,441
|
|
|
|
|
|
Dividends
on preferred stock
|
(146,611)
|
(146,611)
|
(439,833)
|
(439,833)
|
|
|
|
|
|
Net income applicable to common shareholders
|
$626,586
|
$125,376
|
$2,511,049
|
$673,608
|
|
|
|
|
|
Weighted
average shares, basic
|
19,555,000
|
19,588,000
|
19,511,000
|
19,714,000
|
Weighted
average shares, diluted
|
19,942,000
|
19,776,000
|
19,744,000
|
19,942,000
|
Basic
income per share
|
$0.03
|
$0.01
|
$0.13
|
$0.03
|
Diluted
income per share
|
$0.03
|
$0.01
|
$0.13
|
$0.03
|
See accompanying notes to consolidated condensed financial
statements.
PARK CITY
GROUP, INC.
Consolidated Condensed Statements
of Cash Flows
(Unaudited)
|
Nine Months
Ended March 31,
|
|
|
2021
|
2020
|
Cash flows
operating activities:
|
|
|
Net
income
|
$2,950,882
|
$1,113,441
|
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|
|
Depreciation
and amortization
|
769,440
|
609,037
|
Amortization
of operating right of use asset
|
63,896
|
60,793
|
Bad debt expense
|
516,694
|
291,630
|
Stock
compensation expense
|
249,733
|
375,000
|
Gain on
debt extinguishment
|
(1,109,350)
|
-
|
(Increase)
decrease in:
|
|
|
Accounts
receivables
|
(1,508,097)
|
(350,908)
|
Long-term
receivables, prepaids and other assets
|
293,042
|
884,429
|
(Decrease)
increase in:
|
|
|
Accounts
payable
|
1,091,304
|
(187,291)
|
Accrued
liabilities
|
549,537
|
(247,233)
|
Operating
lease liability
|
(63,895)
|
(60,794)
|
Deferred
revenue
|
(452,633)
|
(213,677)
|
Net cash provided by operating activities
|
3,350,553
|
2,274,427
|
|
|
|
Cash flows
investing activities:
|
|
|
Purchase of
property and equipment
|
(105,391)
|
(642,922)
|
Net cash used in investing activities
|
(105,391)
|
(642,922)
|
|
|
|
Cash flows
financing activities:
|
|
|
Net
increase in lines of credit
|
1,340,000
|
340,000
|
Common
stock buyback/retirement
|
(508,243)
|
(2,158,471)
|
Proceeds
from employee stock plan
|
114,430
|
120,923
|
Dividends
paid
|
(439,833)
|
(439,833)
|
Payments on
notes payable
|
(920,754)
|
(219,992)
|
Net cash used in financing activities
|
(414,400)
|
(2,357,373)
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
2,830,762
|
(725,868)
|
|
|
|
Cash and
cash equivalents at beginning of period
|
20,345,330
|
18,609,423
|
Cash and cash equivalents at end of period
|
$23,176,092
|
$17,883,555
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
Cash paid
for income taxes
|
$55,772
|
$100,158
|
Cash paid
for interest
|
$76,700
|
$16,042
|
Cash paid
for operating leases
|
$71,200
|
$71,200
|
|
|
|
Supplemental
disclosure of non-cash investing and financing
activities:
|
|
|
Common
stock to pay accrued liabilities
|
$214,550
|
$284,135
|
Dividends
accrued on preferred stock
|
$439,833
|
$439,833
|
Right-of-use
asset
|
$-
|
$862,741
|
See accompanying notes to consolidated condensed financial
statements.
PARK
CITY GROUP, INC.
Consolidated Statements of Stockholders’ Equity (Deficit)
(Unaudited)
|
Series B
Preferred Stock
|
Series B-1
Preferred
Stock
|
Common Stock
|
Additional
Paid-In
|
Accumulated | ||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
|
|
|
|
|
|
|
|
|
|
Balance,
June 30, 2020
|
625,375
|
$6,254
|
212,402
|
$2,124
|
19,484,485
|
$194,847
|
$75,271,097
|
$(32,890,889)
|
$42,583,433
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for:
|
|
|
|
|
|
|
|
|
|
Accrued
compensation
|
-
|
-
|
-
|
-
|
1,302
|
13
|
5,392
|
-
|
5,405
|
Employee
stock plan
|
-
|
-
|
-
|
-
|
13,980
|
140
|
50,188
|
-
|
50,328
|
Preferred
Dividends-Declared
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(146,611)
|
(146,611)
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
554,826
|
554,826
|
Balance,
September 30, 2020
|
625,375
|
$6,254
|
212,402
|
$2,124
|
19,499,767
|
$195,000
|
$75,326,677
|
$(32,482,674)
|
$43,047,381
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for:
|
|
|
|
|
|
|
|
|
|
Accrued
compensation
|
-
|
-
|
-
|
-
|
29,141
|
292
|
130,958
|
-
|
131,250
|
Employee
stock plan
|
-
|
-
|
-
|
-
|
514
|
5
|
2,699
|
-
|
2,704
|
Preferred
Dividends-Declared
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(146,611)
|
(146,611)
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,622,859
|
1,622,859
|
Balance,
December 31, 2020
|
625,375
|
$6,254
|
212,402
|
$2,124
|
19,529,422
|
$195,297
|
$75,460,334
|
$(31,006,426)
|
$44,657,583
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for:
|
|
|
|
|
|
|
|
|
|
Accrued
compensation
|
-
|
-
|
-
|
-
|
15,419
|
154
|
77,741
|
-
|
77,895
|
Employee
stock plan
|
-
|
-
|
-
|
-
|
17,278
|
173
|
63,928
|
-
|
64,101
|
Stock
buyback
|
-
|
-
|
-
|
-
|
(84,081)
|
(841)
|
(507,402)
|
-
|
(508,243)
|
Preferred
Dividends-Declared
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(146,611)
|
(146,611)
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
773,197
|
773,197
|
Balance,
March 31, 2021
|
625,375
|
$6,254
|
212,402
|
$2,124
|
19,478,038
|
$194,783
|
$75,094,601
|
$(30,379,840)
|
$44,917,922
|
PARK CITY GROUP, INC.
Consolidated Statements of Stockholders’ Equity (Deficit)
(Unaudited)
(continued)
|
Series
B
Preferred
Stock
|
Series
B-1
Preferred
Stock
|
Common
Stock
|
Additional
Paid-In
|
Accumulated
|
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30,
2019
|
625,375
|
$6,254
|
212,402
|
$2,124
|
19,793,372
|
$197,936
|
$76,908,566
|
$(33,897,714)
|
$43,217,166
|
|
|
|
|
|
|
|
|
|
|
Stock issued
for:
|
|
|
|
|
|
|
|
|
|
Accrued
compensation
|
-
|
-
|
-
|
-
|
14,542
|
145
|
77,742
|
-
|
77,887
|
Employee stock
plan
|
-
|
-
|
-
|
-
|
13,274
|
133
|
63,390
|
-
|
63,523
|
Stock buyback
|
-
|
-
|
-
|
-
|
(79,954)
|
(799)
|
(516,560)
|
|
(517,359)
|
Preferred dividends
declared
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(146,611)
|
(146,611)
|
|
|
|
|
|
|
|
|
|
|
Net income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
178,351
|
178,351
|
Balance, September 30,
2019
|
625,375
|
$6,254
|
212,402
|
$2,124
|
19,741,234
|
$197,415
|
$76,533,138
|
$(33,865,974)
|
$42,872,957
|
|
|
|
|
|
|
|
|
|
|
Stock issued
for:
|
|
|
|
|
|
|
|
|
|
Accrued
compensation
|
-
|
-
|
-
|
-
|
13,370
|
134
|
77,304
|
-
|
77,438
|
Stock buyback
|
-
|
-
|
-
|
-
|
(174,615)
|
(1,747)
|
(835,931)
|
-
|
(837,678)
|
Preferred dividends
declared
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(146,611)
|
(146,611)
|
|
|
|
|
|
|
|
|
|
|
Net income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
663,103
|
663,103
|
Balance, December 31,
2019
|
625,375
|
$6,254
|
212,402
|
$2,124
|
19,579,989
|
$195,802
|
$75,774,511
|
$(33,349,482)
|
$42,629,209
|
|
|
|
|
|
|
|
|
|
|
Stock issued
for:
|
|
|
|
|
|
|
|
|
|
Accrued
compensation
|
-
|
-
|
-
|
-
|
35,614
|
356
|
185,854
|
-
|
186,210
|
Stock buyback
|
-
|
-
|
-
|
-
|
(157,616)
|
(1,576)
|
(801,858)
|
-
|
(803,434)
|
Preferred dividends
declared
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(146,611)
|
(146,611)
|
|
|
|
|
|
|
|
|
|
|
Net income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
271,987
|
271,987
|
Balance, March 31,
2020
|
625,375
|
$6,254
|
212,402
|
$2,124
|
19,457,987
|
$194,582
|
$75,158,507
|
$(33,224,106)
|
$42,137,361
|
See
accompanying notes to consolidated condensed financial
statements.
PARK
CITY GROUP,
INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. OVERVIEW OF OPERATIONS AND BASIS FOR
PRESENTATION
Overview
Park City Group, Inc., a Nevada corporation
(“Park City
Group”,
“We”, “us”, “our” or the “Company”) is a Software-as-a-Service
(“SaaS”) provider, and the parent company of ReposiTrak,
Inc., a Utah corporation (“ReposiTrak”) which operates a business-to-business
(“B2B”) e-commerce, compliance, and supply chain
management platform that partners with retailers, wholesalers, and
product suppliers to help them source, vet, and transact with their
suppliers in order to accelerate sales, control risks, and improve
supply chain efficiencies, and source
hard-to-get-things.
The Company’s services are grouped in three
application suites: (i) ReposiTrak MarketPlace
(“MarketPlace”), encompassing the Company’s
supplier discovery and B2B e-commerce solutions, which helps the
Company’s customers find new suppliers and source hard to
find items, (ii) ReposiTrak Compliance and Food Safety
(“Compliance and Food
Safety”) solutions, which
help the Company’s customers vet suppliers to mitigate the
risk of doing business with these suppliers, and (iii)
ReposiTrak’s Supply Chain (“Supply
Chain”) solutions, which
help the Company’s customers to more efficiently manage their
various transactions with their suppliers.
The Company’s Supply Chain and MarketPlace
services provide its customers with greater flexibility in sourcing
products by enabling them to choose new suppliers and integrate
them into their supply chain faster and more cost effectively, and
it helps them to more efficiently manage these relationships,
enhancing revenue while lowering working capital, labor costs and
waste. The Company’s Compliance and Food Safety solutions
help reduce a company’s potential regulatory, legal, and
criminal risk from its supply chain partners by providing a way for
them to ensure these suppliers are compliant with food safety
regulations, such as the Food Safety Modernization Act of 2011
(“FSMA”).
The
Company’s services are delivered though proprietary software
products designed, developed, marketed and supported by the
Company. These products provide visibility and facilitate improved
business processes among all key constituents in the supply chain,
starting with the retailer and moving backwards to suppliers and
eventually to raw material providers. The Company provides
cloud-based applications and services that address e-commerce,
supply chain, food safety and compliance activities. The principal
customers for the Company’s products are household name
multi-store food retail chains and their suppliers, branded food
manufacturers, food wholesalers and distributors, and other food
service businesses.
The Company has a hub and spoke business model.
The Company is typically engaged by retailers and wholesalers
(“Hubs”), which in turn require their suppliers
(“Spokes”) to utilize the Company’s
services.
The Company is incorporated in the state of Nevada
and has three principal subsidiaries: PC Group, Inc., a Utah
corporation (98.76% owned) (“PCG Utah”); Park City Group, Inc., a Delaware
corporation (100% owned) (“PCG
Delaware”); and
ReposiTrak (100% owned) (collectively, the
“Subsidiaries”).
All intercompany transactions and balances have been eliminated in
the Company’s consolidated financial statements,
which contain the operating results of the operations of PCG
Delaware and ReposiTrak. Park City Group has no business
operations separate from the operations conducted
through its Subsidiaries.
The
Company’s principal executive offices are located at 5282
South Commerce Drive, Suite D292, Murray, Utah 84107. Its telephone
number is (435) 645-2000. Its website address is
www.parkcitygroup.com, and ReposiTrak’s website address is
www.repositrak.com.
Basis
of Financial Statement Presentation
The interim
financial information of the Company as of March 31, 2021 and for
the three and nine months ended March 31, 2021 is unaudited, and
the balance sheet as of June 30, 2020 is derived from audited
financial statements. The accompanying condensed consolidated
financial statements have been prepared in accordance with United
States generally accepted accounting principles ("U.S. GAAP") for interim financial
statements. Accordingly, they omit or condense notes and certain
other information normally included in financial statements
prepared in accordance with U.S. GAAP. The accounting policies
followed for quarterly financial reporting conform with the
accounting policies disclosed in the Notes to Financial Statements
included in our Annual Report on Form 10-K for the year ended June
30, 2020. In the opinion of management, all adjustments necessary
for a fair presentation of the financial information for the
interim periods reported have been made. All such adjustments are
of a normal recurring nature. The results of operations for the
three and nine months ended March 31, 2021 are not necessarily
indicative of the results that can be expected for the fiscal year
ending June 30, 2021. The unaudited condensed consolidated
financial statements should be read in conjunction with the
consolidated financial statements and the notes thereto included in
our Annual Report on Form 10-K for the year ended June 30,
2020.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The
financial statements presented herein reflect the consolidated
financial position of Park City Group, Inc. and our subsidiaries.
All inter-company transactions and balances have been eliminated in
consolidation.
Use of Estimates
The preparation
of consolidated financial statements in conformity with U.S. GAAP
requires management to make estimates and assumptions that
materially affect the amounts reported in the consolidated
financial statements. Actual results could differ from these
estimates. The methods, estimates, and judgments the Company uses
in applying its most critical accounting policies have a
significant impact on the results it reports in its financial
statements. The U.S. Securities and Exchange Commission
(“SEC”) has
defined the most critical accounting policies as those that are
most important to the portrayal of the Company’s financial
condition and results and require the Company to make its most
difficult and subjective judgments, often because of the need to
make estimates of matters that are inherently uncertain. Based on
this definition, the Company’s most critical accounting
policies include revenue recognition, goodwill, other long-lived
asset valuations, income taxes, stock-based compensation, and
capitalization of software development costs.
Revenue Recognition
We
recognize revenue as we transfer control of deliverables (products,
solutions and services) to our customers in an amount reflecting
the consideration to which we expect to be entitled. To recognize
revenue, we apply the following five step approach: (1) identify
the contract with a customer, (2) identify the performance
obligations in the contract, (3) determine the transaction price,
(4) allocate the transaction price to the performance obligations
in the contract, and (5) recognize revenue when a performance
obligation is satisfied. We account for a contract based on the
terms and conditions the parties agree to, the contract has
commercial substance and collectability of consideration is
probable. The Company applies judgment in determining the
customer’s ability and intention to pay, which is based on a
variety of factors including the customer’s historical
payment experience.
We may
enter into arrangements that consist of multiple performance
obligations. Such arrangements may include any combination of our
deliverables. To the extent a contract includes multiple promised
deliverables, we apply judgment to determine whether promised
deliverables are capable of being distinct and are distinct in the
context of the contract. If these criteria are not met, the
promised deliverables are accounted for as a combined performance
obligation. For arrangements with multiple distinct performance
obligations, we allocate consideration among the performance
obligations based on their relative standalone selling price.
Standalone selling price is the price at which we would sell a
promised good or service separately to the customer. When not
directly observable, we typically estimate standalone selling price
by using the expected cost plus a margin approach. We typically
establish a standalone selling price range for our deliverables,
which is reassessed on a periodic basis or when facts and
circumstances change.
For
performance obligations where control is transferred over time,
revenue is recognized based on the extent of progress towards
completion of the performance obligation. The selection of the
method to measure progress towards completion requires judgment and
is based on the nature of the deliverables to be provided. Revenue
related to fixed-price contracts for application development and
systems integration services, consulting or other technology
services is recognized as the service is performed using the output
method, under which the total value of revenue is recognized based
on each contract’s deliverable(s) as they are completed and
when value is transferred to a customer. Revenue related to
fixed-price application maintenance, testing and business process
services is recognized based on our right to invoice for services
performed for contracts in which the invoicing is representative of
the value being delivered, in accordance with the practical
expedient in ASC 606-10-55-18.
If our
invoicing is not consistent with the value delivered, revenue is
recognized as the service is performed based on the method
described above. The output method measures the results achieved
and value transferred to a customer, which is updated as the
project progresses to reflect the latest available information;
such estimates and changes in estimates involve the use of
judgment. The cumulative impact of any revision in estimates is
reflected in the financial reporting period in which the change in
estimate becomes known and any anticipated losses on contracts are
recognized immediately. Revenue related to fixed-price hosting and
infrastructure services is recognized based on our right to invoice
for services performed for contracts in which the invoicing is
representative of the value being delivered, in accordance with the
practical expedient in ASC 606-10-55-18. If our invoicing is not
consistent with value delivered, revenue is recognized on a
straight-line basis unless revenue is earned and obligations are
fulfilled in a different pattern. The revenue recognition method
applied to the types of contracts described above provides the most
faithful depiction of performance towards satisfaction of our
performance obligations.
Revenue
related to our software license arrangements that do not require
significant modification or customization of the underlying
software is recognized when the software is delivered as control is
transferred at a point in time. For software license arrangements
that require significant functionality enhancements or modification
of the software, revenue for the software license and related
services is recognized as the services are performed in accordance
with the methods described above. In software hosting arrangements,
the rights provided to the customer, such as ownership of a
license, contract termination provisions and the feasibility of the
client to operate the software, are considered in determining
whether the arrangement includes a license or a service. Revenue
related to software maintenance and support is generally recognized
on a straight-line basis over the contract period.
Revenue
related to transaction-based or volume-based contracts is
recognized over the period the services are provided in a manner
that corresponds with the value transferred to the customer to-date
relative to the remaining services to be provided.
From
time-to-time, we may enter into arrangements with third party
suppliers to resell products or services. In such cases, we
evaluate whether we are the principal (i.e. report revenue on a
gross basis) or agent (i.e. report revenue on a net basis). In
doing so, we first evaluate whether we control the good or service
before it is transferred to the customer. If we control the good or
service before it is transferred to the customer, we are the
principal; if not, we are the agent. Determining whether we control
the good or service before it is transferred to the customer may
require judgment.
We provide
customers with assurance that the related deliverable will function
as the parties intended because it complies with agreed-upon
specifications. General updates or patch fixes are not considered
an additional performance obligation in the contract.
Variable
consideration is estimated using either the sum of probability
weighted amounts in a range of possible consideration amounts
(expected value), or the single most likely amount in a range of
possible consideration amounts (most likely amount), depending on
which method better predicts the amount of consideration to which
we may be entitled. We include in the transaction price variable
consideration only to the extent it is probable that a significant
reversal of revenue recognized will not occur when the uncertainty
associated with the variable consideration is resolved. Our
estimates of variable consideration and determination of whether to
include estimated amounts in the transaction price may involve
judgment and are based largely on an assessment of our anticipated
performance and all information that is reasonably available to
us.
We assess
the timing of the transfer of goods or services to the customer as
compared to the timing of payments to determine whether a
significant financing component exists. As a practical expedient,
we do not assess the existence of a significant financing component
when the difference between payment and transfer of deliverables is
a year or less. If the difference in timing arises for reasons
other than the provision of finance to either the customer or us,
no financing component is deemed to exist. The primary purpose of
our invoicing terms is to provide customers with simplified and
predictable ways of purchasing our services, not to receive or
provide financing from or to customers. We do not consider set up
or transition fees paid upfront by our customers to represent a
financing component, as such fees are required to encourage
customer commitment to the project and protect us from early
termination of the contract.
Trade Accounts Receivable and Contract Balances
We classify
our right to consideration in exchange for deliverables as either a
receivable or a contract asset (unbilled receivable). A receivable
is a right to consideration that is unconditional (i.e. only the
passage of time is required before payment is due). For example, we
recognize a receivable for revenue related to our transaction or
volume-based contracts when earned regardless of whether amounts
have been billed. We present such receivables in trade accounts
receivable, net in our consolidated statements of financial
position at their net estimated realizable value. We maintain an
allowance for doubtful accounts to provide for the estimated number
of receivables that may not be collected. The allowance is based
upon an assessment of customer creditworthiness, historical payment
experience, the age of outstanding receivables, judgment, and other
applicable factors.
A contract
asset is a right to consideration that is conditional upon factors
other than the passage of time. Contract assets are presented in
current and other assets in our consolidated balance sheets and
primarily relate to unbilled amounts on fixed-price contracts
utilizing the output method of revenue recognition. The table below
shows movements in contract assets:
|
Contract assets
|
Balance – December
31, 2020
|
$2,433,614
|
Revenue recognized during
the period but not billed
|
-
|
Amounts reclassified to
accounts receivable
|
(458)
|
Other
|
-
|
Balance – March 31,
2021
|
$2,433,156 (1)
|
(1)
|
Contract asset balances for March 31, 2021 include a current and a
long-term contract asset, $2,390,104, and $43,052,
respectively.
|
The table below shows movements in the deferred revenue balances
(current and noncurrent) for the period:
|
Contract liability
|
Balance
– December 31, 2020
|
$1,608,480
|
Amounts
billed but not recognized as revenue
|
940,764
|
Revenue
recognized related to the opening balance of deferred
revenue
|
(1,156,254)
|
Other
|
-
|
Balance
– March 31, 2021
|
$1,392,990
|
Our
contract assets and liabilities are reported in a net position on a
contract by contract basis at the end of each reporting period. The
difference between the opening and closing balances of our contract
assets and deferred revenue primarily results from the timing
difference between our performance obligations and the
customer’s payment. We receive payments from customers based
on the terms established in our contracts, which may vary generally
by contract type.
Disaggregation of Revenue
The table
below presents disaggregated revenue from contracts with customers
by contract-type. We believe this disaggregation best depicts the
nature, amount, timing and uncertainty of our revenue and cash
flows that may be affected by industry, market, and other economic
factors:
|
Three Months Ended
|
Nine Months Ended
|
||
|
March 31,
|
March 31,
|
||
|
2021
|
2020
|
2021
|
2020
|
|
|
|
|
|
Subscription
& Support
|
$4,480,528
|
$4,066,497
|
$12,622,485
|
$12,121,543
|
Professional
Services
|
91,254
|
83,234
|
207,917
|
408,841
|
Transaction
Based
|
1,450,758
|
483,513
|
3,591,744
|
1,740,276
|
Total
|
$6,022,540
|
$4,633,244
|
$16,422,146
|
$14,270,660
|
Earnings Per Share
Basic net
income per share of Common Stock (“Basic EPS”) excludes dilution and
is computed by dividing net income applicable to Common
Stockholders by the weighted average number of Common Stock
outstanding during the period. Diluted net income per share of
Common Stock (“Diluted
EPS”) reflects the potential dilution that could occur
if stock options or other contracts to issue shares of Common Stock
were exercised or converted into Common Stock. The computation of
Diluted EPS does not assume exercise or conversion of securities
that would have an antidilutive effect on net income per share of
Common Stock.
The
following table presents the components of the computation of basic
and diluted earnings per share for the periods
indicated:
|
Three Months Ended
|
Nine Months Ended
|
||
|
March 31,
|
March 31,
|
||
|
2021
|
2020
|
2021
|
2020
|
Numerator
|
|
|
|
|
Net income
applicable to common shareholders
|
$626,586
|
$125,376
|
$2,511,049
|
$673,608
|
|
|
|
|
|
Denominator
|
|
|
|
|
Weighted
average common shares outstanding, basic
|
19,555,000
|
19,588,000
|
19,511,000
|
19,714,000
|
Warrants to
purchase common stock
|
387,000
|
188,000
|
233,000
|
228,000
|
Weighted
average common shares outstanding, diluted
|
19,942,000
|
19,776,000
|
19,744,000
|
19,942,000
|
|
|
|
|
|
Net income
per share
|
|
|
|
|
Basic
|
$0.03
|
$0.01
|
$0.13
|
$0.03
|
Diluted
|
$0.03
|
$0.01
|
$0.13
|
$0.03
|
Reclassifications
Certain prior year amounts have been reclassified to conform with
the current year’s presentation. These reclassifications
have no impact on the previously reported
results.
NOTE 3. EQUITY
Restricted Stock Units
|
Restricted
Stock Units
|
Weighted Average Grant Date Fair Value
($/share)
|
|
|
|
Outstanding
at December 31, 2020
|
833,610
|
$5.35
|
Granted
|
5,824
|
7.43
|
Vested
and issued
|
(5,543)
|
9.34
|
Forfeited
|
-
|
-
|
Outstanding
at March 31, 2021
|
833,891
|
$5.33
|
As of March
31, 2021, there were 9,288 restricted stock units outstanding that
had vested but for which shares of Common Stock had not yet been
issued pursuant to the terms of the applicable
agreement.
As of March
31, 2021, there was approximately $4.5 million of unrecognized
stock-based compensation expense under our equity compensation
plans, which is expected to be recognized on a straight-line basis
over a weighted average period of 2.75 years.
Warrants
The
following table summarizes information about warrants outstanding
and exercisable at March 31, 2021:
Warrants
Outstanding
|
Warrants
Exercisable
|
||||
at March 31,
2021
|
at March 31,
2021
|
||||
Range of
exercise
prices
Warrants
|
Number
outstanding
|
Weighted average
remaining
contractual
life
(years)
|
Weighted
average
exercise
price
|
Number
exercisable
|
Weighted
average
exercise
price
|
$4.00
|
1,085,068
|
1.85
|
$4.00
|
1,085,068
|
$4.00
|
$10.00
|
23,737
|
1.82
|
$10.00
|
23,737
|
$10.00
|
|
1,108,805
|
1.85
|
$4.13
|
1,108,805
|
$4.13
|
During the nine
months ended March 31, 2021, the Company’s Board of Directors
approved the modification to extend the expiration dates of the
Company's existing January 26, 2020 and February 6, 2020 warrants
by an additional three years. Accordingly, all outstanding warrants
are now set to expire in the quarter ending March 31,
2023.
Preferred Stock
The
Company’s articles of incorporation, as amended, currently
authorize the issuance of up to 30,000,000 shares of “blank
check” preferred stock, par value $0.01 per share
("Preferred Stock") with
designations, rights, and preferences as may be determined from
time-to-time by the Company’s Board of Directors (the
“Board”), of
which 700,000 shares are currently designated as Series B Preferred
Stock (“Series B
Preferred”) and 550,000 shares are designated as
Series B-1 Preferred Stock (“Series B-1 Preferred”). As of
March 31, 2021, a total of 625,375 shares of Series B Preferred and
212,402 shares of Series B-1 Preferred were issued and outstanding,
respectively. Both classes of Series B Preferred Stock pay
dividends at a rate of 7% per annum if paid in cash, or 9% if paid
in additional shares of Series B Preferred (“PIK Shares”), with the form of
dividend payment to be determined by the Company.
The Company does business with some of the largest
retailers and wholesalers in the world. Management believes the
Series B-1 Preferred favorably impacts the Company’s overall
cost of capital in that it is: (i) perpetual and, therefore, an
equity instrument that positively impacts the Company’s
coverage ratios, (ii) offers the flexibility of a paid-in-kind
(“PIK”) payment option, and (iii) is
without covenants. After exploring alternative options for
redeeming the Series B-1 Preferred, management determined that
alternative financing options were significantly more expensive or
would negatively impact the Company’s net cash position,
which management believes could cause customer concerns and weaken
the Company’s ability to attract new business.
NOTE 4. RELATED PARTY TRANSACTIONS
During the nine months ended March 31, 2021, the
Company continued to be a party to a Service Agreement with Fields
Management, Inc. (“FMI”), pursuant to which FMI provides certain
executive management services to the Company, including designating
Randall K. Fields to perform the functions of President and Chief
Executive Officer for the Company. Mr. Fields, FMI’s
designated executive, who also serves as the Company’s Chair
of the Board of Directors, controls FMI. The Company had no
payables to FMI at March 31, 2021 and June 30, 2020, respectively,
under the Service Agreement.
NOTE 5. RECENT ACCOUNTING PRONOUNCEMENTS
In August 2018,
the FASB issued ASU 2018-15 Intangibles – Goodwill and Other
Internal-Use Software (Subtopic
350-40) – Customer’s Accounting for
Implementation Costs Incurred in a Cloud Computing Arrangement That
is a Service Contract. The amendments in this update apply to an
entity who is a customer in a hosting arrangement accounted for as
a service contract. The update required a customer in a hosting
arrangement to capitalize certain implementation costs. Costs
associated with the application development stage of the
implementation should be capitalized and costs with the other
stages should be expensed. For instance, costs for training and
data conversion should be expensed. The capitalized implementation
costs should be expensed over the term of the hosting arrangement,
which is the noncancelable period plus periods covered by an option
to extend if the customer is reasonably certain to exercise the
option. Impairment of the capitalized costs should be considered
similar to other intangibles. The Company is a customer in a
hosting arrangement and may enter into new arrangements in the
future. The Company adopted the standard during the second quarter
of fiscal year 2020. This standard did not have a material impact
on the Company’s condensed consolidated financial
statements.
In August 2018,
the FASB issued ASU 2018-13 Fair Value Measurement (Topic 820) Disclosure Framework -
Changes to the Disclosure Requirements for Fair Value Measurement.
This ASU eliminates, amends, and adds disclosure requirements for
fair value measurements. The new standard is effective for fiscal
years beginning after December 15, 2019, including interim periods
within those fiscal years. The Company adopted the standard during
the second quarter of fiscal year 2020. This standard did not have
a material impact on the Company’s condensed consolidated
financial statements.
In June 2018,
the FASB issued ASU 2018-07 – Compensation –
“Stock Compensation (Topic
718)”, Improvements to Nonemployee Share-Based Payment
Accounting. The amendments in this update expand the scope of Topic
718 to include share-based payment transactions for acquiring goods
and services from nonemployees. Prior to this update, equity-based
payments to non-employees was accounted for under Subtopic 505-50
resulting in significant differences between the accounting for
share-based payments to non-employees as compared to employees. One
of the most significant changes is that non-employee share-based
awards (classified as equity awards) may be measured at grant-date
fair value and not have to be continually revalued until the
service/goods are rendered. The update also indicates that
share-based awards related to financing and awards granted to a
customer in conjunction with selling goods or services are not
included in Topic 718. The Company adopted the standard during the
first quarter of fiscal year 2020. This standard did not have a
material impact on the Company’s condensed consolidated
financial statements.
In January
2017, the FASB issued ASU 2017-04 Intangibles-Goodwill and Other
(Topic 350): Simplifying
the Test for Goodwill Impairment, which amends and simplifies the
accounting standard for goodwill impairment. The new standard
removes Step 2 of the goodwill impairment test, which requires a
hypothetical purchase price allocation. A goodwill impairment will
now be the amount a reporting unit’s carrying value exceeds
its fair value, limited to the total amount of goodwill allocated
to that reporting unit. The new standard is effective for annual
and any interim impairment tests for periods beginning after
December 15, 2019. The Company adopted the standard during the
fourth quarter of fiscal year 2020. This standard did not have a
material impact on the Company’s condensed consolidated
financial statements.
In February
2016, the FASB issued ASU 2016-02 “Leases (Topic 842)”. Under the
new guidance, lessees will be required to recognize for all leases
(with the exception of short-term leases) a lease liability, which
is a lessee’s obligation to make lease payments arising from
a lease, measured on a discounted basis and a right-of-use asset,
which is an asset that represents the lessee’s right to use,
or control the use of, a specified asset for the lease term.
Effective July 1, 2019, the Company adopted the requirements of
Accounting Standards Update No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"). All amounts and
disclosures set forth in this Quarterly Report on Form 10-Q have
been updated to comply with this new standard with results for
reporting periods beginning after July 1, 2019 presented under ASU
2016-02, while prior period amounts and disclosures are not
adjusted and continue to be reported under the accounting standards
in effect for the prior period.
NOTE 6. SUBSEQUENT
EVENTS
In
accordance with the Subsequent Events Topic of the FASB ASC 855, we
have evaluated subsequent events through the filing date
and noted no subsequent events that are reasonably likely to
impact the Company’s financial statements.
ITEM 2.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Forward-Looking Statements
This Quarterly Report on Form 10-Q (this "Report") contains
forward-looking statements. The words or phrases “would
be”, “will allow”, “intends to”,
“will likely result”, “are expected to”,
“will continue”, “is anticipated”,
“estimate”, “project”, or similar
expressions are intended to identify “forward-looking
statements”. Actual results could differ materially from
those projected in the forward-looking statements as a result of a
number of risks and uncertainties, including those risks factors
contained in our June 30, 2020 Annual Report on Form 10-K,
incorporated by reference herein. Statements made herein are
as of the date of the filing of this Report with the Securities and
Exchange Commission ("SEC") and should not be relied upon as of any
subsequent date. Unless otherwise required by applicable law,
we do not undertake, and specifically disclaim any obligation, to
update any forward-looking statements to reflect occurrences,
developments, unanticipated events or circumstances after the date
of such statement.
Overview
Park City Group, Inc. ("Park City
Group",
“we”, “us”, “our” or the “Company”) is a Software-as-a-Service
(“SaaS”) provider, and the parent company of
ReposiTrak, Inc., a Utah corporation ("ReposiTrak"), a business-to-business
(“B2B”) e-commerce, compliance, and supply chain
management platform company that partners with retailers,
wholesalers, and product suppliers to help them source, vet, and
transact with their suppliers in order to accelerate sales, control
risks, improve supply chain efficiencies, and source
hard-to-get-things.
The Company’s services are grouped in three
application suites: (i) ReposiTrak MarketPlace, encompassing the
Company’s supplier discovery and B2B e-commerce solutions,
which helps the Company’s customers find new suppliers and
source hard to find items, (ii) ReposiTrak Compliance and Food
Safety ("Compliance and Food
Safety") solutions, which help
the Company’s customers vet suppliers to mitigate the risk of
doing business with these suppliers, and (iii) ReposiTrak’s
Supply Chain ("Supply
Chain") solutions, which help
the Company’s customers to more efficiently manage their
various transactions with their suppliers.
The Company’s Supply Chain and MarketPlace
services provide its customers with greater flexibility in sourcing
products by enabling them to choose new suppliers and integrate
them into their supply chain faster and more cost effectively, and
it helps them to more efficiently manage these relationships,
enhancing revenue while lowering working capital, labor costs and
waste. The Company’s Compliance and Food Safety solutions
help reduce a company’s potential regulatory, legal, and
criminal risk from its supply chain partners by providing a way for
them to ensure these suppliers are compliant with food safety
regulations, such as the Food Safety Modernization Act of 2011
(“FSMA”).
The
Company’s services are delivered though proprietary software
products designed, developed, marketed and supported by the
Company. These products are designed to provide transparency and to
facilitate improved business processes among all key constituents
in the supply chain, starting with the retailer and moving back to
suppliers and eventually to raw material providers. The Company
provides cloud-based applications and services that address
e-commerce, supply chain, food safety and compliance activities.
The principal customers for the Company’s products are
multi-store food retail store chains and their suppliers, branded
food manufacturers, food wholesalers and distributors, and other
food service businesses.
The Company has a hub and spoke business model.
The Company is typically engaged by retailers and wholesalers
(“Hubs”), which in turn require their suppliers
(“Spokes”) to utilize the Company’s
services.
The Company is incorporated in the state of Nevada
and has three principal subsidiaries: PC Group, Inc., a Utah
corporation (98.76% owned) ("PCG Utah"); Park City Group, Inc., a Delaware corporation
(100% owned) ("PCG
Delaware"); and ReposiTrak
(100% owned) (collectively, the "Subsidiaries").
All intercompany transactions and balances have been eliminated in
the Company’s consolidated financial statements,
which contain the operating results of the operations of PCG
Delaware and ReposiTrak. Park City Group has no business
operations separate from the operations conducted
through its Subsidiaries.
The
Company’s principal executive offices are located at 5282
South Commerce Drive, Suite D292, Murray, Utah 84107. Its telephone
number is (435) 645-2000. Its website address is
www.parkcitygroup.com, and ReposiTrak’s website address is
www.repositrak.com.
Recent Developments
In December
2020, we launched a pilot to one state to address emergency and
non-emergency grant management requests and reporting requirements.
Given strict auditing conditions associated with federal disaster
grants, both state and local jurisdictions demand a system that
allows them to track grants, have visibility and procurement of
compliant materials, vetting of supplier, reconcile payments and
reimbursements, track multiple delivery locations, and provide
documentation back to the federal government before, during and
after a natural disaster or unforeseen event.
With many
bespoke systems that do not talk to one another or have been
historically unreliable paper records, we believe this is a
solution we address in private industry every day that can assist
federal, state, and local governments going forward.
In July 2020,
our solutions for stock replenishment, compliance, sourcing, food
safety and risk management for the retail supply chain, offered a
new technology platform to address chronic imbalances in the food
supply chain caused by the COVID-19 crisis. The online platform,
called FoodSourceUSA, will facilitate the identification and
redistribution of excess perishable food products that are
currently going to waste due to dramatically reduced food service
sector volume, while serving the growing number of food-insecure
communities around the country.
The
FoodSourceUSA sourcing platform provides visibility to excess
inventory, process orders and deliver shipment information to
government agencies who will manage logistics and delivery.
Stakeholders in the system include providers of fresh meat, produce
and dairy products, food banks, pantries and charitable groups
serving those in need, along with a network of government agencies
that will reimburse the providers fairly to create a sustainable
supply chain. We continue to work with several states and federal
agencies to evaluate the potential opportunity to drive additional
recurring revenue.
Results of Operations
Comparison of the Three Months Ended March 31, 2021 to the Three
Months Ended March 31, 2020.
Revenue
|
Fiscal Quarter Ended
March 31,
|
Variance
|
||
|
2021
|
2020
|
Dollars
|
Percent
|
Revenue
|
$6,022,540
|
$4,633,244
|
$1,389,296
|
30%
|
Revenue was $6,022,540
and $4,633,244 for the three months ended March 31, 2021 and 2020,
respectively, a 30% increase. This increase was primarily due
to growth in both MarketPlace revenue and software subscription
revenue. One time software license revenue that occurred in March
2020 that did not reoccur in March of 2021 was approximately
$145,500. During fiscal 2021, as COVID-19 disrupted supply chains
and generated shortages in products, our ability to source hard to
find items for our customers resulted in increased revenue
attributable to MarketPlace. These products largely consisted of
personnel protection equipment (“PPE”) which includes nitrile
gloves, masks, freezers and telecommunication equipment. While the
Company has experienced a significant increase in Marketplace
revenue for PPE during the height of COVID-19, it is uncertain
whether demand for PPE will continue at the same level. As a
result, we may experience reduced demand for MarketPlace
attributable to PPE as the pandemic begins to abate.
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 a certain percentage of customers
that will require buying a particular service outright (i.e. a
license). We will continue to make our best effort to reduce this
non-recurring transactional revenue when we are able.
The COVID-19 outbreak has created
significant economic uncertainty and volatility, creating
uncertainty regarding the impact of such outbreak on our business,
operations, and financial results. In this regard, the duration and
impact of such outbreak on our operations and financial results
cannot be determined at this time, although management currently
anticipates that our ability to sell and provide our services and
solutions resulting from shelter in place restrictions, and the
closures of our and our clients’ offices and facilities will
have an impact. While no assurances can be given, these events
could materially and adversely affect our business, financial
condition and results of operations.
Cost of Services and Product Support
|
Fiscal Quarter Ended
March 31,
|
Variance
|
||
|
2021
|
2020
|
Dollars
|
Percent
|
Cost of
services and product support
|
$2,634,224
|
$1,369,421
|
$1,264,803
|
92%
|
Percent of
total revenue
|
44%
|
30%
|
|
|
Cost of
services and product support was $2,634,224 and $1,369,421 for the three
months ended March 31, 2021 and 2020, respectively, a 92% increase.
This increase was primarily the result
of higher cost of goods sold associated with higher transactional
MarketPlace revenue whereby we identify a vendor, purchase the
goods, and sell to the end buyer with a mark-up of the
cost.
While no
assurance can be given, management currently expects cost of
services to grow in both absolute terms, and as a percentage of
revenue, as the Company continues to grow its MarketPlace business.
While we have experienced a significant increase in Marketplace
costs and corresponding revenue during the pandemic due to demand
in PPE, it is unclear what level of ongoing Marketplace costs we
may experience as the pandemic begins to abate.
Sales and Marketing Expense
|
Fiscal Quarter Ended
March 31,
|
Variance
|
||
|
2021
|
2020
|
Dollars
|
Percent
|
Sales and
marketing
|
$1,155,266
|
$1,654,189
|
$(498,923)
|
-30%
|
Percent of
total revenue
|
19%
|
36%
|
|
|
Sales and
marketing expense were $1,155,266 and $1,654,189 for the three
months ended March 31, 2021 and 2020, respectively, a 30%
decrease. This decrease in sales and marketing expense is
primarily due to the decrease in outside contractor fees, lower
travel and tradeshow expense due to COVID.
While no assurances can be given, management currently expects
sales and marketing expense to continue to decline in subsequent
periods as we continue to reduce our operating expense, increase
utilization of technology, and realization of efficiencies in our
Success Team sales strategy.
General and Administrative Expense
|
Fiscal Quarter Ended
March 31,
|
Variance
|
||
|
2021
|
2020
|
Dollars
|
Percent
|
General and
administrative
|
$1,255,410
|
$1,179,851
|
$75,559
|
6%
|
Percent of
total revenue
|
21%
|
25%
|
|
|
General and
administrative expense was $1,255,410 and $1,179,851 for the three
months ended March 31, 2021 and 2020, respectively, a 6%
increase. The increase in general and administrative expense
is primarily due to an increase in bad debt expense, higher
liability and commercial insurance costs, and professional fees.
These increases were partially offset by lower general overhead due
to cost cutting measures and natural reductions due to our
“work from home” status since April of
2020.
While no assurances can be given, management currently expects
general and administrative expense to decline in subsequent periods
and therefore fall as a percentage of total revenue as we benefit
from cost cutting efforts and prior investments in automation and
process optimization.
Depreciation and Amortization Expense
|
Fiscal Quarter Ended
March 31,
|
Variance
|
||
|
2021
|
2020
|
Dollars
|
Percent
|
Depreciation
and amortization
|
$259,343
|
$192,860
|
$66,483
|
34%
|
Percent of
total revenue
|
4%
|
4%
|
|
|
Depreciation
and amortization expense was $259,343 and $192,860 for the three
months ended March 31, 2021 and 2020, respectively, an increase of
34%. This increase is due to the expansion of new equipment
for the Company’s information technology infrastructure,
buildout of our corporate headquarters, and expansion of our data
center that was completed in June 2020.
Other Income and Expense
|
Fiscal Quarter Ended
March 31,
|
Variance
|
||
|
2021
|
2020
|
Dollars
|
Percent
|
Net other
income (expense)
|
$64,855
|
$36,122
|
$28,733
|
80%
|
Percent of
total revenue
|
1%
|
1%
|
|
|
Net other
income was $64,855 for the three months ended March 31, 2021
compared to net other income $36,122 for the three months ended
March 31, 2020. Other income increased due to recognition of a
gain on debt extinguishment and higher interest income resulting
from an increase of total cash held in short term
investments.
Preferred Dividends
|
Fiscal Quarter Ended
March 31,
|
Variance
|
||
|
2021
|
2020
|
Dollars
|
Percent
|
Preferred
dividends
|
$146,611
|
$146,611
|
$-
|
-%
|
Percent of
total revenue
|
2%
|
3%
|
|
|
Dividends accrued on
the Company’s Series B-1 Preferred was $146,611 for the three months
ended March 31, 2021 and for the three months ended March 31,
2020.
Comparison of the Nine Months Ended March 31, 2021 to the Nine
Months Ended March 31, 2020.
Revenue
|
Nine Months Ended
March 31,
|
Variance
|
||
|
2021
|
2020
|
Dollars
|
Percent
|
Revenue
|
$16,422,146
|
$14,270,660
|
$2,151,486
|
15%
|
Revenue was $16,422,146 and $14,270,660 for
the nine
months ended March 31, 2021 and 2020,
respectively, a 15% increase. The increase in revenue was due to
growth in both subscription revenue and Marketplace revenue,
partially offset by approximately $145,500 in one-time license
revenue that occurred in 2020 that did not reoccur in 2021.
During fiscal 2021, as
COVID-19 disrupted supply chains and generated shortages in
products, our ability to source hard to find items for our
customers resulted in increased revenue attributable to
MarketPlace. These products largely consisted of PPE which includes
nitrile gloves, masks, freezers and telecommunication equipment.
While the Company has experienced a significant increase in
Marketplace revenue for PPE during the height of COVID-19, it is
uncertain whether demand for PPE will continue at the same level.
As a result, we may experience reduced demand for MarketPlace
attributable to PPE as the pandemic begins to abate.
Cost of Services and Product Support
|
Nine Months Ended
March 31,
|
Variance
|
||
|
2021
|
2020
|
Dollars
|
Percent
|
Cost of
services and product support
|
$6,706,769
|
$4,622,844
|
$2,083,925
|
45%
|
Percent of
total revenue
|
41%
|
32%
|
|
|
Cost of services and product support
was $6,706,769 and $4,622,844 for the nine
months ended March 31, 2021 and 2020,
respectively, a 45% increase. This increase is
primarily the result of (i) higher
expense associated to MarketPlace and the sales of PPE; and (ii) an
increase in hardware/software non-capitalized items required for
updating our information systems security, maintaining equipment
licensing and other database systems.
While we have
experienced a significant increase in Marketplace costs and
corresponding revenue during the pandemic due to demand in PPE, it
is unclear what level of ongoing Marketplace costs we may
experience as the pandemic begins to abate.
Sales and Marketing Expense
|
Nine Months Ended
March 31,
|
Variance
|
||
|
2021
|
2020
|
Dollars
|
Percent
|
Sales and
marketing
|
$3,643,602
|
$4,515,569
|
$(871,967)
|
-19%
|
Percent of
total revenue
|
22%
|
32%
|
|
|
Sales and marketing expense was $3,643,602 and
$4,515,569 for the nine
months ended March 31, 2021 and 2020,
respectively, a 19% decrease. This was due primarily to an
decrease in variable compensation, a reduction in trade show
expense, and lower sales and marketing travel
expense.
General
and Administrative Expense
|
Nine
Months Ended
March
31,
|
Variance
|
||
|
2021
|
2020
|
Dollars
|
Percent
|
General and
administrative
|
$3,568,474
|
$3,516,313
|
$52,161
|
1%
|
Percent of total
revenue
|
22%
|
25%
|
|
|
General and administrative expense was $3,568,474
and $3,516,313 for the nine
months ended March 31, 2021 and 2020,
respectively, a 1% increase. General and administrative expense
increased year over year due to an increase in bad debt expense and
higher insurance costs. These increases were partially offset by lower
general overhead due to cost cutting measures and natural
reductions due to our “work from home” status since
April of 2020.
Depreciation and Amortization Expense
|
Nine
Months Ended
March
31,
|
Variance
|
||
|
2021
|
2020
|
Dollars
|
Percent
|
Depreciation and
amortization
|
$769,440
|
$609,037
|
$160,403
|
26%
|
Percent of total
revenue
|
5%
|
4%
|
|
|
Depreciation
and amortization expense were $769,440 and $609,037 for the
nine
months ended March 31, 2021 and 2020,
respectively, an increase of 26%. This increase is due
to the expansion of new equipment for the Company’s
information technology infrastructure, buildout of our corporate
headquarters, and expansion of our data center completed in June
2020.
Other Income and Expense
|
Nine
Months Ended
March
31,
|
Variance
|
||
|
2021
|
2020
|
Dollars
|
Percent
|
Net other income
(expense)
|
$1,263,162
|
$148,195
|
$1,114,967
|
752%
|
Percent of total
revenue
|
8%
|
1%
|
|
|
Net
other income was $1,263,162 for the nine
months ended March 31, 2021 compared
to net other income of $148,195 for the nine
months ended March 31, 2020. Other
income increased due to recognition of a gain on debt
extinguishment and higher interest income resulting from an
increase of total cash held in short term investments offset in
part by the increase in interest expense associated with financing
arrangements for equipment purchased under a lease arrangement with
a bank. The financing arrangement was paid off in August
2020.
Preferred Dividends
|
Nine
Months Ended
March
31,
|
Variance
|
||
|
2021
|
2020
|
Dollars
|
Percent
|
Preferred
dividends
|
$439,833
|
$439,833
|
$-
|
-%
|
Percent of total
revenue
|
3%
|
3%
|
|
|
Dividends accrued on
the Company’s Series B-1 Preferred was $439,833 for the nine
months ended March 31, 2021 and 2020. Dividends remained flat in
the comparable period.
Financial
Position, Liquidity and Capital Resources
We believe that our
existing cash and short-term investments, together with funds
generated from operations, are sufficient to fund operating and
investment requirements for at least the next twelve months. Our
future capital requirements will depend on many factors, including
macroeconomic conditions, our rate of revenue growth, sales and
marketing activities, the timing and extent of spending required
for research and development efforts and the continuing market
acceptance of our products and services.
|
As
of
|
Variance
|
||
|
March
31,
2021
|
June
30,
2020
|
Dollars
|
Percent
|
Cash and cash
equivalents
|
$23,176,092
|
$20,345,330
|
$2,830,762
|
14%
|
We have
historically funded our operations with cash from operations,
equity financings, and borrowings from the issuance of debt,
including our existing line of credit with U.S. Bank
N.A.
Cash was $23,176,092 and $20,345,330 at March 31,
2021 and June 30, 2020, respectively. This 14% increase
is
principally the result of growth in both software and MarketPlace
revenue, collection of accounts receivable, and extinguished
debt.
Net Cash Flows from Operating Activities
|
Nine Months Ended
March 31,
|
Variance
|
||
|
2021
|
2020
|
Dollars
|
Percent
|
Cash
provided by operating activities
|
$3,350,553
|
$2,274,427
|
$1,076,127
|
47%
|
Net cash provided by operating activities is summarized as
follows:
|
Nine Months Ended
March 31,
|
|
|
2021
|
2020
|
Net
income
|
$2,950,882
|
$1,113,441
|
Noncash
expense and income, net
|
490,413
|
1,336,460
|
Net changes
in operating assets and liabilities
|
(90,742)
|
(175,474)
|
|
$3,350,553
|
$2,274,427
|
Net cash provided by operating activities
increased 47% due largely to higher revenues and lower operating
costs. Noncash expense decreased by $846,047 in the nine
months ended March 31, 2021 compared to March 31,
2020 as a result of gain on
debt extinguishment and an increase in depreciation and
amortization offset by a decrease in stock compensation
expense.
Net Cash Flows Used in Investing Activities
|
Nine Months Ended
March 31,
|
Variance
|
||
|
2021
|
2020
|
Dollars
|
Percent
|
Cash used
in investing activities
|
$(105,391)
|
$(642,922)
|
$(537,531)
|
-84%
|
Net cash
used in investing activities for the nine months ended March 31,
2021 was $105,391 compared to net cash used in investing activities
of $642,922 for the nine months ended March 31, 2020. This decrease
in cash used in investing activities for the nine months ended
March 31, 2021 was primarily due to the buildout of new Murray, UT
headquarters and expansion of our data center that was completed in
2020 that did not occur in the same period in 2021.
Net Cash Flows from Financing Activities
|
Nine Months Ended
March 31,
|
Variance
|
||
|
2021
|
2020
|
Dollars
|
Percent
|
Cash used
in financing activities
|
$(414,400)
|
$(2,357,373)
|
$(1,942,973)
|
-82%
|
Net cash
used in financing activities totaled $414,400 for the nine months
ended March 31, 2021 as compared to cash used in financing
activities of $2,357,373 for the nine months ended March 31,
2020. The decrease in net cash used in financing activities is
primarily attributable to the payoff of a financing arrangement
with a bank partially offset by a decrease in our stock buyback
program.
Working Capital
At March 31,
2021, the Company had working capital of $20,587,385, as compared
to working capital of $18,236,664 at June 30, 2021. This $2,350,721
increase in working capital is primarily due to an increase in cash resulting from higher
revenue.
|
As of
March 31,
|
As of
June 30,
|
Variance
|
|
|
2021
|
2020
|
Dollars
|
Percent
|
Current
assets
|
$31,273,486
|
$27,148,911
|
$4,124,575
|
15%
|
Current assets as of March 31, 2021 totaled
$31,273,486, an increase of
$4,124,575, as compared to
$27,148,911 as of June 30, 2020. The increase in current
assets is primarily attributable to an increase in cash of
$2,830,762, an increase in contract assets and prepaid expense of
$702,428 and an increase in accounts receivable of
$591,385.
|
As of
March 31,
|
As of
June 30,
|
Variance
|
|
|
2021
|
2020
|
Dollars
|
Percent
|
Current
liabilities
|
$10,686,101
|
$8,912,247
|
$1,773,854
|
20%
|
Current liabilities totaled $10,686,101 as of
March 31, 2021 as compared to $8,912,247 as of June 30,
2021. The comparative increase in current liabilities is
primarily attributable to an increase of $1,340,000 in our
line of credit, $1,223,962 increase comprised of accrued liabilities and accounts payable, offset
by a decrease of $790,108 of current portion of the notes payable
and extinguished
debt.
Off-Balance Sheet Arrangements
The Company
does not have any off-balance sheet arrangements that are
reasonably likely to have a current or future effect on our
financial condition, revenue, and results of operation, liquidity
or capital expenditures.
Contractual obligations
Total
contractual obligations and commercial commitments as of March 31,
2021 are summarized in the following table:
|
Payment Due by Year
|
||||
|
Total
|
Less than 1 Year
|
1-3 Years
|
3-5 Years
|
More than 5 Years
|
Finance
lease obligations
|
$-
|
$-
|
$-
|
$-
|
$-
|
Operating
lease obligation
|
717,241
|
122,400
|
244.800
|
244,800
|
105,241
|
Critical Accounting Policies
This
Management’s Discussion and Analysis of Financial Condition
and Results of Operations discusses the Company’s financial
statements, which have been prepared in accordance with U.S.
generally accepted accounting principles.
We
commenced operations in the software development and professional
services business during 1990. The preparation of our financial
statements requires management to make estimates and assumptions
that affect reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amount of revenue and expense
during the reporting period. On an ongoing basis, management
evaluates its estimates and assumptions. Management bases its
estimates and judgments on historical experience of operations and
on various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis for making
judgments about the carrying value of assets and liabilities that
are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or
conditions.
Management
believes the following critical accounting policies, among others,
will affect its more significant judgments and estimates used in
the preparation of our consolidated financial
statements.
Income Taxes
In determining the carrying value of the Company’s net
deferred income tax assets, the Company must assess the likelihood
of sufficient future taxable income in certain tax jurisdictions,
based on estimates and assumptions, to realize the benefit of these
assets. If these estimates and assumptions change in the
future, the Company may record a reduction in the valuation
allowance, resulting in an income tax benefit in the
Company’s statements of operations. Management evaluates
whether or not to realize the deferred income tax assets and
assesses the valuation allowance quarterly.
Goodwill and Other Long-Lived Asset Valuations
Goodwill
and other long-lived assets assigned to specific reporting units
are reviewed for possible impairment at least annually or more
frequently upon the occurrence of an event or when circumstances
indicate that a reporting unit’s carrying amount is greater
than its fair value. Management reviews the long-lived tangible and
intangible assets for impairment when events or changes in
circumstances indicate that the carrying value of an asset may not
be recoverable. Management evaluates, at each balance sheet date,
whether events and circumstances have occurred which indicate
possible impairment. The carrying value of a long-lived asset is
considered impaired when the anticipated cumulative undiscounted
cash flows of the related asset or group of assets is less than the
carrying value. In that event, a loss is recognized based on the
amount by which the carrying value exceeds the estimated fair
market value of the long-lived asset. Economic useful lives of
long-lived assets are assessed and adjusted as circumstances
dictate.
Revenue
Recognition
Effective July
1, 2018, we adopted the Financial Accounting Standards
Board’s Accounting Standards Update 2014-09: Revenue from Contracts with Customers
(Topic 606), and its related amendments (“ASU 2014-09”). ASU 2014-09
provides a unified model to determine when and how revenue is
recognized and enhances certain disclosure around the nature,
timing, amount and uncertainty of revenue and cash flows arising
from customers.
ASU 2014-09
represents a change in the accounting model utilized for the
recognition of revenue and certain expense arising from contracts
with customers. We adopted ASU 2014-09 using a “modified
retrospective” approach and, accordingly, revenue and expense
totals for all periods before July 1, 2018 reflect those previously
reported under the prior accounting model and have not been
restated.
See Note 2 to
our Unaudited Consolidated Financial Statements included in
Part I, Item 1 of this Report for a full description of
the impact of the adoption of new accounting standards on our
financial statements. Following the adoption of this guidance, the
revenue recognition for our sales arrangements remained materially
consistent with our historical practice and there have been no
material changes to our critical accounting policies and estimates
as compared to our critical accounting policies and estimates
included in our Annual Report on Form 10-K for the fiscal year
ended June 30, 2020.
Share-Based Compensation
The Company
accounts for its share-based compensation to employees and
non-employees in accordance with FASB ASC 718, Compensation – Stock
Compensation. Stock-based compensation cost is measured at
the grant date, based on the estimated fair value of the award, and
is recognized as expense over the requisite service or vesting
period.
Leases
Effective July
1, 2019, the Company adopted the requirements of Accounting
Standards Update No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"), as discussed further in
Note 5. All amounts and disclosures set forth in this Report have
been updated to comply with this new standard with results for
reporting periods beginning after July 1, 2019 presented under ASU
2016-02, while prior period amounts and disclosures are not
adjusted and continue to be reported under the accounting standards
in effect for the prior period.
ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our
business is conducted principally in the United States. As a
result, our financial results are not affected by factors such as
changes in foreign currency exchange rates or economic conditions
in foreign markets. We do not engage in hedging transactions
to reduce our exposure to changes in currency exchange rates,
although if the geographical scope of our business broadens, we may
do so in the future.
Our
exposure to risk for changes in interest rates relates primarily to
our investments in short-term financial
instruments. Investments in both fixed rate and floating rate
interest earning instruments carry some interest rate
risk. The fair value of fixed rate securities may fall due to
a rise in interest rates, while floating rate securities may
produce less income than expected if interest rates
fall. Partly as a result of this, our future interest income
may fall short of expectations due to changes in interest rates or
we may suffer losses in principal if we are forced to sell
securities that have fallen in estimated fair value due to changes
in interest rates. However, as substantially all of our cash
consist of bank deposits and short-term money market instruments,
we do not expect any material change with respect to our net income
as a result of an interest rate change.
Our
exposure to interest rate changes related to borrowing has been
limited, and we believe the effect, if any, of near-term changes in
interest rates on our financial position, results of operations and
cash flows should not be material. At March 31, 2021, the debt
portfolio was composed of approximately 0% fixed rate debt and 100%
variable rate debt.
|
March 31,
2021
(Unaudited)
|
Percent of
Total Debt
|
Fixed rate
debt
|
$-
|
-%
|
Variable
rate debt
|
6,000,000
|
100%
|
Total
debt
|
$6,000,000
|
100%
|
The table
that follows presents fair values of principal amounts and weighted
average interest rates for our investment portfolio as of March 31,
2021:
Cash:
|
Aggregate
Fair Value
|
Weighted Average
Interest Rate
|
Cash
|
$23,176,092
|
1.81%
|
ITEM 4. CONTROLS AND PROCEDURES
(a)
|
Evaluation of disclosure
controls and procedures. Under
the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer,
an evaluation of the effectiveness of the design and operations of
our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
as amended (the "Exchange
Act"), as of March 31, 2021 was
completed. Based on this evaluation, our Chief Executive Officer
and Chief Financial Officer believe that our disclosure controls
and procedures are effective to ensure that information required to
be disclosed in the reports submitted under the Exchange Act is
recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms, including to ensure that
information required to be disclosed by the Company is accumulated
and communicated to management, including the principal executive
officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure.
|
(b)
|
Changes in internal controls
over financial reporting. The
Company’s Chief Executive Officer and Chief Financial Officer
have determined that there have been no changes in the
Company’s internal control over financial reporting during
the period covered by this report identified in connection with the
evaluation described in the above paragraph that have materially
affected, or are reasonably likely to materially affect, the
Company’s internal control over financial
reporting.
|
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are, from time-to-time, involved in various legal proceedings
incidental to the conduct of our business. Historically, the
outcome of all such legal proceedings has not, in the aggregate,
had a material adverse effect on our business, financial condition,
results of operations or liquidity. There is currently no
pending or threatened material legal proceeding that, in the
opinion of management, could have a material adverse effect on our
business or financial condition.
ITEM 1A. RISK FACTORS
There are
no risk factors identified by the Company in addition to the risk
factors previously disclosed in Part I, Item 1A, “Risk
Factors” in our Annual Report on Form 10-K for the fiscal
year ended June 30, 2020.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR
SECURITIES
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
Certification
of Principal Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
|
|
|
Certification
of Principal Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
|
|
101.INS
|
|
XBRL Instance
Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
SIGNATURES
In
accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
PARK CITY GROUP, INC.
|
|
||
|
|
|
|
|
Date: May 17, 2021
|
By:
|
/s/
Randall K. Fields
|
|
|
|
|
Randall K. Fields
|
|
|
|
|
Chair of the Board and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
PARK CITY GROUP, INC.
|
|
||
|
|
|
|
|
Date: May 17, 2021
|
By:
|
/s/
John R. Merrill
|
|
|
|
|
John R. Merrill
|
|
|
|
|
Chief Financial Officer
(Principal Financial Officer & Principal Accounting
Officer)
|
|
|
-23-