NOTE 1 - DESCRIPTION OF BUSINESS AND ACQUISITION OF REPOSITRAK, INC. | Summary of Business The Company is incorporated in the state of Nevada. The Company has three subsidiaries, PC Group, Inc. (formerly, Park City Group, Inc.), a Utah Corporation (98.76% owned), and Park City Group, Inc., (formerly, Prescient Applied Intelligence, Inc.), a Delaware Corporation (100% owned) and ReposiTrak, Inc., a Utah corporation (100% owned). All intercompany transactions and balances have been eliminated in consolidation. The Company designs, develops, markets and supports proprietary software products. These products are designed for businesses having multiple locations to assist in the management of business operations on a daily basis and communicate results of operations in a timely manner. In addition, the Company has built a consulting practice for business improvement that centers on the Company’s proprietary software products. The principal markets for the Company's products are multi-store retail and convenience store chains, branded food manufacturers, suppliers and distributors, and manufacturing companies, which have operations in North America, Europe, Asia and the Pacific Rim. Acquisition of ReposiTrak, Inc. On June 30, 2015, the Company consummated the acquisition of 100% of the outstanding capital stock of ReposiTrak, Inc. As a result of this acquisition, the Company gained control of ReposiTrak a 100% owned subsidiary of the Company. The accompanying audited consolidated financial statements of the Company as of and for the year ended June 30, 2015 contain the results of operations of ReposiTrak from June 30, 2015. We issued 873,438 shares of our common stock for this acquisition which expands the service we can offer to our customer base. We have accounted for the acquisition as the purchase of a business. The assets acquired and the liabilities assumed of ReposiTrak have been recorded at their respective fair values. The excess of the purchase price over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. Goodwill is attributed to buyer-specific value resulting from expected synergies, including long-term cost savings, as well as industry relationships which are not included in the fair values of assets. Goodwill will not be amortized. The purchase price consisted of the 873,438 shares of Park City Group common stock. The fair value of the shares issued was $10,821,897 and was determined using the closing price of our common stock on June 30, 2015. The price paid to acquire ReposiTrak was $10,830,897, approximately $9,000 of which was for direct transaction costs associated with the issuance of equity. The net acquisition cost of $10,799,778 which excludes $31,119 of cash acquired from ReposiTrak were allocated based on their estimated fair value of the assets acquired and liabilities assumed, as follows: Receivables $ 152,340 Prepaid expenses 17,500 Customer relationships* 2,006,951 Goodwill* 15,385,002 Accounts payable (128,126 ) Deferred revenue (598,232 ) Net assets acquired 16,835,435 Common stock issued 10,821,897 Receivables eliminated in consolidation 6,035,657 Cash received in acquisition $ 22,119 * Customer relationship and goodwill are provisional estimates pending completion of a 3rd party valuation of the acquired enterprise. Due to the fact that the acquisition took place on the last day of the fiscal year there has not been adequate time for the analysis to be done. September 30, 2014 December 31, 2014 March 31, 2015 June 30, 2015 Year Ended 2015 Year Ended 2014 Revenue $ 2,960,230 $ 2,980,095 $ 2,823,376 $ 2,808,094 $ 11,571,795 $ 9,777,431 Loss from Operations (913,569 ) (1,243,254 ) (1,349,707 ) (3,355,955 ) (6,862,485 ) (5,232,552 ) Net Loss (916,417 ) (1,270,240 ) (1,365,128 ) (3,374,962 ) (6,926,747 ) (5,303,773 ) Net Loss Applicable to Common Shareholders (1,070,890 ) (1,424,713 ) (3,642,807 ) (3,499,138 ) (9,637,548 ) (5,921,664 ) Basic and Diluted EPS (0.06 ) (0.08 ) (0.20 ) (0.19 ) (0.53 ) (0.34 ) Recent Developments Acquisition of ReposiTrak During the year ended June 30, 2015, the Company entered into agreements with each of the stockholders of ReposiTrak, Inc. (“ ReposiTrak ReposiTrak Shares ReposiTrak Acquisition Registered Direct Offering On April 15, 2015, the Company offered and sold 572,500 shares of its common stock in a registered direct offering at a price of $12.50 per share. The Company received total net proceeds from the registered direct offering of approximately $6.7 million after deducting placement agent fees and other offering expenses. Creation of Series B-1 Preferred On March 31, 2015, the Company filed with the Nevada Secretary of State the Certificate of Designation of the Relative Rights, Powers and Preferences of the Series B-1 Preferred Stock (the “ Series B-1 Certificate of Designation Series B-1 Preferred Series B Restructuring On February 4, 2015, holders of the Company’s Series B Convertible Preferred Stock (“ Series B Preferred Holders Restructuring Agreement Series B Amendment Series B Certificate of Designation PIK Shares Series B Restructuring Additional Shares Series B Warrants Warrant Shares The terms of the Series B Restructuring were amended on March 31, 2015 as follows: (i) the Series B Certificate of Designation was further amended (the “ Second Series B Amendment Private Placement On January 26, 2015, we accepted subscription agreements from certain accredited investors, including certain members of the Company's Board of Directors, to purchase an aggregate total of 95,302 shares of the Company's common stock for $9.48 per share, and five year warrants to purchase an aggregate total of 23,737 shares of common stock for $10.00 per share. The Company received gross proceeds of approximately $900,000 from this private placement. |