UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2022~~2023

☐ 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: 0-23153

Track Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

87-0543981

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

200 E. 5th Avenue Suite 100, Naperville, IL 60563

(Address of principal executive offices) (Zip Code)

(877) 260-2010

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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	☒	Smaller reporting company	☒
		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 ☐ No ☒

The number of shares outstanding of the registrant’s common stock as of May 1, ~~2022~~2023 was ~~11,578,758.~~11,863,758.

Table of Contents

TRACK GROUP, INC.

FORM 10-Q

For the Quarterly Period Ended March 31, ~~2022~~2023

INDEX

		Page

PART I. FINANCIAL INFORMATION			1

Item 1	Financial Statements	1
	Condensed Consolidated Balance Sheets (Unaudited)	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)	2
	Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows (Unaudited)	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1819
Item 3	Quantitative and Qualitative Disclosures About Market Risk	2627
Item 4	Controls and Procedures	27

PART II. OTHER INFORMATION			28

Item 1	Legal Proceedings	2728
Item1A	Risk Factors	2829
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	2829
Item 3	Defaults Upon Senior Securities	2829
Item 4	Mine Safety Disclosures	29
Item 5	Other Information	29
Item 6	Exhibits	29

Signatures		30

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TRACK GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)
March 31,
2022

September 30,
2021

Assets

Current assets:

Cash
$ 7,118,168 $ 8,421,162
Accounts receivable, net of allowance for doubtful accounts of $137,602 and $91,262, respectively
6,320,661 7,163,615
Prepaid expense and deposits
1,108,905 998,589
Inventory, net of reserves of $0 and $0, respectively
654,280 305,210
Total current assets
15,202,014 16,888,576
Property and equipment, net of accumulated depreciation of $2,712,641 and $2,615,967, respectively
180,170 202,226
Monitoring equipment, net of accumulated depreciation of $6,349,392 and $5,977,093, respectively
3,864,536 3,068,100
Intangible assets, net of accumulated amortization of $19,320,341 and $17,607,457, respectively
19,200,360 20,434,143
Goodwill
8,590,773 8,519,998
Deferred tax asset
- 101,159
Other assets
4,305,681 4,309,040
Total assets
$ 51,343,534 $ 53,523,242

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable
$ 1,705,442 $ 2,821,982
Accrued liabilities
3,280,713 4,350,030
Current portion of long-term debt
548,537 526,134
Total current liabilities
5,534,692 7,698,146
Long-term debt, net of current portion
43,265,114 43,452,216
Long-term liabilities
22,858 3,650
Total liabilities
48,822,664 51,154,012

Commitments and contingencies (Notes 16 and 23)

Stockholders’ equity:

Common stock, $0.0001 par value: 30,000,000 shares authorized; 11,541,452 and 11,524,978 shares outstanding, respectively
1,154 1,152
Series A Convertible Preferred stock, $0.0001 par value: 1,200,000 shares authorized; 0 shares outstanding
0 0
Paid in capital
302,258,446 302,250,954
Accumulated deficit
(298,681,608
)
(298,828,527
)
Accumulated other comprehensive loss
(1,057,122
)
(1,054,349
)
Total equity
2,520,870 2,369,230
Total liabilities and stockholders’ equity
$ 51,343,534 $ 53,523,242

~~The accompanying notes are an integral part of these condensed consolidated statements.~~

~~-1-~~

~~Table of Contents~~

~~TRACK GROUP, INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~AND COMPREHENSIVE INCOME~~

~~(Unaudited)~~

Three Months Ended

Six Months Ended

March 31,

March 31,

March 31,

March 31,

2022

2021

2022

2021

Revenue:

Monitoring and other related services
$ 8,842,486 $ 9,742,290 $ 18,312,215 $ 19,014,019
Product sales and other
641,633 119,540 767,560 249,716
Total revenue
9,484,119 9,861,830 19,079,775 19,263,735

Cost of revenue:

Monitoring, products and other related services
4,152,219 3,901,824 8,083,797 7,602,250
Depreciation and amortization included in cost of revenue
792,915 525,022 1,656,764 1,013,697
Total cost of revenue
4,945,134 4,426,846 9,740,561 8,615,947

Gross profit
4,538,985 5,434,984 9,339,214 10,647,788

Operating expense:

General & administrative
2,770,657 2,313,836 5,269,016 4,714,571
Selling & marketing
720,709 614,409 1,418,581 1,164,866
Research & development
625,477 334,569 1,216,329 641,863
Depreciation & amortization
414,771 510,067 831,572 1,041,830
Total operating expense
4,531,614 3,772,881 8,735,498 7,563,130

Operating income
7,371 1,662,103 603,716 3,084,658

Other income (expense):

Interest expense, net
(458,176
)
(565,522
)
(939,736
)
(1,205,544
)
Currency exchange rate gain
396,369 124,216 290,091 942,842
Other income, net
633,471 1,000,756 633,471 1,000,782
Total other income (expense)
571,664 559,450 (16,174
)
738,080
Income before income tax
579,035 2,221,553 587,542 3,822,738
Income tax expense
126,794 37,322 440,623 315,013
Net income attributable to common shareholders
452,241 2,184,231 146,919 3,507,725
Foreign currency translation adjustments
20,085 (265,347
)
(2,773
)
52,489
Comprehensive income
$ 472,326 $ 1,918,884 $ 144,146 $ 3,560,214

Net income per share – basic:

Net income per share
$ 0.04 $ 0.19 $ 0.01 $ 0.31
Weighted average shares outstanding
11,541,452 11,435,291 11,533,296 11,424,605

Net income per share – diluted:

Net income per share
$ 0.04 $ 0.18 $ 0.01 $ 0.29
Weighted average shares outstanding
11,955,969 12,056,918 11,961,407 12,072,079

	(Unaudited)
	March 31,			September 30,
	2023			2022
Assets
Current assets:
Cash	$	4,014,530		$	5,311,104
Accounts receivable, net of allowance for doubtful accounts of $197,748 and $102,570, respectively		5,490,432			6,236,555
Prepaid expense and deposits		509,431			769,006
Inventory, net of reserves of $0 and $0, respectively		991,754			1,053,245
Other current assets		-			284,426
Total current assets		11,006,147			13,654,336
Property and equipment, net of accumulated depreciation of $1,893,809 and $1,829,588, respectively		147,391			170,329
Monitoring equipment, net of accumulated depreciation of $6,400,702 and $5,950,639, respectively		5,703,446			3,624,101
Intangible assets, net of accumulated amortization of $16,141,503 and $14,804,269, respectively		14,889,905			15,661,417
Goodwill		8,032,723			8,061,002
Other assets		3,056,248			3,509,655
Total assets	$	42,835,860		$	44,680,840

Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	2,218,609		$	2,858,915
Accrued liabilities		3,013,254			3,042,443
Current portion of long-term debt		545,865			456,681
Total current liabilities		5,777,728			6,358,039
Long-term debt, net of current portion		42,873,560			42,979,243
Long-term liabilities		329,133			398,285
Total liabilities		48,980,421			49,735,567

Commitments and contingencies (Note 23)

Stockholders’ equity (deficit):
Common stock, $0.0001 par value: 30,000,000 shares authorized; 11,863,758 and 11,863,758 shares outstanding, respectively		1,186			1,186
Preferred stock, $0.0001 par value: 20,000,000 shares authorized; 0 shares outstanding		-			-
Series A Convertible Preferred stock, $0.0001 par value: 1,200,000 shares authorized; 0 shares outstanding		-			-
Paid in capital		302,550,802			302,437,593
Accumulated deficit		(307,667,763	)		(306,218,889	)
Accumulated other comprehensive loss		(1,028,786	)		(1,274,617	)
Total equity (deficit)		(6,144,561	)		(5,054,727	)
Total liabilities and stockholders’ equity (deficit)	$	42,835,860		$	44,680,840

The accompanying notes are an integral part of these condensed consolidated statements.

~~-2-~~-1-

Table of Contents

TRACK GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

Three Months Ended

Six Months Ended

March 31,

March 31,

March 31,

March 31,

2023

2022

2023

2022

Revenue:

Monitoring and other related services
$ 8,179,025 $ 8,842,486 $ 16,468,807 $ 18,312,215
Product sales and other
129,021 641,633 694,930 767,560
Total revenue
8,308,046 9,484,119 17,163,737 19,079,775

Cost of revenue:

Monitoring, products and other related services
3,721,527 4,152,219 7,623,521 8,083,797
Depreciation and amortization included in cost of revenue
843,714 792,915 1,616,733 1,656,764
Total cost of revenue
4,565,241 4,945,134 9,240,254 9,740,561

Gross profit
3,742,805 4,538,985 7,923,483 9,339,214

Operating expense:

General & administrative
2,869,799 2,770,657 5,624,320 5,269,016
Selling & marketing
768,871 720,709 1,498,341 1,418,581
Research & development
706,772 625,477 1,296,577 1,216,329
Depreciation & amortization
247,574 414,771 495,283 831,572
Total operating expense
4,593,016 4,531,614 8,914,521 8,735,498

Operating income (loss)
(850,211
)
7,371 (991,038
)
603,716

Other income (expense):

Interest expense, net
(400,976
)
(458,176
)
(820,526
)
(939,736
)
Currency exchange rate gain
71,792 396,369 554,943 290,091
Other income, net
- 633,471 - 633,471
Total other income (expense)
(329,184
)
571,664 (265,583
)
(16,174
)
Income (loss) before income tax
(1,179,395
)
579,035 (1,256,621
)
587,542
Income tax expense
305,863 126,794 192,253 440,623
Net income (loss) attributable to common shareholders
(1,485,258
)
452,241 (1,448,874
)
146,919
Foreign currency translation adjustments
93,585 20,085 245,831 (2,773
)
Comprehensive income (loss)
$ (1,391,673
)
$ 472,326 $ (1,203,043
)
$ 144,146

Net income (loss) per share – basic:

Net income (loss) per share
$ (0.13
)
$ 0.04 $ (0.12
)
$ 0.01
Weighted average shares outstanding
11,863,758 11,541,452 11,863,758 11,533,296

Net income (loss) per share – diluted:

Net income (loss) per share
$ (0.13
)
$ 0.04 $ (0.12
)
$ 0.01
Weighted average shares outstanding
11,863,758 11,955,969 11,863,758 11,961,407

The accompanying notes are an integral part of these condensed consolidated statements.

-2-

Table of Contents

TRACK GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

Common Stock

Paid-in

Accumulated

Comprehensive

Shares

Amount

Capital

Deficit

Income (Loss)

Total

Balance September 30, 2021
11,524,978 $ 1,152 $ 302,250,954 $ (298,828,527
)
$ (1,054,349
)
$ 2,369,230

Issuance of Common Stock for options/warrants exercised
16,474 2 (2
)
0 0 0
Cash received for options/warrants exercised
- 0 10,570 0 0 10,570
Tax withheld on issuance of Common Stock
- 0 (3,076
)
0 0 (3,076
)
Foreign currency translation adjustments
- 0 0 0 (22,858
)
(22,858
)
Net loss
- 0 0 (305,322
)
0 (305,322
)
Balance December 31, 2021
11,541,452 $ 1,154 $ 302,258,446 $ (299,133,849
)
$ (1,077,207
)
$ 2,048,544

Foreign currency translation adjustments
- 0 0 0 20,085 20,085
Net income
- 0 0 452,241 0 452,241
Balance March 31, 2022
11,541,452 $ 1,154 $ 302,258,446 $ (298,681,608
)
$ (1,057,122
)
$ 2,520,870

Common Stock

Paid-in

Accumulated

Comprehensive

Shares

Amount

Capital

Deficit

Income (Loss)

Total

Balance September 30, 2022
11,863,758 $ 1,186 $ 302,437,593 $ (306,218,889
)
$ (1,274,617
)
$ (5,054,727
)
Stock-based compensation
61,750 61,750
Foreign currency translation adjustments
152,246 152,246
Net income
36,384 36,384
Balance December 31, 2022
11,863,758 $ 1,186 $ 302,499,343 $ (306,182,505
)
$ (1,122,371
)
$ (4,804,347
)
Stock-based compensation
51,459 51,459
Foreign currency translation adjustments
93,585 93,585
Net loss
(1,485,258
)
(1,485,258
)
Balance March 31, 2023
11,863,758 $ 1,186 $ 302,550,802 $ (307,667,763
)
$ (1,028,786
)
$ (6,144,561
)

	Common Stock				Paid-in			Accumulated			Comprehensive						Common Stock				Paid-in			Accumulated			Comprehensive
	Shares		Amount		Capital			Deficit			Income (Loss)			Total			Shares		Amount		Capital			Deficit			Income (Loss)			Total

Balance September 30, 2020		11,414,150	$	1,141	$	302,270,242		$	(302,270,933	)	$	(921,073	)	$	(920,623	)
Balance September 30, 2021																		11,524,978	$	1,152	$	302,250,954		$	(298,828,527	)	$	(1,054,349	)	$	2,369,230

Issuance of Common Stock for options/warrants exercised																		16,474		2		(2	)		-			-			-
Cash received for options/warrants exercised																		-		-		10,570			-			-			10,570
Tax withheld on issuance of Common Stock																		-		-		(3,076	)		-			-			(3,076	)
Foreign currency translation adjustments																		-		-		-			-			(22,858	)		(22,858	)
Net loss																		-		-		-			(305,322	)		-			(305,322	)
Balance December 31, 2021																		11,541,452	$	1,154	$	302,258,446		$	(299,133,849	)	$	(1,077,207	)	$	2,048,544

Foreign currency translation adjustments		-		0		0			0			317,835			317,835			-		-		-			-			20,085			20,085
Net income		-		0		0			1,323,494			0			1,323,494			-		-		-			452,241			-			452,241
Balance December 31, 2020		11,414,150	$	1,141	$	302,270,242		$	(300,947,439	)	$	(603,238	)	$	720,706

Foreign currency translation adjustments		-		0		0			0			(265,347	)		(265,347	)
Issuance of Common Stock for options/warrants exercised		39,640		4		(4	)		0			0			0
Net income		-		0		0			2,184,231			0			2,184,231
Balance March 31, 2021		11,453,790	$	1,145	$	302,270,238		$	(298,763,208	)	$	(868,585	)	$	2,639,590
Balance March 31, 2022																		11,541,452	$	1,154	$	302,258,446		$	(298,681,608	)	$	(1,057,122	)	$	2,520,870

The accompanying notes are an integral part of these condensed consolidated statements.

-3-

Table of Contents

TRACK GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended March 31,						Six Months Ended March 31,
	2022			2021			2023			2022
Cash flows provided by operating activities:
Net income	$	146,919		$	3,507,725
Adjustments to reconcile net income to net cash provided by operating activities:
Net income (loss)							$	(1,448,874	)	$	146,919
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		2,488,336			2,055,527			2,112,016			2,488,336
Bad debt recovery		(11,506	)		(6,257	)
Bad debt expense (recovery)								88,536			(11,506	)
Loss on monitoring equipment included in cost of revenue		185,484			219,629			210,257			185,484
Amortization of debt issuance costs		70,742			4,922			85,001			70,742
Amortization of monitoring center assets included in cost of revenue		224,191			-			280,502			224,191
Income on extinguishment of debt		-			(1,000,756	)
Stock based compensation								113,209			-
Income on forgiveness of accrued vendor expenses		(633,471	)		-			-			(633,471	)
Foreign currency exchange gain		(290,091	)		(942,842	)		(554,943	)		(290,091	)
Change in assets and liabilities:
Accounts receivable, net		746,130			(1,125,860	)		746,123			746,130
Inventories		109,934			4,200			61,491			109,934
Prepaid expense, deposits, deferred tax assets and other assets		(173,884	)		(2,353,455	)		1,109,230			(173,884	)
Accounts payable		(1,117,465	)		(498,947	)		(640,306	)		(1,117,465	)
Accrued liabilities		(481,969	)		985,199			(29,189	)		(481,969	)
Net cash provided by operating activities		1,263,350			849,085			2,133,053			1,263,350

Cash flow used in investing activities:
Purchase of property and equipment		(52,970	)		(94,307	)		(20,809	)		(52,970	)
Capitalized software		(310,525	)		(897,681	)		(430,691	)		(310,525	)
Purchase of monitoring equipment and parts		(1,995,641	)		(1,661,469	)		(3,096,822	)		(1,995,641	)
Net cash used in investing activities		(2,359,136	)		(2,653,457	)		(3,548,322	)		(2,359,136	)

Cash flow provided by/(used in) financing activities:
Payment of deferred financing fees		0			(271,084	)
Cash flow used in financing activities:
Principal payments on long-term debt		(256,636	)		(48,462	)		(276,666	)		(256,636	)
Tax withholdings related to net share settlement of equity-based awards		(3,076	)		0			-			(3,076	)
Proceeds from exercise of stock options		10,570			0			-			10,570
Proceeds from notes payable		0			1,943,213
Net cash provided by/(used in) financing activities		(249,142	)		1,623,667
Net cash used in financing activities								(276,666	)		(249,142	)

Effect of exchange rate changes on cash		41,934			98,133			395,361			41,934

Net decrease in cash		(1,302,994	)		(82,572	)		(1,296,574	)		(1,302,994	)
Cash, beginning of period		8,421,162			6,762,099			5,311,104			8,421,162
Cash, end of period	$	7,118,168		$	6,679,527		$	4,014,530		$	7,118,168

Cash paid for interest	$	952,708		$	40,490		$	934,772		$	952,708
Cash paid for taxes	$	320,545		$	555,372		$	442,092		$	320,545

Non-cash investing and financing activities
Interest previously in accrued liabilities and added to Notes Payable (See Note 19)	$	0		$	12,531,556

The accompanying notes are an integral part of these condensed consolidated statements.

-4-

Table of Contents

TRACK GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) BASIS OF PRESENTATION

The unaudited interim condensed consolidated financial information of Track Group, Inc. and subsidiaries (collectively, the “Company” or “Track Group”) has been prepared in accordance with the Instructions to Form 10-Q and Article 8 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying interim consolidated financial information contains all adjustments, consisting only of normal recurring adjustments necessary to present fairly the Company’s financial position as of March 31, ~~2022,~~2023, and results of its operations for the three and six months ended March 31, ~~2022.~~2023. These financial statements should be read in conjunction with the audited annual consolidated financial statements and notes thereto that are included in the Company’s Annual Report on Form 10-K for the year ended September 30, ~~2021,~~2022, filed with the SEC on December 16, ~~2021.~~2022. The results of operations for the three ~~and~~ ~~six~~months ended March 31, ~~2022~~2023 may not be indicative of the results for the fiscal year ending September 30, ~~2022.~~2023.

As of March 31, ~~2022~~2023 and September 30, ~~2021,~~2022, the Company had an accumulated deficit of ~~$298,681,608~~$307,667,763 and ~~$298,828,527,~~$306,218,889, respectively. The Company had anet loss of ($1,448,874) and net income of $146,919 ~~and $3,507,725~~ for the six months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively. ~~As of~~ ~~March 31, 2022,~~ ~~the~~The Company ~~had~~has $42,864,000 of debt maturing in July ~~2024~~2024. ~~and~~On April 27, 2023 the Company announced a three year extension of its $42.9 million debt to July 1, 2027 (See Note 19). The Company also has six notes payable maturing between January 2, 2024 and February 17, 2025 related to the construction of two monitoring centers ~~in Chile~~related to a new contract, with outstanding balances due for the six notes totaling ~~$1,276,628 (See~~$691,775, net of deferred financing fees at March 31, 2023 (See Note 19). The Company’s ~~continuation of~~ability to return to profitable operations is dependent upon generating a level of revenue adequate to support its cost structure, which it ~~has~~ achieved on an operating basis ~~although~~in the ~~Company needs~~fiscal year ended September 30, 2021 and was close to ~~resolve its largest debt obligation which matures on~~achieving in the fiscal year ended ~~July 1, 2024.~~September 30, 2022, excluding the approximate $1.7 million asset impairment. Management has evaluated the significance of these conditions, as well as, the recent change in the maturity date and has determined that the Company can meet its operating obligations for a reasonable period of time. The Company expects to fund operations using cash on hand and through operational cash flows through the upcoming twelve months.

(2) PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Track Group, Inc. and its active subsidiaries, Track Group Analytics Limited, Track Group Americas, Inc., Track Group International LTD., and Track Group - Chile SpA. All ~~significant~~ inter-company transactions have been eliminated in consolidation.

(3) RECENT ACCOUNTING STANDARDS

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies, which are adopted by the Company as of the specified effective date.

Recently Issued Accounting Standards

In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-04, “Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ~~The new guidance~~ASU 2017-04 simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ~~The new guidance~~ASU 2017-04 became effective for accelerated filing companies ~~became effective~~ for annual periods or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and all other entities should adopt the amendments in ~~this update~~ASU 2017-04 for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2022. The amendment should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. ~~Management~~The Company will adopt ASU 2017-04 in fiscal year 2024. The Company does not anticipate that this adoption will have a significant impact on its consolidated financial position, results of operations, or cash flows.

- 5-

Table of Contents
In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments” (“ASU 2016-03”). ASU 2016-13 adds a current expected credit loss (“CECL”) impairment model to ~~U.S.~~ GAAP that is based on expected losses rather than incurred losses. Modified retrospective adoption is required with any cumulative-effect adjustment recorded to retained earnings as of the beginning of the period of adoption. ASU 2016-13 became effective for fiscal years beginning after December 15, 2019, excluding smaller reporting entities, which will be effective for fiscal years beginning after December 15, 2022. The Company will adopt ASU 2016-13 in fiscal year 2024. The Company does not expect the application of the CECL impairment model to have a significant impact on our allowance for uncollectible amounts for accounts receivable.
- 5-

~~Table of Contents~~

(4) IMPAIRMENT OF LONG-LIVED ASSETS

The Company reviews its long-lived assets for impairment when events or changes in circumstances indicate that the book value of an asset may not be recoverable and in the case of goodwill, at least annually. The Company evaluates whether events and circumstances have occurred which indicate possible impairment as of each balance sheet date. If the carrying amount of an asset exceeds its fair value, an impairment charge is recognized for the amount by which the carrying amount exceeds the estimated fair value of the asset. Impairment of long-lived assets is assessed at the lowest levels for which there is an identifiable fair value that is independent of other groups of assets.

(5) BUSINESS COMBINATIONS

The Company accounts for its business acquisitions under the acquisition method of accounting as indicated in Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” (“ASC 805”), which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed and any non-controlling interest in the acquiree, and establishes the acquisition date as the fair value measurement point. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities and non-controlling interest in the acquiree, based on fair value estimates as of the date of acquisition. In accordance with ASC 805, the Company recognizes and measures goodwill as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired.

Acquired Assets and Assumed Liabilities

Pursuant to ASC~~No.~~ 805-10-25, if the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, but during the allowed measurement period not to exceed one year from the acquisition date, the Company retrospectively adjusts the provisional amounts recognized at the acquisition date, by means of adjusting the amount recognized for goodwill.

Contingent Consideration

In certain acquisitions, the Company has agreed to pay additional amounts to the seller contingent upon achievement by the acquired businesses of certain future goals, which may include revenue milestones, new customer accounts and earnings targets. The Company records contingent consideration based on its estimated fair value as of the date of the acquisition. The Company evaluates and adjusts the value of contingent consideration, if necessary, at each reporting period based on the progress toward and likely achievement of certain targets on which issuance of the contingent consideration is based. Any differences between the acquisition-date fair value and the changes in fair value of the contingent consideration subsequent to the acquisition date are recognized in current period earnings until the arrangement is settled. If there is uncertainty surrounding the value of contingent consideration, then the Company’s policy is to wait until the end of the measurement period before making an adjustment.

(6) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) includes net income (loss) as currently reported under GAAP and other comprehensive income (loss). Other comprehensive income (loss) considers the effects of additional economic events, such as foreign currency translation adjustments, that are not required to be recorded in determining net income (loss), but rather are reported as a separate component of stockholders’ equity. The Chilean Peso, New Israeli Shekel and the Canadian Dollar are used as functional currencies of the following operating subsidiaries: (i) Track Group Chile SpA; (ii) Track Group International Ltd.; and (iii) Track Group Analytics Limited, respectively. The balance sheets of all subsidiaries have been converted into United States Dollars at the prevailing exchange rate at March 31, ~~2022.~~2023.

- 6-
Table of Contents

(7) NET INCOME (LOSS) PER COMMON SHARE

Basic net income (loss) per common share (“Basic EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per common share (“Diluted EPS”) is computed by dividing net income (loss) attributable to common stockholders by the sum of the weighted-average number of common shares outstanding and the weighted-average dilutive common share equivalents outstanding. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect.

- 6-

~~Table of Contents~~
Common share equivalents consist of shares issuable upon the exercise of options to purchase shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”) (“options”) and ~~warrants.~~warrants to purchase Common Stock (“warrants”). As of March 31, ~~2022~~2023 and ~~2021,~~2022, there were 103,911 and 15,000 of outstanding common share equivalents that were not included in the computation of ~~Basic EPS and~~ Diluted EPS for the six months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively, as their effect would be anti-dilutive.

At March 31, 2023 all stock options and warrants had exercise prices that were above the market price of $0.42, and have been excluded from the diluted earnings per share calculations. At March 31, 2022, 394,373 stock options and warrants had exercise prices that were below the market price of $1.50, and ~~have been included in the basic and diluted earnings per share calculations. At~~ ~~March 31, 2021,~~ ~~574,387 stock options and warrants had exercise prices that~~ were ~~below the market price of $1.60, and have been~~ included in the basic and diluted earnings per share calculations.

The common stock equivalents outstanding as of March 31, ~~2022~~2023 and ~~2021~~2022 consisted of the following:

March 31,

March 31,

March 31,

March 31,

2022

2021

2023

2022

Exercisable common stock options and warrants
409,373 589,387
Issuable common stock options and warrants
103,911 409,373
Total common stock equivalents
409,373 589,387 103,911 409,373

(8) REVENUE RECOGNITION

Monitoring and Other Related Services. Monitoring services include two components: (i) lease contracts pursuant to which the Company provides monitoring services and lease devices to distributors or end users and the Company retains ownership of the leased device; and (ii) monitoring services purchased by distributors or end users who have previously purchased monitoring devices and opt to use the Company’s monitoring services. Sales of devices and leased GPS devices are required to use the Company’s monitoring service and both the GPS leased devices and monitoring services are accounted for as a single performance obligation. Monitoring revenue is recognized ratably over time, as the customer simultaneously receives and consumes the benefit of these services as they are performed. Payment due or received from the customers prior to rendering the associated services are recorded as deferred revenue.
The balance of accounts receivables at March 31, 2023 of $5,490,432 includes an unbilled balance of $550,887 and the balance of accounts receivable at September 30, 2022 of $6,236,555 included an unbilled balance of $777,514. The balance of accounts receivable at September 30, 2021 ~~and~~ ~~October 1, 2020~~ ~~are $6,320,661,~~of $7,163,615 ~~and $5,546,213, respectively.~~included an unbilled balance of $420,697. The balances of the deferred revenue at March 31, 2023, September 30, 2022 and September 30, 2021 are $1,292, $3,299, and ~~October 1, 2020~~ ~~are $24,913,~~ $22,500, ~~and $147,921,~~ respectively and ~~are~~were included in accrued liabilities on the Condensed Consolidated Balance Sheets. The Company recognized $718 and $3,730, respectively, of deferred revenue in the three and six months ended March 31, 2023 and $92,015 and $99,515, respectively, of deferred revenue in the three and six months ended March 31, ~~2022~~ ~~and $43,119 and $91,935, respectively, of deferred revenue in the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~March 31, 2021.~~2022.

Product Sales and Other. The Company sells devices and replacement parts to customers under certain contracts, as well as law enforcement software licenses and maintenance, and analytical software. Revenue from the sale of devices and parts is recognized upon their transfer of control to the customer, which is generally upon delivery. Delivery is considered complete at either the time of shipment or arrival at destination, based on the agreed upon terms within the contract. Payment terms are generally 30 days from invoice date.

- 7-
Table of Contents
Multiple Element Arrangements. The majority of our revenue transactions do not have multiple elements. However, on occasion, the Company may enter into revenue transactions that have multiple elements. These may include different combinations of products or services that are included in a single billable rate. These products or services are delivered over time as the customer utilizes our services. In cases where obligations in a contract are distinct and thus require separation into multiple performance obligations, revenue recognition guidance requires that contract consideration be allocated to each distinct performance obligation based on its relative standalone selling price. The value allocated to each performance obligation is then recognized as revenue when the revenue recognition criteria for each distinct promise or bundle of promises has been met.

The standalone selling price for each performance obligation is an amount that depicts the amount of consideration to which the entity expects to be entitled in exchange for transferring the good or service. When there is only one performance obligation associated with a contract, the entire sale value is attributed to that obligation. When a contract contains multiple performance obligations the transaction value is first allocated using the observable price, which is generally a list price net of applicable discount, or the price used to sell in similar circumstances. In circumstances when a selling price is not directly observable, the Company will estimate the standalone selling price using information available to us.
- 7-

~~Table of Contents~~

The following table presents the Company’s revenue by geography, based on management’s assessment of available data:

Three Months Ended
March 31, 2022

Three Months Ended
March 31, 2021

Three Months Ended
March 31, 2023

Three Months Ended
March 31, 2022

Total
Revenue

% of Total
Revenue

Total
Revenue

% of Total
Revenue

Total
Revenue

% of Total
Revenue

Total
Revenue

% of Total
Revenue

United States
6,545,066 69
%
$ 7,399,434 75
%
5,929,880 71%

$ 6,545,066 69%

Latin America
2,275,193 24
%
2,365,906 24
%
2,304,192 28%

2,275,193 24%

Other
663,860 7
%
96,490 1
%
73,974 1%

663,860 7%

Total
$ 9,484,119 100
%
$ 9,861,830 100
%
$ 8,308,046 100%

$ 9,484,119 100%

Six Months Ended
March 31, 2022

Six Months Ended
March 31, 2021

Six Months Ended
March 31, 2023

Six Months Ended
March 31, 2022

Total
Revenue

% of Total
Revenue

Total
Revenue

% of Total
Revenue

Total
Revenue

% of Total
Revenue

Total
Revenue

% of Total
Revenue

United States
13,452,326 71
%
$ 14,197,191 74
%
12,032,230 70%

$ 13,452,326 71%

Latin America
4,826,915 25
%
4,872,319 25
%
4,586,564 27%

4,826,915 25%

Other
800,534 4
%
194,225 1
%
544,943 3%

800,534 4%

Total
$ 19,079,775 100
%
$ 19,263,735 100
%
$ 17,163,737 100%

$ 19,079,775 100%

The above table includes total revenue for the Company, of which monitoring and other related services is the majority (approximately 98% and 96% for the three and six months ended March 31, 2023, respectively, and approximately 93% and 96% for the three and six months ended March 31, 2022, ~~respectively and approximately 99% for the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~March 31, 2021,~~ respectively) of the Company’s revenue. Latin America includes the Bahamas, Chile, Puerto Rico, Panama and the U.S. Virgin Islands, ~~in the~~ ~~six~~ ~~months ended~~ ~~March 31, 2022~~ and ~~includes Bahamas, Chile, Puerto Rico, Mexico and the U.S. Virgin Islands in the~~ ~~six~~ ~~months ended~~ ~~March 31, 2021.~~ ~~Other~~other includes Canada and Saudi ~~Arabia in the~~ ~~six~~ ~~months ended~~ ~~March 31, 2022,~~ ~~and~~ ~~2021.~~Arabia.

(9) PREPAID EXPENSE AND DEPOSITS

As of March 31, ~~2022,~~2023, and September 30, ~~2021,~~2022, the outstanding balance of prepaid expense and deposits was ~~$1,108,905~~$509,431 and ~~$998,589,~~$769,006, respectively. These balances are comprised largely of tax deposits, ~~prepaid bond insurance,~~ vendor deposits and other prepaid supplier expense.

- 8-
Table of Contents

(10) INVENTORY

Inventory is valued at the lower of the cost or net realizable value. Cost is determined using the ~~standard costing~~first-in/first-out method. Net realizable value is determined based on the item selling price. Inventory is periodically reviewed in order to identify obsolete or damaged items or impaired values.

Inventory primarily consists of ~~printed~~completed circuit boards and other parts used ~~in the assembly of monitoring equipment and for minor repairs of ReliAlert®, and other tracking~~to manufacture new devices. Completed and shipped ~~ReliAlert® and other tracking~~ReliAlert™ devices are reflected in Monitoring Equipment. As of March 31, ~~2022~~2023 and September 30, ~~2021,~~2022, inventory consisted of the following:

March 31,
2022

September 30,
2021

Finished goods inventory
$ 654,280 $ 305,210
Reserve for damaged or obsolete inventory
0 0
Total inventory, net of reserves
$ 654,280 $ 305,210
- 8-

~~Table of Contents~~

March 31,
2023

September 30,
2022

Monitoring equipment component boards inventory
$ 991,754 $ 1,053,245
Reserve for damaged or obsolete inventory
- -
Total inventory, net of reserves
$ 991,754 $ 1,053,245

The Company uses a third-party fulfillment service ~~provider that assembles all~~provider. As a result of this service, the Company’s employees do not actively assemble new products ~~and repairs the majority~~or repair a significant amount of ~~damaged inventory or~~ monitoring equipment shipped directly from ~~suppliers and customers.~~suppliers. Purchases of monitoring equipment are recognized directly. Management believes this process reduces maintenance and fulfillment costs associated with inventory and monitoring equipment. ~~Management reviews inventory regularly to identify damaged or obsolete inventory and reserves for potential losses. The Company recorded charges of~~ $0 ~~and $11,103 during both the~~ ~~three~~ ~~months and~~ ~~six~~ ~~months ended~~ ~~March 31, 2022~~ ~~and~~ ~~2021,~~ respectively, for inventory that was obsolete, lost or damaged. Obsolete, lost and damaged inventory charges are included in Monitoring, products & other related service costs in the Condensed Consolidated Statement of Operations.

(11) PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of March 31, ~~2022~~2023 and September 30, ~~2021:~~2022:

March 31,
2022

September 30,
2021

March 31,
2023

September 30,
2022

Equipment, software and tooling
$ 1,385,973 $ 1,332,379 $ 1,429,892 $ 1,399,288
Automobiles
5,138 5,034 5,125 4,187
Leasehold improvements
1,287,507 1,268,486 385,857 380,586
Furniture and fixtures
214,193 212,294 220,326 215,856
Total property and equipment
2,892,811 2,818,193
Total property and equipment before accumulated depreciation
2,041,200 1,999,917
Accumulated depreciation
(2,712,641
)
(2,615,967
)
(1,893,809
)
(1,829,588
)
Property and equipment, net of accumulated depreciation
$ 180,170 $ 202,226 $ 147,391 $ 170,329

Property and equipment depreciation expense for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022 was ~~$36,603~~$23,455 and ~~$112,256,~~$36,603, respectively. Property and equipment depreciation expense for the six months ended March 31, ~~2022~~2023 and ~~2021~~2022 was ~~$75,230~~$47,050 and ~~$224,465,~~$75,230, respectively.

(12) MONITORING EQUIPMENT

The Company leases monitoring equipment to agencies for offender tracking under contractual service agreements. The monitoring equipment is amortized using the straight-line method over an estimated useful life of between ~~one~~three and five years. Monitoring equipment as of March 31, ~~2022~~2023 and September 30, ~~2021~~2022 was as follows:

March 31,
2022

September 30,
2021

March 31,
2023

September 30,
2022

Monitoring equipment
$ 10,213,928 $ 9,045,193 $ 12,104,148 $ 9,574,740
Less: Accumulated depreciation
(6,349,392
)
(5,977,093
)
Less: accumulated depreciation
(6,400,702
)
(5,950,639
)
Monitoring equipment, net of accumulated depreciation
$ 3,864,536 $ 3,068,100 $ 5,703,446 $ 3,624,101

Depreciation of monitoring equipment for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022 was ~~$324,628~~$411,510 and ~~$372,784,~~$324,628, respectively. Depreciation of monitoring equipment for the six months ended March 31, ~~2022~~2023 and ~~2021~~2022 was ~~$718,409~~$753,578 and ~~$710,344,~~$718,409, respectively. Depreciation expense for monitoring devices is recognized in cost of revenue. During the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, the Company recorded charges of ~~$86,187~~$144,363 and ~~$109,506,~~$86,187, respectively, for devices that were lost, stolen or damaged. During the six months ended March 31, ~~2022~~2023 and ~~March 31, 2021,~~ 2022,the Company recorded charges of ~~$185,484~~$210,257 and ~~$219,629,~~$185,484, respectively, for devices that were lost, stolen or damaged. Lost, stolen and damaged items are included in Monitoring, products & other related service costs in the Condensed Consolidated ~~Statement~~Statements of Operations.

- 9-
Table of Contents

(13) INTANGIBLE ASSETS

The following table summarizes intangible assets at March 31, ~~2022~~2023 and September 30, ~~2021,~~2022, respectively:

March 31,
2022

September 30,
2021

Patent & royalty agreements
$ 21,120,565 $ 21,120,565
Developed technology
15,398,149 14,919,562
Customer relationships
1,860,000 1,860,000
Trade name
141,987 141,473
Total intangible assets
38,520,701 38,041,600
Accumulated amortization
(19,320,341
)
(17,607,457
)
Intangible assets, net of accumulated amortization
$ 19,200,360 $ 20,434,143
- 9-

~~Table of Contents~~

March 31, 2023

September 30, 2022

Gross

Accumulated Amortization

Net

Gross

Accumulated Amortization

Net

Patent & royalty agreements
$ 21,120,565 $ (13,692,948 ) $ 7,427,617 $ 21,120,565 $ (13,027,465 ) $ 8,093,100
Developed technology
9,771,283 (2,313,176 ) 7,458,107 9,206,006 (1,649,563 ) 7,556,443
Trade name
139,560 (135,379 ) 4,181 139,115 (127,241 ) 11,874
Total intangible assets
$ 31,031,408 $ (16,141,503 ) $ 14,889,905 $ 30,465,686 $ (14,804,269 ) $ 15,661,417

The intangible assets summarized above were purchased or developed on various dates from July 2011 through March 31, ~~2022.~~2023. Amortization expense for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022 was $656,323 and $846,455, respectively. Amortization expense included in cost of revenue on the Condensed Consolidated Statements of Operations for three months ended March 31, 2023 and ~~$550,050,~~2022 was $432,204 and $468,287, respectively. Amortization expense included in operating expense on the Condensed Consolidated Statements of Operations for three months ended March 31, 2023 and 2022 was $224,119 and $378,168, respectively. Amortization expense for the six months ended March 31, ~~2022~~2023 and ~~2021~~2022 was $1,311,388 and $1,694,697, respectively. Amortization expense included in cost of revenue on the Condensed Consolidated Statements of Operations for six months ended March 31, 2023 and ~~$1,120,719,~~2022 was $863,155 and $938,355, respectively. Amortization expense included in operating expense on the Condensed Consolidated Statements of Operations for six months ended March 31, 2023 and 2022 was $448,233 and $756,342, respectively.

(14) GOODWILL

The following table summarizes the activity of goodwill at March 31, ~~2022~~2023 and September 30, ~~2021,~~2022, respectively:

March 31,
2022

September 30,
2021

Balance - beginning of year
$ 8,519,998 $ 8,220,380
Effect of foreign currency translation on goodwill
70,775 299,618
Balance - end of year
$ 8,590,773 $ 8,519,998

March 31, 2023

September 30, 2022

Beginning
of the
Year
Gross

Effect of
foreign
currency translation
on Goodwill

End of the
Year Gross

Beginning
of the
Year
Gross

Effect of
foreign
currency translation
on Goodwill

End of the
Year Gross

Goodwill Balance
$ 8,061,002 $ (28,279 ) $ 8,032,723 $ 8,519,998 $ (458,996 ) $ 8,061,002

Goodwill is recognized in connection with acquisition transactions in accordance with ASC 805. The Company performs an impairment test for goodwill annually or more frequently if indicators of potential impairment exist. ~~NaN~~No impairment of goodwill was recognized through March 31, ~~2022.~~2023.

(15) OTHER ASSETS

As of March 31, ~~2022~~2023 and September 30, ~~2021~~2022, , ~~respectively,~~ the balance of other assets was ~~$4,305,681~~$3,056,248 and ~~$4,309,040,~~$3,509,655, respectively. Other assets at March 31, ~~2022~~2023 are comprised largely of cash used as collateral for Performance Bonds as well as contractually required monitoring center and other equipment, right of use assets, lease deposits and other long-term assets. The Company anticipates these performance bonds will be reimbursed to the Company upon completion of its contracts with the customer. See Note 23.

The Company iswas contractually obligated to construct and equip two monitoring centers for an international customer, as well as supply equipment for the customer’s satellite locations, which ~~will be~~are owned by the customer ~~when~~since construction iswas completed. The ~~Company incurred approximately $1.9 million in costs for the~~ ~~two~~ ~~completed monitoring centers~~Santiago and ~~related equipment as of~~ ~~March 31, 2022.~~ ~~The Santiago monitoring center was completed in~~ ~~June 2021~~ ~~and the~~ Puerto Montt monitoring ~~center was completed in~~ ~~January 2022~~ ~~and monthly~~centers amortization ~~began in the month of completion for each monitoring center. Amortization of the monitoring centers are~~is recorded in Monitoring, products and other related ~~services~~service costs on the Condensed Consolidated ~~Statement~~Statements of ~~Operations over~~Operations. Amortization of costs related to the ~~life of~~Santiago and Puerto Montt monitoring centers for the ~~new contract.~~three and six months ended March 31, 2023 were $147,198 and $280,502, respectively. Amortization of costs related to the monitoring centers for the three and six months ended March 31, 2022, were approximately ~~$0.1 million~~$148,244 and ~~$0.2 million,~~$224,191, respectively. The Company will record revenue from the customer based on a contractually agreed upon unit per day amount during the contract period. See Note 19 for details of the borrowings related to the monitoring centers construction and equipment.

- 10-
Table of Contents

(16) LEASES

The following table shows right of use assets and lease liabilities and the associated financial statement line items as of March 31, ~~2022~~2023 and September 30, ~~2021.~~2022.

March 31, 2022

September 30, 2021

Operating lease
asset

Operating lease liability

Operating lease
asset

Operating lease liability

Other assets
$ 130,812 $ - $ 165,963 $ -
Accrued liabilities
- 107,954 - 162,313
Long-term liabilities
- 22,858 - 3,650
- 10-

~~Table of Contents~~

March 31, 2023

September 30, 2022

Operating
lease
asset

Operating
lease
liability

Operating
lease
asset

Operating
lease
liability

Other assets
$ 497,614 $ 575,716 $ -
Accrued liabilities
168,481 - 177,431
Long-term liabilities
329,133 - 398,285

The following table summarizes the supplemental cash flow information for the six months ended March 31, ~~2022~~2023 and ~~2021:~~2022:

Six Months
Ended March
31, 2023

Six Months
Ended March
31, 2022

March 31,
2022

March 31,
2021

Cash paid for noncancelable operating leases included in operating cash flows
$ 135,146 $ 152,856 $ 141,525 $ 135,146
Right of use assets obtained in exchange for operating lease liabilities:
$ 78,458 $ 0
Right of use assets obtained in exchange for operating lease liabilities
$ 5,382 $ 78,458

The future minimum lease payments under noncancelable operating leases with terms greater than one year as of March 31, ~~2022~~2023 are:

Operating
Leases

From April 1, 2022 to March 31, 2023
110,716
From April 1, 2023 to March 31, 2024
23,017
From April 1, 2024 to March 31, 2025
53
Undiscounted cash flow
133,786
Less: imputed interest
(2,974
)
Total
$ 130,812

Operating
Leases

From April 2023 to March 2024
$ 185,721
From April 2024 to March 2025
122,034
From April 2025 to March 2026
93,379
From April 2026 to March 2027
95,166
From April 2027 to March 2028
40,210
Thereafter
193
Undiscounted cash flow
536,703
Less: imputed interest
(39,089
)
Total
$ 497,614
Reconciliation to lease liabilities:

Lease liabilities - current
$ 107,954 $ 168,481
Lease liabilities - long-term
22,858 329,133
Total lease liabilities
$ 130,812 $ 497,614

The weighted-average remaining lease term and discount rate related to the Company’s lease liabilities as of March 31, ~~2022~~2023 were ~~0.95~~3.64 years and ~~6.6%~~4.0%, respectively. The Company’s lease discount rates are generally based on the estimates of its incremental borrowing rate as the discount rates implicit in the Company’s leases cannot be readily determined.

- 11-
Table of Contents

(17) ACCRUED LIABILITES

Accrued liabilities consisted of the following as of March 31, ~~2022~~2023 and September 30, ~~2021~~2022:

March 31,
2022

September 30,
2021

March 31,
2023

September 30,
2022

Accrued payroll, taxes and employee benefits
$ 1,549,977 $ 2,279,454 $ 1,500,901 $ 1,412,055
Deferred revenue
24,913 22,500 1,292 3,299
Accrued taxes - foreign and domestic
194,792 23,022 327,269 371,293
Accrued other expense
163,205 236,386 100,121 123,752
Accrued legal and other professional costs
130,430 738,306 89,536 57,905
Accrued costs of revenue
466,590 248,963 381,936 352,060
Right of use liability
107,954 162,313 168,481 177,431
Deferred financing fees
88,685 180,000 - 88,685
Deferred tax liability
104,173 0
Accrued interest
449,994 459,086 443,718 455,963
Total accrued liabilities
$ 3,280,713 $ 4,350,030 $ 3,013,254 $ 3,042,443

(18) RELATED PARTIES

ETS Limited is currently the beneficial owner of 4,871,745 shares of the Company's Common Stock (“(the “Track Group Shares”) held by ADS Securities LLC (“ADS”) under an agreement dated September 28, 2017, pursuant to which ADS transferred all of the Track Group Shares to ETS Limited in exchange for all of the outstanding shares of ETS Limited. A Director of ETS Limited was elected to the Company's current Board of Directors (the “Board”) on February 7, 2018 and is still serving on the Board ~~of Directors~~ in his current capacity as a senior executive at ADS.
- 11-

~~Table of Contents~~

(19) DEBT OBLIGATIONS

Debt obligations, net of debt issuance costs, as of March 31, ~~2022~~2023 and September 30, ~~2021,~~2022, consisted of the following:

March 31,
2022

September 30,
2021

The unsecured loan (the “Amended Facility Agreement”) from Conrent Invest S.A. (“Conrent”) whereby, as of March 1, 2021, the Company had borrowed $42,864,000, net of unamortized issuance costs of $270,451, bearing interest at a rate of 4% per annum, payable in arrears annually beginning July 1, 2021, with all principal and accrued and unpaid interest due on July 1, 2024. The Company paid $876,331 interest on this loan on January 5, 2022 and intends to make its interest payments every six months going forward.
$ 42,593,549 $ 42,533,449

Note Payable Agreement with HP Financial Services Chile Limitada bearing interest at a rate of 6.56% per annum, with a maturity date of February 6, 2024.
57,733 70,176

Note Payable Agreement with Banco Santander, net of unamortized issuance costs of $18,110, bearing interest at a rate of 5.04% per annum, with a maturity date of May 11, 2024.
279,305 332,354

Note Payable Agreement with Banco Estado, net of unamortized issuance costs of $12,519, bearing interest at a rate of 3.50% per annum, with a maturity date of January 2, 2024.
226,536 279,869

Note Payable Agreement with HP Financial Services Chile Limitada bearing interest at a rate of 6.61% per annum, with a maturity date of March 4, 2024.
127,796 153,984

Note Payable Agreement with Banco de Chile, net of unamortized issuance costs of $264, bearing interest at a rate of 2.54% per annum, with a maturity date of March 4, 2024.
83,375 101,447

Note Payable Agreement with Banco de Chile, net of unamortized issuance costs of $25,633, bearing interest at a rate of 3.12% per annum, with a maturity date of February 17, 2025.
445,357 507,071

Total debt obligations
43,813,651 43,978,350
Less: current portion
(548,537
)
(526,134
)
Long-term debt, less current portion
$ 43,265,114 $ 43,452,216

March 31,
2023

September 30,
2022

The unsecured loan (the “Amended Facility Agreement”) from Conrent Invest S.A. (“Conrent”) whereby, as of March 1, 2021, the Company had borrowed $42,864,000, bearing interest at a rate of 4% per annum, payable in arrears annually beginning July 1, 2021, with all principal and accrued and unpaid interest due on July 1, 2024. Interest payments are scheduled to be made on June 30 and December 31 each year. Unamortized issuance costs at March 31, 2023 are $136,350. As of March 31, 2023, $42,864,000 of principal and $428,640 of interest was owed to Conrent.
$ 42,727,650 $ 42,653,649

The unsecured Note Payable Agreement with HP Financial Services Chile Limitada bearing interest at a rate of 6.56% per annum, with a maturity date of February 6, 2024.
28,437 35,335

The unsecured Note Payable Agreement with Banco Santander, net of unamortized issuance costs of $9,725, bearing interest at a rate of 5.04% per annum, with a maturity date of May 11, 2024.
154,047 177,463

The unsecured Note Payable Agreement with Banco Estado, net of unamortized issuance costs of $5,675, bearing interest at a rate of 3.50% per annum, with a maturity date of January 2, 2024.
104,609 135,521

The unsecured Note Payable Agreement with HP Financial Services Chile Limitada bearing interest at a rate of 6.61% per annum, with a maturity date of March 4, 2024.
65,823 79,375

The unsecured Note Payable Agreement with Banco de Chile, net of unamortized issuance costs of $85, bearing interest at a rate of 2.54% per annum, with a maturity date of March 4, 2024.
42,150 51,278

The unsecured Note Payable Agreement with Banco de Chile, net of unamortized issuance costs of $16,799, bearing interest at a rate of 3.12% per annum, with a maturity date of February 17, 2025.
296,709 303,303

Total debt obligations
43,419,425 43,435,924
Less: current portion
(545,865
)
(456,681
)
Long-term debt, less current portion
$ 42,873,560 $ 42,979,243

- 12-
Table of Contents
On October 21, 2020, the Company requested, in writing, an additional extension to the maturity date of the $30.4 million Amended Facility Agreement. On November 25, 2020, the noteholders who owned the securities from Conrent used to finance the Amended Facility Agreement (the “Noteholders”) held a meeting to address the Company’s request and approved a new maturity date of July 1, 2024. On December 21, 2020, Conrent and the Company signed an amendment to the Amended Facility Agreement which extends the maturity date of the Amended Facility Agreement to July 1, 2024 (“Amended Facility”), capitalizes the accrued and unpaid interest increasing the outstanding principal amount and reduces the interest rate of the Amended Facility from 8% to 4%. On March 1, 2021, Conrent completed their documentation and the updated registration process to implement these changes and the Company transferred $12,531,556 of accrued interest to the Amended Facility for total principal of $42,931,556. Conrent forgave $67,556 of the total amount due and the principal and interest due under the Amended Facility became $42,864,000. Interest payments are scheduled to be made on June 30 and December 31 each year, which began June 30, 2021. We began amortizing deferred financing fees of approximately $360,000 on July 1, 2021. As of March 31, ~~2022,~~2023, $42,864,000 of principal and ~~approximately $0.4 million~~$428,640 of interest was owed to Conrent.
- 12-

~~Table of Contents~~

On January 6, 2021, the Company borrowed 70,443,375 Chilean Pesos (“CLP”) ($101,186USD) from HP Financial Services Chile ~~Limitada.~~Limitada (the “HP Note 1”). To facilitate the ~~Loan,~~HP Note 1, the Company entered into a Note Payable Agreement with HP Financial Services Chile Limitada as the lender. The ~~loan~~HP Note 1 was used to purchase PABX (private automatic branch exchange phone equipment) for the construction of the Gendarmeria de Chile monitoring centers in Santiago and Puerto Montt, ~~Chile.~~Chile (the “Santiago Monitoring Center” and “Puerto Montt Monitoring Center”, respectively). The ~~loan~~HP Note 1 bears an interest rate of 6.56% per annum, payable monthly with principal beginning February 2021, and a maturity date of February 6, 2024.

On January 12, 2021, the Company borrowed 347,198,500CLP ($482,965USD), net of 2,801,500CLP fees ($3,897USD), from Banco ~~Santander.~~Santander (the “Banco Santander Note”). To facilitate the ~~Loan,~~Banco Santander Note, the Company entered into a Note Payable Agreement with Banco Santander as the lender. The ~~loan~~Banco Santander Note was used for the construction of the ~~Gendarmeria de Chile monitoring center in~~ Santiago ~~Chile~~Monitoring Center and remodeling a temporary monitoring center. The ~~loan~~Banco Santander Note bears interest at a rate of 5.04% per annum, payable monthly with principal beginning February 2021, and a maturity of May 11, 2024. The Company also paid 19,607,843CLP ($27,275USD) in broker fees which are amortized over the life of the loan.

On February 2, 2021, the Company borrowed 247,999,300CLP ($338,954USD), net of 2,000,700CLP fees ($2,734USD), from Banco ~~Estado.~~Estado (the “Banco Estado Note”). To facilitate the ~~Loan,~~Banco Estado Note, the Company entered into a Note Payable Agreement with Banco Estado as the lender. The ~~loan provided~~Banco Estado Note was used for the construction of the ~~Gendarmeria de Chile monitoring center in~~ Santiago ~~Chile~~Monitoring Center and computer equipment for Gendarmeria branch offices. The ~~loan~~Banco Estado Note bears interest at a rate of 3.50% per annum, initially having a 6-month grace period with the first payment including the 6 months of interest plus 1 month of principal on August 2, 2021, then monthly interest with principal, and a maturity date of January 2, 2024. The Company also paid 14,124,294CLP ($19,304USD) in broker fees which are amortized over the life of the loan.

- 13-
Table of Contents
On February 4, 2021, the Company borrowed 149,794,432CLP ($205,330USD) from HP Financial Services Chile ~~Limitada.~~Limitada (the “HP Note 2”). To facilitate the ~~Loan,~~HP Note 2, the Company entered into a Note Payable Agreement with HP Financial Services Chile Limitada as the lender. The ~~loan~~HP Note 2 was used to purchase computer equipment for the ~~Gendarmeria de Chile monitoring center in~~ Santiago ~~Chile.~~Monitoring Center. The ~~loan~~HP Note 2 bears interest at a rate of 6.61% per annum, payable monthly with principal beginning March 2021, and a maturity of March 4, 2024.

On February 5, 2021, the Company borrowed of 99,808,328CLP ($136,564USD), net of 210,485CLP fees ($286USD), from Banco de ~~Chile.~~Chile (the “Banco de Chile Note 1”). To facilitate the ~~Loan,~~Banco de Chile Note, the Company entered into a Note Payable Agreement with Banco de Chile as the lender. The ~~loan provided~~Banco de Chile Note was used to purchase HVAC equipment for ~~Gendarmeria~~the Santiago Monitoring Center. The Banco de Chile ~~monitoring center in Santiago, Chile. The loan~~Note bears interest at a rate of 2.54% per annum, payable monthly with principal beginning March 2021, and a maturity date of March 4, 2024.

On February 15, 2021, the Company borrowed 500,000,000CLP ($678,214USD) from Banco de ~~Chile.~~Chile (the “Banco de Chile Note 2”). To facilitate the ~~Loan,~~Banco de Chile Note 2, the Company entered into a Note Payable Agreement with Banco de Chile as the lender. The ~~loan proceeds were~~Banco de Chile Note 2 was used as working capital and to complete the construction of the ~~Gendarmeria monitoring center in~~ Puerto Montt ~~Chile.~~Monitoring Center. The ~~loan~~Banco de Chile Note 2 bears interest at a rate of 3.12% per annum, payable monthly with principal beginning March 2021, and a maturity of February 17, 2025. The Company also paid 28,248,588CLP ($38,317USD) in broker fees which are amortized over the life of the loan.

~~All~~ On April 26, 2023, the ~~notes payable listed above are unsecured.~~Company and Conrent entered into an amendment to the facility agreement (the "Amendment") originally executed by and between the parties on December 30, 2013, as amended on June 30, 2015, July 19, 2018, February 24, 2019, January 10, 2020 and December 21, 2020 (the “Amended Facility Agreement”), containing certain provisions of the Company's existing $42.864 million unsecured debt facility. The Amendment is effective on April 28, 2023 and extends the maturity date from July 1, 2024 to July 1, 2027. Furthermore, the Amendment: (i) amends the applicable interest rate resulting in an escalating interest rate as follows: 4% through July 1, 2024, 5% through July 1, 2025, 5.5% through July 1, 2026 and 6% through the maturity date and (ii) removes section 3.7 “Change of Control” of the Amended Facility Agreement. In return, the Company agreed to pay certain fees to Conrent.

The following table summarizes our future maturities of debt obligations, net of the amortization of debt discounts as of March 31, ~~2022:~~2023:

Twelve months ended March 31:

Total

2023
$ 548,537
2024
551,278
2025
43,040,813
Total
44,140,628
Issuance costs
(326,977
)
Debt obligations, net of unamortized issuance costs
$ 43,813,651
- 13-

~~Table of Contents~~
Twelve months ended March 31:

Total

2023
$ 545,865
2024
43,042,193
Total
43,588,058
Issuance costs
(168,633
)
Debt obligations, net of unamortized issuance costs
$ 43,419,425

(20) PREFERRED AND COMMON STOCK

The Company is authorized to issue up to 30,000,000 shares of ~~common stock, $0.0001 par value per share,~~Common Stock and up to 20,000,000 shares of preferred stock, $0.0001 par value per ~~share.~~share (“Preferred Stock”). The Company’s Board ~~of Directors~~ has the authority to amend the Company’s Certificate of Incorporation, without further stockholder approval, to designate and determine, in whole or in part, the preferences, limitations and relative rights of the ~~preferred stock~~Preferred Stock before any issuance of the ~~preferred stock,~~Preferred Stock, and to create one or more series of ~~preferred stock.~~Preferred Stock. As of March 31, ~~2022,~~2023, there were 0no shares of ~~preferred stock~~Preferred Stock outstanding.

~~NaN~~No dividends were paid during the six months ended March 31, ~~2022~~2023 or ~~2021.~~2022, respectively.

Series A Convertible Preferred Stock

On October 12, 2017, the Company filed a Certificate of Designation of the Relative Rights and Preferences (“Certificate of Designation”) with the Delaware Division of Corporations, designating 1,200,000 shares of the Company’s ~~preferred stock~~Preferred Stock as Series A ~~Preferred.~~Preferred (“Series A Preferred”). Shares of Series A Preferred rank senior to the Company’s ~~common stock,~~Common Stock, and all other classes and series of equity securities of the Company that by their terms do not rank senior to the Series A Preferred.

- 14-
Table of Contents
Except with respect to transactions upon which holders of the Series A Preferred are entitled to vote separately as a class under the terms of the Certificate of Designation, the Series A Preferred has no voting rights. The shares of ~~common stock~~Common Stock into which the Series A Preferred is convertible shall, upon issuance, have all of the same voting rights as other issued and outstanding shares of our ~~common stock.~~Common Stock.

The Series A Preferred has no separate dividend rights; however, whenever the Board declares a dividend on the Company’s ~~common stock,~~Common Stock, if ever, each holder of record of a share of Series A Preferred shall be entitled to receive an amount equal to such dividend declared on one share of ~~common stock~~Common Stock multiplied by the number of shares of ~~common stock~~Common Stock into which such share of Series A Preferred could be converted on the Record Date.

Each share of Series A Preferred has a ~~Liquidation Preference~~liquidation preference of $35.00 per share, and is convertible, at the holder’s option, into ten shares of the Company’s ~~common stock,~~Common Stock, subject to adjustments as set forth in the Certificate of Designation, at any time beginning five hundred and forty days after the date of issuance.

As of March 31, ~~2022,~~2023, 0no shares of Series A Preferred were issued and outstanding.

(21) STOCK OPTIONS AND WARRANTS

Stock Incentive Plan

At the annual meeting of stockholders on April 13, 2022, our stockholders approved the 2022 Omnibus Equity Incentive Plan (the “2022 Plan”), previously approved by the Company’s Board. The 2022 Plan provides for the grant of incentive ~~stock~~ options and nonqualified ~~stock~~ options, restricted stock, stock appreciation rights, performance shares, performance stock units, dividend equivalents, stock payments, deferred stock, restricted stock units, other stock-based awards and performance-based awards to employees and certain non-employees who provide services to the Company in lieu of cash. A total of 500,000 shares ~~are~~were authorized for issuance pursuant to awards granted under the 2022 Plan.

The 2022 Plan supersedes and replaces the Company’s 2012 Equity Compensation Plan (the “2012 Plan”). As of June 30, 2020, the Board ~~of Directors~~ suspended further awards under the 2012 Plan. Any awards outstanding under the 2012 Plan will remain subject to the 2012 Plan. All shares of Common Stock remaining authorized and available for issuance under the 2012 Plan and any shares subject to outstanding awards under the 2012 Plan that subsequently expire, terminate, or are surrendered or forfeited for any reason without issuance of shares will automatically become available for issuance under our 2022 Plan.
On April 13, 2022, the Company issued 285,000 restricted shares to members of its executive team from the 2022 Plan valued at $370,500. The Company recorded expense of $51,459 and $0 for the three months ended March 31, 2023 and 2022, respectively, and recorded expense of $113,209 and $0 for the six months ended March 31, 2023 and 2022, respectively, related to the 2022 Plan. There were ~~27,218~~215,000 shares of ~~common stock~~Common Stock available under the ~~2012~~2022 Plan as of March 31, ~~2022.~~2023.  ~~The Company recorded expense of $0 for both the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~March 31, 2022~~ ~~and~~ ~~2021~~ ~~related to the vesting of common stock awarded, prior to the suspension of the~~ ~~2012~~ ~~Plan.~~
- 14-

~~Table of Contents~~

All Options and Warrants

The fair value of each stock option and warrant grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company recorded no expense ~~of $0~~ for the three and six months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively, related to the issuance and vesting of outstanding ~~stock~~ options and warrants. During the six months ended March 31, ~~2022~~2023 and ~~2021,~~2022, the Company granted 0no options or warrants ~~to purchase shares of common stock~~under the 2022 Plan or under the 2012 Plan. All options and warrants outstanding under the 2012 Plan have vested and are exercisable as of March 31, ~~2022.~~2023.

The expected life of ~~stock~~ options (warrants) represents the period of time that the ~~stock~~ options or warrants are expected to be outstanding based on the simplified method allowed under GAAP. The expected volatility is based on the historical price volatility of the Company’s ~~common stock.~~Common Stock. The risk-free interest rate represents the U.S. Treasury bill rate for the expected life of the related ~~stock~~ options (warrants). The dividend yield represents the Company’s anticipated cash dividends over the expected life of the ~~stock~~ options (warrants).

- 15-
Table of Contents
A summary of stock option (warrant) activity for the six months ended March 31, ~~2022~~2023 is presented below:

Shares Under Option

Weighted Average Exercise Price

Weighted Average Remaining Contractual Life (years)

Aggregate Intrinsic Value

Shares
Under
Option

Weighted
Average
Exercise
Price

Weighted
Average
Remaining Contractual
Life (years)

Aggregate
Intrinsic
Value

Outstanding as of September 30, 2021
457,075 $ 1.74 1.04 $ 779,977
Outstanding as of September 30, 2022
160,881 $ 1.24 0.60 $ 225
Granted
- - - - -
Expired/Cancelled
(21,138
)
1.19 (56,970
)
1.24 -
Exercised
(26,564
)
1.21 - - -
Outstanding as of March 31, 2022
409,373 1.81 0.62 $ 102,537
Exercisable as of March 31, 2022
409,373 1.81 0.62 $ 102,537
Outstanding as of March 31, 2023
103,911 $ 1.24 0.23 $ 0
Exercisable as of March 31, 2023
103,911 $ 1.24 0.23 $ 0

The intrinsic value of options and warrants outstanding and exercisable is based on the Company’s share price of ~~$1.50~~$0.42 at March 31, ~~2022.~~2023.

(22) INCOME TAXES

The Company recognizes deferred income tax assets or liabilities for the expected future tax consequences of events that have been recognized in the financial statements or income tax returns. Deferred income tax assets or liabilities are determined based upon the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates expected to apply when the differences are expected to be settled or realized. Deferred income tax assets are reviewed periodically for recoverability and valuation allowances are provided as necessary. Interest and penalties related to income tax liabilities, when incurred, are classified in interest expense and income tax provision, respectively.

For the six months ended March 31, ~~2022~~2023 and ~~2021,~~2022, the Company incurred net (loss) income for income tax purposes of ~~$146,919~~($1,448,874) and ~~$3,507,725,~~$146,919, respectively. The amount and ultimate realization of the benefits from the net operating losses is dependent, in part, upon the tax laws in effect, our future earnings, and other future events, the effects of which cannot be determined. The Company has established a valuation allowance for all deferred income tax assets not offset by deferred income tax liabilities due to the uncertainty of their realization. Accordingly, there is no benefit for income taxes in the accompanying statements of operations.

In computing income tax, we recognize an income tax provision in tax jurisdictions in which we have pre-tax income for the period and are expecting to generate pre-tax book income during the fiscal year.
- 15-

~~Table of Contents~~

(23) COMMITMENTS AND CONTINGENCIES
~~Legal Matters~~

The Company is, from time to time, involved in various legal proceedings incidental to the conduct of our business. Historically, the outcome of nearly all such legal proceedings has not, in the aggregate, had a material adverse effect on our business, financial condition, results of operations or liquidity. Other than as set forth below, there are no additional pending or threatened legal proceedings at this time.

SecureAlert, Inc. v. Federal Government of Mexico (Department of the Interior). On March 24, 2017, SecureAlert Inc. (a predecessor entity to Track Group, Inc. or the Company) filed a complaint before the Federal Administrative Tribunal, asserting the failure by defendants to pay claimant amounts agreed to, and due under, the Pluri Annual Contract for the Rendering of Monitoring Services of Internees, through Electric Bracelets, in the Islas Marias Penitentiary Complex dated July 15, 2011, entered into by and between the Organo Administrativo Desconcentrado Prevencion y Readaptacion Social (“OADPRS”) of the then Public Security Department, and presently, an agency of the National Security Commission of the Department of the Interior, and SecureAlert, Inc., presently Track Group, Inc. The Company’s claim amount is upwards of $6.0 million. ~~The Supreme Court took action~~Although preliminary rulings have been unfavorable to ~~resolve previous, conflicting decisions regarding~~ the ~~jurisdiction of such~~Company, the Company’s counsel continues to review its remaining claims and determined that such claims will be resolved by the Federal Administrative Tribunal. Subsequently, plaintiff filed an Amparo action before the Collegiate Court, seeking an appeal of the Federal Administrative Court’s earlier decision against plaintiff. The Collegiate Court issued a ruling in ~~August 2019~~ ~~that the matter of dispute was previously resolved by a lower court in~~ ~~2016.~~ ~~The Company disagreed with this ruling and on~~ ~~November 11, 2020~~ ~~made a re-demand of the OADPRS for payment due under the~~ ~~July 15, 2011~~ ~~contract. The OADPRS failed to respond within~~analyzing its ~~allotted~~ 3 ~~months’ time-period and the Company filed an Amparo Action on~~ ~~May 6, 2021,~~ ~~which was dismissed. The Company additionally filed a motion for annulment with the Federal Administrative Tribunal on~~ ~~August 4, 2021.~~ ~~The Company was notified on~~ ~~January 6, 2022~~ ~~that the OADPRS had filed their answer on~~ ~~November 12, 2021.~~ On ~~January 25, 2022,~~ ~~the Company filed its reply, and is awaiting the Court’s ruling.~~options. Based upon the fee arrangement the Company has with its counsel, we anticipate the future liabilities attributable to legal expense will be minimal.

- 16-

Table of Contents
Commonwealth of Puerto Rico, through its Trustees v. International Surveillance Services Corporation. On January 23, 2020, the Company was served with a summons for an Adversary Action pending against International Surveillance Services Corporation (“ISS”), a subsidiary of the Company, now known as Track Group – Puerto Rico Inc., in the United States District Court for the District of Puerto Rico seeking to avoid and recover allegedly constructive fraudulent transfers and to disallow claims pursuant to United States Bankruptcy and Puerto Rican law. The allegations stem from payments made to ISS between 2014 and 2017, which the Company believes were properly made in accordance with a contract between ISS and the government of Puerto Rico, through the Oficina de Servicios con Antelacion a Juicio, originally signed in 2011. The Company is confident that all payments it received were earned and due under applicable law and ~~has~~ produced documentation supporting its position in an informal document exchange with the Commonwealth on July 6, 2020. On ~~August 26, 2021,~~ ~~the Court entered an order staying the Adversary Action pending the Court’s confirmation of the Commonwealth’s Proposed Plan of Adjustment. In accordance with the terms of the~~ ~~August 26, 2021~~ ~~order, the Company moved to lift the stay~~The parties held a mediation on ~~January 11,~~November 1, 2022 ~~though that motion was denied without prejudice on~~ ~~February 4, 2022.~~ ~~The case remains stayed at~~but were unable to reach an agreement but left open the ~~present time with a hearing on the status~~possibility of ~~the stay set for~~ ~~May 18, 2022.~~
~~Eli Sabag v. Track Group, Inc., et al.~~ On ~~March 12, 2020,~~ ~~Eli Sabag commenced an arbitration with the International Centre for Dispute Resolution, Case Number~~ 01-20-~~0003~~-~~6931.~~ ~~The arbitration claim, as it pertains to the Company, alleges breach of the Share Purchase Agreement (“~~~~SPA~~”) between the Company and Sabag. Sabag alleges that the Company breached the SPA because it failed to pay him his earn-out after it sold or leased a sufficient number of GPS Global Tracking devices to meet the earn-out milestone, or alternatively, breached the SPA by failing to act in “good faith” to allow Sabag to achieve his earn-out. Sabag further claims that the Company fraudulently induced Sabag to sell GPS Global Tracking and Surveillance System Ltd. to the Company.additional discussions. The Company ~~has entered~~remains confident in its ~~appearance~~position and on ~~July 17, 2020,~~ filed its Answer denying the allegations of the claim and asserting numerous defenses. The Company is currently negotiating with the plaintiff to settle the dispute, and an arbitration previously scheduled for ~~April 2022~~ ~~was postponed and new arbitration dates have been tentatively scheduled from~~ ~~October 24, 2022~~ ~~through~~ ~~October 28, 2022.~~ ~~Although the Company is currently engaged in settlement negotiations,~~ no ~~assurances can be given that we will be successful. In the event the Company is~~ ~~not~~ ~~successful, we intend to vigorously defend the allegations, and remain confident that the terms of the earn-out milestone were~~ ~~not~~ ~~met by the petitioner.~~accrual for a potential loss has been made, after consultation with legal counsel.

Jeffrey Mohamed Abed v. Track Group, Inc., et al. On June 7, 2021, Jeffrey Mohamed Abed filed a complaint seeking unspecified damages in the Superior Court of the State of California in Case No. 21 STCV 21345, alleging strict products liability, negligence and breach of implied warranty premised upon injuries sustained by Abed who was involved in an automobile accident while wearing a GPS tracking device of the Company. The Company was served on October 15, 2021 and filed its Answer and Affirmative Defenses on November 12, 2021. On January 11, 2022 the Company issued discovery, and the discovery process remains ongoing. The Company disputes Abed’s claims and will defend the case vigorously. The Company remains confident in its position and no accrual for a potential loss has been made, after consultation with legal counsel.

Track Group Chile SpA. v. Republic of Chile. On January 24, 2022, Track Group Chile SpA. initiated a judicial action in the Court of Justice of Chile to settle a contract dispute with the Republic of Chile. The Company asserts that it has complied with its contractual obligations and that any delays in so doing were not attributable to the Company. The Company remains confident in its position and no accrual for a potential loss has been made, after consultation with legal counsel.

-
Jesus Valle Gonzalez, et al. v. Track Group-Puerto Rico, et al. On 16May 9, 2022 -

~~Table~~Plaintiff Jesus Valle Gonzalez filed a complaint in the Court of ~~Contents~~
First Instance, San Juan Superior Court, Commonwealth of Puerto Rico against the Company, and associated parties alleging the death of his mother on June 8, 2016 was a result of the gross negligence of all the defendants. This claim follows a similar claim made against the Company in June 2017 by different relatives of the deceased which was settled on September 5, 2018. Plaintiff in this matter asserts his claim now having reached the age of majority and is requesting damages of no less than $1.5 million. On October 5, 2022, the Plaintiff voluntarily dismissed the case without prejudice, and refiled the case on January 10, 2023. The Company disputes the Plaintiff’s claims and has filed its Answer and Affirmative Defenses to the re-filed complaint. Based on the preliminary stage of the proceedings and after consultation with legal counsel, no accrual for a potential loss has been made.
Michael Matthews v. Track Group, Inc., et al. On December 13, 2022, Plaintiff Michael Matthews filed a complaint in the Circuit Court of Cook County, Illinois (2022 L 011050) against the Company and other defendants alleging wrongful arrest and incarceration and a deprivation of his rights following his purportedly erroneous violation of home monitoring program requirements. The Company disputes the allegations of the complaint, has retained counsel, and intends to vigorously defend the case. Based on the preliminary stage of the proceedings and after consultation with legal counsel, no accrual for a potential loss has been made.

Monitoring Equipment and Other Related Services

The Company leases monitoring equipment and provides monitoring services to its customers with contract terms varying from month-to-month to several years and each daily contract price varies. Devices supplied to customers are not serial number unique and a single device may be used by multiple customers over its useful life. If a leased device is returned for repair, it will likely be replaced with a different device from a different customer or possibly a new device.

The Company’s tracking devices are considered operating leases under ASC 842 as transfer of control of the asset does not occur at the end of the lease, a single device is not specific to a customer and devices may be used by multiple customers throughout their life cycle. Due to the movement of devices from customer to customer, relatively few long-term contracts, the measurement of the equipment life and the present value of the equipment’s fair values would not be a measurement to qualify the devices as sales-type leases.No ~~change to the Company’s accounting treatment of devices occurred with the adoption of ASC~~ ~~842.~~

- 17-
Table of Contents
Operating lease and monitoring revenue associated with the Company’s monitoring equipment for the three and six months ended March 31, ~~2022~~2023 and ~~2021~~2022 are shown in the table below:

Three months ended March 31,

2022

2021

Monitoring equipment operating revenue
$ 7,457,025 $ 8,430,108

Three months ended March 31,

2023

2022

Monitoring equipment operating revenue
$ 6,827,744 $ 7,457,025

Six months ended March 31,

2022

2021

Monitoring equipment operating revenue
$ 15,451,482 $ 16,390,314

Six months ended March 31,

2023

2022

Monitoring equipment operating revenue
$ 13,805,186 $ 15,451,482

Performance Bonds

As of March 31, ~~2022,~~2023, the Company has ~~two~~one performance ~~bonds~~bond in connection with a foreign customer totaling ~~$2,343,243~~$1,508,325, (“Performance ~~Bonds~~Bond”)~~, of~~ which ~~$1,640,239~~ is held in an interest-bearing account on behalf of the customer and is recorded in ~~Other Assets~~other assets on the Condensed Consolidated Balance ~~Sheet.~~Sheets. The ~~remaining~~ amount ~~of $703,004 is guaranteed by a foreign financial institution on behalf of the Company. The amounts~~ held on ~~the~~ ~~two~~this Performance ~~Bonds~~Bond will be released ~~approximately~~ 90 ~~days~~ after the expiration of the Performance ~~Bonds,~~Bond, all contract extensions have been exhausted, and the consent of ~~which $306,330 expires on~~the customer but in ~~January 18, 2023~~no event before July 2024 and ~~$1,333,909 expires on~~more likely in ~~July 2, 2024.~~2025.

InThe amounts held on two performance bonds were released in the ~~March 2021,~~ second quarter of 2023 and the Company ~~placed a $666,970 deposit into an interest-bearing account with a financial institution to replace the performance bond expiring on~~ ~~July 2, 2024,~~ ~~whereby the portion guaranteed by the financial institution will increase from 30% to 65% of the total bond. The current bond expiring~~ ~~July 2, 2024~~ ~~will be released following completion of the transaction.~~received $1,041,797, including interest.

The Company pays interest on the full amount of the Performance ~~Bonds~~Bond to the financial institution providing the guarantee at ~~3.5% interest per annum for the Performance Bond which will expire in~~ ~~January 2023~~ ~~and~~ 2.8% interest per annum for the Performance Bond expiring in July 2024. The Company recorded interest expense for the three months ended March 31, ~~2022~~2023 and ~~March 31, 2021~~ 2022of ~~$16,248~~$14,067 and ~~$18,867,~~$16,248, respectively. The Company recorded interest expense for the six months ended March 31, ~~2022~~2023 and ~~March 31, 2021~~ 2022of ~~$33,416~~$31,569 and ~~$37,329,~~$33,416, respectively.

(24) SUBSEQUENT EVENTS
~~At the Company’s annual meeting of stockholders on~~ ~~April 13, 2022,~~ ~~our stockholders approved the~~ ~~2022~~ ~~Omnibus Equity Incentive Plan, previously approved by the Company’s Board. The~~ ~~2022~~ Plan provides for the grant of incentive stock options and nonqualified stock options, restricted stock, stock appreciation rights, performance shares, performance stock units, dividend equivalents, stock payments, deferred stock, restricted stock units, other stock-based awards and performance-based awards to employees and certain non-employees who provide services to the Company in lieu of cash. A total of 500,000 shares are authorized for issuance pursuant to awards granted under the ~~2022~~ ~~Plan.~~

In accordance with the Subsequent Events Topic of the FASB, ASC 855, we have evaluated ~~subsequent~~ events through the filing date and noted the following subsequent to the end of the quarter.
On noApril 26, 2023, the Company and Conrent entered into an amendment to the facility agreement (the "Amendment") originally executed by and between the parties on December 30, 2013, as amended on June 30, 2015, July 19, 2018, February 24, 2019, January 10, 2020 and December 21, 2020 (the “Amended Facility Agreement”), containing certain provisions of the Company's existing $42.864 million unsecured debt facility. The Amendment is effective on April 28, 2023 and extends the maturity date from July 1, 2024 to July 1, 2027. Furthermore, the Amendment: (i) amends the applicable Interest Rate and (ii) removes section 3.7 “Change of Control” of the Amended Facility Agreement. In return, the Company agreed to pay certain fees to Conrent.
For additional information on the above subsequent ~~events other than those noted above that are reasonably likely to impact~~event, see the ~~financial statements.~~Company’s Current Report on Form 8-K filed with the SEC on April 27, 2023.

- 1718-
Table of Contents
~~Table of Contents~~

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Quarterly Report”, or, this “Report”) contains information that constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally, the statements contained in this Report that are not purely historical can be considered to be “forward-looking statements”. These statements represent our expectations, hopes, beliefs, anticipations, commitments, intentions, and strategies regarding the future. They may be identified by the use of words or phrases such as “believes”, “expects”, “intends”, “anticipates”, “should”, “plans”, “estimates”, “projects”, “potential”, and “will” among others. Forward-looking statements include, but are not limited to, statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding our financial performance, revenue, and expense levels in the future and the sufficiency of our existing assets to fund future operations and capital spending needs. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in “Risk Factors” in our most recent Annual Report on Form 10-K, and those described from time to time in our reports filed with the Securities and Exchange Commission (“SEC”).

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto that are contained in this Report, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2021,~~2022, and Current Reports on Form 8-K that have been filed with the SEC through the date of this Report. Except as otherwise indicated, as used in this Report, the terms the “Company”, “Track Group”, “we”, “our”, and “us” refer to Track Group, Inc., a Delaware corporation.

General

Our business is based on the leasing of patented tracking and monitoring solutions to federal, state and local law enforcement agencies, both in the U.S. and abroad, for the electronic monitoring of offenders and offering unique data analytics services on a platform-as-a-service (“~~PaaS”~~PaaS”) business model. Currently, the Company deploys offender-based management services that combine patented GPS tracking technologies, full-time 24/7/365 global monitoring capabilities, case management, and proprietary data analytics. The Company offers customizable tracking solutions that leverage real-time tracking data, best-practices monitoring, and analytics capabilities to create complete, end-to-end tracking solutions.

Devices - Our devices consist principally of the ReliAlert® ~~product line, which is supplemented by the Shadow~~ product line. These devices are generally leased on a daily rate basis and may be combined with our monitoring center services, proprietary software and data analytics subscription to provide an end-to-end PaaS.

~~ReliAlert~~®~~XC 4~~ - ReliAlert®XC4 is our flagship GPS device, which is among the safest and most reliable monitoring ~~device~~devices ever ~~made.~~made and was certified in 2020 by the Federal Communications Commission and PCS Type Certification Review Board. It is the only one-piece GPS device with patented 3-way voice communication to assist intervention efforts, now on the LTE network with increased battery life. This device includes on-board processing, secondary location technology, a 95db siren, embedded RF technology, anti-tampering capability, increased battery life and sleep mode.

~~ReliAlert~~®ReliAlert®-XC 3 ~~- Advanced~~ is our predecessor device which had advanced features enable agencies to effectively track offender movements and communicate directly with offenders in real-time, through a patented, on-board two/three-way voice communication technology. This device includes an enhanced GPS antenna and GPS module for higher sensitivity GPS, enhanced voice audio quality, increased battery performance of 50+ hours, 3G cellular capabilities, improved tamper sensory, and durability enhancements.

~~Shadow~~ - Driven by customer demand to improve the performance and affordability of offender tracking devices, Shadow is the smallest and lightest device of its kind with a sleek, modern design featuring an enhanced mobile charging capability that makes it easier to use. The device is 3G compliant and fully supported by all global mobility providers.
~~-18-~~

~~Table of Contents~~
Monitoring Center Services. - Our monitoring centers provide live 24/7/365 monitoring of all alarms generated from our devices, as well as customer and technical support. Our monitoring center operators play a vital role, and as such, are staffed with highly trained, bi-lingual individuals. These operators act as an extension of agency resources receiving alarms, communicating and intervening with offenders regarding violations and interacting with supervision staff, all pursuant to agency-established protocols. The facilities have redundant power source, battery backup and triple redundancy in voice, data and IP. We have assisted in the establishment of monitoring centers for customers and local partners in the United States, Chile and other global locations.

-19-
Table of Contents
Data Analytics Services. - Our IntelliTrack, TrackerPAL® software, IntelliTrack Mobile, TrackerPAL® Mobile, combined with our Data Analytic analysis tools, provide an integrated platform allowing case managers and law enforcement officers quick access views of an offender’s travel behavior, mapping, and inference on patterns. Our data analytics services help facilitate the discovery and communication of meaningful patterns in diverse ~~location~~locations and behavioral data that helps agencies reduce risks and improve decision making. Our analytics applications use various combinations of statistical analysis procedures, data and text mining and predictive modeling to proactively analyze information on community-released offenders to discover hidden relationships and patterns in their behaviors and to predict future outcomes.

Other Services. - The Company offers smartphone applications specifically designed for the criminal justice market, including a domestic violence app that creates a mobile geo-zone around a survivor and an alcohol monitoring app linked to a police-grade breathalyzer.

Business Strategy

We are committed to helping our customers improve offender rehabilitation and re-socialization outcomes through our innovative hardware, software and services. We treat our business as a service business. Although we still manufacture patented tracking technology, we see the physical goods as only a small part of the integrated offender monitoring solutions we provide. Accordingly, rather than receiving a payment just for a piece of manufactured equipment, the Company receives a recurring stream of revenue for ongoing device agnostic subscription contracts. As part of our strategy, we continue to expand our device-agnostic platform to not only collect, but also store, analyze, assess and correlate location data for both accountability and auditing reasons, as well as to use for predictive analytics and assessment of effective and emerging techniques in criminal behavior and rehabilitation. We believe a high-quality customer experience along with knowledgeable salespeople who can convey the value of our products and services greatly enhances our ability to attract and retain customers. Therefore, our strategy also includes building and expanding our own direct sales force and our third-party distribution network to effectively reach more customers and provide them with a world-class sales and post-sales support experience. In addition, we are developing related-service offerings to address adjacent market opportunities in both the public and private sectors. We believe continual investment in research and development (“R&D”), including smartphone applications and other monitoring services is critical to the development and sale of innovative technologies and integrated solutions today and in the future.

Critical Accounting Policies

From time to time, management reviews and evaluates certain accounting policies that are considered to be significant in determining our results of operations and financial position.

A description of the Company’s critical accounting policies that affect the preparation of the Company’s financial statements is set forth in the Company’s Annual Report on Form 10-K for the year ended September 30, ~~2021,~~2022, filed with the SEC on December 16, ~~2021.~~2022. During the six months ended March 31, ~~2022,~~2023, there have been no material changes to the Company’s critical accounting policies.

The preparation of financial statements requires management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expense. By their nature, these judgments are subject to an inherent degree of uncertainty. We assess the reasonableness of our estimates, including those related to bad debts, inventories, right of use assets, estimated useful lives, intangible assets, warranty obligations, product liability, revenue, legal matters and income taxes. We base our estimates on historical experience as well as available current information on a regular basis. Management uses this information to form the basis for making judgments about the carrying value of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

~~-19-~~

~~Table of Contents~~
Government Regulation

Our operations are subject to various federal, state, local and international laws and regulations. We are not involved in any pending or, to our knowledge, threatened governmental proceedings, which would require curtailment of our operations because of such laws and regulations.

-20-
Table of Contents
The COVID-19 pandemic ~~has~~ adversely impacted both the Company’s revenue and costs in the past by disrupting its operations in Chile, causing shortages within the supply chain and postponing certain sales opportunities as some government agencies ~~delay~~delayed new RFP (Request for Proposal) processes or decisions. ~~(See Item 1A - Risk Factors).~~ Notwithstanding the challenges, the monitoring being performed by the Company’s significant customers across the globe ~~have remained operational as have~~and key business partners providing manufacturing and call center services ~~and at this time, the Company has not experienced unusual payment interruptions from any large customers. As the conditions~~ have ~~improved with respect to COVID-19,~~all remained operational. In addition, both our Chile office and the corporate headquarters in the greater-Chicago area have ~~recently reopened.~~been open nearly eighteen months. However, the Company is operating in a rapidly changing environment, soand the extent to which COVID-19 impacts its business, operations and financial results ~~from this point~~going forward will depend on numerous evolving factors that the Company cannot accurately predict. Those factors ~~include the following:~~include: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; the development of widespread testing or a vaccine; the ability of our supply chain to meet the Company’s need for equipment; the ability to sell and provide services and solutions if shelter in place restrictions and people working from home are extended to ensure employee safety; the volatility of foreign currency exchange rates and the subsequent effect on international transactions; and any closures of clients’ offices or the courts on which they rely.

Results of Operations

Three Months Ended March 31, ~~2022~~2023 Compared to Three Months Ended March 31, ~~2021~~2022

Revenue

For the three months ended March 31, ~~2022,~~2023, the Company recognized total revenue from operations of ~~$9,484,119~~$8,308,046 compared to ~~$9,861,830~~$9,484,119 for the three months ended March 31, ~~2021,~~2022, a decrease of ~~$377,711~~$1,176,073, or approximately 4%12%. The ~~$377,711~~ decrease in ~~total revenue was largely~~monitoring revenues is driven principally by fluctuations in court proceedings where active devices are assigned to customers in Illinois, California, the ~~result of a decrease in domestic monitoring revenue~~Bahamas and ~~other related services,~~Canada, partially offset by an increase in ~~product sales. The decrease~~monitoring revenues for customers in ~~monitoring~~Nevada and other related services revenue was principally the result of a decrease of our North American monitoring operations driven by clients in Illinois, Bahamas, Virginia, and Indiana, partially offset by increases in revenue in Canada, Puerto Rico and Chile.Panama.

Product sales and other revenue for the three months ended March 31, ~~2022 increased~~2023 decreased to ~~$641,633~~$129,021 from ~~$119,540~~$641,633 in the same period in ~~2021, an increase~~2022, a decrease of ~~$522,093~~$512,612 or approximately ~~437%. The Company had product sales~~80%, primarily due to purchases from a ~~foreign customer of $520,303~~partner in ~~the three months ended March 31, 2022 compared to $0~~Saudi Arabia in ~~the same period in fiscal year 2021.~~February 2022.

The industry in which the Company operates, as well as many other industries (automotive, consumer products and medical devices), ~~have~~has been impacted by the global semiconductor ~~shortage initially caused by~~shortage. The availability of semiconductor parts continued to improve in the ~~slowdown~~first half of many chip makers and logistics companies due to COVID-19. The shortage, which could last through at least the remainder of 2022, has been exacerbated by the surge in demand for a wide variety of products across several industries, all of which require varying amounts of semiconductors. As a result, until such time as chip manufacturers are able to meet global demand, our future operating results may be negatively impacted.fiscal 2023; however, long lead times remain with certain parts.

Cost of Revenue

During the three months ended March 31, ~~2022,~~2023, cost of revenue totaled ~~$4,945,134~~$4,565,241 compared to cost of revenue during the three months ended March 31, ~~2021~~2022 of ~~$4,426,846, an increase~~$4,945,134, a decrease of ~~$518,288~~$379,893 or approximately ~~12%~~8%. The ~~increase~~decrease in cost of revenue was largely the result of lower monitoring center costs of $133,427, lower communication costs of $165,182, lower hardware purchases of $49,534, and lower product sales costs of $109,934, partially offset by higher depreciation and amortization costs of ~~$267,893,~~$50,799 and higher ~~server~~lost, stolen, and damaged costs of $125,206, higher product sale costs of $109,934, higher hardware costs of $95,603 and higher communication costs of $69,440. These increases were partially offset by lower monitoring center costs of $117,016 and lower commission costs of $53,722.
~~-20-~~

~~Table of Contents~~
$58,176.

Depreciation and amortization included in cost of revenue for the three months ended March 31, 2023 and 2022 totaled $843,714 and ~~2021 totaled~~ $792,915, ~~and $525,022,~~ respectively, an increase of ~~$267,893.~~$50,799. These costs represent the depreciation of ReliAlert® and other monitoring devices, as well as the amortization of monitoring software and certain royalty agreements. The increase in depreciation and amortization costs is largely due to ~~the amortization~~an increase in device depreciation expense of ~~our new software monitoring platform and other new software initiatives of $316,062, which began on July 1, 2021, partially~~$86,881, offset by a decrease in ~~depreciation expense related to fully~~amortization for discontinued product, Shadow, of $36,082. Devices are depreciated ~~devices~~. ~~We believe the equipment~~over either a three- or five-year useful life. Monitoring software is amortized over a seven-year life. Royalty agreements are being amortized over a ten-year useful life. The Company believes these lives ~~on which the depreciation is based~~ are appropriate due to ~~rapid~~ changes in electronic monitoring technology and the corresponding potential for obsolescence. Management periodically assesses the useful life of the devices for appropriateness.  ~~Amortization~~
-21-
Table of ~~a patent related to GPS and satellite tracking is also included in cost of sales.~~
Contents

Gross Profit and Margin

During the three months ended March 31, 2023, gross profit totaled $3,742,805, resulting in a gross margin of approximately 45%. During the three months ended March 31, 2022, gross profit totaled $4,538,985, resulting in a gross margin of approximately 48%. ~~During the three months ended March 31, 2021, gross profit totaled $5,434,984, resulting in a gross margin of approximately 55%.~~ The decrease in absolute gross profit of ~~$895,999~~$796,180 or approximately ~~16%~~18% is due to lower revenue, ~~and increases in certain costs of revenue, including depreciation and amortization, server costs, product sale costs, hardware costs and communication costs,~~ partially offset by ~~lower~~a decrease in communication services and monitoring ~~costs and commission~~center costs.

General and Administrative Expense

During the three months ended March 31, ~~2022,~~2023, general and administrative expense totaled ~~$2,770,657~~$2,869,799 compared to ~~$2,313,836~~$2,770,657 for the three months ended March 31, ~~2021.~~2022. The increase of ~~$456,821~~$99,142 or approximately ~~20%~~4% in general and administrative expense resulted largely from higher ~~legal and professional fees of $245,451, higher bad debt expense of $78,050, higher fees and license costs of $64,425, higher consulting costs of $52,698 and higher~~ insurance costs of ~~$29,173.~~$93,849, higher stock-based compensation of $51,458, and higher payroll and payroll taxes of $180,572. These costs were offset by lower ~~payroll~~legal and ~~related taxes~~professional fees of ~~$53,710 and lower training and recruiting of $32,160.~~$159,873.

Selling and Marketing Expense

During the three months ended March 31, ~~2022,~~2023, selling and marketing expense totaled ~~$720,709~~$768,871 compared to ~~$614,409~~$720,709 for the three months ended March 31, ~~2021.~~2022. The increase in expense of ~~$106,300~~$48,162 or approximately ~~17%~~7% is principally the result of higher travel and entertainment cots of $21,192 and higher payroll and taxes of $44,924, partially offset by lower consulting and outside service expenses of ~~$37,342. higher payroll and taxes of $36,149 and higher travel and entertainment cots of $11,808.~~$19,113.

Research and Development Expense

During the three months ended March 31, ~~2022,~~2023, research and development expense totaled ~~$625,477~~$706,772 compared to ~~$334,569~~$625,477 for the three months ended March 31, ~~2021.~~2022. The increase in expense of ~~$290,908~~$81,295 or approximately ~~87% resulted largely from continuous improvements of our existing software, resulting~~13% was primarily due to an increase in ~~increased~~ payroll, dues and ~~related tax expense of $274,512 after the implementation~~subscriptions, and subsequent amortization of our new monitoring software. As a result of the implementation of our new monitoring software on July 1, 2021, capitalization of developed technology decreased to $221,918 during the three months ended March 31, 2022, which represents technology projects currently in development compared to the $500,279 which was capitalized in the three months ended March 31, 2021. A portion of this expense would have been recognized as researchconsulting and ~~development expense, absent the significant enhancements to the technology.~~outside services expenses.

Depreciation and Amortization Expense

During the three months ended March 31, ~~2022,~~2023, depreciation and amortization expense totaled ~~$414,771~~$247,574 compared to ~~$510,067~~$414,771 for the three months ended March 31, ~~2021,~~2022, a decrease of ~~$95,296~~$167,197 or approximately ~~19%~~40%, largely due to ~~fully depreciated assets.~~an impairment of our developed technology intangible assets in the fourth quarter of fiscal 2022 .

Total Operating Expense

During the three months ended March 31, ~~2022,~~2023, total operating expense increased to ~~$4,531,614~~$4,593,016 compared to ~~$3,772,881~~$4,531,614 for the three months ended March 31, ~~2021,~~2022, an increase of ~~$758,733~~$61,402 or approximately ~~20%~~1%. The increase is principally due to the factors disclosed above.

~~-21-~~

~~Table of Contents~~
Operating Income (Loss)

During the three months ended March 31, ~~2022,~~2023, operating loss was ($850,211) compared to operating income ~~was~~of $7,371 ~~compared to $1,662,103~~ for the three months ended March 31, ~~2021,~~2022, representing a significant reduction of ~~$1,654,732 or over 99%.~~$857,582. This reduction was principally due to a decrease in gross profit of $895,999, which resulted from lower revenue and higher cost of revenue directly related to the amortization of our new monitoring software platform, higher server costs, higher product sale costs, higher hardware costs and higher communication costs. These increases were partially offset by lower monitoring center costs and lower commission. In addition, the Company incurred higher general and administrative, selling and marketing, and research and development costs. These increases were partially offset by lower depreciation and amortization expenses in operating expense.$796,180.

Other Income (Expense)

For the three months ended March 31, ~~2022,~~2023, other expense totaled ($329,184) compared to other income ~~(expense) totaled income~~ of $571,664 ~~compared to income of $559,450~~ for the three months ended March 31, ~~2021, an increase in net other income~~2022, a decrease of ~~$12,214.~~$900,848. The ~~increase~~decrease in other income ~~for the three months ended March 31, 2022~~ is largely due to a vendor forgiving $633,471 of accrued expenses ~~positive~~in 2022 and negative currency exchange rate movements of ~~$272,153~~$324,577 between the US Dollar vs. the Chilean Peso, compared to the second fiscal quarter of fiscal 2021, and lower interest expense, net of $107,346 compared to the second fiscal quarter of 2021. These improvements were offset by a gain on the forgiveness of loans in the three months ended March 31, 2021, of $1,000,756. See Note 19.2022.

Net Income (Loss) Attributable to Common Stockholders

The Company had net loss attributable to common stockholders of ($1,485,258) for the three months ended March 31, 2023, compared to a net income attributable to common stockholders of $452,241 for the three months ended March 31, 2022, ~~compared to $2,184,231 for the three months ended March 31, 2021,~~ a ~~reduction~~decrease of ~~$1,731,990.~~$1,937,499. This ~~decline~~decrease is ~~largely~~ due to ~~lower~~a higher operating ~~income~~loss, a decrease in currency exchange rate gain and higher income ~~taxes.~~tax expense related to Chile tax on certain payments made to the to the U.S. parent company and Chile estimated tax payments.
-22-
Table of Contents

Six ~~Months~~months Ended March 31, ~~2022~~2023 Compared to Six ~~Months~~months Ended March 31, ~~2021~~2022

Revenue

For the six months ended March 31, ~~2022,~~2023, the Company recognized total revenue from operations of ~~$19,079,775,~~$17,163,737 compared to ~~$19,263,735~~$19,079,775 for the six months ended March 31, ~~2021,~~2022, a decrease of ~~$183,960~~$1,916,038, or approximately ~~1%. Of this revenue, $18,312,215 and $19,014,019, respectively, are from monitoring and other related services, a decrease of $701,804 or approximately 4%~~10%. The decrease in ~~revenue was~~monitoring revenues is driven principally by fluctuations in court proceedings where active devices are assigned to customers in Illinois, California, the ~~result of a decrease of our North American monitoring operations driven by clients in Virginia,~~ Bahamas ~~Indiana, Illinois~~ and ~~Washington DC,~~Canada, partially offset by ~~increases of our~~an increase in monitoring revenues for customers in ~~Canada, Chile, Puerto Rico~~Nevada and ~~Georgia.~~Panama.

~~Other~~Product sales and other revenue for the six months ended March 31, ~~2022 increased~~2023 decreased to ~~$767,560~~$694,930 from ~~$249,716~~$767,560 in the same period in ~~2021 largely~~2022, a decrease of $72,630 or approximately 9%, primarily due to ~~product sales to~~purchases from a ~~foreign customer.~~partner in Saudi Arabia in February 2022.

The industry in which the Company operates, as well as many other industries (automotive, consumer products and medical devices), have been impacted by the global semiconductor ~~shortage initially caused by~~shortage. The availability of semiconductor parts continued to improve in the ~~slowdown~~first half of many chip makers and logistics companies due to COVID-19. The shortage, which could last through at least the remainder of 2022, has been exacerbated by the surge in demand for a wide variety of products across several industries, all of which require varying amounts of semiconductors. As a result, until such time as chip manufacturers are able to meet global demand, our future operating results may be negatively impacted. See Item 1A. Risk Factors.fiscal 2023; however, long lead times remain with certain parts.

Cost of Revenue

During the six months ended March 31, ~~2022,~~2023, cost of revenue totaled ~~$9,740,561~~$9,240,254 compared to cost of revenue during the six months ended March 31, ~~2021~~2022 of ~~$8,615,947, an increase~~$9,740,561, a decrease of ~~$1,124,614~~$500,307 or approximately ~~13%~~5%. The ~~increase~~decrease in cost of revenue was largely the result of ~~higher depreciation and amortization~~lower monitoring center costs of ~~$643,067,~~$223,870, lower communication costs of $174,671, lower software maintenance costs of $44,929, lower product sales costs of $96,558 and lower commission costs of $44,990, partially offset by higher server costs of ~~$239,187,~~$59,385, higher software maintenance costs of $116,680, higher product sales costs of $105,734, higher hardware purchases of $59,346 and higher communication costs of $59,298, partially offset by lower repair costs of $75,402, and lower lost, stolen and damaged costs of ~~$34,145. The~~$25,523 and higher ~~depreciation and amortization~~device repair costs ~~are largely due to the amortization~~ of ~~our new monitoring software which began in July 2021.~~$36,846.

Depreciation and amortization included in cost of revenue for the six months ended March 31, 2023 and 2022 totaled $1,616,733 and ~~2021 totaled~~ $1,656,764, respectively, a decrease of $40,031. These costs represent the depreciation of ReliAlert® and ~~$1,013,697, respectively.~~other monitoring devices, as well as the amortization of monitoring software and certain royalty agreements. The ~~increase~~decrease in depreciation and amortization costs ~~of $643,067~~ is largely due to ~~the~~a decrease in amortization for discontinued product, Shadow, of ~~our new software monitoring platform and other new software initiatives of $633,706, which began on July 1, 2021 and a minimal~~$75,200, offset by an increase in device depreciation expense ~~related to devices.~~of $35,169. Devices are depreciated over either a ~~one to~~three- or five-year useful life. Monitoring software is amortized over a seven-year life. Royalty agreements are being amortized over a ten-year useful life. The Company believes these ~~equipment and software~~ lives are appropriate due to changes in electronic monitoring technology and the corresponding potential for obsolescence. Management periodically assesses the useful life of the devices for appropriateness.  ~~Amortization of a patent related to GPS and satellite tracking is also included in cost of sales.~~
~~-22-~~

~~Table of Contents~~

Gross Profit and Margin

During the six months ended March 31, 2023, gross profit totaled $7,923,483, resulting in a gross margin of approximately 46%. During the six months ended March 31, 2022, gross profit totaled $9,339,214, resulting in a gross margin of approximately 49%~~, compared to $10,647,788, or a gross margin of approximately 55% during the six months ended March 31, 2021.~~. The decrease in absolute gross profit of ~~$1,308,574,~~$1,415,731 or approximately ~~12%,~~15% is due to lower revenue, partially offset by a decrease ~~in revenue of $183,960 and increases~~ in certain costs of revenue, including higher depreciation and amortization costs of $643,067, higher server costs, higher software maintenance costs, higher product sales costs, higher hardware purchases and higher communication costs, partially offset by lower repair costs and lower lost, stolen and damaged costs.revenue.

General and Administrative Expense

During the six months ended March 31, ~~2022,~~2023, general and administrative expense totaled ~~$5,269,016~~$5,624,320 compared to ~~$4,714,571~~$5,269,016 for the six months ended March 31, ~~2021.~~2022. The increase of ~~$554,445~~$355,304 or approximately ~~12%~~7% in general and administrative ~~costs~~expense resulted largely from higher ~~legal~~payroll and ~~professional fees~~payroll taxes of ~~$277,193, higher consulting~~$314,831, bad debt costs of ~~$62,667,~~$100,042, higher insurance costs of ~~$63,392,~~$183,663, higher ~~fees~~stock-based compensation of $113,209 and ~~licenses of $59,068,~~ higher travel and entertainment costs of ~~$32,986~~$60,321. These costs were offset by lower legal and ~~higher~~professional fees of $295,077, lower training and recruiting costs of ~~$28,561. These costs were partially offset by~~$51,917, lower ~~payroll~~fees and ~~taxes~~licenses of ~~$27,612.~~$33,389 and lower board of director fees of $25,000.
-23-
Table of Contents

Selling and Marketing Expense

During the six months ended March 31, ~~2022,~~2023, selling and marketing expense totaled ~~$1,418,581~~$1,498,341 compared to ~~$1,164,866~~$1,418,581 for the six months ended March 31, ~~2021. This~~2022. The increase in expense of ~~$253,715,~~$79,760 or approximately ~~22%, resulted largely from~~6% is principally the result of higher travel and entertainment cots of $49,523 and higher payroll and ~~related~~ taxes of ~~$107,230, higher~~$59,746, partially offset by lower consulting and outside service ~~costs~~expenses of ~~$72,900, higher travel and entertainment costs of $30,859 and trade show costs of $17,521.~~$24,343.

Research and Development Expense

During the six months ended March 31, ~~2022,~~2023, research and development expense totaled ~~$1,216,329~~$1,296,577 compared to ~~research and development expense~~$1,216,329 for the six months ended March 31, ~~2021 totaling $641,863, an~~2022. The increase in expense of ~~$574,466,~~$80,248 or approximately ~~89% resulted largely from continuous improvements of our existing software, resulting~~7% was primarily due to increases in ~~increased payroll~~consulting and related tax expense of $540,225 after our implementation and subsequent commencement of amortization of our new monitoring software and higher travel and entertainment of $18,922. As a result of the implementation of our new monitoring software on July 1, 2021, capitalization of developed technology decreased to $310,525 during the six months ended March 31, 2022, which represents technology projects currently in development compared to the $897,681 which was capitalized in the six months ended March 31, 2021. A portion of this expense would have been recognized as research and development expense, absent the significant enhancements to the technology.outside services expenses.

Depreciation and Amortization Expense

During the six months ended March 31, ~~2022,~~2023, depreciation and amortization expense totaled ~~$831,572,~~$495,283 compared to ~~$1,041,830~~$831,572 for the six months ended March 31, ~~2021. This~~2022, a decrease of ~~$210,258,~~$336,289 or approximately ~~20%~~40%, ~~was~~ largely due to intangible assets that were fully ~~depreciated assets.~~amortized in the period and an impairment of intangible assets recorded in the fourth quarter of fiscal 2022.

Total Operating Expense

During the six months ended March 31, ~~2022,~~2023, total operating expense increased to ~~$8,735,498~~$8,914,521 compared to ~~$7,563,130~~$8,735,498 for the six months ended March 31, ~~2021,~~2022, an increase of ~~$1,172,368,~~$179,023 or approximately ~~16%~~2%. The increase ~~was largely~~is principally due to ~~higher general and administrative expense of $554,445, higher selling and marketing expense of $253,715 and higher research and development costs of $574,466 as~~the factors disclosed above. ~~These costs were partially offset by lower depreciation and amortization of $210,258.~~

Operating Income (Loss)

During the six months ended March 31, ~~2022,~~2023, operating loss was ($991,038) compared to operating income ~~was~~of $603,716 ~~compared to $3,084,658~~ for the six months ended March 31, ~~2021,~~2022, a reduction of ~~$2,480,942,~~$1,594,754 or approximately ~~80%~~264%. This ~~decline~~reduction was principally due to a ~~reduction~~decrease in gross profit of ~~$1,308,574, and an increase in operating expense of $1,172,368.~~
~~-23-~~

~~Table of Contents~~
$1,415,731.

Other Income and Expense

For the six months ended March 31, ~~2022, other income totaled~~2023, other expense oftotaled ($~~16,174)~~265,583) compared to other income of $738,080 for the six months ended March 31, 2021. The increase in other expense of $754,254 in net other expense was a result of negative currency exchange rate movements of $652,751 and a decrease in other income, net of $367,311, partially offset by a reduction in interest expense of $265,808. Other income, net largely represents $633,471 of accrued expenses recently forgiven by a vendor and a gain on forgiveness of loans of $1,000,756 in the six months ended March 31, 2021.
~~Net income Attributable to Common Shareholders~~
~~The Company had net income from continuing operations~~($16,174) for the six months ended March 31, 2022, ~~totaling $146,919~~an increase of $249,409. The increase in other expense is largely due to a vendor forgiving $633,471 of accrued expenses in 2022 partially offset by positive currency exchange rate movements of $264,852 between the US Dollar vs. the Chilean Peso, compared to athe first half of fiscal 2022, and lower net ~~income~~interest expense of ~~$3,507,725~~$119,210.
Net Income (Loss) Attributable to Common Stockholders
The Company had net loss attributable to common stockholders of ($1,448,874) for the six months ended March 31, ~~2021, representing~~2023, compared to net income attributable to common stockholders of $146,919 for the six months ended March 31, 2022. This decrease is due to lower operating income and a ~~decline~~vendor forgiving $633,471 of ~~$3,360,806 or approximately 96%.~~accrued expenses in 2022, partially offset by positive currency exchange rate movements, lower interest expense and lower income tax expense.

Liquidity and Capital Resources

The Company is currently self-funded through net cash provided by operating activities.

~~On May 19, 2020, the Company received net proceeds~~
-24-
Table of $933,200 from a potentially forgivable loan from the United States Small Business Administration pursuant to the Paycheck Protection Program enacted by Congress under the Coronavirus Aid, Relief, and Economic Security Act (15 U.S.C. 636(a)(36)) (the “~~CARES Act~~~~”) administered by the SBA (the “~~~~PPP Loan~~~~”). On December 8, 2020, the Company filed the application for forgiveness with BMO Harris Bank National Association (the “~~~~Lender~~”) and on January 8, 2021, the Company received a notification from the Lender that the SBA remitted funds to fully repay the PPP Loan, and that the funds were utilized to pay-off and close the PPP Loan and that the PPP Loan was fully forgiven.
Contents

On October 21, 2020, the Company requested, in writing, an additional extension to the maturity date of ~~that certain facility agreement between~~ the ~~Company and Conrent Invest, S.A. (~~~~Conrent~~~~"), dated December 30, 2013, as amended on February 24, 2019, and further amended on January 7, 2020 (the~~ "$30.4 million Amended Facility ~~Agreement~~~~"), which previously provided for a $30.4 million unsecured debt facility.~~Agreement. On November 25, 2020, the ~~investors who owned the securities from Conrent used to finance the facility (the "~~Noteholders") held a meeting to address the Company’s request and approved a new maturity date of July 1, 2024. On December 21, 2020, Conrent and the Company signed ~~an amendment to~~ the Amended Facility, ~~Agreement (the "~~~~Amended Facility~~") which ~~extends~~extended the maturity date of the ~~agreement~~Amended Facility Agreement to July 1, 2024, ~~capitalizes~~capitalized the accrued and unpaid interest ~~increasing~~which increased the outstanding principal amount and ~~reduces~~reduced the interest rate of the Amended Facility from 8% to 4%. On March 1, 2021, Conrent completed their documentation and the updated registration process to implement these changes and the Company transferred $12,531,556 of accrued interest to the ~~Amended Facility~~note payable for total principal of $42,931,556. Conrent forgave $67,556 of the ~~aggregate~~ amount due ~~under~~and the new Amended Facility ~~and the~~ principal and interest ~~due under the Amended Facility~~ became $42,864,000. Interest payments ~~are~~were scheduled to be made on June 30 and December 31 each year, which began on June 30, 2021. We began amortizing deferred financing fees of approximately $360,000 on July 1, 2021. As of March 31, ~~2022,~~2023, $42,864,000 of principal and ~~$0.4 million~~$428,640 of interest was owed to Conrent. On April 26, 2023, the Company and Conrent entered into an amendment to the facility agreement (the "Amendment") originally executed by and between the parties on December 30, 2013, as amended on June 30, 2015, July 19, 2018, February 24, 2019, January 10, 2020 and December 21, 2020 (the “Amended Facility Agreement”), containing certain provisions of the Company's existing $42.864 million unsecured debt facility. The Amendment is effective on April 28, 2023 and extends the maturity date from July 1, 2024 to July 1, 2027. Furthermore, the Amendment: (i) amends the applicable Interest Rate and (ii) removes section 3.7 “Change of Control” of the Amended Facility Agreement. In return, the Company ~~paid Conrent the $876,331 interest due on January 5, 2022.~~agreed to pay certain fees to Conrent.

On January 6, 2021, the Company borrowed 70,443,375 Chilean Pesos (“CLP”) ($101,186USD) from HP Financial Services Chile Limitada. To facilitate the Loan, the Company entered into a Note Payable Agreement with HP Financial Services Chile Limitada as lender. The loan was used to purchase PABX (private automatic branch exchange phone equipment) for the construction of the Gendarmeria de Chile monitoring centers in Santiago and Puerto Montt, Chile. The loan bears an interest ~~at a~~ rate of 6.56% per annum, payable monthly with principal beginning February 2021, and a maturity date of February 6, 2024.

On January 12, 2021, the Company borrowed 347,198,500CLP ($482,965USD), net of 2,801,500CLP fees ($3,897USD), from Banco Santander. To facilitate the Loan, the Company entered into a Note Payable Agreement with Banco Santander as lender. The loan was used ~~for~~to comply with the construction of ~~the~~ Gendarmeria de Chile monitoring center in Santiago, Chile and remodeling a temporary monitoring center. The loan bears an interest at a rate of 5.04% per annum, payable monthly with principal beginning February 2021, and a maturity of May 11, 2024. The Company also paid 19,607,843CLP ($27,275USD) in broker fees which are amortized over the life of the loan.
~~-24-~~

~~Table of Contents~~

On February 2, 2021, the Company borrowed 247,999,300CLP ($338,954USD), net of 2,000,700CLP fees ($2,734USD), from Banco Estado. To facilitate the Loan, the Company entered into a Note Payable Agreement with Banco Estado as lender. The loan provided was used for the construction of the Gendarmeria de Chile monitoring center in Santiago ~~Chile~~ and computer equipment for Gendarmeria branch offices. The loan bears an interest ~~at a~~ rate of 3.50% per annum, initially having a 6-month grace period with the first payment including the 6 months of interest plus 1 month of principal on August 2, 2021, then monthly interest with principal, and a maturity date of January 2, 2024. The Company also paid 14,124,294CLP ($19,304USD) in broker fees which are amortized over the life of the loan.

On February 4, 2021, the Company borrowed 149,794,432CLP ($205,330USD) from HP Financial Services Chile Limitada. To facilitate the Loan, the Company entered into a Note Payable Agreement with HP Financial Services Chile Limitada as lender. The loan was used to purchase computer equipment for the Gendarmeria de Chile monitoring center in Santiago, Chile. The loan bears an interest at a rate of 6.61% per annum, payable monthly with principal beginning March 2021, and a maturity of March 4, 2024.

On February 5, 2021, the Company borrowed of 99,808,328CLP ($136,564USD), net of 210,485CLP fees ($286USD), from Banco de Chile. To facilitate the Loan, the Company entered into a Note Payable Agreement with Banco de Chile as lender. The loan provided was used to purchase HVAC equipment for Gendarmeria de Chile monitoring center in Santiago, Chile. The loan bears an interest ~~at a~~ rate of 2.54% per annum, payable monthly with principal beginning March 2021, and a maturity date of March 4, 2024.

On February 15, 2021, the Company borrowed 500,000,000CLP ($678,214USD) from Banco de Chile. To facilitate the Loan, the Company entered into a Note Payable Agreement with Banco de Chile as lender. The loan proceeds were used as working capital and to complete the construction of the Gendarmeria monitoring center in Puerto Montt, Chile. The loan bears an interest at a rate of 3.12% per annum, payable monthly with principal beginning March 2021, and a maturity of February 17, 2025. The Company also paid 28,248,588CLP ($38,317USD) in broker fees which are amortized over the life of the loan.

~~Management will continue to seek other sources~~
-25-
Table of capital, refinancing options, prepayment of debt at a discount and potentially other transactions including the exchange of some debt for an equity related security to reduce its total debt and assist in meeting all of its future obligations. While management believes it will be successful in completing one or more of these alternatives prior to the maturity of the Amended Facility Agreement in July 2024, no assurances can be given.
Contents

~~Other than the above-mentioned items, no~~No borrowings or sales of equity securities occurred during the six months ended March 31, ~~2022~~2023 or during the year ended September 30, ~~2021.~~2022.

Net Cash Flows ~~provided~~Provided by Operating Activities.

During the six months ended March 31, ~~2022,~~2023, we had cash flows from operating activities of ~~$1,263,350,~~$2,133,053, compared to cash flows from operating activities of ~~$849,085~~$1,263,350 for the six months ended March 31, ~~2021,~~2022, representing ~~a $414,265~~an increase of $869,703 or approximately ~~49%~~69%. The increase in cash flows from operations ~~of $414,265~~ was largely the result of ~~lower use of cash related to performance bonds and monitoring center~~decreases in our net operating assets, ~~a decline~~mainly driven by decreases in accounts receivable ~~partially offset by a decrease in accounts payable~~ and ~~accrued liabilities~~prepaid expense, deposits, deferred tax assets and ~~lower operating income.~~other assets.

Net Cash Flows ~~(used in)~~Used in Investing Activities.

The Company used ~~($2,359,136)~~$3,548,322 of cash ~~from~~for investing activities during the six months ended March 31, ~~2022,~~2023, compared to ~~($2,653,457)~~$2,359,136 of cash used for investing activities during the six months ended March 31, ~~2021. Cash~~2022. The increase in cash used for investing activities was ~~used for~~primarily related to purchases of monitoring and other equipment to complete the swap of 3G devices and meet customer demand ~~and enhancements of certain software~~ during the six months ended March 31, 2022. For the six months ended March 31, 2022, capitalized software decreased by $587,156 compared to the six months ended March 31, 2021 as the Company completed its new software platform in the third fiscal quarter of 2021, which was partially offset by increased purchases of monitoring equipment and parts of $334,172 compared to the six months ended March 31, 2021.2023.

Net Cash Flows ~~provided by (used in)~~Used in Financing Activities.

The Company used ~~($249,142)~~$276,666 of cash ~~from~~for financing activities during the ~~six~~three months ended March 31, ~~2022,~~2023, which was ~~largely~~ the result of loan principal payments ~~of ($256,636). The Company was provided $1,623,667~~on Chile’s long-term debt, compared to $249,142 of cash used for financing activities during the six months ended March 31, ~~2021, which included $1,943,213 of proceeds from notes payable, partially offset by the payment of financing fee costs of ($271,084).~~
~~-25-~~

~~Table of Contents~~
2022.

Liquidity, Working Capital and Management’s Plan

As of March 31, ~~2022,~~2023 the Company had unrestricted cash of ~~$7,118,168,~~$4,014,530 compared to unrestricted cash of ~~$8,421,162~~$5,311,104 as of September 30, ~~2021.~~2022. As of March 31, ~~2022, we~~2023, the Company had working capital of ~~$9,667,322,~~$5,228,419, compared to working capital of ~~$9,190,430~~$7,296,297 as of September 30, ~~2021.~~2022. This ~~increase~~decrease in working capital of ~~$476,892~~$2,067,878 is principally due to ~~cash provided by operating activities, partially offset by~~ the purchase of monitoring equipment, ~~and parts.~~offset by a decrease in operating liabilities.

On October 21, 2020, the Company requested, in writing, an additional extension to the maturity date of the Amended Facility Agreement. On November 25, 2020, the Noteholders held a meeting to address the Company’s request and approved a new maturity date of July 1, 2024. On December 21, 2020, Conrent and the Company signed an Amendment to the Amended Facility Agreement which ~~extends~~extended the maturity date of the ~~agreement~~Amended Facility Agreement to July 1, 2024, ~~capitalizes~~capitalized the accrued and unpaid interest ~~increasing~~which increased the outstanding principal amount and ~~reduces~~reduced the interest rate of the Amended Facility Agreement from 8% to 4%. On June ~~28,~~30, 2021, the Company restarted interest payments to Conrent which ~~will be~~have been made semi-annually ~~going forward. See Note 19~~since that time.
On April 26, 2023, the Company and Conrent entered into a new amendment to the ~~Consolidated Financial Statements.~~Facility Agreement which further extended the maturity date from July 1, 2024 to July 1, 2027, established an escalation in the interest rate and required the Company to pay certain fees to Conrent.

During the fiscal year ended September 30, 2021, the Company borrowed approximately ~~$2.0~~$1.95 million through six notes payable to fund the construction of monitoring centers in Chile required by our new contract. These six notes mature between January 2024 to February 2025 and the principal repayments on these six notes have all commenced. ~~See Note 19 to~~No additional funds were borrowed during the ~~Consolidated Financial Statements.~~
~~The Company believes it will be able to continue to fund future operations using cash on hand, utilizing operational cash flows and through other financings~~six months ended March 31, 2023 or ~~refinancing.~~borrowed during the fiscal year end September 30, 2022.

Inflation

~~We do not believe that inflation has had a material impact on our operations or profitability over the four-year period ending in 2020; however, the~~The rise in inflation in ~~2021~~fiscal 2022 and ~~2022~~the first half of fiscal 2023 has adversely impacted ~~both~~ the Company’s cost of labor, ~~and~~ materials and ~~virtually all~~ other operating expenses. We expect cost inflation to remain elevated throughout the rest of fiscal 2023 but anticipate continued supply chain productivity and pricing actions to mitigate some of the inflationary pressures.

-26-
Table of Contents
Off-Balance Sheet Financial Arrangements

The Company has not entered into any transactions with unconsolidated entities whereby the Company has financial guarantees, derivative instruments, or other contingent arrangements that expose the Company to material continuing risks, contingent liabilities, or any other obligation that provides financing, liquidity, market risk, or credit risk support to the Company.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company footprint extends to a number of countries outside the United States, and we intend to continue to examine international opportunities. As a result, our revenue and results of operations are affected by fluctuations in currency exchange rates, interest rates, transfer pricing changes, taxes and other uncertainties inherent in doing business in more than one currency. In addition, our operations are exposed to risks that are associated with changes in social, political and economic conditions in the foreign countries in which we operate, including changes in the laws and policies that govern foreign investment, as well as, to a lesser extent, changes in United States laws and regulations relating to foreign trade and investment.

Foreign Currency Risks

~~The Company conducts business with foreign customers whose contracts are principally in U.S. dollars or in one instance, in local currency.~~ We had ~~$3,050,246~~$3,085,549 and ~~$2,924,431~~$3,050,246 in foreign currency revenue from sources outside of the United States for the six months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively. We made and received payments in a foreign ~~currencies~~currency during the periods indicated, which resulted in foreign exchange gain of ~~$290,091~~$554,943 and ~~$942,842~~$290,091 in the ~~three~~six months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively. Fluctuations in the exchange loss or gain in any given period are due to the strengthening or weakening of the U.S. dollar against the Chilean Peso and Canadian dollar which have been magnified by ~~COVID-19, the conflict in Ukraine,~~global matters, inflation, and the government policies established to address those issues. Changes in currency exchange rates affect the relative prices at which we sell our products and purchase goods and services. Given the uncertainty of exchange rate fluctuations, we cannot estimate the effect of these fluctuations on our future business, product pricing, results of operations, or financial condition. We ~~do not use~~periodically enter into small, simple forward foreign currency exchange contracts or derivative financial instruments to mitigate the risk of repatriating funds converted from foreign currency into U.S. dollars for hedging ~~or speculative~~ purposes. To the extent foreign sales become a more significant part of our business in the future, we may seek to implement additional strategies which make use of these or other instruments in order to minimize the effects of foreign currency exchange on our ~~business.~~
~~-26-~~

~~Table of Contents~~
business and/or require some international customers to receive invoices and make payments in US dollars.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to the Company is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors. These disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, ~~2022~~2023 was completed pursuant to Rules 13a-15(b) and 15d-15(b) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective and designed to provide reasonable assurance that the information required to be disclosed is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms as of March 31, ~~2022.~~2023.

Changes in Internal Controls

We maintain a system of internal control over financial reporting that is designed to provide reasonable assurance that our books and records accurately reflect our transactions and that our established policies and procedures are followed. There was no change in our internal control over financial reporting during our quarter ended March 31, ~~2022~~2023 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

-27-
Table of Contents
PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is, from time to time, involved in various legal proceedings incidental to the conduct of our business. Historically, the outcome of nearly all such legal proceedings has not, in the aggregate, had a material adverse effect on our business, financial condition, results of operations or liquidity. Other than as set forth below, there are no additional pending or threatened legal proceedings at this time.

SecureAlert, Inc. v. Federal Government of Mexico (Department of the Interior). On March 24, 2017, SecureAlert Inc. (a predecessor entity to Track Group, Inc. or the Company) filed a complaint before the Federal Administrative Tribunal, asserting the failure by defendants to pay claimant amounts agreed to, and due under, the Pluri Annual Contract for the Rendering of Monitoring Services of Internees, through Electric Bracelets, in the Islas Marias Penitentiary Complex dated July 15, 2011, entered into by and between the Organo Administrativo Desconcentrado Prevencion y Readaptacion Social (“OADPRS”) of the then Public Security Department, and presently, an agency of the National Security Commission of the Department of the Interior, and SecureAlert, Inc., presently Track Group, Inc. The Company’s claim amount is upwards of $6.0 million. ~~The Supreme Court took action~~Although preliminary rulings have been unfavorable to ~~resolve previous, conflicting decisions regarding~~ the ~~jurisdiction of such~~Company, the Company’s counsel continues to review its remaining claims and determined that such claims will be resolved by the Federal Administrative Tribunal. Subsequently, plaintiff filed an Amparo action before the Collegiate Court, seeking an appeal of the Federal Administrative Court’s earlier decision against plaintiff. The Collegiate Court issued a ruling in August 2019 that the matter of dispute was previously resolved by a lower court in 2016. The Company disagreed with this ruling and on November 11, 2020 made a re-demand of the OADPRS for payment due under the July 15, 2011 contract. The OADPRS failed to respond withinanalyzing its allotted 3 months’ time-period and the Company filed an Amparo Action on May 6, 2021, which was dismissed. The Company additionally filed a motion for annulment with the Federal Administrative Tribunal on August 4, 2021. The Company was notified on January 6, 2022 that the OADPRS had filed their answer on November 12, 2021. On January 25, 2022, the Company filed its reply, and is awaiting the Court’s ruling.options. Based upon the fee arrangement the Company has with its counsel, we anticipate the future liabilities attributable to legal expense will be minimal.
~~-27-~~

~~Table of Contents~~

Commonwealth of Puerto Rico, through its Trustees v. International Surveillance Services Corporation. On January 23, 2020, the Company was served with a summons for an Adversary Action pending against International Surveillance Services Corporation (“ISS”), a subsidiary of the Company, now known as Track Group – Puerto Rico Inc., in the United States District Court for the District of Puerto Rico seeking to avoid and recover allegedly constructive fraudulent transfers and to disallow claims pursuant to United States Bankruptcy and Puerto Rican law. The allegations stem from payments made to ISS between 2014 and 2017, which the Company believes were properly made in accordance with a contract between ISS and the government of Puerto Rico, through the Oficina de Servicios con Antelacion a Juicio, originally signed in 2011. The Company is confident that all payments it received were earned and due under applicable law and ~~has~~ produced documentation supporting its position in an informal document exchange with the Commonwealth on July 6, 2020. ~~On August 26, 2021,~~The parties held a mediation on November 1, 2022 and were unable to reach an agreement but left open the ~~Court entered an order staying the Adversary Action pending the Court’s confirmation~~possibility of the Commonwealth’s Proposed Plan of Adjustment. In accordance with the terms of the August 26, 2021 order, the Company moved to lift the stay on January 11, 2022, though that motion was denied without prejudice on February 4, 2022. The case remains stayed at the present time with a hearing on the status of the stay set for May 18, 2022.
~~Eli Sabag v. Track Group, Inc., et al.~~ On March 12, 2020, Eli Sabag commenced an arbitration with the International Centre for Dispute Resolution, Case Number 01-20-0003-6931. The arbitration claim, as it pertains to the Company, alleges breach of the Share Purchase Agreement (“~~SPA~~”) between the Company and Sabag. Sabag alleges that the Company breached the SPA because it failed to pay him his earn-out after it sold or leased a sufficient number of GPS Global Tracking devices to meet the earn-out milestone, or alternatively, breached the SPA by failing to act in “good faith” to allow Sabag to achieve his earn-out. Sabag further claims that the Company fraudulently induced Sabag to sell GPS Global Tracking and Surveillance System Ltd. to the Company.additional discussions. The Company remains confident in its position and no accrual for a potential loss has ~~entered its appearance and on July 17, 2020, filed its Answer denying the allegations of the claim and asserting numerous defenses. The Company is currently negotiating~~been made, after consultation with the plaintiff to settle the dispute, and an arbitration previously scheduled for April 2022 was postponed and new arbitration dates have been tentatively scheduled from October 24, 2022 through October 28, 2022. Although the Company is currently engaged in settlement negotiations, no assurances can be given that we will be successful. In the event the Company is not successful, we intend to vigorously defend the allegations, and remain confident that the terms of the earn-out milestone were not met by the petitioner.legal counsel.

Jeffrey Mohamed Abed v. Track Group, Inc., et al. On June 7, 2021, Jeffrey Mohamed Abed filed a complaint seeking unspecified damages in the Superior Court of the State of California in Case No. 21 STCV 21345, alleging strict products liability, negligence and breach of implied warranty premised upon injuries sustained by Abed who was involved in an automobile accident while wearing a GPS tracking device of the Company. The Company was served on October 15, 2021 and filed its Answer and Affirmative Defenses on November 12, 2021. On January 11, 2022 the Company issued discovery, and the discovery process remains ongoing. The Company disputes Abed’s claims and will defend the case vigorously. The Company remains confident in its position and no accrual for a potential loss has been made, after consultation with legal counsel.

Track Group Chile SpA. v. Republic of Chile. On January 24, 2022, Track Group Chile SpA. initiated a judicial action in the Court of Justice of Chile to settle a contract dispute with the Republic of Chile. The Company asserts that it has complied with its contractual obligations and that any delays in so doing were not attributable to the Company. The Company remains confident in its position and no accrual for a potential loss has been made, after consultation with legal counsel.
Jesus Valle Gonzalez, et al. v. Track Group-Puerto Rico, et al. On May 9, 2022 Plaintiff Jesus Valle Gonzalez filed a complaint in the Court of First Instance, San Juan Superior Court, Commonwealth of Puerto Rico against the Company, and associated parties alleging the death of his mother on June 8, 2016 was a result of the gross negligence of all the defendants. This claim follows a similar claim made against the Company in June 2017 by different relatives of the deceased which was settled on September 5, 2018. Plaintiff in this matter asserts his claim now having reached the age of majority and is requesting damages of no less than $1.5 million. On October 5, 2022, the Plaintiff voluntarily dismissed the case without prejudice, and refiled the case on January 10, 2023. The Company disputes the Plaintiff’s claims, and has filed its Answer and Affirmative Defenses to the re-filed complaint. Based on the preliminary stage of the proceedings and after consultation with legal counsel, no accrual for a potential loss has been made.
-28-
Table of Contents
Michael Matthews v. Track Group, Inc., et al. On December 13, 2022, Plaintiff Michael Matthews filed a complaint in the Circuit Court of Cook County, Illinois (2022 L 011050) against the Company and other defendants alleging wrongful arrest and incarceration and a deprivation of his rights following his purportedly erroneous violation of home monitoring program requirements. The Company disputes the allegations of the complaint, has retained counsel, and intends to vigorously defend the case. Based on the preliminary stage of the proceedings and after consultation with legal counsel, no accrual for a potential loss has been made.

Item 1A. Risk Factors

Our results of operations and financial condition are subject to numerous risks and uncertainties described in our Annual Report on Form 10-K for our fiscal year ended September 30, ~~2021,~~2022, filed on December 16, ~~2021.~~2022. You should carefully consider these risk factors in conjunction with the other information contained in this Quarterly Report and other reports we file with the SEC. Should any of these risks materialize or deteriorate further, our business, financial condition and future prospects could be negatively impacted.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.
~~-28-~~

~~Table of Contents~~

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~None.~~On January 5, 2023, we received a letter from OTC Markets indicating that our common stock does not meet the continuing criteria for trading on the OTCQX because we do not have at least two independent directors on our Board of Directors. The letter also stated that we have one year from the date of non-compliance, or January 1, 2024, to regain compliance, or we will be moved from the OTCQX to an alternative market. We are currently considering applying to trade on the OTCQB marketplace in the event we fail to appoint an additional independent director to our Board prior to January 1, 2024.

Item 6. Exhibits

(a) Exhibits Required by Item 601 of Regulation S-K

Exhibit
Number

Title of Document

~~10.1~~31(i)

~~Track Group, Inc. 2022 Omnibus Equity Incentive Plan, incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on February 24, 2022.~~
~~31(i)~~
Certification of Chief Executive Officer under Section 302 of Sarbanes-Oxley Act of 2002 (filed herewith).
31(ii)

Certification of Chief Financial Officer under Section 302 of Sarbanes-Oxley Act of 2002 (filed herewith).
32

Certifications under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (filed herewith).

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH

Inline XBRL Taxonomy Extension Schema
101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB

Inline XBRL Taxonomy Extension Label Linkbase
101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase
104

Cover Page Interactive Data File (embedded within the Inline XBRL ~~Document~~document and ~~include~~contained in Exhibit 101)

-29-
Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Track Group, Inc.

Date: May ~~13, 2022~~11, 2023
By:
/s/ Derek Cassell

Derek Cassell, Chief Executive Officer
(Principal Executive ~~Officer~~Officer)

Date: May ~~13, 2022~~11, 2023
By:
/s/ Peter K. Poli

Peter K. Poli, Chief Financial Officer
(Principal Financial and Accounting Officer)

-30-

	(Unaudited) March 31, 2022			September 30, 2021
Assets
Current assets:
Cash	$	7,118,168		$	8,421,162
Accounts receivable, net of allowance for doubtful accounts of $137,602 and $91,262, respectively		6,320,661			7,163,615
Prepaid expense and deposits		1,108,905			998,589
Inventory, net of reserves of $0 and $0, respectively		654,280			305,210
Total current assets		15,202,014			16,888,576
Property and equipment, net of accumulated depreciation of $2,712,641 and $2,615,967, respectively		180,170			202,226
Monitoring equipment, net of accumulated depreciation of $6,349,392 and $5,977,093, respectively		3,864,536			3,068,100
Intangible assets, net of accumulated amortization of $19,320,341 and $17,607,457, respectively		19,200,360			20,434,143
Goodwill		8,590,773			8,519,998
Deferred tax asset		-			101,159
Other assets		4,305,681			4,309,040
Total assets	$	51,343,534		$	53,523,242

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,705,442		$	2,821,982
Accrued liabilities		3,280,713			4,350,030
Current portion of long-term debt		548,537			526,134
Total current liabilities		5,534,692			7,698,146
Long-term debt, net of current portion		43,265,114			43,452,216
Long-term liabilities		22,858			3,650
Total liabilities		48,822,664			51,154,012

Commitments and contingencies (Notes 16 and 23)

Stockholders’ equity:
Common stock, $0.0001 par value: 30,000,000 shares authorized; 11,541,452 and 11,524,978 shares outstanding, respectively		1,154			1,152
Series A Convertible Preferred stock, $0.0001 par value: 1,200,000 shares authorized; 0 shares outstanding		0			0
Paid in capital		302,258,446			302,250,954
Accumulated deficit		(298,681,608	)		(298,828,527	)
Accumulated other comprehensive loss		(1,057,122	)		(1,054,349	)
Total equity		2,520,870			2,369,230
Total liabilities and stockholders’ equity	$	51,343,534		$	53,523,242

	Three Months Ended						Six Months Ended
	March 31,			March 31,			March 31,			March 31,
	2022			2021			2022			2021
Revenue:
Monitoring and other related services	$	8,842,486		$	9,742,290		$	18,312,215		$	19,014,019
Product sales and other		641,633			119,540			767,560			249,716
Total revenue		9,484,119			9,861,830			19,079,775			19,263,735

Cost of revenue:
Monitoring, products and other related services		4,152,219			3,901,824			8,083,797			7,602,250
Depreciation and amortization included in cost of revenue		792,915			525,022			1,656,764			1,013,697
Total cost of revenue		4,945,134			4,426,846			9,740,561			8,615,947

Gross profit		4,538,985			5,434,984			9,339,214			10,647,788

Operating expense:
General & administrative		2,770,657			2,313,836			5,269,016			4,714,571
Selling & marketing		720,709			614,409			1,418,581			1,164,866
Research & development		625,477			334,569			1,216,329			641,863
Depreciation & amortization		414,771			510,067			831,572			1,041,830
Total operating expense		4,531,614			3,772,881			8,735,498			7,563,130

Operating income		7,371			1,662,103			603,716			3,084,658

Other income (expense):
Interest expense, net		(458,176	)		(565,522	)		(939,736	)		(1,205,544	)
Currency exchange rate gain		396,369			124,216			290,091			942,842
Other income, net		633,471			1,000,756			633,471			1,000,782
Total other income (expense)		571,664			559,450			(16,174	)		738,080
Income before income tax		579,035			2,221,553			587,542			3,822,738
Income tax expense		126,794			37,322			440,623			315,013
Net income attributable to common shareholders		452,241			2,184,231			146,919			3,507,725
Foreign currency translation adjustments		20,085			(265,347	)		(2,773	)		52,489
Comprehensive income	$	472,326		$	1,918,884		$	144,146		$	3,560,214


Net income per share – basic:
Net income per share	$	0.04		$	0.19		$	0.01		$	0.31
Weighted average shares outstanding		11,541,452			11,435,291			11,533,296			11,424,605

Net income per share – diluted:
Net income per share	$	0.04		$	0.18		$	0.01		$	0.29
Weighted average shares outstanding		11,955,969			12,056,918			11,961,407			12,072,079

	Three Months Ended March 31, 2022					Three Months Ended March 31, 2021					Three Months Ended March 31, 2023				Three Months Ended March 31, 2022
	Total Revenue		% of Total Revenue			Total Revenue		% of Total Revenue			Total Revenue		% of Total Revenue		Total Revenue		% of Total Revenue

United States		6,545,066		69	%	$	7,399,434		75	%		5,929,880		71%	$	6,545,066		69%
Latin America		2,275,193		24	%		2,365,906		24	%		2,304,192		28%		2,275,193		24%
Other		663,860		7	%		96,490		1	%		73,974		1%		663,860		7%
Total	$	9,484,119		100	%	$	9,861,830		100	%	$	8,308,046		100%	$	9,484,119		100%

	Six Months Ended March 31, 2022					Six Months Ended March 31, 2021					Six Months Ended March 31, 2023				Six Months Ended March 31, 2022
	Total Revenue		% of Total Revenue			Total Revenue		% of Total Revenue			Total Revenue		% of Total Revenue		Total Revenue		% of Total Revenue

United States		13,452,326		71	%	$	14,197,191		74	%		12,032,230		70%	$	13,452,326		71%
Latin America		4,826,915		25	%		4,872,319		25	%		4,586,564		27%		4,826,915		25%
Other		800,534		4	%		194,225		1	%		544,943		3%		800,534		4%
Total	$	19,079,775		100	%	$	19,263,735		100	%	$	17,163,737		100%	$	19,079,775		100%

	March 31, 2022		September 30, 2021
Finished goods inventory	$	654,280	$	305,210
Reserve for damaged or obsolete inventory		0		0
Total inventory, net of reserves	$	654,280	$	305,210

	March 31, 2023		September 30, 2022
Monitoring equipment component boards inventory	$	991,754	$	1,053,245
Reserve for damaged or obsolete inventory		-		-
Total inventory, net of reserves	$	991,754	$	1,053,245

	March 31, 2022			September 30, 2021

Patent & royalty agreements	$	21,120,565		$	21,120,565
Developed technology		15,398,149			14,919,562
Customer relationships		1,860,000			1,860,000
Trade name		141,987			141,473
Total intangible assets		38,520,701			38,041,600
Accumulated amortization		(19,320,341	)		(17,607,457	)
Intangible assets, net of accumulated amortization	$	19,200,360		$	20,434,143

	March 31, 2023							September 30, 2022
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net

Patent & royalty agreements	$	21,120,565	$	(13,692,948	)	$	7,427,617	$	21,120,565	$	(13,027,465	)	$	8,093,100
Developed technology		9,771,283		(2,313,176	)		7,458,107		9,206,006		(1,649,563	)		7,556,443
Trade name		139,560		(135,379	)		4,181		139,115		(127,241	)		11,874
Total intangible assets	$	31,031,408	$	(16,141,503	)	$	14,889,905	$	30,465,686	$	(14,804,269	)	$	15,661,417

	March 31, 2022		September 30, 2021
Balance - beginning of year	$	8,519,998	$	8,220,380
Effect of foreign currency translation on goodwill		70,775		299,618
Balance - end of year	$	8,590,773	$	8,519,998

	March 31, 2023							September 30, 2022
	Beginning of the Year Gross		Effect of foreign currency translation on Goodwill			End of the Year Gross		Beginning of the Year Gross		Effect of foreign currency translation on Goodwill			End of the Year Gross

Goodwill Balance	$	8,061,002	$	(28,279	)	$	8,032,723	$	8,519,998	$	(458,996	)	$	8,061,002

	March 31, 2022				September 30, 2021
	Operating lease asset		Operating lease liability		Operating lease asset		Operating lease liability

Other assets	$	130,812	$	-	$	165,963	$	-
Accrued liabilities		-		107,954		-		162,313
Long-term liabilities		-		22,858		-		3,650

	March 31, 2023				September 30, 2022
	Operating lease asset		Operating lease liability		Operating lease asset		Operating lease liability

Other assets	$	497,614			$	575,716	$	-
Accrued liabilities				168,481		-		177,431
Long-term liabilities				329,133		-		398,285

					Six Months Ended March 31, 2023		Six Months Ended March 31, 2022
	March 31, 2022		March 31, 2021
Cash paid for noncancelable operating leases included in operating cash flows	$	135,146	$	152,856	$	141,525	$	135,146
Right of use assets obtained in exchange for operating lease liabilities:	$	78,458	$	0
Right of use assets obtained in exchange for operating lease liabilities					$	5,382	$	78,458

	Operating Leases
From April 1, 2022 to March 31, 2023		110,716
From April 1, 2023 to March 31, 2024		23,017
From April 1, 2024 to March 31, 2025		53
Undiscounted cash flow		133,786
Less: imputed interest		(2,974	)
Total	$	130,812

			Operating Leases
From April 2023 to March 2024			$	185,721
From April 2024 to March 2025				122,034
From April 2025 to March 2026				93,379
From April 2026 to March 2027				95,166
From April 2027 to March 2028				40,210
Thereafter				193
Undiscounted cash flow				536,703
Less: imputed interest				(39,089	)
Total			$	497,614
Reconciliation to lease liabilities:
Lease liabilities - current	$	107,954	$	168,481
Lease liabilities - long-term		22,858		329,133
Total lease liabilities	$	130,812	$	497,614

	March 31, 2022			September 30, 2021

The unsecured loan (the “Amended Facility Agreement”) from Conrent Invest S.A. (“Conrent”) whereby, as of March 1, 2021, the Company had borrowed $42,864,000, net of unamortized issuance costs of $270,451, bearing interest at a rate of 4% per annum, payable in arrears annually beginning July 1, 2021, with all principal and accrued and unpaid interest due on July 1, 2024. The Company paid $876,331 interest on this loan on January 5, 2022 and intends to make its interest payments every six months going forward.	$	42,593,549		$	42,533,449

Note Payable Agreement with HP Financial Services Chile Limitada bearing interest at a rate of 6.56% per annum, with a maturity date of February 6, 2024.		57,733			70,176

Note Payable Agreement with Banco Santander, net of unamortized issuance costs of $18,110, bearing interest at a rate of 5.04% per annum, with a maturity date of May 11, 2024.		279,305			332,354

Note Payable Agreement with Banco Estado, net of unamortized issuance costs of $12,519, bearing interest at a rate of 3.50% per annum, with a maturity date of January 2, 2024.		226,536			279,869

Note Payable Agreement with HP Financial Services Chile Limitada bearing interest at a rate of 6.61% per annum, with a maturity date of March 4, 2024.		127,796			153,984

Note Payable Agreement with Banco de Chile, net of unamortized issuance costs of $264, bearing interest at a rate of 2.54% per annum, with a maturity date of March 4, 2024.		83,375			101,447

Note Payable Agreement with Banco de Chile, net of unamortized issuance costs of $25,633, bearing interest at a rate of 3.12% per annum, with a maturity date of February 17, 2025.		445,357			507,071

Total debt obligations		43,813,651			43,978,350
Less: current portion		(548,537	)		(526,134	)
Long-term debt, less current portion	$	43,265,114		$	43,452,216

	March 31, 2023			September 30, 2022

The unsecured loan (the “Amended Facility Agreement”) from Conrent Invest S.A. (“Conrent”) whereby, as of March 1, 2021, the Company had borrowed $42,864,000, bearing interest at a rate of 4% per annum, payable in arrears annually beginning July 1, 2021, with all principal and accrued and unpaid interest due on July 1, 2024. Interest payments are scheduled to be made on June 30 and December 31 each year. Unamortized issuance costs at March 31, 2023 are $136,350. As of March 31, 2023, $42,864,000 of principal and $428,640 of interest was owed to Conrent.	$	42,727,650		$	42,653,649

The unsecured Note Payable Agreement with HP Financial Services Chile Limitada bearing interest at a rate of 6.56% per annum, with a maturity date of February 6, 2024.		28,437			35,335

The unsecured Note Payable Agreement with Banco Santander, net of unamortized issuance costs of $9,725, bearing interest at a rate of 5.04% per annum, with a maturity date of May 11, 2024.		154,047			177,463

The unsecured Note Payable Agreement with Banco Estado, net of unamortized issuance costs of $5,675, bearing interest at a rate of 3.50% per annum, with a maturity date of January 2, 2024.		104,609			135,521

The unsecured Note Payable Agreement with HP Financial Services Chile Limitada bearing interest at a rate of 6.61% per annum, with a maturity date of March 4, 2024.		65,823			79,375

The unsecured Note Payable Agreement with Banco de Chile, net of unamortized issuance costs of $85, bearing interest at a rate of 2.54% per annum, with a maturity date of March 4, 2024.		42,150			51,278

The unsecured Note Payable Agreement with Banco de Chile, net of unamortized issuance costs of $16,799, bearing interest at a rate of 3.12% per annum, with a maturity date of February 17, 2025.		296,709			303,303

Total debt obligations		43,419,425			43,435,924
Less: current portion		(545,865	)		(456,681	)
Long-term debt, less current portion	$	42,873,560		$	42,979,243

Twelve months ended March 31:	Total
2023	$	548,537
2024		551,278
2025		43,040,813
Total		44,140,628
Issuance costs		(326,977	)
Debt obligations, net of unamortized issuance costs	$	43,813,651

	Shares Under Option			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value		Shares Under Option			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
Outstanding as of September 30, 2021		457,075		$	1.74		1.04	$	779,977
Outstanding as of September 30, 2022											160,881		$	1.24		0.60	$	225
Granted		-			-						-			-				-
Expired/Cancelled		(21,138	)		1.19						(56,970	)		1.24				-
Exercised		(26,564	)		1.21						-			-				-
Outstanding as of March 31, 2022		409,373			1.81		0.62	$	102,537
Exercisable as of March 31, 2022		409,373			1.81		0.62	$	102,537
Outstanding as of March 31, 2023											103,911		$	1.24		0.23	$	0
Exercisable as of March 31, 2023											103,911		$	1.24		0.23	$	0

	Three months ended March 31,
	2022		2021
Monitoring equipment operating revenue	$	7,457,025	$	8,430,108

	Six months ended March 31,
	2022		2021
Monitoring equipment operating revenue	$	15,451,482	$	16,390,314

Exhibit Number		Title of Document

~~10.1~~31(i)		~~Track Group, Inc. 2022 Omnibus Equity Incentive Plan, incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on February 24, 2022.~~
~~31(i)~~		Certification of Chief Executive Officer under Section 302 of Sarbanes-Oxley Act of 2002 (filed herewith).
31(ii)		Certification of Chief Financial Officer under Section 302 of Sarbanes-Oxley Act of 2002 (filed herewith).
32		Certifications under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (filed herewith).

101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (embedded within the Inline XBRL ~~Document~~document and ~~include~~contained in Exhibit 101)

	Track Group, Inc.

Date: May ~~13, 2022~~11, 2023	By:	/s/ Derek Cassell
		Derek Cassell, Chief Executive Officer (Principal Executive ~~Officer~~Officer)

Date: May ~~13, 2022~~11, 2023	By:	/s/ Peter K. Poli
		Peter K. Poli, Chief Financial Officer (Principal Financial and Accounting Officer)