Filed 2026-03-24 · Period ending 2025-12-31 · 22,720 words · SEC EDGAR
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# TABLE TRAC INC (TBTC) — 10-K
**Filed:** 2026-03-24
**Period ending:** 2025-12-31
**Accession:** 0001437749-26-009488
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1090396/000143774926009488/)
**Origin leaf:** f2ab8fe883af971663fdb7385258345ae07cff26bd452f4e195dc7d71479ec9c
**Words:** 22,720
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
| | | | | | | |
| | Annual report pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 | |
For the fiscal year endedDecember 31, 2025
or
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| | Transition report pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 | |
| | For the transition period fromto | |
Commission File No. 001-32987
(Exact name of registrant as specified in its charter)
| Nevada | | 88-0336568 | |
| (State or other jurisdiction of Incorporation or Organization) | | (IRS Employer Identification No.) | |
| | | | |
| 6101 Baker Road, Suite 206, Minnetonka, Minnesota | | 55345 | |
| (Address of principal executive office) | | (Zip Code) | |
Registrants telephone number, including area code: (952) 548-8877**
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which register | |
| N/A | | N/A | | N/A | |
Securities registered pursuant to Section 12(g) of the Act:
**Common Stock, par value $0.001**
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesNo
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.YesNo
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.
| Largeacceleratedfiler | | Acceleratedfiler | | |
| Non-accelerated filer | | Smallerreportingcompany | | |
| | | 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 has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive ocers during the relevant recovery period pursuant to 240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YesNo
The aggregate market value of the registrants common stock held by non-affiliates as of June 30, 2025was approximately $19.4 million based on the average bid and asking price of the registrants common stock on that date ($5.88 per share). As of March 24 2026, the registrant had outstanding 4,639,523 shares of common stock, $.001 par value per share.
**DOCUMENTS INCORPORATED IN PART BY REFERENCE**
Part III incorporates by reference certain information from the Registrants definitive proxy statement (the Proxy Statement) for the 2026Annual Meeting of Stockholders. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrants fiscal year ended December 31, 2025.
[Table of Contents](#toc)
**Table Trac, Inc.** ****
**Table of Contents **
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PART I. |
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Item 1. |
Business |
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Item 1A. |
Risk Factors |
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Item 1B. |
Unresolved Staff Comments |
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Item 1C. |
Cybersecurity |
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Item 2. |
Properties |
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Item 3. |
Legal Proceedings |
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Item 4. |
Mine Safety Disclosures |
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PART II. |
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Item 5. |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
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Item 6. |
Reserved |
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Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operation |
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Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
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Item 8. |
Financial Statements |
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Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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Item 9A. |
Controls and Procedures |
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Item 9B. |
Other Information |
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PART III. |
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Item 10. |
Directors, Officers and Corporate Governance |
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Item 11. |
Executive Compensation |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management |
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Item 13. |
Certain Relationships and Related Transactions and Director Independence |
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Item 14. |
Principal Accountant Fees and Services |
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PART IV. |
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Item 15. |
Exhibits and Financial Statement Schedules |
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Signatures |
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Certifications and Exhibits |
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****
[Table of Contents](#toc)
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**PART I**
**Item 1. Business.**
**GENERAL**
Table Trac, Inc. (the Company,Table Trac, "we" or "our") is a Nevada corporation, formed on June 27, 1995, with principal offices in Minnetonka, Minnesota. The Companys corporate website address is www.casinotrac.com.The Company makes available free of charge, on or through the Companys website https://www.casinotrac.com/investors/, its annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and amendments to those reports, as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission.
The Company has developed and patenteda proprietary information and management system (called our Table Trac system) that automates and monitors the operations of casino table game operations. In addition to its table games management system, Table Trac has developed a highly secure, unified, and stable Casino Management System (CMS) offering end-to-end casino resort functionality for guest rewards and loyalty marketing operations, marketing analysis, guest service, promotions, administration / management, vault / cage management and audit / accounting tasks, altogether a powerful, elegant technology ecosystem of value, efficiency and reliability for casinos seeking to add or upgrade their casino management systems.
The Company sells and leasessystems and technical support to casinos. The open architecture of CasinoTrac is designed to provide operators with a secure, scalable, and flexible system that can interconnect and operate with most third-party software or hardware. Key products and services include modules designed to drive player tracking programs and kiosk promotions, as well as vault and cage controls. The Companys systems are designed to meet strict auditing, accounting and regulatory requirements applicable to the gaming industry. The Company has developed a patented, real-time system that automates and monitors the operations of casino gaming tables.The Company continues to increase its market share by expanding its product offerings to include new system features, and ancillary products.
**TABLE TRAC INSTALLATIONS**
Table Trac currently has casino management systems, table games management systems, DataTrac, KioskTrac, KioskTrac Mobile, SlotSUITE, RePrintEnroll kiosksinstalled with on-going support and maintenance contracts withover 115casino operators in over 300 casinosin the U.S., Australia, Caribbean, Central and South America.
**AVAILABILITY OF TABLE TRAC**
Table Trac systems are available for purchase from the Company by any legal gambling casino in the U.S. and legal casinos operating outside the USA. Table Tracs systems are purchased, installed and sold with a monthly license and maintenance contract whereby Table Trac performs required maintenance on its systems to assure trouble-free operations.
**MANUFACTURING CAPABILITIES**
The Company designs and manufactures its ownslot machine gaming machine interface boards using the services of third-party electronics assembly firms. The Company has relationships with a host of third-party electronic and gaming equipment manufacturers that can be readily available for hire, as needed. The Company believes it has an adequate supply of component parts and raw materials used in manufacturing its casino management systems.
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[Table of Contents](#toc)
**TRADEMARKS AND PATENTS**
The Company has a registered trademark (TABLE TRAC), which was originally issued on September 7, 2000.
In September 1999, Table Trac, Inc. was granted its first patent (U.S. Patent No. 5,957,776) based on patent application No. 08/689351 filed in August 1996. The patent relates to a proprietary information and management system designed to automate and monitor casino table game operations (the Table Trac system)
In August of 2022 and September of 2020, the Company was granted Patents (U.S. patent #11,417,169)on its April 2017 application 16/984755SYSTEMS AND METHODS OF FACILITATING INTERACTIONS BETWEEN AN ELECTRONIC GAMING MACHINE, GAME PLAYER, AND A CONTROL SYSTEM and(U.S. patent #10,769,885 B2)on its April 2017 application 15/946,227 SYSTEMS AND METHODS OF FACILITATING INTERACTIONS BETWEEN AN ELECTRONIC GAMING MACHINE, GAME PLAYER, AND A CONTROL SYSTEM.
In Juneof 2021, the Company was granted a Patent(U.S. patent #11,024,116)on its May 2020 application 16/884731 DYNAMIC AUTOMATED SOCIAL DISTANCING ON ELECTRONIC GAMING MACHINES.
The Company has no issued foreign patents and has not applied for patents in foreign jurisdictions.
In addition, the Company renewed its Trademark claim for Table Trac which was granted July 31, 2018, Reg. No. 5,529,779 and made a new Trademark claim on its CasinoTrac brand which was registered on July 23, 2019
**HUMAN CAPITAL**
As of December 31, 2025, the Company had 32full-time equivalents with an employee headcount of 32.
**COMPETITION**
There is intense competition in the gaming management and gaming products industry which is characterized by dynamic customer demand and rapid technological advances. Today, there are many systems providers in the U.S. and abroad offering casinos and gaming operators total solution casino management and table games management systems. As a result, the Company must continually adapt its approach and its products to meet this demand and match technological advances and, if it cannot do so, the Companys business, results of operations or financial condition may be adversely impacted.
**GOVERNMENT REGULATIONS**
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The gaming and lottery industries are generally subject to extensive and evolving regulation that customarily includes some form of licensing or regulatory screening of suppliers, manufacturers and distributors and their applicable affiliates, their major shareholders, officers, directors and key employees. In addition, certain of our gaming products and technologies must be certified or approved in certain jurisdictions in which we operate. Regulators review many facets of an applicant or holder of a license, including its financial stability, integrity and business experience. Any failure to receive a license or the loss of a license that we currently hold could have a material adverse effect on us or on our results of operations, cash flow or financial condition.
While we believe that we are in compliance with all material gaming and lottery laws and regulatory requirements applicable to us, we cannot assure that our activities or the activities of our customers will not become the subject of any regulatory or law enforcement proceeding or that any such proceeding would not have a material adverse impact on us or our results of operations, cash flow or financial condition.
**RECENT DEVELOPMENTS**
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The Company installed CasinoTrac ateight new customerin 2025 expandingthe Companys presence inNevada, New Mexico, Washington, theCaribbean and Panama. At the end of 2025, the Company had casino management systems, table games management systems and ancillary products installed with on-going support and maintenance contracts with 115casino operators in over 300 casinos.
During 2025, the Company participated in several key industry trade shows and conferences, including, the Indian Gaming Association Trade Show and Conference, the Oklahoma Indian Gaming Association Trade Show and Conference, and Global Gaming Expo (G2E), the industrys premier event. The Companyholds licenses for the following states:California, Iowa, Kansas, Louisiana, Maryland, Minnesota, Mississippi, Nevada,West Virginiaand Wisconsin,which will allow the Company to pursue sales in these territories.
On January 1, 2026, Randy Gilbert was appointed Chief Executive Officer of the Company. Mr. Gilbert will continue to serve as the Companys Chief Financial Officer.
In February 2020, the Company obtained a $500,000 line of credit with a lender. The Company has renewed this line of credit through February 2027.
**Available Information**
The SEC maintains a website that contains reports, proxy statements and other information that the Company files electronically with the SEC. These materials may be obtained electronically by accessing the SECs website at www.sec.gov.
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**Item 1A. Risk Factors.**
**Risk Factors Relating to Our Business**
**The Company****s business is subject to unpredictable order flows, which might cause its results to fluctuate significantly from period to period.**
Individual system sales can have a long sales cycle, resulting in unpredictable revenue from such sales. Other revenue is derived from expansion opportunities at existing customer facilities and, although existing customers have in the past engaged us to provide expanded services and systems, there is no contractual agreement to provide us with any minimum volume or the ability to expand our services and systems. For these reasons, the Company can experience unpredictable order flows for system expansions.
**Our growth and ability to access capital markets are subject to a number of economic risks.**
Financial markets worldwide can experience disruption, including, among other things, diminished liquidity and credit availability, rating downgrades of certain investments and declining valuations. Financial market conditions affect our business in a number of ways. For example, the tightening of credit in financial markets adversely affects the ability of our customers to obtain financing for purchases and operations and could result in a decrease in or cancellation of lease and sale orders for our products and services. In addition, poor financial market conditions could also affect our ability to raise funds in the capital and lending markets.
**Unfavorable economic, social and political conditions,public health crises and other events beyond our control may have a negative effect on our business, results of operations and financial conditions.**
If fewer players visit our customers facilities or, if such players have less disposable income to spend at our customers facilities or if our customers are unable to make timely payments to us or to devote resources to purchasing and leasing our products are/or forced to close their facilities, there could be an adverse effect on our business, results of operations and financial conditions. Such risks that may affect our customers and suppliers and consumers behavior include, but are not limited to:
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adverse economic and market conditions in gaming markets, including recession, inflation, economic slowdown, high rates of unemployment, higher interest rates, new or increased tariffs, higher airfares, higher energy and gasoline prices and rising food and healthcare costs; |
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global geopolitical events such as terrorist attacks or threats thereof,acts of war or hostility, including the warin Ukraine, civil unrest or other economic or political uncertainties; |
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global health concerns, including pandemics, epidemics, or outbreaks of infectious or contagious diseases; |
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natural disasters such as major fires, floods, hurricanes and earthquakes; and |
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inability of our customers to operate due to regulatory disputesor inability to meet their debt obligations. |
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**We have agreements with casinos in Native American and foreign jurisdictions, which may subject us to sovereign immunity risks.**
We may have a difficult time enforcing our contracts with Central America, South America, the Caribbean and Native American tribes and the casinos they operate. These customers may enjoy significant immunity or impracticality from suit. For instance, in order to sue a Native American tribe (or an agency or instrumentality of a Native American tribe); the Native American tribe must have effectively waived its sovereign immunity with respect to the matter in dispute. While we always seek the waivers of immunity initially, they may not always become a part of our final contracts with Native American tribes. Without a waiver, limited or otherwise, of the tribes sovereign immunity, our ordinary rights and remedies (such as our right to enter Native American lands to retrieve our property in the event of a breach of contract by the tribal party to that contract, or our right to enforce any outside judgment against such tribal party) will not likely be enforceable.
**Our business may suffer if our products become obsolete or demand for them decreases, including without limitation, as a result of****our inability to develop innovative products or respond to technological changes.**
We derive substantially all of our revenues from leasing, licensing, selling and other financing arrangements of products withinthe gaming industry. Consistent demand for and satisfaction with our products by our customers is critical to our financial condition and future success. Problems, issues, defects or dissatisfaction with our products could cause us to lose customers or revenues from leases with minimal notices. Additionally, our success depends on our ability to keep pace with technological advances in our industry and to adapt and improve our products in response to evolving customer needs and industry trends. If demand for our products weakens due to lack of market acceptance, technological change, increased competition, regulatory changes, or other factors, it could have a material adverse effect on our business, results of operations or financial condition.
**Any disruption in our manufacturing processes, any significant increase in manufacturing costs or any inability to manufacture our products to meet demand could adversely affect our business and operating results.**
We create our software and many related products ourselves. Should any of these manufacturing processes be disrupted we may be unable to timely remedy such disruption. In such a case, we may be unable to produce a sufficient quantity of our products to meet the demand of our customers. In addition, manufacturing costs may increase significantly and we may not be able to successfully recover these cost increases with increased pricing to our customers. Either case could have an adverse impact on our business, results of operations or financial condition.
**We operate in a very competitive business environment and if we do not adapt our approach and our products to meet this competitive environment, our business, results of operations or financial condition could be adversely impacted.**
There is intense competition in the gaming management and gaming products industry which is characterized by dynamic customer demand and rapid technological advances. Today, there are many systems providers in the U.S. and abroad offering casinos and gaming operators total solution casino management and table games management systems. As a result, we must continually adapt our approach and our products to meet this demand and match technological advances and if we cannot do so, our business results of operations or financial condition may be adversely impacted. Conversely, the development of new competitive products or the enhancement of existing competitive products in any market in which we operate could have an adverse impact on our business, results of operations or financial condition. Several of our competitors are larger, have greater name recognition, longer operating histories, larger marketing budgets and significantly greater resources than we do, and are able to devote greater resources to the development, promotion and sale of their products and services. If we are unable to remain dynamic in the face of changes in the market, it could have a material adverse effect on our business, results of operations or financial condition.
**We are dependent on the success of our customers and their decisions to upgrade or replace their current casino management systems.**
Our success depends on our customers leasing or buying our products to expand their existing operations, replacing existing gaming management products or equipping a new casino. Any slowdown in the replacement cycle on the part of our customers may negatively impact our operations.
The opening of new casinos, expansion of existing casinos, and replacement of gaming management systems fluctuate based on demand, general economic conditions, regulatory approvals, and the availability of financing. These activities may also be adversely affected by factors such as inflationary pressures, rising interest rates, supply chain disruptions, labor shortages, geopolitical instability, or changes in consumer spending patterns. In addition, the expansion of gaming into new jurisdictions can be a lengthy and uncertain process, often requiring public referendums, legislative action, and extensive regulatory review. Any of these factors could delay, restrict, or prevent the expansion of our business and could negatively impact our results of operations, cash flows, and financial condition.
**If our products contain defects, our reputation could be harmed and our operating results and financial results could be adversely affected.**
Some of our products and our anticipated future products are complex and may contain defects that we do not detect. The occurrence of defects or malfunctions in one or more of our products could result in financial losses for our customers and in turn the termination of leases, cancellation of orders, product returns and diversion of our resources, and could additionally result in lost revenues, civil damages and regulatory penalties, as well as possible rescission of product approvals. Any of these occurrences could also result in the loss of or delay in market acceptance of our products and loss of placements.
**We may not be able to attract, retain, or motivate the management or employees necessary to remain competitive in our industry.**
The competition for qualified personnel in the gaming industry is intense. Our future success depends on the retention and continued contributions of our key management, finance, marketing, development, technical and staff personnel, many of whom would be difficult or impossible to replace. Our success is also tied to our ability to recruit additional key personnel in the future. We may not be able to retain our current personnel or recruit any additional key personnel required. The loss of services of any of our personnel or our inability to recruit additional necessary key personnel could have a material adverse effect on our business, financial condition, results of operations and prospects.
**Any disruption in our software and related information technology systems due to a cyber incident could adversely affect our business, operating results and financial conditions.**
We rely on our software and related information technology systems to operate our business. We are also exposed to the risk of cyber incidents in the ordinary course of business. To date, we have not experienced a cyber breach or incident. Cyber incidents may be deliberate attacks for the theft of intellectual property or other sensitive information or may be the result of unintentional actions or events. We have information technology security initiatives and recovery plans in place to mitigate our risk to these vulnerabilities, but these measures may not be adequate, or implemented properly, or executed timely to ensure that our operations are not disrupted. Cyber-attacks are becoming increasingly more difficult to anticipate, prevent and detect due to their rapidly evolving nature and, as a result, the technology we use to protect our systems from being breached or compromised could become outdated due to advances in computer capabilities or other technological developments.Potential risks associated with a material cyber incident include loss of intellectual property, impairment of our ability to conduct our operations, disruption of our customers operations, damage to our reputation and our relationships with existing or potential customers, litigation, significant fines, penalties and liability, and increased cyber security protection and remediation costs. Such consequences could adversely affect our business, results of operations or financial condition.
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**If we are unable to maintain and implement effective internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our reported financial information and the market price of our common stock may be negatively affected.**
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles. We will need to maintain and enhance these processes and controls as we grow, and we may require additional management and staff resources to do so. Additionally, even if we conclude our internal controls are effective for a given period, we may in the future identify one or more material weaknesses in our internal controls, in which case our management will be unable to conclude that our internal control over financial reporting is effective.
If we are unable to conclude that our internal control over financial reporting is effective, investors could lose confidence in the accuracy and completeness of our financial disclosures, which could cause the price of our common stock to decline. Any failure of our internal control over financial reporting could have a material adverse effect on our reported operating results and harm our reputation. Internal control deficiencies could also result in a restatement of our financial results.
**Risk Factors Relating to Intellectual Property**
**We are dependent on our intellectual property and we may be unable to protect our intellectual property from infringement, or misappropriation.**
The gaming industry and the software industry are in general characterized by the use of various forms of intellectual property. We are dependent upon patented technologies, trademarked brands and proprietary information for our business. We endeavor to protect our intellectual property rights and our products through a combination of patent, trademark, trade dress, copyright and trade secret laws, as well as licensing agreements and third-party nondisclosure and assignment agreements. We cannot, however, be certain that any trademark, copyright, issued patent or other types of intellectual property will provide competitive advantages for us. Furthermore, we cannot be certain that our efforts to protect our intellectual property rights or products will be successful.
**Our existing patents may be found invalid or unenforceable and any current or future patent applications may not be approved.**
We have patents and we utilize patent protection in the United States relating to certain processes and products. We cannot assure you that all of our existing patents would be found valid or enforceable or will continue to be valid or enforceable, or that any pending patent applications will be approved. Our competitors may in the future challenge the validity or enforceability of certain of our patents. The patents we own could be challenged, invalidated or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Competitors may infringe our patents and we may not have adequate resources or there may be other reasons we do not enforce our patents. Our patents may not adequately cover a competitors products in such a way as to provide us with a competitive advantage. Furthermore, the future interpretation by courts of United States laws regarding the validity of patents could negatively affect the validity or enforceability of our current or future patents.
**Our efforts to protect our unpatented proprietary technology may not be successful.**
We rely on unpatented proprietary technology. It is possible that others will independently develop the same or similar technology or otherwise obtain access to our unpatented technology. To protect our trade secrets and other proprietary information, we require employees, consultants, advisors and other collaborators to enter into confidentiality agreements. We cannot assure you that these agreements are fully enforceable or will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. Furthermore, we may not have adequate resources to enforce these agreements in a meaningful way. If we are unable to maintain the proprietary nature of our technologies or enforce the agreements, we use to protect those technologies, it could have a material adverse effect on our business.
**We may not be able to establish or maintain our trademarks.**
We rely on our trademarks, trade names, trade dress, copyrights and brand names to distinguish our products from the products of our competitors. We have registered or applied to register many of these trademarks. Our trademarks may not remain valid or enforceable. We may not be able to build and maintain goodwill in our trademarks or other intellectual property. Third parties may oppose our trademark applications or challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition and could require us to devote resources towards advertising and marketing new brands. Further, our competitors may infringe our trademarks or other intellectual property and we may not have adequate resources or there may be other reasons we do not enforce our trademarks or other types of intellectual property.
**We may not be able to adequately protect our foreign intellectual property rights.**
Because of the differences in foreign patent, trademark, trade dress, copyright and other laws concerning proprietary rights, our intellectual property frequently does not receive the same degree of protection in foreign countries as it would in the United States. Our failure to possess, obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business, results of operations and financial condition.
**The intellectual property rights of others may limit our ability to make and sell our products.**
The gaming industry is characterized by the rapid development of new technology which requires us to continuously introduce new products using these technologies and innovations, as well as to expand into new markets that may be created. Therefore, our success depends in part on our ability to continually adapt our products and systems to incorporate new technologies and to expand into markets that may be created by new technologies. However, to the extent technologies are protected by the intellectual property rights of others, including our competitors, we may be prevented from introducing products based on these technologies or expanding into markets created by these technologies. If the intellectual property rights of others prevent us from taking advantage of innovative technologies, our financial condition, operating results or prospects may be harmed.
We have many competitors in both the United States and foreign countries, some of which have substantially greater resources and have made substantial investments in competing technologies. Some competitors have applied for and obtained and may in the future apply for and obtain, patents that may prevent, limit or otherwise interfere with our ability to make and sell our products. Any royalty, licensing or settlement agreements, if required, may not be available to us on acceptable terms or at all.
**Significant litigation regarding intellectual property rights exists in our industry.**
There is a significant amount of litigation that occurs in the gaming and technology industry. A successful challenge to or invalidation of one of our patents or trademarks, a successful claim of infringement by a third party against us, our products, or one of our licensees in connection with the use of our technology, or an unsuccessful claim of infringement made by us against a third party or its products, could adversely affect our business or cause us financial harm. Any such litigation whether with or without merit could:
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be expensive and time consuming to defend; |
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cause one or more of our patents to be ruled or rendered unenforceable or invalid; |
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cause us to cease making, licensing or using products that incorporate the challenged intellectual property; |
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require us to redesign, reengineer or rebrand our products; |
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divert managements attention and resources; |
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require us to pay significant amounts in damages; |
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require us to enter into royalty, licensing or settlement agreements in order to obtain the right to use a necessary product, process or component; |
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limit our ability to bring new products to the market in the future; or |
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cause us, by way of injunction to remove products on lease and/or stop selling or leasing new products. |
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**Risks Factors Relating to Regulation**
**The gaming industry is highly regulated and we must adhere to various regulations and maintain applicable licenses to continue our operations. Failure to abide by regulations or maintain applicable licenses could be disruptive to our business and could adversely affect our operations.**
We and our products are subject to extensive regulation under federal, state, local and foreign laws, rules and regulations of the jurisdictions in which we do business and our products are used. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions. Licenses, approvals or findings of suitability may be revoked, suspended or conditioned. In sum, we may not be able to obtain or maintain all necessary registrations, licenses, permits or approvals. The licensing process may result in delays or adversely affect our operations and our ability to maintain key personnel, and our efforts to comply with any new licensing regulations will increase our costs.
**We may be unable to obtain licenses in new jurisdictions where our customers operate.**
We will become subject to regulation in any jurisdiction where our customers operate in the future. To expand into any such jurisdiction, we may need to be licensedor obtain approvals of our products or services. If we do not receive, or receive a license, or our license is revokedin a particular jurisdiction for our products, we would not be able to sell or place our products in that jurisdiction. Any such outcome could materially and adversely affect our results of operations and any growth plans for our business.
**Legislative and regulatory changes could negatively affect our business and the business of our customers.**
Legislative and regulatory changes may affect demand for or place limitations on the placement of our products. Such changes could affect us in a variety of ways. Legislation or regulation may introduce limitations on our products or opportunities for the use of our products and could foster competitive products or solutions at our or our customers expense. Our business will likely also suffer if our products became obsolete due to changes in laws or the regulatory framework.
Legislative or regulatory changes negatively impacting the gaming industry as a whole or our customers in particular could also decrease the demand for our products. Opposition to gaming could result in restrictions or even prohibitions of gaming operations in any jurisdiction or could result in increased taxes on gaming revenues. Tax matters, including changes in state, federal or other tax legislation or assessments by tax authorities could have a negative impact on our business. A reduction in growth of the gaming industry or in the number of gaming jurisdictions or delays in the opening of new or expanded casinos could reduce demand for our products. Changes in current or future laws or regulations or future judicial intervention in any particular jurisdiction may have a material adverse effect on our existing and proposed foreign and domestic operations. Any such adverse change in the legislative or regulatory environment could have a material adverse effect on our business, results of operations or financial condition.
**Risk Factors Related to Our Common Stock**
**The limited liquidity for our common stock could affect your ability to sell your shares at a satisfactory price.**
Trading of our common stock is conducted on the over-the-counter marketsspecifically on the OTCQX, the top-tier quotation marketplace administered by OTC Markets. Our common stock is relatively illiquid. A more active public market for our common stock may not develop, which could adversely affect the trading price and liquidity of our common stock. Moreover, a thin trading market for our stock could cause the market price for our common stock to fluctuate significantly more than the stock market as a whole. This may result in lower prices for our common stock than might otherwise be obtained and could also result in a larger spread between the bid and asked prices for our common stock.
**The payment and amount of future dividends is subject to Board of Director discretion and to various risks and uncertainties.**
The payment and amount of future quarterly dividends is within the discretion of the Board of Directors and will depend on factors the Board deems relevant at each time it considers declaring a dividend. These factors include, but are not limited to: available cash; managements expectations regarding future performance and free cash flow; alternative uses of cash to fund capital expenditures; and the effect of various risks and uncertainties described in this Risk Factors section.
**There is currently little trading volume in our common stock, which may make it difficult to sell shares of our common stock.**
In general, there has been very little trading activity in our common stock. The relatively lowtrading volume will likely make it difficult for our stockholders to sell their shares as and when they choose. Furthermore, lowtrading volumes generally depress market prices. As a result, you may not always be able to resell shares of our common stock publicly at or near their original purchase price or at any price.
****
**Item 1B. Unresolved Staff Comments.**
Not applicable.
**Item 1C. Cyber Security.**
**Risk Management and Strategy**
We have implemented cybersecurity and data protection policies and procedures to assess, identify and manage risks from cybersecurity threats. Risks from cybersecurity threats are regularly evaluated as a part of our broader risk management activities and as a fundamental component of our internal control system. Our employees receive awareness notices and are informed about new email threats and recent phishing attempts and email frauds. We have capable employees with significant expertise in cybersecurity related to our industry. We evaluate, create and deploy advanced technologies for continuous cybersecurity monitoring across our information technology environment which are designed to prevent, detect, and minimize cybersecurity attacks, as well as alert management of such attacks. We also engage third-party service providers and consults to support our cyber risk management efforts, including through periodic security testing.
Our Information Technology General Controls are firmly established based on recognized industry standards and cover areas such as risk management, data backup, and disaster recovery.
To date, we are not aware of any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect our business, results of operations or financial condition. For additional information about our cybersecurity risks, see Any disruption in our software and related information technology systems due to a cyber incident could adversely affect our business, operating results and financial condition under the heading Risk Factors Relating To Our Business in Item *1A.* of this Annual Report.
**Governance**
The Board of Directors has oversight of the cyber security risk management and strategy. The senior leadership, including our Chief Executive Officer and Chief Technology Officer, regularly meets with and provides periodic briefings to our Board of Directors regarding our cybersecurity risks and activities, including any recent cybersecurity incidents and related responses, cybersecurity systems testing, activities of third parties, and the like. Our Chief Executive Officer and Chief Financial Officer are responsible for implementing and maintaining our cybersecurity risk assessment and management processes.
**Item 2. Properties.**
The Company has a lease on corporate office space in Minnetonka, Minnesota. OnJune 19, 2024,we extended our lease for the Minnesota location. The term of the extension is75months and included a $36,000tenant improvement allowance, which is offsetting the2024lease payments. The extended lease is expiringon October 21, 2031 and includes over 4,400 square feet of office and warehouse space. The monthly rent payment is approximately $4,300 with periodic escalators to approximately $7,700 per month, excluding operating expenses.
Additionally, the Companyleases twoadditional offices spaces. One location is in Oklahoma City, Oklahoma which expires on August 31, 2028. The monthly rent payment is approximately $1,230 excluding operating expenses. The other is in Las Vegas,Nevada whichexpires onAugust 31, 2026.The monthly rent payment is approximately $4,500with periodic escalators to approximately $5,000per month, excluding operating expenses.
The Company believes these spaces are adequate for its current business needs.
**Item 3. Legal Proceedings.**
None.
****
**Item 4. Mine Safety Disclosures.**
****
Not applicable.
4
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**PART II**
**Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.**
**Market Information:** The Companys common stock is quoted for trading on the OTCQX over-the-counter quotation service under the symbol TBTC. The OTCQX is a top-tier quotation marketplace administered by OTC Markets. Any quotations reflect inter-dealer prices, without retail mark-up, markdown, or commission, and may not represent actual transactions.
**Holders:**As of March 24, 2026, the Company had outstanding 4,639,523shares of common stock held by approximately 675holders of record.
**Dividends:**Cash dividends totaling $0.08 and $0.03 per share weredeclared andpaid in 2025and2024, respectfully Future decisions to pay cash dividends will continue to be at the discretion of the Companys Board of Directors and will be dependent on our available cash, managements expectations regarding future performance and free cash flow, alternative uses of cash to fund capital expenditures and other factors that the Board of Directors consider relevant.
Subsequent to the end of fiscal 2025, the Board of Directors declared (i) a special cash dividend of $0.10 per share that is payable to holders of the Companys common stock on March 6, 2026, and a (ii) a cash dividend of $0.02 per share that is payable to holders of the Companys common stock on March 27, 2026.
**Item 6. [Reserved].**
****
Not applicable.
**Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation.**
The following Management's Discussion and Analysis should be read in conjunction with our audited financial statements and related notes that appear elsewhere in this filing.
**CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS**
Some of the statements made in this report are forward-looking statements, as that term is defined under Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as may, will,believe, anticipate, intend, estimate, expect and similar expressions. The forward-looking statements in this report are primarily located in the material set forth under the headings Description of Business, Risk Factors, Managements Discussion and Analysis of Financial Condition and Results of Operations, but are found in other parts of this report as well. These statements are based upon managements current expectations, assumptions and estimates and are not guarantees of timing, future results or performance. Therefore, you should not rely on any of these forward-looking statements as predictions of future events. Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties and other important factors, including those described in this report under Part I, Item 1A Risk Factors as well as in our other SEC filings. Forward-looking statements speak only as of the date they are made and, except for our ongoing obligations under the U.S. federal securities laws, we undertake no and expressly disclaim any obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.
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Industry data and other statistical information used in this report are based on independent publications, government publications, reports by market research firms or other published independent sources. Some data are also based on our good faith estimates, derived from our review of internal surveys and the independent sources listed above. Although we believe these sources are reliable, we have not independently verified the information.
**BACKLOG**
****
The Companys backlog generally consists of incomplete system installations and expansion of offerings for currently installed and supported systems.
The Company had threeprojects in its backlog as of December 31, 2025. The Company hadfiveprojects in its backlog at December 31, 2024. As of the filing date of this report, the Company hassigned fournew contracts with customers in 2026.
The Company is currently serving gaming establishments in seventeen states in theU.S., as well as countries in Central and South America, the Caribbean and Australia. The Company aims to pursue further opportunities and strategic partnerships.
**LIQUIDITY AND CAPITAL RESOURCES**
Management believes that the Company has adequate cash to meet its obligations and continue operations for both existing customer contracts and ongoing product development for at least the next twelvemonths from the date of this filing. The Companys primary sources of liquidity are cash, cash equivalents, short term investments, receivables, andfuture cash generated from operations.
In addition, the Company hasa $500,000 line of credit with a lender. No amount wasoutstanding or drawn from this line of credit during the year ended December 31, 2025. The line of credit expires onFebruary 1, 2027.
The Companys cash and cash equivalentsposition at December 31, 2025 was $8,235,788, an increase of$5,978,092 from $2,257,696at December 31, 2024. This increase was primarily the result of the Company investmentin certificates of deposit maturing during the 2025.The Companys short-term investments were $0 as of December 31, 2025, as compared to $4,627,744 as of December 31, 2024.
Net cash flows provided byoperating activities during the year ended December 31, 2025 was$1,806,481adecrease of $211,572from $2,018,053for the year endedDecember 31, 2024. This decreasewas primarily due toa decrease in customer deposits offset by a decrease ininventory.
Net cash provided by investing activities was $4,534,991 during the year ended December 31, 2025, compared to cashused in investing activitiesof $3,111,075 for the year endedDecember 31, 2024. This increase relative to 2024 was primarily due to proceeds from maturing certificates of depositof $4,725,286. We used no cash to purchase certificates of deposit in 2025, as compared to $6,561,614 in 2024.
Net cash used in financing activities was $363,380 for the year ending December 31, 2025, compared to net cash usedin financing activitiesof $139,053. This increase relative to 2024 was primarily due to higher total dividend payments of $371,240.
On December 31, 2025, total stockholders equity was $12,844,464compared to $11,462,081onDecember 31, 2024, an increase of $1,382,383 or 12.1%, which was primarily due to 2025 net income.
The Company did not have any off-balance sheet arrangements as of December 31, 2025.
**RESULTS OF OPERATIONS, FOR THE YEAR ENDED December 31, 2025 COMPARED TO YEAR ENDED December 31, 2024**
The most significant events that affected the 2025 results of operations were the Companysinstallation of eightcasino management systems andexpanding fiveexisting customers systems.
**Revenue**
*See Note 1: Revenue, disaggregated revenues by major product line table*
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Total revenues decreased $115,789, a 1.0%decrease,during the year ended December 31, 2025, compared to the year ended December 31, 2024, as a result of increases inmaintenance and other revenue. System sales decreased $1,166,909, a 28.5% decrease, due to adecrease in the numberand size of siteinstallations in 2025compared to 2024. Maintenance revenue increased$773,918, an14.4%increase, due to the increase in our customer base and rates from 2024to 2025.Service and other revenue, which includes DataTrac, KioskTrac, KioskTrac Mobile, SlotSUITE, RePrintEnroll kiosks and licensing agreements increased $223,522, or approximately 13%, as a result of an increase in DataTrac services, SlotSUITEand promotional kiosk products sold in 2025 compared to 2024.
During 2025, the Company delivered a total ofeight systems, expanded five existing customers. During 2024, the Company delivered eightsystems.
**Cost of Sales and Gross Profit**
Cost of sales decreased 11.6% to$2,890,020 in 2025 from$3,270,733 in 2024. The decrease of$380,713was primarily due to a decrease involume, typeand size of installations. The following table summarizes our cost of sales:
|
|
|
Year Ended December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(percent of revenues) |
|
|
(percent of revenues) |
|
|
|
System |
|
$ |
748,463 |
|
|
$ |
1,209,320 |
|
|
|
6.8 |
% |
|
|
10.8 |
% |
|
|
Maintenance |
|
|
1,287,384 |
|
|
|
1,042,247 |
|
|
|
11.7 |
% |
|
|
9.3 |
% |
|
|
Lease |
|
|
31,740 |
|
|
|
0 |
|
|
|
0.3 |
% |
|
|
0.0 |
% |
|
|
Service and other |
|
|
822,433 |
|
|
|
1,019,166 |
|
|
|
7.4 |
% |
|
|
9.1 |
% |
|
|
Total cost of sales |
|
$ |
2,890,020 |
|
|
$ |
3,270,733 |
|
|
|
26.3 |
% |
|
|
29.2 |
% |
|
|
Gross profit |
|
$ |
8,158,217 |
|
|
$ |
7,893,293 |
|
|
|
73.7 |
% |
|
|
70.8 |
% |
|
The gross profit in 2025 totaled $8,158,217, or 73.7% of sales, compared with $7,893,293, or 70.8% of sales, in 2024. The increase in gross marginin 2025 was primarily attributable to a higher proportion of system upgrade projects performed for existing customers. These upgrade projects generally produced higher margins than traditional installations due to reduced labor requirements and the use of standardized components, which lowered overall project costs.
**Selling, General and Administrative Expenses**
Selling, general and administrativeexpenses increased 6% to $6,554,624 in 2025 from $6,175,668 in 2024. This increase of$378,956 was primarily due to an increase in the Company's research and development efforts.
**Other Income**
Other incometotaled$7,076 in2025compared to$2,587 in2024.
**Interest Income**
Interest income increased to $477,951in 2025, compared to $388,716in 2024, primarily due to the increase of interest income fromcash being invested intomultiple certificates of deposit as well as a high yield savings account.
**Income Tax Expense**
The income tax expensewas $462,000in 2025, for an effective rate of 22.2%, compared to income tax expenseof $532,500 for an effective rate of 25.3%in 2024. The change in the effective rate is primarily due to changes ingeneration/utilization of tax credits.
**Net Income**
The net income for 2025 was $1,626,620compared to net income of$1,576,428for 2024, which is a increase of $50,192.
The basicand diluted earnings per share in 2025 were$ 0.35, compared to basic and diluted earnings per share of$ 0.34in 2024.
****
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**CRITICAL ACCOUNTING POLICIES AND ESTIMATES**
The Companys discussion and analysis of financial condition and results of operations is based upon its financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates these estimates, including those related to revenue recognition. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The estimates and judgments that the Company believes have the most effect on its reported financial position and results of operations are as follows:
Revenue Recognition
The Company derives revenues from the sales of systems, licenses and maintenance fees, hardware leasingand services.
*System Sales*
Revenue is recognized upon transfer of control of promised products andservices to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of any taxes collected, when applicable from customers, which are subsequently remitted to governmental authorities.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is a unit of account in ASC606.A majority of the Companys systems sales have multiple performance obligations including an obligation to deliver a casino management system and another to provide maintenance services. For system sales with multiple performance obligations, the Company allocates revenue to each performance obligation based on its Standalone Selling Price ("SSP"). See discussion within the significant judgement paragraph regarding our determination of SSP. At contract inception, management assesseswhether it is probable that the company will collect substantially all of the consideration to determine whether the contract meets the criterionfor collectability. The revenue allocated to the casino management system is recognized upon installation. The Company occasionally enters into contracts that includemultiple sites; management has determined that each site installation is a separate performance obligation. In these instances, the Company recognizes revenue upon completion of each performance obligation. In addition, the Company has a contract with a reseller who purchases and resells the Companys products; monthly the reseller notifies the Company of their successful installationsand submits an invoice to the Company for those installations. The Company also analyzes its standard business practice of using long-term contracts and the history of collecting on extended payment term contracts which include a significant financing component which is usually a market interest rate. The associated interest income is reflected accordingly on the statement of operations.
Managements assessment of collectability at both contract inception and on an ongoing basis resulted in the determination that some of our contractsdidnotmeet the criterionfor collectability. Thebalance of these contracts arenotincluded as part of accounts receivableon the balance sheet. Accordingly, for these contractswhereby the collectability criterion hasnotbeen met, revenue will be recognized as payments are received.During the years ended December 31, 2025and 2024, the Company has determined that approximately $887,500 and $1,229,290 for these systems did not meet the revenue recognition collectability criterion. Management considered the following facts and circumstances in its determination: these installations are subject to different regulators than our current customer base; Payments have not been received for items invoiced; one customer has a large debtor in a senior position to Table Trac. Both contracts will continue to be recognized on a cash basis subject to ongoing collectability assessment. A change in the collectability assessment in a future period may allow the Company to recognize revenue prior to collecting cash. The company has received substantially all of thesite's inventory installed.
*Maintenance Revenue*
Maintenance revenue is recognized ratably over the contract period. The SSPfor maintenance is based upon the renewal rate for contracted services.
*Lease Revenue*
The Company derives a portion of its revenue from a sales type leasing arrangement in accordance with ASC842*.*The Company leases hardware to a customerand receivesmonthly payments.
*Service Revenue and Other Revenue*
Service revenue is recognized upon completion of the services and are billed in arrears. The SSP for service revenue is established based upon actual selling prices for the services or prior similar arrangements.
Other revenue includes DataTrac,kiosks and related promotional programsand miscellaneous sales of equipment. Revenue is recognized upon completion of services or delivery of equipment and is billed in arrears. During 2024*,*the Company recognized variable consideration of $275,000which resulted in a reduction of revenue in those periods related to the Company paying theonetime cash consideration to a customer as a result of certain promotional softwarenotperforming in accordance with agreed upon specifications.
The Company offers qualified customers a licensing agreement. Licensing revenue is recognized after the intellectual property (CMS system), the performance obligation, is delivered and in its operational and functional state. The stand-alone selling price for licensing revenue is established based upon actual selling prices for the license.
See also *Note 1.*
**
Accounts Receivable / Allowance for Credit Losses
Accounts receivable are initially recorded at the invoiced amount and carried on the balance sheet at net realizable valueas of each balance sheet date. The company offers customers extended payment terms for periods of 6to 72 months and as amounts under these long-term accounts receivable becomedue within one year, they are reclassified to the current portion of accounts receivable.For receivables related to contracts that contain aninterest rate, interest is recorded upon receipt to interest income on the statements of operations. An allowance for credit losses is recorded when the Company believes the amounts may not be collected. Management believes that receivables, net of the allowance for credit losses, are fully collectible. Accounts receivable are written off when management determines collection is no longer likely. While the ultimate result may differ, management believes that any write-off not allowed for will not have a material impact on the Companys financial position.
Inventory
Inventory, consisting of finished goods, is stated at the lower of cost or net realizable value. The average cost method is used to value inventory. Inventory is reviewed quarterlyfor the lower of cost or net realizable value and obsolescence. Any material cost found to be above market value or considered obsolete is written down accordingly. The Company had $8,597and $7,697ofobsolescence reserves at December 31, 2025 and 2024, respectively.
Income Taxes
Income taxes are provided for using the asset and liability method of accounting. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.
Recently Issued and Adopted Accounting Pronouncements
A description of recently issued and adopted accounting pronouncements, if any, is contained in Note 1 of the Notes to Consolidated Financial Statements.
****
**Item 7A. Quantitative and Qualitative Disclosures About Market Risk.**
Not applicable.
****
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**Item 8. Financial Statements and Supplementary Data.**
****
**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
To the Board of Directors and
Stockholders of Table Trac, Inc.
**Opinion on the Financial Statements**
We have audited the accompanying balance sheets of Table Trac, Inc. (the Company) as of December 31, 2025 and 2024, and the related statements of operations, stockholders equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
**Basis for Opinion**
The financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
**Critical Audit Matters**
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.
**Revenue Recognition**
*Description of the Matter*
As described in Note 1 to the financial statements, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services. The Company enters into contracts with its customers that may contain multiple performance obligations including hardware, software, lease, installation services, training, and maintenance. Significant judgment may be required by the Company in determining revenue recognition specific to these contracts with multiple performance obligations, and includes the following:
| | | Assessing collectability of contracts with customers. | |
| | | Determination of whether hardware, software, lease, installation services, training, and maintenance are considered distinct performance obligations that should be accounted for separately or combined as one unit of accounting. | |
| | | Determination of stand-alone selling prices for each distinct performance obligation, particularly for performance obligations not sold separately. | |
Given these factors, the related audit effort in evaluating managements judgments in determining revenue recognition for these customer agreements was extensive and required a high degree of auditor judgment.
*How We Addressed the Matter in Our Audit*
Our audit procedures related to revenue recognition included the following, among others:
| | | We evaluated the Companys accounting policies and related disclosures for compliance with applicable revenue recognition accounting guidance. | |
| | | We obtained an understanding of the design and implementation of internal controls related to the Companys revenue recognition process, including the assessment of collectability, identification of performance obligations and allocation of transaction price. | |
| | | We selected a sample of transactions and performed the following procedures: | |
| | o | Tested the existence and accuracy of the transaction by obtaining and agreeing terms to the underlying source documents. | |
| | o | Evaluated managements identification of distinct performance obligations and managements determination of the standalone selling prices. | |
| | o | We tested managements assessment of collectability by obtaining an understanding of the facts and circumstances considered, and judgments applied. | |
| | o | We tested significant cash receipts to verify the corresponding revenue. | |
| | o | Evaluated whether the transaction was accounted for in accordance with the Companys revenue and related costs policies. | |
We have served as the Companys auditor since 2015.
/s/ Boulay PLLP
Minneapolis, Minnesota
March 24, 2026
PCAOB ID:542
F-1
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**TABLE TRAC, INC.**
**BALANCE SHEETS**
| | | | | | | | | | |
| | | December 31, | | | December 31, | | |
| | | 2025 | | | 2024 | | |
| ASSETS | | | | | | | | | |
| CURRENT ASSETS | | | | | | | | | |
| Cash and cash equivalents | | $ | 8,235,788 | | | $ | 2,257,696 | | |
| Short-term investments | | | 0 | | | | 4,627,744 | | |
| Accounts receivable, net | | | 2,762,748 | | | | 2,343,062 | | |
| Inventory, net | | | 1,615,469 | | | | 1,935,679 | | |
| Prepaid expenses | | | 437,254 | | | | 534,767 | | |
| Net investment in sales type leases - current | | | 54,806 | | | | 75,858 | | |
| Income tax receivable | | | 168,164 | | | | 50,156 | | |
| TOTAL CURRENT ASSETS | | | 13,274,229 | | | | 11,824,962 | | |
| | | | | | | | | | |
| LONG-TERM ASSETS | | | | | | | | | |
| Accounts receivable - long-term | | | 421,883 | | | | 1,011,355 | | |
| Property and equipment, net | | | 142,749 | | | | 149,669 | | |
| Net investment in sales type leases - long term | | | 53,842 | | | | 46,924 | | |
| Software development costs, net | | | 72,008 | | | | 13,355 | | |
| Operating lease right-of-use assets | | | 401,283 | | | | 474,157 | | |
| TOTAL LONG-TERM ASSETS | | | 1,091,765 | | | | 1,695,460 | | |
| TOTAL ASSETS | | $ | 14,365,994 | | | $ | 13,520,422 | | |
| | | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS EQUITY | | | | | | | | | |
| CURRENT LIABILITIES | | | | | | | | | |
| Accounts payable and accrued expenses | | $ | 273,845 | | | $ | 216,944 | | |
| Customer deposits | | | 113,751 | | | | 870,602 | | |
| Current portion of operating lease liabilities | | | 105,538 | | | | 80,999 | | |
| TOTAL CURRENT LIABILITIES | | | 493,134 | | | | 1,168,545 | | |
| | | | | | | | | | |
| LONG-TERM LIABILITIES | | | | | | | | | |
| Operating lease liabilities | | | 367,396 | | | | 435,796 | | |
| Deferred tax liability | | | 661,000 | | | | 454,000 | | |
| TOTAL LIABILITIES | | | 1,521,530 | | | | 2,058,341 | | |
| | | | | | | | | | |
| STOCKHOLDERS EQUITY | | | | | | | | | |
| Common stock, $0.001 par value; 25,000,000 shares authorized: 4,756,734 shares issued; and 4,641,523 and 4,635,568 shares outstanding at December 31, 2025 and December 31, 2024, respectively. | | | 4,642 | | | | 4,636 | | |
| Additional paid-in capital | | | 2,591,755 | | | | 2,470,850 | | |
| Retained earnings | | | 10,464,410 | | | | 9,209,030 | | |
| | | | 13,060,807 | | | | 11,684,516 | | |
| Treasury stock, 115,211 and 121,166 shares (at cost) at December 31, 2025 and December 31, 2024, respectively. | | | (216,343 | ) | | | (222,435 | ) | |
| TOTAL STOCKHOLDERS EQUITY | | | 12,844,464 | | | | 11,462,081 | | |
| | | | | | | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | | $ | 14,365,994 | | | $ | 13,520,422 | | |
The accompanying notes are an integral part of these financial statements.
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**TABLE TRAC, INC.**
**STATEMENTS OF OPERATIONS**
| | | For the Year Ended | | |
| | | December 31, | | |
| | | 2025 | | | 2024 | | |
| | | | | | | | | | |
| Revenues | | $ | 11,048,237 | | | $ | 11,164,026 | | |
| Cost of sales | | | 2,890,020 | | | | 3,270,733 | | |
| Gross profit | | | 8,158,217 | | | | 7,893,293 | | |
| Operating expenses: | | | | | | | | | |
| Selling, general and administrative | | | 6,554,624 | | | | 6,175,668 | | |
| Income from operations | | | 1,603,593 | | | | 1,717,625 | | |
| Other income | | | 7,076 | | | | 2,587 | | |
| Interest income | | | 477,951 | | | | 388,716 | | |
| Income before taxes | | | 2,088,620 | | | | 2,108,928 | | |
| Income tax expense | | | 462,000 | | | | 532,500 | | |
| Net income | | $ | 1,626,620 | | | $ | 1,576,428 | | |
| Net income per share - basic | | $ | 0.35 | | | $ | 0.34 | | |
| Net income per share - diluted | | $ | 0.35 | | | $ | 0.34 | | |
| Weighted-average shares outstanding - basic | | | 4,595,051 | | | | 4,569,933 | | |
| Weighted-average shares outstanding - diluted | | | 4,666,599 | | | | 4,623,161 | | |
The accompanying notes are an integral part of these financial statements.
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**TABLE TRAC, INC.**
**STATEMENTS OF STOCKHOLDERS EQUITY**
| | | Common Stock Outstanding | | | Additional | | | | | | | | | | | | | | |
| | | Number of | | | Par | | | Paid-in | | | Retained | | | Treasury | | | | | | |
| | | Shares | | | Amount | | | Capital | | | Earnings | | | Stock | | | Total | | |
| BALANCE, December 31, 2023 | | | 4,634,865 | | | $ | 4,635 | | | $ | 2,346,483 | | | $ | 7,771,655 | | | $ | (223,208 | ) | | $ | 9,899,565 | | |
| Stock compensation expense | | | 0 | | | | 0 | | | | 122,441 | | | | 0 | | | | 0 | | | | 122,441 | | |
| Cash dividends | | | 0 | | | | 0 | | | | 0 | | | | (139,053 | ) | | | 0 | | | | (139,053 | ) | |
| Stock issued for service from treasury | | | 703 | | | | 1 | | | | 1,926 | | | | 0 | | | | 773 | | | | 2,700 | | |
| Net income | | | 0 | | | | 0 | | | | 0 | | | | 1,576,428 | | | | 0 | | | | 1,576,428 | | |
| BALANCE, December 31, 2024 | | | 4,635,568 | | | $ | 4,636 | | | $ | 2,470,850 | | | $ | 9,209,030 | | | $ | (222,435 | ) | | $ | 11,462,081 | | |
| Stock compensation expense | | | 0 | | | | 0 | | | | 105,183 | | | | 0 | | | | 0 | | | | 105,183 | | |
| Issuance of common stock out of treasury | | | 3,955 | | | | 4 | | | | 10,001 | | | | 0 | | | | 3,955 | | | | 13,960 | | |
| Cash dividends | | | 0 | | | | 0 | | | | 0 | | | | (371,240 | ) | | | 0 | | | | (371,240 | ) | |
| Exercise of employee stock options | | | 2,000 | | | | 2 | | | | 5,721 | | | | 0 | | | | 2,137 | | | | 7,860 | | |
| Net income | | | 0 | | | | 0 | | | | 0 | | | | 1,626,620 | | | | 0 | | | | 1,626,620 | | |
| BALANCE, December 31, 2025 | | | 4,641,523 | | | $ | 4,642 | | | $ | 2,591,755 | | | $ | 10,464,410 | | | $ | (216,343 | ) | | $ | 12,844,464 | | |
The accompanying notes are an integral part of these financial statements.
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**TABLE TRAC, INC.**
**STATEMENTS OF CASH FLOWS**
| | | For the Year Ended | | |
| | | December 31, | | |
| | | 2025 | | | 2024 | | |
| OPERATING ACTIVITIES | | | | | | | | | |
| Net income | | $ | 1,626,620 | | | $ | 1,576,428 | | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | |
| Depreciation and amortization | | | 41,370 | | | | 21,099 | | |
| Deferred income taxes | | | 207,000 | | | | 113,000 | | |
| Provision of credit losses | | | (827 | ) | | | 5,108 | | |
| Stock issued for services to non-employee | | | 0 | | | | 2,700 | | |
| Stock compensation expense | | | 105,183 | | | | 122,441 | | |
| Accrued interest on short-term investments | | | 0 | | | | (124,939 | ) | |
| Noncash operating lease expense, net | | | 29,013 | | | | 44,755 | | |
| Gain on sale of equipment | | | (350 | ) | | | (18,000 | ) | |
| | | | | | | | | | |
| Changes in operating assets and liabilities: | | | | | | | | | |
| Accounts receivable | | | 170,613 | | | | (358,981 | ) | |
| Inventory | | | 320,210 | | | | 968,479 | | |
| Prepaid expenses | | | 97,513 | | | | (169,881 | ) | |
| Net investment in sales type leases | | | 14,134 | | | | 55,149 | | |
| Accounts payable and accrued expenses | | | 70,861 | | | | (164,326 | ) | |
| Payroll liabilities | | | 0 | | | | 75,606 | | |
| Customer deposits | | | (756,851 | ) | | | 84,797 | | |
| Income tax receivable and payable | | | (118,008 | ) | | | (215,382 | ) | |
| Net cash provided by operating activities | | | 1,806,481 | | | | 2,018,053 | | |
| INVESTING ACTIVITIES | | | | | | | | | |
| Capital expenditures | | | (31,114 | ) | | | (129,075 | ) | |
| Proceeds from sale of equipment | | | 350 | | | | 18,000 | | |
| Purchase of short-term investment | | | 0 | | | | (6,561,614 | ) | |
| Proceeds from short-term investments | | | 4,627,744 | | | | 3,561,614 | | |
| Capitalized software development costs | | | (61,989 | ) | | | 0 | | |
| Net cash provided by (used in) investing activities | | | 4,534,991 | | | | (3,111,075 | ) | |
| FINANCING ACTIVITIES | | | | | | | | | |
| Proceeds from exercise of employee of stock options | | | 7,860 | | | | 0 | | |
| Payment of dividends | | | (371,240 | ) | | | (139,053 | ) | |
| Net cash used in financing activities | | | (363,380 | ) | | | (139,053 | ) | |
| | | | | | | | | | |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | | | 5,978,092 | | | | (1,232,075 | ) | |
| | | | | | | | | | |
| CASH AND CASH EQUIVALENTS | | | | | | | | | |
| Beginning of year | | | 2,257,696 | | | | 3,489,771 | | |
| End of year | | $ | 8,235,788 | | | $ | 2,257,696 | | |
| | | | | | | | | | |
| Non-cash investing and financing activities: | | | | | | | | | |
| | | | | | | | | | |
| Common stock issued out of treasury stock for settlement of accrued liabilities | | | 13,960 | | | | 0 | | |
| Treasury stock cost related to compensation | | | 0 | | | | 773 | | |
| | | | | | | | | | |
| Supplemental cash flow information: | | | | | | | | | |
| Cash paid for income taxes | | $ | 373,008 | | | $ | 634,882 | | |
The accompanying notes are an integral part of these financial statements.
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**TABLE TRAC, INC.**
**Notes to Financial Statements**
**December 31, 2025 and 2024**
****
**NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
Company
Table Trac was formed under the laws of the State of Nevada in *June 1995.*The Company has offices in Minnetonka, Minnesota, Las Vegas, Nevada and Oklahoma City, Oklahoma. The Company has developed and sells an information and management system that automates and monitors various aspects of the operations of casinos.
The Company provides system sales and technical support to casinos. System sales include installation, custom casino system configuration and training. In addition, license and technical support are provided under an annual license and service contract.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Companys use of estimates and assumptions include: for revenue recognition, determining collectability,the nature and timing of satisfaction of performance obligations, and determining the standalone selling price (SSP) of performance obligations, realizability of accounts receivable, and the valuation of allowance for credit losses, the valuation of deferred tax assets and liabilities and inventory valuation. Actual results could differ from those estimates and the difference could be significant.
Concentrations of Risk
The Company maintains cash balances with various financial institutions. These balances*may*at times exceed the Federal Deposit Insurance Corporation (FDIC) insured limits. To mitigate this risk, the Company participates in the IntraFi Network DepositsSM (formerly known as CDARS and ICS), a program that allows depositors to access multi-million-dollar FDIC insurance coverage on large deposits through a network of participating banks.
Through the IntraFi program, the Companys funds are placed into deposit accounts at multiple member banks in increments below the FDIC insurance limit of*$250,000*per institution, per ownership category. This structure enables full FDIC insurance coverage while maintaining liquidity and risk diversification. All funds placed through IntraFi remain obligations of the originating financial institution, and the Company receives a consolidated statement detailing all covered deposits.
Management believes that participation in the IntraFi Network reduces the concentration and credit risk associated with uninsured deposits and enhances the safety of the Companys cash holdings.
*Major Customers*
The following table summarizes major customers' information for the years ended *December 31, 2025*and *2024*:
| | | For the Years ended December 31, | | |
| | | 2025 | | | 2024 | | |
| | | % Revenues | | | % AR | | | % Revenues | | | % AR | | |
| Major | | | 19.2 | % | | | 34.7 | % | | | 33.9 | % | | | 47.5 | % | |
| All Others | | | 80.8 | % | | | 65.3 | % | | | 66.1 | % | | | 52.5 | % | |
| Total | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % | |
A major customer is defined as any customer that represents at least *10%* of revenue or outstanding account receivable for a given period.
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Revenue Recognition
The Company derives revenues from the sales or leasing of systems, licenses and maintenance fees, and services.
*System Sales*
Revenue is recognized upon transfer of control of promised products andservices to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services, typically upon installation. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of any taxes collected, when applicable from customers, which are subsequently remitted to governmental authorities.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is a unit of account in ASC*606**.*A majority of the Companys systems sales have multiple performance obligations including an obligation to deliver a casino management system and another to provide maintenance services. For system sales with multiple performance obligations, the Company allocates revenue to each performance obligation based on its SSP. See discussion within the significant judgement paragraph regarding our determination ofSSP. At contract inception, management assesseswhether it is probable that the company will collect substantially all of the consideration to determine whether the contract meets the criterionfor collectability. The revenue allocated to the casino management system is recognized upon installation. The Company occasionally enters into contracts that includemultiple sites; management has determined that each site installation is a separate performance obligation. In these instances, the Company recognizes revenue upon completion of each performance obligation. In addition, the Company has a contract with a reseller who purchases and resells the Companys products; monthly the reseller notifies the Company of their successful installationsand submits an invoice to the Company for those installations. The Company also analyzes its standard business practice of using long-term contracts and the history of collecting on extended payment term contracts which include a significant financing component which is usually a market interest rate. The associated interest income is reflected accordingly in the statement of operations.
Managements assessment of collectability at both contract inception and on an ongoing basis resulted in the determination that some of our contractsdid*not*meet the criterionfor collectability. Thebalance of these contracts is *not*included as part of accounts receivableon the balance sheet. Accordingly, for these contractswhereby the collectability criterion has*not*been met, revenue will be recognized as payments are received.
*Maintenance Revenue*
Maintenance revenue is recognized ratably over the average contract period being *five* years. The SSPfor maintenance is based upon the renewal rate for contracted services.
*Lease Revenue*
The Company derives a portion of its revenue from a sales type leasing arrangement in accordance with ASC*842**.*The Company leases hardware to a customerand receivesmonthly payments. Revenue is recognized ratably over the contract period.
*Service Revenue and Other Revenue*
Other revenue includes DataTrac, KioskTrac and Kiosks,SlotSUITEand other promotional programsand sales of equipment. Service revenue is recognized upon completion of the services and are billed in arrears.Revenue is recognized for DataTrac, SlotSUITEand other promotional programs ratably over the contract period. Revenue is recognized for kiosks and sales of equipment upon shipment. The SSP for service revenue is established based upon actual selling prices for the services or prior similar arrangements.During *2024,*the Company recognized variable consideration of $275,000which resulted in a reduction of revenue related to the Company paying a*one*time cash consideration to a customer as a result of certain promotional software*not*performing in accordance with agreed upon specifications.
The Company offers qualified customers a licensing agreement. Licensing revenue is recognized after the intellectual property (CMS system), the performance obligation, is delivered and in its operational and functional state. The SSPselling price for licensing revenue is established based upon actual selling prices for the license.
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The following table summarizes disaggregated revenues by major product line for the years ended *December 31, 2025*and *2024*, respectively:
| | | Twelve months ended December 31, | | |
| | | 2025 | | | 2024 | | | 2025 | | | 2024 | | |
| | | | | | | | | | | (percent of revenues) | | |
| System revenue | | $ | 2,923,354 | | | $ | 4,090,263 | | | | 26.5 | % | | | 36.6 | % | |
| Maintenance revenue | | | 6,152,538 | | | | 5,378,620 | | | | 55.7 | % | | | 48.2 | % | |
| Lease revenue | | | 53,680 | | | | 0 | | | | 0.5 | % | | | 0.0 | % | |
| Service and other revenue | | | 1,918,665 | | | | 1,695,143 | | | | 17.4 | % | | | 15.2 | % | |
| Total revenues | | $ | 11,048,237 | | | $ | 11,164,026 | | | | 100.0 | % | | | 100.0 | % | |
System, sales-type lease, and certain other revenue is recorded at a point in time. Maintenance and service revenue is recorded over time.
*Significant Judgments*
Contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together*may*require significant judgment.
Judgment is required to determine the SSP for each distinct performance obligation,including lease and non-lease components. We use a single amountto estimate SSP when we sell a product or serviceseparately.
In instances where SSP is*not*directly observable, such as when we do*not*sell the product or service separately, we determine the SSP using information that*may*include market conditions and other observable inputs. We typically have more than*one*SSP for individual products and services due to the stratification of those products and services by customers and circumstances. In these instances, we perform a gross margin analysis usinginformation such as the size of the customer and geographic region in determining the SSP.
We recognize acontractassetwhen our performance under acontractprecedes our receipt of consideration from a customer, or before payment is due, and our receipt of consideration is conditional upon factors other than the passage of time. A contract asset is recognized when we have an unconditional right to payment for our performance. Ourcontractasset consistof our in-process installations, for which we have an enforceable right to collect consideration (including a reasonable profit) in the event the services are cancelled by customers. As of*December 31, 2025*and *2024*,we recorded a contract asset of approximately $295,400 and $68,400respectivelyas a component of accounts receivable.
Customer deposits are received upon the execution of a contract. Upon successful installation or delivery of a contract, the deposit is recognized as revenue. For the year ending *December 31, 2025,*customer deposits decreased$756,851 mainly because of the decrease in contracts in backlog at the end of *2025.*
As of *January 1, 2024,*the balance of current and long-termaccounts receivable, net andcustomerdeposits were$3,000,544 and$785,805, respectively.
The collectability assessment requiresthe company to use judgement and consider all relevantfacts and circumstances. Management exercises judgment in its assessment ofcollectabilityof customer funds by considering payment history, current credit status, and available information about the financial condition of the customer, among other factors. As of*December 31, 2025*and *2024*,approximately $887,492 and $1,229,290 for systems installed under contracthave*not*been recorded as revenueor included in accounts receivable based on the collectability assessment performed by the Company.In accordance with this assessment, the contracts will be assessed in subsequent periodsat which time they*may*be deemed collectable and the outstanding remaining system revenue will be recognized accordingly.
The collectability assessment requiresthe company to use judgement and consider all relevantfacts and circumstances.
We evaluate the interest rates in customer contracts with extended payment terms, representing a significant financing component. These rates range from approximately 2% to 7% and we believe those to be appropriate market interest rates for the financing component.
*Geographic Concentrations*
The Company sells its technologies and services to casinos in the United States, Australia, Japan, the Caribbean and countries in both Central and South America. For *2025* and *2024*, 93.7% and 93.6% of the Companys revenues were from the United States,all othergeographical locations were less than *10%.*
As of *December 31, 2025*and *2024*, 94.1% and 93.1% of the Companys accounts receivable were from the United States, all other geographicallocations were less than *10%.*
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Fair Value of Financial Instruments
The Companys financial instruments consist of cash and cash equivalents, certificates of deposit, accounts receivable, accounts payable and accrued expenses. Fair value estimates are at a specific point in time, based on relevant market information about the financial instrument. These estimates are subjective in nature and matters of significant judgment and therefore cannot be determined with precision. The Company considers the carrying values of its financial instruments to approximate fair value due to their short-term nature.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of *three* months or less to be cash equivalents.
Short-term Investments
The Company does *not* currently have any certificates of deposit ("CD") beingheld at abank. Certificates of deposit held for investment with an original maturity greater than*three*months are carried at cost plus accrued interest and reported as short-term investments on the balance sheet. Interest is paid at maturity. At times, certain certificates*may*exceed amounts insured by the FDIC. The Companydetermines the appropriate classification as short-term or long-term at the time of purchase based on originalmaturities and management's reasonable redemption expectation. The Company reevaluates suchclassification at each balance sheet date.The total short-term investments were$0and $4,627,744as of *December 31, 2025*and *2024*, respectively.
Accounts Receivable / Allowance for Credit Losses
Accounts receivable are initially recorded at the invoiced amount and carried on the balance sheet at net realizable valueas of each balance sheet date. For receivables related to contracts that contain aninterest rate, interest income is recorded upon receipton the statements of operations. We maintain an allowance for credit losses for accounts receivable, which is recorded as an offset to accounts receivable, and changes in such are classified as general and administrative expense in the Statements of Operations. We assess collectibility by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectibility issues. In determining the amount of the allowance for credit losses, we consider historical collectibility based on past due status and make judgments about the creditworthiness of customers based on ongoing credit evaluations. We also consider customer-specific information and current market conditions.The Company has adopted the practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimatingexpected credit losses on these assets. Management believes that receivables, net of the allowance for credit losses, are fully collectable. Accounts receivable are written off when management determines collection is*no*longer likely. While the ultimate result*may*differ, management believes that any write-off*not*allowed for will*not*have a material impact on the Companys financial position.
Inventory
Inventory, consisting of finished goods, is stated at the lower of cost or net realizable value. The average cost method is used to value inventory. Inventory is reviewed quarterly for the lower of cost or net realizable value and obsolescence. Any material cost found to be above net realizable value or considered obsolete is written down accordingly. The Company had $8,597and $7,697 of obsolescence reserve at *December 31, 2025*and *2024*, respectively. The total inventory value was $1,615,469and $1,935,679 as of *December 31, 2025*and *2024*, respectively, which included work-in-process of $97,942 and $147,724 as of *December 31, 2025*and *2024*, respectively, and the remaining amount is comprised of finished goods. At*December 31, 2025*and *2024*, the Company had $53,192 and $50,068 ofprepaidinventoryas a component of prepaid expenses, respectively.
Net Investment in Sales Type Lease
Net investment in leases are recognized when the Company's leases qualify as sales-type leases. The net investment in leases is initially measured at the present value of the fixed lease payments, discounted at the rate implicit in the lease.
Property and Equipment
Property and equipmentare stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets which range from two to five years. Repair and maintenance costs are expensed as incurred; major renewals and improvements are capitalized. As items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in operating income.
Long-lived Assets
The Company periodically assesses the recoverability of long-lived assets and certain identifiable intangible assets by reviewing for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset*may**not* be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. The impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Leases
The Company determines if an arrangement is a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The right to control the use of an asset includes the right to obtain substantially all of the economic benefits of the underlying asset and the right to direct how and for what purpose the asset is used.Right-of-use (ROU) assets represent the Companys right to use an underlying asset for the lease term and lease liabilities represent the Companys obligation to make lease payments arising from the lease.
Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease paymentsover the lease term. As most of the Companys leases do *not* provide an implicit rate, the Company has elected to use the incremental borrowingrate in determining the present value of lease payments for all asset classes. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Companys lease termsinclude options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For lease agreements that contain both lease and non-lease components, the Company has elected to account for thelease and non-lease components as a single lease component. The Company has elected to *not* apply the requirements of ASC *842* for short-term leases. Short-term leases are defined as leases that, at thecommencement date, have lease terms of *twelve* months or less.
Rent expense, including the effects of lease incentives, is recognized on a straight-line basis over the term of thelease.
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Income Taxes
The Company accounts for income taxes by following the asset and liability approach to accounting for income taxes. Deferred tax assets and liabilities represent the future tax consequences of the differences between the financial statement carrying amounts of assets and liabilities versus the tax basis of assets and liabilities. Under this method, deferred tax assets are recognized for deductible temporary differences,operating loss, andtax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than *not* that some portion or all of the deferred tax assets will *not* be realized. The impact of the tax rate changes on deferred tax assets and liabilities is recognized in the year that the change is enacted. Management believes that any write-off *not* allowed will *not* have a material impact on the Companys financial position.
The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Based on its evaluation, the Company believes that it has *no* significant unrecognized tax positions. The Companys evaluation was performed for the tax years ended *December 31, 2022*through *2025,* which are the tax years that remain subject to examination by major tax jurisdictions as of *December 31, 2025*. The Company does *not* believe there will be any material changes in its unrecognized tax positions over the next *12* months.
The Company *may*from time to time be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to its financial results. In accordance with current guidance, the Company classifies interest and penalties as income tax expense as incurred.
Research and Development
Expenditures for research and product development costs, before technological feasibility is reached are expensed as incurred. Research and development expenses were $771,060and $243,357 for the years ended *December 31, 2025*and *2024*, respectively, and areincluded in selling, general and administrative expenses on the statements of operations.
Software Development Costs
We expense software development costs, including cost to develop software products to be sold, licensed or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products. These costs are capitalized and amortized equally over the next five years.
Stock-based Compensation
The Company's stock-based compensation consists of stock options and restricted stock issued to certain company employees. The Company measures and recognizes compensation expense for all stock-based payment awards made to employees, directors and non-employees. The compensation expense for the Companys stock-based payments is based on estimated fair values at the time of the grant.
The Company estimates the fair value of restricted stockawards on the date of grant using the closing tradedprice on that date. The Companys restricted stockawards are subject to vesting requirements and the corresponding compensation is recorded ratably over the service period.
For stock options, the Company recognizes compensation expense based on an estimated grant date fair value using the Black-Scholes option-pricing model. The Company has elected to account for forfeitures as they occur and to use the simplified method to determine the expected life of stock options.
Basic and Diluted Earnings Per Share
Basic earnings per share is computed by dividing net income by the weighted average shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share except that the weighted average shares outstanding are increased to include additional shares from the assumed exercise of stock options and restricted stock shares subject to vesting. The number of additional shares is calculated by assuming that outstanding stock options were exercised and that the proceeds from the exercise were used to acquire shares of common stock at the average market price during the reporting period. (See Note *10*).
Recently AdoptedAccounting Pronouncements
On *January 1, 2025,*the Company adopted on a retrospective basis Accounting Standards Update (ASU) *2023*-*09,* Improvements to Income Tax Disclosures. This standard enhances the transparency and decision usefulness of income tax disclosures by requiring additional disaggregated information about a reporting entitys effective tax rate reconciliation and income taxes paid. The amendments primarily impact disclosure requirements and do *not* change the underlying recognition or measurement of income taxes. Upon adoption, the Company applied the guidance retrospectively. The adoption of ASU *2023*-*09* did *not* have a material impact on the Companys consolidated financial statements, results of operations, or cash flows, as the standard only modifies disclosure requirements. The Company has updated its income tax disclosures to comply with the new guidance.
On *January 1, 2025,*the Company adopted ASU *No.* *2025*-*05,*Financial Instruments Credit Losses (Topic *326*) Measurement of Credit Losses for Accounts Receivable and Contract Assets. This standard aims to reduce the cost and complexity of estimating credit losses while maintaining decision-useful information for financial statement users. The guidance allows all entities to elect a practical expedient related to developing forecasts as part of estimating expected credit losses that assumes the current conditions as of the balance sheet date do *not* change for the remaining life of the asset. Upon adoption, the Company applied the guidance prospectively. The adoption of ASU *2025*-*05* did *not* have a material impact on the Companys financial statements, results of operations, or cash flows.
On *January 1, 2024,*the Company retrospectivelyadopted ASU *2023*-*07,*Segment Reporting, which amended ASC *280* and requires public companies to disclose segment data based on how management makes decisions about allocating resources to segments and evaluating performance
The Company conducts its business activities and reports financial results as a single reportable segment, casino productssegment. Using the management approach, qualitative and quantitative criteria established by ASC *280,* the Company has determined it has a single reportable segment. The Chief Operating Decision Maker (CODM) makes decisions about allocating resources and assessing performance in a manner consistent with the way the Company operates its business and presents their financial results, using net income that is also reported on the income statement as net income. There are *no* reconciling items to the income statement. The measurement of segment assets is reported on the balance sheet as total assets. The CODM uses pre-tax net income to evaluate income generated from segment assets (return on assets)and assesses significant expenses such as hardware, labor and installation costs in deciding whether to reinvest profits into the casino products segment. The Companys CODM is the CEO. All of the Companys customers are based in the United States. The nature of business and accounting policies ofthe casino productssegment are the same as described in the organization and nature of business and summary of significant accounting policies.
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**NOTE 2. ACCOUNTS RECEIVABLE**
| | | December 31, | | | December 31, | | |
| | | 2025 | | | 2024 | | |
| | | | | | | | | | |
| Accounts receivable - current | | $ | 2,834,793 | | | $ | 2,416,790 | | |
| Less allowance for credit losses | | | (72,045 | ) | | | (73,728 | ) | |
| Accounts receivable current - net | | $ | 2,762,748 | | | $ | 2,343,062 | | |
| | | | | | | | | | |
| Accounts receivable - long-term | | $ | 421,883 | | | $ | 1,011,355 | | |
A roll-forward of the Companys allowance for credit lossesfor the years ended is as follows:
| | | December 31, | | | December 31, | | |
| | | 2025 | | | 2024 | | |
| | | | | | | | | | |
| Allowance for credit losses, beginning of year | | $ | 73,728 | | | $ | 68,620 | | |
| Current period provision | | | (827 | ) | | | 5,108 | | |
| Write-off | | | (856 | ) | | | 0 | | |
| Allowance for credit losses, end of year | | | 72,045 | | | | 73,728 | | |
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**NOTE 3. NET INVESTMENT IN SALES TYPE LEASE**
In*January 2021,*the Company entered into afiveyearleasewith a customerfor hardwarewhich had an implied interest rate of6%.
At inception, the Companyrecordeda total $210,782 in "Net investment in sales typeleases" and derecognized$139,521 from Inventory" on its balance sheet. The Company recognized $42,649and $36,793 in profit from sales type leases in itsstatements of operations for the years ended*December 31, 2025*and *2024*,respectively, as a result of the transaction. For the years ended *December 31, 2025*and *2024*,the Company recognized $1,965and $3,957, respectively, of interest income in the Company's statements of operations.
In *December 2022,*the Company entered into a fiveyear lease with a customer for hardware which had an implied interest rate of 6%.
At inception, the Companyrecordeda total $98,279in "Net investment in sales typeleases" and derecognized$46,533 from Inventory" on its balance sheet. The Company recognized $21,165 and $18,356 in profit from sales type leases in itsstatements of operations for the years ended*December 31, 2025*and *2024*, respectively, as a result of the transaction. For the years ended *December 31, 2025*and *2024*,the Company recognized $4,697and $4,444, respectively. of interest income in the Company's statements of operations.
In*March 2025,*the Company entered into afouryear lease with a customer for hardware which had an implied interest rate of6%.
At inception, the Companyrecorded $53,680in "Net investment in sales typeleases" and derecognized$31,740from Inventory" on its balance sheet. As a result of this transaction the Company recognized $25,327in profit from sales type leases in its statements of operations for theyear ended*December 31, 2025*as a result of the transaction. For the year ended *December 31, 2025,*the Company recognized $889of interest income in the Company's statements of operations.
The future minimum lease payments receivable for sales type leasesare as follows:
| | | Amount | | |
| 2026 | | | 61,297 | | |
| 2027 | | | 37,928 | | |
| 2028 | | | 15,128 | | |
| 2029 | | | 3,782 | | |
| Total undiscounted cash flows | | | 118,135 | | |
| Present value discount | | | 9,487 | | |
| Net investment in lease as of December 31, 2025 | | $ | 108,648 | | |
The current portion of $54,806is included inCurrent Assets on thebalance sheet as of*December 31, 2025*,and the long term portion of $53,842 is included in Long-Term Assets on the balance sheetas of *December 31, 2025*.The lease contains a purchase option at the conclusionof the lease, which the Company has determined does*not*meet the probability criterion. The Company has*not*recorded an unguaranteed residual asset.
**NOTE 4. PROPERTY AND EQUIPMENT**
Property and equipment consistof the following at:
| | | December 31, | | | December 31, | | |
| | | 2025 | | | 2024 | | |
| Office equipment | | $ | 247,035 | | | $ | 215,921 | | |
| Vehicles | | | 189,565 | | | | 204,565 | | |
| Total | | | 436,600 | | | | 420,486 | | |
| Less: accumulated depreciation | | | (293,851 | ) | | | (270,817 | ) | |
| Property and equipment, net | | $ | 142,749 | | | $ | 149,669 | | |
Depreciation expense totaled $38,034 and $17,763 for the years ended *December 31, 2025*and *2024*, respectively.
**NOTE 5. SOFTWARE DEVELOPMENT COSTS**
The company has capitalized a total of$62,000 and $0 of software development costs incurred during the yearsended *December 31, 2025*and *2024*, respectively. During *2025*the Company determined that development costs were deemed technologically feasible and have been capitalized. All of these development costs wereclassified as software development cost and have a useful life of five years. As of *December 31, 2025*none of these costs were amortized.In*2024* approximately $3,336 was amortized. There were no projects for the year ending *December 31, 2024*that were deemed technologically feasible.
**NOTE 6. DEBT**
The Company has a revolving credit lineof up to $500,000 that expireson *February* *1,* *2027.* The line of credit is collateralized by all receivables, inventory, equipment, and general intangibles of the Company. The Company hadnoborrowings under the credit line during the year ending*December 31, 2025*and*2024.* Interest on outstanding borrowings is payable monthly and charged at the Prime Rate, whichwas6.75%,subject to a floor of 3.75% at*December 31, 2025.*
**NOTE 7. OPERATING LEASES**
We lease space under non-cancelable operating leases for our *three*office locations. These leases do *not* have significant rent escalation holidays, concessions, leasehold improvement incentives, or other build-out clauses. Further, the leases do *not* contain contingent rent provisions.
Our leases include *one* or more options to renew. The exercise of lease renewal options are included in our ROU assets and lease liabilities if they are reasonably certain of exercise.
On*June 19, 2024,*we extended our lease for the Minnesota location. The term of the extension is75months and included a $36,000tenant improvement allowance, which is offsetting the*2024*lease payments. The extendedlease expires on*October 31, 2031.*On*August 29, 2025,*we extended our lease for the Oklahomalocation. The term of the extension is36months expiring*August**31,**2028.* On*August 24, 2023,*we entered into a lease for the Nevada location. The terms of the lease is36months expiring*August 31, 2026.*
Maturities of our lease liabilities for all operating leases are as follows as of *December 31, 2025*:
| | | | | | |
| 2026 | | $ | 124,906 | | |
| 2027 | | | 92,457 | | |
| 2028 | | | 90,619 | | |
| 2029 | | | 83,958 | | |
| 2030 | | | 87,309 | | |
| Thereafter | | | 67,656 | | |
| Total Lease Payments | | | 546,905 | | |
| Less: Interest | | | 73,971 | | |
| Present value of lease liabilities | | $ | 472,934 | | |
The following table summarizes the Company's operating lease expenses for the years ended *December 31, 2025*and*2024:*
| | | 2025 | | | 2024 | | |
| Operating lease expense | | $ | 148,521 | | | $ | 92,127 | | |
| Variable lease expense | | | 45,319 | | | | 25,869 | | |
| Total lease expense | | $ | 193,840 | | | $ | 117,996 | | |
We cannot determine the interest rate implicit in our leases. Therefore, the discount rate represents our estimated incremental interest rates to borrow an amount approximating the aggregate lease payments collateralized by the property at the commencement of the lease.
The following table summarizes the Company's operating lease information for the year ended *December 31, 2025*and*2024:*
| | | 2025 | | | 2024 | | |
| | | | | | | | | | |
| Operating cash flow from operating leases | | $ | 119,508 | | | $ | 87,651 | | |
| Right of use asset in exchange for new lease liabilities | | | 41,630 | | | | 398,194 | | |
| Operating leases | | | | | | | | | |
| Weighted average remaining lease term - operating leases (years) | | | 5.3 | | | | 5.0 | | |
| Weighted average discount rate - operating leases | | | 5.8 | % | | | 5.7 | % | |
****
**NOTE 8. STOCKHOLDERS EQUITY**
Common Stock
As of *December 31, 2025*, and *2024*, the Company holds 115,211 and 121,166 common stock shares in treasury at a total cost of $216,343 and $222,435, respectively, for future employee and professional service providers issuances under the bonus program which was part of both *2018* and *2014* repurchase of shares.
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Stock Based Compensation
On*September 30, 2024,*the Companyawarded703Restricted Stock shares to a non-employeeout of treasury stock. These shares are *not*subject to a vesting period. Grant date fair value of $2,700wasrecognized as legal expense as a component of selling, general and administrative expense.
On *December 18, 2024,*the Company awarded 19,250 stock options to be distributed to mostof its current employees. These optionsvested immediately. Grant date fair value of $33,039wasrecognized during *2024*as stock compensation expense as a component of selling, general and administrativeexpense.
On *December 19, 2025,*the Company awarded 19,500stock options to be distributed to mostof its current employees. These optionsvested immediately. Grant date fair value of $27,275 wasrecognized during *2025*as stock compensation expense as a component of selling, general and administrativeexpense.
The Company has approximately 39,500 shares of restricted stock outstanding as of *December 31, 2025*. There were approximately 60,500 shares of restricted stock outstanding at *December 31, 2024*.
For the years ended*December 31, 2025*and *2024,* the Company recorded compensation expense related to restricted stock granted of$77,909 for both *2025*and *2024,* respectively as a component of selling, general and administrativeexpenses.
For the years ended*December 31, 2025*and *2024,* the Company recorded compensation expense related to stock options granted of$27,274and $44,532, respectively as a component of selling, general and administrativeexpenses.
The fair value of the Companys stock options issued during *2025*was estimated using a Black-Scholes option pricing model with the following weighted-average assumptions:
| Expected volatility | | | 57.5 | % | |
| Expected life (years) | | | 2.5 | | |
| Risk-free interest rate | | | 3.76 | % | |
| Expected dividend yield | | | 1.99 | % | |
The expected volatility was estimated based on the Company's calculated historical volatility.
The unvested stock compensation expense is expected to be recognized over a weighted average period of approximately three years. As of*December 31, 2025*, the remaining unrecognized stock compensation expensefor stock options and restricted stock was approximately$76,344 and $154,252, respectively.
The following table summarizes additional information about stock options outstanding and exercisable at *December 31, 2025*:
| Options Outstanding | | | Options Exercisable | | |
| Options Outstanding | | | Weighted Average Remaining Contractual Life | | | Weighted Average Exercise Price | | | Aggregate Intrinsic Value | | | Options Exercisable | | | Weighted Average Exercise Price | | | Aggregate Intrinsic Value | | |
| 128,250 | | | | 3.94 | | | $ | 3.36 | | | $ | 124,575 | | | | 128,250 | | | $ | 3.36 | | | $ | 124,575 | | |
The following table summarizes the activity of all stock options outstanding for the years ending*December 31, 2025*and *2024*.
| | | 2025 | | | 2024 | | |
| | | Shares | | | Weighted Average Exercise Price | | | Shares | | | Weighted Average Exercise Price | | |
| Options outstanding at beginning of period | | | 115,750 | | | $ | 3.28 | | | | 119,500 | | | $ | 3.11 | | |
| Granted | | | 19,500 | | | | 4.96 | | | | 19,250 | | | | 3.60 | | |
| Exercised | | | (2,000 | ) | | | 3.93 | | | | 0 | | | | 0 | | |
| Expired | | | (5,000 | ) | | | 3.90 | | | | (23,000 | ) | | | 2.63 | | |
| Balance at December 31: | | | 128,250 | | | $ | 3.36 | | | | 115,750 | | | $ | 3.28 | | |
| | | | | | | | | | | | | | | | | | |
| Options Exercisable at December 31: | | | 128,250 | | | $ | 3.36 | | | | 115,750 | | | $ | 3.28 | | |
Cash Dividends
The Company's common stock contains rights to participate in earnings, dividends, and voting.
Dividend dates and amounts for the fiscal year ended *December 31, 2025*are listed in the table below:
| Date Declared | | Dividend Declared Per Share | | | Total Dividend Amount | | Date Dividend Paid | |
| February 28, 2025 | | $ | 0.02 | | | $ | 92,789 | | March 28, 2025 | |
| May 5, 2025 | | | 0.02 | | | | 92,790 | | June 13, 2025 | |
| August 8, 2025 | | | 0.02 | | | | 92,830 | | September 12, 2025 | |
| November 7, 2025 | | | 0.02 | | | | 92,831 | | December 12, 2025 | |
| Totals | | $ | 0.08 | | | $ | 371,240 | | | |
Dividenddates and amounts for the fiscal year ended *December 31, 2024*are listed in the table below:
| Date Declared | | Dividend Declared Per Share | | | Total Dividend Amount | | Date Dividend Paid | |
| March 14, 2024 | | $ | 0.01 | | | $ | 46,347 | | April 19, 2024 | |
| August 9, 2024 | | | 0.01 | | | | 46,349 | | September 13, 2024 | |
| November 9, 2024 | | | 0.01 | | | | 46,357 | | December 13, 2024 | |
| Totals | | $ | 0.03 | | | $ | 139,053 | | | |
The Company*may*continue to pay dividends in the future.
On *January 26, 2026*the Company's Board of Directors declareda specialcash dividendof $0.10per share, and on *February 26, 2026*the Board of Directors declared a cash dividend of $0.02 per share. Refer to *Not*e *11* Subsequent Event below.
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**NOTE 9. INCOME TAXES**
Income before the provision for income taxes paid to the United States was $2,088,620and 2,108,928forthe years ended*December 31, 2025*and *2024*, respectively. There were no Foreign income or loss before income tax expense.
The income tax provision consists of the following for the years ended *December 31:*
| | | 2025 | | | 2024 | | |
| | | | | | | | | | |
| Federal | | $ | 213,000 | | | $ | 370,000 | | |
| State | | | 42,000 | | | $ | 49,500 | | |
| Current Tax Expense | | | 255,000 | | | | 419,500 | | |
| Federal | | | 189,000 | | | | 104,000 | | |
| State | | | 18,000 | | | | 9,000 | | |
| Deferred tax | | | 207,000 | | | | 113,000 | | |
| Total income tax expense | | $ | 462,000 | | | $ | 532,500 | | |
The reconciliation between expected federal income tax rates and the Companys effective federal tax rates is as follows for the years ended *December 31:*
| | | 2025 | | | 2024 | | |
| | | Amount | | | Percent | | | Amount | | | Percent | | |
| | | | | | | | | | | | | | | | | | |
| Expected federal tax | | $ | 439,000 | | | | 21.0 | % | | $ | 443,000 | | | | 21.0 | % | |
| Permanent differences | | | 27,000 | | | | 1.3 | % | | | 7,000 | | | | 0.3 | % | |
| State income tax, net of federal tax benefit (1) | | | 41,000 | | | | 2.0 | % | | | 37,000 | | | | 1.8 | % | |
| Foreign tax credit | | | 0 | | | | 0.0 | % | | | 0 | | | | 0.0 | % | |
| Benefit valuation allowance | | | 0 | | | | 0.0 | % | | | 0 | | | | 0.0 | % | |
| Research and Development tax credit | | | (65,000 | ) | | | (3.1 | )% | | | 21,000 | | | | 1.0 | % | |
| Other | | | 20,000 | | | | 1.0 | % | | | 24,500 | | | | 1.2 | % | |
| Total | | $ | 462,000 | | | | 22.2 | % | | $ | 532,500 | | | | 25.3 | % | |
(*1*) The tax effect in this category primarily reflects the state and local taxes in Iowa, Oklahoma and California.
The following table summarizes the Companys deferred tax assets and liabilities at *December 31:*
| | | 2025 | | | 2024 | | |
| Current: | | | | | | | | | |
| Accounts payable and accrued expenses | | $ | 37,000 | | | $ | 31,000 | | |
| Accounts receivable, net | | | (757,000 | ) | | | (792,000 | ) | |
| Inventory obsolescence | | | 2,000 | | | | 2,000 | | |
| Prepaid expenses | | | (88,000 | ) | | | (110,000 | ) | |
| Operating lease liability | | | 16,000 | | | | 10,000 | | |
| Customer deposits | | | 26,000 | | | | 198,000 | | |
| Net current | | | (764,000 | ) | | | (661,000 | ) | |
| | | | | | | | | | |
| Long-term: | | | | | | | | | |
| NOL - State | | | 4,000 | | | | 4,000 | | |
| Foreign tax credit | | | 14,000 | | | | 15,000 | | |
| R&D tax credit | | | 48,000 | | | | 41,000 | | |
| Book - Tax depreciation | | | (33,000 | ) | | | (34,000 | ) | |
| Section 174 capitalization | | | 0 | | | | 105,000 | | |
| Stock compensation | | | 57,000 | | | | 63,000 | | |
| Investment impairment | | | 13,000 | | | | 13,000 | | |
| Net long-term | | | 103,000 | | | | 207,000 | | |
| Net deferred tax liability | | $ | (661,000 | ) | | $ | (454,000 | ) | |
****
Cash paid for income taxes were as follows:
| | | 2025 | | | 2024 | | |
| | | | | | | | | | |
| Federal | | $ | 315,000 | | | $ | 557,000 | | |
| Iowa | | | 24,000 | | | | 0 | | |
| State (other) | | | 34,008 | | | | 77,882 | | |
| Total cash paid for income taxes | | $ | 373,008 | | | $ | 634,882 | | |
| | | | | | | | | | |
The company has anoperating loss carryforward of approximately $54,000with the State of Minnesotaand other Federal and Minnesota tax credit carryforwards of approximately $74,000 that expire between *2027*and *2036*if *not* used. An allowance for net operating loss carryforward is recorded when the Company believes the amount *may**not* be collected or fully utilized. Management believes the state net operating loss carryforward and other tax credit carryforwards are fully collectible or will be fully utilized.
****
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**NOTE 10. EARNINGS PER SHARE**
Earnings per share is computed under *two* different methods, basic and diluted, and is presented for all periods in which statements of operations are presented. Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock and common stock equivalents outstanding.
The following table provides a reconciliation of the numerators and denominators used in calculating basic and diluted earnings per share:
| | | For the Years Ended | | |
| | | December 31, | | |
| | | 2025 | | | 2024 | | |
| Basic and diluted earnings per share calculation: | | | | | | | | | |
| Net income to common stockholders | | $ | 1,626,620 | | | $ | 1,576,428 | | |
| Weighted average number of common shares outstanding - basic | | | 4,595,051 | | | | 4,569,933 | | |
| Basic net income per share | | $ | 0.35 | | | $ | 0.34 | | |
| Weighted average number of common shares outstanding - diluted | | | 4,666,599 | | | | 4,623,161 | | |
| Diluted net income per share | | $ | 0.35 | | | $ | 0.34 | | |
For the years ended *December 31, 2025*and *2024*, there were common stock equivalents related to stock options and restricted stockthat had a dilutive effect of 71,548 and 53,228 shares, respectively.
**NOTE 11. SUBSEQUENT EVENTS**
On *January 23, 2026,*the Companys Board of Directors declared a special cashdividend of $0.10per share on the Companys issued and outstanding common stock, which special dividend will be payable on *March 6, 2026,*to shareholders of record at the close of business on *February 20, 2026.*
On *February 26, 2026*the Board of Directors declared a cash dividend of $0.02 per share on the Companys issued and outstanding common stock, which dividend is payable on *March 27, 2026*to shareholders of record at the close of business on *March 13, 2026.*
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**Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.**
None
**Item 9A.Controls and Procedures.**
**EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES**
The Company maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
As ofDecember 31, 2025, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures were effective as ofDecember 31, 2025.
**REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING**
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(e) and 15d-15(f) of the Exchange Act. The Company has designed internal controls to provide reasonable, but not absolute, assurance that financial statements are prepared in accordance with U.S. GAAP. The Company assesses the effectiveness of internal controls based on the criteria set forth in the 2013 Internal Control - Integrated Framework developed by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management has concluded that the Companys internal controls over financial reporting wereeffective as of December 31, 2025.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
**CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING**
During the fourth quarter of our 2025 fiscal year , there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
**Item 9B. Other Information.**
None
**Item9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.**
None
**PART III**
****
**Item 10. Directors, Executive Officers and Corporate Governance.**
The Information required by this Item is incorporated by reference to the Proxy Statement to be filed in connection with the Companys 2026Annual Meeting of Stockholders.
**Item 11. EXECUTIVE COMPENSATION.**
The Information required by this Item is incorporated by reference to the Proxy Statement to be filed in connection with the Companys 2026Annual Meeting of Stockholders.
**Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.**
****
The Information required by this Item is incorporated by reference to the Proxy Statement to be filed in connection with the Companys 2026Annual Meeting of Stockholders.
****
**Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.**
****
The Information required by this Item is incorporated by reference to the Proxy Statement to be filed in connection with the Companys 2026Annual Meeting of Stockholders.
**Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**
The Information required by this Item is incorporated by reference to the Proxy Statement to be filed in connection with the Companys 2026Annual Meeting of Stockholders.
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**PART IV**
**Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.**
**FINANCIAL STATEMENTS**
The Financial Statements and the Report of the Independent Registered Public Accounting Firm (PCAOB ID # 542) are included in Part II, Item 8 of the 10-K.
**EXHIBITS**
|
Exhibit No. |
|
Description |
|
|
3.1 |
|
Articles of Incorporation, filed with the Nevada Secretary of State on June 2, 1995 (incorporated by reference to Exhibit 3 to the registrants registration statement on Form 10SB-12G filed on December 6, 1999). |
|
|
3.2 |
|
Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on January 26, 2013 (incorporated by reference to Exhibit 3.2 to the registrants annual report on Form 10-K filed on March 31, 2011). |
|
|
3.3 |
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 to the registrants annual report on Form 10-K filed on March 31, 2011). |
|
|
3.4 |
|
Amendment No. 1 to Bylaws dated March 9, 2016 (incorporated by reference to Exhibit 3.1 to the registrants current report on Form 8-K filed on March 15, 2016). |
|
|
4.1 |
|
Description of Table Trac, Inc. Common Stock(incorporated by reference to Exhibit 4.1 to the registrants annualreport on Form 10-K for the fiscal year endedDecember 31, 2019). |
|
|
10.1 |
|
Offer Letter by and between Table Trac Inc. and Randy W. Gilbert (incorporated by reference to Exhibit 10.1 to the registrants current report on Form 8-K filed on January 12, 2018). |
|
|
10.2 |
|
Table Trac, Inc. 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to registrants current report on Form 8-K filed on May 20, 2021 |
|
|
10.3 |
|
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to registrants quarterly report on Form 10-Q filed on August 12, 2021). |
|
|
10.4 |
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Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.5 to registrant's annual report on Form 10-K for the fiscal year end December 31. 2022. |
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10.5 |
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Letter Agreement between Table Trac Inc. and Robert Siqveland, dated December 15, 2022 (incorporated by reference to Exhibit 10.1 to registrants current report on Form 8-K filed on December 20, 2022 |
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19.1 |
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Insider Trading Policy (filed herewith) |
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23.1 |
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Consent of Boulay PLLP(filed herewith) |
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31.1 |
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith). |
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31.2 |
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith). |
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32 |
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
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101.INS |
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Inline XBRL Instance Document |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
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101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
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10
[Table of Contents](#toc)
**SIGNATURES**
Pursuant to the requirements of Section 13 or 15(d) 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.
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Dated: March 24, 2026 |
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TABLE TRAC, INC. |
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/s/ Randy Gilbert |
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Randy Gilbert, CEO and CFO |
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(principal executive officer) |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 19th day of March, 2025.
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/s/ Randy Gilbert |
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Randy Gilbert, Chief Financial Officer (principal financial and accounting officer) |
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(principal executive officer) |
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/s/ Chad Hoehne |
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Chad Hoehne, President and Director |
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/s/ William Martinez |
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William Martinez, Director |
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/s/ Thomas Mertens |
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Thomas Mertens, Director |
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/s/ Andrew Berger |
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Andrew Berger, Director |
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11