8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) September 24, 2009

Commission File Number 000-03718

PARK CITY GROUP, INC.

(Exact name of small business issuer as specified in its charter)

Nevada	37-1454128
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

3160 Pinebrook Road; Park City, Utah 84098

(Address of principal executive offices)

(435) 645-2000

(Registrant's telephone number)

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(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02          Results of Operations and Financial Condition

On September 24, 2009, Park City Group, Inc. (the “Company”) issued a press release announcing its operating results for the year ended June 30, 2009, and including certain other remarks relating to operations.  A copy of the press release is attached as Exhibit 99.1.

The press release contains certain adjusted non-GAAP financial measures, as well as comparable GAAP financial measures.  The Company believes that providing both GAAP and adjusted non-GAAP measures of its performance will provide meaningful supplemental information regarding its operational effectiveness and to enhance investors’ overall understanding of the Company’s current financial performance and prospects for the future. Management believes that investors benefit from seeing its results “through the eyes” of management in addition to the GAAP presentation.  It is management’s belief that while not in accordance with or an alternative for GAAP, the adjusted information allows for greater transparency to supplemental information used by management in its financial and operational decision making.

The adjusted information excludes items, such as amortization of intangible assets, impairment charges, depreciation, charges to consolidate and integrate recently acquired businesses and non-cash stock based compensation, and other non-cash charges that may have a material effect on the Company’s net income and net income per share in accordance with GAAP.  Management monitors these items to ensure that expenses are in line with expectations and that its GAAP results are correctly stated, but does not use them to measure the ongoing bottom line operating performance of the Company. Furthermore, the non-GAAP or adjusted information provided by the Company may be different from the non-GAAP or adjusted information provided by other companies.

A reconciliation of the non-GAAP financial measures to the comparable GAAP financial measure is available on the Company’s home page at www.parkcitygroup.com by selecting “Reconciliation of Non-GAAP Financial Measures” under the “Company” tab.

Item 9.01          Financial Statements and Exhibits

See Exhibit Index.

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SIGNATURES

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

Dated:  September 24, 2009	PARK CITY GROUP, INC.
	By: /s/ John Merrill                        Chief Financial Officer

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Exhibit Index

Exhibit No.	Description
10.1	Press Release, dated September 24, 2009, announcing the financial results for the Company for the year ended June 30, 2009.

EX-10.1

Park City Group Financial Results Exceed Expectations

For the Fiscal Year Ended June 30, 2009

Company Achieves Positive EBITDA One-Year Ahead of Plan on a Adjusted Pro-forma Basis

PARK CITY, UT – September 24, 2009 - Park City Group, Inc. (OTCBB: PCYG), a developer of patented, innovative retail supply chain solutions and services, today announced its financial results for the year ended June 30, 2009.

Highlights:

·   Total revenue of $5.9 million for the year ended June 30, 2009, representing growth of 78%;

·   Adjusted pro-forma EBITDA increased to approximately $357,000 for the year ended June 30, 2009, achieving positive EBITDA one-year ahead of plan;

·   Adjusted pro-forma EBITDA for the fourth quarter of fiscal 2009 of approximately $330,000 exceeded the Company’s previous guidance for adjusted pro-forma EBITDA of between $235,000 and $300,000;

·   Company continues to see strong new customer activity, highlighted by the recent signing of its fourth new retailer Hub in calendar 2009.

Park City Group reported total revenue of $5,964,767 for year ended June 30, 2009, compared with $3,344,973 for the year ended June 30, 2008. The increase is principally due to the acquisition of Prescient Applied Intelligence on January 13, 2009, partially offset by a one-time license sale in 2008 which did not recur in 2009.

Operating expenses of $9,337,682 for the year ended June 30, 2009 include a $1,457,383 non-cash charge related to the impairment of certain capitalized software costs acquired in connection with the acquisition of Prescient, as well as $236,117 in non-recurring costs incurred in connection with the consummation of the merger. No further impairment costs are currently anticipated.  Operating expenses are anticipated to substantially decline as a percentage of revenue as a result of cost reduction measures initiated in fiscal 2009.  The benefits of these cost reduction measures are expected to be more fully realized during the current 2010 fiscal year.

Adjusted pro-forma EBITDA increased to approximately $357,000 for the year ended June 30, 2009 compared with an EBITDA loss of approximately ($60,000) for the year ended 2008, achieving positive EBITDA one year ahead of plan on an adjusted pro-forma basis.

For the fourth quarter of fiscal 2009, the Company reported adjusted pro-forma EBITDA of approximately $330,000, exceeding its preliminary guidance for adjusted pro-forma EBITDA to be between $235,000 and $300,000.

Including non-recurring costs and charges incurred in connection with the Prescient acquisition, net loss applicable to common shareholders for the year ended June 30, 2009 was $4,727,892, or $(0.48) per common share, compared with a net loss of $3,199,016 for the year ended June 30, 2008, or $(0.35) per common share.

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“Fiscal 2009 exceeded our own expectations, with adjusted pro-forma EBITDA well ahead of our financial plan and preliminary guidance” said Randall K. Fields, Park City Group’s Chairman and CEO. “Our strategies are clearly working as evidenced by the recent announcement of our fourth new retailer Hub signing in calendar 2009.  As I look forward to 2010, I anticipate a year of greater penetration of our broad suite of services into our existing customer base, the addition of new retailer Hubs and supplier Spokes, operating margin expansion, strong growth in EBITDA and our first year of positive net earnings and EPS.”

EBITDA is calculated as net income before deducting interest, taxes, depreciation and amortization. Adjusted EBITDA also excludes items such as impairment charges, charges to consolidate and integrate recently acquired businesses, costs of closing corporate facilities, non-cash stock based compensation and other non-cash charges.  Although EBITDA and adjusted EBITDA are not measures of actual cash flow because they do not consider changes in assets and liabilities that may impact cash balances, the Company’s management reviews these non-GAAP financial measures internally to evaluate the Company’s performance and manage the operations. Additionally, the Company believes they are useful metrics to evaluate operating performance and has therefore included such measures in the reporting of operating results.

Conference Call

The Company will host a conference call at 11:00 A.M. EDT on September 30, 2009 to discuss fiscal year 2009 financial results.  Shareholders and other interested parties may participate in the conference call by dialing (888) 679-8018 or (International) (617) 213-4845 and entering Conference ID #40859144.

A replay of the conference call will be accessible until October 30, 2009 by dialing (888) 286-8010 and entering Conference ID # 77464283.

About Park City Group

Park City Group is a trusted business solutions and services provider that enables retailers and suppliers to work collaboratively as strategic partners to reduce out-of-stocks, shrink, inventory and labor while improving profits, efficiencies, and customer service. Our innovative solutions provide trading partners a common platform on which they can capture, manage, analyze and share critical data, bringing greater visibility throughout the supply chain, and giving them the power to make better and more informed decisions. For more information, go to www.parkcitygroup.com.

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Forward-Looking Statement

Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “if”, “should” and “will” and similar expressions as they relate to Park City Group, Inc. (”Park City Group”) are intended to identify such forward-looking statements. Park City Group may from time to time update these publicly announced projections, but it is not obligated to do so. Any projections of future results of operations should not be construed in any manner as a guarantee that such results will in fact occur. These projections are subject to change and could differ materially from final reported results. For a discussion of such risks and uncertainties, see “Risk Factors” in Park City’s annual report on Form 10-K for the year ended June 30, 2009 and its other reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.

IR Contact

Neal Goldner

Darrow Associates

(631) 239-6282

ngoldner@darrowir.com

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PARK CITY GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

For the Years Ended June 30, 2009 and 2008

	2009			2008
Revenues:
Subscriptions	$	2,883,196		$	203,028
Maintenance and support		1,927,773			1,455,344
Professional services		899,800			584,661
License fees		253,998			1,101,940
Total revenues		5,964,767			3,344,973
Operating expenses:
Cost of revenues and product support		3,580,567			2,419,227
Sales and marketing		1,347,705			1,843,912
General and administrative		2,225,960			2,073,214
Depreciation and amortization		726,067			505,539
Impairment of capitalized software costs		1,457,383			-
Total operating expenses		9,337,682			6,841,892
Loss from operations		(3,372,915	)		(3,496,919	)
Other income (expense):
Equity in subsidiary loss		(162,796	)		-
Loss on disposition of property and equipment		(520	)		(295	)
Income from patent activities		-			600,000
Interest (expense) income, net		(505,146	)		29,035
Total other income (expense)		(668,462	)		628,740
Loss before income taxes		(4,041,377	)		(2,868,179	)
(Provision) benefit for income taxes		-			-
Net loss		(4,041,377	)		(2,868,179	)
Dividends on preferred stock		(686,515	)		(330,837	)
Net loss applicable to common shareholders	$	(4,727,892	)	$	(3,199,016	)
Weighted average shares, basic and diluted		9,770,000			9,150,000
Basic and diluted loss per share	$	(0.48	)	$	(0.35	)

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Reconciliation of GAAP and Non-GAAP Financial Measures

For the Years Ended, June 30, 2009 and 2008

		For the Year Ended
(In 000's)		June 30,
Audited results of operations		FY 2009			FY 2008
Net loss applicable to common shareholders		$	(4,728	)	$	(3,199	)
Non-GAAP Adjustments:
Impairment of capitalized software		$	1,457		$	-
Depreciation and amortization			726			506
Bad debt expense			124			128
Stock issued for services and expenses			149			75
Income from patent activities			-			(600	)
Gain (loss) on equity method investment			163			-
Interest, net			505			(29	)
Dividends on preferred stock			687			331
Acquisition related costs	(b)		236			-
Adjusted Non-GAAP EBITDA (loss)		$	(681	)	$	(2,788	)
		For the Year Ended
(In 000's)		June 30,
Unaudited pro-forma combined condensed		FY 2009			FY 2008
financial statements
Net loss applicable to common shareholders		$	(7,070	)	$	(10,746	)
Non-GAAP Adjustments:
Impairment of capitalized software		$	1,457		$	-
Impairment of goodwill			2,370			7,453
Depreciation and amortization			956			968
Bad debt expense			162			101
Stock issued for services and expenses			198			85
Income from patent activities			-			600
Interest, net			623			(229	)
Provision for income taxes			44			41
Dividends on preferred stock			1,355			1,667
Acquisition related costs	(b)		262			-
Adjusted Pro Forma EBITDA (loss)	(a)	$	357		$	(60	)
(a) The unaudited pro-froma results of operations for the year ended June 30, 2009 and 2008, as though Prescient had been acquired as of July 1, 2007.
(b) Acquisition related costs are certain costs that were incurred during the period that were not capitalized.  These costs include rents incurred on vacant corporate facilities and data centers, travel, training and costs to rebrand the combined Company.