Table of Contents


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended DecemberMarch 31, 2017

2021

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934

For the transition period from _________ to

_________                         

Commission file number 001-33365

ctlp-20210331_g1.jpg
Cantaloupe, Inc.

USA Technologies, Inc.


(Exact name of registrant as specified in its charter)

Pennsylvania

23-2679963

Pennsylvania

23-2679963
(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

100 Deerfield Lane,Suite 300, Malvern, Pennsylvania

Malvern,

Pennsylvania

19355

(Address of principal executive offices)

(Zip Code)

(610) 989-0340


(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName Of Each Exchange On Which Registered
Common Stock, no par valueCTLPThe NASDAQ Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No



As of February 2, 2018April 30, 2021 there were 53,623,14371,111,313 outstanding shares of Common Stock, no par value, outstanding.

value.




Table of Contents

USA TECHNOLOGIES, INC.

Cantaloupe, Inc.

TABLE OF CONTENTS

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Table of Contents

Part I. Financial Information

Item 1. Consolidated Financial Statements

USA Technologies,

Cantaloupe, Inc.

Condensed Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

December 31, 

 

June 30, 

($ in thousands, except shares)

 

2017

 

2017

 

 

(unaudited)

 

(audited)

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

15,386

 

$

12,745

Accounts receivable, less allowance of $3,740 and $3,149, respectively

 

 

15,472

 

 

7,193

Finance receivables, less allowance of $49 and $19, respectively

 

 

5,517

 

 

11,010

Inventory

 

 

11,215

 

 

4,586

Prepaid expenses and other current assets

 

 

1,971

 

 

968

Total current assets

 

 

49,561

 

 

36,502

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

 

Finance receivables, less current portion

 

 

11,215

 

 

8,607

Other assets

 

 

1,120

 

 

687

Property and equipment, net

 

 

12,622

 

 

12,111

Deferred income taxes

 

 

14,774

 

 

27,670

Intangibles, net

 

 

30,910

 

 

622

Goodwill

 

 

64,449

 

 

11,492

Total non-current assets

 

 

135,090

 

 

61,189

 

 

 

 

 

 

 

Total assets

 

$

184,651

 

$

97,691

   

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

23,775

 

$

16,054

Accrued expenses

 

 

6,798

 

 

4,130

Line of credit, net

 

 

 —

 

 

7,036

Capital lease obligations and current obligations under long-term debt

 

 

5,121

 

 

3,230

Income taxes payable

 

 

 6

 

 

10

Deferred revenue

 

 

595

 

 

 —

Deferred gain from sale-leaseback transactions

 

 

198

 

 

239

Total current liabilities

 

 

36,493

 

 

30,699

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

 

Revolving credit facility

 

 

10,000

 

 

 —

Capital lease obligations and long-term debt, less current portion

 

 

23,874

 

 

1,061

Accrued expenses, less current portion

 

 

65

 

 

53

Deferred gain from sale-leaseback transactions, less current portion

 

 

49

 

 

100

Total long-term liabilities

 

 

33,988

 

 

1,214

 

 

 

 

 

 

 

Total liabilities

 

$

70,481

 

$

31,913

 

 

 

 

 

 

 

Commitments and contingencies (Note 13)

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

Preferred stock, no par value, 1,800,000 shares authorized, no shares issued

 

 

 —

 

 

 —

Series A convertible preferred stock, 900,000 shares authorized, 445,063 issued and outstanding, with liquidation preferences of $19,109 and $18,775 at December 31, 2017 and June 30, 2017, respectively

 

 

3,138

 

 

3,138

Common stock, no par value, 640,000,000 shares authorized, 53,619,898 and 40,331,645 shares issued and outstanding at December 31, 2017 and June 30, 2017, respectively

 

 

307,053

 

 

245,999

Accumulated deficit

 

 

(196,021)

 

 

(183,359)

Total shareholders’ equity

 

 

114,170

 

 

65,778

Total liabilities and shareholders’ equity

 

$

184,651

 

$

97,691

(Unaudited)

($ in thousands, except share data)March 31,
2021
June 30,
2020
Assets
Current assets:
Cash and cash equivalents$88,562 $31,713 
Accounts receivable, net23,124 17,273 
Finance receivables, net7,050 7,468 
Inventory, net6,064 9,128 
Prepaid expenses and other current assets2,977 1,782 
Total current assets127,777 67,364 
Non-current assets:
Finance receivables due after one year11,123 11,213 
Property and equipment, net5,598 7,872 
Operating lease right-of-use assets4,570 5,603 
Intangibles, net20,747 23,033 
Goodwill63,945 63,945 
Other assets2,148 1,993 
Total non-current assets108,131 113,659 
Total assets$235,908 $181,023 
Liabilities, convertible preferred stock and shareholders’ equity
Current liabilities:
Accounts payable$34,761 $27,058 
Accrued expenses28,676 30,265 
Current obligations under long-term debt3,746 3,328 
Deferred revenue1,670 1,698 
Total current liabilities68,853 62,349 
Long-term liabilities:
Deferred income taxes153 137 
Long-term debt, less current portion13,798 12,435 
Operating lease liabilities, non-current3,947 4,749 
Total long-term liabilities17,898 17,321 
Total liabilities86,751 79,670 
Commitments and contingencies (Note 13)00
Convertible preferred stock:
Series A convertible preferred stock, 900,000 shares authorized, 445,063 issued and outstanding, with liquidation preferences of $21,446 and $20,779 at March 31, 2021 and June 30, 2020, respectively3,138 3,138 
Shareholders’ equity:
Preferred stock, 0 par value, 1,800,000 shares authorized
Common stock, 0 par value, 640,000,000 shares authorized, 71,081,313 and 65,196,882 shares issued and outstanding at March 31, 2021 and June 30, 2020, respectively460,059 401,240 
Accumulated deficit(314,040)(303,025)
Total shareholders’ equity146,019 98,215 
Total liabilities, convertible preferred stock and shareholders’ equity$235,908 $181,023 
See accompanying notes.

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Table of Contents

USA Technologies,Cantaloupe, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Six months ended

Three months endedNine months ended

 

December 31, 

 

December 31, 

March 31,March 31,

($ in thousands, except shares and per share data)

    

2017

    

2016

    

2017

    

2016

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

($ in thousands, except per share data)($ in thousands, except per share data)2021202020212020
Revenue:Revenue:

License and transaction fees

 

$

22,853

 

$

16,639

 

$

42,797

 

$

33,004

License and transaction fees$34,686 $34,961 $101,008 $105,324 

Equipment sales

 

 

9,653

 

 

5,117

 

 

15,326

 

 

10,340

Equipment sales8,074 8,137 16,913 25,184 

Total revenues

 

 

32,506

 

 

21,756

 

 

58,123

 

 

43,344

Total revenueTotal revenue42,760 43,098 117,921 130,508 

 

 

 

 

 

 

 

 

 

 

 

 

Costs of sales:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services

 

 

14,362

 

 

11,389

 

 

27,688

 

 

22,632

Cost of equipment

 

 

8,943

 

 

4,033

 

 

14,033

 

 

8,211

Total costs of sales

 

 

23,305

 

 

15,422

 

 

41,721

 

 

30,843

Cost of sales:Cost of sales:
Cost of license and transaction feesCost of license and transaction fees20,463 22,244 60,415 66,912 
Cost of equipment salesCost of equipment sales9,593 9,856 18,262 28,420 
Total cost of salesTotal cost of sales30,056 32,100 78,677 95,332 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

9,201

 

 

6,334

 

 

16,402

 

 

12,501

Gross profit12,704 10,998 39,244 35,176 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

Selling, general and administrative

 

 

8,329

 

 

5,785

 

 

15,075

 

 

12,593

Selling, general and administrative13,731 15,888 44,371 47,230 

Integration and acquisition costs

 

 

3,335

 

 

 8

 

 

4,097

 

 

109

Investigation, proxy solicitation and restatement expensesInvestigation, proxy solicitation and restatement expenses4,181 13,949 

Depreciation and amortization

 

 

737

 

 

307

 

 

982

 

 

515

Depreciation and amortization991 1,107 3,111 3,209 

Total operating expenses

 

 

12,401

 

 

6,100

 

 

20,154

 

 

13,217

Total operating expenses14,722 21,176 47,482 64,388 

 

 

 

 

 

 

 

 

 

 

 

 

Operating (loss) income

 

 

(3,200)

 

 

234

 

 

(3,752)

 

 

(716)

Operating lossOperating loss(2,018)(10,178)(8,238)(29,212)

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

Interest income

 

 

251

 

 

200

 

 

331

 

 

273

Interest income302 411 978 988 

Interest expense

 

 

(494)

 

 

(201)

 

 

(703)

 

 

(413)

Interest expense(88)(683)(3,970)(1,981)

Change in fair value of warrant liabilities

 

 

 -

 

 

 -

 

 

 -

 

 

(1,490)

Total other expense, net

 

 

(243)

 

 

(1)

 

 

(372)

 

 

(1,630)

Change in fair value of derivativeChange in fair value of derivative1,070 1,070 
Total other income (expense), netTotal other income (expense), net214 798 (2,992)77 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before income taxes

 

 

(3,443)

 

 

233

 

 

(4,124)

 

 

(2,346)

(Provision) benefit for income taxes

 

 

(9,073)

 

 

 -

 

 

(8,605)

 

 

115

Loss before income taxesLoss before income taxes(1,804)(9,380)(11,230)(29,135)
Provision for income taxesProvision for income taxes(44)85 (133)(46)

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

 

(12,516)

 

 

233

 

 

(12,729)

 

 

(2,231)

Net lossNet loss(1,848)(9,295)(11,363)(29,181)

Preferred dividends

 

 

 -

 

 

 -

 

 

(334)

 

 

(334)

Preferred dividends(334)(334)(668)(668)

Net (loss) income applicable to common shares

 

$

(12,516)

 

$

233

 

$

(13,063)

 

$

(2,565)

Net (loss) income per common share

 

 

 

 

 

 

 

 

 

 

 

 

Net loss applicable to common sharesNet loss applicable to common shares$(2,182)$(9,629)$(12,031)$(29,849)
Net loss per common shareNet loss per common share

Basic

 

 

(0.24)

 

 

0.01

 

 

(0.26)

 

 

(0.07)

Basic$(0.03)$(0.15)$(0.18)$(0.48)

Diluted

 

 

(0.24)

 

 

0.01

 

 

(0.26)

 

 

(0.07)

Diluted$(0.03)$(0.15)$(0.18)$(0.48)

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

Basic

 

 

52,150,106

 

 

40,308,934

 

 

49,861,735

 

 

39,398,469

Basic67,112,511 64,096,778 65,617,458 62,591,947 

Diluted

 

 

52,150,106

 

 

40,730,712

 

 

49,861,735

 

 

39,398,469

Diluted67,112,511 64,096,778 65,617,458 62,591,947 

See accompanying notes.

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Table of Contents

USA Technologies,Cantaloupe, Inc.

Condensed Consolidated StatementStatements of Shareholders’ Equity

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A

 

 

 

 

 

 

 

 

Convertible

 

 

 

 

 

 

 

 

Preferred Stock

 

Common Stock

 

Accumulated

 

 

($ in thousands, except shares)

   

Shares

  

Amount

   

Shares

  

Amount

   

Deficit

   

Total

Balance, June 30, 2017

  

445,063

  

$

3,138

  

40,331,645

  

$

245,999

  

$

(183,359)

  

$

65,778

Issuance of common stock in relation to public offering, net of offering costs incurred of $3,237 (a)

  

 —

  

 

 —

  

9,583,332

  

 

39,888

  

 

 —

  

 

39,888

Issuance of common stock as merger consideration(b)

 

 —

 

 

 —

 

3,423,367

 

 

19,810

 

 

 —

 

 

19,810

Stock based compensation

  

 —

  

 

 —

  

281,554

  

 

1,356

  

 

 —

  

 

1,356

Excess tax benefit from stock plans(c)

  

 —

  

 

 —

  

 —

  

 

 —

  

 

67

  

 

67

Net loss

  

 —

  

 

 —

  

 —

  

 

 —

  

 

(12,729)

  

 

(12,729)

Balance, December 31, 2017

  

445,063

  

$

3,138

  

53,619,898

  

$

307,053

  

$

(196,021)

  

$

114,170

(a)

Refer to Note 12 regarding the public offering issued during July 2017.

(b)

Refer to Note 3 regarding the business acquisition executed during November 2017.

(Unaudited)

(c)

Refer to Note 2 regarding the adoption of ASU 2016-09.


Nine Month Period Ended March 31, 2021
Common StockAccumulated
Deficit
Total
($ in thousands, except share data)SharesAmount
Balance, June 30, 202065,196,882 $401,240 $(303,025)$98,215 
Impact of adoption of ASC 326— — 348 348 
Stock based compensation56,083 1,502 — 1,502 
Net loss— — (6,613)(6,613)
Balance, September 30, 202065,252,965 402,742 (309,290)93,452 
Stock based compensation32,709 1,691 — 1,691 
Net loss— — (2,902)(2,902)
Balance, December 31, 202065,285,674 404,433 (312,192)92,241 
Issuance of common stock in relation to private placement, net of offering costs incurred of $2,5985,730,000 52,410 — 52,410 
Exercise of warrants12,154 — — — 
Stock based compensation53,485 3,216 — 3,216 
Net loss— — (1,848)(1,848)
Balance, March 31, 202171,081,313 $460,059 $(314,040)$146,019 

Nine Month Period Ended March 31, 2020
Common StockAccumulated
Deficit
Total
($ in thousands, except share data)SharesAmount
Balance, June 30, 201960,008,481 $376,853 $(262,430)$114,423 
Stock based compensation— 290 — 290 
Net loss— — (11,508)(11,508)
Balance, September 30, 201960,008,481 377,143 (273,938)103,205 
Issuance of common stock in relation to private placement, net of offering costs incurred of $1,1023,800,000 16,777 — 16,777 
Stock based compensation362,941 1,742 — 1,742 
Net loss— — (8,378)(8,378)
Balance, December 31, 201964,171,422 395,662 (282,316)113,346 
Stock based compensation277,535 382 — 382 
Net loss— — (9,295)(9,295)
Balance, March 31, 202064,448,957 $396,044 $(291,611)$104,433 
See accompanying notes.

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Table of Contents

USA Technologies,Cantaloupe, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

Six months ended

 

 

December 31, 

($ in thousands)

    

2017

    

2016

OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss

 

$

(12,729)

 

$

(2,231)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

 

Non-cash stock based compensation

 

 

1,356

 

 

445

Gain on disposal of property and equipment

 

 

(83)

 

 

(31)

Non-cash interest and amortization of debt discount

 

 

86

 

 

26

Bad debt expense

 

 

291

 

 

450

Depreciation and amortization

 

 

3,476

 

 

2,564

Change in fair value of warrant liabilities

 

 

 -

 

 

1,490

Excess tax benefits

 

 

67

 

 

 -

Deferred income taxes, net

 

 

8,537

 

 

(115)

Recognition of deferred gain from sale-leaseback transactions

 

 

(93)

 

 

(430)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(5,290)

 

 

(2,347)

Finance receivables

 

 

7,958

 

 

2,119

Inventory

 

 

(5,822)

 

 

(2,689)

Prepaid expenses and other current assets

 

 

(606)

 

 

(542)

Accounts payable and accrued expenses

 

 

6,950

 

 

(3,840)

Income taxes payable

 

 

40

 

 

(12)

Net cash provided by (used in) operating activities

 

 

4,138

 

 

(5,143)

 

 

 

 

 

 

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

Purchase of property and equipment, including rentals

 

 

(1,767)

 

 

(1,944)

Proceeds from sale of property and equipment, including rentals

 

 

157

 

 

61

Cash used for Cantaloupe acquisition

 

 

(65,181)

 

 

 -

Net cash used in investing activities

 

 

(66,791)

 

 

(1,883)

 

 

 

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

 

 

 

Cash used in retirement of common stock

 

 

 -

 

 

(31)

Proceeds from exercise of common stock warrants

 

 

 -

 

 

6,193

Payment of debt issuance costs

 

 

(445)

 

 

 -

Proceeds from issuance of long-term debt

 

 

25,100

 

 

 -

Proceeds from revolving credit facility

 

 

10,000

 

 

 -

Issuance of common stock in public offering, net

 

 

39,888

 

 

 -

Repayment of capital lease obligations and long-term debt

 

 

(9,249)

 

 

(374)

Net cash provided by financing activities

 

 

65,294

 

 

5,788

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

2,641

 

 

(1,238)

Cash and cash equivalents at beginning of year

 

 

12,745

 

 

19,272

Cash and cash equivalents at end of period

 

$

15,386

 

$

18,034

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

Interest paid in cash

 

$

557

 

$

469

Income taxes paid in cash (refund), net

 

$

 -

 

$

 -

Supplemental disclosures of noncash financing and investing activities:

 

 

 

 

 

 

Equity issued in connection with Cantaloupe Acquisition

 

$

19,810

 

$

 -

Equipment and software acquired under capital lease

 

$

227

 

$

272

Nine months ended
March 31,
($ in thousands)20212020
Cash flows from operating activities:
Net loss$(11,363)$(29,181)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock based compensation6,366 2,453 
Amortization of debt discount and issuance costs2,696 1,040 
Provision for expected losses459 1,400 
Provision for inventory reserve768 (434)
Depreciation and amortization included in operating expenses3,111 3,209 
Depreciation included in cost of sales for rental equipment1,055 1,984 
Change in fair value of derivative(1,070)
Property and equipment write-off1,658 
Other1,192 1,501 
Changes in operating assets and liabilities:
Accounts receivable(5,204)2,088 
Finance receivables(252)(113)
Inventory2,297 2,204 
Prepaid expenses and other assets(1,343)(1,045)
Accounts payable and accrued expenses7,218 (500)
Operating lease liabilities(795)(1,102)
Deferred revenue(28)(60)
Net cash provided by (used in) operating activities7,835 (17,626)
Cash flows from investing activities:
Purchase of property and equipment(1,281)(1,711)
Proceeds from sale of property and equipment12 33 
Net cash used in investing activities(1,269)(1,678)
Cash flows from financing activities:
Proceeds from long-term debt issuance by Antara, net of issuance costs paid to Antara14,248 
Payment of third-party debt issuance costs(1,980)
Proceeds from (repayments of) Revolving Credit Facility(10,000)
Proceeds from long-term debt issuance by JPMorgan Chase Bank, N.A., net of debt issuance costs14,550 
Repayment of long-term debt(15,554)(2,413)
Proceeds from equity issuance by Antara, net of issuance costs paid to Antara17,879 
Proceeds from private placement55,008 
Payment of equity issuance costs(2,598)
Proceeds from exercise of common stock options77 
Payment of Antara prepayment penalty and commitment termination fee(1,200)
Net cash used provided by financing activities50,283 17,734 
Net increase (decrease) in cash and cash equivalents56,849 (1,570)
Cash and cash equivalents at beginning of year31,713 27,464 
Cash and cash equivalents at end of period$88,562 $25,894 
Supplemental disclosures of cash flow information:
Interest paid in cash$804 $940 

See accompanying notes.

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USA Technologies,Cantaloupe, Inc.

Condensed Notes to Consolidated Financial Statements

(Unaudited)

1. BUSINESS


On March 29, 2021, USA Technologies, Inc. filed Articles of Amendment to its Amended and Restated Articles of Incorporation with the Pennsylvania Department of State to effect a change of the Company’s name from “USA Technologies, Inc.” to “Cantaloupe, Inc.,” effective as of April 15, 2021. On April 19, 2021, the Company’s common stock, no par value per share (the “Company”“Common Stock”), “We”, “USAT”,began trading on the NASDAQ Global Select Market under the ticker symbol “CTLP” and the Company’s Series A Convertible Preferred Stock, no par value per share, began trading on the OTC Markets’ Pink Open Market under the trading symbol, “CTLPP”.

Cantaloupe, Inc. (“Cantaloupe” or “Our”the “Company”) was incorporated in the Commonwealth of Pennsylvania in January 1992. We are a provider of technology-enabledsoftware and payments company that provides end-to-end technology solutions for the unattended retail market. Cantaloupe is transforming the unattended retail community by offering one integrated solution for payments processing, logistics, and value-added services that facilitate electronic payment transactions andback-office management. The Company’s enterprise-wide platform is designed to increase consumer engagement services primarily within the unattended Point of Sale (“POS”) market. We are a leading provider in the small ticket, beverage and food vending industrysales revenue through digital payments, digital advertising and are expanding our solutions and services to other unattended market segments, such as amusement, commercial laundry, kiosk and others. Since our founding, we have designed and marketed systems and solutions that facilitate electronic payment options, as well as telemetry Internet of Things (“IoT”) and machine-to-machine (“M2M”) services, which include the ability to remotely monitor,customer loyalty programs, while providing retailers with control and report onvisibility over their operations and inventory. As a result, customers ranging from vending machine companies to operators of micro-markets, gas and car charging stations, laundromats, metered parking terminals, kiosks, amusements and more, can run their businesses more proactively, predictably, and competitively.

Impact of COVID-19

The coronavirus (COVID-19) was first identified in China in December 2019, and subsequently declared a global pandemic in March 2020 by the resultsWorld Health Organization. COVID-19 containment measures began in parts of the United States in March 2020 resulting in forced closure of non-essential businesses and social distancing protocols. As a result, COVID-19 has impacted our business, significantly reducing foot traffic to distributed assets containing our electronic payment solutions. Historically, thesesolutions and reducing discretionary spending by consumers. The Company did not observe meaningful reductions in processing volume until middle of March 2020, when average daily processing volume decreased approximately 40%. By middle of April 2020, processing volumes began to recover and have improved through March 2021 and we are now approaching pre-pandemic levels of volumes. Continued COVID-19 recurrences could result in further reductions in foot traffic to distributed assets have relied on cashcontaining our electronic payment solutions and reduced discretionary spending by consumers.

In response to the outbreak and business disruption, we implemented liquidity conservation and cost savings initiatives that included: a 20% salary reduction for the senior leadership team through December 2020; deferral of all cash-based director fees until calendar year 2021; a temporary furlough of approximately 10% of our employee base; negotiations with and concessions from vendors in regard to cost reductions and/or payment deferrals; an increased collection effort to reduce outstanding accounts receivables; and various supply chain/inventory improvements. During the summer of 2020 as restrictions lifted, our offices were opened with strict guidelines for social distancing and with adherence to state and local mandates. All of our furloughed employees returned to work by June 26, 2020. Most of our employees continue to work remotely as of March 31, 2021. To date, our supply chain network has not been significantly disrupted and we are continuously monitoring for the impact from COVID-19. In addition, the Company received loan proceeds from the Paycheck Protection Program in the formfourth quarter of coins or bills, whereas, our systems allow themfiscal year 2020. See Note 8 for additional information.

We continue to accept cashless payments such as throughmonitor the usecontinuously evolving situation and follow guidance from federal, state and local public health authorities. Given the continued uncertainty of credit or debit cards or other emerging contactless forms, such as mobile payment.  The connection to the ePort Connect Platform also enables consumer loyalty programs, national rewards programs and digital content, including advertisements and product information to be delivered at the point of sale. 

On November 9, 2017,situation, the Company acquired allcannot, at this time, reasonably estimate the longer-term repercussions of COVID-19 on our financial condition, results of operations or cash flows in the outstanding equity interests of Cantaloupe Systems, Inc. (“Cantaloupe”), pursuant tofuture. If the Agreement and Plan of Merger (“Merger Agreement”).  Cantaloupepandemic is not substantially contained in the near future, COVID-19 may have a premier provider of cloud and mobile solutions for vending, micro markets, and office coffee service.  The acquisition expanded the Company’s existing platform to become an end-to-end enterprise platform integrating Cantaloupe’s Seed Cloud which provides cloud and mobile solutions for dynamic route scheduling, automated pre-kitting, responsive merchandising, inventory management, warehouse and accounting management,material adverse impact on our revenue growth as well as cashless vending. The combined companies completeour overall profitability in fiscal year 2021, and may lead to higher sales-related, inventory-related, and operating reserves. As of March 31, 2021, we have evaluated the value chainpotential impact of the COVID-19 outbreak on our financial statements, including, but not limited to, the impairment of goodwill and intangible assets, impairment of long-lived assets including operating lease right-of-use assets, property and equipment and allowance for customers by providing both top-line revenue generating servicesdoubtful accounts for accounts and finance receivables. We have concluded that there are no material impairments as wella result of our evaluation. Where applicable, we have incorporated judgments and estimates of the expected impact of COVID-19 in the preparation of the financial statements based on information currently available. These judgments and estimates may change, as bottom line business efficiency services to help operatorsnew events develop and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known.



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Table of unattended retail machines run their business better.  The combination also marries the data-rich Seed system with USAT’s consumer benefits, providing operators with valuable consumer data that results in customized experiences.  In addition to new technology and services, due to Cantaloupe’s existing customer base, the acquisition expands the Company’s footprint into new global markets.

INTERIM FINANCIAL INFORMATION

Contents

BASIS OF PRESENTATION AND PREPARATION

The accompanying unaudited condensed consolidated financial statements of USA Technologies, Inc.the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q.  Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements and therefore should be read in conjunction with the Company’s June 30, 2020 Annual Report on Form 10-K for the year ended June 30, 2017.10-K.  In the opinion of management, all adjustments considered necessary for a fair presentation, consisting of normal recurring adjustments, have been included.  Operating results for the three and sixnine months ended DecemberMarch 31, 20172021 are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, 2018.2021. Actual results could differ from estimates. The balance sheet at June 30, 20172020 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

BASIS OF PRESENTATION

Certain reclassifications


The Company operates as 1 operating segment because its chief operating decision maker, who is the Chief Executive Officer, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance.

As part of the Company’s financial statement close process for the quarter ended March 31, 2021, management identified a net adjustment totaling $1.3 million relating primarily to prior year’s data have been madeyear activity. The error relates to conform to current year’s presentation.  As disclosed in Note 3, the Company incurred integration and acquisition expenses during the current period and deemed it appropriate to have such costs individually captioned within the statement of operations.  Accordingly, the Company retrospectively reclassified integration and acquisition costs incurred in the corresponding periods from the previous fiscal year to conform to the current period’s presentation.

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2. ACCOUNTING POLICIES

RECENT ACCOUNTING PRONOUNCEMENTS

Accounting pronouncements adopted in fiscal year 2018

In January 2017, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update No. 2017-04 ("ASU 2017-04"), which eliminates Step 2 from the goodwill impairment test. Under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.  Additionally, an entity should consider income tax effects from any tax deductible goodwill onderecognizing the carrying amount of the underlying assets for three finance receivables agreements that are classified as sales-type leases.

The Company analyzed the potential impact of the error in accordance with the appropriate guidance, from both a qualitative and quantitative perspective, and concluded that the error was not material to any individual interim or annual prior periods. Accordingly, during the three months ended March 31, 2021, the Company recorded $1.7 million in additional Cost of equipment sales offset by $0.4 million reversal of previously recognized depreciation expense resulting in a net carrying value reduction of $1.3 million of Property and equipment.


2. ACCOUNTING POLICIES

RECENT ACCOUNTING PRONOUNCEMENTS

Accounting pronouncements adopted

ASC Topic 326 - Credit Losses

On July 1, 2020, we adopted Topic 326, Financial Instruments-Credit Losses, which was primarily introduced under Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments – Measurement of Credit Losses on Financial Instruments”. Topic 326 introduces a new credit loss impairment methodology for financial assets measured at amortized cost, requiring recognition of the full lifetime expected credit losses upon initial recognition of the financial asset and each reporting unit when measuringperiod, replacing current GAAP, which generally requires that a loss be incurred before it is recognized. The expected credit loss model is based on historical experience, current conditions, and reasonable and supportable economic forecasts of collectability.

The Company adopted Topic 326 on July 1, 2020 using the goodwill impairmentmodified retrospective approach through an adjustment to retained earnings, and began calculating our allowance for accounts and finance receivables under an expected loss if applicable. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. We early adopted ASU 2017-04 for impairment testsmodel rather than an incurred loss model. The comparative information has not been restated and continues to be performedreported under the accounting standards in effect for those periods.

We estimate our allowances using an aging analysis of the receivables balances, primarily based on testing dates afterhistorical loss experience, as there have been no significant changes in the mix or risk characteristics of the receivable revenue streams used to calculate historical loss rates. We also take into consideration that receivables for monthly service fees that are collected as part of the flow of funds from our transaction processing service have a lower risk profile than receivables for equipment and service fees billed under the Company’s standard payment terms of 30 to 60 days from invoice issuance, and adjust our aging analysis to incorporate those risk assessments. Current conditions are analyzed at each measurement date as we reassess whether our receivables continue to exhibit similar risk characteristics as the prior measurement date, and determine if the reserve calculation needs to be adjusted for new developments, such as a customer’s inability to meet its financial obligations. Lastly, we also factor reasonable and supportable economic expectations into our allowance estimate for the asset’s entire expected life, which is generally less than one year for accounts receivable and five years for finance receivables.
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The adoption of this pronouncement resulted in a net increase of $0.3 million in retained earnings, with an offsetting adjustment to the allowance for doubtful accounts and finance receivables as of July 1, 2017, which did not impact our consolidated financial statements.

2020.


The following table represents a rollforward of the allowance for doubtful accounts for accounts and finance receivables for the nine months ending March 31, 2021:
Nine Months Ended March 31, 2021
($ in thousands)Accounts receivableFinance receivable
Beginning balance of allowance at June 30, 2020, prior to adopting ASC 326$7,676 $150 
Impact of adoption of ASC 326(757)409 
Provision for expected losses936 350 
Write-offs(827)
Balance at March 31, 2021$7,028 $909 

ASU 2018-15 - Intangibles—Goodwill and Other (Topic 350): Internal-Use Software

In March 2016,August 2018, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation2018-15, “Intangibles—Goodwill and Other (Topic 718), Improvements to Employee Share-Based Payment Accounting, which modifies350): Internal-Use Software.” This standard aligns the accountingrequirements for certain aspects of share-based payments to employees. The new guidance requires excess tax benefits and tax deficiencies to be recordedcapitalizing implementation costs incurred in the income statement when stock awards vest or are settled. In addition, cash flows related to excess tax benefits are to be separately classified as an operating activity apart from other income tax cash flows. The standard also allows the Company to repurchase more of an employee’s vested shares for tax withholding purposes without triggering liability accounting, and clarifiesa cloud computing arrangement that all cash payments made to tax authorities on an employee’s behalf for withheld shares should be presented asis a financing activity on the statement of cash flows. The Company adopted this standard as of July 1, 2017.

The primary impact of adoption was the recognition of excess tax benefits in the Company's provision for income taxes which is applied prospectively starting July 1, 2017 in accordanceservice contract with the guidance. Adoption of the new standard resulted in the recognition of $16 thousand of excess tax benefits in the Company's provisionrequirements for income taxes for the six months ended December 31, 2017. Through June 30, 2017 excess tax benefits were reflected as a reduction of deferred tax assets via reducing actual operating loss carryforwards because such benefits had not reduced income taxes payable. Under the new standard the treatment of excess tax benefits changed and the cumulative excess tax benefits as of June 30, 2017 amountingcapitalizing implementation costs incurred to $67 thousand were credited to accumulated deficit.

develop or obtain internal-use software. The adoption of this ASU No. 2016-09on July 1, 2020 did not have a material impact on our statement of cash flows for the three and six months ended December 31, 2016. 

condensed consolidated financial statements.


Accounting pronouncements to be adopted.

adopted


The Company is evaluating whether the effects of the following recent accounting pronouncements, or any other recently issued but not yet effective accounting standards, will have a material effect on the Company’s condensed consolidated financial position, results of operations or cash flows.


ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606) (“the New Standard”).” This ASU was amended by ASU No. 2015-14, issued in August 2015, which deferred the original effective date by one year. The new guidance provides a single model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. The new standard also requires expanded qualitative and quantitative disclosures about the nature, timing and uncertainty of revenue and cash flows arising from contracts with customers. The ASU is now effective for fiscal years, and interim reporting periods within those years, beginning with the year ending June 30, 2019.

The Company’s project plan includes a three-phase approach to implementing this standard update. The Company is currently evaluating the impact of the potential changes identified by its initial phase one assessment work which included internal surveys of the business, holding revenue recognition workshops with sales and business unit finance leadership, and reviewing a representative sample of revenue arrangements across the business to initially identify a set of applicable qualitative revenue recognition changes related to the new standard update. During the quarter, the Company completed an acquisition of Cantaloupe and has commenced the phase one assessment of the recently acquired business.

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The objectives for the second phase of the project will be to establish and document key accounting policies and assess disclosures, business process and control impacts resulting from the New Standard. New policies and procedures identified during phase two will be applied to both historical Company revenue streams and those of the recently acquired business to ensure compliance with the New Standard. Lastly, the objectives of phase three will comprise effectively implementing the new standard update and embedding the new accounting treatment into the Company’s business processes and controls to support the financial reporting requirements. Phase three is expected to be completed in the fourth quarter of fiscal year 2018.

The Company is still evaluating the impact that the New Standard will have on the Company’s consolidated financial statements and will be unable to quantify its impact until the third phase of the project has been completed. The standard is expected to impact the Company’s revenue recognition processes, primarily in the areas of the allocation of contract revenues. An entity can elect to apply the guidance under one of the following two methods: (i) retrospectively to each prior reporting period presented – referred to as the full retrospective method; or (ii) retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application in retained earnings – referred to as the modified retrospective method. The method of adoption has not yet been determined and is not expected to be finalized until the second phase of the project plan has been completed.

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The company is the lessee under various agreements which are accounted for as operating leases. This amendment will be effective for the Company beginning with the year ending June 30, 2020, including interim periods within those fiscal years. Early application is permitted.

In June 2016, December 2019, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses2019-12, “Income Taxes (Topic 326).740): Simplifying the Accounting for Income Taxes.The new guidance introduces theASU 2019-12 is intended to simplify accounting for estimated credit losses pertainingincome taxes by removing certain exceptions to certain types of financial instruments, including but not limitedthe general principles in Topic 740 and amends existing guidance to trade and lease receivables.  This pronouncement will beimprove consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2019.  Early adoption2020 and interim periods within those fiscal years. The Company does not expect the changes to have a material impact on its financial statements.


ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This standard provides practical expedients for contract modifications with the transition from reference rates, such as LIBOR, that are expected to be discontinued. This guidance is permittedapplicable for the Company's revolving credit facility and secured term facility with JPMorgan Chase Bank, N.A., which uses LIBOR as a reference rate. In addition, the facility provides for an alternative rate of interest if LIBOR is discontinued. The Company will continue to evaluate ASU 2020-04 to determine the timing and extent to which we will apply the provided accounting relief.

ASU 2020-10, Codification Improvements

In October 2020, the FASB issued ASU 2020-10, “Codification Improvements.” The purpose of the ASU is to update a variety of ASC Topics to make conforming amendments, clarifications to guidance, simplifications to wording or structure of guidance, and other minor improvements. The ASU is effective for fiscal years beginning after December 15, 2018.

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments.”2020 with early application permitted. The new guidance makes eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. This pronouncement will be effective for the Company beginning with the year ending June 30, 2019, and interim periods within that fiscal year. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The new guidance requires adoption on a retrospective basis unless it is impracticable to apply, in which case the company would be required to apply the amendments prospectively as of the earliest date practicable.  Upon adoption, the Company does not anticipate significantexpect the changes to the Company's existing accounting policies or presentation of the Statement of Cash Flows. 

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805), Clarifying the Definition of a Business.”  ASU 2017-01 provides guidance in ascertaining whether a collection of assets and activities is considered a business.  Adoption of the amendment will be applied prospectively effective for annual periods beginning after December 15, 2017 with early adoption permissible for specific transactions. Adoption is not expected to have a material effectimpact on the Company’s consolidatedits financial statements.

In May 2017, the FASB issued ASU No. 2017-09, “Compensation – Stock Compensation (Topic 718), Scope of Modification Accounting.”  The standard provides guidance about which changes to the terms or conditions of a share-based payment award require modification accounting, which may result in a different fair value for the award.  This ASU is effective for annual periods and interim periods beginning after December 15, 2017, with early adoption permissible.  The guidance is required to be applied prospectively to awards modified on or after the effective date. Historically, modifications to our share-based payment awards have been  limited.  As such, we do not expect the application of this standard to have a material effect on our results of operations or financial position.

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3. ACQUISITION OF CANTALOUPE SYSTEMS, INC.

On November 9, 2017,LEASES


Lessee Accounting
The Company determines if an arrangement is a lease at inception. The Company has operating leases for office space, warehouses, automobiles and office equipment. The exercise of lease renewal options is at the Company acquired allCompany’s sole discretion. When deemed reasonably certain of exercise, the renewal options are included in the determination of the outstanding equity interestslease term. The Company’s lease agreements do not contain any material variable lease payments, material residual value guarantees or any material restrictive covenants.

Right-of-Use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date of Cantaloupe pursuantthe lease based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate, which is the collateralized rate of interest that we would pay to borrow over a similar term an amount equal to the Merger Agreement,lease payments, based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives received. The Company also has lease agreements with lease and non-lease components. The Company elected the practical expedient related to treating lease and non-lease components as a single lease component for approximately $85.0 million in aggregate consideration, net of cash acquired. Cantaloupe is a premier provider of cloud and mobile solutions for vending, micro markets, and office coffee service.

The acquisition expanded the Company’s existing platform to become an end-to-end enterprise platform integrating Cantaloupe’s Seed Cloud which provides cloud and mobile solutions for dynamic route scheduling, automated pre-kitting, responsive merchandising, inventory management, warehouse and accounting management,all leases as well as cashless vending. In additionelecting a policy exclusion permitting leases with an original lease term of less than one year to new technologybe excluded from the ROU assets and services, duelease liabilities. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.


At March 31, 2021, the Company has the following balances recorded in the balance sheet related to Cantaloupe’s existing customer base,its lease arrangements:
($ in thousands)Balance Sheet ClassificationAs of March 31, 2021As of June 30, 2020
Assets:Operating lease right-of-use assets$4,570 $5,603 
Liabilities:
CurrentAccrued expenses$1,139 $1,075 
Long-termOperating lease liabilities, non-current3,947 4,749 
Total lease liabilities$5,086 $5,824 

Components of lease cost are as follows:
($ in thousands)Three months ended March 31, 2021Three months ended March 31, 2020
Operating lease costs*471 515 
* Includes short-term lease and variable lease costs, which are not material.
($ in thousands)Nine months ended March 31, 2021Nine months ended March 31, 2020
Operating lease costs*1,535 1,970 
* Includes short-term lease and variable lease costs, which are not material.











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Supplemental cash flow information and non-cash activity related to our leases are as follows:

($ in thousands)Nine months ended March 31, 2021Nine months ended March 31, 2020
Supplemental cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities$1,155 $1,350 
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations:
Operating lease liabilities$$3,384 

Weighted-average remaining lease term and discount rate for our leases are as follows:
Nine months ended March 31, 2021
Weighted-average remaining lease term (years):
Operating leases4.56
Weighted-average discount rate:
Operating leases6.9 %

Maturities of lease liabilities by fiscal year for our leases are as follows:
($ in thousands)Operating
Leases
Remainder of 2021$360 
20221,460 
20231,492 
20241,029 
2025707 
Thereafter893 
Total lease payments$5,941 
Less: Imputed interest(855)
Present value of lease liabilities$5,086 

Lessor Accounting

The Company offers its customers financing for the acquisition expandslease of our point of sale ("POS") electronic payment devices. We account for these transactions as sales-type leases. Our sales-type leases generally have a non-cancellable term of 60 months. Certain leases contain an end-of-term purchase option that is generally insignificant and is reasonably certain to be exercised by the Company’s footprint into new global markets.

lessee. Leases that do not meet the criteria for sales-type lease accounting are accounted for as operating leases, which are typically our JumpStart program leases, which are agreements for renting POS electronic payment devices. JumpStart terms are typically 36 months and are cancellable with 30 to 60 days' written notice.


The preliminary fair valueCompany treats lease and non-lease components as a single component for those leases where the timing and pattern of transfer for the non-lease component and associated lease component are the same and the stand-alone lease component would be classified as an operating lease if accounted for separately. The combined component is then accounted for under Topic 606, Revenue from Contracts with Customers or Topic 842 depending on the predominant characteristic of the purchase pricecombined component, which was Topic 606 for the Company's operating leases. All QuickStart leases are sales-type and do not qualify for the election.

Lessor consideration consistedis allocated between lease components and the non-lease components using the requirements under Topic 606. Revenue from sales-type leases is recognized upon shipment to the customer and the interest portion is deferred and recognized as earned. The revenues related to the sales-type leases are included in Equipment sales in the Condensed
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Table of the following:

(1)

The Cash Consideration is subject to certain post-closing adjustments, including with respect to the Company’s net working capital, as set forth in the Merger Agreement.

(2)

Represents the stock consideration amount pursuant to the termsConsolidated Statements of Operations and conditions of the Merger Agreement equal to the 3,423,367 USAT Shares issued by the Company, multiplied by the fair market value per share of the USAT common stock, as determined by the Merger Agreement. Pursuant to an Escrow Agreement, 1,496,707 of the USAT Shares, with a value of $8.7 million as determined under the Merger Agreement, were not delivered to the former stockholders or warrant holders of Cantaloupe but are to be held in escrow for a minimum of fifteen months following the acquisition as partial security for certain indemnification obligations of the former stockholders and warrant holders of Cantaloupe under the Merger Agreement.

The Company financed a portion of the purchase pricelease payments as interest income. Revenue from operating leases is recognized ratably over the applicable service period with proceeds from a $25.0 million term loan (“Term Loan”)service fee revenue related to the leases included in License and $10.0 million of borrowings under a line of credit (“Revolving Credit Facility”), provided by JPMorgan Chase Bank, N.A., for an aggregate principal amount of $35.0 million.  Refer to Note 9 for additional details.

The acquisition of Cantaloupe was accounted for as a business combination using the acquisition method. Under the acquisition method of accounting, the assets acquired and liabilities assumedtransaction fees in the Condensed Consolidated Statements of Operations.


Property and equipment used for the operating lease rental program consisted of the following:
($ in thousands)March 31,
2021
June 30,
2020
Cost$30,483 32,445 
Accumulated depreciation(27,975)(27,745)
Net$2,508 $4,700 
The Company’s net investment in sales-type leases (carrying value of lease receivables) and the future minimum amounts to be collected on these lease receivables as of March 31, 2021 are disclosed within Note 5 - Finance Receivables.

4. REVENUE

Disaggregated Revenue

Based on similar operational and economic characteristics, the Company’s revenue from contracts with customers is disaggregated by License and transaction were recorded atfees and Equipment sales, as reported in the dateCompany’s Condensed Consolidated Statements of acquisition at their respective fair values using assumptions that are subject to change.Operations. The Company hasbelieves these revenue categories depict how the nature, amount, timing, and uncertainty of its revenue and cash flows are influenced by economic factors, and also represent the level at which management makes operating decisions and assesses financial performance.

Transaction Price Allocated to Future Performance Obligations

In determining the transaction price allocated to unsatisfied performance obligations, we do not finalized its valuationinclude non-recurring charges. Further, we apply the practical expedient to not consider arrangements with an original expected duration of certain assetsone year or less, which are primarily month-to-month rental agreements. The majority of our contracts have a contractual term of between 36 and liabilities recorded in connection with this transaction. Thus, the estimated measurements recorded to date are subject to change60 months based on implied and any changes will be recorded as adjustments to the fair value of those assets and liabilities and residualexplicit termination penalties. These amounts will be allocatedconverted into revenue in future periods as work is performed, primarily based on the services provided or at delivery and acceptance of products, depending on the applicable accounting method for the services or products being delivered.

The following table reflects the estimated fees to goodwill. The final valuation adjustments may also require adjustmentbe recognized in the future related to performance obligations that are unsatisfied at the consolidated statementsend of operations and cash flows. The final determination of these fair values will be completed as soon as possible but no later than one year from the acquisition date.

period:

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($ in thousands)As of March 31, 2021
Remainder of 2021$3,064 
202211,581 
20239,788 
20245,731 
2025 and thereafter3,460 
Total$33,624 













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Contract Liabilities


The following table summarizesCompany’s contract liability (i.e., deferred revenue) balances are as follows:
Three months ended March 31,Three months ended March 31,
($ in thousands)20212020
Deferred revenue, beginning of the period$1,648 $1,629 
Deferred revenue, end of the period1,670 1,621 
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period$97 $120 
Nine months ended March 31,Nine months ended March 31,
($ in thousands)20212020
Deferred revenue, beginning of the period$1,698 $1,681 
Deferred revenue, end of the period1,670 1,621 
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period$274 $467 

The change in the fair valuecontract liability balances period-over-period is primarily the result of total consideration transferredtiming difference between the Company’s satisfaction of a performance obligation and payment from the customer.

Contract Costs

At March 31, 2021, the Company had net capitalized costs to obtain contracts of $0.4 million included in Prepaid expenses and other current assets and $1.9 million included in Other noncurrent assets on the holdersCondensed Consolidated Balance Sheet. At June 30, 2020, the Company had net capitalized costs to obtain contracts of $0.4 million included in Prepaid expenses and other current assets and $1.8 million included in Other noncurrent assets on the Condensed Consolidated Balance Sheet. None of these capitalized contract costs were impaired. During the three and nine months ended March 31, 2021, amortization of capitalized contract costs was $0.2 million and $0.4 million. During the three and nine months ended March 31, 2020, amortization of capitalized contract costs was $0.1 million and $0.4 million.

5. FINANCE RECEIVABLES

The Company's finance receivables consist of financed devices under the QuickStart program and devices contractually associated with the Seed platform. Predominately all of the outstanding equity interestsCompany’s finance receivables agreements are classified as non-cancellable sixty-month sales-type leases. As of Cantaloupe at the acquisition date of November 9, 2017:

 

 

 

 

 

 

Cantaloupe

($ in thousands)

 

Systems, Inc.

Accounts receivable

 

$

3,232

Finance receivables, current portion

 

 

1,640

Inventory

 

 

782

Prepaid expense and other current assets

 

 

682

Finance receivables, less current portion

 

 

3,483

Other assets

 

 

50

Property and equipment

 

 

1,573

Intangibles

 

 

30,800

Goodwill

 

 

52,957

Total assets acquired

 

 

95,199

Accounts payable

 

 

(1,591)

Accrued expenses

 

 

(1,832)

Deferred revenue

 

 

(626)

Capital lease obligations and current obligations under long-term debt

 

 

(666)

Capital lease obligations and long-term debt, less current portion

 

 

(1,134)

Deferred income tax liabilities

 

 

(4,359)

Total net assets acquired

 

$

84,991

Amounts allocated to intangible assets included $18.9 million related to customer relationships, $10.3 million related to developed technology,March 31, 2021 and $1.6 million related to trade names. The fair valueJune 30, 2020, finance receivables consist of the acquired customer relationships was determined using the excess earnings method. The fair value of both the acquired developed technology and the acquired trade names was determined using the relieffollowing:

($ in thousands)March 31,
2021
June 30,
2020
Current finance receivables, net$7,050 $7,468 
Finance receivables due after one year, net11,123 11,213 
Total finance receivables, net of allowance of $909 and $150, respectively$18,173 $18,681 

We collect lease payments from royalty method. The estimated useful lifecustomers primarily as part of the acquired intangible assets rangedflow of funds from 6our transaction processing service. Balances are considered past due if customers do not have sufficient transaction revenue to 18 years, with a weighted average estimated useful life of 13 years. The related amortization will be recorded on a straight-line basis.

Goodwill of $53.0 million arising fromcover the acquisition includesmonthly lease payment by the expected synergies between Cantaloupe and the Company, the valueend of the employee workforce,monthly billing period. The Company routinely monitors customer payment performance and intangible assets that do not qualify for separate recognition atuses prior payment performance as a measure to assess the time of acquisition. The goodwill, which is not deductible for income tax purposes, was assigned to the Company’s only reporting unit. 

The amount of Cantaloupe revenues included in the Company’s Consolidated Statements of Operations for both the three and six months ended December 31, 2017 is $4.7 million. The amount of Cantaloupe earnings included in the Company’s Consolidated Statements of Operations for both the three and six months ended December 31, 2017 is $1.8 million, which was primarily driven by an income tax benefit of $1.7 million.

As a resultcapability of the acquisitioncustomer to repay contractual obligations of Cantaloupe, the Company incurred the following integration and acquisition costs and other one-time chargeslease agreements as scheduled. On an as-needed basis, qualitative information may be taken into consideration if new information arises related to the acquisition incustomer’s ability to repay the threelease.


Credit risk for these receivables is continuously monitored by management and six months ended December 31, 2017:

 

 

 

 

 

 

 

 

 

Three months ended

 

Six months ended

($ in thousands)

 

December 31, 2017

 

December 31, 2017

Cost of equipment

 

 

 

 

 

 

Acquired inventory fair market value step-up

 

$

23

 

$

23

Operating expenses

 

 

 

 

 

 

Integration and acquisition costs

 

 

3,335

 

 

4,097

Interest expense

 

 

 

 

 

 

Write-off of deferred financing costs

 

 

55

 

 

55

Total integration and acquisition-related costs

 

$

3,413

 

$

4,175

11


reflected within the allowance for finance receivables by aggregating leases with similar risk characteristics into pools that are collectively assessed. Because the Company’s lease contracts generally have similar terms, customer characteristics around transaction processing volume and sales were used to disaggregate the leases. Our key credit quality indicator is the amount of transaction revenue we process for

13

Table of Contents

Supplemental disclosureeach customer relative to their lease payment due, as we consider this customer characteristic to be the strongest predictor of pro forma information

the risk of customer default. Customers with low processing volume or with transaction sales that are insufficient to cover the lease payment are considered to be at a higher risk of customer default.


Customers are pooled based on their ratio of gross sales to required monthly lease obligations. We categorize outstanding receivables into two categories: high ratio customers (customers who have adequate transaction processing volumes to cover monthly fees) and low ratio customers (customers that do not consistently have adequate transaction processing volumes to cover monthly fees). Using these two categories, we performed an analysis of historical write-offs to calculate reserve percentages by aging buckets for each category of customer.

At March 31, 2021, the gross lease receivable by current payment performance on a contractual basis and year of origination consisted of the following:

Leases by Origination
($ in thousands)Up to 1 Year AgoBetween 1 and 2 Years AgoBetween 2 and 3 Years AgoBetween 3 and 4 Years AgoBetween 4 and 5 Years AgoMore than 5 Years AgoTotal
Current$4,353 $4,980 $5,257 $1,669 $1,381 $56 $17,696 
30 days and under14 31 84 17 152 
31-60 days25 89 113 41 273 
61-90 days30 78 128 
Greater than 90 days37 67 595 78 29 27 833 
Total finance receivables$4,437 $5,197 $6,127 $1,813 $1,421 $87 $19,082 

At June 30, 2020, the gross lease receivable by current payment performance on a contractual basis and year of origination consisted of the following:

Leases by Origination
($ in thousands)Up to 1 Year AgoBetween 1 and 2 Years AgoBetween 2 and 3 Years AgoBetween 3 and 4 Years AgoBetween 4 and 5 Years AgoMore than 5 Years AgoTotal
Current$4,950 $4,406 $4,811 $2,730 $555 $22 $17,474 
30 days and under40 66 121 28 11 267 
31-60 days13 15 13 41 
61-90 days10 44 62 19 138 
Greater than 90 days22 263 537 67 14 911 
Total finance receivables$5,035 $4,794 $5,544 $2,844 $583 $31 $18,831 

At March 31, 2021, credit quality indicators by year of origination consisted of the following:

Leases by Origination
($ in thousands)Up to 1 Year AgoBetween 1 and 2 Years AgoBetween 2 and 3 Years AgoBetween 3 and 4 Years AgoBetween 4 and 5 Years AgoMore than 5 Years AgoTotal
High ratio customers$4,095 $4,851 $5,102 $1,437 $1,294 $40 $16,819 
Low ratio customers342 346 1,025 376 127 47 2,263 
Total finance receivables$4,437 $5,197 $6,127 $1,813 $1,421 $87 $19,082 

The following supplemental unaudited pro forma information presentstable represents a rollforward of the combined resultsallowance for finance receivables for the nine months ending March 31, 2021 and 2020:
14

Table of USAT and Cantaloupe as if the acquisition of Cantaloupe occurredContents
Nine months ended March 31,Nine months ended March 31,
($ in thousands)20212020
Balance at June 30$150 $606 
Impact of adoption of ASC 326*409 — 
Provision for expected losses350 101 
Write-offs(5)
Balance at March 31$909 $702 
* The Company adopted ASC 326 on July 1, 2016.  This supplemental pro forma information has been prepared for comparative purposes and does not purport2020.

Cash to be indicative of what would have occurred had the acquisition been madecollected on July 1, 2016, nor are they indicative of any future results.

The pro forma results include adjustmentsour performing finance receivables due for the preliminary purchase accounting impacteach of the Cantaloupe acquisition (including, but not limited to, amortization associated withfiscal years are as follows:

($ in thousands)
2021$6,209 
20226,086 
20234,841 
20243,399 
20251,707 
Thereafter379 
Total amounts to be collected22,621 
Less: interest(3,539)
Less: allowance for receivables(909)
Total finance receivables$18,173 

6. LOSS PER SHARE

The calculation of basic and diluted loss per share are presented below:
Three months ended
March 31,
($ in thousands, except per share data)20212020
Numerator for basic and diluted loss per share
Net loss$(1,848)$(9,295)
Preferred dividends(334)(334)
Net loss applicable to common shareholders(2,182)(9,629)
Denominator for basic loss per share - Weighted average shares outstanding
67,112,511 64,096,778 
Effect of dilutive potential common shares
Denominator for diluted loss per share - Adjusted weighted average shares outstanding
67,112,511 64,096,778 
Basic loss per share$(0.03)$(0.15)
Diluted loss per share$(0.03)$(0.15)
15

Table of Contents
Nine months ended March 31,
($ in thousands, except per share data)20212020
Numerator for basic and diluted loss per share
Net loss$(11,363)$(29,181)
Preferred dividends(668)(668)
Net loss applicable to common shareholders(12,031)(29,849)
Denominator for basic loss per share - Weighted average shares outstanding
65,617,458 62,591,947 
Effect of dilutive potential common shares
Denominator for diluted loss per share - Adjusted weighted average shares outstanding
65,617,458 62,591,947 
Basic loss per share$(0.18)$(0.48)
Diluted loss per share$(0.18)$(0.48)

Anti-dilutive shares excluded from the acquired intangible assets, and the interest expense and amortizationcalculation of deferred financing fees associated with the Term Loan and Revolving Credit Facility thatdiluted loss per share were used to finance a portion of the purchase price, along with the related tax impacts) and the alignment of accounting policies. Other material non-recurring adjustments are reflected in the pro forma and described below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended December 31, 

 

Six months ended December 31, 

(In thousands, except per share data)

 

2017

 

2016

 

2017

 

2016

Revenues

 

$

34,772

 

$

27,521

 

$

67,642

 

$

54,704

Net loss attributable to USAT

 

 

(10,632)

 

 

(428)

 

 

(10,552)

 

 

(5,458)

Net loss attributable to USAT common shares

 

$

(10,632)

 

$

(428)

 

$

(10,886)

 

$

(5,792)

Net loss per share - basic and diluted

 

 

(0.20)

 

 

(0.01)

 

 

(0.20)

 

 

(0.11)

Weighted average number of common shares outstanding - basic and diluted

 

 

53,619,921

 

 

53,315,633

 

 

53,584,368

 

 

52,369,824

The supplemental unaudited pro forma earnings4,099,170 for the three and sixnine months ended DecemberMarch 31, 2017 were adjusted to exclude $3.3 million2021 and $4.1 million of integration and acquisition costs, respectively.

The supplemental unaudited pro forma earnings1,625,414 for the six months ended December 31, 2016 were adjusted to include $4.1 million of integration and acquisition costs. 

4. FINANCE RECEIVABLES

Finance receivables consist of the following:

 

 

 

 

 

 

 

   

 

December 31, 

 

June 30, 

($ in thousands)

    

2017

    

2017

Total finance receivables

 

$

16,732

 

$

19,617

Less current portion

 

 

5,517

 

 

11,010

Non-current portion of finance receivables

 

$

11,215

 

$

8,607

The Company accounts for their finance receivables using delinquency and nonaccrual data as key performance indicators.  The Company classified $407 thousand and $102 thousand as outstanding and nonperforming as of December 31, 2017 and June 30, 2017, respectively.  The Company expects to collect on their outstanding finance receivables, less any portion currently reserved, without the contracting of third parties.  At December 31, 2017 and June 30, 2017, credit quality indicators consisted of the following:

 

 

 

 

 

 

 

 

 

December 31, 

 

June 30, 

($ in thousands)

    

2017

    

2017

Performing

 

$

16,325

 

$

19,515

Nonperforming

 

 

407

 

 

102

Total

 

$

16,732

 

$

19,617

12


Age Analysis of Past Due Finance Receivables

As of December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30 and Under

 

31 – 60

 

61 – 90

 

Greater than

 

Total

 

 

 

Total

 

 

Days Past

 

Days Past

 

Days Past

 

90 Days Past

 

Non-

 

 

 

Finance

($ in thousands)

 

Due

 

Due

 

Due

 

Due

 

Performing

 

Performing

 

Receivables

QuickStart Leases

 

$

40

 

$

85

 

$

162

 

$

120

 

$

407

 

$

16,325

 

$

16,732

Age Analysis of Past Due Finance Receivables

As of June 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30 and Under

 

31 – 60

 

61 – 90

 

Greater than

 

Total

 

 

 

Total

 

 

Days Past

 

Days Past

 

Days Past

 

90 Days Past

 

Non-

 

 

 

Finance

($ in thousands)

 

Due

 

Due

 

Due

 

Due

 

Performing

 

Performing

 

Receivables

QuickStart Leases

 

$

29

 

$

 3

 

$

35

 

$

35

 

$

102

 

$

19,515

 

$

19,617

5. INVENTORY

Inventory, net of reserves, was $11.2 million and $4.6 million as of December 31, 2017 and June 30, 2017, respectively.  Inventory consists of finished goods. The Company's inventories are valued at the lower of cost or net realizable value.

The Company establishes allowances for obsolescence of inventory based upon quality considerations and assumptions about future demand and market conditions.

The fair value of Cantaloupe inventories acquired included a fair market value step-up of $23 thousand.  In the three and sixnine months ended DecemberMarch 31, 2017, the Company recognized the $23 thousand fair market value step-up as a component of cost of equipment, as the inventory acquired was sold to the Company’s customers. 

6. EARNINGS PER SHARE

The calculation of basic earnings per share (“EPS”) and diluted EPS are presented below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended December 31, 

 

 

2017

 

2016

 

 

Net Loss

 

Shares

 

Per-Share

 

Net Income

 

Shares

 

Per-Share

 

 

(Numerator)

 

(Denominator)

 

Amount

 

(Numerator)

 

(Denominator)

 

Amount

Net (loss) income from continuing operations

 

$

(12,516)

 

 

 

 

 

 

$

233

 

 

 

 

 

Less: Preferred stock dividends

 

 

 -

 

 

 

 

 

 

 

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic EPS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income available to common shareholders

 

 

(12,516)

 

52,150,106

 

$

(0.24)

 

 

233

 

40,308,934

 

$

0.01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of Dilutive Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incremental shares

 

 

 -

 

 -

(a)

 

 

 

 

 -

 

421,778

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income available to common shareholders plus assumed conversions

 

$

(12,516)

 

52,150,106

 

$

(0.24)

 

$

233

 

40,730,712

 

$

0.01

2020.

13



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended December 31, 

 

 

2017

 

2016

 

 

Net Loss

 

Shares

 

Per-Share

 

Net Loss

 

Shares

 

Per-Share

 

 

(Numerator)

 

(Denominator)

 

Amount

 

(Numerator)

 

(Denominator)

 

Amount

Net loss from continuing operations

 

$

(12,729)

 

 

 

 

 

 

$

(2,231)

 

 

 

 

 

Less: Preferred stock dividends

 

 

(334)

 

 

 

 

 

 

 

(334)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic EPS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss available to common shareholders

 

 

(13,063)

 

49,861,735

 

$

(0.26)

 

 

(2,565)

 

39,398,469

 

$

(0.07)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of Dilutive Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incremental shares

 

 

 -

 

 -

(a)

 

 

 

 

 -

 

 -

(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss available to common shareholders plus assumed conversions

 

$

(13,063)

 

49,861,735

 

$

(0.26)

 

$

(2,565)

 

39,398,469

 

$

(0.07)

a)

645,417,  581,621, and 851,407 shares were excluded for the three and six months ended December 31, 2017 and six months ended December 31, 2016, respectively, as the effects would be anti-dilutive.  

The changes in the average number of shares that were anti-dilutive in the three and six months ended December 31, 2017 compared to the same period last year, were due to warrants exercised in connection with our common stock during September 2016.

7. GOODWILL AND INTANGIBLES


Intangible asset balances and goodwill consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2017

 

 

 

 

 

 

Accumulated

 

 

 

Amortization

($ in thousands)

    

Gross

    

Amortization

    

Net

    

Period

Intangible assets:

 

 

 

 

 

 

 

 

 

 

 

Non-compete agreements

 

 

 2

 

 

(2)

 

 

 —

 

2 years

Brand and tradenames

 

 

1,695

 

 

(96)

 

 

1,599

 

3 - 7 years

Developed technology

 

 

10,939

 

 

(499)

 

 

10,440

 

5 - 6 years

Customer relationships

 

 

19,049

 

 

(178)

 

 

18,871

 

10 - 18 years

Total intangible assets

 

$

31,685

 

$

(775)

 

$

30,910

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

64,449

 

 

 —

 

 

64,449

 

Indefinite

 

 

 

 

 

 

 

 

 

 

 

 

Total intangible assets & goodwill

 

$

96,134

 

 

(775)

 

$

95,359

 

 

14

As of March 31, 2021
($ in thousands)GrossAccumulated
Amortization
NetAmortization
Period
Intangible assets:
Brand and tradenames$1,735 $(876)$859 3 - 7 years
Developed technology10,939 (6,461)4,478 5 - 6 years
Customer relationships19,049 (3,639)15,410 10 - 18 years
Total intangible assets$31,723 $(10,976)$20,747 
Goodwill63,945 — 63,945 Indefinite

As of June 30, 2020
($ in thousands)GrossAccumulated
Amortization
NetAmortization
Period
Intangible assets:
Brand and tradenames1,695 (699)996 3 - 7 years
Developed technology10,939 (5,110)5,829 5 - 6 years
Customer relationships19,049 (2,841)16,208 10 - 18 years
Total intangible assets$31,683 $(8,650)$23,033 
Goodwill63,945 — 63,945 Indefinite

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2017

 

 

 

 

 

 

Accumulated

 

 

 

Amortization

($ in thousands)

    

Gross

    

Amortization

    

Net

    

Period

Intangible assets:

 

 

 

 

 

 

 

 

 

 

 

Non-compete agreements

 

 

 2

 

 

(2)

 

 

 —

 

2 years

Brand

 

 

95

 

 

(48)

 

 

47

 

3 years

Developed technology

 

 

639

 

 

(191)

 

 

448

 

5 years

Customer relationships

 

 

149

 

 

(22)

 

 

127

 

10 years

Total intangible assets

 

$

885

 

$

(263)

 

$

622

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

11,492

 

 

 —

 

 

11,492

 

Indefinite

 

 

 

 

 

 

 

 

 

 

 

 

Total intangible assets & goodwill

 

$

12,377

 

 

(263)

 

$

12,114

 

 

For the three and sixnine months ended DecemberMarch 31, 2017,2021 and 2020, there was $472 thousand$0.8 million and $516 thousand$2.4 million in amortization expense related to intangible assets, respectively, as compared tothat was recognized. 


The Company performs an annual goodwill impairment test on April 1 and more frequently if events and circumstances indicate that the asset might be impaired. The Company has determined that there is a single reporting unit for purposes of testing goodwill for impairment. During the three and sixnine months ended March 31, 2021, the Company did not recognize any impairment charges related to goodwill.

16

Table of Contents
8. DEBT AND OTHER FINANCING ARRANGEMENTS

The Company's debt and other financing arrangements as of March 31, 2021 and June 30, 2020 consisted of the following:
As of March 31,As of June 30,
($ in thousands)20212020
2020 Antara Term Facility$$15,000 
2021 JPMorgan Credit Facility14,625 
PPP and other loans3,180 3,358 
Less: unamortized issuance costs and debt discount(261)(2,595)
Total17,544 15,763 
Less: debt and other financing arrangements, current(3,746)(3,328)
Debt and other financing arrangements, noncurrent$13,798 $12,435 

Details of interest expense presented on the Condensed Consolidated Statements of Operations are as follows:
Three months endedNine months ended
March 31,March 31,
($ in thousands)2021202020212020
2020 Antara Term Facility$$542 $2,779 $921 
2021 JPMorgan Credit Facility301 776 
2018 JPMorgan Revolving Credit Facility303 
2018 JPMorgan Term Loan160 
Other(213)141 415 597 
Total interest expense$88 $683 $3,970 $1,981 

JPMorgan Chase Bank Credit Agreement

On August 14, 2020, the Company repaid all amounts outstanding under the $30.0 million senior secured term loan facility (“2020 Antara Term Facility”) with Antara Capital Master Fund LP (“Antara”) and entered into a credit agreement (the “2021 JPMorgan Credit Agreement”) with JPMorgan Chase Bank, N.A (“JPMorgan”).

The 2021 JPMorgan Credit Agreement provides for a $5 million secured revolving credit facility (the “2021 JPMorgan Revolving Facility”) and a $15 million secured term facility (the “2021 JPMorgan Secured Term Facility” and together with the 2021 JPMorgan Revolving Facility, the “2021 JPMorgan Credit Facility”), which includes an uncommitted expansion feature that allows the Company to increase the total revolving commitments and/or add new tranches of term loans in an aggregate amount not to exceed $5 million. In connection with the consummation of the 2021 JPMorgan Credit Agreement, the Company repaid all amounts outstanding under the 2020 Antara Term Facility. The Company recognized $2.8 million of interest expense related to the 2020 Antara Term Facility during the fiscal quarter ended September 30, 2020, including the recognition of $2.6 million of unamortized issuance costs and debt discount as interest expense, reflecting the difference between the carrying value of the 2020 Antara Term Facility and the amount due upon repayment.

The 2021 JPMorgan Credit Facility has a three year maturity, with interest determined, at the Company’s option, on a base rate of LIBOR or Prime Rate plus an applicable spread tied to the Company’s total leverage ratio and having ranges between 2.75% and 3.75% for Prime rate loans and between 3.75% and 4.75% for LIBOR rate loans. In the event of default, the interest rate may be increased by 2.00%. The 2021 JPMorgan Credit Facility will also carry a commitment fee of 0.50% per annum on the unused portion. From August 14, 2020 through March 2, 2021, the applicable interest rate was Prime Rate plus 3.75%. On March 2, 2021, the Company entered into an amendment (the “First Amendment”) to the 2021 JPMorgan Credit Facility lowering the interest rate charged to the Company. In conjunction with the First Amendment, the Company elected to convert its loans to a Eurodollar borrowing which is subject to a LIBOR based interest rate. As of March 31, 2021, the applicable interest rate for the 2021 JPMorgan Secured Term Facility is a base rate of 0.75% and a spread of 4.25% for a total applicable interest rate of 5%.

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Principal payments are due in quarterly installments of $187,500 beginning December 31, 2020 through September 30, 2022 for a total annual repayment of $750,000 and total repayment over the period of $1,500,000. Beginning December 31, 2022 through June 30, 2023, principal payments are due in quarterly installments of $375,000 for a total repayment over the period of $1,125,000. The remaining unpaid principal amounts are due at the maturity date of the 2021 JPMorgan Credit Facility.

The Company’s obligations under the 2021 JPMorgan Credit Facility are secured by first priority security interests in substantially all of the assets of the Company. The 2021 JPMorgan Credit Agreement includes customary representations, warranties and covenants, and acceleration, indemnity and events of default provisions, including a financial covenant requiring the Company to maintain an adjusted quick ratio of not less than 2.75 to 1.00 beginning January 1, 2021 not less than 3.00 to 1.00 beginning April 1, 2021, and a financial covenant requiring the Company to maintain, as of the end of each of its fiscal quarters commencing with the fiscal quarter ended December 31, 2016, for which there2021, a total leverage ratio of not greater than 3.00 to 1.00. The Company was $43 thousand and $87 thousand in amortization expense related to intangible assets, respectively.

8.  LINE OF CREDIT

During the fiscal year ended June 30, 2016,compliance with its financial covenants as of March 31, 2021.


Term Facility with Antara

On October 9, 2019, the Company entered into a Loan and Security Agreement and other ancillary documents (as amended,commitment letter with Antara, pursuant to which Antara committed to extend to the “Heritage Loan Documents”) with Heritage Bank of Commerce (“Heritage Bank”), providing forCompany a $30.0 million senior secured asset-based revolving line of credit in an amount of up to $12.0 million (the “Heritage Line of Credit”) at an interest rate calculated based on the Federal Reserves’ Prime plus 2.25%. The Heritage Line of Credit and the Company’s obligations under the Heritage Loan Documents were secured by substantially all of the Company’s assets, including its intellectual property.

During March 2017,term loan facility. On October 31, 2019, the Company entered into a Financing Agreement with Antara to draw $15.0 million on the third amendment with Heritage Bank that extended2020 Antara Term Facility and agreed to draw an additional $15.0 million at any time between July 31, 2020 and April 30, 2021, subject to the maturity dateterms of the Heritage LineFinancing Agreement. If the Company failed to make the subsequent draw on the 2020 Antara Term Facility by April 30, 2021, the Company would pay Antara a commitment termination fee equal to 3% of the subsequent draw commitment. The outstanding amount of the draws under the 2020 Antara Term Facility bore interest at 9.75% per annum, payable monthly in arrears. The proceeds of the initial draw were used to repay the outstanding balance of the 2018 JPMorgan Revolving Credit from March 29, 2017Facility (as defined below) due to JPMorgan in the amount of $10.1 million, including accrued interest, and to pay transaction expenses. The Company would also incur a prepayment premium of 5% of the principal balance if prepaid on or prior to December 31, 2020.


On October 9, 2019, the Company also sold shares of the Company’s common stock to Antara at a price below market value. Since the 2020 Antara Term Facility and equity issuance were negotiated in contemplation of each other and executed within a short period of time, the Company evaluated the debt and equity financing as a combined arrangement, and estimated the fair values of the debt and equity components to allocate the proceeds, net of the registration rights agreement liability on a relative fair value basis between the debt and equity components. The non-lender fees incurred to establish the debt and equity financing arrangement were allocated to the debt and equity components on a relative fair value basis and capitalized on the Company’s balance sheet, of which $0.9 million was allocated to debt issuance costs and $0.1 million was allocated to debt commitment fees. The 2020 Antara Term Facility agreement also contained a mandatory prepayment feature that was determined to be an embedded derivative, requiring bifurcation and fair value recognition for the derivative liability. The allocation of the proceeds to the debt component and the bifurcation of the embedded derivative liability resulted in a $2.1 million debt discount, which was de-recognized during the three months ended September 30, 2018.

2020.


On November 9, 2017,August 14, 2020, the Company paidrepaid all amounts due in respect of principal, interest, and fees, and satisfied all of its obligationsoutstanding under the Loan2020 Antara Term Facility and Security Agreement dated as of March 29, 2016, as amended, and ancillary agreements by and betweenentered into the Company and Heritage Bank of Commerce.2021 JPMorgan Credit Agreement. The Company recorded a charge of $55 thousand to write-off any remaining deferred financing costs related to the Heritage Line of Credit to interest expenseliability for the threecommitment termination fee and sixprepayment premium for $1.2 million as of June 30, 2020, which was paid during the three months ended December 31, 2017.  Pursuant to such payment, all commitments of Heritage Bank of Commerce were terminated, and the Heritage Loan and Security Agreement was terminated.  As such, there was no outstanding balance on the Heritage Line of Credit at December 31, 2017.

9. DEBT

September 30, 2020.


Revolving Credit Facility and Term Loan

with JPMorgan


On November 9, 2017, in connection with thean acquisition, of Cantaloupe, the Company entered into a five year credit agreement among the Company, as the borrower, its subsidiaries, as guarantors, and JPMorgan, Chase Bank, N.A., as the lender and administrative agent for the lender, (the “Lender”), pursuant to which the LenderJPMorgan (i) made a $25 million term loan (“2018 JPMorgan Term LoanLoan”) to the Company and (ii) provided the Company with thea line of credit (“2018 JPMorgan Revolving Credit FacilityFacility”) under which the Company may borrow revolving credit loans in an aggregate principal amount not to exceed $12.5 million at any time.

The proceeds of the Term Loan and borrowingsAll advances under the Revolving Credit Facility, in an aggregate principal amount equal to $35.0 million, were used by the Company to finance a portion of the purchase price for the acquisition of Cantaloupe ($27.8 million) and repay existing indebtedness to Heritage Bank of Commerce ($7.2 million).  Future borrowings under the Revolving Credit Facility may be used by the Company for working capital and general corporate purposes of the Company and its subsidiaries.  The principal amount of the Term Loan is payable quarterly beginning on December 31, 2017, and the Term Loan, all advances under the2018 JPMorgan Revolving Credit Facility and all other obligations mustwere required to be paid in full at maturity on November 9, 2022.

15


Loans under the five year credit agreement bear interest, at the Company's option, by reference to a base rate or a rate based on LIBOR, in either case, plus an applicable margin determined quarterly based on the Company's Total Leverage Ratio as of the last day of each fiscal quarter. The applicable interest rate on the loans for the three and six monthsyear to date ended DecemberOctober 31, 2017 is2019 was LIBOR plus 4%. TheOn September 30, 2019, the Company prepaid the remaining principal balance of the 2018 JPMorgan Term Loan, and on October 31, 2019, the Company repaid the outstanding balance on the 2018 JPMorgan Revolving Credit Facility contain customary representationsFacility.


Other Borrowings

In the fourth quarter of fiscal year 2020, we received loan proceeds of approximately $3.1 million (the “PPP Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and warranties and affirmative and negative covenants and requireEconomic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration (the “SBA”). We used the PPP Loan in accordance with the provisions
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of the CARES Act. The loan bears a fixed interest rate of 1% over a two-year term from the approval date of April 28, 2020. The application for these funds required the Company to, maintainin good faith, certify that the economic uncertainty caused by COVID-19 made the loan request necessary to support the ongoing operations of the Company. This certification further required the Company to take into account our current business activity and our ability to access other sources of liquidity sufficient to support ongoing operations in a minimum quarterly Total Leverage Ratiomanner that is not significantly detrimental to the business. The receipt of these funds, and Fixed Charge Coverage Ratio.

the forgiveness of the loan attendant to these funds, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on our future adherence to the forgiveness criteria. As of DecemberMarch 31, 2017,2021, the outstanding balancesCompany has filed the application for loan forgiveness with the lending institution through which the PPP Loan was originated.

9. ACCRUED EXPENSES
Accrued expenses consisted of the following as of March 31, 2021 and June 30, 2020:
As of March 31,As of June 30,
($ in thousands)20212020
Accrued sales tax$20,571 $20,036 
Accrued compensation and related sales commissions4,203 2,757 
Operating lease liabilities, current1,139 1,075 
Accrued professional fees1,424 924 
Income taxes payable165 123 
Accrued other taxes and filing fees386 220 
Accrued other, including settlement of shareholder class action lawsuit788 5,130 
Total accrued expenses$28,676 $30,265 

10. FAIR VALUE MEASUREMENTS

The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received in the sale of an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: 

Level 1 ‑ Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 ‑ Inputs are other than quoted prices included within Level 1 that are observable for the Revolving Creditasset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 ‑ Inputs are unobservable and reflect the Company’s assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available.

Financial assets and liabilities are initially recorded at fair value. The carrying amounts of certain of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable and accrued expenses, are carried at cost which approximates fair value due to the short-term maturity of these instruments and are Level 1 assets or liabilities of the fair value hierarchy. We have not identified material impacts from COVID-19 on the fair value of our financial assets and liabilities.

The Company’s obligations under its long-term debt agreements are carried at amortized cost, which approximates their fair value as of March 31, 2021. The fair value of the Company’s obligations under its long-term debt agreements with JPMorgan were considered Level 2 liabilities of the fair value hierarchy because these instruments have interest rates that reset frequently. The fair value of the Company's obligations under its long-term debt agreements with Antara as of June 30, 2020 was
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approximately $15.8 million and considered a Level 3 liability of the fair value hierarchy because this instrument used significant unobservable inputs consistent with those used in determining the embedded derivative liability values, as discussed below.

As discussed in Note 8, the Company’s 2020 Antara Term Facility agreement contained a mandatory prepayment feature that was determined to be an embedded derivative, requiring bifurcation and fair value recognition. For the year ended June 30, 2020, the Company’s embedded derivative liability was measured at fair value using a probability-weighted discounted cash flow model including assumptions for (1) management's estimates of the probability and timing of future cash flows and related events; (2) the Company's risk-adjusted discount rate that includes a company-specific risk premium; and (3) the Company's cost of debt; and was classified as a Level 3 liability of the fair value hierarchy and included as a component of Accrued expenses on the consolidated balance sheets as of June 30, 2020. The Company paid the prepayment premium on the 2020 Antara Term Facility and derecognized the Term Loanembedded derivative liability during the three months ended September 30, 2020.

11. INCOME TAXES

On December 21, 2020, Congress approved the Consolidated Appropriations Act, 2021 (the “Appropriations Act”), which was signed into law by the President on December 27, 2020. The Appropriations Act funds the federal government to the end of the fiscal year and provides further COVID-19 economic relief. Some of the business provisions included in the Appropriations Act are additional Paycheck Protection Program ("PPP") loans, clarification of the deductibility of business expenses that were $10.0 millionpaid for with PPP funds, expansion of the employee retention credit, and $24.6 million, respectively.

Other Long-Term Borrowings

temporary full deduction for business expenses for food and beverages provided by a restaurant. The Appropriations Act did not have a material impact on the Company’s income taxes. The Company periodically enters into capital lease obligationswill continue to finance network servers, computers, office furnituremonitor for additional legislation related to COVID-19 and equipment related support for use in its dailyimpact on our results of operations. During


For the sixthree months ended DecemberMarch 31, 2017,2021, the Company recorded an income tax provision of $44 thousand. For the nine months ended March 31, 2021, the Company recorded an income tax provision of $133 thousand. As of March 31, 2021, the Company reviewed the existing deferred tax assets and continues to record a full valuation against its deferred tax assets.  The income tax provisions primarily relate to the Company's uncertain tax positions, as well as state income and franchise taxes. As of March 31, 2021, the Company had a total unrecognized income tax benefit of $0.2 million. The provision is based upon actual loss before income taxes for the nine months ended March 31, 2021, as the use of an estimated annual effective income tax rate does not provide a reliable estimate of the income tax provision. The Company will continue to monitor the status of the COVID-19 pandemic and its impact on our results of operations.

For the three months ended March 31, 2020, the Company recorded an income tax benefit of $85 thousand. For the nine months ended March 31, 2020, an income tax provision of $46 thousand was recorded. As of March 31, 2020, the Company recorded a full valuation against its deferred tax assets. The income tax provision primarily relates to the Company’s uncertain tax positions, as well as state income and franchise taxes. As of March 31, 2020, the Company had a total unrecognized income tax benefit of $0.2 million. The provision is based upon actual loss before income taxes for the nine months ended March 31, 2020, as the use of an estimated annual effective income tax rate does not provide a reliable estimate of the income tax provision.

12. EQUITY

PRIVATE PLACEMENT

On February 24, 2021, the Company entered into capital lease obligations totaling $227 thousand, comprisedseparate subscription agreements in identical form and substance (the “Subscription Agreements”) with institutional accredited investors (the “Purchasers”) relating to a private placement (the “Private Placement”) with respect to the sale of monthly installmentsan aggregate of $7 thousand due within three years.  The value of the acquired equipment is included in property and equipment and depreciated accordingly.

In connection with the acquisition of Cantaloupe, the Company assumed debt of $1.8 million.  At December 31, 2017, the debt is comprised of $550 thousand of promissory notes bearing an interest rate of a 5% and maturing on April 5, 2020 with principal and interest payments due monthly, $830 thousand of promissory notes bearing an interest rate of 10% and maturing on September 30, 2021 with principal and interest payments due quarterly, and $356 thousand of promissory notes bearing an interest rate of 12% and maturing on December 15, 2019 with principal and interest payments due quarterly.

10. FAIR VALUE OF FINANCIAL INSTRUMENTS

As of December 31, 2017, the Company held no level 1, level 2, or level 3 financial instruments.

As of June 30, 2016, 2.2 million warrants with a fair value of $3.7 million comprised the Company’s Level 3 financial instruments. The Level 3 financial instruments consisted of common stock warrants issued by the Company in March 2011 to purchase5,730,000 shares of the Company’s common stock. The Level 3 financial instruments included features requiring liability treatmentPrivate Placement closed on March 4, 2021 and the Company received aggregate gross proceeds of approximately $55 million based on the offering price of $9.60 per share (the “Purchase Price”). The Company incurred $2.6 million in direct and incremental issuance costs relating to the Private Placement that were accounted as a reduction in the proceeds of the warrants,stock. The syndicate for the Private Placement included affiliates of Hudson Executive Capital LP (“Hudson Executive”), a greater than 10% shareholder and a related party of the Company. Affiliates of Hudson Executive purchased 975,000 of the shares sold in the Private Placement for the same purchase price and on the same terms as the other purchasers.

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Pursuant to the Subscription Agreements, the Company agreed to file a registration statement with the fair value of the common stock based on valuations performed by an independent third-party valuation firm. The fair value was determined using proprietary valuation models using the quality of the underlying securities of the warrants, restrictions on the warrants and security underlying the warrants, time restrictions and precedent sale transactions completed in the secondary market or in other private transactions. During the three months ended September 30, 2016, all of the aforementioned warrants were exercised resulting in a $5.2 million reclassification to Common Stock and the net difference of $1.5 million was recorded as a loss on fair value associated with the warrant liability. 

11. INCOME TAXES

On December 22, 2017, the “Tax Cuts and Jobs Act” (the “Act”) was signed into law. Substantially all of the provisions of the Act are effective for taxable years beginning after December 31, 2017. The Act includes significant changes to the Internal Revenue Code of 1986 (as amended, the “Code”), including amendments which significantly change the taxation of individuals, and business entities. The Act contains numerous provisions impacting the Company, the most significant of which reduces the Federal corporate statutory tax rate from 34% to 21%.

The staff of the USU.S. Securities and Exchange Commission (“SEC”) has recognizedcovering the complexity of reflecting the impactsresale of the Act,Shares within 45 days following the date of the Subscription Agreements and to cause the registration statement to become effective within 60 days following the filing deadline. On April 5, 2021, the Company filed the registration statement with the U.S. Securities and Exchange Commission and, on December 22, 2017 issued guidance in Staff Accounting Bulletin 118 (“SAB 118”), which clarifies accounting for income taxes under ASC 740 if information is not yet available or complete and provides for up to a one year period in which to completeApril 14, 2021, the required analyses and accounting (the measurement period). SAB 118 describes three scenarios (or “buckets”) associated with a company’s status of accounting for income tax reform: (1) a company is complete with its accounting for certain effects of tax reform, (2) a company is able to determine a reasonable estimate for certain effects of tax reform and records that estimate as a provisional amount, or (3) a company is not able to determine a reasonable estimate and therefore continues to apply ASC 740, based on the provisions of the tax laws that were in effect immediately prior to the Act being enacted.

registration statement was declared effective.

16



WARRANTS

The various provisions under the Act deemed most relevant to the Company have been considered in preparation of its financial statementshad 23,978 warrants outstanding as of December 31, 2017. To the extent that clarifications or interpretations materialize in the future that would impact upon the effects of the Act incorporated into the December 31, 2017 financial statements, those effects will be reflected in the future as or if they materialize. 

For the three2020 and six months ended December 31, 2017, the Company recorded income tax provisions of $9,073 thousand and $8,605 thousand, respectively, (substantially all deferred income taxes) which include a charge of $6,592 thousand related to the Act. These provisions are based upon income (loss) before income taxes using an estimated negative annual effective income tax rate of 49.20%,  which is primarily driven by the impact of permanent differences.  The tax rate reduction related to the Act was treated as a discrete item in the tax provisions for the three and six months ended December 31, 2017. 

The accounting for deferred income taxes in the acquisition of Cantaloupe did not consider the potential effects of IRS Code Section 382 relating to the limitation on use of operating loss carryforwards created by Cantaloupe for its changes in ownership because the analysis required for such determination has not yet been completed. If upon completion of such analysis there are limitations on the use of operating loss carryforwards created by Cantaloupe totaling approximately $13,271 thousand, the potential effect would be to record a valuation allowance in the opening balance sheet, as well as a tax benefit to reverse the provision recorded during the three months ended December 31, 2017 related to the rate reduction of the deferred tax assets acquired.

For the three and six months ended December 31, 2016, income tax benefits of $0 and $115 thousand, respectively, (substantially all deferred income taxes) were recorded. The benefits are based upon income (loss) before income taxes using an estimated annual effective income tax rate of 30% for the fiscal year ended June 30, 2017. However, such benefits actually calculated have been limited to $115 thousand pending the materialization2020, all of additional income before income taxes resulting inwhich were exercisable at $5.00 per share and with an increaseexpiration date of $30 thousand in valuation allowances for the calculated additional benefits. The benefits for the six months ended December 31, 2016 were reduced by a provision for the tax effect of the change in the fair value of warrant liabilities which was treated discretely. All of thoseMarch 29, 2021. These warrants were exercised asin March 2021 and 12,154 shares were issued pursuant to a cashless exercise option election made by the holder.


As of September 30, 2016.

12. EQUITY

On July 25, 2017,March 31, 2021, the Company closed its underwritten public offering of 9,583,332 shares of its common stock at a public offering price of $4.50 per share. The foregoing included the full exercise of the underwriters' option to purchase 1,249,999 additional shares from the Company. The gross proceeds to the Company from the offering, before deducting underwriting discounts and commissions and other offering expenses, was approximately $43.1 million.

On November 6, 2017, the Company entered into a Merger Agreement with Cantaloupe for cash and 3,423,367 shares of the company’s stock valued at $19.8 million. Refer to Footnote 3 for details on the Merger Agreement.

does 0t have any warrants outstanding.

17



WARRANTS

During the three and six months ended December 31, 2017, no warrants were exercised as compared to the three and six months ended December 31, 2016 where 2.4 million warrants were exercised at $2.6058 per share, yielding proceeds of $6.2 million. The following table summarizes warrant activity for the three and six months ended December 31, 2017 and 2016:

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Six months ended

 

 

December 31, 

 

December 31, 

 

    

2017

    

2016

 

2017

    

2016

Beginning balance

 

23,978

 

68,978

 

23,978

 

2,445,653

Issued

 

 —

 

 —

 

 —

 

 —

Exercised

 

 —

 

(24,733)

 

 —

 

(2,401,408)

Expired

 

 —

 

 —

 

 —

 

 —

Cancelled

 

 —

 

(20,267)

 

 —

 

(20,267)

Ending balance

 

23,978

 

23,978

 

23,978

 

23,978

STOCK OPTIONS


The Company estimates the grant date fair value of the stock options with service conditions (i.e., a condition that requires an employee to render services to the Company for a stated period of time to vest) it grants using a Black-Scholes valuation model. The Company’s assumption for expected volatility is based on its historical volatility data related to market trading of its own common stock. The Company bases its assumptions foruses the simplified method to determine expected term, as the Company does not have adequate historical exercise and forfeiture behavior on which to base the expected life of the new stock option grants on the life of the option granted, and if relevant, its analysis of the historical exercise patterns of its stock options.assumption. The dividend yield assumption is based on dividends expected to be paid over the expected life of the stock option. The risk-free interest rate assumption is determined by using the U.S. Treasury rates of the same period as the expected option term of each stock option.

In July 2017, 135,000 stock options were granted for 11 employees vesting 1/3 on July 26, 2018, 1/3 on July 26, 2019 and 1/3 on July 26, 2020 expiring if not exercised prior to July 26, 2022. The options are intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended.

In August 2017, the Company awarded stock options to its Chief Executive Officer (CEO) and Chief Financial Officer (CFO) to purchase up to 19,047 and 25,000 shares respectively of common stock at an exercise price of $5.25 per share. The CEO options vest on August 16, 2018, expiring if not exercised prior to August 16, 2024.  The CFO options vest 1/3 on August 16, 2018, 1/3 on August 16, 2019 and 1/3 on August 16, 2020, expiring if not exercised prior to August 16, 2024. The CEO options are intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended, and the CFO options are non-qualified stock options. 


The fair value of all options granted during the sixnine months ended DecemberMarch 31, 20172021 and 20162020 was determined using the following weighted average assumptions:

assumptions and includes only options with an established grant date under ASC 718:

 

 

 

 

 

Six months ended

 

December 31, 

Nine months ended March 31,

 

2017

 

2016

20212020

Expected volatility (percent)

 

 

50.21 - 50.89

 

50.00
Expected volatility (percent)76.2% - 77.3%74.6% - 90.1%

Expected life (years)

 

 

4.0 - 4.5

 

4.0

Expected dividends

 

 

 —

 

 —

Weighted average expected life (years)Weighted average expected life (years)4.53.5 - 4.5
Dividend yield (percent)Dividend yield (percent)0.0 %0.0 %

Risk-free interest rate (percent)

 

 

1.64 - 1.72

 

1.06
Risk-free interest rate (percent)0.2% - 0.4%1.4% - 1.6%

Number of options granted

 

 

179,047

 

20,080

Number of options granted660,000 340,760 

Weighted average exercise price

 

$

5.66

 

$

4.98

Weighted average exercise price$8.03 $6.85 

Weighted average grant date fair value

 

$

2.42

 

$

1.98

Weighted average grant date fair value$4.72 $6.84 


Stock based compensation related to all stock options with an established grant date for the sixthree and nine months ended March 31, 2021 was $1.3 million and $3.8 million, respectively, and for the three and nine months ended March 31, 2020 was $0.1 million
and $1.5 million, respectively.

Performance based awards

The Company has awarded stock options to certain executives which vest each year over a three to four year period. These stock options are also subject to the achievement of performance goals to be established by the Company's Board for each fiscal year. Because the performance conditions of those stock options granted had not yet been established as of December 31, 20172020, a measurement date under ASC 718, Compensation - Stock Compensation, had not yet been established for those stock options and 2016compensation cost was $276 thousandnot measured and $95 thousand, respectively. 

recorded.

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TableOn January 27, 2021, the Compensation Committee of Contents

COMMON STOCK

On July 1, 2017, $90 thousandthe Board of Directors established the performance metrics as a price target for the trading price of the Company’s common stock grants were awarded toin each non-employee Director based onapplicable fiscal year. The price target is achieved if the average closing price of the Company’s Common Stockcommon stock during any consecutive 30-trading-day period during the applicable fiscal year meets or exceeds: (i) $10.50 in the case of fiscal year 2021; (ii) $13.50 in the case of fiscal year 2022; (iii) $16.50 in the case of fiscal year 2023; and (iv) $19.50 in the case of fiscal year 2024. If at least 80% of the performance goals for an applicable fiscal year are achieved, the Compensation Committee may determine that the portion of the option eligible to vest based on June 8, 2017 (the date for which the stock grants were initially approved), for a total of 98,184 shares. The sharessuch fiscal year’s performance will vest ratably on a monthly basis overprorated basis. In so determining, the twoCompensation Committee will consider the Company’s

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performance relative to its market competitors and any other considerations deemed relevant by the Compensation Committee. The Compensation Committee’s guideline is generally that for every percentage point the achieved price falls below the price target, the percentage of the performance options eligible to vest in respect of the applicable fiscal year should be reduced by 2%, but the Compensation Committee may vary this formula in its sole discretion.

For these performance based awards that provide discretion to the Compensation Committee, a mutual understanding of the key terms and conditions between the Company and the employees have not yet been met and a "Grant Date" as defined in ASC Topic 718 Compensation — Stock Compensation, has not been established. When the service period following July 1, 2017.begins prior to the grant date, the Company begins recognizing compensation cost before there is a grant date. The Company estimates the award's fair value at each reporting period for these equity classified awards, until the grant date, utilizing a Monte Carlo simulation valuation model. The total expense recognized for the three and nine months ended March 31, 2021 for these grantsawards was $0.8 million.

COMMON STOCK AWARDS

Two employees of Hudson Executive, a greater than 10% shareholder and a related party of the Company, entered into consulting agreements with the Company in August and September of 2020, respectively, under which the consultants are to provide financial and strategic analysis and advisory services to the Company's CEO through July 31, 2021. As consideration for the six months ending December 31, 2017 was $315 thousand.

Duringservices, in March 2021 the sixconsultants were granted a total of 80,000 restricted stock units. The total expense recognized for the three and nine months ended DecemberMarch 31, 2017,2021 for these agreements was $0.8 million. These restricted stock units had fully vested as of March 31, 2021.


There were no significant new common stock awards granted (excluding the consulting agreements described separately above) during the three and nine months ended March 31, 2021. The total expense recognized (excluding the consulting agreements described separately above) for common stock awards for the three and nine months ended March 31, 2021 was $0.3 million and $0.9 million respectively, and for the three and nine months ended March 31, 2020 was $0.4 million and 0.9 million respectively.

13. COMMITMENTS AND CONTINGENCIES

LITIGATION

We are a party to litigation and other proceedings that arise in the ordinary course of our business. These types of matters could result in fines, penalties, compensatory or treble damages or non-monetary sanctions or relief. In accordance with the accounting guidance for contingencies, we reserve for litigation claims and assessments asserted or threatened against us when a loss is probable and the amount of the loss can be reasonably estimated. We cannot predict the outcome of legal or other proceedings with certainty.

Eastern District of Pennsylvania Consolidated Shareholder Class Actions

As previously reported, on September 11, 2018, Stéphane Gouet filed a putative class action complaint against the Company, awarded an aggregate of 177,363 shares to itsStephen P. Herbert, the then-current Chief Executive Officer, and Priyanka Singh, the then-current Chief Financial Officer, and Chief Services Officer underin the United States District Court for the District of New Jersey. The class was defined as purchasers of the Company’s securities from November 9, 2017 through September 11, 2018. The complaint alleged that the Company disclosed on September 11, 2018 that it was unable to timely file its Annual Report on Form 10-K for the fiscal year 2017 long term stock incentive plan and an aggregate of 6,007 shares to two non-employee Directors in satisfaction of board fees.

LONG TERM INCENTIVE PLANS

The Board approved the Fiscal Year 2018 Long-Term Stock Incentive Plan (the “2018 LTI Stock Plan”) which provides that executive officers would be awarded shares of common stock of the Company in the event that certain metrics relating to the Company’s 2018 fiscal year would result in specified ranges of year-over-year percentage growth.  The metrics are total number of connections as ofended June 30, 2018 (the “2018 Form 10-K”), and that the Audit Committee of the Company’s Board of Directors was in the process of conducting an internal investigation of current and prior period matters relating to certain of the Company’s contractual arrangements, including the accounting treatment, financial reporting and internal controls related to such arrangements. The complaint alleged that the defendants disseminated false statements and failed to disclose material facts, and engaged in practices that operated as compared to total numbera fraud or deceit upon Gouet and others similarly situated in connection with their purchases of connections as of June 30, 2017 (40% weighting) and adjusted EBITDA earnedthe Company’s securities during the 2018 fiscal year as compared to the adjusted EBITDA earned during the 2017 fiscal year (60% weighting).  If noneproposed class period. The complaint alleged violations of Sections 10(b) and 20(a) of the minimum threshold year-over-year percentage target goals are achieved,Securities Exchange Act of 1934 (the “1934 Act”) and Rule 10b-5 promulgated thereunder.


Two additional class action complaints, containing substantially the executive officers would notsame factual allegations and legal claims, were filed against the Company, Herbert and Singh in the United States District Court for the District of New Jersey. On September 13, 2018, David Gray filed a putative class action complaint, and on October 3, 2018, Anthony E. Phillips filed a putative class action complaint. Subsequently, multiple shareholders moved to be awarded any shares.  If all ofappointed lead plaintiff, and on December 19, 2018, the year-over-year percentage target goals are achieved,Court consolidated the executive officers would be awarded shares having the following value: Chief Executive Officer - $840,000  (160% of base salary), Chief Financial Officer -  $300,000  (100% of base salary), Chief Services Officer - $275,000  (100% of base salary)three actions, appointed a lead plaintiff (the “Lead Plaintiff”), and Chief Product Officer - $280,000  (100% of base salary and subject to pro ration).  If all ofappointed lead counsel for the maximum distinguished year over year percentage target goals are achieved, the executive officers would be awarded shares having the following value: Chief Executive Officer -  $1,260,000  (240% of base salary), Chief Financial Officer - $450,000  (150% of base salary), Chief Services Officer -  $412,500  (150% of base salary), and Chief Product Officer - $420,000  (150% of base salary and subject to pro ration)consolidated actions (the “Consolidated Action”).  Assuming the minimum threshold year-over-year percentage target goal would be achieved for a particular metric, the number of shares to be awarded for that metric would be determined on a pro rata basis, provided that the award would not exceed the maximum distinguished award for that metric.  The shares awarded under the 2018 LTI Stock Plan would vest as follows: one-third at the time of issuance; one-third on June 30, 2019; and one-third on June 30, 2020.

The Company had long-term stock incentive plans (“LTI”) in prior fiscal years for its then executive officers. Stock based compensation related to the LTI plans was as follows in the three and six months ended December 31, 2017 and 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Six months ended

 

 

December 31, 

 

December 31, 

($ in thousands, except per share data)

    

2017

    

2016

    

2017

    

2016

FY18 LTI Plan

 

$

273

 

$

 —

 

$

489

 

$

 —

FY17 LTI Plan

 

 

64

 

 

85

 

 

128

 

 

155

FY16 LTI Plan

 

 

 9

 

 

23

 

 

19

 

 

50

FY15 LTI Plan

 

 

 —

 

 

 3

 

 

 —

 

 

 3

Total

 

$

346

 

$

111

 

$

636

 

$

208

13. COMMITMENTS AND CONTINGENCIES

During the current fiscal year, the Company expanded the leased space for its headquarters in Malvern, Pennsylvania to a total of 23,138 square feet. The company’s monthly base rent now is approximately $47 thousand with a lease expiration date of November 30, 2023.

Through the Cantaloupe acquisition, the Company absorbed a noncancelable operating lease pertaining to Cantaloupe’s headquarters based in San Francisco, California.  The leased premise consists of approximately 8,400 square feet and calls for rental payments of approximately $46 thousand due each month through its January 31, 2020 expiration date.   

19


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From time

On February 28, 2019, the Court approved a Stipulation agreed to time,by the parties in the Consolidated Action for the filing of an amended complaint within fourteen days after the Company is involvedfiled its 2018 Form 10-K. On January 22, 2019, the Company and Herbert filed a motion to transfer the Consolidated Action to the United States District Court for the Eastern District of Pennsylvania. On February 5, 2019, the Lead Plaintiff filed its opposition to the Motion to Transfer.  On August 12, 2019, the University of Puerto Rico Retirement System (“UPR”) filed a putative class action complaint in various legal proceedings arising during the normal courseUnited States District Court for the District of business.  InNew Jersey against the opinionCompany, Herbert, Singh, the Company’s Directors at the relevant time (Steven D. Barnhart, Joel Books, Robert L. Metzger, Albin F. Moschner, William J. Reilly and William J. Schoch) (the “Independent Directors”), and the investment banking firms who acted as underwriters for the May 2018 follow-on public offering of the Company (the “Public Offering”): William Blair & Company; LLC; Craig-Hallum Capital Group, LLC; Northland Securities, Inc.; and Barrington Research Associates, Inc. (the “Underwriters”). The class was defined as purchasers of the Company’s management, these proceedings will not have a material adverse effectshares pursuant to the registration statement and prospectus issued in connection with the Public Offering. Plaintiff sought to recover damages caused by Defendants’ alleged violations of the Securities Act of 1933 (as amended, the “1933 Act”), and specifically Sections 11, 12 and 15 thereof. The complaint generally sought compensatory damages, rescissory damages and attorneys’ fees and costs. The UPR complaint was consolidated into the Consolidated Action and the UPR docket was closed.

On September 30, 2019, the Court granted the motion to transfer and transferred the Consolidated Action to the United States District Court for the Eastern District of Pennsylvania, Docket No. 19-cv-04565. On November 20, 2019, Plaintiff filed an amended complaint that asserted claims under both the 1933 Act and the 1934 Act.  Defendants filed motions to dismiss on February 3, 2020. Before briefing on the motions was completed, the parties participated in a private mediation on February 27, 2020, which ultimately resulted in a settlement. On May 29, 2020, the plaintiffs filed documents with the Court seeking preliminary approval of the settlement, with the defendants supporting approval of the settlement. On June 9, 2020, the Court granted preliminary approval of the settlement and issued a scheduling order for further action on the settlement. The settlement provides for a payment of $15.3 million that includes all administrative costs and plaintiffs’ attorneys’ fees and expenses. The Company’s insurance carriers paid approximately $12.7 million towards the settlement and the Company paid approximately $2.6 million towards the settlement. The settlement payments were deposited into an escrow account in July 2020. Only one putative class member submitted an objection to the settlement. On October 30, 2020, the Court held a hearing on the motion for final settlement approval and granted approval. Under the settlement, payment of plaintiffs’ counsel’s fees and expenses may be distributed within three business days of approval (subject to being returned if the settlement is reversed based on any appeal). Thirty days after the judgment, the remaining funds from the escrow account were released to the plaintiffs pursuant to the settlement. The deadline for filing an appeal has passed, so this case has been fully and finally resolved.

Chester County, Pennsylvania Class Action

As previously reported, a putative shareholder class action complaint was filed against the Company, its chief executive officer and chief financial position, resultsofficer at the relevant time, its directors at the relevant time, and the Underwriters, in the Court of operationsCommon Pleas, Chester County, Pennsylvania, Docket No. 2019-04821-MJ (the “State Securities Class Action”). The complaint alleged violations of the 1933 Act. As also previously reported, on September 20, 2019 the Court granted the defendants’ Petition for Stay and stayed the Chester County action until the Consolidated Action reaches a final disposition. On October 18, 2019, plaintiff filed an appeal to the Pennsylvania Superior Court from the Order granting defendants’ Petition for Stay, Docket No. 3100 EDA 2019. On December 6, 2019, the Pennsylvania Superior Court issued an Order stating that the Stay Order does not appear to be final or cash flows.

14. SUBSEQUENT EVENTS

otherwise appealable and directed plaintiff to show cause as to the basis of the Pennsylvania Superior Court’s jurisdiction. The plaintiff filed a Response to the Order to Show Cause on December 16, 2019, and the defendants filed an Application to Quash Appeal on December 26, 2019. On February 20, 2020, the Pennsylvania Superior Court quashed the appeal. This action has remained stayed pending final disposition of the Consolidated Action. After the final resolution of the Consolidated Action plaintiffs' counsel agreed that the State Securities Class Action could not proceed in light of the releases provided by the final judgment in the federal action. On February 17, 2021, the parties filed a joint motion seeking approval from the Court to allow plaintiff to discontinue the State Securities Class Action with prejudice. On March 10, 2021, the Court held a hearing on the motion and granted the relief requested. On March 19, 2021, plaintiff filed a praecipe to discontinue and end the action. This case has been fully and finally resolved.


Department of Justice Subpoena

As previously reported, in the third quarter of fiscal year 2020, the Company responded to a subpoena received from the U.S. Department of Justice that sought records regarding Company activities that occurred during prior financial reporting periods, including restatements. The Company is cooperating fully with the agency’s queries.



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Other Shareholder Demand Letters

By letter dated October 12, 2018, Peter D’Arcy, a purported shareholder of the Company, demanded that the Board of Directors investigate, remedy and commence proceedings against certain of the Company’s former officers and directors for breach of fiduciary duties. The letter alleged the officers and directors made false and misleading statements that failed to disclose that the Company’s accounting treatment, financial reporting and internal controls related to certain of the Company’s contractual agreements would result in an internal investigation and would delay the Company’s filing of its 2018 Form 10-K, and that the Company failed to maintain adequate internal controls. By letter dated October 18, 2018, Chiu Jen-Ting, a purported shareholder of the Company, demanded that the Board of Directors investigate, remedy and commence proceedings against certain of the Company’s former officers and directors for breach of fiduciary duties in connection with issues similar to those asserted by Mr. D’Arcy. By letter dated August 2, 2019, Stan Emanuel, a purported shareholder of the Company, demanded that the Board of Directors investigate, remedy and commence proceedings against certain of the Company’s former officers and directors for breach of fiduciary duties in connection with issues similar to those asserted by Mr. D’Arcy. In accordance with Pennsylvania law, the Board of Directors formed a special litigation committee (the “SLC”), currently consisting of Lisa P. Baird, Douglas L. Braunstein and Michael K. Passilla, in order to, among other things, investigate and evaluate the demand letters. The SLC and its counsel investigated the matters raised in these letters. During the second fiscal quarter of 2021, the Company reached a settlement in principle with these shareholders. The settlement consists of a payment of $500,000 in attorneys' fees to the shareholders’ counsel and adoption of various corporate governance reforms.

On February 16, 2021, the Court of Common Pleas of Chester County, Pennsylvania entered an order preliminarily approving the settlement and providing for notice to shareholders of the Company. As contemplated by the settlement agreement and ordered by the Court in the preliminary approval order, the Company gave notice to shareholders of the action (as filed in our Current Report on Form 8-K filed with the SEC on February 17, 2021), their right and timing to assert objections, and of the release of claims that would be effectuated if the settlement was finally approved. The Company also delivered the attorneys’ fees under the agreement to plaintiffs’ counsel to be held in escrow pending final approval of the settlement.

On March 25, 2021, the Court, having received no objections, granted the motion for final approval and entered final judgment. This case has been fully and finally resolved.

LEASES

The Company has evaluated subsequent events that occurred through the dateentered into various operating lease obligations. See Note 3 for additional information.
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Table of the filing of this Form 10-Q.  No significant events occurred subsequent to the balance sheet date and prior to the filing date of this Form 10-Q that would have a material impact on the Consolidated Financial Statements.

Contents

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


Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the condensed consolidated financial statements.

Forward-Looking Statements


This Form 10-Q contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, the anticipated financial and operating results of Cantaloupe, Inc. (“Cantaloupe” or the Company.“Company”). For this purpose, forward-looking statements are any statements contained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate,” “could,” “should,” “would,” “likely,” “may,” “will,” “plan,” “intend,” “believes,” “expects,” “anticipates,” “projected,” or similar expressions. Those statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and was derived using numerous assumptions. Important factors that could cause the Company’s actual results to differ materially from those projected include, for example:

·

general economic, market or business conditions unrelated to our operating performance;

·

the ability of the Company to raise funds in the future through sales of securities or debt financing in order to sustain its operations if an unexpected or unusual event would occur;

·

the ability of the Company to compete with its competitors to obtain market share;

·

whether the Company’s current or future customers purchase, lease, rent or utilize ePort devices or our other products in the future at levels currently anticipated by our Company;

·

whether the Company’s customers continue to utilize the Company’s transaction processing and related services, as our customer agreements are generally cancelable by the customer on thirty to sixty days’ notice;

·

the ability of the Company to satisfy its trade obligations included in accounts payable and accrued expenses;

·

the ability of the Company to sell to third party lenders all or a portion of our finance receivables;

·

the ability of a sufficient number of our customers to utilize third party financing companies under our QuickStart program in order to improve our net cash used by operating activities;

·

the incurrence by us of any unanticipated or unusual non-operating expenses which would require us to divert our cash resources from achieving our business plan;

·

the ability of the Company to predict or estimate its future quarterly or annual revenues and expenses given the developing and unpredictable market for its products;

·

the ability of the Company to retain key customers from whom a significant portion of its revenues are derived;

·

the ability of a key customer to reduce or delay purchasing products from the Company;

·

the ability of the Company to obtain widespread commercial acceptance of its products and service offerings such as ePort QuickConnect, mobile payment and loyalty programs;

20

general economic, market or business conditions unrelated to our operating performance, including the impact of the coronavirus disease 2019 (COVID-19) pandemic on the Company's operations, financial condition, and the demand for the Company’s products and services;

failure to comply with the financial covenants of our credit agreement with JPMorgan Chase Bank, N.A. entered into on August 14, 2020, as amended;
the ability of the Company to raise funds in the future through sales of securities or debt financing in order to sustain its operations in the normal course of business or if an unexpected or unusual event would occur;
the ability of the Company to compete with its competitors to obtain market share;
whether the Company’s current or future customers purchase, lease, rent or utilize ePort devices, Seed’s software solutions or our other products in the future at levels currently anticipated by our Company;
whether the Company’s customers continue to utilize the Company’s transaction processing and related services, as our customer agreements are generally cancellable by the customer on thirty to sixty days’ notice;
the ability of the Company to satisfy its trade obligations included in accounts payable and accrued expenses;
the incurrence by us of any unanticipated or unusual non-operating expenses which would require us to divert our cash resources from achieving our business plan;
the ability of the Company to retain key customers from whom a significant portion of its revenue is derived;
the ability of a key customer to reduce or delay purchasing products from the Company;
the ability of the Company to obtain widespread commercial acceptance of its products and service offerings such as ePort QuickConnect, mobile payment and loyalty programs;
whether any patents issued to the Company will provide the Company with any competitive advantages or adequate protection for its products, or would be challenged, invalidated or circumvented by others;
the ability of the Company to operate without infringing the intellectual property rights of others;
the ability of the Company to maintain the resilience of our electronic platforms, soundness of our business continuity and disaster recovery plans and to avoid unauthorized hacking or credit card fraud;
whether we will experience material weaknesses in our internal controls over financial reporting in the future, and are not able to accurately or timely report our financial condition or results of operations;
whether our suppliers would increase their prices, reduce their output or change their terms of sale; and
the risks associated with the currently pending investigation, potential litigation or possible regulatory action arising from the internal investigation conducted by the Audit Committee in fiscal year 2019 and its findings (the “2019 Investigation”), from the failure to timely file our periodic reports with the Securities and Exchange Commission, from the restatement of the affected financial statements, from allegations related to the registration statement for the follow-on public offering, or from potential litigation from the subpoena the Company received from the U.S. Department of Justice.

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·

whether any patents issued to the Company will provide the Company with any competitive advantages or adequate protection for its products, or would be challenged, invalidated or circumvented by others;

·

the ability of the Company to operate without infringing the intellectual property rights of others;

·

the ability of our products and services to avoid unauthorized hacking or credit card fraud;

·

whether we experience material weaknesses in our internal controls over financial reporting in the future, and are not able to accurately or timely report our financial condition or results of operations;

·

whether our suppliers would increase their prices, reduce their output or change their terms of sale; and

·

our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes may be impaired.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Actual results or business conditions may differ materially from those projected or suggested in forward-looking statements as a result of various factors including, but not limited to, those described above.above, or those discussed under Item 1A. “Risk Factors” in our Quarterly Reports on Form 10-Q for the fiscal quarters ended September 30, 2020 and December 31, 2020 and in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020 (“2020 Form 10-K”). We cannot assure you that we have identified all the factors that create uncertainties. Moreover, new risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. Readers should not place undue reliance on forward-looking statements.


Any forward-looking statement made by us in this Form 10-Q speaks only as of the date of this Form 10-Q.  Unless required by law, we undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.


OVERVIEW OF THE COMPANY


On March 29, 2021, USA Technologies, Inc. was incorporated infiled Articles of Amendment to its Amended and Restated Articles of Incorporation with the CommonwealthPennsylvania Department of Pennsylvania in January 1992. We areState to effect a providerchange of technology-enabledthe Company’s name from “USA Technologies, Inc.” to “Cantaloupe, Inc.,” effective as of April 15, 2021. On April 19, 2021, the Company’s common stock, no par value per share (the “Common Stock”), began trading on the NASDAQ Global Select Market under the ticker symbol “CTLP” and the Company’s Series A Convertible Preferred Stock, no par value per share, began trading on the OTC Markets’ Pink Open Market under the trading symbol, “CTLPP”.

Cantaloupe, Inc. (“Cantaloupe” or the “Company”) is a software and payments company that provides end-to-end technology solutions for the unattended retail market. Cantaloupe is transforming the unattended retail community by offering one integrated solution for payments processing, logistics, and value-added services that facilitate electronic payment transactions andback-office management. The Company’s enterprise-wide platform is designed to increase consumer engagement services primarily withinand sales revenue through digital payments, digital advertising and customer loyalty programs, while providing retailers with control and visibility over their operations and inventory. As a result, customers ranging from vending machine companies to operators of micro-markets, gas and car charging stations, laundromats, metered parking terminals, kiosks, amusements and more, can run their businesses more proactively, predictably, and competitively.

We have evolved from unlocking the potential of cashless payments in vending to transforming into the first platform as a service (PaaS) to power unattended retail operations, from hardware to software for a variety of brands. Today, the unattended Point of Sale (“POS”) market. We areretail experience is constantly expanding into new markets and enables brands and merchants to work in new ways. Cantaloupe’s mission is to deliver the best operational and payments platform for unattended retail that is quick to implement, easy to integrate, flexible to operate, and provides valuable, real-time customer insights and a leading provider inrapid return on investment. The Company’s PaaS is transforming the small ticket, beverageunattended retail community by offering one cohesive, integrated solution for payments processing, logistics, and food vending industryback-office management. It is intended to increase consumer engagement and are expanding our solutionssales revenue through contactless payments, digital advertising and services to other unattended market segments, such as amusement, commercial laundry, kiosk and others. Since our founding, we have designed and marketed systems and solutions that facilitate electronic payment options, as well as telemetry Internet of Things (“IoT”) and machine-to-machine (“M2M”) services, which include the ability to remotely monitor,customer loyalty programs, while providing retailers with control and report on the results of distributed assets containing our electronic payment solutions. Historically, these distributed assets have relied on cash for payment in the form of coins or bills, whereas, our systems allow them to accept cashless payments such as through the use of credit or debit cards or other emerging contactless forms, such as mobile payment.

visibility over their operations and inventory.


The recent acquisition of Cantaloupe expanded the Company’s existing platform to become an end-to-end enterprise platform integrating Cantaloupe’s Seed Cloud which provides cloud and mobile solutions for dynamic route scheduling, automated pre-kitting, responsive merchandising, inventory management, warehouse and accounting management, as well as cashless vending. The combined companies complete the value chain for customers by providing both top-line revenue generating services as well as bottom line business efficiency services to help operators of unattended retail machines run their business better.  The combination also marries the data-rich Seed system with USAT’s consumer benefits, providing operators with valuable consumer data that results in customized experiences.  In addition to new technology and services, due to Cantaloupe’s existing customer base, the acquisition expands the Company’s footprint into new global markets.

Company's fiscal year ends June 30. The Company generates revenue in multiple ways. During the three and sixnine months ended DecemberMarch 31, 2017,2021, we derived 70.3%approximately 81% and 73.6%86%, respectively of our revenuesrevenue from recurring license and transaction fees related to our ePort Connect service or Seed Cloud solution and 29.7%approximately 19% and 26.4%14%, respectively, of our revenue from equipment sales, respectively.  Connections tosales. Active Devices on our service stem from theinclude point of sale or lease of our POS("POS") electronic payment devices, or certified payment software, or the servicing of similar third-party installed POS terminals. Connections toDevices utilizing the ePort Connect service or Seed Cloud solution are the most

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significant driverdrivers of the Company’s revenues,revenue, particularly the recurring revenuesrevenue from license and transaction fees. Customers can obtain POS electronic payment devices from us in the following ways:

·

Purchasing devices directly from the Company or one of its authorized resellers;

Purchasing devices directly from the Company or one of its authorized resellers;

·

Financing devices under the Company’s QuickStart Program, which are non-cancellable sixty month sales-type leases, through an unrelated equipment financing company, if available, or directly from the Company; and

Financing devices under the Company’s QuickStart Program, which are non-cancellable sixty-month sales-type leases, through an unrelated equipment financing company, if available, or directly from the Company; and

·

Renting devices under the Company’s JumpStart Program or Cantaloupe’s rental program, which are cancellable month-to-month operating leases.

Renting devices under the Company’s JumpStart Program, which are cancellable month-to-month operating leases.


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As of DecemberMarch 31, 2017,2021, highlights of the Company include:

are below:

·

Over 150 employees, primarily located in our corporate headquarters in Malvern, Pennsylvania and a newly acquired Cantaloupe office location in San Francisco, California. 

18,763 Active Customers and 1.1 million Active Devices to our service;

·

Over 15,000 customers and 900,000 connections to our services, including approximately 1,400 customers and 270,000 connections related to the acquisition of Cantaloupe;

Three direct sales teams at the national, regional, and local customer-level and a growing number of original equipment manufacturers and national distribution partners;

·

Three direct sales teams at the national, regional, and local customer-level and a growing number of OEMs and national distribution partners;

Awarded a patent by the United States Patent and Trademark Office (USPTO), titled “Method and System of Personal Vending”;

·

85 United States and foreign patents are in force;

Raised $55 million of aggregate gross proceeds from institutional accredited investors through a private placement transaction;

·

The Company’s fiscal year ends June 30th; and

Continued strong progress towards achieving completion of the rebrand of the Company from USA Technologies to Cantaloupe;

·

The Company has traded on the NASDAQ under the symbol “USAT” since 2007.

Continued promotional upgrade program for 2G and 3G devices to 4G LTE;

Upgraded and expanded the ePort product family to accept EMV contact and contactless payments;
Launched next generation of Seed Cashless+;
Announced eCommerce integration for office coffee service ("OCS") and Delivery Services; and
Released UR Tech Insiders podcast with Discover on the importance of EMV acceptance in the self-service market.
As of March 31, 2021, we have over 160 employees and offices in Malvern, Pennsylvania, Denver, Colorado, and Atlanta, Georgia.

COVID-19 Update

The coronavirus (COVID-19) was first identified in China in December 2019, and subsequently declared a global pandemic in March 2020 by the World Health Organization. COVID-19 containment measures began in parts of the United States in March 2020 resulting in forced closure of non-essential businesses and social distancing protocols. As a result, COVID-19 has impacted our business, significantly reducing foot traffic to distributed assets containing our electronic payment solutions and reducing discretionary spending by consumers. The Company has net deferred taxdid not observe meaningful reductions in processing volume until middle of March 2020, when average daily processing volume decreased approximately 40%. By middle of April 2020, processing volumes began to recover and have improved through March 2021 and we are now approaching pre-pandemic levels of volumes. Continued COVID-19 recurrences could result in further reductions in foot traffic to distributed assets containing our electronic payment solutions and reduced discretionary spending by consumers.

In response to the outbreak and business disruption, first and foremost, we prioritized the health and safety of our employees while continuing to diligently serve our customers. An internal task force was created at the start of the pandemic to develop measures to protect the business in light of the volatility and uncertainty caused by the COVID-19 pandemic. This included such aspects as ensuring the safety of our employees and our community by implementing work from home policies, conserving liquidity, evaluating cost saving actions, partnering with customers to position Cantaloupe for renewed growth post crisis, and temporarily pausing plans for international expansion. The liquidity conservation and cost savings initiatives included: a 20% salary reduction for the senior leadership team through December 2020; deferral of all cash-based director fees until calendar year 2021; a temporary furlough of approximately $14.8 million predominantly resulting10% of our employee base; negotiations with and concessions from a seriesvendors in regard to cost reductions and/or payment deferrals; an increased collection effort to reduce outstanding accounts receivables; and various supply chain/inventory improvements. During the summer of operating loss carry forwards that may be available2020 as restrictions lifted, our offices were opened with strict guidelines for social distancing and with adherence to offset future taxable income.

CRITICAL ACCOUNTING POLICIES

Our consolidated financial statementsstate and local mandates. All of our furloughed employees returned to work by June 26, 2020. Most of our employees continue to work remotely as of March 31, 2021. To date, our supply chain network has not been significantly disrupted and we are prepared applying certain critical accounting policies. The Securities and Exchange Commission (“SEC”) defines “critical accounting policies” as those that require application of management’s most difficult, subjective, or complex judgments. Critical accounting policies require numerous estimates and strategic or economic assumptions that may prove inaccurate or subject to variations and may significantly affect our reported results and financial positioncontinuously monitoring for the periodimpact from COVID-19. In addition, the Company received loan proceeds from the Paycheck Protection Program in the fourth quarter of fiscal year 2020. See Note 8 for additional information.


We continue to monitor the continuously evolving situation and follow guidance from federal, state and local public health authorities. Given the continued uncertainty of the situation, the Company cannot, at this time, reasonably estimate the longer-
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term repercussions of COVID-19 on our financial condition, results of operations or cash flows in the future. If the pandemic is not substantially contained in the near future, periods. Changes in underlying factors, assumptions, or estimates in any of these areas couldCOVID-19 may have a material adverse impact on our future financial conditionrevenue growth as well as our overall profitability in fiscal year 2021, and resultsmay lead to higher sales-related, inventory-related, and operating reserves. As of operations. OurMarch 31, 2021, we have evaluated the potential impact of the COVID-19 outbreak on our financial statements, are prepared in accordance with U.S. GAAP, and they conform to general practices in our industry. We apply critical accounting policies consistently from period to period and intend that any change in methodology occur in an appropriate manner. Accounting policies currently deemed critical are listed below:

Revenue Recognition

Revenue from the sale or QuickStart lease of equipment is recognized on the terms of free-on-board shipping point. Activation fee revenue, if applicable, is recognized when the Company’s cashless payment device is initially activated for use on the Company network. Transaction processing revenue is recognized upon the usage of the Company’s cashless payment and control network. License fees for accessincluding, but not limited to, the Company’s devicesimpairment of goodwill and network services are recognized on a monthly basis. In all cases, revenue is only recognized when persuasive evidenceintangible assets, impairment of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed and determinable, and collection of the resulting receivable is reasonably assured. The Company estimates an allowance for product returns at the date of sale and license and transaction fee refunds on a monthly basis.

ePort hardware is available to customers under the QuickStart program pursuant to which the customer would enter into a five-year non-cancelable lease with either the Company or a third-party financing company for the devices. The Company utilizes its best estimate of selling price when calculating the revenue to be recorded under these leases. The QuickStart

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contracts qualify for sales type lease accounting. Accordingly, the Company recognizes a portion of lease payments as interest income. At the end of the lease period, the customer would have the option to purchase the device at its residual value.

Long Lived Assets

In accordance with ASC 360, “Impairment or Disposal of Long-Lived Assets”, the Company reviews its definite lived long-lived assets whenever events or changes in circumstances indicate that the carrying amount of suchincluding operating lease right-of-use assets, may not be recoverable. If the carrying amount of an asset or group of assets exceeds its net realizable value, the asset will be written down to its fair value. In the period when the plan of sale criteria of ASC 360 are met, definite lived long-lived assets are reported as held for sale, depreciationproperty and amortization cease,equipment and the assets are reported at the lower of carrying value or fair value less costs to sell.

Goodwill and Intangible Assets

Goodwill represents the excess of cost over fair value of the net assets purchased in acquisitions. The Company accounts for goodwill in accordance with ASC 350, “Intangibles – Goodwill and Other”. Under ASC 350, goodwill is not amortized to earnings, but instead is subject to periodic testing for impairment.  Testing for impairment is to be done at least annually and at other times if events or circumstances arise that indicate that impairment may have occurred.

Company intangible assets include non-compete agreements, brand, developed technology, and customer relationships.  They are carried at cost less accumulated amortization, which is calculated on a straight-line basis over their estimated economic life. The Company reviews intangibles, subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Allowance for Doubtful Accounts

The Company maintains an allowance for doubtful accounts for estimated losses resulting fromaccounts and finance receivables. We have concluded that there are no material impairments as a result of our evaluation. Where applicable, we have incorporated judgments and estimates of the inabilityexpected impact of its customers to make required payments, including from a shortfallCOVID-19 in the customer transaction fund flow from which the Company would normally collect amounts due.

The allowance is determined through an analysis of various factors including the agingpreparation of the accounts receivable, the strength of the relationship with the customer, the capacity of the customer transaction fund flow to satisfy the amount due from the customer, an assessment of collection costsfinancial statements based on information currently available. These judgments and other factors. The allowance for doubtful accounts receivableestimates may change, as new events develop and additional information is management’s best estimate as of the respective reporting date. The Company writes off accounts receivable against the allowance when management determines the balance is uncollectibleobtained, and the Company ceases collection efforts. Management believes that the allowance recorded is adequate to provide for its estimated credit losses.

Valuation Allowance

The Company follows the provisions of FASB ASC 740, Accounting for Uncertainty in Income Taxes, which provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positionsare recognized in the consolidated financial statements. Tax positions must meet a “more-likely-than-not” recognition threshold atstatements as soon as they become known.


FINANCIAL HIGHLIGHTS

The following tables summarize our results of operations and significant changes in our financial performance for the effective date to be recognized upon the adoption of ASC 740 and in subsequent periods.

Income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carryforwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent that, based on available evidence, it is more likely than not such benefits will be realized. The Company recognizes interest and penalties, if any, related to uncertain tax positions in selling, general and administrative expenses. No interest or penalties related to uncertain tax positions were accrued or incurred during the three and six months ended December 31, 2017 and 2016.

Recent Accounting Pronouncements

See Note 2 to the interim Consolidated Financial Statements for a description of recent accounting pronouncements. 

periods presented:

23



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TRENDING
Financial Summary
Three months ended March 31,Percent
Change
($ in thousands, except per share data)20212020
Revenue$42,760 $43,098 (0.8)%
Cost of sales30,056 32,100 (6.4)%
Gross profit12,704 10,998 15.5 %
Operating expenses14,722 21,176 (30.5)%
Operating loss(2,018)(10,178)(80.2)%
Other expense, net214 798 (73.2)%
Provision for income taxes(44)85 (151.8)%
Net loss(1,848)(9,295)(80.1)%
Net loss per common share - diluted(0.03)(0.15)(80.0)%
Adjusted EBITDA (a)
$2,191 $(3,876)156.5 %

(a)    Adjusted EBITDA is a non-GAAP measurement. See Reconciliations of Non-GAAP Measures for a reconciliation of Adjusted EBITDA to net loss.

Revenue. Total revenue decreased slightly by $0.3 million for the three months ended March 31, 2021 compared to the same period in 2020. The level of revenue earned between our various product and services revenue streams (License and transaction fees and Equipment sales) continue to be consistent across the same periods in both years and we are approaching pre-pandemic (COVID-19) levels of processing volumes as of March 31, 2021 as businesses, schools and other organizations across the country continue to re-open.

Cost of sales. Cost of sales decreased $2.0 million for the three months ended March 31, 2021 compared to the same period in 2020. The change was driven primarily by a $1.8 million decrease in cost of license and transaction fees due to a decrease in network service fees and lower transaction volumes. See “Revenue and Gross Profit” below for a discussion on the significant changes in the cost of sales.

Operating expenses. Operating expenses decreased by $6.5 million for the three months ended March 31, 2021 from the comparable prior period. See “Operating Expenses” below for a discussion of the significant changes in our operating expenses.

Financial Summary
Nine months ended March 31,Percent
Change
($ in thousands, except per share data)20212020
Revenue$117,921 $130,508 (9.6)%
Cost of sales78,677 95,332 (17.5)%
Gross profit39,244 35,176 11.6 %
Operating expenses47,482 64,388 (26.3)%
Operating loss(8,238)(29,212)(71.8)%
Other expense, net(2,992)77 NM
Provision for income taxes(133)(46)189.1 %
Net loss(11,363)(29,181)(61.1)%
Net loss per common share - diluted(0.18)(0.48)(62.5)%
Adjusted EBITDA (a)
$2,627 $(7,617)134.5 %
NM — not meaningful

(a)    Adjusted EBITDA is a non-GAAP measurement. See Reconciliations of Non-GAAP Measures for a reconciliation of Adjusted EBITDA to net loss.

Revenue. Total revenue decreased $12.6 million for the nine months ended March 31, 2021 compared to the same period in 2020. Approximately $8.3 million of the decrease relates to fewer equipment shipments in the year-to-date as compared to the prior year-to-date driven primarily as customers continue to focus on liquidity during the COVID-19 pandemic with many committing to 4G device upgrades but holding off on delivery until closer to the discontinuation of 3G network support in 2022. Additionally, $4.3 million of the decrease relates to lower transaction volumes due to the impacts of COVID-19 in the current year-to-date compared to the prior year-to-date.

Cost of sales. Cost of sales decreased $16.7 million for the nine months ended March 31, 2021 compared to the same period in 2020. The change was driven by a $10.2 million decrease in cost of equipment sales, including a $5.5 million sale of equipment to a strategic partner in the prior year period, and a $6.5 million decrease in cost of license and transaction fees due to a
29

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decrease in network service fees and lower transaction volumes. See “Revenue and Gross Profit” below for a discussion on the significant changes in the cost of sales.

Operating expenses. Operating expenses decreased $16.9 million for the nine months ended March 31, 2021 from the comparable prior period. See “Operating Expenses” below for a discussion of the significant changes in our operating expenses.

RESULTS OF OPERATIONS

QUARTERLY FINANCIAL AND NON-FINANCIAL DATA


The following tables showtable shows certain financial and non-financial data that management believes give readers insight into certain trends and relationships about the Company’s financial performance.

Five Quarter Select Key Performance Indicators including Connections

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of and for the three months ended

 

 

December 31, 

 

September 30, 

 

June 30, 

 

March 31, 

 

December 31, 

 

 

2017

    

2017

    

2017

    

2017

    

2016

Connections:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross new connections

 

 

317,000

 

 

28,000

 

 

70,000

 

 

40,000

 

 

25,000

% from existing customer base

 

 

44%

 

 

82%

 

 

93%

 

 

88%

 

 

80%

Net new connections (a)

 

 

311,000

 

 

26,000

 

 

64,000

 

 

35,000

 

 

21,000

Total connections

 

 

905,000

 

 

594,000

 

 

568,000

 

 

504,000

 

 

469,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customers:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New customers added (a)

 

 

1,800

 

 

550

 

 

300

 

 

500

 

 

500

Total customers

 

 

15,050

 

 

13,250

 

 

12,700

 

 

12,400

 

 

11,900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Volumes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total number of transactions (millions)

 

 

144.8

 

 

121.1

 

 

114.8

 

 

104.9

 

 

100.1

Total volume (millions)

 

$

272.7

 

$

239.2

 

$

225.6

 

$

202.5

 

$

191.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing structure of connections:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

JumpStart

 

 

0.4%

 

 

4.1%

 

 

3.3%

 

 

8.6%

 

 

6.8%

QuickStart & all others (b)

 

 

99.6%

 

 

95.9%

 

 

96.7%

 

 

91.4%

 

 

93.2%

Total

 

 

100.0%

 

 

100.0%

 

 

100.0%

 

 

100.0%

 

 

100.0%

a)

Activity for the three months ended December 31, 2017 includes net new connections and new customers related to the acquisition of Cantaloupe of approximately 270,000 and 1,400, respectively.   

We believe the metrics (Active Devices, Active Customers, Total Number of Transactions and Total Dollar Volume of Transactions) are useful in allowing management and readers to evaluate our strategy of driving growth in devices and transactions and the Financing Structure of Devices metric is useful in allowing management and readers to evaluate the growth of our QuickStart program and direct sales compared to the JumpStart program.

b)

Includes credit sales with standard trade receivable terms.


Highlights

Active Devices
Active Devices is defined as a device that has communicated with us or has had a transaction in the last 12 months. Included in the number of USAT’s connectionsActive Devices are devices that communicate through other devices that communicate or transact with us. A self-service retail location that utilizes an ePort cashless payment device as well as Seed management services constitutes only one device.

Active Customers
The Company defines Active Customers as all customers with at least one active device.
Total Number Of Transactions and Total Dollar Volume of Transactions
Transactions are defined as electronic payment transactions that are processed by our technology-enabled solutions. Management uses Total Number and Dollar Volume of transactions to evaluate the effectiveness of our new customer strategy and ability to leverage existing customers and partners.

Financing Structure of Devices
The Financing Structure of Devices is determined by identifying the gross new devices during the quarter and determining which devices were due to devices financed by the JumpStart program compared to devices financed by the QuickStart program or purchased outright. We monitor this metric as we are able to increase cash collections from direct sales to customers or under QuickStart sales by utilizing lease companies, which improves cash provided by operating activities.

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As of and for the three months ended
March 31, 2021December 31, 2020September 30, 2020June 30,
2020
March 31,
2020
Devices:
Active Devices (a) (thousands)
1,085 1,083 1,083 1,079 1,054 
Customers:
Active Customers18,763 18,304 17,760 17,249 16,808 
Volumes:
Total Number of Transactions (millions)213.4 211.8 201.9 167.7 237.3 
Total Dollar Volume of Transactions (millions)412.7 422.6 406.3 329.1 462.7 
Financing structure of Devices:
JumpStart2.1 %4.3 %3.0 %6.2 %1.4 %
QuickStart & all others (b)
97.9 %95.7 %97.0 %93.8 %98.6 %
Total100.0 %100.0 %100.0 %100.0 %100.0 %

a) We have revised the previously disclosed Active Devices (in thousands) amounts of 1,155 (December 31, 2020), 1,134 (September 30, 2020), 1,118
(June 30, 2020) and 1,103 (March 31, 2020) in the December 31, 2020 Quarterly Report on Form 10-Q to the amounts included in the above table as we
have refined our methodology of tracking and reporting Active Devices.

b) Includes credit sales with standard trade receivable terms.

Highlights for the quarter ended March 31, 2021 include:
1.08 million Active Devices compared to the same quarter last year of 1.05 million, an increase of approximately 30 thousand Active Devices, or 3%;
18,763 Active Customers to our service compared to the same quarter last year of 16,808, an increase of 1,955 Active Customers, or 12%.
Volumes for the quarter ended March 31, 2021 remain consistent with the prior quarter ended December 31, 2017 include:

·

270,000 net new connections related to the acquisition of Cantaloupe;

2020, but are 11% lower compared to the average processing volumes for the quarter ended March 31, 2020 due to the impact of COVID-19. See "COVID-19 Update" in Management’s Discussion and Analysis of Financial Condition and Results of Operations above for additional information.

·

41,000 additional net new connections during the quarter; and


·

905,000 total connections to our service compared to the same quarter last year of approximately 469,000 total connections to our service, an increase of 436,000 connections, or 93%.

Network Incident

24



In September 2020, the Company experienced a network incident on its ePort transaction processing platform, resulting in certain devices being unable to process payment transactions during the outage. The Company has remediated the incident. For the six month period ending December 31, 2020, we accrued approximately $2 million of costs associated with the event. As of March 31, 2021, we have finalized the economic impact of the network incident with the vast majority of our customers. We estimate the final impact of the incident to be approximately $1.6 million, of which $1.2 million has been settled resulting in an outstanding accrual amount of $0.4 million as of March 31, 2021.


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Table of Contents

Three Months Ended DecemberMarch 31, 20172021 Compared to Three Months Ended DecemberMarch 31, 2016

2020


Revenue and Gross Profit

 

 

 

 

 

 

 

For the three months ended December 31, 

 

Percent

Three months ended March 31,Percent
Change

($ in thousands)

    

2017

    

2016

    

Change

($ in thousands)20212020

Revenues:

 

 

 

 

 

 

 

Revenue:Revenue:

License and transaction fees

 

$

22,853

 

$

16,639

 

37.3%
License and transaction fees$34,686 $34,961 (0.8)%

Equipment sales

 

 

9,653

 

 

5,117

 

88.6%
Equipment sales8,074 8,137 (0.8)%

Total revenues

 

32,506

 

21,756

 

49.4%
Total revenueTotal revenue42,760 43,098 (0.8)%

 

 

 

 

 

 

Costs of sales:

 

 

 

 

 

 

Cost of services

 

14,362

 

11,389

 

26.1%

Cost of equipment

 

 

8,943

 

 

4,033

 

121.7%

Total costs of sales

 

23,305

 

15,422

 

51.1%
Cost of sales:Cost of sales:
Cost of license and transaction feesCost of license and transaction fees20,463 22,244 (8.0)%
Cost of equipment salesCost of equipment sales9,593 9,856 (2.7)%
Total cost of salesTotal cost of sales30,056 32,100 (6.4)%

 

 

 

 

 

 

Gross profit:

 

 

 

 

 

 

Gross profit:

License and transaction fees

 

8,491

 

5,250

 

61.7%
License and transaction fees14,223 12,717 11.8 %

Equipment sales

 

 

710

 

 

1,084

 

(34.5%)
Equipment sales(1,519)(1,719)11.6 %

Total gross profit

 

$

9,201

 

$

6,334

 

45.3%
Total gross profit$12,704 $10,998 15.5 %
Gross margin:Gross margin:
License and transaction feesLicense and transaction fees41.0 %36.4 %
Equipment salesEquipment sales(18.8)%(21.1)%
Total gross marginTotal gross margin29.7 %25.5 %


Revenue. Total revenue increased $10.7decreased slightly by $0.3 million for the three months ended DecemberMarch 31, 20172021 compared to the same period in 2016.2020. The growth in totallevel of revenue resulted from a $6.2 million increase in licenseearned between our various product and services revenue streams (License and transaction fee revenuefees and Equipment sales) continue to be consistent across the same periods in both years and we are approaching pre-pandemic (COVID-19) levels of processing volumes as of March 31, 2021 as businesses, schools and other organizations across the country continue to re-open.

Cost of sales. Cost of sales decreased $2.0 million for the quarterthree months ended DecemberMarch 31, 20172021 compared to the same period in 2016,2020. The change was driven primarily by a $1.8 million decrease in cost of license and transaction fees due to a $4.5 million increasedecrease in equipment revenuenetwork service fees and lower transaction volumes.

Gross margin. Total gross margin increased from 25.5% for the three months ended DecemberMarch 31, 2017 compared2020 to 29.7% for the same period last year, boththree months ended March 31, 2021. The change was driven primarily by an increasea reduction in connectionscost of license and the Cantaloupe acquisition. 

Cost of sales. Cost of sales increasedtransaction fees due to a decrease in network service fees and lower transaction volumes.


Operating Expenses
Three months ended March 31,Percent
Change
Category ($ in thousands)20212020
Selling, general and administrative expenses$13,731 $15,888 (13.6)%
Investigation, proxy solicitation and restatement expenses— 4,181 NM
Depreciation and amortization991 1,107 (10.5)%
Total operating expenses$14,722 $21,176 (30.5)%
____________
NM — not meaningful

Total operating expenses. Total operating expenses decreased by $7.9$6.5 million for the three months ended DecemberMarch 31, 2017 compared to the same period last year.  The increase was driven by a $3.0 million increase in cost of services and a $4.9 million increase in cost of equipment sales, both driven by an increase in connections and the Cantaloupe acquisition.

Gross margin.  The overall gross margin decreased 0.8% from 29.1% for the three months ended December 31, 2016 to 28.3% for the three months ended December 31, 2017.  The decrease in the equipment margin, from 21.2% for the three months ended December 31, 2016 to 7.4% for the three months ended December 31, 2017, reflected our strategy of using equipment sales as an enabler for driving long-term, higher margin license and transaction fees.  This decrease was partially offset by an increase in the license fee and transaction margin from 31.6% for the three months ended December 31, 2016 to 37.2% for the three months ended December 31, 2017, which was driven by the impact of the Cantaloupe acquisition. 

Operational Expenses

 

 

 

 

 

 

 

 

 

 

 

For the three months ended December 31, 

 

Percent

Category ($ in thousands)

 

2017

 

2016

 

Change

Selling, general and administrative expenses

 

$

8,329

 

$

5,785

 

44.0%

Integration and acquisition costs

 

 

3,335

 

 

 8

 

41,587.5%

Depreciation and amortization

 

 

737

 

 

307

 

140.1%

Total operating expenses

 

$

12,401

 

$

6,100

 

103.3%

Selling, general and administrative expenses.  Selling,  general and administrative expenses increased approximately $2.5 million for the three months ended December 31, 2017,2021, as compared to the same period in 2016.2020. This change was primarily driven by an increasea reduction in selling,professional fees incurred by the Company relating to the investigation and the restatements of previously filed financial statements, a decrease in usage of external legal and accounting professional services firms and a decrease in legal contingency reserves and other accruals.

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Selling, general and administrative costs incurred related to Cantaloupe as well as an increase in salesexpenses. Selling, general and marketing related consultingadministrative expenses as we continue to increase our market share in the cashless-transaction vending industry.

Integration and acquisition costs. Integration and acquisition costs increased $3.3decreased approximately $2.2 million for the three months ended DecemberMarch 31, 20172021, as compared to the same period in 2016, due to the costs2020. This change was primarily driven by a $4.3 million decrease in legal contingency reserves and other accruals, $0.6 million decrease in lower compensation expense, $0.5 million of lower travel expenses as a result of COVID-19 offset by an increase of $2.8 million in stock compensation expense.


Investigation, proxy solicitation and restatement expenses. Investigation, proxy solicitation and restatement expenses were incurred in fiscal year 2020 in connection with the acquisition

25


Table2019 Investigation and the restatements of Contents

previously filed financial statements, bank consents, the remediation of Cantaloupe, partially offset by $8 thousand of acquisition costs incurreddeficiencies in our internal control over financial reporting, the second quarter ofproxy solicitation, and professional services fees to assist with accounting and compliance activities in fiscal year 2017 pertaining to2020 following the acquisitionfiling of VendScreen, Inc. (“VendScreen”).    

the 2019 Form 10-K.


Depreciation and amortization. Depreciation and amortization expenses increased approximately $0.4expense was consistent with the same period in 2020.

Other Income (Expense), Net
Three months ended March 31,Percent
Change
($ in thousands)20212020
Other income (expense):
Interest income$302 $411 (26.5)%
Interest expense(88)(683)(87.1)%
Change in fair value of derivative— 1,070 NM
Total other income (expense), net$214 $798 (73.2)%
____________
NM — not meaningful

Other income (expense), net.  Other income (expense), net decreased $0.6 million for the three months ended DecemberMarch 31, 2017 primarily due to the amortization of intangible assets recognized in connection with the Cantaloupe acquisition.   

Other Expense, net

 

 

 

 

 

 

 

 

 

 

 

For the three months ended December 31, 

 

Percent

($ in thousands)

 

2017

    

2016

 

Change

Other income (expense):

 

 

 

 

 

 

 

 

Interest income

 

$

251

 

$

200

 

25.5%

Interest expense

 

 

(494)

 

 

(201)

 

145.8%

Total other expense, net

 

$

(243)

 

$

(1)

 

24200.0%

Other expense, net.  Other expense, net increased $242 thousand for the three months ended December 31, 20172021 as compared to the same period in 2016.2020. The increasechange was primarily driven by the interest incurred in connection with the Term Loan and Revolving Credit Facility utilized to fund a portion of the acquisition of Cantaloupe.

Income Taxes

 

 

 

 

 

 

 

 

 

 

 

For the three months ended December 31, 

 

Percent

($ in thousands)

 

2017

    

2016

 

Change

Provision for income taxes

 

$

(9,073)

 

$

 -

 

100%

Income taxes.  For the three months ended December 31,  2017, an income tax provision of 9,073 thousand (substantially all deferred income taxes) was recorded which includes a charge of $6,592 thousand related to the recent enactment of the U.S. Tax Cuts and Jobs Act.  The tax provision is based upon income (loss) before income taxes using an estimated negative annual effective income tax rate of 49.20%, which is primarily driven by the impact of permanent differences.  The tax rate reduction related to tax reform was treated as a discrete item in the tax provision for the three months ended December 31, 2017.

For the three months ended December 31, 2016, no adjustment for the income tax benefit (provision) (substantially all deferred income taxes) was recorded based upon loss before benefit for income taxes using an estimated annual effective income tax rate of 30.0% for the fiscal year ended June 30, 2017 net of a provision for the tax effect of the$1.1 million change in the fair value of warrant liabilities whichthe Company’s embedded derivative related to the 2020 Antara Term Facility that was treated discretely.

Reconciliationbifurcated and recognized at fair value as of Net (Loss) Income to Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

For the three months ended December 31, 

($ in thousands)

    

2017

    

2016

Net (loss) income

 

$

(12,516)

 

$

233

Less interest income

 

 

(251)

 

 

(200)

Plus interest expense

 

 

494

 

 

201

Plus income tax provision

 

 

9,073

 

 

 —

Plus depreciation expense

 

 

1,512

 

 

1,220

Plus amortization expense

 

 

472

 

 

43

EBITDA

 

 

(1,216)

 

 

1,497

 

 

 

 

 

 

 

Plus stock-based compensation

 

 

780

 

 

233

Plus integration and acquisition costs and inventory step-up

 

 

3,358

 

 

 8

Adjustments to EBITDA

 

 

4,138

 

 

241

Adjusted EBITDA

 

$

2,922

 

$

1,738

March 31, 2020. The embedded derivative was derecognized when the outstanding loan was repaid in August 2020 and was not outstanding as of March 31, 2021. The above change of $1.1 million in the fair value of derivative was offset by a $0.5 million interest expense reduction on an accrual resulting in the net decrease of $0.6 million in Other income (expense).

26




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Table of Contents

As used herein, Adjusted EBITDA represents net (loss) income before interest income, interest expense, income tax provision (benefit)Nine Months Ended March 31, 2021 Compared to Nine Months Ended March 31, 2020


Revenue and Gross Profit
Nine months ended March 31,Percent
Change
($ in thousands)20212020
Revenue:
License and transaction fees$101,008 $105,324 (4.1)%
Equipment sales16,913 25,184 (32.8)%
Total revenue117,921 130,508 (9.6)%
Cost of sales:
Cost of license and transaction fees60,415 66,912 (9.7)%
Cost of equipment sales18,262 28,420 (35.7)%
Total cost of sales78,677 95,332 (17.5)%
Gross profit:
License and transaction fees40,593 38,412 5.7 %
Equipment sales(1,349)(3,236)58.3 %
Total gross profit$39,244 $35,176 11.6 %
Gross margin:
License and transaction fees40.2 %36.5 %
Equipment sales(8.0)%(12.8)%
Total gross margin33.3 %27.0 %

Revenue. Total revenue decreased $12.6 million for the nine months ended March 31, 2021 compared to the same period in 2020. Approximately $8.3 million of the decrease relates to fewer equipment shipments in the year-to-date as compared to the prior year-to-date driven primarily as customers continue to focus on liquidity during the COVID-19 pandemic with many committing to 4G device upgrades but holding off on delivery until closer to the discontinuation of 3G network support in 2022. Additionally, $4.3 million of the decrease relates to lower transaction volumes due to the impacts of COVID-19 in the current year-to-date compared to the prior year-to-date.

Cost of sales. Cost of sales decreased $16.7 million for the nine months ended March 31, 2021 compared to the same period in 2020. The change was driven by a $10.2 million decrease in cost of equipment sales, including a $5.5 million sale of equipment to a strategic partner in the prior year period, and a $6.5 million decrease in cost of license and transaction fees due to a decrease in network service fees and lower transaction volumes.

Gross margin. Total gross margin increased from 27.0% for the nine months ended March 31, 2020 to 33.3% for the nine months ended March 31, 2021. The change was driven primarily by a reduction in cost of license and transaction fees due to a decrease in network service fees and lower transaction volumes and a decrease in cost of equipment sales.

Operating Expenses
Nine months ended March 31,Percent
Change
Category ($ in thousands)20212020
Selling, general and administrative expenses$44,371 $47,230 (6.1)%
Investigation, proxy solicitation and restatement expenses— 13,949 NM
Depreciation and amortization3,111 3,209 (3.1)%
Total operating expenses$47,482 $64,388 (26.3)%
____________
NM — not meaningful

34

Table of Contents
Total operating expenses. Total operating expenses decreased $16.9 million for the nine months ended March 31, 2021, as compared to the same period in 2020. This change was primarily driven by a reduction in professional fees incurred by the Company relating to the investigation and the restatements of previously filed financial statements, a decrease in usage of external legal and accounting professional services firms and a decrease in legal contingency reserves and other accruals.

Selling, general and administrative expenses. Selling, depreciation, amortization, stock-basedgeneral and administrative expenses decreased approximately $2.9 million for the nine months ended March 31, 2021, as compared to the same period in 2020. This change was primarily driven by $4.3 million decrease in legal contingency reserves and other accruals, $1.5 million of lower travel expenses as a result of COVID-19, $0.7 million decrease in lower compensation expense offset by an increase of $3.9 million in stock compensation expense.

Investigation, proxy solicitation and non-recurring integrationrestatement expenses. Investigation, proxy solicitation and acquisition costs thatrestatement expenses were incurred in fiscal year 2020 in connection with the acquisition2019 Investigation and the restatements of Cantaloupe, includingpreviously filed financial statements, bank consents, the remediation of deficiencies in our internal control over financial reporting, the proxy solicitation, and professional services fees to assist with accounting and compliance activities in fiscal year 2020 following the filing of the 2019 Form 10-K.

Depreciation and amortization. Depreciation and amortization expense was consistent with the same period in 2020.

Other Income (Expense), Net
Nine months ended March 31,Percent
Change
($ in thousands)20212020
Other income (expense):
Interest income$978 $988 (1.0)%
Interest expense(3,970)(1,981)100.4 %
Change in fair value of derivative— 1,070 (100.0)%
Total other income (expense), net$(2,992)$77 NM
____________
NM — not meaningful

Other income (expense), net.  Other income (expense), net decreased approximately $3.1 million for the nine months ended March 31, 2021 as compared to the same period in 2020. This change was primarily related to the recognition of the remaining balance of unamortized issuance costs and debt discount related to the senior secured term loan facility with Antara Capital Master Fund LP of $2.6 million into interest expense, related to the repayment of all amounts outstanding under the 2020 Antara Term Facility and a charge for inventory$1 million change in the fair value step-up, in the current fiscal year and the acquisition of the VendScreen businessCompany's embedded derivative related to the previous fiscal year.  We have excluded the non-cash expense, stock-based compensation, as it does not reflect the cash-based operations of the Company. We have excluded the integration2020 Antara Term Facility that was bifurcated and acquisition expenses incurred in connection with the Cantaloupe acquisition, including a charge for inventoryrecognized at fair value step-up, duringas of March 31, 2020. The embedded derivative was derecognized when the current fiscal yearoutstanding loan was repaid in August 2020 and the VendScreen transaction from the previous fiscal year in order to allow for a more accurate comparisonwas not outstanding as of the financial results to historical operations, as they pertain to period operational expenses that are not a core functionMarch 31, 2021.

Reconciliations of our business.  Non-GAAP Measures

Adjusted EBITDAearnings before income taxes, depreciation, and amortization (“Adjusted EBITDA”) is a non-GAAP financial measure which is not required by or defined under U.S. GAAP (Generally Accepted Accounting Principles). We use these non-GAAP financial measures for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. We believe that these non-GAAP financial measures provide useful information about our operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to metrics used by our management in its financial and operational decision making. The presentation of this financial measure is not intended to be considered in isolation or as a substitute for the financial measures prepared and presented in accordance with U.S. GAAP, including theour net income or net loss of the Company or net cash used in operating activities. Management recognizes that non-GAAP financial measures have limitations in that they do not reflect all of the items associated with the Company’sour net income or net loss as determined in accordance with U.S. GAAP, and are not a substitute for or a measure of the Company’sour profitability or net earnings. Adjusted EBITDA is presented because we believe it is useful to investors as a measure of comparative operating performance. Additionally, the Company utilizeswe utilize Adjusted EBTIDAEBITDA as a metric in itsour executive officer and management incentive compensation plans.

Reconciliation

35

Table of Operating (Loss) Income toContents

We define Adjusted Operating Income:

 

 

 

 

 

 

 

 

 

Three months ended December 31, 

($ in thousands)

 

2017

    

2016

Operating (loss) income

 

$

(3,200)

 

$

234

Plus integration and acquisition costs and inventory step-up

 

 

3,358

 

 

8

Plus amortization expense

 

 

472

 

 

43

Adjusted operating income

 

$

630

 

$

285

As used herein, adjusted operating income represents operating (loss) income before the non-recurring integration and acquisition costs incurred in connection with the acquisition of Cantaloupe, including a charge for inventory fair value step-up, and VendScreen transaction and amortization expenses related to our acquisition-related intangibles.  We have excluded these non-recurring costs and amortization expenses in order to allow for a more accurate comparison of the financial results to historical operations and we believe such a comparison is useful to investorsEBITDA as a measure of comparative operating performance.  This is the first financial period for which we have adjusted for the amortization expenses related to our acquisition-related intangibles, and we intend to make such adjustments for future financial periods. 

Reconciliation of Net (Loss) Income to Non-GAAP Net Income:

 

 

 

 

 

 

 

 

 

Three months ended December 31, 

($ in thousands)

    

2017

  

2016

Net (loss) income

 

$

(12,516)

 

$

233

Non-GAAP adjustments:

 

 

 

 

 

 

Non-cash portion of income tax provision (benefit)

 

 

9,073

 

 

 —

Amortization expense

 

 

472

 

 

43

Stock-based compensation

 

 

780

 

 

233

Litigation related professional fees

 

 

 —

 

 

 —

Integration and acquisition-related costs

 

 

3,413

 

 

 8

Non-GAAP net income

 

$

1,222

 

$

517

As used herein, non-GAAP net income representsU.S. GAAP net (loss)loss before (i) interest income, excluding costs or benefits relating to any non-cash portions of the Company’s(ii) interest expense on debt and reserves, (iii) income tax benefit, adjustment for fair value of warrant liabilities,taxes, (iv) depreciation, (v) amortization, (vi) stock-based compensation expense, and (vii) non-recurring costsfees and expensescharges that were incurred in connection with the acquisition2019 Investigation and integration of Cantaloupe,  including a charge for inventory fair value step-up and write-off of deferred financing costs, during the current fiscal year and VendScreen during the prior fiscal year, and non-cash expenses for equity awards under our equity incentive plans.  This is the first financial period for which we have adjusted for the non-cash expenses attributable to equity awards, and we intend to make such

27


Table of Contents

adjustments for future financial periods.  Management believes that non-GAAP net income is an important measure of USAT’s business. Non-GAAP net income is a non-GAAP financial measure which is not required by or defined under GAAP. The presentation of this financial measure is not intended to be considered in isolation or as a substitute for the financial measures prepared and presented in accordance with GAAP, including the net income or net loss of the Company or net cash provided by or (used in) operating activities. Management recognizes that non-GAAP financial measures have limitations in that they do not reflect all of the items associated with the Company’s net (loss) income as determined in accordance with GAAP, and are not a substitute for or a measure of the Company’s profitability or net earnings. Management uses the aforementioned non-GAAP measure to monitor and evaluate ongoing operating results and trends and to gain an understanding of our comparative operating performance. We believe that this non-GAAP financial measure serves as a useful metric for our management and investors because they enable a better understanding of the long-term performance of our core business and facilitate comparisons of our operating results over multiple periods, and when taken together with the corresponding GAAP financial measures and our reconciliations, enhance investors’ overall understanding of our current and future financial performance. Additionally, the Company utilizes non-GAAP net income as a metric in its executive officer and management incentive compensation plans.

Six Months Ended December 31, 2017 Compared to Six Months Ended December 31, 2016

Revenue and Gross Profit

 

 

 

 

 

 

 

 

 

 

 

For the six months ended December 31, 

 

Percent

($ in thousands)

    

2017

    

2016

    

Change

Revenues:

 

 

 

 

 

 

 

 

License and transaction fees

 

$

42,797

 

$

33,004

 

29.7%

Equipment sales

 

 

15,326

 

 

10,340

 

48.2%

Total revenues

 

 

58,123

 

 

43,344

 

34.1%

 

 

 

 

 

 

 

 

 

Costs of sales:

 

 

 

 

 

 

 

 

Cost of services

 

 

27,688

 

 

22,632

 

22.3%

Cost of equipment

 

 

14,033

 

 

8,211

 

70.9%

Total costs of sales

 

 

41,721

 

 

30,843

 

35.3%

 

 

 

 

 

 

 

 

 

Gross profit:

 

 

 

 

 

 

 

 

License and transaction fees

 

 

15,109

 

 

10,372

 

45.7%

Equipment sales

 

 

1,293

 

 

2,129

 

(39.3%)

Total gross profit

 

$

16,402

 

$

12,501

 

31.2%

Revenue.  Total revenue increased $14.8 million for the six months ended December 31, 2017 compared to the same period in 2016.  The growth in total revenue resulted from a $9.8 million increase in license and transaction fee revenue for the six months ended December 31, 2017 compared to the same period in 2016, and a $5.0 million increase in equipment revenue for the six months ended December 31, 2017 compared to the same period last year; both driven by an increase in connections and the Cantaloupe acquisition. 

Cost of sales. Cost of sales increased $10.9 million for the six months ended December 31, 2017 compared to the same period last year.  The increase was driven by a $5.1 million increase in cost of services and a $5.8 million increase in cost of equipment sales, both arising from an increase in connections and the Cantaloupe acquisition. 

Gross margin.  The overall gross margin decreased 0.6% from 28.8% for the six months ended December 31, 2016 to 28.2% for the six months ended December 31, 2017.  The decrease in the equipment margin, from 20.6% for the six months ended December 31, 2016 to 8.4% for the six months ended December 31, 2017 reflected our strategy of using equipment sales as an enabler for driving long-term, higher margin license and transaction fees.  This decrease was partially offset by an increase in the license fee and transaction margin from 31.4% for the six months ended December 31, 2016 to 35.3% for the six months ended December 31, 2017 which was primarily driven by the impact of the Cantaloupe acquisition. 

28


Table of Contents

Operational Expenses

 

 

 

 

 

 

 

 

 

 

 

For the six months ended December 31, 

 

Percent

Category ($ in thousands)

 

2017

 

2016

 

Change

Selling, general and administrative expenses

 

$

15,075

 

$

12,593

 

19.7%

Integration and acquisition costs

 

 

4,097

 

 

109

 

3,658.7%

Depreciation and amortization

 

 

982

 

 

515

 

90.7%

Total operating expenses

 

$

20,154

 

$

13,217

 

52.5%

Selling, general and administrative expenses.  Selling,  general and administrative expenses increased approximately $2.5 million for the six months ended December 31, 2017, as compared to the same period in 2016.  This change was primarily driven by an increase in selling, general and administrative costs related to Cantaloupestatement restatement activities as well as an increase in sales and marketing related consulting expenses as we continue to increase our market share in the cashless-transaction vending industry.

Integration and acquisitionproxy solicitation costs. Integration and acquisition costs increased $4.0 million for the six months ended December 31, 2017 as compared to the same period in 2016, due to the $4.1 million incurred in connection with the acquisition of Cantaloupe, partially offset by $0.1 million of acquisition costs incurred in the same period of fiscal year 2017 pertaining to the acquisition of VendScreen.    

Depreciation and amortization.  Depreciation and amortization expenses increased approximately $0.5 million for the six months ended December 31, 2017 primarily due to the amortization of intangible assets recognized in connection with the Cantaloupe acquisition. 

Other Expense, net

 

 

 

 

 

 

 

 

 

 

 

For the six months ended December 31, 

 

Percent

($ in thousands)

 

2017

    

2016

 

Change

Other income (expense):

 

 

 

 

 

 

 

 

Interest income

 

$

331

 

$

273

 

21.2%

Interest expense

 

 

(703)

 

 

(413)

 

70.2%

Change in fair value of warrant liabilities

 

 

 -

 

 

(1,490)

 

(100.0%)

Total other expense, net

 

$

(372)

 

$

(1,630)

 

(77.2%)

Other expense, net.  Other expense, net decreased $1.3 million for the six months ended December 31, 2017 compared to the same period in 2016.  The decrease was primarily driven by the change in fair value associated with the exercised warrants recognized during September 2016.

Income Taxes

 

 

 

 

 

 

 

 

 

 

 

For the six months ended December 31, 

 

Percent

($ in thousands)

 

2017

    

2016

 

Change

(Provision) benefit for income taxes

 

$

(8,605)

 

$

115

 

(7,583)%

Income taxes.  For the six months ended December 31, 2017, an income tax provision of $8,605 thousand (substantially all deferred income taxes) was recorded which includes a charge of $6,592 thousand related to tax reform.  The tax provision is based upon income (loss) before income taxes using an estimated negative annual effective income tax rate of 49.20%, which is primarily driven by the impact of permanent differences.  The tax rate reduction related to tax reform was treated as a discrete item in the tax provision for the six months ended December 31, 2017.

For the six months ended December 31, 2016, an income tax benefit of $115 thousand (substantially all deferred income taxes) was recorded based upon loss before benefit for income taxes using an estimated annual effective income tax rate of 30.0% for the fiscal year ending June 30, 2017 net of a provision for the tax effect of the change (viii) changes in the fair value of warrant liabilities whichthe embedded derivative relating to the 2020 Antara Term Facility that was treated discretely.

bifurcated and recognized at fair value.

29



TableBelow is a reconciliation of Contents

Reconciliation of Net LossU.S. GAAP net loss to Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

For the six months ended December 31, 

($ in thousands)

    

2017

    

2016

Net loss

 

$

(12,729)

 

$

(2,231)

Less interest income

 

 

(331)

 

 

(273)

Plus interest expense

 

 

703

 

 

413

Plus income tax provision (benefit)

 

 

8,605

 

 

(115)

Plus depreciation expense

 

 

2,960

 

 

2,477

Plus amortization expense

 

 

516

 

 

87

EBITDA

 

 

(276)

 

 

358

 

 

 

 

 

 

 

Plus loss on fair value of warrant liabilities

 

 

 —

 

 

1,490

Plus stock-based compensation

 

 

1,356

 

 

445

Plus litigation related professional fees

 

 

 —

 

 

33

Plus integration and acquisition costs and inventory step-up

 

 

4,120

 

 

109

Adjustments to EBITDA

 

 

5,476

 

 

2,077

Adjusted EBITDA

 

$

5,200

 

$

2,435


Three months ended March 31,
($ in thousands)20212020
U.S. GAAP net loss$(1,848)$(9,295)
Less: interest income(302)(411)
Plus: interest expense88 683 
Plus: income tax provision44 (85)
Plus: depreciation expense included in cost of sales for rentals593 
Plus: depreciation and amortization expense in operating expenses991 1,107 
EBITDA(1,025)(7,408)
Plus: stock-based compensation (a)
3,216 421 
Plus: investigation, proxy solicitation and restatement expenses (b)
— 4,181 
Less: change in fair value of derivative (c)
— (1,070)
Adjustments to EBITDA3,216 3,532 
Adjusted EBITDA$2,191 $(3,876)
(a)    As used herein, Adjustedan adjustment to EBITDA, represents net loss before interest income, interest expense, income tax provision (benefit), depreciation, amortization, change in fair value of warrant liabilities, stock-based compensation expense, and non-recurring integration and acquisition-related costs that were incurred in connection with the acquisition of Cantaloupe, including a charge for inventory fair value step-up, in the current fiscal year and the acquisition of the VendScreen business the previous fiscal year. Wewe have excluded the non-operating item, change in fair value of warrant liabilities, because it represents a non-cash gain or charge that is not related to the Company’s operations. We have excluded the non-cash expense, stock-based compensation, as it does not reflect theour cash-based operations of the Company. Weoperations.
(b)    As an adjustment to EBITDA, we have excluded the integration and acquisition  expenses incurred in connection with the Cantaloupe acquisition, including a charge for inventory fair value step-up, during the current fiscal year and the VendScreen transaction from the previous fiscal year in order to allow for a more accurate comparison of the financial results to historical operations, as they pertain to period operational expenses that are not a core function of our business.  Adjusted EBITDA is a non-GAAP financial measure which is not required by or defined under GAAP (Generally Accepted Accounting Principles). The presentation of this financial measure is not intended to be considered in isolation or as a substitute for the financial measures prepared and presented in accordance with GAAP, including the net income or net loss of the Company or net cash used in operating activities. Management recognizes that non-GAAP financial measures have limitations in that they do not reflect all of the items associated with the Company’s net income or net loss as determined in accordance with GAAP, and are not a substitute for or a measure of the Company’s profitability or net earnings. Adjusted EBITDA is presented because we believe it is useful to investors as a measure of comparative operating performance. Additionally, the Company utilizes Adjusted EBTIDA as a metric in its executive officer and management incentive compensation plans.

Reconciliation of Operating Loss to Adjusted Operating Income (Loss):

 

 

 

 

 

 

 

 

 

Six months ended December 31, 

($ in thousands)

 

2017

    

2016

Operating loss

 

$

(3,752)

 

$

(716)

Plus integration and acquisition costs and inventory step-up

 

 

4,120

 

 

109

Plus amortization expense

 

 

516

 

 

87

Adjusted operating income (loss)

 

$

884

 

$

(520)

As used herein, adjusted operating loss represents operating loss before the non-recurring integration and acquisition costs and expenses incurred in connection with the acquisition of Cantaloupe, including a charge for inventory fair value step-up, and VendScreen transaction, and the amortization expenses related to our acquisition-related intangibles.  We have excluded these non-recurring costs and expenses in order to allow for a more accurate comparison of the financial results to historical operations and we believe such a comparison is useful to investors as a measure of comparative operating performance.  This is the first financial period for which we have adjusted for the amortization expenses related to our acquisition-related intangibles, and we intend to make such adjustments for future financial periods. 

30


Table of Contents

Reconciliation of Net Loss to Non-GAAP Net Income (Loss):

 

 

 

 

 

 

 

 

 

Six months ended December 31, 

($ in thousands)

    

2017

  

2016

Net loss

 

$

(12,729)

 

$

(2,231)

Non-GAAP adjustments:

 

 

 

 

 

 

Non-cash portion of income tax benefit

 

 

8,605

 

 

(115)

Fair value of warrant adjustment

 

 

 —

 

 

1,490

Amortization expense

 

 

516

 

 

87

Stock-based compensation

 

 

1,356

 

 

445

Litigation related professional fees

 

 

 —

 

 

33

Integration and acquisition-related costs

 

 

4,175

 

 

109

Non-GAAP net income (loss)

 

$

1,923

 

$

(182)

As used herein, non-GAAP net income (loss) represents GAAP net income (loss) excluding costs or benefits relating to any non-cash portions of the Company’s income tax benefit, adjustment for fair value of warrant liabilities, professional fees incurred in connection with the class action litigation and the special litigation committee investigation, and non-recurring costs and expenses that wererelated to the 2019 Investigation, financial statement restatement activities, and proxy solicitation costs.

(c)     Consistent with the exclusion of debt interest expense from EBITDA, the debt-related derivative gain recorded for the quarter ended March 31, 2020 was also excluded from adjusted EBITDA.


Nine months ended March 31,
($ in thousands)20212020
Net loss$(11,363)$(29,181)
Less: interest income(978)(988)
Plus: interest expense3,970 1,981 
Plus: income tax provision133 46 
Plus: depreciation expense included in cost of sales for rentals1,055 1,984 
Plus: depreciation and amortization expense in operating expenses3,111 3,209 
EBITDA(4,072)(22,949)
Plus: stock-based compensation (a)
6,366 2,453 
Plus: investigation, proxy solicitation and restatement expenses (b)
— 13,949 
Less: change in fair value of derivative (c)
— (1,070)
Plus: asset impairment charge (b)
333 — 
Adjustments to EBITDA6,699 15,332 
Adjusted EBITDA$2,627 $(7,617)
(a)    As an adjustment to EBITDA, we have excluded stock-based compensation, as it does not reflect our cash-based operations.
(b)    As an adjustment to EBITDA, we have excluded the professional fees incurred in connection with the acquisitionnon-recurring costs and integrationexpenses related to the 2019 Investigation, financial statement restatement activities, and proxy solicitation costs, and non-cash impairment charges related to long-lived assets because we believe that they represent charges that are not related to our operations.
(c)     Consistent with the exclusion of Cantaloupe,  including a charge for inventory fair value step-up and a write-off of deferred financing costs, duringdebt interest expense from EBITDA, the current fiscal year and VendScreen during the prior fiscal year.  This is the first financial period for which we have adjusteddebt-related derivative gain recorded for the non-cash expenses attributable to equity awards under our equity incentive plans, and we intend to make such adjustments for future financial periods.  Management believes that non-GAAP net income (loss) is an important measurenine months ended March 31, 2020 was also excluded from adjusted EBITDA.

36

Table of USAT’s business. Non-GAAP net income (loss) is a non-GAAP financial measure which is not required by or defined under GAAP. The presentation of this financial measure is not intended to be considered in isolation or as a substitute for the financial measures prepared and presented in accordance with GAAP, including the net income or net loss of the Company or net cash provided by or (used in) operating activities. Management recognizes that non-GAAP financial measures have limitations in that they do not reflect all of the items associated with the Company’s net loss as determined in accordance with GAAP, and are not a substitute for or a measure of the Company’s profitability or net earnings. Management uses the aforementioned non-GAAP measure to monitor and evaluate ongoing operating results and trends and to gain an understanding of our comparative operating performance. We believe that this non-GAAP financial measure serves as a useful metric for our management and investors because they enable a better understanding of the long-term performance of our core business and facilitate comparisons of our operating results over multiple periods, and when taken together with the corresponding GAAP financial measures and our reconciliations, enhance investors’ overall understanding of our current and future financial performance. Additionally, the Company utilizes non-GAAP net income (loss) as a metric in its executive officer and management incentive compensation plans.

Contents


LIQUIDITY AND CAPITAL RESOURCES


Cash provided by operating activities was $4.1$7.8 million for the sixnine months ended DecemberMarch 31, 20172021 compared to cash used of $5.1$17.6 million used in the same period in 2016.the prior year. The $9.3 million increasechange in cash provided by operating activities wasreflects net cash provided by a $17.8 million decrease in net loss, an increase in non-cash operating expenses of $7.2 million, an increase in net cash provided by the change in various operating assets and liabilities of $0.4 million. The change in operating assets and liabilities is primarily driven by athe net cash inflowused by the change of $5.8accounts receivable of $7.3 million fromoffset by net cash provided by the payment for finance receivables related to a significant order received by us during the fourth quarter of the prior fiscal year as well as a cash inflow of $10.8 million related to the timingchange of accounts payable and accrued expenses partially offset by a $2.8 million increase in merchant receivables due to timing differences related to the remittance of credit card receipts, and a $3.1 million increase related to inventory due to purchases made to support the company’s anticipated future growth.

$7.7 million.


Cash used in investing activities was $66.8$1.3 million for the sixnine months ended DecemberMarch 31, 20172021 compared to $1.9cash used of $1.7 million forin the same period in 2016.  The $64.9 million increase is primarily relatedthe prior year, as purchases for equipment were relatively consistent compared to net cash consideration paid for the acquisition of Cantaloupe.

same period last year.


Cash provided by financing activities was $65.3$50.3 million for the sixnine months ended DecemberMarch 31, 20172021 compared to $5.8cash provided of $17.7 million forin the same period in 2016.  The $59.5the prior year. For the nine months ended March 31, 2021, the Company raised $52.4 million increase was primarily dueof proceeds (net of issuance costs) through a private placement transaction with respect to the public offering whichsale of an aggregate of 5,730,000 shares of the Company’s common stock to accredited investors (described below). The Company paid $1.2 million as a prepayment penalty and commitment termination fee to Antara as part of the repayment of the 2020 Antara Term Facility and paid $0.5 million of debt issuance costs as a result of entering into the 2021 JPMorgan Credit Facility (as defined below). For the nine months ended March 31, 2020, the Company entered into a debt and equity financing with Antara and also repaid the outstanding balance on the 2018 JPMorgan Revolving Credit Facility.
Sources and Uses of Cash
The Company has the following primary sources of capital available: (1) cash and cash equivalents on hand of $88.6 million as of March 31, 2021; (2) the cash that may be provided by operating activities; and (3) up to $5 million available to be drawn on the 2021 JPMorgan Revolving Facility (as defined below). In addition, management has recently implemented efficiencies in working capital that are designed to increase our cash balances.
On February 24, 2021, the Company entered into separate subscription agreements in identical form and substance (the “Subscription Agreements”) with institutional accredited investors (the “Purchasers”) relating to a private placement (the “Private Placement”) with respect to the sale of an aggregate of 5,730,000 shares of the Company’s common stock. The Private Placement closed in July 2017 with neton March 4, 2021 and the Company received aggregate gross proceeds of $39.9approximately $55 million as well as an increasebased on the offering price of $35.0$9.60 per share (the “Purchase Price”). The Company incurred $2.6 million relatedin direct and incremental issuance costs relating to the Private Placement that were accounted as a reduction in the proceeds of the stock.
In the nine months ended March 31, 2021, the Company entered into the 2021 JPMorgan Credit Agreement (as defined below) and repaid all amounts outstanding under the 2020 Antara Term LoanFacility. The Company also paid $1.2 million to Antara for the commitment termination fee and Revolving Credit Facility, partially offset by $6.2prepayment premium, and paid $2.6 million towards the settlement of a shareholder class action lawsuit.
The Company also has estimated and recorded for potential sales tax and related interest and penalty liabilities of $20.6 million in the aggregate as of March 31, 2021. The Company continues to evaluate these liabilities and the amount and timing of any such payments.

In the fourth quarter of fiscal year 2020, we received loan proceeds receivedof approximately $3.1 million (the “PPP Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration (the “SBA”). We have used the PPP Loan in accordance with the provisions of the CARES Act. The loan bears a fixed interest rate of 1% over a two-year term from the exerciseapproval date of April 28, 2020. The application for these funds required the Company to, in good faith, certify that the current economic uncertainty caused by COVID-19 made the loan request necessary to support the ongoing operations of the warrants duringCompany. This certification further required the six months ended September 30, 2016Company to take into account our current business activity and an increaseour ability to access other sources of liquidity sufficient to support ongoing operations in repaymentsa manner that is not significantly detrimental to the business. The receipt of debt duringthese funds, and the six months ended Decemberforgiveness of the loan attendant to these funds, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on our future adherence to the forgiveness criteria. As of March 31, 2017 of $8.9 million.

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2021, the Company has filed the application for loan forgiveness with the lending institution through which the PPP Loan was originated.

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In September 2014, the Company reintroduced QuickStart, a program whereby our customers are able to purchase our ePort hardware via a five-year, non-cancellable finance agreement. Under the QuickStart program, the Company sells the equipment to customers and creates a long-term and current finance receivable for five-year agreements. In the third and fourth quarters of fiscal 2015, the Company signed vendor agreements with two finance companies, whereby our customers would enter into agreements directly with the finance companies as part of our QuickStart program. Under this scenario, the Company invoices the finance company for the equipment financed by our customer, and typically receives full payment within thirty days. Prior to the reintroduction of QuickStart, the Company had financed its customers’ acquisition of ePort equipment primarily through the JumpStart rental program. Under Jumpstart, the Company records an investing capital expenditure cash outflow for the equipment provided and fixed assets on the balance sheet, and then receives rental income from a month-to-month lease. Customers who utilize third party finance companies in connection with the QuickStart program improve our cash flow from operations, and our QuickStart program reduces cash flow needed for investing activities otherwise incurred by us for our JumpStart program.

Since entering into vendor agreements with two third-party finance companies, the majority of QuickStart sales consummated have been with customers entering into agreements directly with the finance companies. Our customers have shifted from acquiring our products via JumpStart, which accounted for 65% of our gross connections in fiscal year 2014, to QuickStart and sales under normal trade receivable terms, which accounted for 89%, 91%, and 93% of our gross connections in fiscal years 2015, 2016, and 2017 respectively.  JumpStart was approximately 1% of our gross new connections for the six months ended December 31, 2017.

The Company is continually seeking to expand its outside financing partners in order to accommodate expected growth.

Sources of Cash

The Company’s net working capital, which is defined as current assets less current liabilities, increased $7.3 million from $5.8 million as of June 30, 2017,  to $13.1 million as of December 31, 2017.  As of December 31, 2017, the Company’s primary sources of cash include:

·

Cash on hand of approximately $15.4 million;

·

$2.5 million available under the Revolving Credit Facility provided we continue to satisfy the various covenants set forth in the loan agreement, including the requirement to meet the minimum quarterly Total Leverage Ratio and Fixed Charge Coverage Ratio;

·

Sales to third party lenders of all or a portion of our $16.7 million of finance receivables which may occur in future quarters; and

·

Anticipated cash which may be provided by operating activities in future quarters.

The Company believes that its existing cashcurrent financial resources will be sufficient to fund its current twelve-month operating budget from the date of issuance of these condensed consolidated financial statements.


CRITICAL ACCOUNTING POLICIES

As a result of the July 1, 2020 adoption of Topic 326, the Company has updated the critical accounting policies disclosed in “Management’s Discussion and available cash resources described above, would provide sufficient capital resourcesAnalysis of Financial Condition and Results of Operations” in our 2020 Form 10-K as follows:

Allowances for Doubtful Accounts and Finance Receivables. We maintain lifetime expected loss allowances for doubtful accounts and finance receivables based on historical experience of payment performance, current conditions of the customer, and reasonable and supportable economic forecasts of collectability for the asset’s entire expected life, which is generally less than one year for accounts receivable and five years for finance receivables. Historical loss experience is utilized as there have been no significant changes in the mix or risk characteristics of the receivable revenue streams used to operatecalculate historical loss rates. Current conditions are analyzed at each measurement date to reassess whether our receivables continue to exhibit similar risk characteristics as the prior measurement date, and determine if the reserve calculation needs to be adjusted for new developments, such as a customer’s inability to meet its anticipated business overfinancial obligations. Reasonable and supportable macroeconomic trends also are incorporated into the next twelve months.

analysis. Estimating the allowances therefore requires us to apply judgment in relying on historical customer payment experience, regularly analyzing the financial condition of our customers, and developing macroeconomic forecasts to adequately cover expected credit losses on our receivables. By nature, such estimates are highly subjective, and it is possible that the amount of receivables that we are unable to collect may be different than the amounts initially estimated in the allowances.

Recent Accounting Pronouncements
See Note 2 - Accounting Policies to the condensed consolidated financial statements for a description of recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

There


On August 14, 2020, the Company repaid all amounts outstanding under the 2020 Antara Term Facility and entered into a credit agreement with JPMorgan Chase Bank, N.A (the “2021 JPMorgan Credit Agreement”) for a $5 million secured revolving credit facility (the “2021 JPMorgan Revolving Facility”) and a $15 million secured term facility (the “2021 JPMorgan Secured Term Facility” and together with the 2021 JPMorgan Revolving Facility, the “2021 JPMorgan Credit Facility”). The 2021 JPMorgan Credit Facility has a three-year maturity, with interest determined, at the Company’s option, on a base rate of LIBOR or Prime Rate plus an applicable spread tied to the Company’s total leverage ratio and having ranges between 2.75% and 3.75% for Prime rate loans and between 3.75% and 4.75% for LIBOR rate loans. Currently our borrowings are subject to a LIBOR based interest rate. An increase of 100 basis points in Prime Rate or LIBOR Rate would not have been no significant changesa material impact of on our interest expense or condensed consolidated financial statements.

Our other exposures to our market risk have not changed materially since June 30, 2017. For a discussion of our exposure to market risk, refer to Part II, Item 7A. “Quantitative and Qualitative Disclosures about Market Risk,” contained in our Annual Report on Form 10-K for the year ended June 30, 2017.

2020.

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Item 4. Controls and Procedures.

(a) Disclosure Controls and Procedures

Our management evaluated, with the participation of our chief executive officer and chief financial officer, the effectiveness as of the end of the period covered by this Form 10-Q of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")).

We maintain disclosure controls and procedures to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our chief executive officer and chief financial officer, the effectiveness as of the end of the period covered by this Form 10-Q of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on this evaluation, our management, including our chief executive officer and chief financial officer, has concluded that our disclosure controls and procedures wereare effective as of the endMarch 31, 2021.


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Contents

(b) Changes in Internal Control over Financial Reporting


There werehave been no changes in ourthe Company’s internal controlscontrol over financial reporting that occurred during theour most recent fiscal quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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Part II - Other Information

Item 1. Legal Proceedings.

The information required by this Item is incorporated herein by reference to the Notes to condensed consolidated financial statements, Note 13 – Commitments and Contingencies in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

For a discussion of the Company’s risk factors, see the information under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020 and our Quarterly Reports on Form 10-Q for the quarters ended September 30, 2020 and December 31, 2020.

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

On February 24, 2021, the Company entered into separate subscription agreements with institutional accredited investors (the “Purchasers”) relating to a private placement (the “Private Placement”) with respect to the sale of an aggregate of 5,730,000 shares of the Company’s common stock. The Private Placement closed on March 4, 2021 and the Company received aggregate gross proceeds of approximately $55 million based on the offering price of $9.60 per share. The Company intends to use the proceeds of the Private Placement for general corporate purposes.

These shares were not registered under the Securities Act of 1933, as amended (the “Securities Act”). The issuances of the securities were undertaken in reliance upon exemptions from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof to sophisticated and accredited recipients.

Pursuant to the Subscription Agreements, the Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission covering the resale of the Shares within 45 days following the date of the Subscription Agreements and to cause the registration statement to become effective within 60 days following the filing deadline. On April 5, 2021, the Company filed the registration statement with the U.S. Securities and Exchange Commission and, on April 14, 2021, the registration statement was declared effective.

Item 3. Defaults Upon Senior Securities. 

There were no defaults on any senior securities. The total accrued and unpaid dividends on our Series A Convertible Preferred Stock as of March 31, 2021 was $21.4 million. The dividend accrual dates for our Preferred Stock are February 1 and August 1. The annual cumulative dividend on our Preferred Stock is $1.50 per share.

Item 4. Mine Safety Disclosures. 

N/A.

Item 5. Other Information. 

N/A.

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Item 6. Exhibits

Exhibits.

Exhibit

Exhibit
Number

Description

10.1

3.1

3.2
3.3
4.1
10.1†

10.2

10.3

31.1

31.1*

31.2

31.2*

32.1

32.1*

32.2

32.2*

101

The following financial information from our Quarterly Report on Form 10-Q for the quarter ended DecemberMarch 31, 2017,2021, filed with the SEC on February 8,  2018,May 7, 2021, is formatted in Inline Extensible Business Reporting Language (XBRL)(“iXBRL”): (1) the Condensed Consolidated Balance Sheets as of DecemberMarch 31, 20172021 and June 30, 2017,2020, (2) the Condensed Consolidated Statements of Operations for the three-month and six-month periods ended DecemberMarch 31, 20172021 and 2016,2020, (3) the Condensed Consolidated Statements of Shareholders’ Equity for the three-month and six-month periodperiods ended DecemberMarch 31, 2017,2021 and 2020, (4) the Condensed Consolidated Statements of Cash Flows for the six-month periodperiods ended DecemberMarch 31, 20172021 and 2016,2020, and (5) the Notes to Consolidated Financial Statements.

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

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101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase
104The cover page from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 7, 2021, is formatted as Inline iXBRL and contained in Exhibit 101.

*    Filed herewith.
† Management contract or compensatory plan or arrangement.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

USA TECHNOLOGIES, INC.

Cantaloupe, Inc.

Date: February 9, 2018

May 7, 2021

/s/ Stephen P. Herbert

Sean Feeney

Stephen P. Herbert,

Sean Feeney

Chief Executive Officer

Date: February 9, 2018

May 7, 2021

/s/ Priyanka Singh

R. Wayne Jackson

Priyanka Singh

R. Wayne Jackson

Chief Financial Officer


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