Cantaloupe (CTLP) 10-Q 10 May 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Mar. 31, 2018	May 01, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	USA TECHNOLOGIES INC
Entity Central Index Key	896,429
Entity Current Reporting Status	Yes
Current Fiscal Year End Date	--06-30
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		53,670,467
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2018	Jun. 30, 2017
Current assets:
Cash and cash equivalents	$ 17,107	$ 12,745
Accounts receivable, less allowance of $2,587 and $3,149, respectively	23,166	7,193
Finance receivables, less allowance of $42 and $19, respectively	3,904	11,010
Inventory	11,030	4,586
Prepaid expenses and other current assets	1,869	968
Total current assets	57,076	36,502
Non-current assets:
Finance receivables, less current portion	9,679	8,607
Other assets	1,214	687
Property and equipment, net	12,198	12,111
Deferred income taxes	16,911	27,670
Intangibles, net	30,119	622
Goodwill	64,196	11,492
Total non-current assets	134,317	61,189
Total assets	191,393	97,691
Current liabilities:
Accounts payable	29,446	16,054
Accrued expenses	7,961	4,140
Line of credit, net		7,036
Capital lease obligations and current obligations under long-term debt	4,475	3,230
Deferred revenue	441
Deferred gain from sale-leaseback transactions	198	239
Total current liabilities	42,521	30,699
Long-term liabilities:
Revolving Credit Facility	10,000
Capital lease obligations and long-term debt, less current portion	22,895	1,061
Accrued expenses, less current portion	66	53
Deferred gain from sale-leaseback transactions, less current portion		100
Total long-term liabilities	32,961	1,214
Total liabilities	75,482	31,913
Commitments and contingencies (Note 14)
Shareholders' equity:
Preferred stock
Common stock, no par value, 640,000,000 shares authorized, 53,666,718 and 40,331,645 shares issued and outstanding at March 31, 2018 and June 30, 2017, respectively	307,634	245,999
Accumulated deficit	(194,861)	(183,359)
Total shareholders' equity	115,911	65,778
Total liabilities and shareholders' equity	191,393	97,691
Series A Convertible
Shareholders' equity:
Preferred stock	$ 3,138	$ 3,138

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Mar. 31, 2018	Jun. 30, 2017
Allowance for uncollectible accounts receivable (in dollars)	$ 2,587	$ 3,149
Allowance for Notes, Loans and Financing Receivable, Current	$ 42	$ 19
Preferred stock, no par value (in dollars per share)	$ 0	$ 0
Preferred stock, shares authorized	1,800,000	1,800,000
Preferred stock, shares issued	0	0
Common stock, no par value (in dollars per share)	$ 0	$ 0
Common stock, shares authorized	640,000,000	640,000,000
Common stock, shares issued	53,666,718	40,331,645
Common stock, shares outstanding	53,666,718	40,331,645
Series A Convertible
Preferred stock, shares authorized	900,000	900,000
Preferred stock, shares issued	445,063	445,063
Preferred stock, liquidation preference value (in dollars)	$ 19,443	$ 18,775

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Revenues:
License and transaction fees	$ 27,020	$ 17,459	$ 69,817	$ 50,463
Equipment sales	8,812	9,001	24,138	19,341
Total revenues	35,832	26,460	93,955	69,804
Costs of sales:
Cost of services	16,012	11,876	43,700	34,508
Cost of equipment	7,876	7,959	21,909	16,170
Total costs of sales	23,888	19,835	65,609	50,678
Gross profit	11,944	6,625	28,346	19,126
Operating expenses:
Selling, general and administrative	9,572	5,947	24,647	18,540
Integration and acquisition costs	1,747		5,844	109
Depreciation and amortization	1,125	259	2,107	774
Total operating expenses	12,444	6,206	32,598	19,423
Operating (loss) income	(500)	419	(4,252)	(297)
Other income (expense):
Interest income	134	114	465	387
Interest expense	(612)	(188)	(1,315)	(601)
Change in fair value of warrant liabilities				(1,490)
Total other expense, net	(478)	(74)	(850)	(1,704)
(Loss) income before income taxes	(978)	345	(5,102)	(2,001)
Benefit (provision) for income taxes	2,138	(209)	(6,467)	(94)
Net income (loss)	1,160	136	(11,569)	(2,095)
Preferred dividends	(334)	(334)	(668)	(668)
Net income (income) applicable to common shares	$ 826	$ (198)	$ (12,237)	$ (2,763)
Net (loss) income per common share
Basic (in dollars per share)	$ 0.02	$ 0	$ (0.24)	$ (0.07)
Diluted (in dollars per share)	$ 0.02	$ 0	$ (0.24)	$ (0.07)
Weighted average number of common shares outstanding
Basic (in shares)	53,637,085	40,327,697	51,101,813	39,703,690
Diluted (in shares)	54,234,566	40,327,697	51,101,813	39,703,690

Consolidated Statements of Shar

Consolidated Statements of Shareholders' Equity - 9 months ended Mar. 31, 2018 - USD ($) $ in Thousands	Series A ConvertibleConversion of preferred stock	Common stock equivalents	Accumulated Deficit	Total
Balance at Jun. 30, 2017	$ 3,138	$ 245,999	$ (183,359)	$ 65,778
Balance (in shares) at Jun. 30, 2017	445,063	40,331,645
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock in relation to public offering, net of offering costs incurred of $3,237 (a) (in shares)		9,583,332
Issuance of common stock in relation to public offering, net of offering costs incurred of $3,237 (a)		$ 39,888		39,888
Issuance of common stock as merger consideration (in shares)		3,423,367
Issuance of common stock as merger consideration		$ 19,810		19,810
Stock based compensation		$ 2,114		2,114
Stock based compensation (in shares)		347,975
Excess tax benefits from stock plans			67	67
Retirement of common stock		$ (177)		(177)
Retirement of common stock (in shares)		(19,601)
Net loss			(11,569)	(11,569)
Balance at Mar. 31, 2018	$ 3,138	$ 307,634	$ (194,861)	$ 115,911
Balance (in shares) at Mar. 31, 2018	445,063	53,666,718

Consolidated Statements of Sha6

Consolidated Statements of Shareholders' Equity (Unaudited) (Parenthetical) $ in Thousands	9 Months Ended
	Mar. 31, 2018USD ($)
Statement Of Stockholders Equity [Abstract]
Offering costs incurred	$ 3,237

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
OPERATING ACTIVITIES:
Net loss	$ (11,569)	$ (2,095)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Non-cash stock based compensation	2,005	678
Gain on disposal of property and equipment	(112)	(59)
Non-cash interest and amortization of debt discount	100	98
Bad debt expense	506	577
Depreciation and amortization	5,858	3,774
Change in fair value of warrant liabilities		1,490
Excess tax benefits	67
Deferred income taxes, net	6,400	94
Deferred revenue	(185)
Recognition of deferred gain from sale-leaseback transactions	(143)	(646)
Changes in operating assets and liabilities:
Accounts receivable	(12,972)	(2,388)
Finance receivables	11,114	(2,113)
Inventory	(5,624)	(2,042)
Prepaid expenses and other assets	(564)	(406)
Accounts payable and accrued expenses	13,808	(1,257)
Net cash provided by (used in) operating activities	8,689	(4,295)
INVESTING ACTIVITIES:
Purchase of property and equipment, including rentals	(3,005)	(2,818)
Proceeds from sale of property and equipment, including rentals	252	105
Cash paid for assets acquired from Cantaloupe	(65,181)
Net cash used in investing activities	(67,934)	(2,713)
FINANCING ACTIVITIES:
Cash used in retirement of common stock	(156)	(31)
Proceeds from exercise of common stock options	109
Proceeds from exercise of common stock warrants		6,193
Payment of debt issuance costs	445	90
Proceeds from issuance of long-term debt	25,100
Proceeds from Revolving Credit Facility	12,500
Repayment of Revolving Credit Facility	(2,500)
Repayment of Line of Credit, net	(7,111)
Issuance of common stock in public offering, net	39,888
Repayment of capital lease obligations and long-term debt	(3,778)	(556)
Net cash provided by financing activities	63,607	5,516
Net increase (decrease) in cash and cash equivalents	4,362	(1,492)
Cash and cash equivalents at beginning of year	12,745	19,272
Cash and cash equivalents at end of period	17,107	17,780
Supplemental disclosures of cash flow information:
Interest paid in cash	$ 1,153	$ 528
Equity issued in connection with Cantaloupe Acquisition, net of post-working capital adjustment for retired shares	$ 19,789	$-
Equipment and software acquired under capital lease	$ 227	$ 326

BUSINESS

BUSINESS	9 Months Ended
	Mar. 31, 2018
BUSINESS
BUSINESS	1. BUSINESS USA Technologies, Inc. (the “Company”, “We”, “USAT”, or “Our”) was incorporated in the Commonwealth of Pennsylvania in January 1992. We are a provider of technology-enabled solutions and value-added services that facilitate electronic payment transactions and 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 industry 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, 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. 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, the Company acquired all of the outstanding equity interests of Cantaloupe Systems, Inc. (“Cantaloupe”), pursuant to the Agreement and Plan of Merger (“Merger Agreement”). 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, 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 combined product offering provides 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 The accompanying unaudited consolidated financial statements of 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 Annual Report on Form 10-K for the year ended June 30, 2017. 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 nine months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending June 30, 2018. The balance sheet at June 30, 2017 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 of prior year’s data have been made to conform to current year’s presentation. As disclosed in Note 3, the Company incurred integration and acquisition costs during the current fiscal year 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.

ACCOUNTING POLICIES

ACCOUNTING POLICIES	9 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
ACCOUNTING POLICIES	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 on the carrying amount of the reporting unit when measuring the goodwill impairment 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 tests to be performed on testing dates after July 1, 2017, which did not impact our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting, which modifies the accounting for certain aspects of share-based payments to employees. The new guidance requires excess tax benefits and tax deficiencies to be recorded 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 clarifies that all cash payments made to tax authorities on an employee’s behalf for withheld shares should be presented as 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 accordance with the guidance. Adoption of the new standard resulted in the recognition of $31 thousand of excess tax benefits in the Company's provision for income taxes for the nine months ended March 31, 2018. 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 amounting to $67 thousand were credited to accumulated deficit. The adoption of ASU No. 2016-09 did not impact our statement of cash flows for the nine months ended March 31, 2017. Accounting pronouncements to be 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 consolidated financial position, results of operations or cash flows. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606) (“the New Standard”). This New Standard was amended by ASU No. 2015-14, issued in August 2015, which deferred the original effective date by one year. The New Standard 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 rising from contracts with customers. The New Standard 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 New Standard. The Company has completed its initial assessment work for the consolidated company, during which the Company identified 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. 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 the consolidated company. Lastly, the objectives of phase three will comprise effectively implementing the New Standard and embedding the new accounting treatment into the Company’s business processes and controls to support the financial reporting requirements. Phase two and three are expected to be completed in the fourth quarter of 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 New 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 New Standard 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 New Standard recognized at the date of initial application in retained earning – 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, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326).” The new guidance introduces the accounting for estimated credit losses pertaining to certain types of financial instruments, including but not limited to, trade and lease receivables. This pronouncement will be effective for fiscal years beginning after December 15, 2019. Early adoption of the guidance is permitted 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.” 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 significant 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 effect on the Company’s consolidated 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.

ACQUISITION

ACQUISITION	9 Months Ended
	Mar. 31, 2018
ACQUISITION.
ACQUISITION	3. ACQUISITION OF CANTALOUPE SYSTEMS, INC. On November 9, 2017, the Company acquired all of the outstanding equity interests of Cantaloupe pursuant to the Merger Agreement, for approximately $84.7 million in aggregate consideration. Cantaloupe is a premier provider of cloud and mobile solutions for vending, micro markets, and office coffee service. The acquisition expanded the Company’s existing platform to become an end-to-end enterprise platform integrating Cantaloupe’s Seed Cloud which provides cloud and mobile solutions for dynamic route scheduling, automated pre-kitting, responsive merchandising, inventory management, warehouse and accounting management, as well as cashless vending. In addition to new technology and services, due to Cantaloupe’s existing customer base, the acquisition expands the Company’s footprint into new global markets. The fair value of the purchase price consideration consisted of the following: ($ in thousands) Cash consideration, net of cash acquired (1) $ (65,181) USAT shares issued as stock consideration (2) (19,810) Post-closing adjustment for working capital (3) 253 Total consideration $ (84,738) (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 terms 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. (3) During the third quarter ended March 31, 2018, the Company recorded a receivable of $232 thousand and cancelled 3,577 of our shares that had been held in escrow with a fair value of $21 thousand to reflect the final net working capital adjustment, as set forth in the Merger Agreement. The Company financed a portion of the purchase price with proceeds from a $25.0 million term loan (“Term Loan”) 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 $35.0 million. Refer to Note 10 for additional details. The acquisition of Cantaloupe was accounted for as a business combination using the acquisition method. Under the acquisition method of accounting, the assets acquired and liabilities assumed in the transaction were recorded at the date of acquisition at their respective fair values using assumptions that are subject to change. The Company has not finalized its valuation of certain assets and liabilities recorded in connection with this transaction. Thus, the estimated measurements recorded to date are subject to change and any changes will be recorded as adjustments to the fair value of those assets and liabilities and residual amounts will be allocated to goodwill. The final valuation adjustments may also require adjustment to the consolidated statements of operations and cash flows. The final determination of these fair values will be completed as soon as possible but no later than one year from the acquisition date. The following table summarizes the fair value of total consideration transferred to the holders of all of the outstanding equity interests of Cantaloupe at the acquisition date of November 9, 2017: Cantaloupe ($ 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 52,704 Total assets acquired 94,946 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 $ 84,738 Amounts allocated to intangible assets included $18.9 million related to customer relationships, $10.3 million related to developed technology, and $1.6 million related to trade names. The fair value 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 relief from royalty method. The estimated useful life of the acquired intangible assets ranged from 6 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 $52.7 million arising from the acquisition includes the expected synergies between Cantaloupe and the Company, the value of the employee workforce, and intangible assets that do not qualify for separate recognition at 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 the three and nine months ended March 31, 2018 is $8.9 million and $13.6 million, respectively. The amount of Cantaloupe earnings included in the Company’s Consolidated Statements of Operations for the three and nine months ended March 31, 2018 is $0.9 million and $2.7 million, respectively. The Cantaloupe earnings for the three and nine months ended March 31, 2018 included an income tax provision of $0.3 million and an income tax benefit of $1.4 million, respectively. Supplemental disclosure of pro forma information The following supplemental unaudited pro forma information presents the combined results of USAT and Cantaloupe as if the acquisition of Cantaloupe occurred on July 1, 2016. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been made on July 1, 2016, nor are they indicative of any future results. The pro forma results include adjustments for the preliminary purchase accounting impact of the Cantaloupe acquisition (including, but not limited to, amortization associated with the acquired intangible assets, and the interest expense and amortization of deferred financing fees associated with the Term Loan and Revolving Credit Facility that 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 March 31, Nine months ended March 31, (In thousands, except per share data) 2018 2017 2018 2017 Revenues $ 35,832 $ 32,265 $ 103,474 $ 86,969 Net income (loss) attributable to USAT 2,488 (339) (8,064) (6,898) Net income (loss) attributable to USAT common shares $ 2,154 $ (673) $ (8,732) $ (7,566) Net income (loss) per share: Basic $ 0.04 $ (0.01) $ (0.16) $ (0.14) Diluted $ 0.04 $ (0.01) $ (0.16) $ (0.14) Weighted average number of common shares outstanding: Basic 53,637,085 53,334,396 53,601,684 52,686,654 Diluted 54,234,566 53,334,396 53,601,684 52,686,654 The supplemental unaudited pro forma earnings for the three and nine months ended March 31, 2018 were adjusted to exclude $1.7 million and $5.8 million of integration and acquisition costs, respectively. The supplemental unaudited pro forma earnings for the nine months ended March 31, 2017 were adjusted to include $5.8 million of integration and acquisition costs.

RESTRUCTURING_INTEGRATION COSTS

RESTRUCTURING/INTEGRATION COSTS	9 Months Ended
	Mar. 31, 2018
RESTRUCTURING/INTEGRATION COSTS
RESTRUCTURING/INTEGRATION COSTS	4. RESTRUCTURING/INTEGRATION COSTS Subsequent to the Cantaloupe acquisition, the Company has initiated workforce reductions to integrate the Cantaloupe business. For the three and nine months ended March 31, 2018, severance charges for these activities totaled $338 thousand and $381 thousand, respectively. The Company has included these severance charges under “Integration and acquisition costs” within the Consolidated Statements of Operations, with the remaining outstanding balance included within “Accrued expenses” on the Consolidated Balance Sheet. Liabilities for severance will generally be paid during the next twelve months. The following table summarizes the Company’s severance activity for the three and nine months ended March 31, 2018 (in thousands): Workforce ($ in thousands) reduction Balance at July 1, 2017 $ — Additional liability recorded — Less cash payments — Balance at September 30, 2017 — Additional liability recorded Less cash payments Balance at December 31, 2017 Additional liability recorded Less cash payments Balance at March 31, 2018 $

FINANCE RECEIVABLES

FINANCE RECEIVABLES	9 Months Ended
	Mar. 31, 2018
Receivables [Abstract]
FINANCE RECEIVABLES	5. FINANCE RECEIVABLES Finance receivables consist of the following: March 31, June 30, ($ in thousands) 2018 2017 Finance receivables, current $ 3,904 $ 11,010 Finance receivables, non-current 9,679 8,607 Total finance receivables $ 13,583 $ 19,617 The Company routinely evaluates outstanding finance receivables for impairment based on past due balances or accounts otherwise determined to be at a higher risk of loss. A finance receivable is classified as nonperforming if it is considered probable the Company will be unable to collect all contractual interest and principal payments as scheduled. In addition, all leases and all customer accounts over ninety days past due are considered nonperforming and on nonaccrual status. At March 31, 2018 and June 30, 2017, credit quality indicators consisted of the following: March 31, June 30, ($ in thousands) 2018 2017 Performing $ 13,508 $ 19,515 Nonperforming 75 102 Total $ 13,583 $ 19,617 Age Analysis of Past Due Finance Receivables As of March 31, 2018 30 and Under 31 – 60 61 – 90 Greater than Total Days Past Days Past Days Past 90 Days Past Finance ($ in thousands) Current Due Due Due Due Receivables QuickStart Leases $ 13,010 $ 275 $ 200 $ 23 $ 75 $ 13,583 Age Analysis of Past Due Finance Receivables As of June 30, 2017 30 and Under 31 – 60 61 – 90 Greater than Total Days Past Days Past Days Past 90 Days Past Finance ($ in thousands) Current Due Due Due Due Receivables QuickStart Leases $ 19,515 $ 29 $ 3 $ 35 $ 35 $ 19,617

INVENTORY

INVENTORY	9 Months Ended
	Mar. 31, 2018
INVENTORY
INVENTORY	6. INVENTORY Inventory, net of reserves, was $11.0 million and $4.6 million as of March 31, 2018 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 nine months ended March 31, 2018, 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.

EARNINGS PER SHARE

EARNINGS PER SHARE	9 Months Ended
	Mar. 31, 2018
Earnings Per Share [Abstract]
EARNINGS PER SHARE	7. EARNINGS (LOSS) PER SHARE The calculation of basic earnings (loss) per share (“EPS”) and diluted EPS are presented below: Three months ended March 31, 2018 2017 Net Income Shares Per-Share Net Income Shares Per-Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount Net income from continuing operations $ 1,160 $ 136 Less: Preferred stock dividends (334) (334) Basic EPS Net income (loss) available to common shareholders 826 53,637,085 $ 0.02 (198) 40,327,697 $ (0.00) Effect of Dilutive Securities Incremental shares - 597,481 (a) - - (a) Diluted EPS Net income (loss) available to common shareholders plus assumed conversions $ 826 54,234,566 $ 0.02 $ (198) 40,327,697 $ (0.00) Nine months ended March 31, 2018 2017 Net Loss Shares Per-Share Net Loss Shares Per-Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount Net loss from continuing operations $ (11,569) $ (2,095) Less: Preferred stock dividends (668) (668) Basic EPS Net loss available to common shareholders (12,237) 51,101,813 $ (0.24) (2,763) 39,703,690 $ (0.07) Effect of Dilutive Securities Incremental shares - - (a) - - (a) Diluted EPS Net loss available to common shareholders plus assumed conversions $ (12,237) 51,101,813 $ (0.24) $ (2,763) 39,703,690 $ (0.07) (a) 103,560, 621,428, 393,622 and 698,812 shares were excluded for the three and nine months ended March 31, 2018 and 2017, respectively, as the effects would be anti-dilutive. The changes in the average number of shares that were anti-dilutive in the nine months ended March 31, 2018 compared to the same period last year, were due to warrants exercised in connection with our common stock during September 2016.

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	9 Months Ended
	Mar. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS	8. GOODWILL AND INTANGIBLES Intangible asset balances and goodwill consisted of the following: As of March 31, 2018 Accumulated Amortization ($ in thousands) Gross Amortization Net Period Intangible assets: Non-compete agreements 2 (2) — 2 years Brand and tradenames 1,695 (160) 1,535 3 - 7 years Developed technology 10,939 (960) 9,979 5 - 6 years Customer relationships 19,049 (444) 18,605 10 - 18 years Total intangible assets $ 31,685 $ (1,566) $ 30,119 Goodwill 64,196 — 64,196 Indefinite Total intangible assets & goodwill $ 95,881 (1,566) $ 94,315 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 nine months ended March 31, 2018 there was $0.8 million and $1.3 million in amortization expense related to intangible assets, respectively, as compared to the three and nine months ended March 31, 2017, for which there was $45 thousand and $132 thousand in amortization expense related to intangible assets, respectively. As referenced in Note 3 and set forth in the Merger Agreement, the Company finalized a post-working capital adjustment of $253 thousand during the quarter ended March 31, 2018. Accordingly, this post-working capital adjustment is reflected within goodwill as of March 31, 2018.

LINE OF CREDIT

LINE OF CREDIT	9 Months Ended
	Mar. 31, 2018
Line Of Credit Facility [Abstract]
LINE OF CREDIT	9. LINE OF CREDIT During the fiscal year ended June 30, 2016, the Company entered into a Loan and Security Agreement and other ancillary documents (as amended, the “Heritage Loan Documents”) with Heritage Bank of Commerce (“Heritage Bank”), providing for a secured asset-based revolving line of credit in an amount of up to $12.0 million (the “Line of Credit”) at an interest rate calculated based on the Federal Reserve’s Prime plus 2.25%. The 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, the Company entered into the third amendment with Heritage Bank that extended the maturity date of the Line of Credit from March 29, 2017 to September 30, 2018. On November 9, 2017, the Company paid all amounts due in respect of principal, interest, and fees, and satisfied all of its obligations under the Loan and Security Agreement dated as of March 29, 2016, as amended, and ancillary agreements by and between the Company and Heritage Bank of Commerce. The Company recorded a charge of $55 thousand to write-off any remaining deferred financing costs related to the Line of Credit to interest expense in the quarter ending 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 Line of Credit at March 31, 2018.

DEBT

DEBT	9 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
DEBT	10. DEBT Revolving Credit Facility and Term Loan On November 9, 2017, in connection with the 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 Lender (i) made a $25 million Term Loan to the Company and (ii) provided the Company with the Revolving Credit Facility 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 borrowings 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 ($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. The Term Loan, all advances under the Revolving Credit Facility, and all other obligations must be paid in full at maturity, on November 9, 2022. 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 nine months ended March 31, 2018 is LIBOR plus 4%. The Term Loan and Revolving Credit Facility contain customary representations and warranties and affirmative and negative covenants and require the Company to maintain a minimum quarterly Total Leverage Ratio and Fixed Charge Coverage Ratio. As of March 31, 2018, the outstanding balances for the Revolving Credit Facility and the Term Loan were $10.0 million and $ 24.0 million, respectively. Other Long-Term Borrowings The Company periodically enters into capital lease obligations to finance network servers, computers, office furniture and equipment related support for use in its daily operations. During the nine months ended March 31, 2018, the Company entered into capital lease obligations totaling $227 thousand, comprised of monthly installments 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 with an outstanding balance of $1.6 million as of March 31, 2018, comprised of: (i) $491 thousand of promissory notes bearing an interest rate of a 5% and maturing on April 5, 2020 with principal and interest payments due monthly; (ii) $769 thousand of promissory notes bearing an interest rate of 10% and maturing on September 30, 2021 with principal and interest payments due quarterly; and (iii) $317 thousand of promissory notes bearing an interest rate of 12% and maturing on December 15, 2019 with principal and interest payments due quarterly.

FAIR VALUE OF FINANCIAL INSTRUM

FAIR VALUE OF FINANCIAL INSTRUMENTS	9 Months Ended
	Mar. 31, 2018
Fair Value Disclosures [Abstract]
FAIR VALUE OF FINANCIAL INSTRUMENTS	11. FAIR VALUE OF FINANCIAL INSTRUMENTS As of March 31, 2018, 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 purchase shares of the Company’s common stock. The Level 3 financial instruments included features requiring liability treatment of the warrants, 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.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Mar. 31, 2018
Income Tax Disclosure [Abstract]
INCOME TAXES	12. 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 US Securities and Exchange Commission (“SEC”) has recognized the complexity of reflecting the impacts of the Act, and on December 22, 2017 issued guidance in Staff Accounting Bulletin 118 (“SAB 118”), which clarifies accounting for income taxes under FASB Accounting Standards Codification ASC (“ASC”) 740 if information is not yet available or complete and provides for up to a one year period in which to complete 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. The various provisions under the Act deemed most relevant to the Company have been considered in preparation of its financial statements as of March 31, 2018. To the extent that clarifications or interpretations materialize in the future that would impact upon the effects of the Act incorporated into the March 31, 2018 financial statements, those effects will be reflected in the future as or if they materialize. For the three months ended March 31, 2018, the Company recorded income tax benefits of $2.1 million (substantially all deferred income taxes). For the nine months ended March 31, 2018 a tax provision of $6.5 million was recorded which included a charge of $6.6 million related to the tax rate reduction of the Act. The benefit and provision are based upon income (loss) before income taxes using an estimated annual effective income tax rate for the year ending June 30, 2018 of 2%, which was impacted by the effect of permanent differences. The tax rate reduction related to the Act was treated as a discrete item in the tax provision for the nine months ended March 31, 2018. 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 $13.2 million, 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 tax rate reduction of the Act for the deferred tax assets acquired. For the three and nine months ended March 31, 2017, income tax provisions of $0.2 million and $0.1 million, respectively, (substantially all deferred income taxes) were recorded. The provisions are based upon income before income taxes using an estimated annual effective income tax rate of 31% for the fiscal year ended June 30, 2017. The provision for the nine months ended March 31, 2017 consists of a charge for the tax effect of the change in the fair value of warrant liabilities which was treated discretely offset by a tax benefit based upon income before benefit for income taxes using the estimated annual effective income tax rate of 23% for the fiscal year ended June 30, 2017. All of those warrants were exercised as of September 30, 2016.

EQUITY

EQUITY	9 Months Ended
	Mar. 31, 2018
EQUITY
EQUITY	13. EQUITY On July 25, 2017, 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. WARRANTS During the three and nine months ended March 31, 2018, no warrants were exercised as compared to the nine months ended March 31, 2017 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 nine months ended March 31, 2018 and 2017: Three months ended Nine months ended March 31, March 31, 2018 2017 2018 2017 Beginning balance 23,978 23,978 23,978 2,445,653 Issued — — — — Exercised — — — (2,401,408) Expired — — — — Cancelled — — — (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 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 for 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. 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 and Chief Financial Officer to purchase up to 19,047 and 25,000 shares respectively of common stock at an exercise price of $5.25 per share. The Chief Executive Officer options vest on August 16, 2018, expiring if not exercised prior to August 16, 2024. The Chief Financial Officer 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 Chief Executive Officer options are intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended, and the Chief Financial Officer options are non-qualified stock options. The fair value of options granted during the three and nine months ended March 31, 2018 was determined using the following weighted average assumptions: Nine months ended March 31, 2018 2017 Expected volatility (percent) 50.2 - 50.9 49.0 - 50.0 Expected life (years) 4.0 - 4.5 3.0 - 4.0 Expected dividends — — Risk-free interest rate (percent) 1.64 - 1.72 1.06 - 1.90 Number of options granted 179,047 125,080 Weighted average exercise price $ 5.66 $ 4.17 Weighted average grant date fair value $ 2.42 $ 1.68 Stock based compensation related to all stock options for the three and nine months ended March 31, 2018 was $127 thousand and $403 thousand, respectively, and $61 thousand and $155 thousand for the three and nine months ended March 31, 2017, respectively. COMMON STOCK On July 1, 2017, $90 thousand of stock grants were awarded to each non-employee Director based on the closing price of the Company’s Common Stock on June 8, 2017 (the date for which the stock grants were initially approved), for a total of 98,184 shares. The shares vest ratably on a monthly basis over the two year period following July 1, 2017. The total expense recognized for these grants for the nine months ended March 31, 2018 was $394 thousand. During the nine months ended March 31, 2018, the Company awarded an aggregate of 177,363 shares to its Chief Executive Officer, Chief Financial Officer and Chief Services Officer under its fiscal year 2017 long term stock incentive plan and an aggregate of 9,472 shares to three 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 of June 30, 2018 as compared to total number of connections as of June 30, 2017 (40% weighting) and adjusted EBITDA earned during the 2018 fiscal year as compared to the adjusted EBITDA earned during the 2017 fiscal year (60% weighting). If none of the minimum threshold year-over-year percentage target goals are achieved, the executive officers would not be awarded any shares. If all of the year-over-year percentage target goals are achieved, 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), and Chief Product Officer - $280,000 (100% of base salary and to be prorated to reflect the actual period of employment during the fiscal year). If all of 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 - $420,000 (150% of base salary and to be prorated to reflect the actual period of employment during the fiscal year). Assuming the minimum threshold year-over-year percentage target goal would be achieved for a particular metric, the number of shares to be awarded for that metric would be determined on a pro rata basis, provided that the award would not exceed the maximum distinguished award for that metric. The shares awarded under the 2018 LTI Stock Plan would vest as follows: one-third at the time of issuance; one-third on June 30, 2019; and one-third on June 30, 2020. The Company had long-term stock incentive plans (“LTI”) in prior fiscal years for its then executive officers. Stock based compensation related to the LTI plans was as follows in the three and nine months ended March 31, 2018 and 2017: Three months ended Nine months ended March 31, March 31, ($ in thousands, except per share data) 2018 2017 2018 2017 FY18 LTI Plan $ 287 $ — $ 777 $ — FY17 LTI Plan 64 81 192 236 FY16 LTI Plan 9 23 28 73 FY15 LTI Plan — 3 — 6 Total $ 360 $ 107 $ 997 $ 315

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	14. 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 acquired 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 $48 thousand due each month through its January 31, 2020 expiration date. From time to time, the Company is involved in various legal proceedings arising during the normal course of business. In the opinion of the Company’s management, these proceedings will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	15. SUBSEQUENT EVENTS On April 14, 2018, the Company and Mr. Arora (Chief Product Officer) entered into a Separation Agreement and Release (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Arora resigned as Chief Product Officer effective April 16, 2018. Mr. Arora was a founder and, prior to the acquisition, had been the Chief Executive Officer of Cantaloupe. The severance and benefits to be provided to Mr. Arora under the Separation Agreement include: (i) an amount equal to his base salary of $280 thousand plus an additional $370 thousand, payable on the Company’s regular payroll dates for a period of one year following the date of his resignation; (ii) group medical and dental insurance coverage for one year to Mr. Arora and his eligible dependents; (iii) subject to achievement of the target goals under the Company’s Fiscal Year 2018 Long-Term Stock Incentive Plan, and subject to the terms thereof, the Company will issue to Mr. Arora the number of shares of common stock which may be earned by him under the plan on a prorated basis to reflect the period of time he was employed by the Company during the fiscal year; and (iv) subject to achievement of the target goals under the Company’s Fiscal Year 2018 Short-Term Cash Incentive Plan, and subject to the terms thereof, the Company will pay to Mr. Arora the cash bonus which may be earned by him under the plan on a prorated basis to reflect the period of time he was employed by the Company during the fiscal year. The Separation Agreement also provides that certain terms of Mr. Arora’s Employment Agreement (relating to, among other things, non-competition, non-solicitation, inventions, and confidentiality) shall remain in full force and effect in accordance with their terms. Total severance costs of approximately $700 thousand related to the Separation Agreement are anticipated during the fourth quarter ended June 30, 2018. On May 9, 2018, the Company filed a Form S-1 registration statement with the Securities and Exchange Commission relating to the proposed public offering of approximately $50 million of shares of common stock to be sold by the Company, and 553,187 shares to be resold by certain selling shareholders. In addition, the Company expects to grant to the underwriter a 30-day option to purchase up to an additional 15% of the total shares sold in the offering to cover over-allotments.

ACCOUNTING POLICIES (Policies)

ACCOUNTING POLICIES (Policies)	9 Months Ended
	Mar. 31, 2018
ACCOUNTING POLICIES
RECENT ACCOUNTING PRONOUNCEMENTS	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 on the carrying amount of the reporting unit when measuring the goodwill impairment 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 tests to be performed on testing dates after July 1, 2017, which did not impact our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting, which modifies the accounting for certain aspects of share-based payments to employees. The new guidance requires excess tax benefits and tax deficiencies to be recorded 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 clarifies that all cash payments made to tax authorities on an employee’s behalf for withheld shares should be presented as 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 accordance with the guidance. Adoption of the new standard resulted in the recognition of $31 thousand of excess tax benefits in the Company's provision for income taxes for the nine months ended March 31, 2018. 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 amounting to $67 thousand were credited to accumulated deficit. The adoption of ASU No. 2016-09 did not impact our statement of cash flows for the nine months ended March 31, 2017. Accounting pronouncements to be 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 consolidated financial position, results of operations or cash flows. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606) (“the New Standard”). This New Standard was amended by ASU No. 2015-14, issued in August 2015, which deferred the original effective date by one year. The New Standard 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 rising from contracts with customers. The New Standard 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 New Standard. The Company has completed its initial assessment work for the consolidated company, during which the Company identified 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. 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 the consolidated company. Lastly, the objectives of phase three will comprise effectively implementing the New Standard and embedding the new accounting treatment into the Company’s business processes and controls to support the financial reporting requirements. Phase two and three are expected to be completed in the fourth quarter of 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 New 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 New Standard 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 New Standard recognized at the date of initial application in retained earning – 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, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326).” The new guidance introduces the accounting for estimated credit losses pertaining to certain types of financial instruments, including but not limited to, trade and lease receivables. This pronouncement will be effective for fiscal years beginning after December 15, 2019. Early adoption of the guidance is permitted 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.” 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 significant 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 effect on the Company’s consolidated 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.

ACQUISITION (Tables)

ACQUISITION (Tables)	9 Months Ended
	Mar. 31, 2018
ACQUISITION.
Schedule of preliminary fair value of purchase price consideration	($ in thousands) Cash consideration, net of cash acquired (1) $ (65,181) USAT shares issued as stock consideration (2) (19,810) Post-closing adjustment for working capital (3) 253 Total consideration $ (84,738)
Schedule of pro forma operations results	Three months ended March 31, Nine months ended March 31, (In thousands, except per share data) 2018 2017 2018 2017 Revenues $ 35,832 $ 32,265 $ 103,474 $ 86,969 Net income (loss) attributable to USAT 2,488 (339) (8,064) (6,898) Net income (loss) attributable to USAT common shares $ 2,154 $ (673) $ (8,732) $ (7,566) Net income (loss) per share: Basic $ 0.04 $ (0.01) $ (0.16) $ (0.14) Diluted $ 0.04 $ (0.01) $ (0.16) $ (0.14) Weighted average number of common shares outstanding: Basic 53,637,085 53,334,396 53,601,684 52,686,654 Diluted 54,234,566 53,334,396 53,601,684 52,686,654
Schedule of fair value of total consideration transferred to the acquisition date	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 52,704 Total assets acquired 94,946 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 $ 84,738

RESTRUCTURING_INTEGRATION COS25

RESTRUCTURING/INTEGRATION COSTS (Tables)	9 Months Ended
	Mar. 31, 2018
RESTRUCTURING/INTEGRATION COSTS
Schedule of restructuring reserve and workforce reduction activities	The following table summarizes the Company’s severance activity for the three and nine months ended March 31, 2018 (in thousands): Workforce ($ in thousands) reduction Balance at July 1, 2017 $ — Additional liability recorded — Less cash payments — Balance at September 30, 2017 — Additional liability recorded Less cash payments Balance at December 31, 2017 Additional liability recorded Less cash payments Balance at March 31, 2018 $

FINANCE RECEIVABLES (Tables)

FINANCE RECEIVABLES (Tables)	9 Months Ended
	Mar. 31, 2018
Receivables [Abstract]
Schedule of finance receivables	March 31, June 30, ($ in thousands) 2018 2017 Finance receivables, current $ 3,904 $ 11,010 Finance receivables, non-current 9,679 8,607 Total finance receivables $ 13,583 $ 19,617
Schedule of credit quality indicators	March 31, June 30, ($ in thousands) 2018 2017 Performing $ 13,508 $ 19,515 Nonperforming 75 102 Total $ 13,583 $ 19,617
Schedule of age analysis of past due finance receivables	Age Analysis of Past Due Finance Receivables As of March 31, 2018 30 and Under 31 – 60 61 – 90 Greater than Total Days Past Days Past Days Past 90 Days Past Finance ($ in thousands) Current Due Due Due Due Receivables QuickStart Leases $ 13,010 $ 275 $ 200 $ 23 $ 75 $ 13,583 Age Analysis of Past Due Finance Receivables As of June 30, 2017 30 and Under 31 – 60 61 – 90 Greater than Total Days Past Days Past Days Past 90 Days Past Finance ($ in thousands) Current Due Due Due Due Receivables QuickStart Leases $ 19,515 $ 29 $ 3 $ 35 $ 35 $ 19,617

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	9 Months Ended
	Mar. 31, 2018
Earnings Per Share [Abstract]
Schedule of basic earnings per share and diluted earnings per share	Three months ended March 31, 2018 2017 Net Income Shares Per-Share Net Income Shares Per-Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount Net income from continuing operations $ 1,160 $ 136 Less: Preferred stock dividends (334) (334) Basic EPS Net income (loss) available to common shareholders 826 53,637,085 $ 0.02 (198) 40,327,697 $ (0.00) Effect of Dilutive Securities Incremental shares - 597,481 (a) - - (a) Diluted EPS Net income (loss) available to common shareholders plus assumed conversions $ 826 54,234,566 $ 0.02 $ (198) 40,327,697 $ (0.00) Nine months ended March 31, 2018 2017 Net Loss Shares Per-Share Net Loss Shares Per-Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount Net loss from continuing operations $ (11,569) $ (2,095) Less: Preferred stock dividends (668) (668) Basic EPS Net loss available to common shareholders (12,237) 51,101,813 $ (0.24) (2,763) 39,703,690 $ (0.07) Effect of Dilutive Securities Incremental shares - - (a) - - (a) Diluted EPS Net loss available to common shareholders plus assumed conversions $ (12,237) 51,101,813 $ (0.24) $ (2,763) 39,703,690 $ (0.07) (a) 103,560, 621,428, 393,622 and 698,812 shares were excluded for the three and nine months ended March 31, 2018 and 2017, respectively, as the effects would be anti-dilutive.

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	9 Months Ended
	Mar. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of intangible asset balances	As of March 31, 2018 Accumulated Amortization ($ in thousands) Gross Amortization Net Period Intangible assets: Non-compete agreements 2 (2) — 2 years Brand and tradenames 1,695 (160) 1,535 3 - 7 years Developed technology 10,939 (960) 9,979 5 - 6 years Customer relationships 19,049 (444) 18,605 10 - 18 years Total intangible assets $ 31,685 $ (1,566) $ 30,119 Goodwill 64,196 — 64,196 Indefinite Total intangible assets & goodwill $ 95,881 (1,566) $ 94,315 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

EQUITY (Tables)

EQUITY (Tables)	9 Months Ended
	Mar. 31, 2018
EQUITY
Schedule of common stock warrant activity	Three months ended Nine months ended March 31, March 31, 2018 2017 2018 2017 Beginning balance 23,978 23,978 23,978 2,445,653 Issued — — — — Exercised — — — (2,401,408) Expired — — — — Cancelled — — — (20,267) Ending balance 23,978 23,978 23,978 23,978
Schedule of stock option granted weighted average assumptions	Nine months ended March 31, 2018 2017 Expected volatility (percent) 50.2 - 50.9 49.0 - 50.0 Expected life (years) 4.0 - 4.5 3.0 - 4.0 Expected dividends — — Risk-free interest rate (percent) 1.64 - 1.72 1.06 - 1.90 Number of options granted 179,047 125,080 Weighted average exercise price $ 5.66 $ 4.17 Weighted average grant date fair value $ 2.42 $ 1.68
Schedule of stock based compensation related to the LTI plans	Three months ended Nine months ended March 31, March 31, ($ in thousands, except per share data) 2018 2017 2018 2017 FY18 LTI Plan $ 287 $ — $ 777 $ — FY17 LTI Plan 64 81 192 236 FY16 LTI Plan 9 23 28 73 FY15 LTI Plan — 3 — 6 Total $ 360 $ 107 $ 997 $ 315

ACCOUNTING POLICIES (Details)

ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Accounting Policies [Line Items]
Provision for income taxes		$ (2,138)	$ 209	$ 6,467	$ 94
Accounting standards update 2016-09
Accounting Policies [Line Items]
Provision for income taxes	$ 67			$ 31

ACQUISITION - Fair value of tot

ACQUISITION - Fair value of total consideration transferred (Details) - USD ($)	Nov. 09, 2017	Mar. 31, 2018	Mar. 31, 2018
Business Acquisition [Line Items]
Cash paid for assets acquired from Cantaloupe			$ (65,181,000)
Principal amount	$ 35,000,000
Term Loan
Business Acquisition [Line Items]
Principal amount	25,000,000
Revolving Credit Facility
Business Acquisition [Line Items]
Principal amount	10,000,000
Cantaloupe
Business Acquisition [Line Items]
Cash paid for assets acquired from Cantaloupe	(65,181,000)
USAT shares issued as stock consideration	(19,810,000)
Post-closing adjustment for working capital	253,000
Total consideration	$ (84,738,000)
Shares issued	3,423,367
Shares held under Escrow account	1,496,707	3,577
Value of shares	$ 8,700,000	$ 21,000	21,000
Shares holding period in Escrow	15 months
Receivable		$ 232	$ 232

ACQUISITION - Summary of fair v

ACQUISITION - Summary of fair value of total consideration (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Nov. 09, 2017	Jun. 30, 2017
Preliminary fair value of the net tangible assets acquired and liabilities assumed:
Goodwill	$ 64,196		$ 11,492
Cantaloupe
Preliminary fair value of the net tangible assets acquired and liabilities assumed:
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		52,704
Total assets acquired		94,946
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		$ 84,738

ACQUISITION - Amount allocated

ACQUISITION - Amount allocated to intangibles (Details) - USD ($) $ in Thousands	Nov. 09, 2017	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017	Jun. 30, 2017
Preliminary fair value of the net tangible assets acquired and liabilities assumed:
Revenues		$ 35,832	$ 26,460	$ 93,955	$ 69,804
Net income (loss)		1,160	136	(11,569)	(2,095)
Income tax benefit (expense)		(2,138)	$ 209	6,467	$ 94
Cantaloupe
Preliminary fair value of the net tangible assets acquired and liabilities assumed:
Intangibles	$ 30,800
Weighted average useful life	13 years
Net income (loss)		900		2,700
Income tax benefit (expense)		300		1,400
Cantaloupe | Revenue
Preliminary fair value of the net tangible assets acquired and liabilities assumed:
Revenues		$ 8,900		$ 13,600
Cantaloupe | Minimum
Preliminary fair value of the net tangible assets acquired and liabilities assumed:
Useful life	6 years
Cantaloupe | Maximum
Preliminary fair value of the net tangible assets acquired and liabilities assumed:
Useful life	18 years
Customer Relationships
Preliminary fair value of the net tangible assets acquired and liabilities assumed:
Useful life						10 years
Customer Relationships | Minimum
Preliminary fair value of the net tangible assets acquired and liabilities assumed:
Useful life				10 years
Customer Relationships | Maximum
Preliminary fair value of the net tangible assets acquired and liabilities assumed:
Useful life				18 years
Customer Relationships | Cantaloupe
Preliminary fair value of the net tangible assets acquired and liabilities assumed:
Intangibles	$ 18,900
Developed technology
Preliminary fair value of the net tangible assets acquired and liabilities assumed:
Useful life						5 years
Developed technology | Minimum
Preliminary fair value of the net tangible assets acquired and liabilities assumed:
Useful life				5 years
Developed technology | Maximum
Preliminary fair value of the net tangible assets acquired and liabilities assumed:
Useful life				6 years
Developed technology | Cantaloupe
Preliminary fair value of the net tangible assets acquired and liabilities assumed:
Intangibles	10,300
Trade name | Cantaloupe
Preliminary fair value of the net tangible assets acquired and liabilities assumed:
Intangibles	$ 1,600

ACQUISITION - Pro forma results

ACQUISITION - Pro forma results (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Business Acquisition [Line Items]
Basic (in dollars per share)	$ 0.02	$ 0	$ (0.24)	$ (0.07)
Diluted (in dollars per share)	$ 0.02	$ 0	$ (0.24)	$ (0.07)
Basic (in shares)	53,637,085	40,327,697	51,101,813	39,703,690
Diluted (in shares)	54,234,566	40,327,697	51,101,813	39,703,690
Excluded from unaudited pro forma earnings
Business Acquisition [Line Items]
Integration and acquisition costs	$ 1,700		$ 5,800	$ 5,800
Cantaloupe
Business Acquisition [Line Items]
Revenues	35,832	$ 32,265	103,474	86,969
Net loss attributable to USAT	2,488	(339)	(8,064)	(6,898)
Net loss attributable to USAT common shares	$ 2,154	$ (673)	$ (8,732)	$ (7,566)
Basic (in dollars per share)	$ 0.04	$ (0.01)	$ (0.16)	$ (0.14)
Diluted (in dollars per share)	$ 0.04	$ (0.01)	$ (0.16)	$ (0.14)
Basic (in shares)	53,637,085	53,334,396	53,601,684	52,686,654
Diluted (in shares)	54,234,566	53,334,396	53,601,684	52,686,654

RESTRUCTURING_INTEGRATION COS35

RESTRUCTURING/INTEGRATION COSTS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2018
RESTRUCTURING/INTEGRATION COSTS
Restructuring Reserve, Beginning Balance	$ 23
Additional liability recorded	338	$ 43	$ 381
Less cash payments	(166)	(20)
Restructuring Reserve, Ending Balance	$ 195	$ 23	$ 195

FINANCE RECEIVABLES - Informati

FINANCE RECEIVABLES - Information Regarding Finance Receivables (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Jun. 30, 2017
Receivables [Abstract]
Finance receivables, current	$ 3,904	$ 11,010
Finance receivables, non-current	9,679	8,607
Total Finance Receivables	$ 13,583	$ 19,617

FINANCE RECEIVABLES - Credit Ri

FINANCE RECEIVABLES - Credit Risk Profile Based on Payment Activity (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Jun. 30, 2017
Financing Receivable, Recorded Investment [Line Items]
Total finance receivables	$ 13,583	$ 19,617
Performing
Financing Receivable, Recorded Investment [Line Items]
Total finance receivables	13,508	19,515
Nonperforming
Financing Receivable, Recorded Investment [Line Items]
Total finance receivables	$ 75	$ 102

FINANCE RECEIVABLES - Age Analy

FINANCE RECEIVABLES - Age Analysis of Past Due Finance Receivables (Details) - QuickStart Leases - USD ($) $ in Thousands	Mar. 31, 2018	Jun. 30, 2017
30 and under days past due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	$ 13,010	$ 19,515
31 to 60 days past due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	275	29
61 to 90 days past due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	200	3
Greater than 90 days past due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	23	35
Performing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	13,583	19,617
Nonperforming
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	$ 75	$ 35

INVENTORY (Details)

INVENTORY (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017	Jun. 30, 2017
Inventory [Line Items]
Inventory, Net	$ 11,030		$ 11,030		$ 4,586
Cost of equipment	7,876	$ 7,959	21,909	$ 16,170
Cantaloupe | Fair value step-up
Inventory [Line Items]
Inventory, Net	23		23
Cost of equipment	$ 23		$ 23

EARNINGS PER SHARE - Calculatio

EARNINGS PER SHARE - Calculation of Earning Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Numerator for basic and diluted earnings per share
Net (loss) income from continuing operations	$ 1,160	$ 136	$ (11,569)	$ (2,095)
Less: Preferred stock dividends	(334)	(334)	(668)	(668)
Net (loss) income available to common shareholders	826	(198)	(12,237)	(2,763)
Net (loss) income available to common shareholders plus assumed conversions	$ 826	$ (198)	$ (12,237)	$ (2,763)
Denominator for basic earnings per share - Weighted average shares outstanding	53,637,085	40,327,697	51,101,813	39,703,690
Effect of dilutive potential common shares	597,481
Denominator for diluted earnings per share - Adjusted weighted average shares outstanding	54,234,566	40,327,697	51,101,813	39,703,690
Basic loss per share	$ 0.02	$ 0	$ (0.24)	$ (0.07)
Diluted loss per share	$ 0.02	$ 0	$ (0.24)	$ (0.07)

EARNINGS PER SHARE - Additional

EARNINGS PER SHARE - Additional Information (Details) - shares	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Earnings Per Share [Abstract]
Antidilutive shares excluded from the calculation of diluted earnings per shares	103,560	393,622	621,428	698,812

GOODWILL AND INTANGIBLE ASSET42

GOODWILL AND INTANGIBLE ASSETS - Summary of Amortizable Intangible Asset (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Mar. 31, 2018	Jun. 30, 2017
Finite-Lived Intangible Assets [Line Items]
Intangible assets gross	$ 31,685	$ 885
Accumulated amortization	(1,566)	(263)
Intangible assets, Net	30,119	622
Goodwill, Gross	64,196	11,492
Goodwill	64,196	11,492
Intangible Assets, Net (Including Goodwill) [Abstract]
Total intangible assets & goodwill gross	95,881	12,377
Total intangible assets & goodwill Net	94,315	12,114
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Intangible assets gross	2	2
Accumulated amortization	$ (2)	$ (2)
Amortization Period	2 years	2 years
Brand
Finite-Lived Intangible Assets [Line Items]
Intangible assets gross		$ 95
Accumulated amortization		(48)
Intangible assets, Net		$ 47
Amortization Period		3 years
Brand and tradenames
Finite-Lived Intangible Assets [Line Items]
Intangible assets gross	$ 1,695
Accumulated amortization	(160)
Intangible assets, Net	$ 1,535
Brand and tradenames | Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization Period	7 years
Brand and tradenames | Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization Period	3 years
Developed technology
Finite-Lived Intangible Assets [Line Items]
Intangible assets gross	$ 10,939	$ 639
Accumulated amortization	(960)	(191)
Intangible assets, Net	$ 9,979	$ 448
Amortization Period		5 years
Developed technology | Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization Period	6 years
Developed technology | Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization Period	5 years
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets gross	$ 19,049	$ 149
Accumulated amortization	(444)	(22)
Intangible assets, Net	$ 18,605	$ 127
Amortization Period		10 years
Customer Relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization Period	18 years
Customer Relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization Period	10 years

GOODWILL AND INTANGIBLE ASSET43

GOODWILL AND INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Thousands	Nov. 09, 2017	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Amortization expense of acquired intangible assets		$ 800	$ 45	$ 1,300	$ 132
Cantaloupe
Post-closing adjustment for working capital	$ 253

LINE OF CREDIT - Additional Inf

LINE OF CREDIT - Additional Information (Details) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2018	Mar. 31, 2018	Jun. 30, 2016	Dec. 31, 2017
Line of Credit Facility [Line Items]
Outstanding amount	$ 10,000,000	$ 10,000,000
Revolving Credit Facility
Line of Credit Facility [Line Items]
Outstanding amount	10,000,000	10,000,000
Revolving Credit Facility | Heritage Bank Of Commerce | Loan And Security Agreement
Line of Credit Facility [Line Items]
Maximum limit of amount under line of credit			$ 12,000,000
Line of credit facility, basis of measurement			Federal Reserve's Prime
Percentage of interest rate above prime rate			2.25%
Write off of Deferred Debt Issuance Cost	$ 55,000	$ 55,000
Outstanding amount				$ 0

DEBT (Details)

DEBT (Details) - USD ($)	Nov. 09, 2017	Mar. 31, 2018	Mar. 31, 2018	Dec. 31, 2017	Jun. 30, 2016
Line of Credit Facility [Line Items]
Repayment of line of credit, net			$ 7,111,000
Outstanding amount		$ 10,000,000	10,000,000
Cantaloupe
Line of Credit Facility [Line Items]
Borrowings under line of credit	$ 27,800,000
Revolving Credit Facility
Line of Credit Facility [Line Items]
Outstanding amount		$ 10,000,000	$ 10,000,000
Revolving Credit Facility | Credit Agreement | LIBOR
Line of Credit Facility [Line Items]
Interest rate		4.00%	4.00%
Revolving Credit Facility | Heritage Bank Of Commerce | Loan And Security Agreement
Line of Credit Facility [Line Items]
Maximum limit of amount under line of credit					$ 12,000,000
Repayment of line of credit, net	$ 7,200,000
Outstanding amount				$ 0
Revolving Credit Facility | JPMorgan Chase Bank, N.A | Credit Agreement
Line of Credit Facility [Line Items]
Debt instrument term	5 years
Borrowings under line of credit	$ 35,000,000
Maximum limit of amount under line of credit	12,500,000
Term Loan
Line of Credit Facility [Line Items]
Outstanding amount		$ 24,000,000	$ 24,000,000
Term Loan | JPMorgan Chase Bank, N.A | Credit Agreement
Line of Credit Facility [Line Items]
Borrowings under line of credit	$ 25,000,000

DEBT - Other long-term borrowin

DEBT - Other long-term borrowings (Details) - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2018	Nov. 09, 2017
Cantaloupe
Debt Instrument [Line Items]
Long-term debt	$ 1,600	$ 1,800
Cantaloupe | Notes due April 2020
Debt Instrument [Line Items]
Long-term debt	$ 491
Percentage of interest rates	5.00%
Cantaloupe | Notes due September 2021
Debt Instrument [Line Items]
Long-term debt	$ 769
Percentage of interest rates	10.00%
Cantaloupe | Notes due December 2019
Debt Instrument [Line Items]
Long-term debt	$ 317
Percentage of interest rates	12.00%
Capital Lease Obligations - Office and Network Equipment
Debt Instrument [Line Items]
Capital lease obligations	$ 227
Capital lease due in 36 monthly installment	$ 7
Term of capital lease	3 years

FAIR VALUE OF FINANCIAL INSTR47

FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value of the Company Financial Instruments that are Required to be Measured at Fair Value (Details) - USD ($)	9 Months Ended
	Mar. 31, 2018	Jun. 30, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair values of Level 3 financial instrument		$ 3,700,000
Fair value of common stock warrants		$ 2,200,000
Fair value transfers assets, Level 1 to Level 2	$ 0
Fair value transfers assets, Level 2 to Level 1	0
Fair Value transfers liabilities, Level 1 to Level 2	0
Fair Value transfers liabilities, Level 2 to Level 1	0
Warrants exercised	5,200,000
Fair Value Adjustment of Warrants	$ 1,500,000
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Valuation method used to determine fair value	proprietary valuation models

INCOME TAXES - (Details)

INCOME TAXES - (Details) - USD ($) $ in Thousands	Jan. 01, 2018	Dec. 31, 2017	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017	Jun. 30, 2017
Federal statutory rate	21.00%	34.00%
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount			$ 6,600
Effective Income Tax Rate Reconciliation, Percent					2.00%		31.00%
Income Tax Expense (Benefit)			(2,138)	$ 209	$ 6,467	$ 94
Charge related to the tax reduction Act			6,600
Effective Income Tax Rate Reconciliation, Deduction, Percent							23.00%
Cantaloupe
Income Tax Expense (Benefit)			300		1,400
Net operating loss carryforwards			$ 13,200		$ 13,200

EQUITY (Details)

EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands	Nov. 06, 2017	Jul. 25, 2017	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Class of Warrant or Right [Line Items]
Issuance of common stock as merger consideration (in shares)	3,423,367
Issuance of common stock as merger consideration	$ 19,800				$ 19,810
Number of warrants exercised			0		0
Proceeds from exercise of common stock warrants						$ 6,193
Stock purchase warrants
Class of Warrant or Right [Line Items]
Exercise Price Per Share				$ 2.6058		$ 2.6058
Proceeds from exercise of common stock warrants						$ 6,200
Class Of Warrant Or Right [Roll Forward]
Beginning balance			23,978	23,978	23,978	2,445,653
Exercised			0	0	0	(2,401,408)
Cancelled						(20,267)
Ending balance			23,978	23,978	23,978	23,978
Underwriting
Class of Warrant or Right [Line Items]
Issuance of common stock in relation to public offering, net of offering costs incurred of $3,237 (a) (in shares)		9,583,332
Public offering price		$ 4.50
Option to purchase additional shares		1,249,999
Gross proceeds		$ 43,100

EQUITY - Stock options (Detail)

EQUITY - Stock options (Detail) - Stock options	1 Months Ended		9 Months Ended
	Aug. 31, 2017$ / sharesshares	Jul. 31, 2017employeeshares	Mar. 31, 2018shares	Mar. 31, 2017shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option valuation method			Black-Scholes valuation model
Stock options granted		135,000	179,047	125,080
Number of employees | employee		11
2,018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		0.33%
2,019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		0.33%
2,020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		0.33%
Chief Executive Officer ("CEO")
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted	19,047
Granted | $ / shares	$ 5.25
Chief Financial Officer ("CFO")
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted	25,000
Granted | $ / shares	$ 5.25
Chief Financial Officer ("CFO") | 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	0.33%
Chief Financial Officer ("CFO") | 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	0.33%
Chief Financial Officer ("CFO") | 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	0.33%

EQUITY - Fair value of options

EQUITY - Fair value of options (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Jul. 31, 2017	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation		$ 360	$ 107	$ 997	$ 315
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted	135,000			179,047	125,080
Weighted average exercise price		$ 5.66	$ 4.17	$ 5.66	$ 4.17
Weighted average grant date fair value		$ 2.42	$ 1.68	$ 2.42	$ 1.68
Share-based Compensation		$ 127	$ 61	$ 403	$ 155
Stock options | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility (percent)				50.20%	49.00%
Expected life (years)				4 years	3 years
Risk-free interest rate (percent)				1.64%	1.06%
Stock options | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility (percent)				50.90%	50.00%
Expected life (years)				4 years 6 months	4 years
Risk-free interest rate (percent)				1.72%	1.90%

EQUITY - Long term incentive pl

EQUITY - Long term incentive plans (Detail) $ in Thousands	Jul. 01, 2017USD ($)shares	Mar. 31, 2018USD ($)employeeshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of non-employee | employee		3
Non Employee Director | Long Term Stock Incentive Plan (LTT)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted		9,472
Chief Executive Officer, Chief Services Officer, Chief Financial Officer | Long Term Stock Incentive Plan (LTT)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted		177,363
Common stock equivalents | Non Employee Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share granted, amount | $	$ 90
Number of shares granted	98,184
Vesting period	2 years
Total expense recognized | $		$ 394

EQUITY - Long term incentive 53

EQUITY - Long term incentive plans, executive officers (Detail) - Long Term Stock Incentive Plan (LTT) - USD ($)	9 Months Ended	12 Months Ended
	Mar. 31, 2018	Jun. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage total number of connections		40.00%
Percentage adjusted EBITDA earned		60.00%
Chief Executive Officer ("CEO")
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Officers compensation		$ 840,000
Percentage of shares awarded on target achievement		160.00%
Chief Financial Officer ("CFO")
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Officers compensation		$ 300,000
Percentage of shares awarded on target achievement		100.00%
Chief Services Officer ("CSO")
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Officers compensation		$ 275,000
Percentage of shares awarded on target achievement		100.00%
Chief Product Officer (CPO)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Officers compensation		$ 280,000
Percentage of shares awarded on target achievement		100.00%
Maximum | Chief Executive Officer ("CEO")
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Officers compensation		$ 1,260,000
Percentage of shares awarded on target achievement		240.00%
Maximum | Chief Financial Officer ("CFO")
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Officers compensation		$ 450,000
Percentage of shares awarded on target achievement		150.00%
Maximum | Chief Services Officer ("CSO")
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Officers compensation		$ 412,500
Percentage of shares awarded on target achievement		150.00%
Maximum | Chief Product Officer (CPO)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Officers compensation		$ 420,000
Percentage of shares awarded on target achievement		150.00%
2,018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	0.33%
2,019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	0.33%
2,020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	0.33%

EQUITY - Schedule of long term

EQUITY - Schedule of long term incentive plans (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation	$ 360	$ 107	$ 997	$ 315
FY18 LTI Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation	287		777
FY17 LTI Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation	64	81	192	236
FY16 LTI Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation	$ 9	23	$ 28	73
FY15 LTI Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation		$ 3		$ 6

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Other Leases - Additional Information (Details) $ in Thousands	9 Months Ended
	Mar. 31, 2018USD ($)ft²
Area of new premises (in square feet) | ft²	23,138
Monthly base rent | $	$ 47
Cantaloupe
Area of new premises (in square feet) | ft²	8,400
Monthly base rent | $	$ 48

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent Event - USD ($) $ in Thousands	May 09, 2018	Apr. 14, 2018	Jun. 30, 2018
Subsequent Event [Line Items]
Proceeds from issuance of common stock	$ 50,000
Common stock to be sold (shares)	553,187
Forecast
Subsequent Event [Line Items]
Total severance costs			$ 700
Chief Product Officer (CPO)
Subsequent Event [Line Items]
Base salary		$ 280
Additional salary payable		$ 370
Period of time additional salary is payable		1 year
Underwriting
Subsequent Event [Line Items]
30 day option	30 days
Option to purchase additional shares (percent)	15.00%