RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS | RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS Overview Concurrently with the filing of this Form 10-Q, the Company filed its Annual Report on Form 10-K for the fiscal year ended June 30, 2019 (the "Form 10-K") containing our audited consolidated financial statements for the fiscal years ended June 30, 2019 and 2018, which have not previously been filed, as well as restatements of the following previously filed consolidated financial statements: (i) our audited consolidated financial statements for the fiscal year ended June 30, 2017; (ii) our selected financial data as of and for the fiscal years ended June 30, 2017, 2016 and 2015 contained in Item 6 of the Form 10-K; and (iii) our unaudited condensed consolidated financial statements for the fiscal quarters ended September 30, 2017 and 2016, December 31, 2017 and 2016, and March 31, 2018 and 2017 in Note 20, “Unaudited Quarterly Data” of the Notes to Consolidated Financial Statements. We have not filed and do not intend to file amendments to any of our previously filed Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q for the periods affected by the restatements of our consolidated financial statements. In addition, we have not filed and do not intend to file a separate Annual Report on Form 10-K for the fiscal year ended June 30, 2018. Concurrent with this filing, we are filing our Quarterly Reports on Form 10-Q for each of the fiscal quarters ended December 31, 2018 and March 31, 2019 (together with this Form 10-Q, the “Fiscal Year 2019 Form 10-Qs”). We have not timely filed our Annual Report on Form 10-K for the fiscal year ended June 30, 2018 and the Fiscal Year 2019 Form 10-Qs as a result of the internal investigation of the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) and the subsequent restatement of certain of our prior period financial statements as more fully described below. Background On September 11, 2018, the Company announced that the Audit Committee with the assistance of independent legal and forensic accounting advisors, was in the process of conducting an internal investigation of current and prior period matters relating to certain of the Company’s contractual arrangements, including the accounting treatment, financial reporting and internal controls related to such arrangements. The Audit Committee’s investigation focused principally on certain customer transactions entered into by the Company during fiscal years 2017 and 2018. On January 14, 2019, the Company reported that the Audit Committee’s internal investigation was substantially completed, the principal findings of the internal investigation, and the remedial actions to be implemented by the Company as a result of the internal investigation. The Audit Committee found that, for certain of the customer transactions under review, the Company had prematurely recognized revenue. The Audit Committee proposed certain adjustments to previously reported revenues related to fiscal quarters occurring during the 2017 and 2018 fiscal years of the Company. In most cases, revenues that had been recognized prematurely were, or were expected to be, recognized in subsequent quarters, including quarters subsequent to the quarters impacted by the investigative findings. The investigation further found that certain items that had been recorded as expenses, such as the payment of marketing or servicing fees, were more appropriately treated as contra-revenue items in earlier fiscal quarters. On February 4, 2019, the Board of Directors of the Company, upon the recommendation of the Audit Committee, and based upon the adjustments to previously reported revenues proposed by the Audit Committee, determined that the following financial statements previously issued by the Company should no longer be relied upon: (1) the audited consolidated financial statements for the fiscal year ended June 30, 2017; and (2) the quarterly and year-to-date unaudited condensed consolidated financial statements for September 30, 2017, December 31, 2017, and March 31, 2018. On October 7, 2019, the Board of Directors of the Company, upon the recommendation of the Audit Committee, and based upon the non-investigatory adjustments described below, determined that the following financial statements previously issued by the Company should no longer be relied upon: (1) the audited consolidated financial statements for the fiscal year ended June 30, 2015; (2) the audited consolidated financial statements for the fiscal year ended June 30, 2016; and (3) the quarterly and year-to-date unaudited condensed consolidated financial statements for September 30, 2016, December 31, 2016, and March 31, 2017. In addition to the Audit Committee investigation matter described above, the Company also corrected for (i) out of period adjustments and errors related to the Company's acquisition and financial integration of Cantaloupe and (ii) out of period adjustments and errors identified during management's review of significant accounts and transactions. The acquisition and financial integration-related adjustments referred to in (i) above were made in the restatement and relate to errors in the purchase accounting for our acquisition of Cantaloupe and errors in periods subsequent to the acquisition resulting from an ineffective integration of the financial systems and processes of the acquired entity with those of the Company. The significant account and transaction review adjustments referred to in (ii) above were made in the restatement and relate to revenue recognition, deferred income tax accounting, sales-tax reserves, reserves for bad debts, inventory reserves, sale-leaseback accounting, balance sheet classification of preferred stock, and various other matters. Effect of Restatement on Previously Filed September 30, 2017 Form 10-Q A summary of the impact of these matters on income (loss) before taxes is presented below: ($ in thousands) Increase / (Decrease) Restatement Impact Three months ended September 30, 2017 Audit Committee Investigation-related Adjustments: Revenue $ (411 ) Costs of sales $ 165 Gross profit $ (576 ) Operating loss $ (576 ) Loss before income taxes $ (576 ) Significant Account and Transaction Review and Other: Revenue $ 53 Costs of sales $ 497 Gross profit $ (444 ) Operating loss $ (622 ) Loss before income taxes $ (886 ) A summary of the impact of these matters on the condensed consolidated balance sheet is presented below, excluding any tax effect from the restatement adjustments in the aggregate: ($ in thousands) Increase / (Decrease) Restatement Impact As of September 30, 2017 Audit Committee Investigation-related Adjustments: Accounts receivable $ (315 ) Finance receivables, net $ (1,640 ) Inventory, net $ 941 Prepaid expenses and other current assets $ 25 Other assets $ 82 Accounts payable $ 270 Accrued expenses $ 803 Significant Account and Transaction Review and Other: Accounts receivable $ 77 Inventory, net $ (305 ) Prepaid expenses and other current assets $ (136 ) Other assets $ (543 ) Property and equipment, net $ (1,149 ) Accounts payable $ 25 Accrued expenses $ 8,319 Capital lease obligations and current obligations under long-term debt $ (21 ) Deferred revenue $ (27 ) Deferred gain from sale-leaseback transactions $ (198 ) Deferred gain from sale-leaseback transactions, less current portion $ (99 ) Common stock $ (166 ) The restatement adjustments were tax effected and any tax adjustments reflected in the condensed consolidated financial statements in this note relate entirely to the tax effect on the restatement adjustments. The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company's previously reported financial statements as of and for the three months ended September 30, 2017. The effect of the restatement on the previously filed condensed consolidated balance sheet as of September 30, 2017 is as follows: As of September 30, 2017 ($ in thousands) As Previously Reported Adjustments As Restated Assets Current assets: Cash and cash equivalents $ 51,870 $ — $ 51,870 Accounts receivable 10,288 (473 ) 9,815 Finance receivables, net 3,082 (1,641 ) 1,441 Inventory, net 8,240 636 8,876 Prepaid expenses and other current assets 1,122 (66 ) 1,056 Total current assets 74,602 (1,544 ) 73,058 Non-current assets: Finance receivables due after one year, net 7,742 — 7,742 Other assets 750 (461 ) 289 Property and equipment, net 11,850 (1,149 ) 10,701 Deferred income taxes 28,205 (28,205 ) — Intangibles, net 578 — 578 Goodwill 11,492 — 11,492 Total non-current assets 60,617 (29,815 ) 30,802 Total assets $ 135,219 $ (31,359 ) $ 103,860 Liabilities, convertible preferred stock and shareholders’ equity Current liabilities: Accounts payable $ 14,211 $ 295 $ 14,506 Accrued expenses 3,795 8,422 12,217 Line of credit, net 7,051 — 7,051 Capital lease obligations and current obligations under long-term debt 2,649 (21 ) 2,628 Income taxes payable 10 (10 ) — Deferred revenue — 439 439 Deferred gain from sale-leaseback transactions 197 (197 ) — Total current liabilities 27,913 8,928 36,841 Long-term liabilities: Deferred income taxes — 109 109 Capital lease obligations and long-term debt, less current portion 1,049 — 1,049 Accrued expenses, less current portion 62 — 62 Deferred gain from sale-leaseback transactions, less current portion 99 (99 ) — Total long-term liabilities 1,210 10 1,220 Total liabilities $ 29,123 $ 8,938 $ 38,061 Commitments and contingencies Convertible preferred stock: Series A convertible preferred stock, 900,000 shares authorized, 445,063 issued and outstanding, with liquidation preference of $19,109 at September 30, 2017 — 3,138 3,138 Shareholders’ equity: Preferred stock, no par value, 1,800,000 shares authorized, no shares issued — — — Series A convertible preferred stock, 900,000 shares authorized, 445,063 issued and outstanding, with liquidation preference of $19,109 at September 30, 2017 3,138 (3,138 ) — Common stock, no par value, 640,000,000 shares authorized, 50,194,731 shares issued and outstanding at September 30, 2017 286,463 (167 ) 286,296 Accumulated deficit (183,505 ) (40,130 ) (223,635 ) Total shareholders’ equity 106,096 (43,435 ) 62,661 Total liabilities, convertible preferred stock and shareholders’ equity $ 135,219 $ (31,359 ) $ 103,860 The effect of the restatement on the previously filed condensed consolidated statement of operations for the three months ended September 30, 2017 is as follows: Three months ended September 30, 2017 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated Revenue: License and transaction fees $ 19,944 $ (547 ) $ 19,397 Equipment sales 5,673 189 5,862 Total revenue 25,617 (358 ) 25,259 Costs of sales: Cost of services 13,326 (79 ) 13,247 Cost of equipment 5,090 741 5,831 Total costs of sales 18,416 662 19,078 Gross profit 7,201 (1,020 ) 6,181 Operating expenses: Selling, general and administrative 6,746 178 6,924 Integration and acquisition costs 762 — 762 Depreciation and amortization 245 — 245 Total operating expenses 7,753 178 7,931 Operating loss (552 ) (1,198 ) (1,750 ) Other income (expense): Interest income 80 — 80 Interest expense (209 ) (264 ) (473 ) Total other expense, net (129 ) (264 ) (393 ) Loss before income taxes (681 ) (1,462 ) (2,143 ) Benefit (provision) for income taxes 468 (496 ) (28 ) Net loss (213 ) (1,958 ) (2,171 ) Preferred dividends (334 ) — (334 ) Net loss applicable to common shares $ (547 ) $ (1,958 ) $ (2,505 ) Net loss per common share Basic $ (0.01 ) $ (0.04 ) $ (0.05 ) Diluted $ (0.01 ) $ (0.04 ) $ (0.05 ) Weighted average number of common shares outstanding Basic 47,573,364 — 47,573,364 Diluted 47,573,364 — 47,573,364 The effect of the restatement on the previously filed condensed consolidated statement of cash flows for the three months ended September 31, 2017 is as follows: Three months ended September 30, 2017 ($ in thousands) As Previously Reported Adjustments As Restated OPERATING ACTIVITIES: Net loss $ (213 ) $ (1,958 ) $ (2,171 ) Adjustments to reconcile net loss to net cash provided by operating activities: Non-cash stock-based compensation 576 (167 ) 409 (Gain) loss on disposal of property and equipment (18 ) — (18 ) Non-cash interest and amortization of debt discount 15 2 17 Bad debt expense 118 50 168 Provision for inventory reserve — 221 221 Depreciation and amortization 1,492 (122 ) 1,370 Excess tax benefits 67 — 67 Deferred income taxes (535 ) 551 16 Recognition of deferred gain from sale-leaseback transactions (43 ) 43 — Changes in operating assets and liabilities: Accounts receivable (3,192 ) 43 (3,149 ) Finance receivables, net 8,771 397 9,168 Inventory, net (3,648 ) (252 ) (3,900 ) Prepaid expenses and other current assets (217 ) 114 (103 ) Accounts payable and accrued expenses (2,168 ) 678 (1,490 ) Deferred revenue — 171 171 Income taxes payable — (55 ) (55 ) Net cash provided by operating activities 1,005 (284 ) 721 INVESTING ACTIVITIES: Purchase of property and equipment, including rentals (992 ) 272 (720 ) Proceeds from sale of property and equipment, including rentals 45 — 45 Net cash used in investing activities (947 ) 272 (675 ) FINANCING ACTIVITIES: Issuance of common stock in public offering, net 39,888 — 39,888 Repayment of capital lease obligations and long-term debt (821 ) 12 (809 ) Net cash provided by financing activities 39,067 12 39,079 Net increase in cash and cash equivalents 39,125 — 39,125 Cash and cash equivalents at beginning of year 12,745 — 12,745 Cash and cash equivalents at end of period $ 51,870 $ — $ 51,870 |