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 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 September 30, 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 December 31, 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 December 31, 2017 Audit Committee Investigation-related Adjustments: Revenue $ (866 ) Costs of sales $ (1,225 ) Gross profit $ 359 Operating loss $ 359 Loss before income taxes $ 357 Acquisition and Financial Integration-related Adjustments: Revenue $ (60 ) Costs of sales $ (33 ) Gross profit $ (27 ) Operating loss $ (288 ) Loss before income taxes $ (223 ) Significant Account and Transaction Review and Other: Revenue $ (47 ) Costs of sales $ 313 Gross profit $ (360 ) Operating loss $ (775 ) Loss before income taxes $ (1,041 ) ($ in thousands) Increase / (Decrease) Restatement Impact Six months ended December 31, 2017 Audit Committee Investigation-related Adjustments: Revenue $ (1,277 ) Costs of sales $ (1,060 ) Gross profit $ (217 ) Operating loss $ (217 ) Loss before income taxes $ (219 ) Acquisition and Financial Integration-related Adjustments: Revenue $ (60 ) Costs of sales $ (33 ) Gross profit $ (27 ) Operating loss $ (288 ) Loss before income taxes $ (223 ) Significant Account and Transaction Review and Other: Revenue $ 6 Costs of sales $ 810 Gross profit $ (804 ) Operating loss $ (1,397 ) Loss before income taxes $ (1,927 ) 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 December 31, 2017 Audit Committee Investigation-related Adjustments: Accounts receivable $ (1,774 ) Finance receivables, net $ (1,269 ) Inventory, net $ 2,166 Prepaid expenses and other current assets $ 25 Other assets $ 76 Property and equipment, net $ (162 ) Accounts payable $ 106 Accrued expenses $ 580 Acquisition and Financial Integration-related Adjustments: Cash and cash equivalents $ (26 ) Accounts receivable $ 1,133 Finance receivables, net $ (1,324 ) Inventory, net $ (500 ) Prepaid expenses and other current assets $ (35 ) Finance receivables due after one year, net $ (191 ) Other assets $ (139 ) Property and equipment, net $ 721 Goodwill $ 4,121 Accrued expenses $ 785 Deferred revenue $ (153 ) Common stock $ 3,469 Significant Account and Transaction Review and Other: Accounts receivable $ (8 ) Finance receivables, net $ 371 Inventory, net $ (861 ) Prepaid expenses and other current assets $ (150 ) Other assets $ (600 ) Finance receivables due after one year, net $ 703 Property and equipment, net $ (737 ) Accounts payable $ 27 Accrued expenses $ 9,087 Capital lease obligation and current obligations under long-term debt $ 367 Capital lease obligation and long-term debt, less current portion $ 697 Deferred revenue $ (27 ) Deferred gain from sale-leaseback transactions $ (198 ) Deferred gain from sale-leaseback transactions, less current portion $ (49 ) Common stock $ (372 ) 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 and six months ended December 31, 2017. The effect of the restatement on the previously filed condensed consolidated balance sheet as of December 31, 2017 is as follows: As of December 31, 2017 ($ in thousands) As Previously Reported Adjustments As Restated Assets Current assets: Cash and cash equivalents $ 15,386 $ (26 ) $ 15,360 Accounts receivable 15,472 (765 ) 14,707 Finance receivables, net 5,517 (2,221 ) 3,296 Inventory, net 11,215 804 12,019 Prepaid expenses and other current assets 1,971 (361 ) 1,610 Total current assets 49,561 (2,569 ) 46,992 Non-current assets: Finance receivables due after one year, net 11,215 513 11,728 Other assets 1,120 (662 ) 458 Property and equipment, net 12,622 (179 ) 12,443 Deferred income taxes 14,774 (14,774 ) — Intangibles, net 30,910 — 30,910 Goodwill 64,449 (46 ) 64,403 Total non-current assets 135,090 (15,148 ) 119,942 Total assets $ 184,651 $ (17,717 ) $ 166,934 Liabilities, convertible preferred stock and shareholders’ equity Current liabilities: Accounts payable $ 23,775 $ 133 $ 23,908 Accrued expenses 6,798 9,825 16,623 Capital lease obligations, current obligations under long-term debt, and collateralized borrowings 5,121 367 5,488 Income taxes payable 6 (6 ) — Deferred revenue 595 135 730 Deferred gain from sale-leaseback transactions 198 (198 ) — Total current liabilities 36,493 10,256 46,749 Long-term liabilities: Revolving credit facility 10,000 — 10,000 Deferred income taxes — 91 91 Capital lease obligations, long-term debt, and collateralized borrowings, less current portion 23,874 696 24,570 Accrued expenses, less current portion 65 — 65 Deferred gain from sale-leaseback transactions, less current portion 49 (49 ) — Total long-term liabilities 33,988 738 34,726 Total liabilities $ 70,481 $ 10,994 $ 81,475 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 December 31, 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 December 31, 2017 3,138 (3,138 ) — Common stock, no par value, 640,000,000 shares authorized, 53,619,898 shares issued and outstanding at December 31, 2017 307,053 3,097 310,150 Accumulated deficit (196,021 ) (31,808 ) (227,829 ) Total shareholders’ equity 114,170 (31,849 ) 82,321 Total liabilities, convertible preferred stock and shareholders’ equity $ 184,651 $ (17,717 ) $ 166,934 The effect of the restatement on the previously filed condensed consolidated statement of operations for the three and six months ended December 31, 2017 is as follows: Three months ended December 31, 2017 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated Revenue: License and transaction fees $ 22,853 $ 661 $ 23,514 Equipment sales 9,653 (1,635 ) 8,018 Total revenue 32,506 (974 ) 31,532 Costs of sales: Cost of services 14,362 (6 ) 14,356 Cost of equipment 8,943 (939 ) 8,004 Total costs of sales 23,305 (945 ) 22,360 Gross profit 9,201 (29 ) 9,172 Operating expenses: Selling, general and administrative 8,329 676 9,005 Integration and acquisition costs 3,335 — 3,335 Depreciation and amortization 737 — 737 Total operating expenses 12,401 676 13,077 Operating loss (3,200 ) (705 ) (3,905 ) Other income (expense): Interest income 251 73 324 Interest expense (494 ) (276 ) (770 ) Total other expense, net (243 ) (203 ) (446 ) Loss before income taxes (3,443 ) (908 ) (4,351 ) (Provision) benefit for income taxes (9,073 ) 9,230 157 Net loss (12,516 ) 8,322 (4,194 ) Preferred dividends — — — Net loss applicable to common shares $ (12,516 ) $ 8,322 $ (4,194 ) Net loss per common share Basic $ (0.24 ) $ 0.16 $ (0.08 ) Diluted $ (0.24 ) $ 0.16 $ (0.08 ) Weighted average number of common shares outstanding Basic 52,150,106 — 52,150,106 Diluted 52,150,106 — 52,150,106 Six months ended December 31, 2017 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated Revenue: License and transaction fees $ 42,797 $ 114 $ 42,911 Equipment sales 15,326 (1,446 ) 13,880 Total revenue 58,123 (1,332 ) 56,791 Costs of sales: Cost of services 27,688 (85 ) 27,603 Cost of equipment 14,033 (198 ) 13,835 Total costs of sales 41,721 (283 ) 41,438 Gross profit 16,402 (1,049 ) 15,353 Operating expenses: Selling, general and administrative 15,075 854 15,929 Integration and acquisition costs 4,097 — 4,097 Depreciation and amortization 982 — 982 Total operating expenses 20,154 854 21,008 Operating loss (3,752 ) (1,903 ) (5,655 ) Other income (expense): Interest income 331 73 404 Interest expense (703 ) (540 ) (1,243 ) Total other expense, net (372 ) (467 ) (839 ) Loss before income taxes (4,124 ) (2,370 ) (6,494 ) (Provision) benefit for income taxes (8,605 ) 8,734 129 Net loss (12,729 ) 6,364 (6,365 ) Preferred dividends (334 ) — (334 ) Net loss applicable to common shares $ (13,063 ) $ 6,364 $ (6,699 ) Net loss per common share Basic $ (0.26 ) $ 0.13 $ (0.13 ) Diluted $ (0.26 ) $ 0.13 $ (0.13 ) Weighted average number of common shares outstanding Basic 49,861,735 — 49,861,735 Diluted 49,861,735 — 49,861,735 The effect of the restatement on the previously filed condensed consolidated statement of cash flows for the six months ended December 31, 2017 is as follows: Six months ended December 31, 2017 ($ in thousands) As Previously Reported Adjustments As Restated OPERATING ACTIVITIES: Net loss $ (12,729 ) $ 6,364 $ (6,365 ) Adjustments to reconcile net loss to net cash provided by operating activities: Non-cash stock-based compensation 1,356 (372 ) 984 (Gain) loss on disposal of property and equipment (83 ) 3 (80 ) Non-cash interest and amortization of debt discount 86 8 94 Bad debt expense 291 91 382 Provision for inventory reserve — 1,091 1,091 Depreciation and amortization 3,476 (198 ) 3,278 Excess tax benefits 67 — 67 Deferred income taxes 8,537 (8,696 ) (159 ) Recognition of deferred gain from sale-leaseback transactions (93 ) 93 — Changes in operating assets and liabilities: Accounts receivable (5,290 ) (42 ) (5,332 ) Finance receivables, net 7,958 (626 ) 7,332 Inventory, net (5,822 ) (1,793 ) (7,615 ) Prepaid expenses and other current assets (606 ) 604 (2 ) Accounts payable and accrued expenses 6,950 754 7,704 Deferred revenue — 570 570 Income taxes payable 40 (80 ) (40 ) Net cash provided by operating activities 4,138 (2,229 ) 1,909 INVESTING ACTIVITIES: Purchase of property and equipment, including rentals (1,767 ) 33 (1,734 ) Proceeds from sale of property and equipment, including rentals 157 — 157 Cash paid for acquisitions, net of cash acquired (65,181 ) — (65,181 ) Net cash used in investing activities (66,791 ) 33 (66,758 ) FINANCING ACTIVITIES: Proceeds from transfer of finance receivables — 1,075 1,075 Payment of debt issuance costs (445 ) — (445 ) Proceeds from issuance of long-term debt 25,100 — 25,100 Proceeds from revolving credit facility 10,000 — 10,000 Issuance of common stock in public offering, net 39,888 — 39,888 Repayment of line of credit — (7,111 ) (7,111 ) Repayment of capital lease obligations and long-term debt (9,249 ) 8,206 (1,043 ) Net cash provided by financing activities 65,294 2,170 67,464 Net increase in cash and cash equivalents 2,641 (26 ) 2,615 Cash and cash equivalents at beginning of year 12,745 — 12,745 Cash and cash equivalents at end of period $ 15,386 $ (26 ) $ 15,360 |