RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS | RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS Overview Concurrently with the filing of this Form 10-Q/A, the Company filed the Form 10-K/A containing our audited consolidated financial statements for the fiscal years ended June 30, 2019 and 2018 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 Amendment No. 1 on Form 10-Q/A to our Quarterly Reports on Form 10-Q for each of the fiscal quarters ended September 30, 2018 and December 31, 2018 (together with the Original Filing, the “Fiscal Year 2019 Form 10-Qs”). We had 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. During the course of the restatement process and related reaudit of prior period financial statements, management performed a review of certain historical significant accounting policies, significant transactions, and the methodologies and assumptions underlying significant reserves. As a result, in addition to the adjustments resulting from the Audit Committee investigation 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 that are not related to the Company’s acquisition and financial integration of Cantaloupe. The acquisition and financial integration-related adjustments referred to in (i) above were reflected in the restatement of the financial statements for the fiscal quarters and year-to-date ended December 31, 2017 and March 31, 2018 contained in Note 20 of the Form 10-K/A, 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. Such adjustments are primarily the result of: • The Company previously recorded a conforming accounting policy adjustment in the Cantaloupe purchase price allocation to account for certain customer contracts as sales-type leases. Such adjustment was not recorded in accordance with Accounting Standards Codification 840, “Leases”. Further, the Company did not prepare and maintain adequate documentation and analyses to support the initial and ongoing accounting for such arrangements. • The Company did not have effective processes and controls to recognize adequate reserves for sales-tax, inventory valuation and bad debts. • The Company did not have effective controls to prevent or detect a data-entry error that resulted in duplicate sales order entries and related recognition of revenue in the accounting systems. • The Company previously capitalized certain sales commissions. The Company concluded that these costs did not meet the applicable criteria for capitalization and should have been expensed as incurred. • The Company previously issued shares of common stock as consideration for the acquisition of Cantaloupe and did not accurately record such shares at fair value based upon the closing price on the acquisition closing date. The significant account and transaction review adjustments referred to in (ii) above were reflected where appropriate in the restatement of our fiscal year 2017 financial statements, in the restatement of our financial statements for the fiscal quarters and year-to-date ended September 30, 2016 and 2017, December 31, 2016 and 2017, and March 31, 2017 and 2018 appearing in Note 20 of the Form 10-K/A, and in the restated selected financial data for fiscal years 2015, 2016 and 2017 appearing in Item 6 of the Form 10-K, and primarily relate to the failure to maintain an effective control environment including ensuring that required accounting methodologies, policies and supporting documentation were in place. Such adjustments are not related to the Company’s acquisition and financial integration of Cantaloupe and are primarily the result of: • Since fiscal year 2014 the Company recognized a partial tax valuation allowance on its deferred tax assets. However, starting in fiscal year 2016 the Company should have recognized a full valuation allowance on its deferred tax assets. • The Company historically inappropriately accounted for a fiscal year 2014 sale-leaseback transaction as an operating lease. The Company should have accounted for such transaction as a capital lease. • The Company did not have effective processes and controls to recognize adequate reserves for sales-tax. In addition, the Company did not have effective processes to evaluate and estimate the Company’s reserves for bad debts, sales returns, and excess and obsolete inventory at the lower of cost or net realizable value. It was concluded that the previous processes were based on assumptions that were not sufficiently documented or supported. • The Company previously capitalized certain sales commissions. The Company concluded that these costs did not meet the applicable criteria for capitalization and should have been expensed as incurred. • The Company historically incorrectly classified its convertible preferred stock within shareholders’ equity on the Company’s consolidated balance sheets. Effect of Restatement on Previously Filed March 31, 2018 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 March 31, 2018 Audit Committee Investigation-related Adjustments: Revenue $ (768 ) Costs of sales $ (293 ) Gross profit $ (475 ) Operating loss $ (9 ) Loss before income taxes $ (29 ) Acquisition and Financial Integration-related Adjustments: Revenue $ (1,546 ) Costs of sales $ (79 ) Gross profit $ (1,467 ) Operating loss $ (1,594 ) Loss before income taxes $ (1,499 ) Significant Account and Transaction Review and Other: Revenue $ 75 Costs of sales $ 231 Gross profit $ (156 ) Operating loss $ (461 ) Loss before income taxes $ (696 ) ($ in thousands) Increase / (Decrease) Restatement Impact Nine months ended March 31, 2018 Audit Committee Investigation-related Adjustments: Revenue $ (2,045 ) Costs of sales $ (1,353 ) Gross profit $ (692 ) Operating loss $ (226 ) Loss before income taxes $ (248 ) Acquisition and Financial Integration-related Adjustments: Revenue $ (1,606 ) Costs of sales $ (112 ) Gross profit $ (1,494 ) Operating loss $ (1,882 ) Loss before income taxes $ (1,722 ) Significant Account and Transaction Review and Other: Revenue $ 81 Costs of sales $ 1,041 Gross profit $ (960 ) Operating loss $ (1,858 ) Loss before income taxes $ (2,623 ) 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 March 31, 2018 Audit Committee Investigation-related Adjustments: Accounts receivable $ (1,954 ) Finance receivables, net $ (1,666 ) Inventory, net $ 2,459 Prepaid expenses and other current assets $ 25 Other assets $ 69 Property and equipment, net $ (146 ) Accounts payable $ 99 Accrued expenses $ 341 Acquisition and Financial Integration-related Adjustments: Cash and cash equivalents $ (52 ) Accounts receivable $ (1,974 ) Finance receivables, net $ (32 ) Inventory, net $ (500 ) Prepaid expenses and other current assets $ (44 ) Other assets $ (175 ) Finance receivables due after one year, net $ 190 Property and equipment, net $ 826 Goodwill $ 4,121 Accrued expenses $ 883 Deferred revenue $ (153 ) Common stock $ 3,469 Significant Account and Transaction Review and Other: Accounts receivable $ 127 Finance receivables, net $ 28 Inventory, net $ (1,067 ) Prepaid expenses and other current assets $ (173 ) Other assets $ (693 ) Property and equipment, net $ (635 ) Accounts payable $ 29 Accrued expenses $ 9,877 Capital lease obligation and current obligations under long-term debt $ (5 ) Deferred revenue $ (27 ) Deferred gain from sale-leaseback transactions $ (198 ) Common stock $ (582 ) 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 nine months ended March 31, 2018. The effect of the restatement on the previously filed condensed consolidated balance sheet as of March 31, 2018 is as follows: As of March 31, 2018 ($ in thousands) As Previously Reported Adjustments As Restated Assets Current assets: Cash and cash equivalents $ 17,107 $ (52 ) $ 17,055 Accounts receivable 23,166 (3,723 ) 19,443 Finance receivables, net 3,904 (1,670 ) 2,234 Inventory, net 11,030 893 11,923 Prepaid expenses and other current assets 1,869 (591 ) 1,278 Total current assets 57,076 (5,143 ) 51,933 Non-current assets: Finance receivables due after one year, net 9,679 191 9,870 Other assets 1,214 (800 ) 414 Property and equipment, net 12,198 45 12,243 Deferred income taxes 16,911 (16,911 ) — Intangibles, net 30,119 — 30,119 Goodwill 64,196 (47 ) 64,149 Total non-current assets 134,317 (17,522 ) 116,795 Total assets $ 191,393 $ (22,665 ) $ 168,728 Liabilities, convertible preferred stock and shareholders’ equity Current liabilities: Accounts payable $ 29,446 $ 128 $ 29,574 Accrued expenses 7,961 10,547 18,508 Capital lease obligations and current obligations under long-term debt 4,475 (5 ) 4,470 Income taxes payable — — — Deferred revenue 441 70 511 Deferred gain from sale-leaseback transactions 198 (198 ) — Total current liabilities 42,521 10,542 53,063 Long-term liabilities: Revolving credit facility 10,000 — 10,000 Deferred income taxes — 96 96 Capital lease obligations and long-term debt, less current portion 22,895 — 22,895 Accrued expenses, less current portion 66 — 66 Total long-term liabilities 32,961 96 33,057 Total liabilities $ 75,482 $ 10,638 $ 86,120 Commitments and contingencies Convertible preferred stock: Series A convertible preferred stock, 900,000 shares authorized, 445,063 issued and outstanding, with liquidation preference of $19,443 at March 31, 2018 — 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 $19,443 at March 31, 2018 3,138 (3,138 ) — Common stock, no par value, 640,000,000 shares authorized, 53,666,718 shares issued and outstanding at March 31, 2018 307,634 2,888 310,522 Accumulated deficit (194,861 ) (36,191 ) (231,052 ) Total shareholders’ equity 115,911 (36,441 ) 79,470 Total liabilities, convertible preferred stock and shareholders’ equity $ 191,393 $ (22,665 ) $ 168,728 The effect of the restatement on the previously filed condensed consolidated statement of operations for the three and nine months ended March 31, 2018 is as follows: Three months ended March 31, 2018 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated Revenue: License and transaction fees $ 27,020 $ (1,639 ) $ 25,381 Equipment sales 8,812 (601 ) 8,211 Total revenue 35,832 (2,240 ) 33,592 Costs of sales: Cost of services 16,012 25 16,037 Cost of equipment 7,876 (166 ) 7,710 Total costs of sales 23,888 (141 ) 23,747 Gross profit 11,944 (2,099 ) 9,845 Operating expenses: Selling, general and administrative 9,572 57 9,629 Integration and acquisition costs 1,747 (70 ) 1,677 Depreciation and amortization 1,125 (20 ) 1,105 Total operating expenses 12,444 (33 ) 12,411 Operating loss (500 ) (2,066 ) (2,566 ) Other income (expense): Interest income 134 92 226 Interest expense (612 ) (251 ) (863 ) Total other expense, net (478 ) (159 ) (637 ) Loss before income taxes (978 ) (2,225 ) (3,203 ) Benefit (provision) for income taxes 2,138 (2,158 ) (20 ) Net income (loss) 1,160 (4,383 ) (3,223 ) Preferred dividends (334 ) — (334 ) Net income (loss) applicable to common shares $ 826 $ (4,383 ) $ (3,557 ) Net income (loss) per common share Basic $ 0.02 $ (0.09 ) $ (0.07 ) Diluted $ 0.02 $ (0.09 ) $ (0.07 ) Weighted average number of common shares outstanding Basic 53,637,085 — 53,637,085 Diluted 54,234,566 (597,481 ) 53,637,085 Nine months ended March 31, 2018 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated Revenue: License and transaction fees $ 69,817 $ (1,525 ) $ 68,292 Equipment sales 24,138 (2,047 ) 22,091 Total revenue 93,955 (3,572 ) 90,383 Costs of sales: Cost of services 43,700 (60 ) 43,640 Cost of equipment 21,909 (364 ) 21,545 Total costs of sales 65,609 (424 ) 65,185 Gross profit 28,346 (3,148 ) 25,198 Operating expenses: Selling, general and administrative 24,647 911 25,558 Integration and acquisition costs 5,844 (70 ) 5,774 Depreciation and amortization 2,107 (20 ) 2,087 Total operating expenses 32,598 821 33,419 Operating loss (4,252 ) (3,969 ) (8,221 ) Other income (expense): Interest income 465 165 630 Interest expense (1,315 ) (791 ) (2,106 ) Total other expense, net (850 ) (626 ) (1,476 ) Loss before income taxes (5,102 ) (4,595 ) (9,697 ) (Provision) benefit for income taxes (6,467 ) 6,576 109 Net loss (11,569 ) 1,981 (9,588 ) Preferred dividends (668 ) — (668 ) Net loss applicable to common shares $ (12,237 ) $ 1,981 $ (10,256 ) Net loss per common share Basic $ (0.24 ) $ 0.04 $ (0.20 ) Diluted $ (0.24 ) $ 0.04 $ (0.20 ) Weighted average number of common shares outstanding Basic 51,101,813 — 51,101,813 Diluted 51,101,813 — 51,101,813 The effect of the restatement on the previously filed condensed consolidated statement of cash flows for the nine months ended March 31, 2018 is as follows: Nine months ended March 31, 2018 ($ in thousands) As Previously Reported Adjustments As Restated OPERATING ACTIVITIES: Net loss $ (11,569 ) $ 1,981 $ (9,588 ) Adjustments to reconcile net loss to net cash provided by operating activities: Non-cash stock-based compensation 2,005 (581 ) 1,424 (Gain) loss on disposal of property and equipment (112 ) 13 (99 ) Non-cash interest and amortization of debt discount 100 18 118 Bad debt expense 506 4 510 Provision for inventory reserve — 1,361 1,361 Depreciation and amortization 5,858 (272 ) 5,586 Excess tax benefits 67 — 67 Deferred income taxes 6,400 (6,554 ) (154 ) Recognition of deferred gain from sale-leaseback transactions (143 ) 143 — Changes in operating assets and liabilities: Accounts receivable (12,972 ) 3,008 (9,964 ) Finance receivables, net 11,114 (2,912 ) 8,202 Sale of finance receivables — 2,051 2,051 Inventory, net (5,624 ) (2,153 ) (7,777 ) Prepaid expenses and other current assets (564 ) 919 355 Accounts payable and accrued expenses 13,808 1,447 15,255 Deferred revenue (185 ) 536 351 Income taxes payable — (30 ) (30 ) Net cash provided by operating activities 8,689 (1,021 ) 7,668 INVESTING ACTIVITIES: Purchase of property and equipment, including rentals (3,005 ) (133 ) (3,138 ) Proceeds from sale of property and equipment, including rentals 252 — 252 Cash paid for acquisitions, net of cash acquired (65,181 ) — (65,181 ) Net cash used in investing activities (67,934 ) (133 ) (68,067 ) FINANCING ACTIVITIES: Proceeds from collateralized borrowing from the transfer of finance receivables — 1,075 1,075 Proceeds from exercise of common stock options 109 — 109 Payment of debt issuance costs (445 ) — (445 ) Proceeds from issuance of long-term debt 25,100 — 25,100 Proceeds from revolving credit facility 12,500 — 12,500 Repayment of revolving credit facility (2,500 ) — (2,500 ) 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 (3,778 ) 27 (3,751 ) Cash used in retirement of common stock (156 ) — (156 ) Net cash provided by financing activities 63,607 1,102 64,709 Net increase in cash and cash equivalents 4,362 (52 ) 4,310 Cash and cash equivalents at beginning of year 12,745 — 12,745 Cash and cash equivalents at end of period $ 17,107 $ (52 ) $ 17,055 |