Cover Page
Cover Page - shares | 9 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-33365 | |
Entity Registrant Name | Cantaloupe, Inc. | |
Entity Incorporation, State or Country Code | PA | |
Entity Tax Identification Number | 23-2679963 | |
Entity Address, Address Line One | 100 Deerfield Lane, | |
Entity Address, Address Line Two | Suite 300, | |
Entity Address, City or Town | Malvern, | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19355 | |
City Area Code | 610 | |
Local Phone Number | 989-0340 | |
Title of 12(b) Security | Common Stock, no par value | |
Trading Symbol | CTLP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 72,519,258 | |
Entity Central Index Key | 0000896429 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 46,676 | $ 68,125 |
Accounts receivable, net | 29,219 | 37,695 |
Finance receivables, net | 7,477 | 6,721 |
Inventory, net | 29,837 | 19,754 |
Prepaid expenses and other current assets | 5,035 | 4,285 |
Total current assets | 118,244 | 136,580 |
Non-current assets: | ||
Finance receivables due after one year, net | 13,870 | 14,727 |
Property and equipment, net | 22,790 | 12,784 |
Operating lease right-of-use assets | 2,799 | 2,370 |
Intangibles, net | 27,817 | 17,947 |
Goodwill | 92,772 | 66,656 |
Other assets | 4,804 | 4,568 |
Total non-current assets | 164,852 | 119,052 |
Total assets | 283,096 | 255,632 |
Current liabilities: | ||
Accounts payable | 51,019 | 48,440 |
Accrued expenses | 25,732 | 28,154 |
Current obligations under long-term debt | 787 | 692 |
Deferred revenue | 1,894 | 1,893 |
Total current liabilities | 79,432 | 79,179 |
Long-term liabilities: | ||
Deferred income taxes | 258 | 186 |
Long-term debt, less current portion | 38,314 | 13,930 |
Operating lease liabilities, non-current | 2,641 | 2,366 |
Total long-term liabilities | 41,213 | 16,482 |
Total liabilities | 120,645 | 95,661 |
Commitments and contingencies (Note 14) | ||
Convertible preferred stock: | ||
Series A convertible preferred stock, 900,000 shares authorized, 385,782 and 445,063 issued and outstanding, with liquidation preferences of $22,144 and $22,115 at March 31, 2023 and June 30, 2022, respectively | 2,720 | 3,138 |
Shareholders’ equity: | ||
Common stock, no par value, 640,000,000 shares authorized, 72,509,261 and 71,188,053 shares issued and outstanding at March 31, 2023 and June 30, 2022, respectively | 475,015 | 469,918 |
Accumulated deficit | (315,284) | (313,085) |
Total shareholders’ equity | 159,731 | 156,833 |
Total liabilities, convertible preferred stock, and shareholders’ equity | $ 283,096 | $ 255,632 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock, shares authorized (in shares) | 900,000 | 900,000 |
Convertible preferred stock, shares issued (in shares) | 385,782 | 445,063 |
Convertible preferred stock, shares outstanding (in shares) | 385,782 | 445,063 |
Convertible preferred stock, liquidation preference | $ 22,144 | $ 22,115 |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 640,000,000 | 640,000,000 |
Common stock, shares issued (in shares) | 72,509,261 | 71,188,053 |
Common stock, shares outstanding (in shares) | 72,509,261 | 71,188,053 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | $ 60,356 | $ 50,300 | $ 179,468 | $ 147,171 |
Cost of sales | 37,463 | 34,100 | 123,972 | 100,105 |
Gross profit | 22,893 | 16,200 | 55,496 | 47,066 |
Operating expenses: | ||||
Sales and marketing | 3,154 | 1,937 | 8,888 | 6,021 |
Technology and product development | 4,594 | 5,532 | 16,757 | 16,701 |
General and administrative | 7,041 | 6,788 | 25,179 | 21,724 |
Investigation, proxy solicitation and restatement expenses, net of insurance recoveries | (1,000) | 0 | (453) | 0 |
Integration and acquisition expenses | 0 | 0 | 2,787 | 0 |
Depreciation and amortization | 2,364 | 1,062 | 5,029 | 3,197 |
Total operating expenses | 16,153 | 15,319 | 58,187 | 47,643 |
Operating income (loss) | 6,740 | 881 | (2,691) | (577) |
Other income (expense): | ||||
Interest income from leases | 540 | 445 | 1,985 | 1,363 |
Interest income (expense), net | (263) | 852 | (1,258) | (100) |
Other expense | (13) | (7) | (112) | (83) |
Total other income | 264 | 1,290 | 615 | 1,180 |
Income (loss) before income taxes | 7,004 | 2,171 | (2,076) | 603 |
Provision for income taxes | (56) | (35) | (123) | (226) |
Net income (loss) | 6,948 | 2,136 | (2,199) | 377 |
Preferred dividends | (289) | (334) | (623) | (668) |
Net income (loss) applicable to common shares | $ 6,659 | $ 1,802 | $ (2,822) | $ (291) |
Net earnings (loss) per common share | ||||
Basic (in dollars per share) | $ 0.09 | $ 0.03 | $ (0.04) | $ 0 |
Diluted (in dollars per share) | $ 0.09 | $ 0.03 | $ (0.04) | $ 0 |
Weighted average number of common shares outstanding used to compute net earnings (loss) per share applicable to common shares | ||||
Basic (in shares) | 72,491,373 | 71,083,044 | 71,771,135 | 71,076,022 |
Diluted (in shares) | 72,866,221 | 71,486,718 | 71,771,135 | 71,076,022 |
Subscription and transaction fees | ||||
Revenue | $ 51,245 | $ 42,143 | $ 147,252 | $ 123,956 |
Cost of sales | 29,577 | 25,291 | 90,149 | 76,234 |
Equipment sales | ||||
Revenue | 9,111 | 8,157 | 32,216 | 23,215 |
Cost of sales | $ 7,886 | $ 8,809 | $ 33,823 | $ 23,871 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Accumulated Deficit |
Balance (in shares) at Jun. 30, 2021 | 71,258,047 | ||
Balance at Jun. 30, 2021 | $ 151,393 | $ 462,775 | $ (311,382) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Stock based compensation and exercises (net) (in shares) | 20,958 | ||
Stock-based compensation and exercises (net) | 1,762 | $ 1,762 | |
Retirement of common stock (in shares) | (319,823) | ||
Net income (loss) | (1,291) | (1,291) | |
Balance (in shares) at Sep. 30, 2021 | 70,959,182 | ||
Balance at Sep. 30, 2021 | 151,864 | $ 464,537 | (312,673) |
Balance (in shares) at Jun. 30, 2021 | 71,258,047 | ||
Balance at Jun. 30, 2021 | 151,393 | $ 462,775 | (311,382) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Common stock issued for acquisition | 0 | ||
Net income (loss) | 377 | ||
Balance (in shares) at Mar. 31, 2022 | 71,097,674 | ||
Balance at Mar. 31, 2022 | 157,243 | $ 468,248 | (311,005) |
Balance (in shares) at Sep. 30, 2021 | 70,959,182 | ||
Balance at Sep. 30, 2021 | 151,864 | $ 464,537 | (312,673) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Stock based compensation and exercises (net) (in shares) | 28,316 | ||
Stock-based compensation and exercises (net) | 1,453 | $ 1,453 | |
Net income (loss) | (468) | (468) | |
Balance (in shares) at Dec. 31, 2021 | 70,987,498 | ||
Balance at Dec. 31, 2021 | 152,849 | $ 465,990 | (313,141) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Stock based compensation and exercises (net) (in shares) | 110,176 | ||
Stock-based compensation and exercises (net) | 2,258 | $ 2,258 | |
Net income (loss) | 2,136 | 2,136 | |
Balance (in shares) at Mar. 31, 2022 | 71,097,674 | ||
Balance at Mar. 31, 2022 | 157,243 | $ 468,248 | (311,005) |
Balance (in shares) at Jun. 30, 2022 | 71,188,053 | ||
Balance at Jun. 30, 2022 | 156,833 | $ 469,918 | (313,085) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Stock based compensation and exercises (net) (in shares) | 30,077 | ||
Stock-based compensation and exercises (net) | 1,318 | $ 1,318 | |
Repurchase of Series A convertible preferred stock | (1,733) | $ (1,733) | |
Net income (loss) | (8,574) | (8,574) | |
Balance (in shares) at Sep. 30, 2022 | 71,218,130 | ||
Balance at Sep. 30, 2022 | 147,844 | $ 469,503 | (321,659) |
Balance (in shares) at Jun. 30, 2022 | 71,188,053 | ||
Balance at Jun. 30, 2022 | 156,833 | $ 469,918 | (313,085) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Common stock issued for acquisition | 3,942 | ||
Net income (loss) | (2,199) | ||
Balance (in shares) at Mar. 31, 2023 | 72,509,261 | ||
Balance at Mar. 31, 2023 | 159,731 | $ 475,015 | (315,284) |
Balance (in shares) at Sep. 30, 2022 | 71,218,130 | ||
Balance at Sep. 30, 2022 | 147,844 | $ 469,503 | (321,659) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Stock based compensation and exercises (net) (in shares) | 3,919 | ||
Stock-based compensation and exercises (net) | 160 | $ 160 | |
Common stock issued for acquisition (in shares) | 1,240,920 | ||
Common stock issued for acquisition | 3,942 | $ 3,942 | |
Net income (loss) | (573) | (573) | |
Balance (in shares) at Dec. 31, 2022 | 72,462,969 | ||
Balance at Dec. 31, 2022 | 151,373 | $ 473,605 | (322,232) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Stock based compensation and exercises (net) (in shares) | 46,292 | ||
Stock-based compensation and exercises (net) | 1,410 | $ 1,410 | |
Net income (loss) | 6,948 | 6,948 | |
Balance (in shares) at Mar. 31, 2023 | 72,509,261 | ||
Balance at Mar. 31, 2023 | $ 159,731 | $ 475,015 | $ (315,284) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (2,199) | $ 377 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Stock based compensation | 2,889 | 4,624 |
Amortization of debt issuance costs and discounts | 87 | 68 |
Provision for expected losses | 1,823 | 2,519 |
Provision for inventory reserve | 25 | 334 |
Depreciation and amortization included in operating expenses | 5,029 | 3,197 |
Depreciation included in costs of sales for rental equipment | 852 | 738 |
Other | 6 | 402 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 9,589 | (4,415) |
Finance receivables | (653) | (627) |
Inventory | (8,245) | (8,691) |
Prepaid expenses and other assets | (746) | (1,909) |
Accounts payable and accrued expenses | (2,868) | (206) |
Operating lease liabilities | 183 | (547) |
Deferred revenue | 1 | 207 |
Net cash provided by (used in) operating activities | 5,773 | (3,929) |
Cash flows from investing activities: | ||
Acquisition of business, net of cash acquired | (35,855) | (2,966) |
Purchase of property and equipment | (12,634) | (7,198) |
Net cash used in investing activities | (48,489) | (10,164) |
Cash flows from financing activities: | ||
Payment of third-party debt issuance costs | 0 | (107) |
Proceeds from long-term debt | 25,000 | 738 |
Repayment of long-term debt | (580) | (437) |
Contingent consideration paid for acquisition | (1,000) | 0 |
Proceeds from exercise of common stock options | 0 | 849 |
Repurchase of Series A Convertible Preferred Stock | (2,153) | 0 |
Net cash provided by financing activities | 21,267 | 1,043 |
Net decrease in cash and cash equivalents | (21,449) | (13,050) |
Cash and cash equivalents at beginning of year | 68,125 | 88,136 |
Cash and cash equivalents at end of period | 46,676 | 75,086 |
Supplemental disclosures of cash flow information: | ||
Interest paid in cash | 1,869 | 542 |
Common stock issued in business combination | 3,942 | 0 |
Non-cash activity: | ||
Lease assets obtained in exchange for new operating lease liabilities | $ 0 | $ 471 |
BUSINESS
BUSINESS | 9 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS | BUSINESS Cantaloupe, Inc., is organized under the laws of the Commonwealth of Pennsylvania. We are a software and payments company that provides end-to-end technology solutions for self-service commerce. Cantaloupe is transforming the self-service industry by offering one integrated solution for payments processing, logistics, and back-office management. Our enterprise-wide platform is designed to increase consumer engagement and sales revenue through digital payments, digital advertising and customer loyalty programs, while providing retailers with control and visibility over their operations and inventory. As a result, customers ranging from vending machine companies to operators of micro-markets, car wash, electric vehicle charging stations, commercial laundry, kiosks, amusements and more, can run their businesses more proactively, predictably, and competitively. On December 1, 2022, the Company acquired all of the equity interests of Three Square Market, Inc., a Wisconsin corporation, and Three Square Market Limited, a UK private limited company (collectively "32M") pursuant to an Equity Purchase Agreement. 32M is a leading provider of software and self-service kiosk-based point of sale and payment solutions that power the micro market industry. COVID-19 Update While there has not been any resurgence of the COVID-19 virus or new strains or variants emerge that significantly impacted the Company, its employees, or its customers, we have experienced lingering effects during fiscal year 2023. We underwent elevated component and supply chain costs necessary for the production and distribution of our hardware products. Additionally, schools and other organizations have re-opened which has led to increased foot-traffic to distributed assets containing our electronic payment solutions, but we have not seen a full return to the office. Many companies have implemented a hybrid approach requiring employees to work in the office several days a week and allow work from home for the remaining days. Where applicable, we have incorporated judgments and estimates of the expected impact of COVID-19 in the preparation of the financial statements based on information currently available. We will continue to monitor the situation and follow any guidance from federal, state, and local public health authorities. Given the potential uncertainty of the situation, the Company cannot reasonably estimate the longer-term repercussions of COVID-19 on our financial condition, result of operations or cash flows. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Preparation The accompanying unaudited condensed 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 June 30, 2022 Annual Report on Form 10-K. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments considered necessary for a fair statement of financial results for the interim period. Operating results for the three and nine months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, 2023. Actual results could differ from estimates. The balance sheet at June 30, 2022 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. The Company operates as one operating segment because its chief operating decision maker, who is the Chief Executive Officer, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. The Company assessed the foreign exchange impact associated with the 32M U.K. operations, which utilized the British Pound as its functional currency, and concluded the foreign currency fluctuations were highly immaterial to our financial statements including Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Shareholders’ Equity, and Condensed Consolidated Statement of Cash Flows. The Company will continue to monitor and assess its exposures to foreign exchange fluctuations in future periods. Recently Adopted Accounting Pronouncements Lessor Classification In July 2021, the FASB issued ASU 2021-05, “ Lessors – Certain Leases with Variable Lease Payments ” which requires lessors to classify leases as operating leases if they have variable lease payments that do not depend on an index or rate and would have selling losses if they were classified as sales-type or direct financing leases. The Company adopted this pronouncement on July 1, 2022. The adoption of this accounting standard did not materially impact the Company’s condensed consolidated financial statements. Accounting for Debt and Equity Instruments In August 2020, the FASB issued ASU 2020-06, “ Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ” which simplifies accounting for convertible instruments and the derivatives scope exception for contracts in an entity's own equity and improves and amends the related earnings per share (EPS) guidance. The Company adopted this pronouncement on July 1, 2022. The adoption of this accounting standard did not materially impact the Company’s condensed consolidated financial statements. |
LEASES
LEASES | 9 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES Lessee Accounting The Company has operating leases for office space, warehouses, and office equipment, including those obtained through the 32M acquisition in December 2022. At March 31, 2023, the Company has the following balances recorded in the balance sheet related to its lease arrangements: ($ in thousands) Balance Sheet Classification As of March 31, 2023 As of June 30, 2022 Assets: Operating lease right-of-use assets $ 2,799 $ 2,370 Liabilities: Current Accrued expenses $ 1,445 $ 1,538 Long-term Operating lease liabilities, non-current 2,641 2,366 Total lease liabilities $ 4,086 $ 3,904 Components of lease cost are as follows: ($ in thousands) Three months ended March 31, 2023 Three months ended March 31, 2022 Operating lease costs* 691 462 ($ in thousands) Nine months ended March 31, 2023 Nine months ended March 31, 2022 Operating lease costs* 1,778 1,347 * Includes short-term lease and variable lease costs, which are not material. Supplemental cash flow information and non-cash activity related to our leases are as follows: ($ in thousands) Nine months ended March 31, 2023 Nine months ended March 31, 2022 Supplemental cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 1,793 $ 1,257 Non-cash activity: Lease assets obtained in exchange for new operating lease liabilities $ — $ 471 Maturities of lease liabilities by fiscal year for our leases are as follows: ($ in thousands) Operating Remainder of 2023 $ 548 2024 1,449 2025 1,127 2026 1,048 2027 440 Thereafter $ — Total lease payments $ 4,612 Less: Imputed interest (526) Present value of lease liabilities $ 4,086 During the three months ended March 31, 2023, the Company extended an existing operating lease for an additional 70-months period. The lease extension will commence on October 1, 2023. As such, this was not included in the Operating lease right-of-use assets or liabilities on the Condensed Consolidated Balance Sheets for as of March 31, 2023. Lessor Accounting Property and equipment used for the operating lease rental program consisted of the following: ($ in thousands) March 31, June 30, Cost $ 28,182 25,242 Accumulated depreciation (22,915) (22,914) Net $ 5,267 $ 2,328 The Company’s net investment in sales-type leases (carrying value of lease receivables) and the future minimum amounts to be collected on these lease receivables as of March 31, 2023 are disclosed within Note 6 - Finance Receivables. |
LEASES | LEASES Lessee Accounting The Company has operating leases for office space, warehouses, and office equipment, including those obtained through the 32M acquisition in December 2022. At March 31, 2023, the Company has the following balances recorded in the balance sheet related to its lease arrangements: ($ in thousands) Balance Sheet Classification As of March 31, 2023 As of June 30, 2022 Assets: Operating lease right-of-use assets $ 2,799 $ 2,370 Liabilities: Current Accrued expenses $ 1,445 $ 1,538 Long-term Operating lease liabilities, non-current 2,641 2,366 Total lease liabilities $ 4,086 $ 3,904 Components of lease cost are as follows: ($ in thousands) Three months ended March 31, 2023 Three months ended March 31, 2022 Operating lease costs* 691 462 ($ in thousands) Nine months ended March 31, 2023 Nine months ended March 31, 2022 Operating lease costs* 1,778 1,347 * Includes short-term lease and variable lease costs, which are not material. Supplemental cash flow information and non-cash activity related to our leases are as follows: ($ in thousands) Nine months ended March 31, 2023 Nine months ended March 31, 2022 Supplemental cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 1,793 $ 1,257 Non-cash activity: Lease assets obtained in exchange for new operating lease liabilities $ — $ 471 Maturities of lease liabilities by fiscal year for our leases are as follows: ($ in thousands) Operating Remainder of 2023 $ 548 2024 1,449 2025 1,127 2026 1,048 2027 440 Thereafter $ — Total lease payments $ 4,612 Less: Imputed interest (526) Present value of lease liabilities $ 4,086 During the three months ended March 31, 2023, the Company extended an existing operating lease for an additional 70-months period. The lease extension will commence on October 1, 2023. As such, this was not included in the Operating lease right-of-use assets or liabilities on the Condensed Consolidated Balance Sheets for as of March 31, 2023. Lessor Accounting Property and equipment used for the operating lease rental program consisted of the following: ($ in thousands) March 31, June 30, Cost $ 28,182 25,242 Accumulated depreciation (22,915) (22,914) Net $ 5,267 $ 2,328 The Company’s net investment in sales-type leases (carrying value of lease receivables) and the future minimum amounts to be collected on these lease receivables as of March 31, 2023 are disclosed within Note 6 - Finance Receivables. |
REVENUES
REVENUES | 9 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES Based on similar operational characteristics, the Company's revenues are disaggregated as follows: Three months ended March 31, Nine months ended March 31, ($ in thousands) 2023 2022 2023 2022 Transaction fees $ 33,389 $ 27,509 $ 97,076 $ 80,704 Subscription fees 17,856 14,634 50,176 43,252 Subscription and transaction fees $ 51,245 $ 42,143 $ 147,252 $ 123,956 Equipment sales 9,111 8,157 32,216 23,215 Total revenues $ 60,356 $ 50,300 $ 179,468 $ 147,171 Contract Liabilities The Company’s contract liability (i.e., deferred revenue) balances are as follows: Three months ended March 31, Three months ended March 31, ($ in thousands) 2023 2022 Deferred revenue, beginning of the period $ 1,970 $ 1,745 Deferred revenue, end of the period 1,894 1,970 Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period $ 94 $ 87 Nine months ended March 31, Nine months ended March 31, ($ in thousands) 2023 2022 Deferred revenue, beginning of the period $ 1,893 $ 1,763 Deferred revenue, end of the period 1,894 1,970 Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period $ 319 $ 301 The change in the contract liability balances period-over-period is primarily the result of timing difference between the Company’s satisfaction of a performance obligation and payment from the customer. Contract Costs At March 31, 2023, the Company had net capitalized costs to obtain contracts of $0.5 million included in Prepaid expenses and other current assets and $2.5 million included in Other noncurrent assets on the Condensed Consolidated Balance Sheet. At June 30, 2022, the Company had net capitalized costs to obtain contracts of $0.5 million included in Prepaid expenses and other current assets and $2.3 million included in Other noncurrent assets on the Condensed Consolidated Balance Sheet. None of these capitalized contract costs were impaired. During the three and nine months ended March 31, 2023, amortization of capitalized contract costs was $0.2 million and $0.6 million respectively. During the three and nine months ended March 31, 2022, amortization of capitalized contract costs was $0.2 million and $0.5 million respectively. Future Performance Obligations The Company will recognize revenue in future periods related to remaining performance obligations for certain open contracts. Generally, these contracts have terms of one year or less. The amount of revenue related to unsatisfied performance obligations in which the original duration of the contract is greater than one year is not significant. |
ACQUISITION
ACQUISITION | 9 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION | ACQUISITION We completed the following acquisitions in fiscal year 2023 and 2022. Financial results of each transaction are included in our consolidated financial statements from the date of each acquisition. Three Square Market On December 1, 2022, the Company acquired all of the equity interests of Three Square Market, Inc., a Wisconsin corporation, and Three Square Market Limited, a UK private limited company (collectively "32M") pursuant to an Equity Purchase Agreement. 32M is a leading provider of software and self-service kiosk-based point of sale and payment solutions to the micro market industry and the acquisition expanded the Company's presence in that industry. In addition to new technology and services, due to 32M’s existing customer base, the acquisition expands the Company’s footprint into new global markets. The Company paid an aggregate consideration of approximately $40.7 million, which consisted of $36.8 million in cash and 1,240,920 shares of the Company's common stock (the "Stock Consideration") with an aggregate fair value of $3.9 million for the acquisition of 32M. The aggregate cash consideration includes $0.5 million of cash paid into an escrow account for net working capital and other post-closing adjustments. Additionally, the Stock Consideration of 1,240,920 shares ("Escrowed Shares") referred to above were placed into an escrow account to resolve indemnification claims for breach of certain representations and warranties and will be released 50% on the first anniversary of the acquisition date and 50% on the second anniversary of the acquisition date, less any shares that may be returned to Company on account of any indemnity claims. The Escrowed Shares are considered to be issued and outstanding shares of the Company as of the acquisition date. The company funded the cash consideration of the acquisition by borrowing $25 million of debt from the JPMorgan Credit Facility and the remaining consideration utilizing existing cash on hand. The acquisition of 32M was accounted for as a business combination using the acquisition method of accounting and which includes the results of operations of the acquired business from the date of acquisition. The purchase price of the acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values using primarily Level 3 inputs under ASC Topic 820, Fair Value Measurement , with the residual of the purchase price recorded as goodwill. The estimated fair value of the purchase price consideration consisted of the following: ($ in thousands) Closing cash consideration $ 36,796 Stock Consideration 3,942 Fair value of total consideration transferred $ 40,738 During the three months ended March 31, 2023, the Company reassessed the opening balance of 32M's working capital accounts. We have updated the allocation amounts from the December 31, 2022 balance to account for $0.7 million of liabilities incurred prior to the acquisition but not previously recorded and immaterial adjustments to accounts receivables and other assets. The net impact of these adjustments resulted in an increase to goodwill. The adjustment to the purchase price had no impact on the Company's consolidated results of operations. The following table summarizes the adjusted fair value assigned to the assets acquired and liabilities assumed as of March 31, 2023. ($ in thousands) Amount Cash and cash equivalents $ 941 Accounts receivable 2,502 Inventories 1,862 Intangible assets 13,222 Other assets 535 Total identifiable assets acquired 19,062 Accounts payable (2,457) Tax liabilities (1,983) Total liabilities assumed (4,440) Total identifiable net assets 14,622 Goodwill 26,116 Fair value of total consideration transferred $ 40,738 The Company determined the fair value of the identifiable intangible assets acquired with the assistance of third-party valuation consultants. Amounts allocated to identifiable intangible assets included $7.4 million related to developed technology, $5.3 million related to customer relationships, and $0.5 million related to other intangible assets. The fair value of the acquired developed technology was determined using a multi-period excess earnings method. The fair value of the acquired customer relationships was determined using the with-and-without method which estimates the value using the cash flow impact in a scenario where the customer relationships are not in place. The recognized intangible assets will be amortized on a straight-line basis over the estimated useful lives of the respective assets. Goodwill of $26.1 million arising from the acquisition includes the expected synergies between 32M and the Company and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill, which is deductible for income tax purposes, was assigned to the Company’s only reporting unit. The above allocation of the purchase price is provisional and is still subject to change within the measurement period as the Company continues to work through valuation of the 32M intangible assets. The final allocation of the purchase price is expected to be completed as soon as practicable, but no later than one year from the date of the acquisition. The Company recognized $2.8 million of acquisition related costs that were expensed during the nine months ended March 31, 2023. These costs were recorded within Integration and acquisition expenses in the Condensed Consolidated Statements of Operations. The amount of 32M revenue included in the Company’s Condensed Consolidated Statement of Operations from the acquisition date through March 31, 2023 was $6.6 million. The amount of 32M earnings included in the Company’s Condensed Consolidated Statement of Operations from the acquisition date through March 31, 2023 was $0.4 million. Supplemental disclosure of pro forma information The following table presents pro forma information as if the acquisition of 32M had occurred on July 1, 2021. The pro forma information presented combines the historical condensed consolidated results of operations of the Company and 32M after giving effect to the preliminary purchase accounting impact of the 32M acquisition related costs (including, but not limited to, amortization associated with the acquired intangible assets, interest expense associated with the Credit Facility to finance a portion of the purchase price, acquisition related costs) and the alignment of accounting policies. 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, 2021, nor are they indicative of any future results. Furthermore, cost savings and other business synergies related to the acquisition are not reflected in the pro forma amounts. Three months ended March 31, Nine months ended March 31, (In thousands) 2023 2022 2023 2022 Revenues $ 60,356 $ 54,620 $ 187,806 $ 159,285 Net income (loss) 5,832 1,545 (1,808) (3,981) The supplemental pro forma for the nine months ended March 31, 2023 was adjusted to exclude $2.8 million of acquisition related costs. The supplemental pro forma for the nine months ended March 31, 2022 was adjusted to include $2.8 million of acquisition related costs, the components of which were previously described. Yoke Payments In August 2021, we completed the acquisition of certain assets and liabilities of Delicious Nutritious LLC, doing business as Yoke Payments (“Yoke”), a micro market payments company. The acquisition of Yoke was accounted for as a business combination using the acquisition method of accounting which includes the results of operations of the acquired business from the date of acquisition. The purchase price of the acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values using primarily Level 3 inputs under ASC Topic 820, Fair Value Measurement , with the residual of the purchase price recorded as goodwill. Through the acquisition, Yoke’s point of sale platform will now extend its offering to provide self-checkout while seamlessly integrating with Cantaloupe’s inventory management and payment processing platforms. We plan to differentiate ourselves by providing a single platform to manage consumer and operational aspects of micro markets, while also integrating multiple service providers for flexibility and ultimate ease to our customers. The consideration transferred for the acquisition includes payments of $3 million in cash at the close of the transaction and $1 million in deferred cash payment due on or before July 30, 2022 based on the achievement of certain sales growth targets for software licenses. On July 27, 2022, the Company made the cash payment of $1 million in accordance with the requirements of the purchase agreement. Additionally in connection with the acquisition, the Company will issue common stock to the former owners of Yoke based on the achievement of certain sales growth targets for software licenses through July 31, 2024 and continued employment as of the respective measurement dates. The accounting treatment for these awards in the context of the business combination is to recognize the awards as a post-combination expense and were not included in the purchase price. We will begin recognizing compensation expense for these awards over the requisite service period when it becomes probable that the performance condition would be satisfied pursuant to ASC 718. At each reporting date, we assess the probability of achieving the sales targets and fulfilling the performance condition. As of March 31, 2023, we determined that it is not probable that the performance condition would be satisfied and, accordingly, have not recognized compensation expense related to these awards for the nine months ended March 31, 2023. The following table summarizes the total consideration paid for Yoke, total net assets acquired, identifiable assets and goodwill recognized at the acquisition date: ($ in thousands) Amount Consideration Cash $ 2,966 Contingent consideration arrangement $ 1,000 Fair value of total consideration transferred $ 3,966 Recognized amounts of identifiable assets Total net assets acquired $ 21 Identifiable intangible assets $ 1,235 Total identifiable net assets $ 1,256 Goodwill $ 2,710 Amounts allocated to identifiable intangible assets included $0.9 million related to developed technology, $0.3 million related to customer relationships, and $0.1 million related to other intangible assets. The fair value of the acquired developed technology was determined using a multi-period excess earnings method. The fair value of the acquired customer relationships was determined using the with-and-without method which estimates the value using the cash flow impact in a scenario where the customer relationships are not in place. The recognized intangible assets will be amortized on a straight-line basis over the estimated useful lives of the respective assets. Goodwill of $2.7 million arising from the acquisition includes the expected synergies between Yoke and the Company and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill, which is deductible for income tax purposes, was assigned to the Company’s only reporting unit. |
FINANCE RECEIVABLES
FINANCE RECEIVABLES | 9 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
FINANCE RECEIVABLES | FINANCE RECEIVABLES The Company's finance receivables consist of financed devices under its QuickStart program. Predominately all of the Company’s finance receivables agreements are classified as non-cancellable sixty-month sales-type leases. As of March 31, 2023 and June 30, 2022, finance receivables consist of the following: ($ in thousands) March 31, June 30, Current finance receivables, net $ 7,477 $ 6,721 Finance receivables due after one year, net 13,870 14,727 Total finance receivables, net of allowance of $864 and $760, respectively $ 21,347 $ 21,448 We collect lease payments from customers primarily as part of the flow of funds from our transaction processing service. Balances are considered past due if customers do not have sufficient transaction revenue to cover the monthly lease payment by the end of the monthly billing period. The Company routinely monitors customer payment performance and uses prior payment performance as a measure to assess the capability of the customer to repay contractual obligations of the lease agreements as scheduled. On an as-needed basis, qualitative information may be taken into consideration if new information arises related to the customer’s ability to repay the lease. Credit risk for these receivables is continuously monitored by management and reflected within the allowance for finance receivables by aggregating leases with similar risk characteristics into pools that are collectively assessed. Because the Company’s lease contracts generally have similar terms, customer characteristics around transaction processing volume and sales were used to disaggregate the leases. Our key credit quality indicator is the amount of transaction revenue we process for each customer relative to their lease payment due, as we consider this customer characteristic to be the strongest predictor of the risk of customer default. Customers with low processing volume or with transaction sales that are insufficient to cover the lease payment are considered to be at a higher risk of customer default. Customers are pooled based on their ratio of gross sales to required monthly lease obligations. We categorize outstanding receivables into two categories: high ratio customers (customers who have adequate transaction processing volumes sufficient to cover monthly fees) and low ratio customers (customers that do not consistently have adequate transaction processing volumes sufficient to cover monthly fees). Using these two categories, we performed an analysis of historical write-offs to calculate reserve percentages by aging buckets for each category of customer. At March 31, 2023, the gross lease receivable by current payment performance on a contractual basis and year of origination consisted of the following: Leases by Origination ($ in thousands) Up to 1 Year Ago Between 1 and 2 Years Ago Between 2 and 3 Years Ago Between 3 and 4 Years Ago Between 4 and 5 Years Ago More than 5 Years Ago Total Current $ 8,570 $ 5,538 $ 2,312 $ 1,814 $ 1,706 $ 30 $ 19,970 30 days and under 72 83 59 69 64 16 363 31-60 days 12 42 29 55 61 14 213 61-90 days 7 30 33 48 58 15 191 Greater than 90 days 27 169 98 393 632 155 1,474 Total finance receivables $ 8,688 $ 5,862 $ 2,531 $ 2,379 $ 2,521 $ 230 $ 22,211 At June 30, 2022, the gross lease receivable by current payment performance on a contractual basis and year of origination consisted of the following: Leases by Origination ($ in thousands) Up to 1 Year Ago Between 1 and 2 Years Ago Between 2 and 3 Years Ago Between 3 and 4 Years Ago Between 4 and 5 Years Ago More than 5 Years Ago Total Current $ 7,451 $ 5,047 $ 2,758 $ 2,593 $ 2,807 $ 103 $ 20,759 30 days and under 18 10 32 56 94 3 213 31-60 days 25 23 26 58 100 — 232 61-90 days 25 14 20 46 91 — 196 Greater than 90 days 41 47 97 232 391 — 808 Total finance receivables $ 7,560 $ 5,141 $ 2,933 $ 2,985 $ 3,483 $ 106 $ 22,208 At March 31, 2023, credit quality indicators by year of origination consisted of the following: Leases by Origination ($ in thousands) Up to 1 Year Ago Between 1 and 2 Years Ago Between 2 and 3 Years Ago Between 3 and 4 Years Ago Between 4 and 5 Years Ago More than 5 Years Ago Total High ratio customers $ 8,661 $ 5,576 $ 2,219 $ 1,837 $ 1,786 $ 64 $ 20,143 Low ratio customers 27 286 312 542 735 166 2,068 Total finance receivables $ 8,688 $ 5,862 $ 2,531 $ 2,379 $ 2,521 $ 230 $ 22,211 At June 30, 2022, credit quality indicators by year of origination consisted of the following: Leases by Origination ($ in thousands) Up to 1 Year Ago Between 1 and 2 Years Ago Between 2 and 3 Years Ago Between 3 and 4 Years Ago Between 4 and 5 Years Ago More than 5 Years Ago Total High ratio customers $ 7,498 $ 4,853 $ 2,688 $ 2,623 $ 2,950 $ 102 $ 20,714 Low ratio customers 62 288 245 362 533 4 1,494 Total finance receivables $ 7,560 $ 5,141 $ 2,933 $ 2,985 $ 3,483 $ 106 $ 22,208 The following table represents a rollforward of the allowance for finance receivables for the three and nine months ending March 31, 2023 and 2022: Three months ended March 31, Three months ended March 31, ($ in thousands) 2023 2022 Balance, beginning of period $ 864 $ 1,062 Provision for expected losses — 225 Write-offs — (138) Balance, end of period $ 864 $ 1,149 Nine months ended March 31, Nine months ended March 31, ($ in thousands) 2023 2022 Balance, beginning of period $ 760 $ 1,109 Provision for expected losses 392 425 Write-offs (288) (385) Balance, end of period $ 864 $ 1,149 Cash to be collected on our performing finance receivables due for each of the fiscal years are as follows: ($ in thousands) 2023 (remaining 3 months) $ 2,690 2024 7,570 2025 5,965 2026 4,546 2027 2,754 Thereafter 793 Total amounts to be collected 24,318 Less: interest (2,107) Less: allowance for receivables (864) Total finance receivables $ 21,347 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 9 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE Accounts receivable primarily include amounts due to the Company for sales of equipment and subscription fees, settlement receivables for amounts due from third-party payment processors and receivables from contract manufacturers, net of the allowance for credit losses. Accounts receivable, net of the allowance for uncollectible accounts were $29.2 million as of March 31, 2023 and $37.7 million as of June 30, 2022. Accounts receivable from one contract manufacturer represented 16% of accounts receivable as of June 30, 2022. This contract manufacturer did not have a material balance as of March 31, 2023. Concentrations Accounts receivable with the Company's largest customer represented 6% and 17% of accounts receivable, net of allowance as of March 31, 2023 and June 30, 2022 respectively. Allowance for credit losses The Company maintains an allowance for credit losses resulting from the inability of its customers to make required payments, including from a shortfall in the customer transaction fund flow from which the Company would normally collect amounts due. The allowance is calculated under an expected loss model. We estimate our allowance using an aging analysis of the receivables balances, primarily based on historical loss experience. Furthermore, current conditions are analyzed on a quarterly basis as we reassess whether our receivables continue to exhibit similar risk characteristics as the prior measurement date, and determine if the reserve calculation needs to be adjusted for new developments, such as a customer’s inability to meet its financial obligations. The Company writes off receivable balances against the allowance for credit losses when management determines the balance is uncollectible and the Company ceases collection efforts. The following table represents a rollforward of the allowance for credit losses for the three and nine months ending March 31, 2023 and 2022: Three months ended March 31, ($ in thousands) 2023 2022 Balance, beginning of period $ 10,122 $ 7,161 Provision for expected losses 296 981 Write-offs — (1,022) Balance, end of period $ 10,418 $ 7,120 Nine months ended March 31, ($ in thousands) 2023 2022 Balance, beginning of period $ 9,328 $ 6,614 Provision for expected losses 1,431 2,094 Write-offs (341) (1,588) Balance, end of period $ 10,418 $ 7,120 |
EARNINGS (LOSS) PER SHARE CALCU
EARNINGS (LOSS) PER SHARE CALCULATION | 9 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE CALCULATION | EARNINGS (LOSS) PER SHARE CALCULATION Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share, applicable only to years ended with reported income, is computed by dividing net income by the weighted average number of common shares outstanding during the period plus the dilutive effect of outstanding stock options and restricted stock-based awards using the treasury stock method. The calculation of basic and diluted earnings (loss) per share is presented below: Three months ended ($ in thousands, except per share data) 2023 2022 Numerator for basic and diluted earnings (loss) per share Net earnings $ 6,948 $ 2,136 Preferred dividends (289) (334) Net earnings applicable to common shareholders 6,659 1,802 Denominator for basic earnings (loss) per share - Weighted average shares outstanding 72,491,373 71,083,044 Effect of dilutive potential common shares 374,848 403,674 Denominator for diluted loss per share - Adjusted weighted average shares outstanding 72,866,221 71,486,718 Basic and diluted earnings per share $ 0.09 $ 0.03 Nine months ended March 31, ($ in thousands, except per share data) 2023 2022 Numerator for basic and diluted loss per share Net earnings (loss) $ (2,199) $ 377 Preferred dividends (623) (668) Net earnings (loss) applicable to common shareholders (2,822) (291) Denominator for basic loss per share - Weighted average shares outstanding 71,771,135 71,076,022 Effect of dilutive potential common shares — — Denominator for diluted loss per share - Adjusted weighted average shares outstanding 71,771,135 71,076,022 Basic and diluted loss per share $ (0.04) $ — For the three month ended March 31, 2023, approximately 4.5 million of anti-dilutive shares were excluded from the computation of diluted earnings per share. For the nine months ended March 31, 2023, approximately 4.9 million anti-dilutive shares were excluded from the calculation of diluted loss per share. Anti-dilutive shares excluded from the calculation of diluted loss per share were approximately 5 million for the three and nine months ended March 31, 2022. |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 9 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLES | GOODWILL AND INTANGIBLESIntangible asset balances and goodwill consisted of the following: As of March 31, 2023 ($ in thousands) Gross Accumulated Net Amortization Intangible assets: Brand and tradenames $ 2,226 $ (1,377) $ 849 1 - 7 years Developed technology 19,267 (10,678) 8,589 5 - 6 years Customer relationships 24,592 (6,213) 18,379 5 - 18 years Total intangible assets $ 46,085 $ (18,268) $ 27,817 Goodwill 92,772 — 92,772 Indefinite As of June 30, 2022 ($ in thousands) Gross Accumulated Net Amortization Intangible assets: Brand and tradenames 1,705 (1,133) 572 1 - 7 years Developed technology 11,819 (8,761) 3,058 5 - 6 years Customer relationships 19,339 (5,022) 14,317 10 - 18 years Total intangible assets $ 32,863 $ (14,916) $ 17,947 Goodwill 66,656 — 66,656 Indefinite The weighted-average remaining useful life of the finite-lived intangible assets was 16.6 years as of March 31, 2023, of which the weighted-average remaining useful life for the brand and trade names was 2.2 years, for the developed technology was 4.1 years, and for the customer relationships was 10.3 years. During the three and nine months ended March 31, 2023, the Company recognized $1.7 million and $3.4 million, respectively, in amortization expense related to intangible assets. The Company recognized $26.1 million in goodwill and $13.2 million in newly acquired intangible assets in association with the 32M acquisition as referenced in Note 5 - Acquisition. During the three and nine months ended March 31, 2022, the Company recognized $0.8 million and $2.5 million, respectively, in amortization expense related to intangible assets. The Company recognized $2.7 million in goodwill and $1.2 million in newly acquired intangible assets in association with the Yoke acquisition as referenced in Note 5 - Acquisition . |
DEBT AND OTHER FINANCING ARRANG
DEBT AND OTHER FINANCING ARRANGEMENTS | 9 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT AND OTHER FINANCING ARRANGEMENTS | DEBT AND OTHER FINANCING ARRANGEMENTS The Company's debt and other financing arrangements as of March 31, 2023 and June 30, 2022 consisted of the following: As of March 31, As of June 30, ($ in thousands) 2023 2022 JPMorgan Credit Facility* 39,250 14,813 Other obligations 53 70 Less: unamortized issuance costs and debt discount (202) (261) Total 39,101 14,622 Less: debt and other financing arrangements, current (787) (692) Debt and other financing arrangements, noncurrent $ 38,314 $ 13,930 * See discussion below on amendment to the JPMorgan Credit Facility. Details of interest income (expense) presented on the Condensed Consolidated Statements of Operations are as follows: Three months ended Nine months ended March 31, March 31, ($ in thousands) 2023 2022 2023 2022 JPMorgan Credit Facility* 1,142 221 1,733 679 Other interest income (879) (1,073) (475) (579) Total interest (income) expense, net $ 263 $ (852) $ 1,258 $ 100 JPMorgan Chase Bank Credit Agreement JP Morgan Agreement dated August 14, 2020 and amendment dated March 2, 2021 On August 14, 2020, the Company repaid all amounts outstanding under the $30.0 million senior secured term loan facility (“2020 Antara Term Facility”) with Antara Capital Master Fund LP (“Antara”) and entered into a credit agreement (the "2021 JPMorgan Credit Agreement") with JPMorgan Chase Bank, N.A ("JPMorgan"). The 2021 JPMorgan Credit Agreement provides for a $5 million secured revolving credit facility (the “2021 JPMorgan Revolving Facility”) and a $15 million secured term facility (the “2021 JPMorgan Secured Term Facility” and together with the 2021 JPMorgan Revolving Facility, as amended, the “2021 JPMorgan Credit Facility”), which included an uncommitted expansion feature that allowed the Company to increase the total revolving commitments and/or add new tranches of term loans in an aggregate amount not to exceed $5 million. The 2021 JPMorgan Credit Facility has a three year maturity, with interest determined, at the Company’s option, on a base rate of LIBOR or Prime Rate plus an applicable spread tied to the Company’s total leverage ratio and having ranges between 2.75% and 3.75% for Prime rate loans and between 3.75% and 4.75% for LIBOR rate loans. In the event of default, the interest rate may be increased by 2.00%. The 2021 JPMorgan Credit Facility carries a commitment fee of 0.50% per annum on the unused portion. From August 14, 2020 through March 2, 2021, the applicable interest rate was Prime Rate plus 3.75%. On March 2, 2021, the Company entered into an amendment (the “First Amendment”) to the 2021 JPMorgan Credit Facility lowering the interest rate charged to the Company. In conjunction with the First Amendment, the Company elected to convert its loans to a Eurodollar borrowing which is subject to a LIBOR based interest rate. The Company’s obligations under the 2021 JPMorgan Credit Facility were secured by first priority security interests in substantially all of the assets of the Company. The 2021 JPMorgan Credit Agreement included customary representations, warranties and covenants, and acceleration, indemnity and events of default provisions, including a financial covenant requiring the Company to maintain an adjusted quick ratio of not less than 2.75 to 1.00 beginning January 1, 2021, and not less than 3.00 to 1.00 beginning April 1, 2021, and a financial covenant requiring the Company to maintain, as of the end of each of its fiscal quarters commencing with the fiscal quarter ended December 31, 2021, a total leverage ratio of not greater than 3.00 to 1.00. JP Morgan amended and restated Credit Agreement dated March 17, 2022 On March 17, 2022, the Company entered into an amended and restated credit agreement with JPMorgan Chase Bank, N.A. which provided for a $15 million secured revolving credit facility (the “Amended Revolving Facility”) and a $25 million secured term facility (the “Amended Secured Term Facility” and together with the Amended Revolving Facility, the “Amended JPMorgan Credit Facility”), and fully replaced our previous 2021 JPMorgan Credit Facility. The Amended Secured Term Facility includes a $10 million increase from the 2021 JPMorgan Secured Term Facility which is available for a period of up to twelve months following the Closing Date. On December 1, 2022, the Company entered into a first amendment (the “2022 Amendment”) to its Amended and Restated Credit Agreement, dated as of March 17, 2022, which, among other things, amended the definition of the Company’s EBITDA under the Credit Agreement. On December 1, 2022, the Company borrowed an additional $25 million under the Amended JPMorgan Credit Facility to partially fund the cash consideration of the 32M acquisition as referenced in Note 5 - Acquisition . The Amended JPMorgan Credit Facility has a four year maturity. Interest on the Amended JPMorgan Credit Facility will be based, at the Company’s option, on a base rate or SOFR plus an applicable margin tied to the Company’s total leverage ratio and having ranges of between 2.50% and 3.00% for base rate loans and between 3.50% and 4.00% for SOFR loans; provided that until June 30, 2022 the applicable margin shall be 2.75% for base rate loans and 3.75% for SOFR loans. Subject to the occurrence of a material acquisition and the Company’s total leverage ratio exceeding 3.00 to 1.00, the interest rate on the loans may increase by 0.25%. In an event of default, the interest rate may be increased by 2.00%. The Amended JPMorgan Credit Facility will also carry a commitment fee of 0.50% per annum on the unused portion. As of March 31, 2023, the applicable interest rate for the Amended JPMorgan Credit Facility is approximately 8.8% . The Amended JPMorgan Credit Facility includes customary representations, warranties and covenants, and acceleration, indemnity and events of default provisions, including, among other things, two financial covenants. One financial covenant requires the Company to maintain, at all times, a total leverage ratio of not more than 3.00 to 1.00 on the last day of any fiscal quarter. The other financial covenant is conditional on a material acquisition occurring: if a material acquisition occurs, the Company is required to maintain a total leverage ratio not greater than 4.00 to 1.00 for the next four fiscal quarters following the material acquisition. The Amended Secured Term Facility was accounted for as a modification of the 2021 JPMorgan Secured Term Facility. The previously unamortized debt issuance costs remain capitalized, the new fees paid to the creditor were capitalized, and allocated third-party costs incurred allocated to the term facility were charged to expense. We have also evaluated that the borrowing capacity of the Amended Revolving Facility is greater than the borrowing capacity of the 2021 JPMorgan Revolving Facility. The previously unamortized debt issuance costs remain capitalized, the new fees paid to the creditor and allocated third-party costs were capitalized. The Company capitalized $0.3 million of issuance costs related to the Amended JPMorgan Credit Facility during the year-ended June 30, 2022. The Company was in compliance with its financial covenants for the Amended JPMorgan Credit Facility as of March 31, 2023. References to "JPMorgan Credit Facility" in the Condensed Consolidated Financial Statements and related notes, Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of the Form 10-Q specifically refers to the 2021 JPMorgan Credit Facility prior to March 17, 2022 and to the Amended JPMorgan Credit Facility subsequent to and as of March 17, 2022. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 9 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consisted of the following as of March 31, 2023 and June 30, 2022: As of March 31, As of June 30, ($ in thousands) 2023 2022 Sales tax reserve $ 13,172 $ 14,694 Accrued compensation and related sales commissions 2,483 3,289 Operating lease liabilities, current 1,445 1,538 Accrued professional fees 5,185 4,200 Accrued taxes and filing fees payable 1,349 2,036 Contingent consideration arrangement for the Yoke acquisition* — 1,000 Other accrued expenses 1,656 1,397 Consideration withheld in escrow for the 32M acquisition* 442 — Total accrued expenses $ 25,732 $ 28,154 * See Note 5 - Acquisition for description of the arrangement. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESFor the three months ended March 31, 2023, the Company recorded an income tax provision of $0.1 million. For the nine months ended March 31, 2023, the Company recorded an income tax provision of $0.1 million. As of March 31, 2023, the Company reviewed the existing deferred tax assets and continues to record a full valuation against its deferred tax assets. The income tax provision primarily relates to state income and franchise taxes and deferred taxes related to indefinite lived intangibles. As of March 31, 2023, the Company had a total unrecognized income tax benefit of $0.7 million. The provision is based upon actual loss before income taxes for the nine months ended March 31, 2023, as the use of an estimated annual effective income tax rate does not provide a reliable estimate of the income tax provision. For the three months ended March 31, 2022, the Company recorded an income tax provision of $0.04 million. For the nine months ended March 31, 2022, the Company recorded an income tax provision of $0.2 million. As of March 31, 2022, the Company reviewed the existing deferred tax assets and continues to record a full valuation against its deferred tax assets. The income tax provisions primarily relate to the Company's uncertain tax positions, as well as state income and franchise taxes. As of March 31, 2022, the Company had a total unrecognized income tax benefit of $0.5 million. The provision is based upon actual loss before income taxes for the nine months ended March 31, 2022, as the use of an estimated annual effective income tax rate does not provide a reliable estimate of the income tax provision. |
EQUITY
EQUITY | 9 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
EQUITY | EQUITY STOCK OPTIONS The Company estimates the grant date fair value of the stock options with service conditions (i.e., a condition that requires an employee to render services to the Company for a stated period of time to vest) it grants using a Black-Scholes valuation model. The Company’s assumption for expected volatility is based on its historical volatility data related to market trading of its own common stock. The Company uses the simplified method to determine expected term, as the Company does not have adequate historical exercise and forfeiture behavior on which to base the expected life assumption. The dividend yield assumption is based on dividends expected to be paid over the expected life of the stock option. The risk-free interest rate assumption is determined by using the U.S. Treasury rates of the same period as the expected option term of each stock option. The fair value of options granted during the nine months ended March 31, 2023 and 2022 were determined using the following assumptions and includes only options with an established grant date under ASC 718: Nine months ended March 31, 2023 2022 Expected volatility (percent) 74.6% - 77.6% 73.2% - 73.6% Weighted average expected life (years) 4.4 - 4.6 4.5 Dividend yield (percent) 0.0 % 0.0 % Risk-free interest rate (percent) 2.7% - 4.1% 1.0% - 1.2% Number of options granted 1,720,000 777,000 Weighted average exercise price $ 4.61 $ 9.28 Weighted average grant date fair value $ 2.89 $ 5.34 Stock based compensation related to stock options with an established grant date for the three and nine months ended March 31, 2023 was $1.1 million and $2.7 million, respectively, and for the three and nine months ended March 31, 2022 was $0.9 million and $2.3 million, respectively. Performance based awards The Company has awarded stock options to certain executives which vest each year over a three The Compensation Committee of the Board of Directors has established the performance metrics as a price target for the trading price of the Company’s common stock in each applicable fiscal year. The price target is achieved if the average closing price of the common stock during any consecutive 30-trading-day period during the applicable fiscal year meets or exceeds: (i) $10.50 in the case of fiscal year 2021; (ii) $13.50 in the case of fiscal year 2022; (iii) $16.50 in the case of fiscal year 2023; and (iv) $19.50 in the case of fiscal year 2024. If at least 80% of the performance goals for an applicable fiscal year are achieved, the Compensation Committee may determine that the portion of the option eligible to vest based on such fiscal year’s performance will vest on a prorated basis. In so determining, the Compensation Committee will consider the Company’s performance relative to its market competitors and any other considerations deemed relevant by the Compensation Committee. The Compensation Committee’s guideline is generally that for every percentage point the achieved price falls below the price target, the percentage of the performance options eligible to vest in respect of the applicable fiscal year should be reduced by 2%, but the Compensation Committee may vary this formula in its sole discretion. For these performance based awards that provide discretion to the Compensation Committee, a mutual understanding of the key terms and conditions between the Company and the employees have not yet been met and a "Grant Date" as defined in ASC Topic 718 Compensation — Stock Compensation , has not been established. When the service period begins prior to the grant date, the Company begins recognizing compensation cost before there is a grant date. The Company estimates the award's fair value at each reporting period for these equity classified awards, until the grant date, utilizing a Monte Carlo simulation valuation model . We did not recognize any additional expenses during the three months ended March 31, 2023. The total benefit recognized for the nine months ended March 31, 2023 for these awards was $(1.1) million, as a result of reversing unvested grants for terminated executives during the period. The total expense recognized for the three and nine months ended March 31, 2022 for these awards was $0.1 million and $1.0 million, respectively. COMMON STOCK AWARDS Two employees of Hudson Executive, a greater than 10% shareholder and a related party of the Company, entered into consulting agreements with the Company in August and September of 2020, respectively, under which the consultants provided financial and strategic analysis and advisory services to the Company's CEO through July 31, 2021. As consideration for the services, in March 2021 the consultants were granted a total of 80,000 restricted stock units. In September 2021, the Company extended these consulting agreements through July 31, 2022 and, in connection therewith, the consultants were granted an additional 20,000 restricted stock units. On February 2, 2022, the Board of Directors of the Company appointed one of the above mentioned employees of Hudson Executive as a director of the Company, effective immediately. In connection with the appointment to the Board, the consulting agreement for that individual was terminated, effective February 2, 2022. The total expense recognized for the three and nine months ended March 31, 2023 and 2022 for these consulting agreements was immaterial. The total expense recognized for common stock awards for the three and nine months ended March 31, 2023 was $0.3 million and $1.3 million, respectively, and for the three and nine months ended March 31, 2022 was $0.5 million and $1.3 million, respectively. PREFERRED STOCK During the nine months ended March 31, 2023, the Company retired 59,281 shares of its Series A convertible preferred stock that it purchased for an aggregate amount of approximately $2.5 million. The repurchase transaction was primarily accounted for as an extinguishment of preferred stock and recorded as a decrease to the carrying value of the preferred stock in the amount of $0.5 million and common stock of $1.7 million for an aggregate amount of $2.2 million that was included within the Cash flows from financing activities in the Condensed Consolidated Statements of Cash Flows. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES LITIGATION We are a party to litigation and other proceedings that arise in the ordinary course of our business. These types of matters could result in fines, penalties, compensatory or treble damages or non-monetary sanctions or relief. In accordance with the accounting guidance for contingencies, we reserve for litigation claims and assessments asserted or threatened against us when a loss is probable and the amount of the loss can be reasonably estimated. We cannot predict the outcome of legal or other proceedings with certainty. Securities and Exchange Commission ("SEC") Inquiries and Settlement In fiscal year 2019, the USA Technologies Audit Committee, with the assistance of independent legal and forensic accounting advisors, conducted an internal investigation of then-current and prior period matters relating to certain contractual arrangements, including the accounting treatment, financial reporting and internal controls related to such arrangements (the “2019 Investigation”). During the quarter, the Company entered into a preliminary settlement agreement with the SEC to resolve its investigation of these legacy matters. If approved by the SEC, the Company anticipates that this resolution will entail a financial payment no more than $1 million higher than the amount previously accrued. As of March 31, 2023, we fully reserved for the settlement. During the quarter, the Company received a $2.0 million insurance reimbursement for legal fees and expenses incurred in connection with the 2019 Investigation. The insurance reimbursement was recorded as a reduction of "Investigation, proxy and restatement expenses, net of insurance recoveries" on the Company's Condensed Consolidated Statement of Operations. The Company has entered into various operating lease obligations. See Note 3 - Leases for additional information. Purchase Commitments |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS A member of our Board of Directors serves as a strategic advisor to a consulting firm that we utilize for payments analytics and advisory services. These services are utilized by the Company to reduce the cost of our interchange and other processing fees charged by payment processors and credit card networks. As consideration for the services, we pay the consulting firm a success fee based on the savings realized by the Company, and a recurring monthly subscription fee for the analytical services. The total expense recognized within Cost of subscription and transaction fees for the three and nine months ended March 31, 2023 for these arrangements was $0.1 million and $0.2 million, respectively . The total expense recognized within Cost of subscription and transaction fees for the three and nine months ended March 31, 2022 for these arrangements was $0.3 million and $1.1 million respectively. See Note 13 - Equity for information on transactions relating to Hudson Executive. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Preparation | Basis of Presentation and Preparation The accompanying unaudited condensed 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 June 30, 2022 Annual Report on Form 10-K. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments considered necessary for a fair statement of financial results for the interim period. Operating results for the three and nine months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, 2023. Actual results could differ from estimates. The balance sheet at June 30, 2022 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. The Company operates as one operating segment because its chief operating decision maker, who is the Chief Executive Officer, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. The Company assessed the foreign exchange impact associated with the 32M U.K. operations, which utilized the British Pound as its functional currency, and concluded the foreign currency fluctuations were highly immaterial to our financial statements including Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Condensed |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Lessor Classification In July 2021, the FASB issued ASU 2021-05, “ Lessors – Certain Leases with Variable Lease Payments ” which requires lessors to classify leases as operating leases if they have variable lease payments that do not depend on an index or rate and would have selling losses if they were classified as sales-type or direct financing leases. The Company adopted this pronouncement on July 1, 2022. The adoption of this accounting standard did not materially impact the Company’s condensed consolidated financial statements. Accounting for Debt and Equity Instruments In August 2020, the FASB issued ASU 2020-06, “ Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ” which simplifies accounting for convertible instruments and the derivatives scope exception for contracts in an entity's own equity and improves and amends the related earnings per share (EPS) guidance. The Company adopted this pronouncement on July 1, 2022. The adoption of this accounting standard did not materially impact the Company’s condensed consolidated financial statements. |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Assets and Liabilities | At March 31, 2023, the Company has the following balances recorded in the balance sheet related to its lease arrangements: ($ in thousands) Balance Sheet Classification As of March 31, 2023 As of June 30, 2022 Assets: Operating lease right-of-use assets $ 2,799 $ 2,370 Liabilities: Current Accrued expenses $ 1,445 $ 1,538 Long-term Operating lease liabilities, non-current 2,641 2,366 Total lease liabilities $ 4,086 $ 3,904 |
Lease Costs | Components of lease cost are as follows: ($ in thousands) Three months ended March 31, 2023 Three months ended March 31, 2022 Operating lease costs* 691 462 ($ in thousands) Nine months ended March 31, 2023 Nine months ended March 31, 2022 Operating lease costs* 1,778 1,347 * Includes short-term lease and variable lease costs, which are not material. Supplemental cash flow information and non-cash activity related to our leases are as follows: ($ in thousands) Nine months ended March 31, 2023 Nine months ended March 31, 2022 Supplemental cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 1,793 $ 1,257 Non-cash activity: Lease assets obtained in exchange for new operating lease liabilities $ — $ 471 |
Maturities of Lease Liabilities, Operating Leases | Maturities of lease liabilities by fiscal year for our leases are as follows: ($ in thousands) Operating Remainder of 2023 $ 548 2024 1,449 2025 1,127 2026 1,048 2027 440 Thereafter $ — Total lease payments $ 4,612 Less: Imputed interest (526) Present value of lease liabilities $ 4,086 |
Property, Plant, and Equipment, Lessor Asset under Operating Lease | Property and equipment used for the operating lease rental program consisted of the following: ($ in thousands) March 31, June 30, Cost $ 28,182 25,242 Accumulated depreciation (22,915) (22,914) Net $ 5,267 $ 2,328 |
REVENUES (Tables)
REVENUES (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Based on similar operational characteristics, the Company's revenues are disaggregated as follows: Three months ended March 31, Nine months ended March 31, ($ in thousands) 2023 2022 2023 2022 Transaction fees $ 33,389 $ 27,509 $ 97,076 $ 80,704 Subscription fees 17,856 14,634 50,176 43,252 Subscription and transaction fees $ 51,245 $ 42,143 $ 147,252 $ 123,956 Equipment sales 9,111 8,157 32,216 23,215 Total revenues $ 60,356 $ 50,300 $ 179,468 $ 147,171 |
Contract Liabilities | The Company’s contract liability (i.e., deferred revenue) balances are as follows: Three months ended March 31, Three months ended March 31, ($ in thousands) 2023 2022 Deferred revenue, beginning of the period $ 1,970 $ 1,745 Deferred revenue, end of the period 1,894 1,970 Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period $ 94 $ 87 Nine months ended March 31, Nine months ended March 31, ($ in thousands) 2023 2022 Deferred revenue, beginning of the period $ 1,893 $ 1,763 Deferred revenue, end of the period 1,894 1,970 Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period $ 319 $ 301 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisition | The estimated fair value of the purchase price consideration consisted of the following: ($ in thousands) Closing cash consideration $ 36,796 Stock Consideration 3,942 Fair value of total consideration transferred $ 40,738 ($ in thousands) Amount Cash and cash equivalents $ 941 Accounts receivable 2,502 Inventories 1,862 Intangible assets 13,222 Other assets 535 Total identifiable assets acquired 19,062 Accounts payable (2,457) Tax liabilities (1,983) Total liabilities assumed (4,440) Total identifiable net assets 14,622 Goodwill 26,116 Fair value of total consideration transferred $ 40,738 The following table summarizes the total consideration paid for Yoke, total net assets acquired, identifiable assets and goodwill recognized at the acquisition date: ($ in thousands) Amount Consideration Cash $ 2,966 Contingent consideration arrangement $ 1,000 Fair value of total consideration transferred $ 3,966 Recognized amounts of identifiable assets Total net assets acquired $ 21 Identifiable intangible assets $ 1,235 Total identifiable net assets $ 1,256 Goodwill $ 2,710 |
Schedule of Pro Forma Operations Results | Three months ended March 31, Nine months ended March 31, (In thousands) 2023 2022 2023 2022 Revenues $ 60,356 $ 54,620 $ 187,806 $ 159,285 Net income (loss) 5,832 1,545 (1,808) (3,981) The supplemental pro forma for the nine months ended March 31, 2023 was adjusted to exclude $2.8 million of acquisition related costs. The supplemental pro forma for the nine months ended March 31, 2022 was adjusted to include $2.8 million of acquisition related costs, the components of which were previously described. |
FINANCE RECEIVABLES (Tables)
FINANCE RECEIVABLES (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Finance Receivables | As of March 31, 2023 and June 30, 2022, finance receivables consist of the following: ($ in thousands) March 31, June 30, Current finance receivables, net $ 7,477 $ 6,721 Finance receivables due after one year, net 13,870 14,727 Total finance receivables, net of allowance of $864 and $760, respectively $ 21,347 $ 21,448 |
Schedule of Credit Quality Indicators | At March 31, 2023, the gross lease receivable by current payment performance on a contractual basis and year of origination consisted of the following: Leases by Origination ($ in thousands) Up to 1 Year Ago Between 1 and 2 Years Ago Between 2 and 3 Years Ago Between 3 and 4 Years Ago Between 4 and 5 Years Ago More than 5 Years Ago Total Current $ 8,570 $ 5,538 $ 2,312 $ 1,814 $ 1,706 $ 30 $ 19,970 30 days and under 72 83 59 69 64 16 363 31-60 days 12 42 29 55 61 14 213 61-90 days 7 30 33 48 58 15 191 Greater than 90 days 27 169 98 393 632 155 1,474 Total finance receivables $ 8,688 $ 5,862 $ 2,531 $ 2,379 $ 2,521 $ 230 $ 22,211 At June 30, 2022, the gross lease receivable by current payment performance on a contractual basis and year of origination consisted of the following: Leases by Origination ($ in thousands) Up to 1 Year Ago Between 1 and 2 Years Ago Between 2 and 3 Years Ago Between 3 and 4 Years Ago Between 4 and 5 Years Ago More than 5 Years Ago Total Current $ 7,451 $ 5,047 $ 2,758 $ 2,593 $ 2,807 $ 103 $ 20,759 30 days and under 18 10 32 56 94 3 213 31-60 days 25 23 26 58 100 — 232 61-90 days 25 14 20 46 91 — 196 Greater than 90 days 41 47 97 232 391 — 808 Total finance receivables $ 7,560 $ 5,141 $ 2,933 $ 2,985 $ 3,483 $ 106 $ 22,208 At March 31, 2023, credit quality indicators by year of origination consisted of the following: Leases by Origination ($ in thousands) Up to 1 Year Ago Between 1 and 2 Years Ago Between 2 and 3 Years Ago Between 3 and 4 Years Ago Between 4 and 5 Years Ago More than 5 Years Ago Total High ratio customers $ 8,661 $ 5,576 $ 2,219 $ 1,837 $ 1,786 $ 64 $ 20,143 Low ratio customers 27 286 312 542 735 166 2,068 Total finance receivables $ 8,688 $ 5,862 $ 2,531 $ 2,379 $ 2,521 $ 230 $ 22,211 At June 30, 2022, credit quality indicators by year of origination consisted of the following: Leases by Origination ($ in thousands) Up to 1 Year Ago Between 1 and 2 Years Ago Between 2 and 3 Years Ago Between 3 and 4 Years Ago Between 4 and 5 Years Ago More than 5 Years Ago Total High ratio customers $ 7,498 $ 4,853 $ 2,688 $ 2,623 $ 2,950 $ 102 $ 20,714 Low ratio customers 62 288 245 362 533 4 1,494 Total finance receivables $ 7,560 $ 5,141 $ 2,933 $ 2,985 $ 3,483 $ 106 $ 22,208 |
Financing Receivable, Allowance for Credit Loss | The following table represents a rollforward of the allowance for finance receivables for the three and nine months ending March 31, 2023 and 2022: Three months ended March 31, Three months ended March 31, ($ in thousands) 2023 2022 Balance, beginning of period $ 864 $ 1,062 Provision for expected losses — 225 Write-offs — (138) Balance, end of period $ 864 $ 1,149 Nine months ended March 31, Nine months ended March 31, ($ in thousands) 2023 2022 Balance, beginning of period $ 760 $ 1,109 Provision for expected losses 392 425 Write-offs (288) (385) Balance, end of period $ 864 $ 1,149 |
Schedule of Cash To Be Collected On Performing Financing Receivable | Cash to be collected on our performing finance receivables due for each of the fiscal years are as follows: ($ in thousands) 2023 (remaining 3 months) $ 2,690 2024 7,570 2025 5,965 2026 4,546 2027 2,754 Thereafter 793 Total amounts to be collected 24,318 Less: interest (2,107) Less: allowance for receivables (864) Total finance receivables $ 21,347 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Rollforward of Allowance for Doubtful Accounts | The following table represents a rollforward of the allowance for credit losses for the three and nine months ending March 31, 2023 and 2022: Three months ended March 31, ($ in thousands) 2023 2022 Balance, beginning of period $ 10,122 $ 7,161 Provision for expected losses 296 981 Write-offs — (1,022) Balance, end of period $ 10,418 $ 7,120 Nine months ended March 31, ($ in thousands) 2023 2022 Balance, beginning of period $ 9,328 $ 6,614 Provision for expected losses 1,431 2,094 Write-offs (341) (1,588) Balance, end of period $ 10,418 $ 7,120 |
EARNINGS (LOSS) PER SHARE CAL_2
EARNINGS (LOSS) PER SHARE CALCULATION (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss per Share | The calculation of basic and diluted earnings (loss) per share is presented below: Three months ended ($ in thousands, except per share data) 2023 2022 Numerator for basic and diluted earnings (loss) per share Net earnings $ 6,948 $ 2,136 Preferred dividends (289) (334) Net earnings applicable to common shareholders 6,659 1,802 Denominator for basic earnings (loss) per share - Weighted average shares outstanding 72,491,373 71,083,044 Effect of dilutive potential common shares 374,848 403,674 Denominator for diluted loss per share - Adjusted weighted average shares outstanding 72,866,221 71,486,718 Basic and diluted earnings per share $ 0.09 $ 0.03 Nine months ended March 31, ($ in thousands, except per share data) 2023 2022 Numerator for basic and diluted loss per share Net earnings (loss) $ (2,199) $ 377 Preferred dividends (623) (668) Net earnings (loss) applicable to common shareholders (2,822) (291) Denominator for basic loss per share - Weighted average shares outstanding 71,771,135 71,076,022 Effect of dilutive potential common shares — — Denominator for diluted loss per share - Adjusted weighted average shares outstanding 71,771,135 71,076,022 Basic and diluted loss per share $ (0.04) $ — |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule Of Intangible Asset Balances and Goodwill | Intangible asset balances and goodwill consisted of the following: As of March 31, 2023 ($ in thousands) Gross Accumulated Net Amortization Intangible assets: Brand and tradenames $ 2,226 $ (1,377) $ 849 1 - 7 years Developed technology 19,267 (10,678) 8,589 5 - 6 years Customer relationships 24,592 (6,213) 18,379 5 - 18 years Total intangible assets $ 46,085 $ (18,268) $ 27,817 Goodwill 92,772 — 92,772 Indefinite As of June 30, 2022 ($ in thousands) Gross Accumulated Net Amortization Intangible assets: Brand and tradenames 1,705 (1,133) 572 1 - 7 years Developed technology 11,819 (8,761) 3,058 5 - 6 years Customer relationships 19,339 (5,022) 14,317 10 - 18 years Total intangible assets $ 32,863 $ (14,916) $ 17,947 Goodwill 66,656 — 66,656 Indefinite |
DEBT AND OTHER FINANCING ARRA_2
DEBT AND OTHER FINANCING ARRANGEMENTS (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule Of Long-Term Debt Instruments | The Company's debt and other financing arrangements as of March 31, 2023 and June 30, 2022 consisted of the following: As of March 31, As of June 30, ($ in thousands) 2023 2022 JPMorgan Credit Facility* 39,250 14,813 Other obligations 53 70 Less: unamortized issuance costs and debt discount (202) (261) Total 39,101 14,622 Less: debt and other financing arrangements, current (787) (692) Debt and other financing arrangements, noncurrent $ 38,314 $ 13,930 * See discussion below on amendment to the JPMorgan Credit Facility. Details of interest income (expense) presented on the Condensed Consolidated Statements of Operations are as follows: Three months ended Nine months ended March 31, March 31, ($ in thousands) 2023 2022 2023 2022 JPMorgan Credit Facility* 1,142 221 1,733 679 Other interest income (879) (1,073) (475) (579) Total interest (income) expense, net $ 263 $ (852) $ 1,258 $ 100 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following as of March 31, 2023 and June 30, 2022: As of March 31, As of June 30, ($ in thousands) 2023 2022 Sales tax reserve $ 13,172 $ 14,694 Accrued compensation and related sales commissions 2,483 3,289 Operating lease liabilities, current 1,445 1,538 Accrued professional fees 5,185 4,200 Accrued taxes and filing fees payable 1,349 2,036 Contingent consideration arrangement for the Yoke acquisition* — 1,000 Other accrued expenses 1,656 1,397 Consideration withheld in escrow for the 32M acquisition* 442 — Total accrued expenses $ 25,732 $ 28,154 * See Note 5 - Acquisition for description of the arrangement. |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule Of Stock Option Granted Weighted Average Assumptions | The fair value of options granted during the nine months ended March 31, 2023 and 2022 were determined using the following assumptions and includes only options with an established grant date under ASC 718: Nine months ended March 31, 2023 2022 Expected volatility (percent) 74.6% - 77.6% 73.2% - 73.6% Weighted average expected life (years) 4.4 - 4.6 4.5 Dividend yield (percent) 0.0 % 0.0 % Risk-free interest rate (percent) 2.7% - 4.1% 1.0% - 1.2% Number of options granted 1,720,000 777,000 Weighted average exercise price $ 4.61 $ 9.28 Weighted average grant date fair value $ 2.89 $ 5.34 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 9 Months Ended |
Mar. 31, 2023 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
LEASES - Assets and Liabilities
LEASES - Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Assets: | ||
Operating lease right-of-use assets | $ 2,799 | $ 2,370 |
Liabilities: | ||
Operating lease liabilities, accrued expenses | $ 1,445 | $ 1,538 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current | Accrued Liabilities, Current |
Operating lease liabilities, non-current | $ 2,641 | $ 2,366 |
Total lease liabilities | $ 4,086 | $ 3,904 |
LEASES - Components of Lease Co
LEASES - Components of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||||
Operating lease costs | $ 691 | $ 462 | $ 1,778 | $ 1,347 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Supplemental cash flow information: | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 1,793 | $ 1,257 |
Non-cash activity: | ||
Lease assets obtained in exchange for new operating lease liabilities | $ 0 | $ 471 |
LEASES - Maturities of Lease Li
LEASES - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Operating Leases | ||
Remainder of 2023 | $ 548 | |
2024 | 1,449 | |
2025 | 1,127 | |
2026 | 1,048 | |
2027 | 440 | |
Thereafter | 0 | |
Total lease payments | 4,612 | |
Less: Imputed interest | (526) | |
Present value of lease liabilities | $ 4,086 | $ 3,904 |
LEASES - Property and Equipment
LEASES - Property and Equipment Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Leases [Abstract] | ||
Cost | $ 28,182 | $ 25,242 |
Accumulated depreciation | (22,915) | (22,914) |
Net | $ 5,267 | $ 2,328 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Mar. 31, 2023 |
Leases [Abstract] | |
Operating lease extension period | 70 months |
REVENUES - Schedule of Revenue
REVENUES - Schedule of Revenue by (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 60,356 | $ 50,300 | $ 179,468 | $ 147,171 |
Subscription and transaction fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 51,245 | 42,143 | 147,252 | 123,956 |
Transaction fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 33,389 | 27,509 | 97,076 | 80,704 |
Subscription fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 17,856 | 14,634 | 50,176 | 43,252 |
Equipment sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 9,111 | $ 8,157 | $ 32,216 | $ 23,215 |
REVENUES - Narrative (Details)
REVENUES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Capitalized costs, amortization | $ 0.2 | $ 0.2 | $ 0.6 | $ 0.5 | |
Prepaid expenses and other current assets | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Capitalized costs | 0.5 | 0.5 | $ 0.5 | ||
Other noncurrent assets | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Capitalized costs | $ 2.5 | $ 2.5 | $ 2.3 |
REVENUES - Contract Liability (
REVENUES - Contract Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | ||||||||
Deferred revenue | $ 1,894 | $ 1,970 | $ 1,894 | $ 1,970 | $ 1,970 | $ 1,893 | $ 1,745 | $ 1,763 |
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period | $ 94 | $ 87 | $ 319 | $ 301 |
ACQUISITION - Narrative (Detail
ACQUISITION - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | |||||||||
Dec. 01, 2022 | Jul. 27, 2022 | Aug. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | |||||||||||||
Closing cash consideration | $ 35,855 | $ 2,966 | |||||||||||
Proceeds from long-term debt | 25,000 | 738 | |||||||||||
Intangible assets acquired | $ 1,200 | ||||||||||||
Goodwill | $ 92,772 | $ 92,772 | 92,772 | $ 66,656 | |||||||||
Earnings from acquisition date | 6,948 | $ (573) | $ (8,574) | $ 2,136 | $ (468) | $ (1,291) | (2,199) | 377 | |||||
Term Facility | 2021 JPMorgan Secured Term Facility | Line of Credit | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Proceeds from long-term debt | $ 25,000 | ||||||||||||
Three Square Market, Inc. | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Fair value of total consideration transferred | 40,738 | ||||||||||||
Closing cash consideration | $ 36,796 | ||||||||||||
Number of shares issued in business acquisition | 1,240,920 | ||||||||||||
Value of shares issued in business acquisition | $ 3,900 | ||||||||||||
Escrow deposit | 500 | ||||||||||||
Goodwill | 26,100 | 26,116 | 26,116 | 26,116 | |||||||||
Allocation amount update to liabilities | $ 700 | ||||||||||||
Acquisition related costs | $ 2,800 | $ 2,800 | |||||||||||
Revenues from acquisition date | 6,600 | ||||||||||||
Earnings from acquisition date | $ 400 | ||||||||||||
Three Square Market, Inc. | Term Facility | 2021 JPMorgan Secured Term Facility | Line of Credit | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Proceeds from long-term debt | 25,000 | ||||||||||||
Three Square Market, Inc. | First Anniversary of Acquisition | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Percentage of shares released from escrow | 50% | 50% | 50% | ||||||||||
Three Square Market, Inc. | Second Anniversary of Acquisition | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Percentage of shares released from escrow | 50% | 50% | 50% | ||||||||||
Yoke | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Fair value of total consideration transferred | 3,966 | ||||||||||||
Closing cash consideration | 2,966 | ||||||||||||
Goodwill | 2,710 | ||||||||||||
Cash payment to acquire business | $ 1,000 | 3,000 | |||||||||||
Deferred cash payment | 1,000 | ||||||||||||
Developed Technology | Three Square Market, Inc. | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets acquired | 7,400 | ||||||||||||
Developed Technology | Yoke | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets acquired | 900 | ||||||||||||
Customer relationships | Three Square Market, Inc. | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets acquired | 5,300 | ||||||||||||
Customer relationships | Yoke | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets acquired | 300 | ||||||||||||
Trade names | Three Square Market, Inc. | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets acquired | $ 500 | ||||||||||||
Trade names | Yoke | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets acquired | $ 100 |
ACQUISITION - Summary of Purcha
ACQUISITION - Summary of Purchase Price Consideration (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Dec. 01, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | |||
Closing cash consideration | $ 35,855 | $ 2,966 | |
Three Square Market, Inc. | |||
Business Acquisition [Line Items] | |||
Closing cash consideration | $ 36,796 | ||
Fair value of total consideration transferred | 40,738 | ||
Three Square Market, Inc. | Common Stock | |||
Business Acquisition [Line Items] | |||
Stock Consideration | $ 3,942 |
ACQUISITION - Summary of Assets
ACQUISITION - Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 01, 2022 | Jun. 30, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 92,772 | $ 66,656 | |
Three Square Market, Inc. | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 941 | ||
Accounts receivable | 2,502 | ||
Inventories | 1,862 | ||
Intangible assets | 13,222 | $ 13,200 | |
Other assets | 535 | ||
Total identifiable assets acquired | 19,062 | ||
Accounts payable | (2,457) | ||
Tax liabilities | (1,983) | ||
Total liabilities assumed | (4,440) | ||
Total identifiable net assets | 14,622 | ||
Goodwill | 26,116 | $ 26,100 | |
Fair value of total consideration transferred | $ 40,738 |
ACQUISITION - Pro forma results
ACQUISITION - Pro forma results (Details) - Three Square Market, Inc. - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Revenues | $ 60,356 | $ 54,620 | $ 187,806 | $ 159,285 |
Net income (loss) | $ 5,832 | $ 1,545 | (1,808) | (3,981) |
Acquisition related costs | $ 2,800 | $ 2,800 |
ACQUISITION - Summary of Total
ACQUISITION - Summary of Total Consideration Paid for Acquisition (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Aug. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Consideration | ||||
Cash | $ 35,855 | $ 2,966 | ||
Recognized amounts of identifiable assets | ||||
Goodwill | $ 92,772 | $ 66,656 | ||
Yoke | ||||
Consideration | ||||
Cash | $ 2,966 | |||
Contingent consideration arrangement | 1,000 | |||
Fair value of total consideration transferred | 3,966 | |||
Recognized amounts of identifiable assets | ||||
Total net assets acquired | 21 | |||
Identifiable intangible assets | 1,235 | |||
Total identifiable net assets | 1,256 | |||
Goodwill | $ 2,710 |
FINANCE RECEIVABLES - Narrative
FINANCE RECEIVABLES - Narrative (Details) | 9 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Finance receivables, lease term | 60 months |
FINANCE RECEIVABLES - Informati
FINANCE RECEIVABLES - Information Regarding Finance Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 |
Receivables [Abstract] | ||||||||
Current finance receivables, net | $ 7,477 | $ 6,721 | ||||||
Finance receivables due after one year, net | 13,870 | 14,727 | ||||||
Total finance receivables | 21,347 | 21,448 | ||||||
Finance receivable, allowance | $ 864 | $ 864 | $ 864 | $ 760 | $ 1,149 | $ 1,062 | $ 1,149 | $ 1,109 |
FINANCE RECEIVABLES - Schedule
FINANCE RECEIVABLES - Schedule by Year of Origination (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Up to 1 Year Ago | $ 8,688 | $ 7,560 |
Between 1 and 2 Years Ago | 5,862 | 5,141 |
Between 2 and 3 Years Ago | 2,531 | 2,933 |
Between 3 and 4 Years Ago | 2,379 | 2,985 |
Between 4 and 5 Years Ago | 2,521 | 3,483 |
More than 5 Years Ago | 230 | 106 |
Total | 22,211 | 22,208 |
High ratio customers | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Up to 1 Year Ago | 8,661 | 7,498 |
Between 1 and 2 Years Ago | 5,576 | 4,853 |
Between 2 and 3 Years Ago | 2,219 | 2,688 |
Between 3 and 4 Years Ago | 1,837 | 2,623 |
Between 4 and 5 Years Ago | 1,786 | 2,950 |
More than 5 Years Ago | 64 | 102 |
Total | 20,143 | 20,714 |
Low ratio customers | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Up to 1 Year Ago | 27 | 62 |
Between 1 and 2 Years Ago | 286 | 288 |
Between 2 and 3 Years Ago | 312 | 245 |
Between 3 and 4 Years Ago | 542 | 362 |
Between 4 and 5 Years Ago | 735 | 533 |
More than 5 Years Ago | 166 | 4 |
Total | 2,068 | 1,494 |
Current | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Up to 1 Year Ago | 8,570 | 7,451 |
Between 1 and 2 Years Ago | 5,538 | 5,047 |
Between 2 and 3 Years Ago | 2,312 | 2,758 |
Between 3 and 4 Years Ago | 1,814 | 2,593 |
Between 4 and 5 Years Ago | 1,706 | 2,807 |
More than 5 Years Ago | 103 | |
More than 5 Years Ago | 30 | |
Total | 19,970 | 20,759 |
30 days and under | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Up to 1 Year Ago | 72 | 18 |
Between 1 and 2 Years Ago | 83 | 10 |
Between 2 and 3 Years Ago | 59 | 32 |
Between 3 and 4 Years Ago | 69 | 56 |
Between 4 and 5 Years Ago | 64 | 94 |
More than 5 Years Ago | 16 | 3 |
Total | 363 | 213 |
31-60 days | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Up to 1 Year Ago | 12 | 25 |
Between 1 and 2 Years Ago | 42 | 23 |
Between 2 and 3 Years Ago | 29 | 26 |
Between 3 and 4 Years Ago | 55 | 58 |
Between 4 and 5 Years Ago | 61 | 100 |
More than 5 Years Ago | 14 | 0 |
Total | 213 | 232 |
61-90 days | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Up to 1 Year Ago | 7 | 25 |
Between 1 and 2 Years Ago | 30 | 14 |
Between 2 and 3 Years Ago | 33 | 20 |
Between 3 and 4 Years Ago | 48 | 46 |
Between 4 and 5 Years Ago | 58 | 91 |
More than 5 Years Ago | 15 | 0 |
Total | 191 | 196 |
Greater than 90 days | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Up to 1 Year Ago | 27 | 41 |
Between 1 and 2 Years Ago | 169 | 47 |
Between 2 and 3 Years Ago | 98 | 97 |
Between 3 and 4 Years Ago | 393 | 232 |
Between 4 and 5 Years Ago | 632 | 391 |
More than 5 Years Ago | 155 | 0 |
Total | $ 1,474 | $ 808 |
FINANCE RECEIVABLES - Schedul_2
FINANCE RECEIVABLES - Schedule of Credit Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | $ 864 | $ 1,062 | $ 760 | $ 1,109 |
Provision for expected losses | 0 | 225 | 392 | 425 |
Write-offs | 0 | (138) | (288) | (385) |
Ending balance | $ 864 | $ 1,149 | $ 864 | $ 1,149 |
FINANCE RECEIVABLES - Summary o
FINANCE RECEIVABLES - Summary of Finance Receivables Fiscal Years (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 |
Receivables [Abstract] | ||||||||
2023 (remaining 3 months) | $ 2,690 | |||||||
2024 | 7,570 | |||||||
2025 | 5,965 | |||||||
2026 | 4,546 | |||||||
2027 | 2,754 | |||||||
Thereafter | 793 | |||||||
Total amounts to be collected | 24,318 | |||||||
Less: interest | (2,107) | |||||||
Less: allowance for receivables | (864) | $ (864) | $ (864) | $ (760) | $ (1,149) | $ (1,062) | $ (1,149) | $ (1,109) |
Total finance receivables | $ 21,347 | $ 21,448 |
ACCOUNTS RECEIVABLE - Additiona
ACCOUNTS RECEIVABLE - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 30, 2022 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Accounts receivable, net | $ 29,219 | $ 37,695 |
One Contract Manufacturer | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Accounts receivable, net | $ 0 | |
Accounts Receivable | Credit Concentration Risk | One Contract Manufacturer | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Concentration risk | 16% | |
Accounts Receivable | Credit Concentration Risk | Largest Customer | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Concentration risk | 6% | 17% |
ACCOUNTS RECEIVABLE - Schedule
ACCOUNTS RECEIVABLE - Schedule of Rollforward of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | $ 10,122 | $ 7,161 | $ 9,328 | $ 6,614 |
Provision for expected losses | 296 | 981 | 1,431 | 2,094 |
Write-offs | 0 | (1,022) | (341) | (1,588) |
Ending balance | $ 10,418 | $ 7,120 | $ 10,418 | $ 7,120 |
EARNINGS (LOSS) PER SHARE CAL_3
EARNINGS (LOSS) PER SHARE CALCULATION - Calculation of Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator for basic and diluted earnings (loss) per share | ||||||||
Net earnings (loss) | $ 6,948 | $ (573) | $ (8,574) | $ 2,136 | $ (468) | $ (1,291) | $ (2,199) | $ 377 |
Preferred dividends | (289) | (334) | (623) | (668) | ||||
Net income (loss) applicable to common shares | $ 6,659 | $ 1,802 | $ (2,822) | $ (291) | ||||
Denominator for basic earnings (loss) per share - Weighted average shares outstanding (in shares) | 72,491,373 | 71,083,044 | 71,771,135 | 71,076,022 | ||||
Effect of dilutive potential common shares (in shares) | 374,848 | 403,674 | 0 | 0 | ||||
Denominator for diluted loss per share - Adjusted weighted average shares outstanding (in shares) | 72,866,221 | 71,486,718 | 71,771,135 | 71,076,022 | ||||
Basic earnings (loss) per share (in dollars per share) | $ 0.09 | $ 0.03 | $ (0.04) | $ 0 | ||||
Diluted earnings (loss) per share (in dollars per share) | $ 0.09 | $ 0.03 | $ (0.04) | $ 0 |
EARNINGS (LOSS) PER SHARE CAL_4
EARNINGS (LOSS) PER SHARE CALCULATION - Narrative (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||||
Antidilutive shares excluded from the calculation of diluted earnings per shares (in shares) | 4.5 | 5 | 4.9 | 5 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Summary of Amortizable Intangible Asset (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 30, 2022 | |
Intangible assets: | ||
Gross | $ 46,085 | $ 32,863 |
Accumulated Amortization | (18,268) | (14,916) |
Net | 27,817 | 17,947 |
Goodwill [Abstract] | ||
Net | 92,772 | 66,656 |
Gross | 92,772 | 66,656 |
Brand and tradenames | ||
Intangible assets: | ||
Gross | 2,226 | 1,705 |
Accumulated Amortization | (1,377) | (1,133) |
Net | $ 849 | $ 572 |
Brand and tradenames | Minimum | ||
Intangible assets: | ||
Amortization Period | 1 year | 1 year |
Brand and tradenames | Maximum | ||
Intangible assets: | ||
Amortization Period | 7 years | 7 years |
Developed technology | ||
Intangible assets: | ||
Gross | $ 19,267 | $ 11,819 |
Accumulated Amortization | (10,678) | (8,761) |
Net | $ 8,589 | $ 3,058 |
Developed technology | Minimum | ||
Intangible assets: | ||
Amortization Period | 5 years | 5 years |
Developed technology | Maximum | ||
Intangible assets: | ||
Amortization Period | 6 years | 6 years |
Customer relationships | ||
Intangible assets: | ||
Gross | $ 24,592 | $ 19,339 |
Accumulated Amortization | (6,213) | (5,022) |
Net | $ 18,379 | $ 14,317 |
Customer relationships | Minimum | ||
Intangible assets: | ||
Amortization Period | 5 years | 10 years |
Customer relationships | Maximum | ||
Intangible assets: | ||
Amortization Period | 18 years | 18 years |
GOODWILL AND INTANGIBLES - Narr
GOODWILL AND INTANGIBLES - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Dec. 01, 2022 USD ($) | Aug. 31, 2021 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) reportingUnit | Mar. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||||||
Weighted average useful life | 16 years 7 months 6 days | ||||||
Amortization expense of acquired intangible assets | $ 1,700 | $ 800 | $ 3,400 | $ 2,500 | |||
Goodwill | 92,772 | $ 92,772 | $ 66,656 | ||||
Goodwill, acquired during period | $ 2,700 | ||||||
Intangible assets acquired | $ 1,200 | ||||||
Number of reporting units | reportingUnit | 1 | ||||||
Goodwill impairment | 0 | $ 0 | $ 0 | $ 0 | |||
Brand and tradenames | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Weighted average useful life | 2 years 2 months 12 days | ||||||
Developed technology | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Weighted average useful life | 4 years 1 month 6 days | ||||||
Customer relationships | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Weighted average useful life | 10 years 3 months 18 days | ||||||
Three Square Market, Inc. | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill | $ 26,100 | 26,116 | $ 26,116 | ||||
Intangible assets | 13,200 | $ 13,222 | $ 13,222 | ||||
Three Square Market, Inc. | Customer relationships | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Intangible assets acquired | $ 5,300 |
DEBT AND OTHER FINANCING ARRA_3
DEBT AND OTHER FINANCING ARRANGEMENTS - Debt and Other Financing Arrangement Summary (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Debt Instrument [Line Items] | ||
Less: unamortized issuance costs and debt discount | $ (202) | $ (261) |
Total | 39,101 | 14,622 |
Less: debt and other financing arrangements, current | (787) | (692) |
Debt and other financing arrangements, noncurrent | 38,314 | 13,930 |
Line of Credit | JP Morgan Credit Facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 39,250 | 14,813 |
Other obligations | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 53 | $ 70 |
DEBT AND OTHER FINANCING ARRA_4
DEBT AND OTHER FINANCING ARRANGEMENTS - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Total interest (income) expense, net | $ 263 | $ (852) | $ 1,258 | $ 100 |
Line of Credit | JP Morgan Credit Facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total interest (income) expense, net | 1,142 | 221 | 1,733 | 679 |
Other obligations | ||||
Debt Instrument [Line Items] | ||||
Other interest income | $ (879) | $ (1,073) | $ (475) | $ (579) |
DEBT AND OTHER FINANCING ARRA_5
DEBT AND OTHER FINANCING ARRANGEMENTS - JP Morgan Chase Bank Credit Agreement (Details) | 9 Months Ended | ||||||
Mar. 31, 2023 | Dec. 01, 2022 USD ($) | Mar. 17, 2022 USD ($) | Aug. 14, 2020 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||
Proceeds from long-term debt | $ 25,000,000 | $ 738,000 | |||||
Revolving Credit Facility | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs | $ 300,000 | ||||||
2020 Antara Term Facility | Term Facility | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 30,000,000 | ||||||
2021 JPMorgan Revolving Facility | Revolving Credit Facility | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | 5,000,000 | ||||||
2021 JPMorgan Secured Term Facility | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate, during period | 8.80% | ||||||
2021 JPMorgan Secured Term Facility | Term Facility | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 25,000,000 | 15,000,000 | |||||
Proceeds from long-term debt | $ 25,000,000 | ||||||
JP Morgan Credit Facility | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 5,000,000 | ||||||
Term | 3 years | ||||||
Interest rate, increase | 2% | ||||||
Commitment fee | 0.50% | ||||||
JP Morgan Credit Facility | Line of Credit | Period One | |||||||
Debt Instrument [Line Items] | |||||||
Adjusted quick ratio, minimum | 2.75 | ||||||
JP Morgan Credit Facility | Line of Credit | Period Two | |||||||
Debt Instrument [Line Items] | |||||||
Adjusted quick ratio, minimum | 3 | ||||||
JP Morgan Credit Facility | Line of Credit | Period Three | |||||||
Debt Instrument [Line Items] | |||||||
Adjusted quick ratio, maximum | 3 | ||||||
JP Morgan Credit Facility | Line of Credit | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 3.75% | ||||||
2022 JPMorgan Revolving Credit Facility | Revolving Credit Facility | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | 15,000,000 | ||||||
2022 Secured Term Facility | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Increase in line of credit | $ 10,000,000 | ||||||
JPMorgan Credit Facility | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Term | 4 years | ||||||
Commitment fee | 0.50% | ||||||
Total leverage ration, maximum | 3 | ||||||
JPMorgan Credit Facility | Line of Credit | Period One | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate, increase | 0.25% | ||||||
Adjusted quick ratio, maximum | 3 | ||||||
JPMorgan Credit Facility | Line of Credit | Period Two | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate, increase | 2% | ||||||
Adjusted quick ratio, maximum | 4 | ||||||
Minimum | JP Morgan Credit Facility | Line of Credit | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 2.75% | ||||||
Minimum | JP Morgan Credit Facility | Line of Credit | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 3.75% | ||||||
Minimum | JPMorgan Credit Facility | Line of Credit | Base Rate | Period One | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 2.50% | ||||||
Minimum | JPMorgan Credit Facility | Line of Credit | Base Rate | Period Two | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 2.75% | ||||||
Minimum | JPMorgan Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Period One | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 3.50% | ||||||
Maximum | JP Morgan Credit Facility | Line of Credit | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 3.75% | ||||||
Maximum | JP Morgan Credit Facility | Line of Credit | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 4.75% | ||||||
Maximum | JPMorgan Credit Facility | Line of Credit | Base Rate | Period One | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 3% | ||||||
Maximum | JPMorgan Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Period One | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 4% | ||||||
Maximum | JPMorgan Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Period Two | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 3.75% |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Payables and Accruals [Abstract] | ||
Sales tax reserve | $ 13,172 | $ 14,694 |
Accrued compensation and related sales commissions | 2,483 | 3,289 |
Operating lease liabilities, current | 1,445 | 1,538 |
Accrued professional fees | 5,185 | 4,200 |
Accrued taxes and filing fees payable | 1,349 | 2,036 |
Contingent consideration arrangement for the Yoke acquisition | 0 | 1,000 |
Other accrued expenses | 1,656 | 1,397 |
Consideration withheld in escrow for the 32M acquisition | 442 | 0 |
Total accrued expenses | $ 25,732 | $ 28,154 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 56 | $ 35 | $ 123 | $ 226 |
Unrecognized income tax benefit | $ 700 | $ 500 | $ 700 | $ 500 |
EQUITY - Schedule of Fair Value
EQUITY - Schedule of Fair Value of Options (Details) - Stock options - $ / shares | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Minimum expected volatility (percent) | 74.60% | 73.20% |
Maximum expected volatility (percent) | 77.60% | 73.60% |
Weighted average expected life (years) | 4 years 6 months | |
Dividend yield (percent) | 0% | 0% |
Minimum risk-free interest rate (percent) | 2.70% | 1% |
Maximum risk-free interest rate (percent) | 4.10% | 1.20% |
Number of options granted (in shares) | 1,720,000 | 777,000 |
Weighted average exercise price (in dollars per share) | $ 4.61 | $ 9.28 |
Weighted average grant date fair value (in dollars per share) | $ 2.89 | $ 5.34 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average expected life (years) | 4 years 4 months 24 days | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average expected life (years) | 4 years 7 months 6 days |
EQUITY - Stock Options (Details
EQUITY - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jan. 27, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock based compensation | $ 2,889 | $ 4,624 | |||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation | $ 1,100 | $ 900 | 2,700 | 2,300 | |
Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Consecutive trading days | 30 days | ||||
Performance goals, percentage achieved | 80% | ||||
Decrease in performance options | 2% | ||||
Stock based compensation | $ 0 | $ 100 | $ (1,100) | $ 1,000 | |
Performance Shares | Performance Period, One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, price per share, threshold (in dollars per share) | $ 10.50 | ||||
Performance Shares | Performance Period, Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, price per share, threshold (in dollars per share) | 13.50 | ||||
Performance Shares | Performance Period, Three | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, price per share, threshold (in dollars per share) | 16.50 | ||||
Performance Shares | Performance Period, Four | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, price per share, threshold (in dollars per share) | $ 19.50 | ||||
Performance Shares | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Performance Shares | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years |
EQUITY - Common Stock Awards (D
EQUITY - Common Stock Awards (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Stock based compensation | $ 2,889 | $ 4,624 | ||||
Restricted Stock Units (RSUs) | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Stock based compensation | $ 300 | $ 500 | $ 1,300 | $ 1,300 | ||
Restricted Stock Units (RSUs) | Two employees | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Shares issued for services (in shares) | 20,000 | 80,000 |
EQUITY - Preferred Stock (Detai
EQUITY - Preferred Stock (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Retirement of common stock | $ 1,733 | ||
Preferred stock carrying value decrease | $ 500 | ||
Common stock carrying value decrease | 1,700 | ||
Repurchase of Series A Convertible Preferred Stock | 2,153 | $ 0 | |
Operating Expense | |||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Preferred stock carrying value decrease | $ 300 | ||
Series A Convertible Preferred Stock | |||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Retirement of common stock (in shares) | 59,281 | ||
Retirement of common stock | $ 2,500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Settlement agreement, estimate of additional obligation not accrued (no more than) | $ 1 |
Purchase obligation | 7.4 |
Insurance proceeds | $ 2 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transactions [Abstract] | ||||
Cost of subscription and transaction fees | $ 0.1 | $ 0.3 | $ 0.2 | $ 1.1 |