Cover Page
Cover Page - shares | 6 Months Ended | |
Dec. 31, 2023 | Feb. 05, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 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 | 72,797,023 | |
Entity Central Index Key | 0000896429 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 43,478 | $ 50,927 |
Accounts receivable, net | 40,211 | 30,162 |
Finance receivables, net | 6,221 | 6,668 |
Inventory, net | 34,789 | 31,872 |
Prepaid expenses and other current assets | 6,307 | 3,754 |
Total current assets | 131,006 | 123,383 |
Non-current assets: | ||
Finance receivables due after one year, net | 11,707 | 13,307 |
Property and equipment, net | 27,751 | 25,281 |
Operating lease right-of-use assets | 8,443 | 2,575 |
Intangibles, net | 25,400 | 27,812 |
Goodwill | 92,903 | 92,005 |
Other assets | 5,178 | 5,249 |
Total non-current assets | 171,382 | 166,229 |
Total assets | 302,388 | 289,612 |
Current liabilities: | ||
Accounts payable | 50,181 | 52,869 |
Accrued expenses | 26,955 | 26,276 |
Current obligations under long-term debt | 1,073 | 882 |
Deferred revenue | 1,788 | 1,666 |
Total current liabilities | 79,997 | 81,693 |
Long-term liabilities: | ||
Deferred income taxes | 362 | 275 |
Long-term debt, less current portion | 37,010 | 37,548 |
Operating lease liabilities, non-current | 9,203 | 2,504 |
Total long-term liabilities | 46,575 | 40,327 |
Total liabilities | 126,572 | 122,020 |
Commitments and contingencies (Note 15) | ||
Convertible preferred stock: | ||
Series A convertible preferred stock, 900,000 shares authorized, 385,782 issued and outstanding, with liquidation preferences of $22,433 and $22,144 at December 31, 2023 and June 30, 2023, respectively | 2,720 | 2,720 |
Shareholders’ equity: | ||
Common stock, no par value, 640,000,000 shares authorized, 72,739,058 and 72,664,464 shares issued and outstanding at December 31, 2023 and June 30, 2023, respectively | 480,441 | 477,324 |
Accumulated deficit | (307,321) | (312,452) |
Accumulated other comprehensive loss | (24) | 0 |
Total shareholders’ equity | 173,096 | 164,872 |
Total liabilities, convertible preferred stock, and shareholders’ equity | $ 302,388 | $ 289,612 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
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 | 385,782 |
Convertible preferred stock, shares outstanding (in shares) | 385,782 | 385,782 |
Convertible preferred stock, liquidation preference | $ 22,433 | $ 22,144 |
Common stock, shares authorized (in shares) | 640,000,000 | 640,000,000 |
Common stock, shares issued (in shares) | 72,739,058 | 72,664,464 |
Common stock, shares outstanding (in shares) | 72,739,058 | 72,664,464 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | $ 65,359 | $ 61,330 | $ 128,042 | $ 119,112 |
Cost of sales | 41,043 | 42,889 | 79,398 | 86,509 |
Gross profit | 24,316 | 18,441 | 48,644 | 32,603 |
Operating expenses: | ||||
Sales and marketing | 4,367 | 3,210 | 8,509 | 5,735 |
Technology and product development | 3,030 | 5,299 | 7,198 | 12,164 |
General and administrative | 10,505 | 6,559 | 20,943 | 18,137 |
Investigation, proxy solicitation and restatement expenses, net of insurance recoveries | 0 | 150 | 0 | 547 |
Integration and acquisition expenses | 93 | 2,787 | 171 | 2,787 |
Depreciation and amortization | 2,736 | 1,350 | 5,483 | 2,666 |
Total operating expenses | 20,731 | 19,355 | 42,304 | 42,036 |
Operating income (loss) | 3,585 | (914) | 6,340 | (9,433) |
Other income (expense): | ||||
Interest income from leases | 493 | 878 | 1,010 | 1,445 |
Interest expense | (1,002) | (518) | (2,109) | (995) |
Other income (expense), net | 129 | 23 | 52 | (97) |
Total other (expense) income | (380) | 383 | (1,047) | 353 |
Income (loss) before income taxes | 3,205 | (531) | 5,293 | (9,080) |
Provision for income taxes | (81) | (42) | (162) | (67) |
Net income (loss) | 3,124 | (573) | 5,131 | (9,147) |
Preferred dividends | 0 | 0 | (289) | (334) |
Net income (loss) applicable to common shares | $ 3,124 | $ (573) | $ 4,842 | $ (9,481) |
Net earnings (loss) per common share | ||||
Basic (in dollars per share) | $ 0.04 | $ (0.01) | $ 0.07 | $ (0.13) |
Diluted (in dollars per share) | $ 0.04 | $ (0.01) | $ 0.07 | $ (0.13) |
Weighted average number of common shares outstanding used to compute net earnings (loss) per share applicable to common shares | ||||
Basic (in shares) | 72,743,162 | 71,629,939 | 72,730,563 | 71,418,845 |
Diluted (in shares) | 73,913,599 | 71,629,939 | 73,934,917 | 71,418,845 |
Subscription and transaction fees | ||||
Revenue | $ 56,029 | $ 48,932 | $ 111,164 | $ 96,007 |
Cost of sales | 31,885 | 30,202 | 63,613 | 60,572 |
Equipment sales | ||||
Revenue | 9,330 | 12,398 | 16,878 | 23,105 |
Cost of sales | $ 9,158 | $ 12,687 | $ 15,785 | $ 25,937 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
Net income (loss) | $ 3,124 | $ (573) | $ 5,131 | $ (9,147) |
Foreign currency translation adjustments | (24) | 0 | (24) | 0 |
Other comprehensive loss, net of income tax | (24) | 0 | (24) | 0 |
Total comprehensive income (loss) | $ 3,100 | $ (573) | $ 5,107 | $ (9,147) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Convertible Preferred Stock, beginning balance | $ 3,138 | |||
Convertible Preferred Stock, beginning balance (in shares) at Jun. 30, 2022 | 445,063 | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Repurchase of Series A convertible preferred stock (in shares) | (59,281) | |||
Repurchase of Series A convertible preferred stock | $ (418) | |||
Convertible Preferred Stock, ending balance (in shares) at Sep. 30, 2022 | 385,782 | |||
Convertible Preferred Stock, ending balance at Sep. 30, 2022 | $ 2,720 | |||
Beginning balance (in shares) at Jun. 30, 2022 | 71,188,053 | |||
Beginning balance at Jun. 30, 2022 | 156,833 | $ 469,918 | $ (313,085) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation (in shares) | 30,077 | |||
Stock-based compensation | 1,318 | $ 1,318 | ||
Repurchase of Series A convertible preferred stock | (1,733) | $ (1,733) | ||
Net income (loss) | (8,574) | (8,574) | ||
Ending balance (in shares) at Sep. 30, 2022 | 71,218,130 | |||
Ending balance at Sep. 30, 2022 | $ 147,844 | $ 469,503 | (321,659) | 0 |
Convertible Preferred Stock, beginning balance (in shares) at Jun. 30, 2022 | 445,063 | |||
Convertible Preferred Stock, ending balance (in shares) at Dec. 31, 2022 | 385,782 | |||
Convertible Preferred Stock, ending balance at Dec. 31, 2022 | $ 2,720 | |||
Beginning balance (in shares) at Jun. 30, 2022 | 71,188,053 | |||
Beginning balance at Jun. 30, 2022 | 156,833 | $ 469,918 | (313,085) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Other comprehensive loss | 0 | |||
Common stock issued for acquisition | 3,942 | |||
Net income (loss) | (9,147) | |||
Ending balance (in shares) at Dec. 31, 2022 | 72,462,969 | |||
Ending balance at Dec. 31, 2022 | 151,373 | $ 473,605 | (322,232) | 0 |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Convertible Preferred Stock, beginning balance | $ 2,720 | |||
Convertible Preferred Stock, beginning balance (in shares) at Sep. 30, 2022 | 385,782 | |||
Convertible Preferred Stock, ending balance (in shares) at Dec. 31, 2022 | 385,782 | |||
Convertible Preferred Stock, ending balance at Dec. 31, 2022 | $ 2,720 | |||
Beginning balance (in shares) at Sep. 30, 2022 | 71,218,130 | |||
Beginning balance at Sep. 30, 2022 | 147,844 | $ 469,503 | (321,659) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation (in shares) | 3,919 | |||
Stock-based compensation | 160 | $ 160 | ||
Other comprehensive loss | 0 | |||
Common stock issued for acquisition (in shares) | 1,240,920 | |||
Common stock issued for acquisition | 3,942 | $ 3,942 | ||
Net income (loss) | (573) | (573) | ||
Ending balance (in shares) at Dec. 31, 2022 | 72,462,969 | |||
Ending balance at Dec. 31, 2022 | 151,373 | $ 473,605 | (322,232) | 0 |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Convertible Preferred Stock, beginning balance | 2,720 | |||
Convertible Preferred Stock, beginning balance | $ 2,720 | |||
Convertible Preferred Stock, beginning balance (in shares) at Jun. 30, 2023 | 385,782 | |||
Convertible Preferred Stock, ending balance (in shares) at Sep. 30, 2023 | 385,782 | |||
Convertible Preferred Stock, ending balance at Sep. 30, 2023 | $ 2,720 | |||
Beginning balance (in shares) at Jun. 30, 2023 | 72,664,464 | |||
Beginning balance at Jun. 30, 2023 | 164,872 | $ 477,324 | (312,452) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation (in shares) | 20,801 | |||
Stock-based compensation | 1,934 | $ 1,934 | ||
Exercise of stock options (in shares) | 10,000 | |||
Exercise of stock options | 74 | $ 74 | ||
Net income (loss) | 2,007 | 2,007 | ||
Ending balance (in shares) at Sep. 30, 2023 | 72,695,265 | |||
Ending balance at Sep. 30, 2023 | $ 168,887 | $ 479,332 | (310,445) | 0 |
Convertible Preferred Stock, beginning balance (in shares) at Jun. 30, 2023 | 385,782 | |||
Convertible Preferred Stock, ending balance (in shares) at Dec. 31, 2023 | 385,782 | |||
Convertible Preferred Stock, ending balance at Dec. 31, 2023 | $ 2,720 | |||
Beginning balance (in shares) at Jun. 30, 2023 | 72,664,464 | |||
Beginning balance at Jun. 30, 2023 | 164,872 | $ 477,324 | (312,452) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Other comprehensive loss | (24) | (24) | ||
Common stock issued for acquisition | 0 | |||
Net income (loss) | 5,131 | |||
Ending balance (in shares) at Dec. 31, 2023 | 72,739,058 | |||
Ending balance at Dec. 31, 2023 | 173,096 | $ 480,441 | (307,321) | (24) |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Convertible Preferred Stock, beginning balance | $ 2,720 | |||
Convertible Preferred Stock, beginning balance (in shares) at Sep. 30, 2023 | 385,782 | |||
Convertible Preferred Stock, ending balance (in shares) at Dec. 31, 2023 | 385,782 | |||
Convertible Preferred Stock, ending balance at Dec. 31, 2023 | $ 2,720 | |||
Beginning balance (in shares) at Sep. 30, 2023 | 72,695,265 | |||
Beginning balance at Sep. 30, 2023 | 168,887 | $ 479,332 | (310,445) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation (in shares) | 43,793 | |||
Stock-based compensation | 1,109 | $ 1,109 | ||
Other comprehensive loss | (24) | |||
Net income (loss) | 3,124 | 3,124 | ||
Ending balance (in shares) at Dec. 31, 2023 | 72,739,058 | |||
Ending balance at Dec. 31, 2023 | 173,096 | $ 480,441 | $ (307,321) | $ (24) |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Convertible Preferred Stock, beginning balance | $ 2,720 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 5,131 | $ (9,147) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Stock based compensation | 3,043 | 1,477 |
Amortization of debt issuance costs and discounts | 63 | 59 |
Provision for expected losses | 2,384 | 1,527 |
Provision for inventory reserve | 0 | 135 |
Depreciation and amortization included in operating expenses | 5,483 | 2,666 |
Depreciation included in cost of subscription and transaction fees for rental equipment | 722 | 554 |
Other | 1,104 | 979 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (12,278) | (6,737) |
Finance receivables | 1,886 | (1,221) |
Inventory | (2,941) | (5,411) |
Prepaid expenses and other assets | (2,506) | 755 |
Accounts payable and accrued expenses | (2,915) | (1,057) |
Operating lease liabilities | (530) | (750) |
Deferred revenue | 122 | 77 |
Net cash used in operating activities | (1,232) | (16,094) |
Cash flows from investing activities: | ||
Acquisition of business, net of cash acquired | 0 | (35,913) |
Capital expenditures | (5,912) | (9,436) |
Net cash used in investing activities | (5,912) | (45,349) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 0 | 25,000 |
Repayment of long-term debt | (384) | (388) |
Contingent consideration paid for acquisition | 0 | (1,000) |
Proceeds from exercise of common stock options | 74 | 0 |
Repurchase of Series A Convertible Preferred Stock | 0 | (2,151) |
Net cash (used in) provided by financing activities | (310) | 21,461 |
Effect of currency exchange rate changes on cash and cash equivalents | 5 | 0 |
Net decrease in cash and cash equivalents | (7,449) | (39,982) |
Cash and cash equivalents at beginning of year | 50,927 | 68,125 |
Cash and cash equivalents at end of period | 43,478 | 28,143 |
Supplemental disclosures of cash flow information: | ||
Interest paid in cash | 1,931 | 920 |
Income taxes paid in cash | 130 | 44 |
Common stock issued in business combination | $ 0 | $ 3,942 |
BUSINESS
BUSINESS | 6 Months Ended |
Dec. 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 digital payments and software services company that provides end-to-end technology solutions for self-service commerce. We offer a single platform for self-service commerce which includes integrated payments processing and software solutions that handle inventory management, pre-kitting, route logistics, warehouse 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. Our customers range from vending machine companies to operators of micro-markets and smart retail, laundromats, metered parking terminals, amusement and entertainment venues, IoT services and more. Cantaloupe, Inc. and its consolidated subsidiaries are referred to herein collectively as "Cantaloupe," the "Company," "we," "our" or "us," unless the context requires otherwise. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Dec. 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, 2023 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 presentation, consisting of normal recurring adjustments, have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the entire fiscal year. 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. We translate the result of operations of our foreign subsidiaries using average exchange rates for each period, whereas balance sheet accounts are translated using exchange rates at the end of each reporting period. The resulting translation adjustment is presented as a component of other comprehensive income (loss) and is included in accumulated comprehensive income (loss) within equity in our condensed consolidated balance sheets. Gains and losses on transactions denominated in currencies other than the functional currency are generally included in determining net income for the period. For the three and six months ended December 31, 2023 and 2022, our transaction gains and losses were insignificant. Reclassification Beginning with the fourth quarter of fiscal year 2023, the Company presented Convertible Preferred Stock on its Consolidated Statements of Shareholders’ Equity and changed the name of the statement to Consolidated Statements of Convertible Preferred Stock and Shareholders’ Equity accordingly. Prior period amounts have been reclassified to conform to the current period presentation. Recently Issued Accounting Pronouncements ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, which expands income tax disclosure requirements to include additional information related to the rate reconciliation of effective tax rates to statutory rates as well as additional disaggregation of taxes paid. The amendments in the ASU also remove disclosures related to certain unrecognized tax benefits and deferred taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, which is the Company's fiscal year 2026 annual reporting period. The amendments may be applied prospectively or retrospectively, and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures. ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In November 2023, the FASB issued ASU 2023-07, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in the ASU require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to an entity's chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. Annual disclosures are required for fiscal years beginning after December 15, 2023, which is the Company's fiscal year 2025 annual reporting period. Interim disclosures are required for periods within fiscal years beginning after December 15, 2024, which is the Company's fiscal year 2026 interim reporting periods. Retrospective application is required for all prior periods presented, and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 6 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE Accounts receivable includes amounts due to the Company for sales of equipment and subscription fees, settlement receivables for amounts due from third-party payment processors, receivables from contract manufacturers and unbilled amounts due from customers, net of the allowance for credit losses. Accounts receivable, net of the allowance for uncollectible accounts were $40.2 million as of December 31, 2023 and $30.2 million as of June 30, 2023. Concentrations As of December 31, 2023 and June 30, 2023, no customer represented more than 10% of the Company's accounts receivable, net of allowance. Allowance for credit losses The Company maintains an allowance for credit losses resulting from the inability of its customers to make required payments, including from a shortfall in the customer transaction fund flow from which the Company would normally collect amounts due. The allowance is calculated under an expected loss model. We estimate our allowance using an aging analysis (days past due status) of the receivables balances, primarily based on historical loss experience. Additionally, current conditions are analyzed to determine if the allowance calculation needs to be adjusted further for any qualitative factors impacting a customer’s ability to meet its financial obligations that is not already reflected through the historical loss analysis. The Company writes off receivable balances against the allowance for credit losses when management determines the balance is uncollectible and the Company ceases collection efforts. The following table represents a rollforward of the allowance for credit losses for the six months ended December 31, 2023 and 2022: Six months ended ($ in thousands) 2023 2022 Beginning balance of allowance as of June 30 $ 10,815 $ 9,328 Provision for expected losses 958 1,044 Write-offs (60) (127) Balance at September 30, $ 11,713 $ 10,245 Provision for expected losses 1,266 91 Write-offs (134) (214) Balance at December 31 $ 12,845 $ 10,122 |
FINANCE RECEIVABLES
FINANCE RECEIVABLES | 6 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
FINANCE RECEIVABLES | FINANCE RECEIVABLES The Company's finance receivables consist of financed devices under its financing program and devices contractually associated with the Seed platform. Predominately all of the Company’s finance receivables agreements are classified as non-cancellable sixty-month sales-type leases. As of December 31, 2023 and June 30, 2023, finance receivables consist of the following: ($ in thousands) December 31, June 30, Current finance receivables, net $ 6,221 $ 6,668 Finance receivables due after one year, net 11,707 13,307 Total finance receivables, net of allowance of $2,257 and $2,098, respectively $ 17,928 $ 19,975 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. Credit risk for finance receivables is continuously monitored by management and reflected within the allowance for finance receivables. As our finance receivables generally have similar risk characteristics, our key credit quality indicator is the aging (days past due status) of our aggregated finance receivables balances. Specifically, we estimate our allowance by using an aging analysis of the aggregated finance receivables balances, primarily based on historical loss experience. Additionally, current conditions are analyzed to determine if the allowance calculation needs to be adjusted further for any qualitative factors impacting a customer’s ability to meet its financial obligations that is not already reflected through the historical loss analysis. The Company writes off finance receivable balances against the allowance for credit losses when management determines the balance is uncollectible and the Company ceases collection efforts. At December 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 $ 2,760 $ 8,615 $ 3,907 $ 1,088 $ 626 $ 48 $ 17,044 30 days and under 12 99 103 37 36 36 323 31-60 days 8 85 56 12 26 40 227 61-90 days 7 82 38 2 25 40 194 Greater than 90 days 22 887 383 148 367 590 2,397 Total finance receivables $ 2,809 $ 9,768 $ 4,487 $ 1,287 $ 1,080 $ 754 $ 20,185 At June 30, 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 $ 6,595 $ 6,505 $ 3,304 $ 1,306 $ 846 $ 829 $ 19,385 30 days and under 66 73 69 52 22 68 350 31-60 days 53 40 32 42 19 71 257 61-90 days 60 52 26 32 16 71 257 Greater than 90 days 155 132 197 233 271 836 1,824 Total finance receivables $ 6,929 $ 6,802 $ 3,628 $ 1,665 $ 1,174 $ 1,875 $ 22,073 The following table represents a rollforward of the allowance for finance receivables for the six months ended December 31, 2023 and 2022: Six months ended ($ in thousands) 2023 2022 Balance at June 30 $ 2,098 $ 760 Provision for expected losses 51 392 Write-offs — — Balance at September 30 $ 2,149 $ 1,152 Provision for expected losses 108 — Write-offs — (288) Balance at December 31 $ 2,257 $ 864 Cash to be collected on our performing finance receivables due for each of the fiscal years is as follows: ($ in thousands) 2024 $ 7,403 2025 6,298 2026 4,571 2027 2,621 2028 727 Thereafter 48 Total amounts to be collected 21,668 Less: interest (1,483) Less: allowance for uncollectible receivables (2,257) Total finance receivables $ 17,928 |
LEASES
LEASES | 6 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES Lessee Accounting We have operating leases which are primarily real estate leases used for corporate functions, product development, sales, and other purposes. The following table provides supplemental balance sheet information related to the Company's operating leases: ($ in thousands) Balance Sheet Classification As of December 31, 2023 As of June 30, 2023 Assets: Operating lease right-of-use assets $ 8,443 $ 2,575 Liabilities: Current Accrued expenses $ 640 $ 1,266 Long-term Operating lease liabilities, non-current 9,203 2,504 Total lease liabilities $ 9,843 $ 3,770 Supplemental cash flow information and non-cash activity related to our leases are as follows: ($ in thousands) Six months ended December 31, 2023 Six months ended December 31, 2022 Supplemental cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 1,220 $ 1,064 Non-cash activity: Lease assets obtained in exchange for new operating lease liabilities $ 6,657 $ — Maturities of lease liabilities by fiscal year for our leases as of December 31, 2023 are as follows: ($ in thousands) Operating Remainder of 2024 $ 633 2025 1,606 2026 2,324 2027 1,785 2028 1,359 Thereafter $ 6,571 Total lease payments $ 14,278 Less: Imputed interest (4,435) Present value of lease liabilities $ 9,843 In February 2023, the Company extended the lease for its existing Atlanta, Georgia office for an additional 73-months period including rent-free periods. The lease commenced on July 1, 2023 and we recognized right-of-use operating lease assets of $1.8 million in exchange for operating lease liabilities. In May 2023, the Company signed a new lease for its office in Malvern, Pennsylvania. The new lease has a 133-months term from the move-in date which is expected to be March 2024. The Company determined the lease commenced on November 1, 2023 when the lessor granted early access to the Company. As a result, we recognized right-of-use operating lease assets of $4.9 million in exchange for operating lease liabilities. Lessor Accounting Property and equipment used for the operating lease rental program consisted of the following: ($ in thousands) December 31, June 30, Cost $ 29,316 28,398 Accumulated depreciation (23,942) (23,221) Net $ 5,374 $ 5,177 For the three months ended December 31, 2023 and 2022, the Company recognized $2.0 million and $1.9 million of revenue from its device rental program, respectively, included in the Subscription and Transaction fees on its Condensed Consolidated Statements of Operations. For the Six months ended December 31, 2023 and 2022, the Company recognized $4.0 million and $3.7 million of revenue from its device rental program, respectively, included in the Subscription and Transaction fees on its Condensed Consolidated Statements of Operations. The Company’s net investment in sales-type leases (carrying value of lease receivables) and the future minimum amounts to be collected on these lease receivables as of December 31, 2023 are disclosed within Note 4 - Finance Receivables. |
LEASES | LEASES Lessee Accounting We have operating leases which are primarily real estate leases used for corporate functions, product development, sales, and other purposes. The following table provides supplemental balance sheet information related to the Company's operating leases: ($ in thousands) Balance Sheet Classification As of December 31, 2023 As of June 30, 2023 Assets: Operating lease right-of-use assets $ 8,443 $ 2,575 Liabilities: Current Accrued expenses $ 640 $ 1,266 Long-term Operating lease liabilities, non-current 9,203 2,504 Total lease liabilities $ 9,843 $ 3,770 Supplemental cash flow information and non-cash activity related to our leases are as follows: ($ in thousands) Six months ended December 31, 2023 Six months ended December 31, 2022 Supplemental cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 1,220 $ 1,064 Non-cash activity: Lease assets obtained in exchange for new operating lease liabilities $ 6,657 $ — Maturities of lease liabilities by fiscal year for our leases as of December 31, 2023 are as follows: ($ in thousands) Operating Remainder of 2024 $ 633 2025 1,606 2026 2,324 2027 1,785 2028 1,359 Thereafter $ 6,571 Total lease payments $ 14,278 Less: Imputed interest (4,435) Present value of lease liabilities $ 9,843 In February 2023, the Company extended the lease for its existing Atlanta, Georgia office for an additional 73-months period including rent-free periods. The lease commenced on July 1, 2023 and we recognized right-of-use operating lease assets of $1.8 million in exchange for operating lease liabilities. In May 2023, the Company signed a new lease for its office in Malvern, Pennsylvania. The new lease has a 133-months term from the move-in date which is expected to be March 2024. The Company determined the lease commenced on November 1, 2023 when the lessor granted early access to the Company. As a result, we recognized right-of-use operating lease assets of $4.9 million in exchange for operating lease liabilities. Lessor Accounting Property and equipment used for the operating lease rental program consisted of the following: ($ in thousands) December 31, June 30, Cost $ 29,316 28,398 Accumulated depreciation (23,942) (23,221) Net $ 5,374 $ 5,177 For the three months ended December 31, 2023 and 2022, the Company recognized $2.0 million and $1.9 million of revenue from its device rental program, respectively, included in the Subscription and Transaction fees on its Condensed Consolidated Statements of Operations. For the Six months ended December 31, 2023 and 2022, the Company recognized $4.0 million and $3.7 million of revenue from its device rental program, respectively, included in the Subscription and Transaction fees on its Condensed Consolidated Statements of Operations. The Company’s net investment in sales-type leases (carrying value of lease receivables) and the future minimum amounts to be collected on these lease receivables as of December 31, 2023 are disclosed within Note 4 - Finance Receivables. |
LEASES | LEASES Lessee Accounting We have operating leases which are primarily real estate leases used for corporate functions, product development, sales, and other purposes. The following table provides supplemental balance sheet information related to the Company's operating leases: ($ in thousands) Balance Sheet Classification As of December 31, 2023 As of June 30, 2023 Assets: Operating lease right-of-use assets $ 8,443 $ 2,575 Liabilities: Current Accrued expenses $ 640 $ 1,266 Long-term Operating lease liabilities, non-current 9,203 2,504 Total lease liabilities $ 9,843 $ 3,770 Supplemental cash flow information and non-cash activity related to our leases are as follows: ($ in thousands) Six months ended December 31, 2023 Six months ended December 31, 2022 Supplemental cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 1,220 $ 1,064 Non-cash activity: Lease assets obtained in exchange for new operating lease liabilities $ 6,657 $ — Maturities of lease liabilities by fiscal year for our leases as of December 31, 2023 are as follows: ($ in thousands) Operating Remainder of 2024 $ 633 2025 1,606 2026 2,324 2027 1,785 2028 1,359 Thereafter $ 6,571 Total lease payments $ 14,278 Less: Imputed interest (4,435) Present value of lease liabilities $ 9,843 In February 2023, the Company extended the lease for its existing Atlanta, Georgia office for an additional 73-months period including rent-free periods. The lease commenced on July 1, 2023 and we recognized right-of-use operating lease assets of $1.8 million in exchange for operating lease liabilities. In May 2023, the Company signed a new lease for its office in Malvern, Pennsylvania. The new lease has a 133-months term from the move-in date which is expected to be March 2024. The Company determined the lease commenced on November 1, 2023 when the lessor granted early access to the Company. As a result, we recognized right-of-use operating lease assets of $4.9 million in exchange for operating lease liabilities. Lessor Accounting Property and equipment used for the operating lease rental program consisted of the following: ($ in thousands) December 31, June 30, Cost $ 29,316 28,398 Accumulated depreciation (23,942) (23,221) Net $ 5,374 $ 5,177 For the three months ended December 31, 2023 and 2022, the Company recognized $2.0 million and $1.9 million of revenue from its device rental program, respectively, included in the Subscription and Transaction fees on its Condensed Consolidated Statements of Operations. For the Six months ended December 31, 2023 and 2022, the Company recognized $4.0 million and $3.7 million of revenue from its device rental program, respectively, included in the Subscription and Transaction fees on its Condensed Consolidated Statements of Operations. The Company’s net investment in sales-type leases (carrying value of lease receivables) and the future minimum amounts to be collected on these lease receivables as of December 31, 2023 are disclosed within Note 4 - Finance Receivables. |
DEBT AND OTHER FINANCING ARRANG
DEBT AND OTHER FINANCING ARRANGEMENTS | 6 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT AND OTHER FINANCING ARRANGEMENTS | DEBT AND OTHER FINANCING ARRANGEMENTS The Company's debt and other financing arrangements as of December 31, 2023 and June 30, 2023 consisted of the following: As of December 31, As of June 30, ($ in thousands) 2023 2023 JPMorgan Credit Facility* 38,188 38,563 Other obligations 41 50 Less: unamortized issuance costs and debt discount (146) (183) Total 38,083 38,430 Less: debt and other financing arrangements, current (1,073) (882) Debt and other financing arrangements, noncurrent $ 37,010 $ 37,548 * See discussion below on amendment to the JPMorgan Credit Facility. Details of interest expense presented on the Condensed Consolidated Statements of Operations are as follows: Three months ended Six months ended December 31, December 31, ($ in thousands) 2023 2022 2023 2022 JPMorgan Credit Facility* 899 313 1,824 591 Other interest expense 103 205 285 404 Total interest expense $ 1,002 $ 518 $ 2,109 $ 995 JPMorgan Chase Bank Credit Agreement On March 17, 2022, the Company entered into an amended and restated credit agreement with JPMorgan Chase Bank, N.A. which provides 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 replaces 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, including $15 million from the revolving credit facility and $10 million from the term facility, to partially fund the cash consideration of the 32M acquisition as referenced in Note 9 - Acquisition . No issuance costs were capitalized in connection with this amendment. The proceeds of the Amended JPMorgan Credit Facility may be used to refinance certain existing indebtedness of the Company and its subsidiaries, to finance the working capital needs, and for general corporate purposes (including permitted acquisitions), of the Company and its subsidiaries. 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. 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 December 31, 2023, the weighted-average interest rate for the Amended JPMorgan Credit Facility is approximately 8.9%. 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 Company’s obligations under its long-term debt agreements are carried at amortized cost, which approximates their fair value as of December 31, 2023, as the debt facility was recently amended in December 2022 and the interest rates applicable are variable in nature. The Company was in compliance with its financial covenants for the Amended JPMorgan Credit Facility as of December 31, 2023. The expected maturities associated with the Company’s outstanding debt and other financing arrangements as of December 31, 2023, were as follows: 2024 $ 573 2025 1,333 2026 36,323 2027 — Principal amounts payable 38,229 Unamortized issuance costs (146) Total outstanding debt $ 38,083 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consisted of the following as of December 31, 2023 and June 30, 2023: As of December 31, As of June 30, ($ in thousands) 2023 2023 Sales tax reserve 14,844 $ 13,597 Accrued compensation and related sales commissions 2,965 4,069 Operating lease liabilities, current 640 1,266 Accrued professional fees 4,452 4,196 Accrued taxes and filing fees payable 1,892 1,944 Other accrued expenses 1,720 762 Consideration withheld in escrow for the 32M acquisition* 442 442 Total accrued expenses $ 26,955 $ 26,276 * See Note 9 - Acquisition for description of the arrangement. |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 6 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLES | GOODWILL AND INTANGIBLES Intangible asset balances and goodwill consisted of the following: As of December 31, 2023 ($ in thousands) Gross Accumulated Net Amortization Intangible assets: Brand and tradenames $ 2,161 $ (1,619) $ 542 1 - 7 years Developed technology 18,712 (12,350) 6,362 5 - 6 years Customer relationships 26,824 (8,328) 18,496 5 - 18 years Total intangible assets $ 47,697 $ (22,297) $ 25,400 Goodwill 92,903 — 92,903 Indefinite As of June 30, 2023 ($ in thousands) Gross Accumulated Net Amortization Intangible assets: Brand and tradenames 2,161 (1,414) 747 1 - 7 years Developed technology 20,188 (11,066) 9,122 5 - 6 years Customer relationships 24,714 (6,771) 17,943 5 - 18 years Total intangible assets $ 47,063 $ (19,251) $ 27,812 Goodwill 92,005 — 92,005 Indefinite During the three and six months ended December 31, 2023, the Company recognized $1.4 million and $3.0 million, respectively, in amortization expense related to intangible assets. During the three and six months ended December 31, 2022, there was $0.8 million and $1.6 million for each respective period in amortization related to intangible assets that was recognized. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS 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 expanded the Company’s footprint into new global markets. The acquisition of 32M was accounted for as a business combination using the acquisition method of accounting. The purchase price of the acquired company was 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 Company paid an aggregate purchase price consideration of $41.1 million, which consisted of $36.6 million in cash and 1,240,920 shares of the Company's common stock (the "Stock Consideration") with an aggregate fair value of $4.5 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. 50% of the Escrowed Shares were released as of the first anniversary of the acquisition date and the remaining 50% will be released on the second anniversary of the acquisition date, less any shares that may be returned to the 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 $25 million of debt from the JPMorgan Credit Facility and the remaining consideration utilizing existing cash on hand. The estimated fair value of the purchase price consideration consisted of the following: ($ in thousands) Closing cash consideration $ 36,605 Stock consideration 4,506 Fair value of total consideration transferred $ 41,111 The following table summarizes the adjusted fair value assigned to the assets acquired and liabilities assumed as of December 1, 2023. ($ in thousands) Amount Cash and cash equivalents $ 391 Accounts receivable 1,780 Inventories 2,011 Intangible assets 15,538 Other assets 629 Total identifiable assets acquired 20,349 Accounts payable (2,410) Tax liabilities (3,033) Total liabilities assumed (5,443) Total identifiable net assets 14,906 Goodwill 26,205 Fair value of total consideration transferred $ 41,111 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 $7.5 million related to developed technology, $7.5 million related to customer relationships, and $0.5 million related to trade names. 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 significant unobservable inputs used in the valuation of the customer relationship asset and acquired developed technology asset are the revenue growth rates used in the development of the projected financial information used as an input to calculate those values and the discount rate applied. The recognized intangible assets will be amortized on a straight-line basis over the estimated useful lives of the respective assets. The estimated useful lives for developed technology, customer relationship, trade names were 5, 5 and 3 years, respectively. Goodwill of $26.2 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. Subsequent to the acquisition closing date and within the one-year measurement period, the Company adjusted the purchase price allocation from what was initially recognized to reflect facts and circumstances in existence as of the acquisition close date. These adjustments included a net increase of $0.3 million to the overall purchase price consideration, a $2.3 million increase in intangible assets, a net decrease of $1.0 million in working capital, a $0.2 million increase in other assets, a $1.1 million increase in tax liabilities, and a $0.7 million decrease in accounts payable. Recognized goodwill increased by $0.6 million as a result of these adjustments. Furthermore, the Company recorded additional amortization expense of $0.5 million associated with the increase in fair value of the recognized intangible assets in its Consolidated Statement of Operations during the measurement period. The above table represents the final allocation of the purchase price. Supplemental disclosure of pro forma information The following unaudited pro forma information presents a summary of our consolidated results of operations as if the acquisition had occurred on July 1, 2022. 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. Three months ended December 31, Six months ended December 31, (In thousands) 2022 2022 Revenues $ 64,614 $ 127,450 Net income (loss) $ 1,241 $ (11,184) 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 extended its offering to provide self-checkout while seamlessly integrating with Cantaloupe’s inventory management and payment processing platforms. The consideration transferred for the acquisition included 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. On July 27, 2022, the Company made the cash payment of $1 million in accordance with the agreement consideration. Additionally in connection with the acquisition, the Company will issue common stock to the former owners of Yoke based on the achievement of certain sales growth targets for software licenses through July 31, 2024 and continued employment as of the respective measurement dates. The accounting treatment for these awards in the context of the business combination is to recognize the awards as a post-combination expense and were not included in the purchase price. We will begin recognizing compensation expense for these awards over that requisite service period when it becomes probable that the performance condition would be satisfied. At each reporting date, we assess the probability of achieving the sales targets and fulfilling the performance condition. As of December 31, 2023, we determined that it is not probable that the performance condition would be satisfied and, accordingly, have not recognized compensation expense related to these awards. The following table summarizes the total consideration paid for Yoke, total net assets acquired, identifiable assets and goodwill recognized at the acquisition date: ($ 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 $2.7 million arising from the acquisition includes the expected synergies between Yoke and the Company and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill, which is deductible for income tax purposes, was assigned to the Company’s only reporting unit. The above table represents the final allocation of the purchase price, noting no material measurement period adjustments. Pro forma financial information of the acquisition is not presented due to the immaterial impact of the financial results of Yoke in the Company's Consolidated Financial Statements. |
REVENUES
REVENUES | 6 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES Based on similar operational characteristics, the Company's revenues are disaggregated as follows: Three months ended December 31, Six months ended December 31, ($ in thousands) 2023 2022 2023 2022 Transaction fees $ 37,892 $ 32,392 $ 74,922 $ 63,687 Subscription fees 18,137 16,540 36,242 32,320 Subscription and transaction fees $ 56,029 $ 48,932 $ 111,164 $ 96,007 Equipment sales 9,330 12,398 16,878 23,105 Total revenues $ 65,359 $ 61,330 $ 128,042 $ 119,112 Contract Liabilities The Company’s contract liability (i.e., deferred revenue) balances are as follows: Three months ended December 31, ($ in thousands) 2023 2022 Deferred revenue, beginning of the period $ 1,940 $ 2,069 Deferred revenue, end of the period 1,788 1,970 Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period $ 150 $ 119 Six months ended December 31, ($ in thousands) 2023 2022 Deferred revenue, beginning of the period $ 1,666 $ 1,893 Deferred revenue, end of the period 1,788 1,970 Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period $ 242 $ 226 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. 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 are primarily associated with the Company's Cantaloupe ONE rental program which has a contractual term of 36 months. The following table reflects the estimated fees to be recognized in the future related to performance obligations that are unsatisfied as of December 31, 2023: ($ in thousands) As of December 31, 2023 Remainder of fiscal year 2024 $ 2,923 2025 5,703 2026 3,235 Thereafter — Total $ 11,861 Contract Costs At December 31, 2023, the Company had net capitalized costs to obtain contracts of $0.6 million included in Prepaid expenses and other current assets and $2.8 million included in Other noncurrent assets on the Condensed Consolidated Balance Sheet. At June 30, 2023, the Company had net capitalized costs to obtain contracts of $0.6 million included in Prepaid expenses and other current assets and $2.8 million included in Other noncurrent assets on the Condensed Consolidated Balance Sheet. None of these capitalized contract costs were impaired. During the three and six months ended December 31, 2023, amortization of capitalized contract costs was $0.2 million and $0.5 million, respectively. During the three and six months ended December 31, 2022, amortization of capitalized contract costs was $0.2 million and $0.4 million, respectively. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCK-BASED COMPENSATION | STOCK BASED COMPENSATION 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 six months ended December 31, 2023 and 2022 were determined using the following assumptions and includes only options with an established grant date under ASC 718: Six months ended December 31, 2023 2022 Expected volatility (percent) 61.3% - 69.7% 74.6% - 77.6% Weighted average expected life (years) 4.2 - 4.5 4.4 - 4.6 Dividend yield (percent) 0.0 % 0.0 % Risk-free interest rate (percent) 4.2% - 4.3% 2.7% - 4.1% Number of options granted 125,000 1,620,000 Weighted average exercise price $ 7.11 $ 4.58 Weighted average grant date fair value $ 4.34 $ 2.87 Stock based compensation related to stock options with an established grant date for the three and six months ended December 31, 2023 was $0.7 million and $1.8 million, respectively, and for the three and six months ended December 31, 2022 was $0.6 million and $1.6 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 . The total benefit and expense recognized for the three and six months ended December 31, 2023 for these awards was $(0.2) million and $0.1 million, respectively. The benefit recognized during the three months ended December 31, 2023 was a result of the mark-to-market fair value adjustment. The total benefit recognized for the three and six months ended December 31, 2022 for these awards was $(0.9) million and $(1.1) million, respectively, as a result of reversing unvested grants for terminated executives during the period. Common Stock Awards The total expense recognized for common stock awards for the three and six months ended December 31, 2023 was $0.6 million and $1.1 million, respectively. The total expense recognized for common stock awards for the three and six months ended December 31, 2022 was $0.5 million and $1.0 million, respectively. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the three and six months ended December 31, 2023, the Company recorded an income tax provision of $0.1 million and $0.2 million, respectively. The income tax provision primarily relates to state income and franchise taxes and deferred taxes related to goodwill. As of December 31, 2023, the Company had a total unrecognized income tax benefit of $0.7 million. The provision is based upon actual income before income taxes for the three months ended December 31, 2023, as this provides a more reliable estimate of the income tax provision than an estimated annual effective income tax rate. As of December 31, 2023, the Company assessed its existing deferred tax assets and continues to record a full valuation allowance against its deferred tax assets. We considered both positive and negative evidence when evaluating the need for the valuation allowance on our deferred tax assets in accordance with ASC 740. Available evidence includes historical financial information supplemented by currently available information about future years. Generally, historical financial information is more objectively verifiable than projections of future income and is therefore given more weight in our assessment. In management’s judgement there is not enough objectively verifiable information to provide sufficient positive evidence to counteract the negative evidence of historic losses. However, given the Company’s current earnings and anticipated future earnings, the Company believes that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available in future reporting periods to allow the Company to reach a conclusion that a portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. The exact timing and amount of a potential valuation allowance release are subject to change on the basis of the level of profitability that the Company is able to actually achieve and limitations to the use of certain historical net operating losses. For the three months ended December 31, 2022, the Company recorded an income tax provision of $42 thousand. For the six months ended December 31, 2022, the Company recorded an income tax provision of $67 thousand. As of December 31, 2022, the Company reviewed the existing deferred tax assets and continues to record a full valuation allowance 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 December 31, 2022, the Company had a total unrecognized income tax benefit of $0.6 million. The provision is based upon actual loss before income taxes for the six months ended December 31, 2022, as this provides a more reliable estimate of the income tax provision than an estimated annual effective income tax rate. |
EARNINGS (LOSS) PER SHARE CALCU
EARNINGS (LOSS) PER SHARE CALCULATION | 6 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE CALCULATION | EARNINGS (LOSS) PER SHARE CALCULATION Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share, applicable only to years ended with reported income, is computed by dividing net income by the weighted average number of common shares outstanding during the period plus the dilutive effect of outstanding stock options and restricted stock-based awards using the treasury stock method. The calculation of basic and diluted earnings (loss) per share is presented below: Three months ended December 31, ($ in thousands, except per share data) 2023 2022 Numerator for basic and diluted loss per share Net income (loss) $ 3,124 (573) Preferred dividends — $ — Net income (loss) applicable to common shareholders 3,124 (573) Denominator for basic earnings (loss) per share - Weighted average shares outstanding 72,743,162 71,629,939 Effect of dilutive potential common shares 1,170,437 — Denominator for diluted earnings (loss) per share - Adjusted weighted average shares outstanding 73,913,599 71,629,939 Basic earnings (loss) per share $ 0.04 $ (0.01) Diluted earnings (loss) per share $ 0.04 $ (0.01) Six months ended December 31, ($ in thousands, except per share data) 2023 2022 Numerator for basic and diluted loss per share Net income (loss) 5,131 $ (9,147) Preferred dividends (289) $ (334) Net income (loss) applicable to common shareholders 4,842 (9,481) Denominator for basic earnings (loss) per share - Weighted average shares outstanding 72,730,563 71,418,845 Effect of dilutive potential common shares 1,204,354 — Denominator for diluted earnings (loss) per share - Adjusted weighted average shares outstanding 73,934,917 71,418,845 Basic earnings (loss) per share $ 0.07 $ (0.13) Diluted earnings (loss) per share $ 0.07 $ (0.13) Potentially anti-dilutive shares excluded from the calculation of diluted earnings per share were approximately 1 million for the three and six months ended December 31, 2023. Potentially anti-dilutive shares excluded from the calculation of diluted loss per share were approximately 5 million for the three and six months ended December 31, 2022. |
SHAREHOLDER'S EQUITY AND PREFER
SHAREHOLDER'S EQUITY AND PREFERRED STOCK | 6 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDER'S EQUITY AND PREFERRED STOCK | SHAREHOLDERS' EQUITY AND PREFERRED STOCK During the six months ended December 31, 2022, the Company retired 59,281 shares of its Series A convertible preferred stock that it purchased for an aggregate amount of approximately $2.45 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 $0.42 million and common stock of $1.73 million for an aggregate amount of $2.15 million that was included within the Cash flows from financing activities in the Condensed Consolidated Statements of Cash Flows. The remaining $0.3 million was deemed to be an amount in excess of the fair value of the preferred stock and was recorded within Operating expenses in the Condensed Consolidated Statements of Operations and Cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Dec. 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. Leases The Company has entered into various operating lease obligations. See Note 5 - Leases for additional information. Outstanding Debt The Company has debt and other financing arrangements. See Note 6 - Debt and other financing arrangements for additional information. Purchase Commitments |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Dec. 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 six months ended December 31, 2023 for these arrangements was $0.1 million. The total expense recognized within Cost of subscription and transaction fees for the three and six months ended December 31, 2022 for these arrangements was $0.1 million. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On February 1, 2024, the Company acquired Cheq Lifestyle Technology, Inc., an innovative fan-facing POS and mobile-first ordering platform, for $4.8 million in cash. Due to the close proximity of the acquisition close to the filing date, a preliminary purchase price allocation is not available. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||||||
Net income (loss) | $ 3,124 | $ 2,007 | $ (573) | $ (8,574) | $ 5,131 | $ (9,147) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Dec. 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, 2023 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 presentation, consisting of normal recurring adjustments, have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the entire fiscal year. 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. |
Reclassification | Reclassification Beginning with the fourth quarter of fiscal year 2023, the Company presented Convertible Preferred Stock on its Consolidated Statements of Shareholders’ Equity and changed the name of the statement to Consolidated Statements of Convertible Preferred Stock and Shareholders’ Equity accordingly. Prior period amounts have been reclassified to conform to the current period presentation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, which expands income tax disclosure requirements to include additional information related to the rate reconciliation of effective tax rates to statutory rates as well as additional disaggregation of taxes paid. The amendments in the ASU also remove disclosures related to certain unrecognized tax benefits and deferred taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, which is the Company's fiscal year 2026 annual reporting period. The amendments may be applied prospectively or retrospectively, and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures. ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In November 2023, the FASB issued ASU 2023-07, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in the ASU require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to an entity's chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. Annual disclosures are required for fiscal years beginning after December 15, 2023, which is the Company's fiscal year 2025 annual reporting period. Interim disclosures are required for periods within fiscal years beginning after December 15, 2024, which is the Company's fiscal year 2026 interim reporting periods. Retrospective application is required for all prior periods presented, and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures. |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 6 Months Ended |
Dec. 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 six months ended December 31, 2023 and 2022: Six months ended ($ in thousands) 2023 2022 Beginning balance of allowance as of June 30 $ 10,815 $ 9,328 Provision for expected losses 958 1,044 Write-offs (60) (127) Balance at September 30, $ 11,713 $ 10,245 Provision for expected losses 1,266 91 Write-offs (134) (214) Balance at December 31 $ 12,845 $ 10,122 |
FINANCE RECEIVABLES (Tables)
FINANCE RECEIVABLES (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Finance Receivables | As of December 31, 2023 and June 30, 2023, finance receivables consist of the following: ($ in thousands) December 31, June 30, Current finance receivables, net $ 6,221 $ 6,668 Finance receivables due after one year, net 11,707 13,307 Total finance receivables, net of allowance of $2,257 and $2,098, respectively $ 17,928 $ 19,975 |
Schedule of Credit Quality Indicators | At December 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 $ 2,760 $ 8,615 $ 3,907 $ 1,088 $ 626 $ 48 $ 17,044 30 days and under 12 99 103 37 36 36 323 31-60 days 8 85 56 12 26 40 227 61-90 days 7 82 38 2 25 40 194 Greater than 90 days 22 887 383 148 367 590 2,397 Total finance receivables $ 2,809 $ 9,768 $ 4,487 $ 1,287 $ 1,080 $ 754 $ 20,185 At June 30, 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 $ 6,595 $ 6,505 $ 3,304 $ 1,306 $ 846 $ 829 $ 19,385 30 days and under 66 73 69 52 22 68 350 31-60 days 53 40 32 42 19 71 257 61-90 days 60 52 26 32 16 71 257 Greater than 90 days 155 132 197 233 271 836 1,824 Total finance receivables $ 6,929 $ 6,802 $ 3,628 $ 1,665 $ 1,174 $ 1,875 $ 22,073 |
Financing Receivable, Allowance for Credit Loss | The following table represents a rollforward of the allowance for finance receivables for the six months ended December 31, 2023 and 2022: Six months ended ($ in thousands) 2023 2022 Balance at June 30 $ 2,098 $ 760 Provision for expected losses 51 392 Write-offs — — Balance at September 30 $ 2,149 $ 1,152 Provision for expected losses 108 — Write-offs — (288) Balance at December 31 $ 2,257 $ 864 |
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 is as follows: ($ in thousands) 2024 $ 7,403 2025 6,298 2026 4,571 2027 2,621 2028 727 Thereafter 48 Total amounts to be collected 21,668 Less: interest (1,483) Less: allowance for uncollectible receivables (2,257) Total finance receivables $ 17,928 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Assets and Liabilities | The following table provides supplemental balance sheet information related to the Company's operating leases: ($ in thousands) Balance Sheet Classification As of December 31, 2023 As of June 30, 2023 Assets: Operating lease right-of-use assets $ 8,443 $ 2,575 Liabilities: Current Accrued expenses $ 640 $ 1,266 Long-term Operating lease liabilities, non-current 9,203 2,504 Total lease liabilities $ 9,843 $ 3,770 |
Lease Costs | Supplemental cash flow information and non-cash activity related to our leases are as follows: ($ in thousands) Six months ended December 31, 2023 Six months ended December 31, 2022 Supplemental cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 1,220 $ 1,064 Non-cash activity: Lease assets obtained in exchange for new operating lease liabilities $ 6,657 $ — |
Maturities of Lease Liabilities, Operating Leases | Maturities of lease liabilities by fiscal year for our leases as of December 31, 2023 are as follows: ($ in thousands) Operating Remainder of 2024 $ 633 2025 1,606 2026 2,324 2027 1,785 2028 1,359 Thereafter $ 6,571 Total lease payments $ 14,278 Less: Imputed interest (4,435) Present value of lease liabilities $ 9,843 |
Schedule of Property and Equipment Used for the Operating Lease Rental Program | Property and equipment used for the operating lease rental program consisted of the following: ($ in thousands) December 31, June 30, Cost $ 29,316 28,398 Accumulated depreciation (23,942) (23,221) Net $ 5,374 $ 5,177 |
DEBT AND OTHER FINANCING ARRA_2
DEBT AND OTHER FINANCING ARRANGEMENTS (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt and Other Financing Arrangements | The Company's debt and other financing arrangements as of December 31, 2023 and June 30, 2023 consisted of the following: As of December 31, As of June 30, ($ in thousands) 2023 2023 JPMorgan Credit Facility* 38,188 38,563 Other obligations 41 50 Less: unamortized issuance costs and debt discount (146) (183) Total 38,083 38,430 Less: debt and other financing arrangements, current (1,073) (882) Debt and other financing arrangements, noncurrent $ 37,010 $ 37,548 * See discussion below on amendment to the JPMorgan Credit Facility. Details of interest expense presented on the Condensed Consolidated Statements of Operations are as follows: Three months ended Six months ended December 31, December 31, ($ in thousands) 2023 2022 2023 2022 JPMorgan Credit Facility* 899 313 1,824 591 Other interest expense 103 205 285 404 Total interest expense $ 1,002 $ 518 $ 2,109 $ 995 |
Schedule of Maturities of Debt and Other Financing Arrangements | The expected maturities associated with the Company’s outstanding debt and other financing arrangements as of December 31, 2023, were as follows: 2024 $ 573 2025 1,333 2026 36,323 2027 — Principal amounts payable 38,229 Unamortized issuance costs (146) Total outstanding debt $ 38,083 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following as of December 31, 2023 and June 30, 2023: As of December 31, As of June 30, ($ in thousands) 2023 2023 Sales tax reserve 14,844 $ 13,597 Accrued compensation and related sales commissions 2,965 4,069 Operating lease liabilities, current 640 1,266 Accrued professional fees 4,452 4,196 Accrued taxes and filing fees payable 1,892 1,944 Other accrued expenses 1,720 762 Consideration withheld in escrow for the 32M acquisition* 442 442 Total accrued expenses $ 26,955 $ 26,276 * See Note 9 - Acquisition for description of the arrangement. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Dec. 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 December 31, 2023 ($ in thousands) Gross Accumulated Net Amortization Intangible assets: Brand and tradenames $ 2,161 $ (1,619) $ 542 1 - 7 years Developed technology 18,712 (12,350) 6,362 5 - 6 years Customer relationships 26,824 (8,328) 18,496 5 - 18 years Total intangible assets $ 47,697 $ (22,297) $ 25,400 Goodwill 92,903 — 92,903 Indefinite As of June 30, 2023 ($ in thousands) Gross Accumulated Net Amortization Intangible assets: Brand and tradenames 2,161 (1,414) 747 1 - 7 years Developed technology 20,188 (11,066) 9,122 5 - 6 years Customer relationships 24,714 (6,771) 17,943 5 - 18 years Total intangible assets $ 47,063 $ (19,251) $ 27,812 Goodwill 92,005 — 92,005 Indefinite |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Dec. 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 $ 36,605 Stock consideration 4,506 Fair value of total consideration transferred $ 41,111 The following table summarizes the adjusted fair value assigned to the assets acquired and liabilities assumed as of December 1, 2023. ($ in thousands) Amount Cash and cash equivalents $ 391 Accounts receivable 1,780 Inventories 2,011 Intangible assets 15,538 Other assets 629 Total identifiable assets acquired 20,349 Accounts payable (2,410) Tax liabilities (3,033) Total liabilities assumed (5,443) Total identifiable net assets 14,906 Goodwill 26,205 Fair value of total consideration transferred $ 41,111 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 December 31, Six months ended December 31, (In thousands) 2022 2022 Revenues $ 64,614 $ 127,450 Net income (loss) $ 1,241 $ (11,184) |
REVENUES (Tables)
REVENUES (Tables) | 6 Months Ended |
Dec. 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 December 31, Six months ended December 31, ($ in thousands) 2023 2022 2023 2022 Transaction fees $ 37,892 $ 32,392 $ 74,922 $ 63,687 Subscription fees 18,137 16,540 36,242 32,320 Subscription and transaction fees $ 56,029 $ 48,932 $ 111,164 $ 96,007 Equipment sales 9,330 12,398 16,878 23,105 Total revenues $ 65,359 $ 61,330 $ 128,042 $ 119,112 |
Contract Liabilities | The Company’s contract liability (i.e., deferred revenue) balances are as follows: Three months ended December 31, ($ in thousands) 2023 2022 Deferred revenue, beginning of the period $ 1,940 $ 2,069 Deferred revenue, end of the period 1,788 1,970 Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period $ 150 $ 119 Six months ended December 31, ($ in thousands) 2023 2022 Deferred revenue, beginning of the period $ 1,666 $ 1,893 Deferred revenue, end of the period 1,788 1,970 Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period $ 242 $ 226 |
Future Performance Obligations | The following table reflects the estimated fees to be recognized in the future related to performance obligations that are unsatisfied as of December 31, 2023: ($ in thousands) As of December 31, 2023 Remainder of fiscal year 2024 $ 2,923 2025 5,703 2026 3,235 Thereafter — Total $ 11,861 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Stock Options Granted, Weighted Average Assumptions | The fair value of options granted during the six months ended December 31, 2023 and 2022 were determined using the following assumptions and includes only options with an established grant date under ASC 718: Six months ended December 31, 2023 2022 Expected volatility (percent) 61.3% - 69.7% 74.6% - 77.6% Weighted average expected life (years) 4.2 - 4.5 4.4 - 4.6 Dividend yield (percent) 0.0 % 0.0 % Risk-free interest rate (percent) 4.2% - 4.3% 2.7% - 4.1% Number of options granted 125,000 1,620,000 Weighted average exercise price $ 7.11 $ 4.58 Weighted average grant date fair value $ 4.34 $ 2.87 |
EARNINGS (LOSS) PER SHARE CAL_2
EARNINGS (LOSS) PER SHARE CALCULATION (Tables) | 6 Months Ended |
Dec. 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 December 31, ($ in thousands, except per share data) 2023 2022 Numerator for basic and diluted loss per share Net income (loss) $ 3,124 (573) Preferred dividends — $ — Net income (loss) applicable to common shareholders 3,124 (573) Denominator for basic earnings (loss) per share - Weighted average shares outstanding 72,743,162 71,629,939 Effect of dilutive potential common shares 1,170,437 — Denominator for diluted earnings (loss) per share - Adjusted weighted average shares outstanding 73,913,599 71,629,939 Basic earnings (loss) per share $ 0.04 $ (0.01) Diluted earnings (loss) per share $ 0.04 $ (0.01) Six months ended December 31, ($ in thousands, except per share data) 2023 2022 Numerator for basic and diluted loss per share Net income (loss) 5,131 $ (9,147) Preferred dividends (289) $ (334) Net income (loss) applicable to common shareholders 4,842 (9,481) Denominator for basic earnings (loss) per share - Weighted average shares outstanding 72,730,563 71,418,845 Effect of dilutive potential common shares 1,204,354 — Denominator for diluted earnings (loss) per share - Adjusted weighted average shares outstanding 73,934,917 71,418,845 Basic earnings (loss) per share $ 0.07 $ (0.13) Diluted earnings (loss) per share $ 0.07 $ (0.13) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 6 Months Ended |
Dec. 31, 2023 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
ACCOUNTS RECEIVABLE - Narrative
ACCOUNTS RECEIVABLE - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Receivables [Abstract] | ||
Accounts receivable, net | $ 40,211 | $ 30,162 |
ACCOUNTS RECEIVABLE - Schedule
ACCOUNTS RECEIVABLE - Schedule of Rollforward of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance of allowance as of June 30 | $ 10,815 | $ 9,328 | $ 10,815 | $ 9,328 |
Provision for expected losses | 958 | 1,044 | 1,266 | 91 |
Write-offs | (60) | (127) | (134) | (214) |
Balance at September 30, | $ 11,713 | $ 10,245 | $ 12,845 | $ 10,122 |
FINANCE RECEIVABLES - Narrative
FINANCE RECEIVABLES - Narrative (Details) | 6 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Finance receivables, lease term | 60 months |
FINANCE RECEIVABLES - Informati
FINANCE RECEIVABLES - Information Regarding Finance Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 |
Receivables [Abstract] | ||||||
Current finance receivables, net | $ 6,221 | $ 6,668 | ||||
Finance receivables due after one year, net | 11,707 | 13,307 | ||||
Total finance receivables | 17,928 | 19,975 | ||||
Finance receivable, allowance | $ 2,257 | $ 2,149 | $ 2,098 | $ 864 | $ 1,152 | $ 760 |
FINANCE RECEIVABLES - Schedule
FINANCE RECEIVABLES - Schedule by Year of Origination (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Up to 1 Year Ago | $ 2,809 | $ 6,929 |
Between 1 and 2 Years Ago | 9,768 | 6,802 |
Between 2 and 3 Years Ago | 4,487 | 3,628 |
Between 3 and 4 Years Ago | 1,287 | 1,665 |
Between 4 and 5 Years Ago | 1,080 | 1,174 |
More than 5 Years Ago | 754 | 1,875 |
Total | 20,185 | 22,073 |
Current | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Up to 1 Year Ago | 2,760 | 6,595 |
Between 1 and 2 Years Ago | 8,615 | 6,505 |
Between 2 and 3 Years Ago | 3,907 | 3,304 |
Between 3 and 4 Years Ago | 1,088 | 1,306 |
Between 4 and 5 Years Ago | 626 | 846 |
More than 5 Years Ago | 48 | 829 |
Total | 17,044 | 19,385 |
30 days and under | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Up to 1 Year Ago | 12 | 66 |
Between 1 and 2 Years Ago | 99 | 73 |
Between 2 and 3 Years Ago | 103 | 69 |
Between 3 and 4 Years Ago | 37 | 52 |
Between 4 and 5 Years Ago | 36 | 22 |
More than 5 Years Ago | 36 | 68 |
Total | 323 | 350 |
31-60 days | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Up to 1 Year Ago | 8 | 53 |
Between 1 and 2 Years Ago | 85 | 40 |
Between 2 and 3 Years Ago | 56 | 32 |
Between 3 and 4 Years Ago | 12 | 42 |
Between 4 and 5 Years Ago | 26 | 19 |
More than 5 Years Ago | 40 | 71 |
Total | 227 | 257 |
61-90 days | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Up to 1 Year Ago | 7 | 60 |
Between 1 and 2 Years Ago | 82 | 52 |
Between 2 and 3 Years Ago | 38 | 26 |
Between 3 and 4 Years Ago | 2 | 32 |
Between 4 and 5 Years Ago | 25 | 16 |
More than 5 Years Ago | 40 | 71 |
Total | 194 | 257 |
Greater than 90 days | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Up to 1 Year Ago | 22 | 155 |
Between 1 and 2 Years Ago | 887 | 132 |
Between 2 and 3 Years Ago | 383 | 197 |
Between 3 and 4 Years Ago | 148 | 233 |
Between 4 and 5 Years Ago | 367 | 271 |
More than 5 Years Ago | 590 | 836 |
Total | $ 2,397 | $ 1,824 |
FINANCE RECEIVABLES - Schedul_2
FINANCE RECEIVABLES - Schedule of Credit Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance at June 30 | $ 2,149 | $ 2,098 | $ 1,152 | $ 760 |
Provision for expected losses | 108 | 51 | 0 | 392 |
Write-offs | 0 | 0 | (288) | 0 |
Balance at September 30 | $ 2,257 | $ 2,149 | $ 864 | $ 1,152 |
FINANCE RECEIVABLES - Summary o
FINANCE RECEIVABLES - Summary of Finance Receivables Fiscal Years (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 |
Receivables [Abstract] | ||||||
2024 | $ 7,403 | |||||
2025 | 6,298 | |||||
2026 | 4,571 | |||||
2027 | 2,621 | |||||
2028 | 727 | |||||
Thereafter | 48 | |||||
Total amounts to be collected | 21,668 | |||||
Less: interest | (1,483) | |||||
Less: allowance for uncollectible receivables | (2,257) | $ (2,149) | $ (2,098) | $ (864) | $ (1,152) | $ (760) |
Total finance receivables | $ 17,928 | $ 19,975 |
LEASES - Assets and Liabilities
LEASES - Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Assets: | ||
Operating lease right-of-use assets | $ 8,443 | $ 2,575 |
Liabilities: | ||
Operating lease liabilities, accrued expenses | $ 640 | $ 1,266 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current | Accrued Liabilities, Current |
Operating lease liabilities, non-current | $ 9,203 | $ 2,504 |
Total lease liabilities | $ 9,843 | $ 3,770 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | May 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Supplemental cash flow information: | ||||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 1,220 | $ 1,064 | ||
Non-cash activity: | ||||
Lease assets obtained in exchange for new operating lease liabilities | $ 1,800 | $ 4,900 | $ 6,657 | $ 0 |
LEASES - Maturities of Lease Li
LEASES - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Operating Leases | ||
Remainder of 2024 | $ 633 | |
2025 | 1,606 | |
2026 | 2,324 | |
2027 | 1,785 | |
2028 | 1,359 | |
Thereafter | 6,571 | |
Total lease payments | 14,278 | |
Less: Imputed interest | (4,435) | |
Present value of lease liabilities | $ 9,843 | $ 3,770 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jul. 01, 2023 | May 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 28, 2023 | |
Leases [Abstract] | |||||||
Operating lease extension period | 133 months | 73 months | |||||
Lease assets obtained in exchange for new operating lease liabilities | $ 1,800 | $ 4,900 | $ 6,657 | $ 0 | |||
Rental program income | $ 2,000 | $ 1,900 | $ 4,000 | $ 3,700 |
LEASES - Property and Equipment
LEASES - Property and Equipment Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Leases [Abstract] | ||
Cost | $ 29,316 | $ 28,398 |
Accumulated depreciation | (23,942) | (23,221) |
Net | $ 5,374 | $ 5,177 |
DEBT AND OTHER FINANCING ARRA_3
DEBT AND OTHER FINANCING ARRANGEMENTS - Debt and Other Financing Arrangement Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 38,229 | |
Less: unamortized issuance costs and debt discount | (146) | $ (183) |
Total | 38,083 | 38,430 |
Less: debt and other financing arrangements, current | (1,073) | (882) |
Debt and other financing arrangements, noncurrent | 37,010 | 37,548 |
Line of Credit | JP Morgan Credit Facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 38,188 | 38,563 |
Other obligations | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 41 | $ 50 |
DEBT AND OTHER FINANCING ARRA_4
DEBT AND OTHER FINANCING ARRANGEMENTS - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Total interest expense | $ 1,002 | $ 518 | $ 2,109 | $ 995 |
Line of Credit | JP Morgan Credit Facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
JPMorgan Credit Facility | 899 | 313 | 1,824 | 591 |
Other obligations | ||||
Debt Instrument [Line Items] | ||||
Other interest expense | $ 103 | $ 205 | $ 285 | $ 404 |
DEBT AND OTHER FINANCING ARRA_5
DEBT AND OTHER FINANCING ARRANGEMENTS - JP Morgan Chase Bank Credit Agreement (Details) $ in Thousands | 6 Months Ended | |||
Dec. 01, 2022 USD ($) | Mar. 17, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||
Proceeds from long-term debt | $ 0 | $ 25,000 | ||
2022 JPMorgan Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Term | 4 years | |||
Total leverage ration, maximum | 3 | |||
Commitment fee | 0.50% | |||
Interest rate during period | 8.90% | |||
2022 JPMorgan Revolving Credit Facility | Line of Credit | Period One | ||||
Debt Instrument [Line Items] | ||||
Interest rate, increase | 0.25% | |||
Adjusted quick ratio, maximum | 3 | |||
2022 JPMorgan Revolving Credit Facility | Line of Credit | Period Two | ||||
Debt Instrument [Line Items] | ||||
Interest rate, increase | 2% | |||
Adjusted quick ratio, maximum | 4 | |||
2022 JPMorgan Revolving Credit Facility | Term Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Proceeds from long-term debt | $ 25,000 | |||
Proceeds from revolving credit facility | 10,000 | |||
2022 JPMorgan Revolving Credit Facility | Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 15,000 | |||
Proceeds from revolving credit facility | $ 15,000 | |||
2022 JPMorgan Secured Term Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Increase in line of credit | 10,000 | |||
2022 JPMorgan Secured Term Facility | Term Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 25,000 | |||
Minimum | 2022 JPMorgan Revolving Credit Facility | Line of Credit | Base Rate | Period One | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 2.50% | |||
Minimum | 2022 JPMorgan Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate | Period One | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 3.50% | |||
Maximum | 2022 JPMorgan Revolving Credit Facility | Line of Credit | Base Rate | Period One | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 3% | |||
Maximum | 2022 JPMorgan Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate | Period One | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 4% |
DEBT AND OTHER FINANCING ARRA_6
DEBT AND OTHER FINANCING ARRANGEMENTS - Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Debt Disclosure [Abstract] | ||
2024 | $ 573 | |
2025 | 1,333 | |
2026 | 36,323 | |
2027 | 0 | |
Long-term debt | 38,229 | |
Unamortized issuance costs | (146) | $ (183) |
Total | $ 38,083 | $ 38,430 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Payables and Accruals [Abstract] | ||
Sales tax reserve | $ 14,844 | $ 13,597 |
Accrued compensation and related sales commissions | 2,965 | 4,069 |
Operating lease liabilities, current | 640 | 1,266 |
Accrued professional fees | 4,452 | 4,196 |
Accrued taxes and filing fees payable | 1,892 | 1,944 |
Other accrued expenses | 1,720 | 762 |
Consideration withheld in escrow for the 32M acquisition | 442 | 442 |
Total accrued expenses | $ 26,955 | $ 26,276 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Summary of Amortizable Intangible Asset (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Intangible assets: | ||
Gross | $ 47,697 | $ 47,063 |
Accumulated Amortization | (22,297) | (19,251) |
Net | 25,400 | 27,812 |
Goodwill [Abstract] | ||
Gross | 92,903 | 92,005 |
Net | 92,903 | 92,005 |
Brand and tradenames | ||
Intangible assets: | ||
Gross | 2,161 | 2,161 |
Accumulated Amortization | (1,619) | (1,414) |
Net | $ 542 | $ 747 |
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 | $ 18,712 | $ 20,188 |
Accumulated Amortization | (12,350) | (11,066) |
Net | $ 6,362 | $ 9,122 |
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 | $ 26,824 | $ 24,714 |
Accumulated Amortization | (8,328) | (6,771) |
Net | $ 18,496 | $ 17,943 |
Customer relationships | Minimum | ||
Intangible assets: | ||
Amortization Period | 5 years | 5 years |
Customer relationships | Maximum | ||
Intangible assets: | ||
Amortization Period | 18 years | 18 years |
GOODWILL AND INTANGIBLES - Narr
GOODWILL AND INTANGIBLES - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) reportingUnit | Dec. 31, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense of acquired intangible assets | $ 1.4 | $ 0.8 | $ 3 | $ 1.6 |
Number of reporting units | reportingUnit | 1 | |||
Goodwill impairment | $ 0 | $ 0 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 01, 2022 | Jul. 27, 2022 | Aug. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 02, 2023 | Jun. 30, 2023 | |
Business Acquisition [Line Items] | |||||||
Acquisition of business, net of cash acquired | $ 0 | $ 35,913 | |||||
Proceeds from long-term debt | 0 | $ 25,000 | |||||
Goodwill | 92,903 | $ 92,005 | |||||
Three Square Market, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of total consideration transferred | $ 41,111 | ||||||
Acquisition of business, net of cash acquired | $ 36,605 | ||||||
Number of shares issued in business acquisition (in shares) | 1,240,920 | ||||||
Value of shares issued in business acquisition | $ 4,500 | ||||||
Escrow deposit | 500 | ||||||
Goodwill | 26,200 | $ 26,205 | |||||
Net increase in overall purchase price consideration | $ 300 | ||||||
Net increase in intangible assets | 2,300 | ||||||
Business combination, provisional information, initial accounting incomplete, adjustment, assets and liabilities, current | (1,000) | ||||||
Business combination, provisional information, initial accounting incomplete, adjustment, other asset | 200 | ||||||
Business combination, provisional information, initial accounting incomplete, adjustment, tax liabilities | 1,100 | ||||||
Business combination, provisional information, initial accounting incomplete, adjustment, account payable | (700) | ||||||
Increase in goodwill | 600 | ||||||
Additional amortization of intangible assets | $ 500 | ||||||
Three Square Market, Inc. | Developed technology | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets acquired | 7,500 | ||||||
Weighted average useful life | 5 years | ||||||
Three Square Market, Inc. | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets acquired | 7,500 | ||||||
Weighted average useful life | 5 years | ||||||
Three Square Market, Inc. | Trade names | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets acquired | 500 | ||||||
Weighted average useful life | 3 years | ||||||
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% | ||||||
Three Square Market, Inc. | Second Anniversary of Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of shares released from escrow | 50% | ||||||
Yoke | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of total consideration transferred | $ 3,966 | ||||||
Acquisition of business, net of cash acquired | 2,966 | ||||||
Goodwill | 2,710 | ||||||
Cash payment to acquire business | $ 1,000 | 3,000 | |||||
Deferred cash payment | 1,000 | ||||||
Yoke | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets acquired | 300 | ||||||
Yoke | Developed Technology | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets acquired | 900 | ||||||
Yoke | Other Intangible Asset | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets acquired | $ 100 |
ACQUISITIONS - Summary of Purch
ACQUISITIONS - Summary of Purchase Price Consideration (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Dec. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||
Closing cash consideration | $ 0 | $ 35,913 | |
Three Square Market, Inc. | |||
Business Acquisition [Line Items] | |||
Closing cash consideration | $ 36,605 | ||
Fair value of total consideration transferred | 41,111 | ||
Three Square Market, Inc. | Common Stock | |||
Business Acquisition [Line Items] | |||
Stock consideration | $ 4,506 |
ACQUISITIONS - Summary of Asset
ACQUISITIONS - Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 01, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 92,903 | $ 92,005 | |
Three Square Market, Inc. | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 391 | ||
Accounts receivable | 1,780 | ||
Inventories | 2,011 | ||
Intangible assets | 15,538 | ||
Other assets | 629 | ||
Total identifiable assets acquired | 20,349 | ||
Accounts payable | (2,410) | ||
Tax liabilities | (3,033) | ||
Total liabilities assumed | (5,443) | ||
Total identifiable net assets | 14,906 | ||
Goodwill | 26,205 | $ 26,200 | |
Fair value of total consideration transferred | $ 41,111 |
ACQUISITIONS - Schedule of Pro
ACQUISITIONS - Schedule of Pro Forma Operations Results (Details) - Three Square Market, Inc. - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Dec. 31, 2022 | Dec. 31, 2022 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Revenues | $ 64,614 | $ 127,450 |
Net income (loss) | $ 1,241 | $ (11,184) |
ACQUISITIONS - Summary of Total
ACQUISITIONS - Summary of Total Consideration Paid for Acquisition (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Aug. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | |
Business Combination, Consideration Transferred [Abstract] | ||||
Closing cash consideration | $ 0 | $ 35,913 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Goodwill | $ 92,903 | $ 92,005 | ||
Yoke | ||||
Business Combination, Consideration Transferred [Abstract] | ||||
Closing cash consideration | $ 2,966 | |||
Contingent consideration arrangement | 1,000 | |||
Fair value of total consideration transferred | 3,966 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Total net assets acquired | 21 | |||
Identifiable intangible assets | 1,235 | |||
Total identifiable net assets | 1,256 | |||
Goodwill | $ 2,710 |
REVENUES - Schedule of Revenue
REVENUES - Schedule of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 65,359 | $ 61,330 | $ 128,042 | $ 119,112 |
Subscription and transaction fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 56,029 | 48,932 | 111,164 | 96,007 |
Transaction fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 37,892 | 32,392 | 74,922 | 63,687 |
Subscription fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 18,137 | 16,540 | 36,242 | 32,320 |
Equipment sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 9,330 | $ 12,398 | $ 16,878 | $ 23,105 |
REVENUES - Contract Liability (
REVENUES - Contract Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||||||||
Deferred revenue | $ 1,788 | $ 1,970 | $ 1,788 | $ 1,970 | $ 1,940 | $ 1,666 | $ 2,069 | $ 1,893 |
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period | $ 150 | $ 119 | $ 242 | $ 226 |
REVENUES - Performance Obligati
REVENUES - Performance Obligations (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation | $ 11,861 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation | $ 2,923 |
Performance obligation, period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation | $ 5,703 |
Performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation | $ 3,235 |
Performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation | $ 0 |
Performance obligation, period |
REVENUES - Narrative (Details)
REVENUES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Capitalized costs, amortization | $ 0.2 | $ 0.2 | $ 0.5 | $ 0.4 | |
Prepaid expenses and other current assets | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Capitalized costs | 0.6 | 0.6 | $ 0.6 | ||
Other noncurrent assets | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Capitalized costs | $ 2.8 | $ 2.8 | $ 2.8 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Fair Value of Options (Details) - Stock options - $ / shares | 6 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Minimum expected volatility (percent) | 61.30% | 74.60% |
Maximum expected volatility (percent) | 69.70% | 77.60% |
Dividend yield (percent) | 0% | 0% |
Minimum risk-free interest rate (percent) | 4.20% | 2.70% |
Maximum risk-free interest rate (percent) | 4.30% | 4.10% |
Number of options granted (in shares) | 125,000 | 1,620,000 |
Weighted average exercise price (in dollars per share) | $ 7.11 | $ 4.58 |
Weighted average grant date fair value (in dollars per share) | $ 4.34 | $ 2.87 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average expected life (years) | 4 years 2 months 12 days | 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 6 months | 4 years 7 months 6 days |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation | $ 3,043 | $ 1,477 | ||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 700 | $ 600 | $ 1,800 | 1,600 |
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 | (200) | (900) | $ 100 | (1,100) |
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 | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation | $ 600 | $ 500 | $ 1,100 | $ 1,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 81 | $ 42 | $ 162 | $ 67 |
Unrecognized income tax benefit | $ 700 | $ 600 | $ 700 | $ 600 |
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 | 6 Months Ended | ||||
Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator for basic and diluted loss per share | ||||||
Net income (loss) | $ 3,124 | $ 2,007 | $ (573) | $ (8,574) | $ 5,131 | $ (9,147) |
Preferred dividends | 0 | 0 | (289) | (334) | ||
Net income (loss) applicable to common shares | $ 3,124 | $ (573) | $ 4,842 | $ (9,481) | ||
Denominator for basic loss per share - Weighted average shares outstanding (in shares) | 72,743,162 | 71,629,939 | 72,730,563 | 71,418,845 | ||
Effect of dilutive potential common shares (in shares) | 1,170,437 | 0 | 1,204,354 | 0 | ||
Denominator for diluted loss per share - Adjusted weighted average shares outstanding (in shares) | 73,913,599 | 71,629,939 | 73,934,917 | 71,418,845 | ||
Basic earnings (loss) per share (in dollars per share) | $ 0.04 | $ (0.01) | $ 0.07 | $ (0.13) | ||
Diluted earnings (loss) per share (in dollars per share) | $ 0.04 | $ (0.01) | $ 0.07 | $ (0.13) |
EARNINGS (LOSS) PER SHARE CAL_4
EARNINGS (LOSS) PER SHARE CALCULATION - Narrative (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |||
Antidilutive shares excluded from the calculation of diluted earnings per shares (in shares) | 5 | 1 | 5 |
SHAREHOLDER'S EQUITY AND PREF_2
SHAREHOLDER'S EQUITY AND PREFERRED STOCK (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Retirement of preferred stock, value | $ 1,733 | ||
Repurchase of Series A convertible preferred stock | $ 0 | $ 2,151 | |
Amount in excess of fair value of preferred stock | $ 300 | ||
Preferred Class A | |||
Class of Stock [Line Items] | |||
Retirement of preferred stock (in shares) | 59,281 | ||
Retirement of preferred stock, value | $ 2,450 | ||
Preferred Stock | |||
Class of Stock [Line Items] | |||
Repurchase of Series A convertible preferred stock | 420 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Repurchase of Series A convertible preferred stock | $ 1,730 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||||
Cost of subscription and transaction fees | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Millions | Feb. 01, 2024 USD ($) |
Cheq Lifestyle Technology, Inc. | Subsequent Event | |
Subsequent Event [Line Items] | |
Cash payment to acquire business | $ 4.8 |