Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2018 | Sep. 19, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | USA TECHNOLOGIES INC | |
Entity Central Index Key | 0000896429 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 60,008,481 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Oct. 01, 2018 | Sep. 30, 2018 | Jul. 01, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 |
Current assets: | ||||||||
Cash and cash equivalents | $ 63,193 | $ 83,964 | $ 15,360 | |||||
Accounts receivable, less allowance of $3,385 and $2,754, respectively | 10,132 | 15,748 | 14,707 | |||||
Finance receivables, net | 5,591 | 4,603 | 3,296 | |||||
Inventory, net | 7,343 | 8,038 | 12,019 | |||||
Prepaid expenses and other current assets | 2,871 | $ 1,180 | 929 | 1,610 | ||||
Total current assets | 89,130 | 113,282 | 46,992 | |||||
Non-current assets: | ||||||||
Finance receivables due after one year, net | 11,910 | 13,246 | 11,728 | |||||
Other assets | 1,903 | 1,974 | 720 | 458 | ||||
Property and equipment, net | 9,546 | 11,273 | 12,443 | |||||
Intangibles, net | 27,740 | 29,325 | 30,910 | |||||
Goodwill | 64,149 | 64,149 | 64,403 | |||||
Total non-current assets | 115,248 | 118,713 | 119,942 | |||||
Total assets | 204,378 | 231,995 | 166,934 | |||||
Current liabilities: | ||||||||
Accounts payable | 17,570 | 30,468 | 23,908 | |||||
Accrued expenses | 21,150 | 19,291 | 16,623 | |||||
Capital lease obligation and current obligations under long-term debt | 33,235 | 34,639 | 5,488 | |||||
Income taxes payable | 25 | 0 | 0 | |||||
Deferred revenue | 1,437 | $ 1,428 | $ 1,428 | 1,638 | 511 | 730 | ||
Total current liabilities | 73,417 | 84,909 | 46,749 | |||||
Long-term liabilities: | ||||||||
Deferred income taxes | 76 | 67 | 91 | |||||
Capital lease obligations and long-term debt, less current portion | 632 | 1,127 | ||||||
Accrued expenses, less current portion | 101 | 66 | 65 | |||||
Total long-term liabilities | 809 | 1,260 | 34,726 | |||||
Total liabilities | 74,226 | 86,169 | 81,475 | |||||
Commitments and contingencies (Note 14) | ||||||||
Series A convertible preferred stock, 900,000 shares authorized, 445,063 issued and outstanding, with liquidation preference of $19,109 at December 31, 2017 | 3,138 | 3,138 | 3,138 | |||||
Shareholders’ equity: | ||||||||
Preferred stock, no par value, 1,800,000 shares authorized, no shares issued | 0 | 0 | 0 | |||||
Common stock, no par value, 640,000,000 shares authorized, 60,013,718 and 59,998,811 shares issued and outstanding at December 31, 2018 and June 30, 2018, respectively | 376,363 | 375,436 | 310,150 | |||||
Accumulated deficit | (249,349) | $ (232,372) | (232,748) | (227,829) | ||||
Total shareholders’ equity | 127,014 | $ 137,114 | 142,688 | 82,321 | $ 62,661 | $ 24,468 | ||
Total liabilities, convertible preferred stock and shareholders’ equity | $ 204,378 | $ 231,995 | $ 166,934 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2018 | Jun. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for uncollectible accounts receivable | $ 3,385 | $ 2,754 |
Convertible preferred stock, shares authorized | 900,000 | 900,000 |
Convertible preferred stock, shares issued | 445,063 | 445,063 |
Convertible preferred stock, shares outstanding | 445,063 | 445,063 |
Convertible preferred stock, liquidation preference | $ 19,777 | $ 19,443 |
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized | 1,800,000 | 1,800,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized | 640,000,000 | 640,000,000 |
Common stock, shares issued | 60,013,718 | 59,998,811 |
Common stock, shares outstanding | 60,013,718 | 59,998,811 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue from External Customer [Line Items] | ||||
Revenues | $ 34,406 | $ 31,532 | $ 67,928 | $ 56,791 |
Costs of sales: | ||||
Total costs of sales | 25,163 | 22,360 | 48,575 | 41,438 |
Gross profit | 9,243 | 9,172 | 19,353 | 15,353 |
Operating expenses: | ||||
Selling, general and administrative | 10,931 | 9,005 | 20,381 | 15,929 |
Investigation and restatement expenses | 7,188 | 0 | 11,714 | 0 |
Integration and acquisition costs | 181 | 3,335 | 1,103 | 4,097 |
Depreciation and amortization | 1,143 | 737 | 2,276 | 982 |
Total operating expenses | 19,443 | 13,077 | 35,474 | 21,008 |
Operating loss | (10,200) | (3,905) | (16,121) | (5,655) |
Other income (expense): | ||||
Interest income | 381 | 324 | 786 | 404 |
Interest expense | (819) | (770) | (1,605) | (1,243) |
Total other expense, net | (438) | (446) | (819) | (839) |
Loss before income taxes | (10,638) | (4,351) | (16,940) | (6,494) |
(Provision) benefit for income taxes | (19) | 157 | (37) | 129 |
Net loss | (10,657) | (4,194) | (16,977) | (6,365) |
Preferred dividends | 0 | 0 | (334) | (334) |
Net loss applicable to common shares | $ (10,657) | $ (4,194) | $ (17,311) | $ (6,699) |
Net loss per common share | ||||
Basic (in dollars per share) | $ (0.18) | $ (0.08) | $ (0.29) | $ (0.13) |
Diluted (in dollars per share) | $ (0.18) | $ (0.08) | $ (0.29) | $ (0.13) |
Weighted average number of common shares outstanding | ||||
Basic (in shares) | 60,059,936 | 52,150,106 | 60,056,924 | 49,861,735 |
Diluted (in shares) | 60,059,936 | 52,150,106 | 60,056,924 | 49,861,735 |
License and transaction fees | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | $ 29,837 | $ 23,514 | $ 58,808 | $ 42,911 |
Costs of sales: | ||||
Total costs of sales | 19,575 | 14,356 | 38,119 | 27,603 |
Equipment sales | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 4,569 | 8,018 | 9,120 | 13,880 |
Costs of sales: | ||||
Total costs of sales | $ 5,588 | $ 8,004 | $ 10,456 | $ 13,835 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common stock equivalents | Accumulated Deficit |
Beginning Balance (in shares) at Jun. 30, 2017 | 40,331,645 | ||
Beginning Balance at Jun. 30, 2017 | $ 24,468 | $ 245,999 | $ (221,531) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Issuance of common stock in relation to public offering, net of offering costs incurred (in shares) | 9,583,332 | ||
Issuance of common stock in relation to public offering, net of offering costs incurred of $3,237 | 39,888 | $ 39,888 | |
Stock based compensation (in shares) | 279,754 | ||
Stock based compensation | 409 | $ 409 | |
Excess Tax Benefits From Share Based Compensation | 67 | 67 | |
Net loss | (2,171) | (2,171) | |
Ending Balance at Sep. 30, 2017 | 62,661 | $ 286,296 | (223,635) |
Ending Balance (in shares) at Sep. 30, 2017 | 50,194,731 | ||
Beginning Balance (in shares) at Jun. 30, 2017 | 40,331,645 | ||
Beginning Balance at Jun. 30, 2017 | 24,468 | $ 245,999 | (221,531) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Net loss | (6,365) | ||
Ending Balance at Dec. 31, 2017 | 82,321 | $ 310,150 | (227,829) |
Ending Balance (in shares) at Dec. 31, 2017 | 53,619,898 | ||
Beginning Balance (in shares) at Sep. 30, 2017 | 50,194,731 | ||
Beginning Balance at Sep. 30, 2017 | 62,661 | $ 286,296 | (223,635) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Issuance of common stock as merger consideration (in shares) | 3,423,367 | ||
Issuance of common stock as merger consideration | 23,279 | $ 23,279 | |
Stock based compensation (in shares) | 1,800 | ||
Stock based compensation | 575 | $ 575 | |
Net loss | (4,194) | (4,194) | |
Ending Balance at Dec. 31, 2017 | 82,321 | $ 310,150 | (227,829) |
Ending Balance (in shares) at Dec. 31, 2017 | 53,619,898 | ||
Beginning Balance (in shares) at Jun. 30, 2018 | 59,998,811 | ||
Beginning Balance at Jun. 30, 2018 | 142,688 | $ 375,436 | (232,748) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Stock based compensation (in shares) | 13,344 | ||
Stock based compensation | 370 | $ 370 | |
Net loss | (6,320) | (6,320) | |
Ending Balance at Sep. 30, 2018 | 137,114 | $ 375,806 | (238,692) |
Ending Balance (in shares) at Sep. 30, 2018 | 60,012,155 | ||
Beginning Balance (in shares) at Jun. 30, 2018 | 59,998,811 | ||
Beginning Balance at Jun. 30, 2018 | 142,688 | $ 375,436 | (232,748) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Net loss | (16,977) | ||
Ending Balance at Dec. 31, 2018 | 127,014 | $ 376,363 | (249,349) |
Ending Balance (in shares) at Dec. 31, 2018 | 60,013,718 | ||
Beginning Balance (in shares) at Sep. 30, 2018 | 60,012,155 | ||
Beginning Balance at Sep. 30, 2018 | 137,114 | $ 375,806 | (238,692) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Stock based compensation (in shares) | 1,563 | ||
Stock based compensation | 557 | $ 557 | |
Net loss | (10,657) | (10,657) | |
Ending Balance at Dec. 31, 2018 | $ 127,014 | $ 376,363 | $ (249,349) |
Ending Balance (in shares) at Dec. 31, 2018 | 60,013,718 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity (Parentheticals) $ in Thousands | 3 Months Ended |
Sep. 30, 2017USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Stock offering costs | $ 3,237 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (16,977) | $ (6,365) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Non-cash stock based compensation | 972 | 984 |
Gain on disposal of property and equipment | (29) | (80) |
Non-cash interest and amortization of debt discount | 45 | 94 |
Bad debt expense | 1,308 | 382 |
Provision for inventory reserve | 1,211 | 1,091 |
Depreciation and amortization | 4,257 | 3,278 |
Excess tax benefits | 0 | 67 |
Deferred income taxes | 9 | (159) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 4,312 | (5,332) |
Finance receivables, net | 348 | 7,332 |
Inventory, net | 284 | (7,615) |
Prepaid expenses and other assets | (1,588) | (2) |
Accounts payable and accrued expenses | (11,095) | 7,704 |
Deferred revenue | (201) | 570 |
Income taxes payable | 25 | (40) |
Net cash (used in) provided by operating activities | (17,119) | 1,909 |
INVESTING ACTIVITIES: | ||
Purchase of property and equipment, including rentals | (1,795) | (1,734) |
Proceeds from sale of property and equipment, including rentals | 82 | 157 |
Cash paid for acquisitions, net of cash acquired | 0 | (65,181) |
Proceeds from collateralized borrowing from the transfer of finance receivables | (1,713) | (66,758) |
FINANCING ACTIVITIES: | ||
Proceeds from collateralized borrowing from the transfer of finance receivables | 0 | 1,075 |
Proceeds from exercise of common stock options | 42 | 0 |
Payment of debt issuance costs | (53) | (445) |
Proceeds from issuance of long-term debt | 0 | 25,100 |
Proceeds from revolving credit facility | 0 | 10,000 |
Issuance of common stock in public offering, net | 0 | 39,888 |
Repayment of line of credit | 0 | (7,111) |
Repayment of capital lease obligations and long-term debt | (1,928) | (1,043) |
Net cash (used in) provided by financing activities | (1,939) | 67,464 |
Net increase in cash and cash equivalents | (20,771) | 2,615 |
Cash and cash equivalents at beginning of year | 83,964 | 12,745 |
Cash and cash equivalents at end of period | 63,193 | 15,360 |
Supplemental disclosures of cash flow information: | ||
Interest paid in cash | 1,503 | 998 |
Income taxes paid in cash | 12 | 3 |
Supplemental disclosures of noncash financing and investing activities: | ||
Equity issued in connection with Cantaloupe Acquisition, net of post-working capital adjustment for retired shares | 0 | 23,279 |
Equipment and software acquired under capital lease | $ 0 | $ 227 |
BUSINESS
BUSINESS | 6 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS | BUSINESS USA Technologies, Inc. (the “Company”, “We”, “USAT”, or “Our”) was incorporated in the Commonwealth of Pennsylvania in January 1992. We are a provider of technology-enabled solutions and value-added services that facilitate electronic payment transactions and consumer engagement services primarily within the unattended Point of Sale (“POS”) market. We are a leading provider in the small ticket, beverage and food vending industry in the United States and are expanding our solutions and services to other unattended market segments, such as amusement, commercial laundry, kiosk and others. Since our founding, we have designed and marketed systems and solutions that facilitate electronic payment options, as well as telemetry and IoT services, which include the ability to remotely monitor, control, and report on the results of distributed assets containing our electronic payment solutions. Historically, these distributed assets have relied on cash for payment in the form of coins or bills, whereas, our systems allow them to accept cashless payments such as through the use of credit or debit cards or other emerging contactless forms, such as mobile payment. The connection to the ePort Connect platform also enables consumer loyalty programs, national rewards programs and digital content, including advertisements and product information to be delivered at the point of sale. On November 9, 2017, the Company acquired all of the outstanding equity interests of Cantaloupe Systems, Inc. (“Cantaloupe”), pursuant to the Agreement and Plan of Merger (“Merger Agreement”). Cantaloupe is a premier provider of cloud and mobile solutions for vending, micro markets, and office coffee service. The acquisition expanded the Company’s existing platform to become an end-to-end enterprise platform integrating Cantaloupe’s Seed Cloud which provides cloud and mobile solutions for dynamic route scheduling, automated pre-kitting, responsive merchandising, inventory management, warehouse and accounting management, as well as cashless vending. The combined companies complete the value chain for customers by providing both top-line revenue generating services as well as bottom line business efficiency services to help operators of unattended retail machines run their business better. The combined product offering provides the data-rich Seed system with USAT’s consumer benefits, providing operators with valuable consumer data that results in customized experiences. In addition to new technology and services, due to Cantaloupe’s existing customer base, the acquisition expands the Company’s footprint into new global markets. INTERIM FINANCIAL INFORMATION 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, 2018 Annual Report on Form 10-K, which has been filed concurrently with this Form 10-Q. 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 three and six months ended December 31, 2018 are not necessarily indicative of the results that may be expected for the year ending June 30, 2019 . The balance sheet at June 30, 2018 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures required by accounting principles generally accepted in the United States of America. |
RESTATEMENT OF CONSOLIDATED FIN
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS | 6 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS | RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS Overview Concurrently with the filing of this Form 10-Q, the Company filed its Annual Report on Form 10-K for the fiscal year ended June 30, 2019 containing our audited consolidated financial statements for the fiscal years ended June 30, 2019 and 2018, which have not previously been filed, as well as restatements of the following previously filed consolidated financial statements: (i) our audited consolidated financial statements for the fiscal year ended June 30, 2017; (ii) our selected financial data as of and for the fiscal years ended June 30, 2017, 2016 and 2015 contained in Item 6 of the Form 10-K; and (iii) our unaudited condensed consolidated financial statements for the fiscal quarters ended September 30, 2017 and 2016, December 31, 2017 and 2016, and March 31, 2018 and 2017, in Note 20, “Unaudited Quarterly Data” of the Notes to Consolidated Financial Statements. We have not filed and do not intend to file amendments to any of our previously filed Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q for the periods affected by the restatements of our consolidated financial statements. In addition, we have not filed and do not intend to file a separate Annual Report on Form 10-K for the fiscal year ended June 30, 2018. Concurrent with this filing, we are filing our Quarterly Reports on Form 10-Q for each of the fiscal quarters ended September 30, 2018 and March 31, 2019 (together with this Form 10-Q, the “Fiscal Year 2019 Form 10-Qs”). We have not timely filed our Annual Report on Form 10-K for the fiscal year ended June 30, 2018 and the Fiscal Year 2019 Form 10-Qs as a result of the internal investigation of the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) and the subsequent restatement of certain of our prior period financial statements as more fully described below. Background On September 11, 2018, the Company announced that the Audit Committee with the assistance of independent legal and forensic accounting advisors, was in the process of conducting an internal investigation of current and prior period matters relating to certain of the Company’s contractual arrangements, including the accounting treatment, financial reporting and internal controls related to such arrangements. The Audit Committee’s investigation focused principally on certain customer transactions entered into by the Company during fiscal years 2017 and 2018. On January 14, 2019, the Company reported that the Audit Committee’s internal investigation was substantially completed, the principal findings of the internal investigation, and the remedial actions to be implemented by the Company as a result of the internal investigation. The Audit Committee found that, for certain of the customer transactions under review, the Company had prematurely recognized revenue. The Audit Committee proposed certain adjustments to previously reported revenues related to fiscal quarters occurring during the 2017 and 2018 fiscal years of the Company. In most cases, revenues that had been recognized prematurely were, or were expected to be, recognized in subsequent quarters, including quarters subsequent to the quarters impacted by the investigative findings. The investigation further found that certain items that had been recorded as expenses, such as the payment of marketing or servicing fees, were more appropriately treated as contra-revenue items in earlier fiscal quarters. On February 4, 2019, the Board of Directors of the Company, upon the recommendation of the Audit Committee, and based upon the adjustments to previously reported revenues proposed by the Audit Committee, determined that the following financial statements previously issued by the Company should no longer be relied upon: (1) the audited consolidated financial statements for the fiscal year ended June 30, 2017; and (2) the quarterly and year-to-date unaudited condensed consolidated financial statements for September 30, 2017, December 31, 2017, and March 31, 2018. On October 7, 2019, the Board of Directors of the Company, upon the recommendation of the Audit Committee, and based upon the non-investigatory adjustments described below, determined that the following financial statements previously issued by the Company should no longer be relied upon: (1) the audited consolidated financial statements for the fiscal year ended June 30, 2015; (2) the audited consolidated financial statements for the fiscal year ended June 30, 2016; and (3) the quarterly and year-to-date unaudited condensed consolidated financial statements for September 30, 2016, December 31, 2016, and March 31, 2017. In addition to the Audit Committee investigation matter described above, the Company also corrected for (i) out of period adjustments and errors related to the Company's acquisition and financial integration of Cantaloupe and (ii) out of period adjustments and errors identified during management's review of significant accounts and transactions. The acquisition and financial integration-related adjustments referred to in (i) above were made in the restatement and relate to errors in the purchase accounting for our acquisition of Cantaloupe and errors in periods subsequent to the acquisition resulting from an ineffective integration of the financial systems and processes of the acquired entity with those of the Company. The significant account and transaction review adjustments referred to in (ii) above were made in the restatement and relate to revenue recognition, deferred income tax accounting, sales-tax reserves, reserves for bad debts, inventory reserves, sale-leaseback accounting, balance sheet classification of preferred stock, and various other matters. Effect of Restatement on Previously Filed December 31, 2017 Form 10-Q A summary of the impact of these matters on income (loss) before taxes is presented below: ($ in thousands) Increase / (Decrease) Restatement Impact Three months ended December 31, 2017 Audit Committee Investigation-related Adjustments: Revenue $ (866 ) Costs of sales $ (1,225 ) Gross profit $ 359 Operating loss $ 359 Loss before income taxes $ 357 Acquisition and Financial Integration-related Adjustments: Revenue $ (60 ) Costs of sales $ (33 ) Gross profit $ (27 ) Operating loss $ (288 ) Loss before income taxes $ (223 ) Significant Account and Transaction Review and Other: Revenue $ (47 ) Costs of sales $ 313 Gross profit $ (360 ) Operating loss $ (775 ) Loss before income taxes $ (1,041 ) ($ in thousands) Increase / (Decrease) Restatement Impact Six months ended December 31, 2017 Audit Committee Investigation-related Adjustments: Revenue $ (1,277 ) Costs of sales $ (1,060 ) Gross profit $ (217 ) Operating loss $ (217 ) Loss before income taxes $ (219 ) Acquisition and Financial Integration-related Adjustments: Revenue $ (60 ) Costs of sales $ (33 ) Gross profit $ (27 ) Operating loss $ (288 ) Loss before income taxes $ (223 ) Significant Account and Transaction Review and Other: Revenue $ 6 Costs of sales $ 810 Gross profit $ (804 ) Operating loss $ (1,397 ) Loss before income taxes $ (1,927 ) A summary of the impact of these matters on the condensed consolidated balance sheet is presented below, excluding any tax effect from the restatement adjustments in the aggregate: ($ in thousands) Increase / (Decrease) Restatement Impact As of December 31, 2017 Audit Committee Investigation-related Adjustments: Accounts receivable $ (1,774 ) Finance receivables, net $ (1,269 ) Inventory, net $ 2,166 Prepaid expenses and other current assets $ 25 Other assets $ 76 Property and equipment, net $ (162 ) Accounts payable $ 106 Accrued expenses $ 580 Acquisition and Financial Integration-related Adjustments: Cash and cash equivalents $ (26 ) Accounts receivable $ 1,133 Finance receivables, net $ (1,324 ) Inventory, net $ (500 ) Prepaid expenses and other current assets $ (35 ) Finance receivables due after one year, net $ (191 ) Other assets $ (139 ) Property and equipment, net $ 721 Goodwill $ 4,121 Accrued expenses $ 785 Deferred revenue $ (153 ) Common stock $ 3,469 Significant Account and Transaction Review and Other: Accounts receivable $ (8 ) Finance receivables, net $ 371 Inventory, net $ (861 ) Prepaid expenses and other current assets $ (150 ) Other assets $ (600 ) Finance receivables due after one year, net $ 703 Property and equipment, net $ (737 ) Accounts payable $ 27 Accrued expenses $ 9,087 Capital lease obligation and current obligations under long-term debt $ 367 Capital lease obligation and long-term debt, less current portion $ 697 Deferred revenue $ (27 ) Deferred gain from sale-leaseback transactions $ (198 ) Deferred gain from sale-leaseback transactions, less current portion $ (49 ) Common stock $ (372 ) The restatement adjustments were tax effected and any tax adjustments reflected in the condensed consolidated financial statements in this note relate entirely to the tax effect on the restatement adjustments. The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company's previously reported financial statements as of and for the three and six months ended December 31, 2017. The effect of the restatement on the previously filed condensed consolidated balance sheet as of December 31, 2017 is as follows: As of December 31, 2017 ($ in thousands) As Previously Reported Adjustments As Restated Assets Current assets: Cash and cash equivalents $ 15,386 $ (26 ) $ 15,360 Accounts receivable 15,472 (765 ) 14,707 Finance receivables, net 5,517 (2,221 ) 3,296 Inventory, net 11,215 804 12,019 Prepaid expenses and other current assets 1,971 (361 ) 1,610 Total current assets 49,561 (2,569 ) 46,992 Non-current assets: Finance receivables due after one year, net 11,215 513 11,728 Other assets 1,120 (662 ) 458 Property and equipment, net 12,622 (179 ) 12,443 Deferred income taxes 14,774 (14,774 ) — Intangibles, net 30,910 — 30,910 Goodwill 64,449 (46 ) 64,403 Total non-current assets 135,090 (15,148 ) 119,942 Total assets $ 184,651 $ (17,717 ) $ 166,934 Liabilities, convertible preferred stock and shareholders’ equity Current liabilities: Accounts payable $ 23,775 $ 133 $ 23,908 Accrued expenses 6,798 9,825 16,623 Capital lease obligations, current obligations under long-term debt, and collateralized borrowings 5,121 367 5,488 Income taxes payable 6 (6 ) — Deferred revenue 595 135 730 Deferred gain from sale-leaseback transactions 198 (198 ) — Total current liabilities 36,493 10,256 46,749 Long-term liabilities: Revolving credit facility 10,000 — 10,000 Deferred income taxes — 91 91 Capital lease obligations, long-term debt, and collateralized borrowings, less current portion 23,874 696 24,570 Accrued expenses, less current portion 65 — 65 Deferred gain from sale-leaseback transactions, less current portion 49 (49 ) — Total long-term liabilities 33,988 738 34,726 Total liabilities $ 70,481 $ 10,994 $ 81,475 Commitments and contingencies Convertible preferred stock: Series A convertible preferred stock, 900,000 shares authorized, 445,063 issued and outstanding, with liquidation preference of $19,109 at December 31, 2017 — 3,138 3,138 Shareholders’ equity: Preferred stock, no par value, 1,800,000 shares authorized, no shares issued — — — Series A convertible preferred stock, 900,000 shares authorized, 445,063 issued and outstanding, with liquidation preference of $19,109 at December 31, 2017 3,138 (3,138 ) — Common stock, no par value, 640,000,000 shares authorized, 53,619,898 shares issued and outstanding at December 31, 2017 307,053 3,097 310,150 Accumulated deficit (196,021 ) (31,808 ) (227,829 ) Total shareholders’ equity 114,170 (31,849 ) 82,321 Total liabilities, convertible preferred stock and shareholders’ equity $ 184,651 $ (17,717 ) $ 166,934 The effect of the restatement on the previously filed condensed consolidated statement of operations for the three and six months ended December 31, 2017 is as follows: Three months ended December 31, 2017 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated Revenue: License and transaction fees $ 22,853 $ 661 $ 23,514 Equipment sales 9,653 (1,635 ) 8,018 Total revenue 32,506 (974 ) 31,532 Costs of sales: Cost of services 14,362 (6 ) 14,356 Cost of equipment 8,943 (939 ) 8,004 Total costs of sales 23,305 (945 ) 22,360 Gross profit 9,201 (29 ) 9,172 Operating expenses: Selling, general and administrative 8,329 676 9,005 Integration and acquisition costs 3,335 — 3,335 Depreciation and amortization 737 — 737 Total operating expenses 12,401 676 13,077 Operating loss (3,200 ) (705 ) (3,905 ) Other income (expense): Interest income 251 73 324 Interest expense (494 ) (276 ) (770 ) Total other expense, net (243 ) (203 ) (446 ) Loss before income taxes (3,443 ) (908 ) (4,351 ) (Provision) benefit for income taxes (9,073 ) 9,230 157 Net loss (12,516 ) 8,322 (4,194 ) Preferred dividends — — — Net loss applicable to common shares $ (12,516 ) $ 8,322 $ (4,194 ) Net loss per common share Basic $ (0.24 ) $ 0.16 $ (0.08 ) Diluted $ (0.24 ) $ 0.16 $ (0.08 ) Weighted average number of common shares outstanding Basic 52,150,106 — 52,150,106 Diluted 52,150,106 — 52,150,106 Six months ended December 31, 2017 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated Revenue: License and transaction fees $ 42,797 $ 114 $ 42,911 Equipment sales 15,326 (1,446 ) 13,880 Total revenue 58,123 (1,332 ) 56,791 Costs of sales: Cost of services 27,688 (85 ) 27,603 Cost of equipment 14,033 (198 ) 13,835 Total costs of sales 41,721 (283 ) 41,438 Gross profit 16,402 (1,049 ) 15,353 Operating expenses: Selling, general and administrative 15,075 854 15,929 Integration and acquisition costs 4,097 — 4,097 Depreciation and amortization 982 — 982 Total operating expenses 20,154 854 21,008 Operating loss (3,752 ) (1,903 ) (5,655 ) Other income (expense): Interest income 331 73 404 Interest expense (703 ) (540 ) (1,243 ) Total other expense, net (372 ) (467 ) (839 ) Loss before income taxes (4,124 ) (2,370 ) (6,494 ) (Provision) benefit for income taxes (8,605 ) 8,734 129 Net loss (12,729 ) 6,364 (6,365 ) Preferred dividends (334 ) — (334 ) Net loss applicable to common shares $ (13,063 ) $ 6,364 $ (6,699 ) Net loss per common share Basic $ (0.26 ) $ 0.13 $ (0.13 ) Diluted $ (0.26 ) $ 0.13 $ (0.13 ) Weighted average number of common shares outstanding Basic 49,861,735 — 49,861,735 Diluted 49,861,735 — 49,861,735 The effect of the restatement on the previously filed condensed consolidated statement of cash flows for the six months ended December 31, 2017 is as follows: Six months ended December 31, 2017 ($ in thousands) As Previously Reported Adjustments As Restated OPERATING ACTIVITIES: Net loss $ (12,729 ) $ 6,364 $ (6,365 ) Adjustments to reconcile net loss to net cash provided by operating activities: Non-cash stock-based compensation 1,356 (372 ) 984 (Gain) loss on disposal of property and equipment (83 ) 3 (80 ) Non-cash interest and amortization of debt discount 86 8 94 Bad debt expense 291 91 382 Provision for inventory reserve — 1,091 1,091 Depreciation and amortization 3,476 (198 ) 3,278 Excess tax benefits 67 — 67 Deferred income taxes 8,537 (8,696 ) (159 ) Recognition of deferred gain from sale-leaseback transactions (93 ) 93 — Changes in operating assets and liabilities: Accounts receivable (5,290 ) (42 ) (5,332 ) Finance receivables, net 7,958 (626 ) 7,332 Inventory, net (5,822 ) (1,793 ) (7,615 ) Prepaid expenses and other current assets (606 ) 604 (2 ) Accounts payable and accrued expenses 6,950 754 7,704 Deferred revenue — 570 570 Income taxes payable 40 (80 ) (40 ) Net cash provided by operating activities 4,138 (2,229 ) 1,909 INVESTING ACTIVITIES: Purchase of property and equipment, including rentals (1,767 ) 33 (1,734 ) Proceeds from sale of property and equipment, including rentals 157 — 157 Cash paid for acquisitions, net of cash acquired (65,181 ) — (65,181 ) Net cash used in investing activities (66,791 ) 33 (66,758 ) FINANCING ACTIVITIES: Proceeds from transfer of finance receivables — 1,075 1,075 Payment of debt issuance costs (445 ) — (445 ) Proceeds from issuance of long-term debt 25,100 — 25,100 Proceeds from revolving credit facility 10,000 — 10,000 Issuance of common stock in public offering, net 39,888 — 39,888 Repayment of line of credit — (7,111 ) (7,111 ) Repayment of capital lease obligations and long-term debt (9,249 ) 8,206 (1,043 ) Net cash provided by financing activities 65,294 2,170 67,464 Net increase in cash and cash equivalents 2,641 (26 ) 2,615 Cash and cash equivalents at beginning of year 12,745 — 12,745 Cash and cash equivalents at end of period $ 15,386 $ (26 ) $ 15,360 |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 6 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES | ACCOUNTING POLICIES RECENT ACCOUNTING PRONOUNCEMENTS Accounting pronouncements adopted In January 2017, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment ("ASU 2017-04"), which eliminates Step 2 from the goodwill impairment test. Under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. We early adopted ASU 2017-04 for impairment tests to be performed on testing dates after July 1, 2017, which did not impact our condensed consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting, which modifies the accounting for certain aspects of share-based payments to employees. The new guidance requires excess tax benefits and tax deficiencies to be recorded in the income statement when stock awards vest or are settled. In addition, cash flows related to excess tax benefits are to be separately classified as an operating activity apart from other income tax cash flows. The standard also allows the Company to repurchase more of an employee’s vested shares for tax withholding purposes without triggering liability accounting, and clarifies that all cash payments made to tax authorities on an employee’s behalf for withheld shares should be presented as a financing activity on the statement of cash flows. The Company adopted this standard as of July 1, 2017. The primary impact of adoption was the recognition of excess tax benefits in the Company's provision for income taxes which is applied prospectively starting July 1, 2017 in accordance with the guidance. Adoption of the new standard resulted in the recognition of $31 thousand of excess tax benefits in the Company's provision for income taxes for the year ended June 30, 2018. Through June 30, 2017 excess tax benefits were reflected as a reduction of deferred tax assets via reducing actual operating loss carryforwards because such benefits had not reduced income taxes payable. Under the new standard the treatment of excess tax benefits changed and the cumulative excess tax benefits as of June 30, 2017 amounting to $67 thousand were credited to accumulated deficit. The adoption of ASU No. 2016-09 did not impact our statement of cash flows for the six months ended December 31, 2018 and 2017. In March 2018, the FASB issued ASU No. 2018-05, "Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." The standard adds guidance to ASC 740, Income Taxes, that contain SEC guidance related to SAB 118. The standard is effective upon issuance. Refer to Note 12 for further information regarding the impact of the standard. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805), Clarifying the Definition of a Business.” ASU 2017-01 provides guidance in ascertaining whether a collection of assets and activities is considered a business. The Company adopted this standard as of July 1, 2018, and its adoption did not have a material effect on the Company’s condensed consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718), Scope of Modification Accounting.” The standard provides guidance about which changes to the terms or conditions of a share-based payment award require modification accounting, which may result in a different fair value for the award. The Company adopted this standard as of July 1, 2018, and it will be applied prospectively to awards modified on or after the adoption date. Its adoption did not have a material effect on the Company's condensed consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments.” The new guidance makes eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The Company adopted this standard as of July 1, 2018 on a retrospective basis, and its adoption did not have a material effect on the Company’s condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606) (“the New Standard”). The New Standard provides a single model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. The New Standard also requires expanded qualitative and quantitative disclosures about the nature, timing and uncertainty of revenue and cash flows rising from contracts with customers. The Company adopted the New Standard on July 1, 2018, using the modified retrospective method applied to those contracts which were not completed as of July 1, 2018. Results for reporting periods beginning after July 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic revenue recognition methodology under ASC 605. Refer to Note 5 for further discussion. Accounting pronouncements to be adopted The Company is evaluating whether the effects of the following recent accounting pronouncements, or any other recently issued but not yet effective accounting standards, will have a material effect on the Company’s condensed consolidated financial position, results of operations or cash flows. In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which will require, among other items, lessees to recognize a right of use asset and a related lease liability for most leases on the balance sheet. Qualitative and quantitative disclosures will be enhanced to better understand the amount, timing and uncertainty of cash flows arising from leases. The Company adopted this new guidance on July 1, 2019, using the optional modified retrospective transition method. The Company expects the adoption to result in gross up on its consolidated balance sheets from the recognition of assets and liabilities arising out of operating leases. The Company will recognize assets for the right to use the underlying leased property during the lease term and will recognize liabilities for the corresponding financial obligation to make lease payments to the lessor. The Company plans to elect the transition package of practical expedients permitted within the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. The Company is substantially complete with the evaluation of the impact on the condensed consolidated financial statements of adopting the new lease standard and does not anticipate a material impact on the condensed consolidated statements of operations, shareholders’ equity, and cash flows or to retained earnings. Additionally, the Company does not anticipate the adoption of the standard will impact any debt covenants or result in significant changes to the internal processes, including the internal control over financial reporting. The Company’s operating leases primarily comprise of office facilities, with the most significant leases relating to corporate headquarters in Malvern, Pennsylvania and an office in San Francisco, California. The Company is in the process of finalizing changes to its systems and processes in conjunction with its review of lease agreements and will disclose the actual impact of adopting ASU 2016-02 in its interim report on Form 10-Q for the quarter ended September 30, 2019. In July 2018, the FASB issued ASU No. 2018-09, “Codification Improvements”. These amendments provide clarifications and corrections to certain ASC subtopics including “Compensation - Stock Compensation - Income Taxes” (Topic 718-740), “Business Combinations - Income Taxes” (Topic 805-740) and “Fair Value Measurement - Overall” (Topic 820-10). The majority of the amendments in ASU 2018-09 will be effective in annual periods beginning after December 15, 2018. The Company is currently evaluating and assessing the impact this guidance will have on its condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326).” The new guidance changes the accounting for estimated credit losses pertaining to certain types of financial instruments including, but not limited to, trade and lease receivables. This pronouncement will be effective for fiscal years beginning after December 15, 2019. Early adoption of the guidance is permitted for fiscal years beginning after December 15, 2018.The Company is currently evaluating and assessing the impact this guidance will have on its condensed consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, “Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting.” The standard simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after December 15, 2018, including interim periods within that fiscal year. The Company expects that the adoption of this ASU would not have a material impact on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other (Topic 350): Internal-Use Software.” This standard aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, which means that it will be effective for us in the first quarter of our fiscal year beginning July 1, 2020. The Company is currently evaluating and assessing the impact this guidance will have on its condensed consolidated financial statements. |
ACQUISITION OF CANTALOUPE SYSTE
ACQUISITION OF CANTALOUPE SYSTEMS, INC. | 6 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
ACQUISITION OF CANTALOUPE SYSTEMS, INC. | ACQUISITION OF CANTALOUPE SYSTEMS, INC. On November 9, 2017, the Company acquired all of the outstanding equity interests of Cantaloupe pursuant to the Merger Agreement, for approximately $88.2 million in aggregate consideration. Cantaloupe is a premier provider of cloud and mobile solutions for vending, micro markets, and office coffee service. The acquisition expanded the Company’s existing platform to become an end-to-end enterprise platform integrating Cantaloupe’s Seed Cloud, which provides cloud and mobile solutions for dynamic route scheduling, automated pre-kitting, responsive merchandising, inventory management, warehouse and accounting management, as well as cashless vending. In addition to new technology and services, due to Cantaloupe’s existing customer base, the acquisition expands the Company’s footprint into new global markets. The fair value of the purchase price consideration consisted of the following: ($ in thousands) Cash consideration, net of cash acquired $ 65,181 USAT shares issued as stock consideration (As Restated) 23,279 Post-closing adjustment for working capital (253 ) Total consideration (As Restated) $ 88,207 The Company financed a portion of the purchase price with proceeds from a $25.0 million term loan (“Term Loan”) and $10.0 million of borrowings under a line of credit (“Revolving Credit Facility”), provided by JPMorgan Chase Bank, N.A., for an aggregate principal amount of $35.0 million . Refer to Note 10 for additional details. The acquisition of Cantaloupe was accounted for as a business combination using the acquisition method. Under the acquisition method of accounting, the assets acquired and liabilities assumed in the transaction were recorded at the date of acquisition at their respective fair values using assumptions that are subject to change. The Company has finalized its valuation of certain assets and liabilities recorded in connection with this transaction as of June 30, 2018. The following table summarizes the fair value of total consideration transferred to the holders of all of the outstanding equity interests of Cantaloupe at the acquisition date of November 9, 2017: ($ in thousands) November 9, 2017 (As Restated) Accounts receivable $ 2,921 Finance receivables 1,480 Inventory 282 Prepaid expense and other current assets 646 Finance receivables due after one year 3,603 Other assets 50 Property and equipment 2,234 Intangibles 30,800 Total assets acquired 42,016 Accounts payable (1,591 ) Accrued expenses (2,401 ) Deferred revenue (518 ) Capital lease obligations and current obligations under long-term debt (666 ) Capital lease obligations and long-term debt, less current portion (1,134 ) Deferred income tax liabilities (157 ) Total identifiable net assets 35,549 Goodwill 52,658 Total fair value $ 88,207 Amounts allocated to intangible assets included $18.9 million related to customer relationships, $10.3 million related to developed technology, and $1.6 million related to trade names. The fair value of the acquired customer relationships was determined using the excess earnings method. The fair value of both the acquired developed technology and the acquired trade names was determined using the relief from royalty method. The estimated useful life of the acquired intangible assets ranged from 6 to 18 years, with a weighted average estimated useful life of 13 years. The related amortization will be recorded on a straight-line basis. Goodwill of $52.7 million arising from the acquisition includes the expected synergies between Cantaloupe and the Company, the value of the employee workforce, and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill, which is not deductible for income tax purposes, was assigned to the Company’s only reporting unit. The amount of Cantaloupe revenue included in the Company’s Condensed Consolidated Statements of Operations for the three and six months ended December 31, 2017 is $4.7 million . The amount of Cantaloupe earnings included in the Company’s Condensed Consolidated Statements of Operations for the three and six months ended December 31, 2017 is $1.5 million . Supplemental disclosure of pro forma information The following supplemental unaudited pro forma information presents the combined results of USAT and Cantaloupe as if the acquisition of Cantaloupe occurred on July 1, 2016. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been made on July 1, 2016, nor are they indicative of any future results. The pro forma results include adjustments for the preliminary purchase accounting impact of the Cantaloupe acquisition (including, but not limited to, amortization associated with the acquired intangible assets, and the interest expense and amortization of deferred financing fees associated with the Term Loan and Revolving Credit Facility that were used to finance a portion of the purchase price, along with the related tax impacts) and the alignment of accounting policies. Other material non-recurring adjustments are reflected in the pro forma and described below: Three months ended Six months ended ($ in thousands, except per share data) December 31, 2017 Revenue $ 33,970 $ 64,859 Net loss attributable to USAT (2,339 ) (4,359 ) Net loss attributable to USAT common shares $ (2,339 ) $ (4,693 ) Net loss per share: Basic $ (0.04 ) $ (0.09 ) Diluted $ (0.04 ) $ (0.09 ) Weighted average number of common shares outstanding: Basic 53,619,921 53,584,368 Diluted 53,619,921 53,584,368 The supplemental unaudited pro forma earnings for the three and six months ended December 31, 2017 were adjusted to exclude $3.3 million and $4.1 million of integration and acquisition costs, respectively. |
FINANCE RECEIVABLES
FINANCE RECEIVABLES | 6 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
FINANCE RECEIVABLES | FINANCE RECEIVABLES Finance receivables consist of the following: ($ in thousands) December 31, June 30, Finance receivables, net $ 5,591 $ 4,603 Finance receivables due after one year, net 11,910 13,246 Total finance receivables, net of allowance of $601 and $12, respectively $ 17,501 $ 17,849 The Company routinely evaluates outstanding finance receivables for impairment based on past due balances or accounts otherwise determined to be at a higher risk of loss. A finance receivable is classified as nonperforming if it is considered probable the Company will be unable to collect all contractual interest and principal payments as scheduled. At December 31, 2018 and June 30, 2018 , credit quality indicators consisted of the following: ($ in thousands) December 31, June 30, Performing $ 17,501 $ 17,849 Nonperforming 601 12 Total $ 18,102 $ 17,861 Age Analysis of Past Due Finance Receivables As of December 31, 2018 ($ in thousands) Current 30 and Under Days Past Due 31 – 60 Days Past Due 61 – 90 Days Past Due Greater than 90 Days Past Due Total Finance Receivables QuickStart Leases $ 17,466 $ 50 $ 110 $ 117 $ 359 $ 18,102 Age Analysis of Past Due Finance Receivables As of June 30, 2018 ($ in thousands) Current 30 and Under Days Past Due 31 – 60 Days Past Due 61 – 90 Days Past Due Greater than 90 Days Past Due Total Finance Receivables QuickStart Leases $ 17,609 $ 56 $ 7 $ 56 $ 133 $ 17,861 Sale of Finance Receivables Transfers of finance receivables that do not qualify for sale accounting are reported as collateralized borrowings. Accordingly, the related assets remain on the Company’s balance sheet and continue to be reported and accounted for as if the transfer had not occurred. Cash proceeds from these transfers are reported as financing obligations (debt), with attributable interest expense recognized over the life of the related transactions. During December 2017, the Company transferred certain groups of finance receivables to third-party financing entities for approximately $1.1 million . Such transfers are subject to recourse provisions for the first 3 months after the date of transfer, after which the recourse provisions expire. Accordingly, the related finance receivables remained on the balance sheet at December 31, 2017 and the cash proceeds of approximately $1.1 million were reported as financing obligations at December 31, 2017. During March 2018, the recourse provisions expired resulting in the finance receivables and financing obligations being derecognized. |
RESTRUCTURING_INTEGRATION COSTS
RESTRUCTURING/INTEGRATION COSTS | 6 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING/INTEGRATION COSTS | RESTRUCTURING/INTEGRATION COSTS Subsequent to the Cantaloupe acquisition, the Company initiated workforce reductions to integrate the Cantaloupe business for which costs totaled $2.1 million for the year ended June 30, 2018. The Company included these severance charges under “Integration and acquisition costs” within the Condensed Consolidated Statements of Operations, with the remaining outstanding balance included within “Accrued expenses” on the Condensed Consolidated Balance Sheet. Liabilities for severance will generally be paid during the next twelve months. The following table summarizes the Company’s severance activity for the three and six months ended December 31, 2018 (in thousands): ($ in thousands) Workforce reduction Balance at July 1, 2018 $ 1,019 Plus: additions 137 Less: cash payments (301 ) Balance at September 30, 2018 855 Plus: additions 74 Less: cash payments (538 ) Balance at December 31, 2018 $ 391 |
REVENUE
REVENUE | 6 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Adoption of ASC 606, Revenue from Contracts with Customers In applying the new revenue guidance, the Company evaluated its population of open contracts with customers on July 1, 2018. The effect of adoption of this new guidance on the Condensed Consolidated Balance Sheet as of July 1, 2018 was to increase prepaid expenses and other current assets and other assets and to reduce deferred revenues, with an offsetting decrease in 2018 opening retained earnings (accumulated deficit), as follows: June 30, 2018 July 1, 2018 ($ in thousands) As Reported Adjustment Revised ASSETS Prepaid expenses and other current assets $ 929 $ 251 $ 1,180 Other assets 720 1,254 1,974 LIABILITIES Deferred revenue 511 1,127 1,638 SHAREHOLDERS' EQUITY Accumulated deficit (232,748 ) 376 (232,372 ) The impact of the adoption of ASC 606 by financial statement line item within the Condensed Consolidated Balance Sheet as of December 31, 2018 and Condensed Consolidated Statement of Operations for the six months ended December 31, 2018 is as follows: December 31, 2018 December 31, 2018 ($ in thousands) As Reported Adjustment Under Legacy Guidance BALANCE SHEET Prepaid expenses and other current assets $ 2,871 $ (253 ) $ 2,618 Other assets 1,903 (1,265 ) 638 Deferred revenue 1,437 (1,080 ) 357 Accumulated deficit (249,349 ) (438 ) (249,787 ) STATEMENT OF OPERATIONS License and transaction fees 58,808 (47 ) 58,761 Selling, general and administrative 20,381 14 20,395 Net loss (16,977 ) (60 ) (17,037 ) The impact of the adoption of ASC 606 by financial statement line item within the Condensed Consolidated Statement of Operations for the three months ended December 31, 2018 is as follows: December 31, 2018 December 31, 2018 ($ in thousands) As Reported Adjustment Under Legacy Guidance STATEMENT OF OPERATIONS License and transaction fees 29,837 (36 ) 29,801 Selling, general and administrative 10,931 2 10,933 Net loss (10,657 ) (37 ) (10,694 ) The adoption of ASC 606 had no effect on the cash flows from operating activities, investing activities or financing activities included in the Condensed Consolidated Statement of Cash Flows for the three and six months ended December 31, 2018. Revenue Recognition Under ASC 606 (Periods commencing after July 1, 2018) The Company provides an end-to-end payment solution which integrates hardware, software, and payment processing in the self-service retail market. The Company has contractual agreements with customers that set forth the general terms and conditions of the relationship, including pricing of goods and services, payment terms and contract duration. Revenue is recognized when the obligation under the terms of the Company’s contract with its customer is satisfied and is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The foundation of the Company’s business model is to act as the Merchant of Record for its sellers. We provide cashless vending payment services in exchange for monthly service fees, in addition to collecting usage-based consideration for completed transactions. The contracts we enter into with third-party suppliers provide us with the right to access and direct their services when processing a transaction. The Company combines the services provided by third-party suppliers to enable customers to accept cashless payment transactions, indicating that it controls all inputs in directing their use to create the combined service. Additionally, we sell cashless payment devices (e.g., e-Ports, Seed), which are either directly sold or leased through the Company’s QuickStart or JumpStart programs. Cashless vending services represent a single performance obligation as the combination of the services provided gives the customer the ability to accept cashless payments. Certain services are distinct, but are not accounted for separately as the rights are conterminous, they are transferred concurrently and the outcome is the same as accounting for the services as individual performance obligations. The single performance obligation is determined to be a stand-ready obligation to process payments whenever a consumer intends to make a purchase at a point-of-sale device. As the Company is unable to predict the timing and quantity of transactions to be processed, the assessment of the nature of the performance obligation is focused on each time increment rather than the underlying activity. Therefore, cashless vending services are viewed to comprise a series of distinct days of service that are substantially the same and have the same pattern of transfer to the customer. As a result, the promise to stand ready is accounted for as a single performance obligation. Revenue related to cashless vending services is recognized over the period in which services are provided, with usage-based revenue recognized as transactions occur. Consideration for this service includes fixed fees for standing ready to process transactions, and generally also includes usage-based fees, priced as a percentage of transaction value and/or a specified fee per transaction processed. The total transaction price of usage-based services is determined to be variable consideration as it is based on unknown quantities of services to be performed over the contract term. The underlying variability is satisfied each day the service is performed and provided to the customer. Clients are billed for cashless vending services on a monthly basis and for transaction processing as transactions occur. Equipment sales represent a separate performance obligation, the majority of which is satisfied at a point in time through outright sales or sales-type leases (ASC 840) when the equipment is delivered to the customer. Revenues related to JumpStart equipment are recognized over time as the customer obtains the right to use the equipment through an operating leases, however these are not significant to the Company’s total revenue. USAT will occasionally offer volume discounts, rebates or credits on certain contracts, which is considered variable consideration. USAT uses either the most-likely or estimated value method to estimate the amount of the consideration, based on what the Company expects to better predict the amount of consideration to which it will be entitled to on a contract-by-contract basis. The Company will qualitatively assess if the variable consideration should be constrained to prevent possible significant reversal of revenue, as applicable. The Company assesses the goods and/or services promised in each customer the contract and separately identifies a performance obligation for each promise to transfer to the customer a distinct good or service. The Company then allocates the transaction price to each performance obligation in the contract using relative standalone selling prices. The Company determines standalone selling prices based on the price at which a good or service is sold separately. If the standalone selling price is not observable through historic data, the Company estimates the standalone selling price by considering all reasonably available information, including market data, trends, as well as other company or customer-specific factors. The Company recognizes fees charged to our customers primarily on a gross basis as transaction revenue when we are the principal in respect of completing a payment transaction. As a principal to the transaction, we control the service of completing payments for our customers through the payment ecosystem. The fees paid to payment processors and other financial institutions are recognized as transaction expense. For certain transactions in which we act in the capacity as an agent, those transactions are recorded on a net basis. Disaggregated Revenue Based on similar operational and economic characteristics, the Company’s revenue from contracts with customers is disaggregated by License and Transaction Fees and Equipment Sales, as reported in the Company’s Condensed Consolidated Statements of Operations. The Company believes these revenue categories depict how the nature, amount, timing, and uncertainty of its revenue and cash flows are influenced by economic factors, and also represents the level at which management makes operating decisions and assesses financial performance. Transaction Price Allocated to Future Performance Obligations In determining the transaction price allocated to unsatisfied performance obligations, we did not include non-recurring charges. Further, we applied the practical expedient to not consider arrangements with an original expected duration of one year or less , which are primarily month to month rental agreements. The majority of contracts are considered to have a contractual term of between 36 and 60 months based on implied and explicit termination penalties. These amounts will be converted into revenue in future periods as work is performed, primarily based on the services provided or at delivery and acceptance of products, depending on the applicable accounting method. The following table reflects the estimated fees to be recognized in the future related to performance obligations that are unsatisfied at the end of the period: ($ in thousands) As of December 31, 2018 2020 $ 5,447 2021 10,161 2022 8,343 2023 6,754 2024 and thereafter 4,704 Total $ 35,409 Warranties and Returns The Company offers standard warranties that provide the customer with assurance that its equipment will function in accordance with contract specifications. The Company’s standard warranties are not sold separately, but are included with each customer purchase. Warranties are not considered separate performance obligations, and therefore, are estimated and recorded at the time of sale. The Company estimates an allowance for equipment returns at the date of sale on a monthly basis. Accounts Receivable, Contract Assets and Contract Liabilitie s A contract with a customer creates legal rights and obligations. As the Company performs performance obligations under customer contracts, a right to unconditional consideration is recorded as an account receivable. Contract liabilities represent consideration received from customers in excess of revenues recognized (i.e., deferred revenue). Contract liabilities are classified as current or noncurrent based on the nature of the underlying contractual rights and obligations. The Company’s contract liability (i.e., deferred revenue) balances are as follows: Three months ended December 31, Six months ended December 31, ($ in thousands) 2018 2018 Deferred revenue, beginning of the period $ 1,428 $ 511 Plus: adjustment for adoption of ASC 606 — 1,127 Deferred revenue, beginning of the period, as adjusted $ 1,428 $ 1,638 Deferred revenue, end of the period 1,437 1,437 Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period 65 221 The change in the contract liabilities period-over-period is primarily the result of timing difference between the Company’s satisfaction of a performance obligation and payment from the customer. Contract Costs The Company incurs costs to obtain contracts with customers, primarily in the form of commissions to sales employees. The Company recognizes as an asset the incremental costs of obtaining a contract with a customer if it expects to recover these costs. The Company currently does not incur material costs to fulfill its obligations under a contract once it is obtained but before transferring goods or services to the customer. At December 31, 2018, the Company had net capitalized costs to obtain contracts of $0.3 million and $1.3 million included in prepaid expenses and other current assets and other noncurrent assets on the condensed consolidated balance sheet, respectively. Contract costs are amortized on a systematic basis consistent with the transfer to the customer of the goods or services to which the asset relates. A straight-line or proportional amortization method is used depending upon which method best depicts the pattern of transfer of the goods or services to the customer. In addition, these contract costs are evaluated for impairment by comparing, on a pooled basis, the expected future net cash flows from underlying customer relationships to the carrying amount of the capitalized contract costs. In order to determine the appropriate amortization period for contract costs, the Company considers a number of factors, including expected early terminations, estimated terms of customer relationships, the useful lives of technology USAT uses to provide goods and services to its customers, whether future contract renewals are expected and if there is any incremental commission to be paid on a contract renewal. The Company amortizes these assets over the expected period of benefit. Costs to obtain a contract with an expected period of benefit of one year or less are expensed when incurred. During the three and six months ended December 31, 2018, amortization of capitalized contract costs was $0.1 million and $0.1 million , respectively. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE The calculation of basic earnings (loss) per share (“EPS”) and diluted EPS are presented below: Three months ended December 31, ($ in thousands, except per share data) 2018 2017 Numerator for basic and diluted loss per share Net loss $ (10,657 ) $ (4,194 ) Preferred dividends — — Net loss available to common shareholders $ (10,657 ) $ (4,194 ) Denominator for basic loss per share - Weighted average shares outstanding 60,059,936 52,150,106 Effect of dilutive potential common shares — — Denominator for diluted loss per share - Adjusted weighted average shares outstanding 60,059,936 52,150,106 Basic loss per share $ (0.18 ) $ (0.08 ) Diluted loss per share $ (0.18 ) $ (0.08 ) Six months ended December 31, ($ in thousands, except per share data) 2018 2017 Numerator for basic and diluted loss per share Net loss $ (16,977 ) $ (6,365 ) Preferred dividends (334 ) (334 ) Net loss available to common shareholders $ (17,311 ) $ (6,699 ) Denominator for basic loss per share - Weighted average shares outstanding 60,056,924 49,861,735 Effect of dilutive potential common shares — — Denominator for diluted loss per share - Adjusted weighted average shares outstanding 60,056,924 49,861,735 Basic loss per share $ (0.29 ) $ (0.13 ) Diluted loss per share $ (0.29 ) $ (0.13 ) Antidilutive shares excluded from the calculation of diluted loss per share were 1,400,968 and 1,400,968 for the three and six months ended December 31, 2018 and 1,170,471 and 1,170,471 for the three and six months ended December 31, 2017 . |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 6 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLES Intangible asset balances and goodwill consisted of the following: As of December 31, 2018 ($ in thousands) Gross Accumulated Amortization Net Amortization Period Intangible assets: Non-compete agreements $ 2 $ (2 ) $ — 2 years Brand and tradenames 1,695 (356 ) 1,339 3 - 7 years Developed technology 10,939 (2,343 ) 8,596 5 - 6 years Customer relationships 19,049 (1,243 ) 17,806 10 - 18 years Total intangible assets $ 31,685 $ (3,944 ) $ 27,741 Goodwill 64,149 — 64,149 Indefinite Total intangible assets & goodwill $ 95,834 $ (3,944 ) $ 91,890 As of June 30, 2018 ($ in thousands) Gross Accumulated Amortization Net Amortization Period Intangible assets: Non-compete agreements $ 2 $ (2 ) $ — 2 years Brand 1,695 (226 ) 1,469 3 - 7 years Developed technology 10,939 (1,421 ) 9,518 5 - 6 years Customer relationships 19,049 (711 ) 18,338 10 - 18 years Total intangible assets $ 31,685 $ (2,360 ) $ 29,325 Goodwill 64,149 — 64,149 Indefinite Total intangible assets & goodwill $ 95,834 $ (2,360 ) $ 93,474 For the three and six months ended December 31, 2018 there was $0.8 million and $1.6 million in amortization expense related to intangible assets, respectively, as compared to the three and six months ended December 31, 2017 , for which there was $0.5 million and $0.5 million in amortization expense related to intangible assets, respectively. As set forth in the Merger Agreement, the Company finalized a post-working capital adjustment of $0.3 million during the quarter ended March 31, 2018. Accordingly, this post-working capital adjustment is reflected within goodwill as of June 30, 2018 . |
DEBT AND OTHER FINANCING ARRANG
DEBT AND OTHER FINANCING ARRANGEMENTS | 6 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
DEBT AND OTHER FINANCING ARRANGEMENTS | DEBT AND OTHER FINANCING ARRANGEMENTS The Company's debt and other financing arrangements as of December 31, 2018 and June 30, 2018 consisted of the following: As of December 31, As of June 30, ($ in thousands) 2018 2018 Revolving Credit Facility $ 10,000 $ 10,000 Term Loan 22,083 23,333 Other, including capital lease obligations 2,011 2,689 Less: unamortized issuance costs (227 ) (256 ) Total 33,867 35,766 Less: debt and other financing arrangements, current (33,235 ) (34,639 ) Debt and other financing arrangements, noncurrent $ 632 $ 1,127 Details of interest expense presented on the Condensed Consolidated Statements of Operations are as follows: Three months ended Six months ended ($ in thousands) 2018 2017 2018 2017 Heritage Line of Credit $ — $ 70 $ — $ 203 Revolving Credit Facility 181 44 356 44 Term Loan 352 243 702 243 Other interest expense 286 413 547 753 Total interest expense $ 819 $ 770 $ 1,605 $ 1,243 Avidbank Line of Credit On January 15, 2016, the Company and Avidbank Corporate Finance, a division of Avidbank (“Avidbank”) entered into a Fifteenth Amendment (the “Amendment”) to the Loan and Security Agreement (as amended, the “Avidbank Loan Agreement”) previously entered into between them. The Avidbank Loan Agreement provided for a secured revolving line of credit facility (the “Avidbank Line of Credit”) of up to $7.0 million and a three-year term loan to the Company in the principal amount of $3.0 million (the “Avidbank Term Loan”). The Amendment increased the amount available under the Avidbank Line of Credit to $7.5 million less the amount then outstanding under the Avidbank Term Loan. The outstanding balance of the amounts advanced under the Avidbank Line of Credit bear interest at 2% above the prime rate as published in The Wall Street Journal or five percent ( 5% ), whichever is higher. The Avidbank Term Loan was used by the Company to repay to Avidbank an advance that had been made to the Company under the Avidbank Line of Credit in December 2015, and which had been used by the Company to pay for the VendScreen business. The Avidbank Term Loan provides that interest only is payable monthly during year one, interest and principal is payable monthly during years two and three, and all outstanding principal and accrued interest is due and payable on the third anniversary of the Avidbank Term Loan. The Avidbank Term Loan bears interest at an annual rate equal to 1.75% above the prime rate as published from time to time by The Wall Street Journal, or five percent ( 5% ), whichever is higher. Heritage Line of Credit In March 2016, the Company entered into a Loan and Security Agreement with Heritage Bank of Commerce (“Heritage Bank”), providing for a secured revolving line of credit in an amount of up to $12.0 million (the “Heritage Line of Credit”) at an interest rate calculated based on the Federal Reserve’s Prime plus 2.25% . The Heritage Line of Credit and the Company’s obligations under the Heritage Loan Documents were secured by substantially all of the Company’s assets, including its intellectual property. The Company utilized approximately $7.0 million under the Heritage Line of Credit to satisfy the existing Avidbank Line of Credit and related Avidbank Term Loan. During March 2017, the Company entered into the third amendment with Heritage Bank that extended the maturity date of the Line of Credit from March 29, 2017 to September 30, 2018. On November 9, 2017, the Company paid all amounts due on the Loan and Security Agreement with Heritage Bank of Commerce. The Company recorded a charge of $0.1 million to write-off any remaining debt issuance costs related to the Line of Credit to interest expense in the quarter ending December 31, 2017. Pursuant to such payment, all commitments of Heritage Bank of Commerce were terminated, and the Heritage Loan and Security Agreement was terminated. Revolving Credit Facility and Term Loan On November 9, 2017, in connection with the acquisition of Cantaloupe, the Company entered into a five year credit agreement among the Company, as the borrower, its subsidiaries, as guarantors, and JPMorgan Chase Bank, N.A., as the lender and administrative agent for the lender (the “Lender”), pursuant to which the Lender (i) made a $25 million Term Loan to the Company and (ii) provided the Company with the Revolving Credit Facility under which the Company may borrow revolving credit loans in an aggregate principal amount not to exceed $12.5 million at any time. The proceeds of the Term Loan and borrowings under the Revolving Credit Facility, in an aggregate principal amount equal to $35.0 million , were used by the Company to finance a portion of the purchase price for the acquisition of Cantaloupe ( $27.8 million ) and repay existing indebtedness to Heritage Bank of Commerce ( $7.2 million ). Future borrowings under the Revolving Credit Facility may be used by the Company for working capital and general corporate purposes of the Company and its subsidiaries. The principal amount of the Term Loan is payable quarterly beginning on December 31, 2017 and the Term Loan, all advances under the Revolving Credit Facility, and all other obligations must be paid in full at maturity, on November 9, 2022. Loans under the five year credit agreement bear interest, at the Company's option, by reference to a base rate or a rate based on LIBOR, in either case, plus an applicable margin determined quarterly based on the Company's Total Leverage Ratio as of the last day of each fiscal quarter. The applicable interest rate on the loans for the three and six months ended December 31, 2018 is LIBOR plus 4% . The Term Loan and Revolving Credit Facility contain customary representations and warranties and affirmative and negative covenants and require the Company to maintain a minimum quarterly Total Leverage Ratio and Fixed Charge Coverage Ratio. The Revolving Credit Facility and Term Loan also require the Company to furnish various financial information on a quarterly and annual basis. Due to the Company's delay in filing its periodic reports, between September 28, 2018, and September 30, 2019, the parties entered into various agreements to provide for the extension of the delivery of the Company’s financial information required under the terms of the credit agreement. In connection with these agreements, the Company incurred extension fees due to the lender, totaling $0.2 million , between September 28, 2018 and June 30, 2019. Additionally, during the quarter ended March 31, 2019 the Company prepaid $20.0 million of the balance outstanding under the Term Loan, $0.6 million of which was applied to the installment payment due on March 31, 2019 and the remainder of which was applied to the last repayment installment obligations due under the Term Loan. On September 30, 2019, the Company prepaid the remaining principal balance of the Term Loan of $1.5 million and agreed to permanently reduce the amount available under the Revolving Credit Facility to $10 million which represented the outstanding balance on the date thereof. The agreements also provide that the Company cannot incur additional borrowings on the Revolving Credit Facility without the Lender‘s prior consent. Further, the parties agreed that the applicable interest rate on the Revolving Credit Facility and Term Loan will be LIBOR plus 4% until such time as the Company delivers certain financial information required under the credit agreement. On March 29, 2019 and September 18, 2019, the Company obtained waivers of an event of default under the credit agreement. The event of default is the result of the Company having maintained deposits on account with a financial institution in excess of the amounts permitted by the credit agreement and not having transferred certain deposit accounts to the Lender. The waiver requires the Company to remedy the event of default by March 31, 2020 by which time the Company expects to be in compliance with the underlying covenant. As of June 30, 2019, the Company is not in compliance with the fixed charge coverage ratio and the total leverage ratio, which represents an event of default under the credit agreement. The Company has classified all amounts outstanding under the Revolving Credit Facility and Term Loan as current liabilities as of December 31, 2018 and June 30, 2018 . Other Long-Term Borrowings In connection with the acquisition of Cantaloupe, the Company assumed debt of $1.8 million with an outstanding balance of $1.1 million and $1.4 million as of December 31, 2018 and June 30, 2018, comprised of: (i) $0.3 million and $0.4 million of promissory notes bearing an interest rate of 5% and maturing on April 5, 2020 with principal and interest payments due monthly; (ii) $0.6 million and $0.7 million of promissory notes bearing an interest rate of 10% and maturing on April 1, 2021 with principal and interest payments due quarterly; and (iii) $0.2 million and $0.3 million of promissory notes bearing an interest rate of 12% and maturing on December 15, 2019 with principal and interest payments due quarterly. The Company periodically enters into capital lease obligations to finance certain office and network equipment for use in its daily operations. At December 31, 2018 and June 30, 2018, such capital lease obligations were $0.3 million and $0.4 million , respectively. The interest rates on these obligations range from approximately 5.6% to 9.0% and the lease terms range from 2 to 5 years . |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company’s financial instruments, principally accounts receivable, cash equivalents, accounts payable, accrued expenses, and short-term finance receivables, are carried at cost which approximates fair value due to the short-term maturity of these instruments. The fair value of the Company’s obligations under its long-term debt agreements approximate their carrying value as such instruments are at market rates currently available to the Company. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES On December 22, 2017, the “Tax Cuts and Jobs Act” (the “Act”) was signed into law. Substantially all of the provisions of the Act are effective for taxable years beginning after December 31, 2017. The Act includes significant changes to the Internal Revenue Code of 1986 (as amended, the “Code”), including amendments which significantly change the taxation of individuals and business entities. The Act contains numerous provisions impacting the Company, the most significant of which reduces the Federal corporate statutory tax rate from 34% to 21% , as well as the elimination of the corporate alternative minimum tax ("AMT") and changing how existing AMT credits can be realized, the creation of a new limitation on deductible interest expense, and the change in rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017. The various provisions under the Act deemed most relevant to the Company have been considered in preparation of its condensed consolidated financial statements as of December 31, 2018 . To the extent that clarifications or interpretations materialize in the future that would impact upon the effects of the Act incorporated into the December 31, 2018 financial statements, those effects will be reflected in the future as or if they materialize. For the three months ended December 31, 2018 , the Company recorded an income tax provision of $19 thousand , which primarily relates to state income and franchise taxes. For the six months ended December 31, 2018 a tax provision of $37 thousand , which primarily relates to state income and franchise taxes. The provisions are based upon actual loss before income taxes for the six months ended December 31, 2018, as the use of an estimated annual effective income tax rate does not provide a reliable estimate of the income tax provision. The accounting for deferred income taxes in the acquisition of Cantaloupe did not consider the potential effects of IRS Code Section 382 relating to the limitation on use of operating loss carryforwards created by Cantaloupe for its changes in ownership because the analysis required for such determination has not yet been completed. If upon completion of such analysis there are limitations on the use of operating loss carryforwards created by Cantaloupe totaling approximately $16.3 million . The potential impact is immaterial to the condensed consolidated financial statements due to the existing valuation allowance recorded against the Company’s deferred tax assets. For the three and six months ended December 31, 2017 , income tax benefits of $157 thousand and $129 thousand , respectively, were recorded. The provisions are based upon actual loss before income taxes for the six months ended December 31, 2017, as the use of an estimated annual effective income tax rate does not provide a reliable estimate of the income tax provision. |
EQUITY
EQUITY | 6 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
EQUITY | EQUITY On July 25, 2017, the Company closed its underwritten public offering of 9,583,332 shares of its common stock at a public offering price of $4.50 per share. The foregoing included the full exercise of the underwriters' option to purchase 1,249,999 additional shares from the Company. The gross proceeds to the Company from the offering, before deducting underwriting discounts and commissions and other offering expenses, was approximately $43.1 million . On November 6, 2017, the Company entered into a Merger Agreement with Cantaloupe for cash and 3,423,367 shares of the company’s stock valued at $23.3 million . Refer to Note 4 for details on the Merger Agreement. WARRANTS The Company had 23,978 warrants outstanding as of December 31, 2018 and June 30, 2018 , all of which were exercisable at $5.00 per share. The warrants have an expiration date of March 29, 2021. STOCK OPTIONS The Company estimates the grant date fair value of the stock options 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 bases its assumptions for expected life of the new stock option grants on the life of the option granted, and if relevant, its analysis of the historical exercise patterns of its stock options. 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. In July 2017, 135,000 stock options were granted for 11 employees vesting 1/3 on July 26, 2018, 1/3 on July 26, 2019 and 1/3 on July 26, 2020 expiring if not exercised prior to July 26, 2022. The options are intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended. In August 2017, the Company awarded stock options to its Chief Executive Officer and Chief Financial Officer to purchase up to 19,047 and 25,000 shares respectively of common stock at an exercise price of $5.25 per share. The Chief Executive Officer options vest on August 16, 2018, expiring if not exercised prior to August 16, 2024. The Chief Financial Officer options vest 1/3 on August 16, 2018, 1/3 on August 16, 2019 and 1/3 on August 16, 2020, expiring if not exercised prior to August 16, 2024. The Chief Executive Officer options are intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended, and the Chief Financial Officer options are non-qualified stock options. In September 2018, the Company awarded stock options to 102 employees to purchase up to 400,000 shares of common stock at an exercise price of $8.75 . The fair value of options granted during the six months ended December 31, 2018 and 2017 was determined using the following assumptions: Six Months Ended 2018 2017 Expected volatility (percent) 58.4 % 50.2 - 50.9% Expected life (years) 4.5 4.0 - 4.5 Expected dividends 0.0 % 0.0 % Risk-free interest rate (percent) 2.91 % 1.64 - 1.72% Number of options granted 400,000 179,047 Weighted average exercise price $ 8.75 $ 5.66 Weighted average grant date fair value $ 4.37 $ 2.42 Stock based compensation related to all stock options for the three and six months ended December 31, 2018 was $0.3 million and $0.4 million , respectively, and $0.1 million and $0.3 million for the three and six months ended December 31, 2017, respectively. COMMON STOCK On July 2, 2018, 6,677 shares were awarded to each non-employee director for a total of 40,062 shares. The shares vest on a monthly basis over the two year period following July 2, 2018. The total expense recognized for these grants for the six months ended December 31, 2018 was $0.3 million . LONG TERM INCENTIVE PLANS The Board approved the Fiscal Year 2018 Long-Term Stock Incentive Plan (the “2018 LTI Stock Plan”) which provides that executive officers would be awarded shares of common stock of the Company in the event that certain metrics relating to the Company’s 2018 fiscal year would result in specified ranges of year-over-year percentage growth. The metrics are total number of connections as of June 30, 2018 as compared to total number of connections as of June 30, 2017 ( 40% weighting) and adjusted EBITDA earned during the 2018 fiscal year as compared to the adjusted EBITDA earned during the 2018 fiscal year ( 60% weighting). If none of the minimum threshold year-over-year percentage target goals are achieved, the executive officers would not be awarded any shares. If all of the year-over-year percentage target goals are achieved, the executive officers would be awarded shares having the following value: Chief Executive Officer - $840,000 ( 160% of base salary), Chief Financial Officer - $300,000 ( 100% of base salary), Chief Services Officer - $275,000 ( 100% of base salary), and Chief Product Officer - $280,000 ( 100% of base salary and to be prorated to reflect the actual period of employment during the fiscal year). If all of the maximum distinguished year over year percentage target goals are achieved, the executive officers would be awarded shares having the following value: Chief Executive Officer - $1,260,000 ( 240% of base salary), Chief Financial Officer - $450,000 ( 150% of base salary), Chief Services Officer - $412,500 ( 150% of base salary), and Chief Product Officer - $420,000 ( 150% of base salary and to be prorated to reflect the actual period of employment during the fiscal year). Assuming the minimum threshold year-over-year percentage target goal would be achieved for a particular metric, the number of shares to be awarded for that metric would be determined on a pro rata basis, provided that the award would not exceed the maximum distinguished award for that metric. The shares awarded under the 2018 LTI Stock Plan would vest as follows: one-third at the time of issuance; one-third on June 30, 2019; and one-third on June 30, 2020. The Company did not award any long-term stock incentive compensation to its executive officers during the 2019 fiscal year. The Company had long-term stock incentive plans (“LTI”) in prior fiscal years for its then executive officers. Stock based compensation related to the LTI plans was as follows in the three and six months ended December 31, 2018 and 2017 : Three months ended Six months ended ($ in thousands) 2018 2017 2018 2017 FY18 LTI Plan $ 30 $ 68 $ 60 $ 118 FY17 LTI Plan 26 64 51 128 FY16 LTI Plan — 9 — 19 Total $ 56 $ 141 $ 111 $ 265 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES During fiscal year 2018, the Company expanded the leased space for its headquarters in Malvern, Pennsylvania to a total of 23,138 square feet. The Company’s monthly base rent is approximately $48 thousand with a lease expiration date of November 30, 2023. Through the Cantaloupe acquisition, during fiscal year 2018, the Company acquired a noncancelable operating lease pertaining to Cantaloupe’s headquarters based in San Francisco, California. The leased premise consists of approximately 8,400 square feet and calls for rental payments of approximately $45 thousand due each month up to a maximum monthly base rent of approximately $47 thousand through its January 31, 2020 expiration date. The Company is involved in various legal proceedings which are described in Item 1 of Part II of this Form 10-Q. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS For a discussion of the Company's significant subsequent events, please refer to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2019 which has been filed concurrently with this Form 10-Q. |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS Accounting pronouncements adopted In January 2017, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment ("ASU 2017-04"), which eliminates Step 2 from the goodwill impairment test. Under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. We early adopted ASU 2017-04 for impairment tests to be performed on testing dates after July 1, 2017, which did not impact our condensed consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting, which modifies the accounting for certain aspects of share-based payments to employees. The new guidance requires excess tax benefits and tax deficiencies to be recorded in the income statement when stock awards vest or are settled. In addition, cash flows related to excess tax benefits are to be separately classified as an operating activity apart from other income tax cash flows. The standard also allows the Company to repurchase more of an employee’s vested shares for tax withholding purposes without triggering liability accounting, and clarifies that all cash payments made to tax authorities on an employee’s behalf for withheld shares should be presented as a financing activity on the statement of cash flows. The Company adopted this standard as of July 1, 2017. The primary impact of adoption was the recognition of excess tax benefits in the Company's provision for income taxes which is applied prospectively starting July 1, 2017 in accordance with the guidance. Adoption of the new standard resulted in the recognition of $31 thousand of excess tax benefits in the Company's provision for income taxes for the year ended June 30, 2018. Through June 30, 2017 excess tax benefits were reflected as a reduction of deferred tax assets via reducing actual operating loss carryforwards because such benefits had not reduced income taxes payable. Under the new standard the treatment of excess tax benefits changed and the cumulative excess tax benefits as of June 30, 2017 amounting to $67 thousand were credited to accumulated deficit. The adoption of ASU No. 2016-09 did not impact our statement of cash flows for the six months ended December 31, 2018 and 2017. In March 2018, the FASB issued ASU No. 2018-05, "Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." The standard adds guidance to ASC 740, Income Taxes, that contain SEC guidance related to SAB 118. The standard is effective upon issuance. Refer to Note 12 for further information regarding the impact of the standard. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805), Clarifying the Definition of a Business.” ASU 2017-01 provides guidance in ascertaining whether a collection of assets and activities is considered a business. The Company adopted this standard as of July 1, 2018, and its adoption did not have a material effect on the Company’s condensed consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718), Scope of Modification Accounting.” The standard provides guidance about which changes to the terms or conditions of a share-based payment award require modification accounting, which may result in a different fair value for the award. The Company adopted this standard as of July 1, 2018, and it will be applied prospectively to awards modified on or after the adoption date. Its adoption did not have a material effect on the Company's condensed consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments.” The new guidance makes eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The Company adopted this standard as of July 1, 2018 on a retrospective basis, and its adoption did not have a material effect on the Company’s condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606) (“the New Standard”). The New Standard provides a single model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. The New Standard also requires expanded qualitative and quantitative disclosures about the nature, timing and uncertainty of revenue and cash flows rising from contracts with customers. The Company adopted the New Standard on July 1, 2018, using the modified retrospective method applied to those contracts which were not completed as of July 1, 2018. Results for reporting periods beginning after July 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic revenue recognition methodology under ASC 605. Refer to Note 5 for further discussion. Accounting pronouncements to be adopted The Company is evaluating whether the effects of the following recent accounting pronouncements, or any other recently issued but not yet effective accounting standards, will have a material effect on the Company’s condensed consolidated financial position, results of operations or cash flows. In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which will require, among other items, lessees to recognize a right of use asset and a related lease liability for most leases on the balance sheet. Qualitative and quantitative disclosures will be enhanced to better understand the amount, timing and uncertainty of cash flows arising from leases. The Company adopted this new guidance on July 1, 2019, using the optional modified retrospective transition method. The Company expects the adoption to result in gross up on its consolidated balance sheets from the recognition of assets and liabilities arising out of operating leases. The Company will recognize assets for the right to use the underlying leased property during the lease term and will recognize liabilities for the corresponding financial obligation to make lease payments to the lessor. The Company plans to elect the transition package of practical expedients permitted within the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. The Company is substantially complete with the evaluation of the impact on the condensed consolidated financial statements of adopting the new lease standard and does not anticipate a material impact on the condensed consolidated statements of operations, shareholders’ equity, and cash flows or to retained earnings. Additionally, the Company does not anticipate the adoption of the standard will impact any debt covenants or result in significant changes to the internal processes, including the internal control over financial reporting. The Company’s operating leases primarily comprise of office facilities, with the most significant leases relating to corporate headquarters in Malvern, Pennsylvania and an office in San Francisco, California. The Company is in the process of finalizing changes to its systems and processes in conjunction with its review of lease agreements and will disclose the actual impact of adopting ASU 2016-02 in its interim report on Form 10-Q for the quarter ended September 30, 2019. In July 2018, the FASB issued ASU No. 2018-09, “Codification Improvements”. These amendments provide clarifications and corrections to certain ASC subtopics including “Compensation - Stock Compensation - Income Taxes” (Topic 718-740), “Business Combinations - Income Taxes” (Topic 805-740) and “Fair Value Measurement - Overall” (Topic 820-10). The majority of the amendments in ASU 2018-09 will be effective in annual periods beginning after December 15, 2018. The Company is currently evaluating and assessing the impact this guidance will have on its condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326).” The new guidance changes the accounting for estimated credit losses pertaining to certain types of financial instruments including, but not limited to, trade and lease receivables. This pronouncement will be effective for fiscal years beginning after December 15, 2019. Early adoption of the guidance is permitted for fiscal years beginning after December 15, 2018.The Company is currently evaluating and assessing the impact this guidance will have on its condensed consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, “Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting.” The standard simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after December 15, 2018, including interim periods within that fiscal year. The Company expects that the adoption of this ASU would not have a material impact on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other (Topic 350): Internal-Use Software.” This standard aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, which means that it will be effective for us in the first quarter of our fiscal year beginning July 1, 2020. The Company is currently evaluating and assessing the impact this guidance will have on its condensed consolidated financial statements. |
RESTATEMENT OF CONSOLIDATED F_2
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS | A summary of the impact of these matters on income (loss) before taxes is presented below: ($ in thousands) Increase / (Decrease) Restatement Impact Three months ended December 31, 2017 Audit Committee Investigation-related Adjustments: Revenue $ (866 ) Costs of sales $ (1,225 ) Gross profit $ 359 Operating loss $ 359 Loss before income taxes $ 357 Acquisition and Financial Integration-related Adjustments: Revenue $ (60 ) Costs of sales $ (33 ) Gross profit $ (27 ) Operating loss $ (288 ) Loss before income taxes $ (223 ) Significant Account and Transaction Review and Other: Revenue $ (47 ) Costs of sales $ 313 Gross profit $ (360 ) Operating loss $ (775 ) Loss before income taxes $ (1,041 ) ($ in thousands) Increase / (Decrease) Restatement Impact Six months ended December 31, 2017 Audit Committee Investigation-related Adjustments: Revenue $ (1,277 ) Costs of sales $ (1,060 ) Gross profit $ (217 ) Operating loss $ (217 ) Loss before income taxes $ (219 ) Acquisition and Financial Integration-related Adjustments: Revenue $ (60 ) Costs of sales $ (33 ) Gross profit $ (27 ) Operating loss $ (288 ) Loss before income taxes $ (223 ) Significant Account and Transaction Review and Other: Revenue $ 6 Costs of sales $ 810 Gross profit $ (804 ) Operating loss $ (1,397 ) Loss before income taxes $ (1,927 ) A summary of the impact of these matters on the condensed consolidated balance sheet is presented below, excluding any tax effect from the restatement adjustments in the aggregate: ($ in thousands) Increase / (Decrease) Restatement Impact As of December 31, 2017 Audit Committee Investigation-related Adjustments: Accounts receivable $ (1,774 ) Finance receivables, net $ (1,269 ) Inventory, net $ 2,166 Prepaid expenses and other current assets $ 25 Other assets $ 76 Property and equipment, net $ (162 ) Accounts payable $ 106 Accrued expenses $ 580 Acquisition and Financial Integration-related Adjustments: Cash and cash equivalents $ (26 ) Accounts receivable $ 1,133 Finance receivables, net $ (1,324 ) Inventory, net $ (500 ) Prepaid expenses and other current assets $ (35 ) Finance receivables due after one year, net $ (191 ) Other assets $ (139 ) Property and equipment, net $ 721 Goodwill $ 4,121 Accrued expenses $ 785 Deferred revenue $ (153 ) Common stock $ 3,469 Significant Account and Transaction Review and Other: Accounts receivable $ (8 ) Finance receivables, net $ 371 Inventory, net $ (861 ) Prepaid expenses and other current assets $ (150 ) Other assets $ (600 ) Finance receivables due after one year, net $ 703 Property and equipment, net $ (737 ) Accounts payable $ 27 Accrued expenses $ 9,087 Capital lease obligation and current obligations under long-term debt $ 367 Capital lease obligation and long-term debt, less current portion $ 697 Deferred revenue $ (27 ) Deferred gain from sale-leaseback transactions $ (198 ) Deferred gain from sale-leaseback transactions, less current portion $ (49 ) Common stock $ (372 ) The effect of the restatement on the previously filed condensed consolidated balance sheet as of December 31, 2017 is as follows: As of December 31, 2017 ($ in thousands) As Previously Reported Adjustments As Restated Assets Current assets: Cash and cash equivalents $ 15,386 $ (26 ) $ 15,360 Accounts receivable 15,472 (765 ) 14,707 Finance receivables, net 5,517 (2,221 ) 3,296 Inventory, net 11,215 804 12,019 Prepaid expenses and other current assets 1,971 (361 ) 1,610 Total current assets 49,561 (2,569 ) 46,992 Non-current assets: Finance receivables due after one year, net 11,215 513 11,728 Other assets 1,120 (662 ) 458 Property and equipment, net 12,622 (179 ) 12,443 Deferred income taxes 14,774 (14,774 ) — Intangibles, net 30,910 — 30,910 Goodwill 64,449 (46 ) 64,403 Total non-current assets 135,090 (15,148 ) 119,942 Total assets $ 184,651 $ (17,717 ) $ 166,934 Liabilities, convertible preferred stock and shareholders’ equity Current liabilities: Accounts payable $ 23,775 $ 133 $ 23,908 Accrued expenses 6,798 9,825 16,623 Capital lease obligations, current obligations under long-term debt, and collateralized borrowings 5,121 367 5,488 Income taxes payable 6 (6 ) — Deferred revenue 595 135 730 Deferred gain from sale-leaseback transactions 198 (198 ) — Total current liabilities 36,493 10,256 46,749 Long-term liabilities: Revolving credit facility 10,000 — 10,000 Deferred income taxes — 91 91 Capital lease obligations, long-term debt, and collateralized borrowings, less current portion 23,874 696 24,570 Accrued expenses, less current portion 65 — 65 Deferred gain from sale-leaseback transactions, less current portion 49 (49 ) — Total long-term liabilities 33,988 738 34,726 Total liabilities $ 70,481 $ 10,994 $ 81,475 Commitments and contingencies Convertible preferred stock: Series A convertible preferred stock, 900,000 shares authorized, 445,063 issued and outstanding, with liquidation preference of $19,109 at December 31, 2017 — 3,138 3,138 Shareholders’ equity: Preferred stock, no par value, 1,800,000 shares authorized, no shares issued — — — Series A convertible preferred stock, 900,000 shares authorized, 445,063 issued and outstanding, with liquidation preference of $19,109 at December 31, 2017 3,138 (3,138 ) — Common stock, no par value, 640,000,000 shares authorized, 53,619,898 shares issued and outstanding at December 31, 2017 307,053 3,097 310,150 Accumulated deficit (196,021 ) (31,808 ) (227,829 ) Total shareholders’ equity 114,170 (31,849 ) 82,321 Total liabilities, convertible preferred stock and shareholders’ equity $ 184,651 $ (17,717 ) $ 166,934 The effect of the restatement on the previously filed condensed consolidated statement of operations for the three and six months ended December 31, 2017 is as follows: Three months ended December 31, 2017 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated Revenue: License and transaction fees $ 22,853 $ 661 $ 23,514 Equipment sales 9,653 (1,635 ) 8,018 Total revenue 32,506 (974 ) 31,532 Costs of sales: Cost of services 14,362 (6 ) 14,356 Cost of equipment 8,943 (939 ) 8,004 Total costs of sales 23,305 (945 ) 22,360 Gross profit 9,201 (29 ) 9,172 Operating expenses: Selling, general and administrative 8,329 676 9,005 Integration and acquisition costs 3,335 — 3,335 Depreciation and amortization 737 — 737 Total operating expenses 12,401 676 13,077 Operating loss (3,200 ) (705 ) (3,905 ) Other income (expense): Interest income 251 73 324 Interest expense (494 ) (276 ) (770 ) Total other expense, net (243 ) (203 ) (446 ) Loss before income taxes (3,443 ) (908 ) (4,351 ) (Provision) benefit for income taxes (9,073 ) 9,230 157 Net loss (12,516 ) 8,322 (4,194 ) Preferred dividends — — — Net loss applicable to common shares $ (12,516 ) $ 8,322 $ (4,194 ) Net loss per common share Basic $ (0.24 ) $ 0.16 $ (0.08 ) Diluted $ (0.24 ) $ 0.16 $ (0.08 ) Weighted average number of common shares outstanding Basic 52,150,106 — 52,150,106 Diluted 52,150,106 — 52,150,106 Six months ended December 31, 2017 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated Revenue: License and transaction fees $ 42,797 $ 114 $ 42,911 Equipment sales 15,326 (1,446 ) 13,880 Total revenue 58,123 (1,332 ) 56,791 Costs of sales: Cost of services 27,688 (85 ) 27,603 Cost of equipment 14,033 (198 ) 13,835 Total costs of sales 41,721 (283 ) 41,438 Gross profit 16,402 (1,049 ) 15,353 Operating expenses: Selling, general and administrative 15,075 854 15,929 Integration and acquisition costs 4,097 — 4,097 Depreciation and amortization 982 — 982 Total operating expenses 20,154 854 21,008 Operating loss (3,752 ) (1,903 ) (5,655 ) Other income (expense): Interest income 331 73 404 Interest expense (703 ) (540 ) (1,243 ) Total other expense, net (372 ) (467 ) (839 ) Loss before income taxes (4,124 ) (2,370 ) (6,494 ) (Provision) benefit for income taxes (8,605 ) 8,734 129 Net loss (12,729 ) 6,364 (6,365 ) Preferred dividends (334 ) — (334 ) Net loss applicable to common shares $ (13,063 ) $ 6,364 $ (6,699 ) Net loss per common share Basic $ (0.26 ) $ 0.13 $ (0.13 ) Diluted $ (0.26 ) $ 0.13 $ (0.13 ) Weighted average number of common shares outstanding Basic 49,861,735 — 49,861,735 Diluted 49,861,735 — 49,861,735 The effect of the restatement on the previously filed condensed consolidated statement of cash flows for the six months ended December 31, 2017 is as follows: Six months ended December 31, 2017 ($ in thousands) As Previously Reported Adjustments As Restated OPERATING ACTIVITIES: Net loss $ (12,729 ) $ 6,364 $ (6,365 ) Adjustments to reconcile net loss to net cash provided by operating activities: Non-cash stock-based compensation 1,356 (372 ) 984 (Gain) loss on disposal of property and equipment (83 ) 3 (80 ) Non-cash interest and amortization of debt discount 86 8 94 Bad debt expense 291 91 382 Provision for inventory reserve — 1,091 1,091 Depreciation and amortization 3,476 (198 ) 3,278 Excess tax benefits 67 — 67 Deferred income taxes 8,537 (8,696 ) (159 ) Recognition of deferred gain from sale-leaseback transactions (93 ) 93 — Changes in operating assets and liabilities: Accounts receivable (5,290 ) (42 ) (5,332 ) Finance receivables, net 7,958 (626 ) 7,332 Inventory, net (5,822 ) (1,793 ) (7,615 ) Prepaid expenses and other current assets (606 ) 604 (2 ) Accounts payable and accrued expenses 6,950 754 7,704 Deferred revenue — 570 570 Income taxes payable 40 (80 ) (40 ) Net cash provided by operating activities 4,138 (2,229 ) 1,909 INVESTING ACTIVITIES: Purchase of property and equipment, including rentals (1,767 ) 33 (1,734 ) Proceeds from sale of property and equipment, including rentals 157 — 157 Cash paid for acquisitions, net of cash acquired (65,181 ) — (65,181 ) Net cash used in investing activities (66,791 ) 33 (66,758 ) FINANCING ACTIVITIES: Proceeds from transfer of finance receivables — 1,075 1,075 Payment of debt issuance costs (445 ) — (445 ) Proceeds from issuance of long-term debt 25,100 — 25,100 Proceeds from revolving credit facility 10,000 — 10,000 Issuance of common stock in public offering, net 39,888 — 39,888 Repayment of line of credit — (7,111 ) (7,111 ) Repayment of capital lease obligations and long-term debt (9,249 ) 8,206 (1,043 ) Net cash provided by financing activities 65,294 2,170 67,464 Net increase in cash and cash equivalents 2,641 (26 ) 2,615 Cash and cash equivalents at beginning of year 12,745 — 12,745 Cash and cash equivalents at end of period $ 15,386 $ (26 ) $ 15,360 |
ACQUISITION OF CANTALOUPE SYS_2
ACQUISITION OF CANTALOUPE SYSTEMS, INC. (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of preliminary fair value of purchase price consideration | The fair value of the purchase price consideration consisted of the following: ($ in thousands) Cash consideration, net of cash acquired $ 65,181 USAT shares issued as stock consideration (As Restated) 23,279 Post-closing adjustment for working capital (253 ) Total consideration (As Restated) $ 88,207 |
Schedule of pro forma operations results | The following table summarizes the fair value of total consideration transferred to the holders of all of the outstanding equity interests of Cantaloupe at the acquisition date of November 9, 2017: ($ in thousands) November 9, 2017 (As Restated) Accounts receivable $ 2,921 Finance receivables 1,480 Inventory 282 Prepaid expense and other current assets 646 Finance receivables due after one year 3,603 Other assets 50 Property and equipment 2,234 Intangibles 30,800 Total assets acquired 42,016 Accounts payable (1,591 ) Accrued expenses (2,401 ) Deferred revenue (518 ) Capital lease obligations and current obligations under long-term debt (666 ) Capital lease obligations and long-term debt, less current portion (1,134 ) Deferred income tax liabilities (157 ) Total identifiable net assets 35,549 Goodwill 52,658 Total fair value $ 88,207 |
Schedule of fair value of total consideration transferred to the acquisition date | Other material non-recurring adjustments are reflected in the pro forma and described below: Three months ended Six months ended ($ in thousands, except per share data) December 31, 2017 Revenue $ 33,970 $ 64,859 Net loss attributable to USAT (2,339 ) (4,359 ) Net loss attributable to USAT common shares $ (2,339 ) $ (4,693 ) Net loss per share: Basic $ (0.04 ) $ (0.09 ) Diluted $ (0.04 ) $ (0.09 ) Weighted average number of common shares outstanding: Basic 53,619,921 53,584,368 Diluted 53,619,921 53,584,368 |
FINANCE RECEIVABLES (Tables)
FINANCE RECEIVABLES (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of finance receivables | Finance receivables consist of the following: ($ in thousands) December 31, June 30, Finance receivables, net $ 5,591 $ 4,603 Finance receivables due after one year, net 11,910 13,246 Total finance receivables, net of allowance of $601 and $12, respectively $ 17,501 $ 17,849 |
Schedule of credit quality indicators | At December 31, 2018 and June 30, 2018 , credit quality indicators consisted of the following: ($ in thousands) December 31, June 30, Performing $ 17,501 $ 17,849 Nonperforming 601 12 Total $ 18,102 $ 17,861 |
Schedule of age analysis of past due finance receivables | Age Analysis of Past Due Finance Receivables As of December 31, 2018 ($ in thousands) Current 30 and Under Days Past Due 31 – 60 Days Past Due 61 – 90 Days Past Due Greater than 90 Days Past Due Total Finance Receivables QuickStart Leases $ 17,466 $ 50 $ 110 $ 117 $ 359 $ 18,102 Age Analysis of Past Due Finance Receivables As of June 30, 2018 ($ in thousands) Current 30 and Under Days Past Due 31 – 60 Days Past Due 61 – 90 Days Past Due Greater than 90 Days Past Due Total Finance Receivables QuickStart Leases $ 17,609 $ 56 $ 7 $ 56 $ 133 $ 17,861 Sale of Finance Receivables Transfers of finance receivables that do not qualify for sale accounting are reported as collateralized borrowings. Accordingly, the related assets remain on the Company’s balance sheet and continue to be reported and accounted for as if the transfer had not occurred. Cash proceeds from these transfers are reported as financing obligations (debt), with attributable interest expense recognized over the life of the related transactions. During December 2017, the Company transferred certain groups of finance receivables to third-party financing entities for approximately $1.1 million . Such transfers are subject to recourse provisions for the first 3 months after the date of transfer, after which the recourse provisions expire. Accordingly, the related finance receivables remained on the balance sheet at December 31, 2017 and the cash proceeds of approximately $1.1 million were reported as financing obligations at December 31, 2017. During March 2018, the recourse provisions expired resulting in the finance receivables and financing obligations being derecognized. |
RESTRUCTURING_INTEGRATION COS_2
RESTRUCTURING/INTEGRATION COSTS (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring reserve and workforce reduction activities | The following table summarizes the Company’s severance activity for the three and six months ended December 31, 2018 (in thousands): ($ in thousands) Workforce reduction Balance at July 1, 2018 $ 1,019 Plus: additions 137 Less: cash payments (301 ) Balance at September 30, 2018 855 Plus: additions 74 Less: cash payments (538 ) Balance at December 31, 2018 $ 391 |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Adoption of ASC 606 | The effect of adoption of this new guidance on the Condensed Consolidated Balance Sheet as of July 1, 2018 was to increase prepaid expenses and other current assets and other assets and to reduce deferred revenues, with an offsetting decrease in 2018 opening retained earnings (accumulated deficit), as follows: June 30, 2018 July 1, 2018 ($ in thousands) As Reported Adjustment Revised ASSETS Prepaid expenses and other current assets $ 929 $ 251 $ 1,180 Other assets 720 1,254 1,974 LIABILITIES Deferred revenue 511 1,127 1,638 SHAREHOLDERS' EQUITY Accumulated deficit (232,748 ) 376 (232,372 ) The impact of the adoption of ASC 606 by financial statement line item within the Condensed Consolidated Balance Sheet as of December 31, 2018 and Condensed Consolidated Statement of Operations for the six months ended December 31, 2018 is as follows: December 31, 2018 December 31, 2018 ($ in thousands) As Reported Adjustment Under Legacy Guidance BALANCE SHEET Prepaid expenses and other current assets $ 2,871 $ (253 ) $ 2,618 Other assets 1,903 (1,265 ) 638 Deferred revenue 1,437 (1,080 ) 357 Accumulated deficit (249,349 ) (438 ) (249,787 ) STATEMENT OF OPERATIONS License and transaction fees 58,808 (47 ) 58,761 Selling, general and administrative 20,381 14 20,395 Net loss (16,977 ) (60 ) (17,037 ) The impact of the adoption of ASC 606 by financial statement line item within the Condensed Consolidated Statement of Operations for the three months ended December 31, 2018 is as follows: December 31, 2018 December 31, 2018 ($ in thousands) As Reported Adjustment Under Legacy Guidance STATEMENT OF OPERATIONS License and transaction fees 29,837 (36 ) 29,801 Selling, general and administrative 10,931 2 10,933 Net loss (10,657 ) (37 ) (10,694 ) |
Performance Obligations | The following table reflects the estimated fees to be recognized in the future related to performance obligations that are unsatisfied at the end of the period: ($ in thousands) As of December 31, 2018 2020 $ 5,447 2021 10,161 2022 8,343 2023 6,754 2024 and thereafter 4,704 Total $ 35,409 |
Contract Liability | The Company’s contract liability (i.e., deferred revenue) balances are as follows: Three months ended December 31, Six months ended December 31, ($ in thousands) 2018 2018 Deferred revenue, beginning of the period $ 1,428 $ 511 Plus: adjustment for adoption of ASC 606 — 1,127 Deferred revenue, beginning of the period, as adjusted $ 1,428 $ 1,638 Deferred revenue, end of the period 1,437 1,437 Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period 65 221 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of basic earnings per share and diluted earnings per share | The calculation of basic earnings (loss) per share (“EPS”) and diluted EPS are presented below: Three months ended December 31, ($ in thousands, except per share data) 2018 2017 Numerator for basic and diluted loss per share Net loss $ (10,657 ) $ (4,194 ) Preferred dividends — — Net loss available to common shareholders $ (10,657 ) $ (4,194 ) Denominator for basic loss per share - Weighted average shares outstanding 60,059,936 52,150,106 Effect of dilutive potential common shares — — Denominator for diluted loss per share - Adjusted weighted average shares outstanding 60,059,936 52,150,106 Basic loss per share $ (0.18 ) $ (0.08 ) Diluted loss per share $ (0.18 ) $ (0.08 ) Six months ended December 31, ($ in thousands, except per share data) 2018 2017 Numerator for basic and diluted loss per share Net loss $ (16,977 ) $ (6,365 ) Preferred dividends (334 ) (334 ) Net loss available to common shareholders $ (17,311 ) $ (6,699 ) Denominator for basic loss per share - Weighted average shares outstanding 60,056,924 49,861,735 Effect of dilutive potential common shares — — Denominator for diluted loss per share - Adjusted weighted average shares outstanding 60,056,924 49,861,735 Basic loss per share $ (0.29 ) $ (0.13 ) Diluted loss per share $ (0.29 ) $ (0.13 ) Antidilutive shares excluded from the calculation of diluted loss per share were 1,400,968 and 1,400,968 for the three and six months ended December 31, 2018 and 1,170,471 and 1,170,471 for the three and six months ended December 31, 2017 . |
GOODWILL AND INTANGIBLES (Table
GOODWILL AND INTANGIBLES (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible asset balances | Intangible asset balances and goodwill consisted of the following: As of December 31, 2018 ($ in thousands) Gross Accumulated Amortization Net Amortization Period Intangible assets: Non-compete agreements $ 2 $ (2 ) $ — 2 years Brand and tradenames 1,695 (356 ) 1,339 3 - 7 years Developed technology 10,939 (2,343 ) 8,596 5 - 6 years Customer relationships 19,049 (1,243 ) 17,806 10 - 18 years Total intangible assets $ 31,685 $ (3,944 ) $ 27,741 Goodwill 64,149 — 64,149 Indefinite Total intangible assets & goodwill $ 95,834 $ (3,944 ) $ 91,890 As of June 30, 2018 ($ in thousands) Gross Accumulated Amortization Net Amortization Period Intangible assets: Non-compete agreements $ 2 $ (2 ) $ — 2 years Brand 1,695 (226 ) 1,469 3 - 7 years Developed technology 10,939 (1,421 ) 9,518 5 - 6 years Customer relationships 19,049 (711 ) 18,338 10 - 18 years Total intangible assets $ 31,685 $ (2,360 ) $ 29,325 Goodwill 64,149 — 64,149 Indefinite Total intangible assets & goodwill $ 95,834 $ (2,360 ) $ 93,474 |
DEBT AND OTHER FINANCING ARRA_2
DEBT AND OTHER FINANCING ARRANGEMENTS (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The Company's debt and other financing arrangements as of December 31, 2018 and June 30, 2018 consisted of the following: As of December 31, As of June 30, ($ in thousands) 2018 2018 Revolving Credit Facility $ 10,000 $ 10,000 Term Loan 22,083 23,333 Other, including capital lease obligations 2,011 2,689 Less: unamortized issuance costs (227 ) (256 ) Total 33,867 35,766 Less: debt and other financing arrangements, current (33,235 ) (34,639 ) Debt and other financing arrangements, noncurrent $ 632 $ 1,127 Details of interest expense presented on the Condensed Consolidated Statements of Operations are as follows: Three months ended Six months ended ($ in thousands) 2018 2017 2018 2017 Heritage Line of Credit $ — $ 70 $ — $ 203 Revolving Credit Facility 181 44 356 44 Term Loan 352 243 702 243 Other interest expense 286 413 547 753 Total interest expense $ 819 $ 770 $ 1,605 $ 1,243 |
EQUITY (Tables)
EQUITY (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of stock option granted weighted average assumptions | The fair value of options granted during the six months ended December 31, 2018 and 2017 was determined using the following assumptions: Six Months Ended 2018 2017 Expected volatility (percent) 58.4 % 50.2 - 50.9% Expected life (years) 4.5 4.0 - 4.5 Expected dividends 0.0 % 0.0 % Risk-free interest rate (percent) 2.91 % 1.64 - 1.72% Number of options granted 400,000 179,047 Weighted average exercise price $ 8.75 $ 5.66 Weighted average grant date fair value $ 4.37 $ 2.42 |
Schedule of stock based compensation related to the LTI plans | The Company had long-term stock incentive plans (“LTI”) in prior fiscal years for its then executive officers. Stock based compensation related to the LTI plans was as follows in the three and six months ended December 31, 2018 and 2017 : Three months ended Six months ended ($ in thousands) 2018 2017 2018 2017 FY18 LTI Plan $ 30 $ 68 $ 60 $ 118 FY17 LTI Plan 26 64 51 128 FY16 LTI Plan — 9 — 19 Total $ 56 $ 141 $ 111 $ 265 |
RESTATEMENT OF CONSOLIDATED F_3
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS - Condensed Consolidated Statements of Operation Impact of Adjustment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Revenues | $ 34,406 | $ 31,532 | $ 67,928 | $ 56,791 |
Costs of sales | 25,163 | 22,360 | 48,575 | 41,438 |
Gross profit | 9,243 | 9,172 | 19,353 | 15,353 |
Operating loss | (10,200) | (3,905) | (16,121) | (5,655) |
Loss before income taxes | $ (10,638) | (4,351) | $ (16,940) | (6,494) |
Restatement Adjustment | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Revenues | (974) | (1,332) | ||
Costs of sales | (945) | (283) | ||
Gross profit | (29) | (1,049) | ||
Operating loss | (705) | (1,903) | ||
Loss before income taxes | (908) | (2,370) | ||
Audit Committee Investigation-related Adjustments | Restatement Adjustment | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Revenues | (866) | (1,277) | ||
Costs of sales | (1,225) | (1,060) | ||
Gross profit | 359 | (217) | ||
Operating loss | 359 | (217) | ||
Loss before income taxes | 357 | (219) | ||
Acquisition and Financial Integration-related Adjustments | Restatement Adjustment | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Revenues | (60) | (60) | ||
Costs of sales | (33) | (33) | ||
Gross profit | (27) | (27) | ||
Operating loss | (288) | (288) | ||
Loss before income taxes | (223) | (223) | ||
Significant Account and Transaction Review and Other | Restatement Adjustment | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Revenues | (47) | 6 | ||
Costs of sales | 313 | 810 | ||
Gross profit | (360) | (804) | ||
Operating loss | (775) | (1,397) | ||
Loss before income taxes | $ (1,041) | $ (1,927) |
RESTATEMENT OF CONSOLIDATED F_4
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS - Condensed Consolidated Balance Sheet Impact of Adjustments (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Oct. 01, 2018 | Sep. 30, 2018 | Jul. 01, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Cash and cash equivalents | $ 63,193 | $ 83,964 | $ 15,360 | |||
Accounts receivable | 10,132 | 15,748 | 14,707 | |||
Finance receivables, net | 5,591 | 4,603 | 3,296 | |||
Inventory, net | 7,343 | 8,038 | 12,019 | |||
Prepaid expenses and other current assets | 2,871 | $ 1,180 | 929 | 1,610 | ||
Finance receivables due after one year, net | 11,910 | 13,246 | 11,728 | |||
Other assets | 1,903 | 1,974 | 720 | 458 | ||
Goodwill | 64,149 | 64,149 | 64,403 | |||
Property and equipment, net | 9,546 | 11,273 | 12,443 | |||
Accounts payable | 17,570 | 30,468 | 23,908 | |||
Accrued expenses | 21,150 | 19,291 | 16,623 | |||
Capital lease obligation and current obligations under long-term debt | 33,235 | 34,639 | 5,488 | |||
Capital lease obligations and long-term debt, less current portion | 632 | 1,127 | ||||
Deferred revenue | 1,437 | $ 1,428 | $ 1,428 | $ 1,638 | 511 | 730 |
Common stock | $ 376,363 | $ 375,436 | 310,150 | |||
Deferred gain from sale-leaseback transactions | 0 | |||||
Deferred gain from sale-leaseback transactions, less current portion | 0 | |||||
Restatement Adjustment | ||||||
Cash and cash equivalents | (26) | |||||
Accounts receivable | (765) | |||||
Finance receivables, net | (2,221) | |||||
Inventory, net | 804 | |||||
Prepaid expenses and other current assets | (361) | |||||
Finance receivables due after one year, net | 513 | |||||
Other assets | (662) | |||||
Goodwill | (46) | |||||
Property and equipment, net | (179) | |||||
Accounts payable | 133 | |||||
Accrued expenses | 9,825 | |||||
Capital lease obligation and current obligations under long-term debt | 367 | |||||
Deferred revenue | 135 | |||||
Common stock | 3,097 | |||||
Deferred gain from sale-leaseback transactions | (198) | |||||
Deferred gain from sale-leaseback transactions, less current portion | (49) | |||||
Audit Committee Investigation-related Adjustments | Restatement Adjustment | ||||||
Accounts receivable | (1,774) | |||||
Finance receivables, net | (1,269) | |||||
Inventory, net | 2,166 | |||||
Prepaid expenses and other current assets | 25 | |||||
Other assets | 76 | |||||
Property and equipment, net | (162) | |||||
Accounts payable | 106 | |||||
Accrued expenses | 580 | |||||
Acquisition and Financial Integration-related Adjustments | Restatement Adjustment | ||||||
Cash and cash equivalents | (26) | |||||
Accounts receivable | 1,133 | |||||
Finance receivables, net | (1,324) | |||||
Inventory, net | (500) | |||||
Prepaid expenses and other current assets | (35) | |||||
Finance receivables due after one year, net | (191) | |||||
Other assets | (139) | |||||
Goodwill | 4,121 | |||||
Property and equipment, net | 721 | |||||
Accrued expenses | 785 | |||||
Deferred revenue | (153) | |||||
Common stock | 3,469 | |||||
Significant Account and Transaction Review and Other | Restatement Adjustment | ||||||
Accounts receivable | (8) | |||||
Finance receivables, net | 371 | |||||
Inventory, net | (861) | |||||
Prepaid expenses and other current assets | (150) | |||||
Finance receivables due after one year, net | 703 | |||||
Other assets | (600) | |||||
Property and equipment, net | (737) | |||||
Accounts payable | 27 | |||||
Accrued expenses | 9,087 | |||||
Capital lease obligation and current obligations under long-term debt | 367 | |||||
Capital lease obligations and long-term debt, less current portion | 697 | |||||
Deferred revenue | (27) | |||||
Common stock | (372) | |||||
Deferred gain from sale-leaseback transactions | (198) | |||||
Deferred gain from sale-leaseback transactions, less current portion | $ (49) |
RESTATEMENT OF CONSOLIDATED F_5
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS - Restated Condensed Consolidated Balance Sheet (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2018 | Oct. 01, 2018 | Sep. 30, 2018 | Jul. 01, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 |
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 | $ 0 | |||||
Current assets: | ||||||||
Cash and cash equivalents | $ 63,193 | $ 83,964 | $ 15,360 | |||||
Accounts receivable | 10,132 | 15,748 | 14,707 | |||||
Finance receivables, net | 5,591 | 4,603 | 3,296 | |||||
Inventory, net | 7,343 | 8,038 | 12,019 | |||||
Prepaid expenses and other current assets | 2,871 | $ 1,180 | 929 | 1,610 | ||||
Total current assets | 89,130 | 113,282 | 46,992 | |||||
Non-current assets: | ||||||||
Finance receivables due after one year, net | 11,910 | 13,246 | 11,728 | |||||
Other assets | 1,903 | 1,974 | 720 | 458 | ||||
Property and equipment, net | 9,546 | 11,273 | 12,443 | |||||
Deferred income taxes | 0 | |||||||
Intangibles, net | 27,740 | 29,325 | 30,910 | |||||
Goodwill | 64,149 | 64,149 | 64,403 | |||||
Total non-current assets | 115,248 | 118,713 | 119,942 | |||||
Total assets | 204,378 | 231,995 | 166,934 | |||||
Current liabilities: | ||||||||
Accounts payable | 17,570 | 30,468 | 23,908 | |||||
Accrued expenses | 21,150 | 19,291 | 16,623 | |||||
Capital lease obligations, current obligations under long-term debt, and collateralized borrowings | 33,235 | 34,639 | 5,488 | |||||
Income taxes payable | 25 | 0 | 0 | |||||
Deferred revenue | 1,437 | $ 1,428 | $ 1,428 | 1,638 | 511 | 730 | ||
Deferred gain from sale-leaseback transactions | 0 | |||||||
Total current liabilities | 73,417 | 84,909 | 46,749 | |||||
Long-term liabilities: | ||||||||
Revolving Credit Facility | 10,000 | 10,000 | 10,000 | |||||
Deferred income taxes | 76 | 67 | 91 | |||||
Capital lease obligations, long-term debt, and collateralized borrowings, less current portion | 632 | 1,127 | 24,570 | |||||
Accrued expenses, less current portion | 101 | 66 | 65 | |||||
Deferred gain from sale-leaseback transactions, less current portion | 0 | |||||||
Total long-term liabilities | 809 | 1,260 | 34,726 | |||||
Total liabilities | 74,226 | 86,169 | 81,475 | |||||
Commitments and contingencies | ||||||||
Series A convertible preferred stock, 900,000 shares authorized, 445,063 issued and outstanding, with liquidation preference of $19,109 at December 31, 2017 | 3,138 | 3,138 | 3,138 | |||||
Shareholders’ equity: | ||||||||
Preferred stock, no par value, 1,800,000 shares authorized, no shares issued | 0 | 0 | 0 | |||||
Common stock, no par value, 640,000,000 shares authorized, 53,619,898 shares issued and outstanding at December 31, 2017 | 376,363 | 375,436 | 310,150 | |||||
Accumulated deficit | (249,349) | $ (232,372) | (232,748) | (227,829) | ||||
Total shareholders’ equity | 127,014 | $ 137,114 | 142,688 | 82,321 | $ 62,661 | $ 24,468 | ||
Total liabilities, convertible preferred stock and shareholders’ equity | $ 204,378 | $ 231,995 | 166,934 | |||||
Series A Convertible | ||||||||
Shareholders’ equity: | ||||||||
Preferred stock, no par value, 1,800,000 shares authorized, no shares issued | 0 | |||||||
Previously Reported | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 15,386 | |||||||
Accounts receivable | 15,472 | |||||||
Finance receivables, net | 5,517 | |||||||
Inventory, net | 11,215 | |||||||
Prepaid expenses and other current assets | 1,971 | |||||||
Total current assets | 49,561 | |||||||
Non-current assets: | ||||||||
Finance receivables due after one year, net | 11,215 | |||||||
Other assets | 1,120 | |||||||
Property and equipment, net | 12,622 | |||||||
Deferred income taxes | 14,774 | |||||||
Intangibles, net | 30,910 | |||||||
Goodwill | 64,449 | |||||||
Total non-current assets | 135,090 | |||||||
Total assets | 184,651 | |||||||
Current liabilities: | ||||||||
Accounts payable | 23,775 | |||||||
Accrued expenses | 6,798 | |||||||
Capital lease obligations, current obligations under long-term debt, and collateralized borrowings | 5,121 | |||||||
Income taxes payable | 6 | |||||||
Deferred revenue | 595 | |||||||
Deferred gain from sale-leaseback transactions | 198 | |||||||
Total current liabilities | 36,493 | |||||||
Long-term liabilities: | ||||||||
Revolving Credit Facility | 10,000 | |||||||
Deferred income taxes | 0 | |||||||
Capital lease obligations, long-term debt, and collateralized borrowings, less current portion | 23,874 | |||||||
Accrued expenses, less current portion | 65 | |||||||
Deferred gain from sale-leaseback transactions, less current portion | 49 | |||||||
Total long-term liabilities | 33,988 | |||||||
Total liabilities | 70,481 | |||||||
Commitments and contingencies | ||||||||
Series A convertible preferred stock, 900,000 shares authorized, 445,063 issued and outstanding, with liquidation preference of $19,109 at December 31, 2017 | 0 | |||||||
Shareholders’ equity: | ||||||||
Preferred stock, no par value, 1,800,000 shares authorized, no shares issued | 0 | |||||||
Common stock, no par value, 640,000,000 shares authorized, 53,619,898 shares issued and outstanding at December 31, 2017 | 307,053 | |||||||
Accumulated deficit | (196,021) | |||||||
Total shareholders’ equity | 114,170 | |||||||
Total liabilities, convertible preferred stock and shareholders’ equity | 184,651 | |||||||
Previously Reported | Series A Convertible | ||||||||
Shareholders’ equity: | ||||||||
Preferred stock, no par value, 1,800,000 shares authorized, no shares issued | 3,138 | |||||||
Restatement Adjustment | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | (26) | |||||||
Accounts receivable | (765) | |||||||
Finance receivables, net | (2,221) | |||||||
Inventory, net | 804 | |||||||
Prepaid expenses and other current assets | (361) | |||||||
Total current assets | (2,569) | |||||||
Non-current assets: | ||||||||
Finance receivables due after one year, net | 513 | |||||||
Other assets | (662) | |||||||
Property and equipment, net | (179) | |||||||
Deferred income taxes | (14,774) | |||||||
Intangibles, net | 0 | |||||||
Goodwill | (46) | |||||||
Total non-current assets | (15,148) | |||||||
Total assets | (17,717) | |||||||
Current liabilities: | ||||||||
Accounts payable | 133 | |||||||
Accrued expenses | 9,825 | |||||||
Capital lease obligations, current obligations under long-term debt, and collateralized borrowings | 367 | |||||||
Income taxes payable | (6) | |||||||
Deferred revenue | 135 | |||||||
Deferred gain from sale-leaseback transactions | (198) | |||||||
Total current liabilities | 10,256 | |||||||
Long-term liabilities: | ||||||||
Revolving Credit Facility | 0 | |||||||
Deferred income taxes | 91 | |||||||
Capital lease obligations, long-term debt, and collateralized borrowings, less current portion | 696 | |||||||
Accrued expenses, less current portion | 0 | |||||||
Deferred gain from sale-leaseback transactions, less current portion | (49) | |||||||
Total long-term liabilities | 738 | |||||||
Total liabilities | 10,994 | |||||||
Commitments and contingencies | ||||||||
Series A convertible preferred stock, 900,000 shares authorized, 445,063 issued and outstanding, with liquidation preference of $19,109 at December 31, 2017 | 3,138 | |||||||
Shareholders’ equity: | ||||||||
Preferred stock, no par value, 1,800,000 shares authorized, no shares issued | 0 | |||||||
Common stock, no par value, 640,000,000 shares authorized, 53,619,898 shares issued and outstanding at December 31, 2017 | 3,097 | |||||||
Accumulated deficit | (31,808) | |||||||
Total shareholders’ equity | (31,849) | |||||||
Total liabilities, convertible preferred stock and shareholders’ equity | (17,717) | |||||||
Restatement Adjustment | Series A Convertible | ||||||||
Shareholders’ equity: | ||||||||
Preferred stock, no par value, 1,800,000 shares authorized, no shares issued | $ (3,138) |
RESTATEMENT OF CONSOLIDATED F_6
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS - Condensed Consolidated Balance Sheet Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Accounting Changes and Error Corrections [Abstract] | |||
Convertible preferred stock, shares authorized | 900,000 | 900,000 | 900,000 |
Convertible preferred stock, shares issued | 445,063 | 445,063 | 445,063 |
Convertible preferred stock, shares outstanding | 445,063 | 445,063 | 445,063 |
Convertible preferred stock, liquidation preference | $ 19,777 | $ 19,443 | $ 19,109 |
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 | $ 0 |
Preferred stock, shares authorized | 1,800,000 | 1,800,000 | 1,800,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0 | $ 0 | $ 0 |
Common stock, shares authorized | 640,000,000 | 640,000,000 | 640,000,000 |
Common stock, shares issued | 60,013,718 | 59,998,811 | 53,619,898 |
Common stock, shares outstanding | 60,013,718 | 59,998,811 | 53,619,898 |
RESTATEMENT OF CONSOLIDATED F_7
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS - Restated Condensed Consolidated Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | $ 34,406 | $ 31,532 | $ 67,928 | $ 56,791 | ||
Total costs of sales | 25,163 | 22,360 | 48,575 | 41,438 | ||
Gross profit | 9,243 | 9,172 | 19,353 | 15,353 | ||
Operating Expenses [Abstract] | ||||||
Selling, general and administrative | 10,931 | 9,005 | 20,381 | 15,929 | ||
Integration and acquisition costs | 181 | 3,335 | 1,103 | 4,097 | ||
Depreciation and amortization | 1,143 | 737 | 2,276 | 982 | ||
Total operating expenses | 19,443 | 13,077 | 35,474 | 21,008 | ||
Operating loss | (10,200) | (3,905) | (16,121) | (5,655) | ||
Other income (expense): | ||||||
Interest income | 381 | 324 | 786 | 404 | ||
Interest expense | (819) | (770) | (1,605) | (1,243) | ||
Total other expense, net | (438) | (446) | (819) | (839) | ||
Loss before income taxes | (10,638) | (4,351) | (16,940) | (6,494) | ||
(Provision) benefit for income taxes | (19) | 157 | (37) | 129 | ||
Net loss | (10,657) | $ (6,320) | (4,194) | $ (2,171) | (16,977) | (6,365) |
Preferred dividends | 0 | 0 | (334) | (334) | ||
Net loss applicable to common shares | $ (10,657) | $ (4,194) | $ (17,311) | $ (6,699) | ||
Earnings Per Share [Abstract] | ||||||
Basic (in dollars per share) | $ (0.18) | $ (0.08) | $ (0.29) | $ (0.13) | ||
Diluted (in dollars per share) | $ (0.18) | $ (0.08) | $ (0.29) | $ (0.13) | ||
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||||||
Basic (in shares) | 60,059,936 | 52,150,106 | 60,056,924 | 49,861,735 | ||
Diluted (in shares) | 60,059,936 | 52,150,106 | 60,056,924 | 49,861,735 | ||
Previously Reported | ||||||
Revenues | $ 32,506 | $ 58,123 | ||||
Total costs of sales | 23,305 | 41,721 | ||||
Gross profit | 9,201 | 16,402 | ||||
Operating Expenses [Abstract] | ||||||
Selling, general and administrative | 8,329 | 15,075 | ||||
Integration and acquisition costs | 3,335 | 4,097 | ||||
Depreciation and amortization | 737 | 982 | ||||
Total operating expenses | 12,401 | 20,154 | ||||
Operating loss | (3,200) | (3,752) | ||||
Other income (expense): | ||||||
Interest income | 251 | 331 | ||||
Interest expense | (494) | (703) | ||||
Total other expense, net | (243) | (372) | ||||
Loss before income taxes | (3,443) | (4,124) | ||||
(Provision) benefit for income taxes | (9,073) | (8,605) | ||||
Net loss | (12,516) | (12,729) | ||||
Preferred dividends | 0 | (334) | ||||
Net loss applicable to common shares | $ (12,516) | $ (13,063) | ||||
Earnings Per Share [Abstract] | ||||||
Basic (in dollars per share) | $ (0.24) | $ (0.26) | ||||
Diluted (in dollars per share) | $ (0.24) | $ (0.26) | ||||
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||||||
Basic (in shares) | 52,150,106 | 49,861,735 | ||||
Diluted (in shares) | 52,150,106 | 49,861,735 | ||||
Restatement Adjustment | ||||||
Revenues | $ (974) | $ (1,332) | ||||
Total costs of sales | (945) | (283) | ||||
Gross profit | (29) | (1,049) | ||||
Operating Expenses [Abstract] | ||||||
Selling, general and administrative | 676 | 854 | ||||
Integration and acquisition costs | 0 | 0 | ||||
Depreciation and amortization | 0 | 0 | ||||
Total operating expenses | 676 | 854 | ||||
Operating loss | (705) | (1,903) | ||||
Other income (expense): | ||||||
Interest income | 73 | 73 | ||||
Interest expense | (276) | (540) | ||||
Total other expense, net | (203) | (467) | ||||
Loss before income taxes | (908) | (2,370) | ||||
(Provision) benefit for income taxes | 9,230 | 8,734 | ||||
Net loss | 8,322 | 6,364 | ||||
Preferred dividends | 0 | 0 | ||||
Net loss applicable to common shares | $ 8,322 | $ 6,364 | ||||
Earnings Per Share [Abstract] | ||||||
Basic (in dollars per share) | $ 0.16 | $ 0.13 | ||||
Diluted (in dollars per share) | $ 0.16 | $ 0.13 | ||||
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||||||
Basic (in shares) | 0 | 0 | ||||
Diluted (in shares) | 0 | 0 | ||||
License and transaction fees | ||||||
Revenues | $ 29,837 | $ 23,514 | $ 58,808 | $ 42,911 | ||
Total costs of sales | 19,575 | 14,356 | 38,119 | 27,603 | ||
License and transaction fees | Previously Reported | ||||||
Revenues | 22,853 | 42,797 | ||||
Total costs of sales | 14,362 | 27,688 | ||||
License and transaction fees | Restatement Adjustment | ||||||
Revenues | 661 | 114 | ||||
Total costs of sales | (6) | (85) | ||||
Equipment sales | ||||||
Revenues | 4,569 | 8,018 | 9,120 | 13,880 | ||
Total costs of sales | $ 5,588 | 8,004 | $ 10,456 | 13,835 | ||
Equipment sales | Previously Reported | ||||||
Revenues | 9,653 | 15,326 | ||||
Total costs of sales | 8,943 | 14,033 | ||||
Equipment sales | Restatement Adjustment | ||||||
Revenues | (1,635) | (1,446) | ||||
Total costs of sales | $ (939) | $ (198) |
RESTATEMENT OF CONSOLIDATED F_8
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS - Restated Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
OPERATING ACTIVITIES: | |||||||
Net income (loss) | $ (10,657) | $ (6,320) | $ (4,194) | $ (2,171) | $ (16,977) | $ (6,365) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Non-cash stock based compensation | 972 | 984 | |||||
(Gain) loss on disposal of property and equipment | (29) | (80) | |||||
Non-cash interest and amortization of debt discount | 45 | 94 | |||||
Bad debt expense | 1,308 | 382 | |||||
Provision for inventory reserve | 1,211 | 1,091 | |||||
Depreciation and amortization | 4,257 | 3,278 | |||||
Excess tax benefits | 0 | 67 | |||||
Deferred income taxes | 9 | (159) | |||||
Recognition of deferred gain from sale-leaseback transactions | 0 | ||||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 4,312 | (5,332) | |||||
Finance receivables, net | 348 | 7,332 | |||||
Inventory, net | 284 | (7,615) | |||||
Prepaid expenses and other current assets | (1,588) | (2) | |||||
Accounts payable and accrued expenses | (11,095) | 7,704 | |||||
Deferred revenue | (201) | 570 | |||||
Income taxes payable | 25 | (40) | |||||
Net cash (used in) provided by operating activities | (17,119) | 1,909 | |||||
INVESTING ACTIVITIES: | |||||||
Purchase of property and equipment, including rentals | (1,795) | (1,734) | |||||
Proceeds from sale of property and equipment, including rentals | 82 | 157 | |||||
Cash paid for acquisitions, net of cash acquired | 0 | (65,181) | |||||
Proceeds from collateralized borrowing from the transfer of finance receivables | (1,713) | (66,758) | |||||
FINANCING ACTIVITIES: | |||||||
Proceeds from transfer of finance receivables | $ 1,100 | 0 | 1,075 | ||||
Payment of debt issuance costs | (53) | (445) | |||||
Proceeds from issuance of long-term debt | 0 | 25,100 | |||||
Proceeds from revolving credit facility | 0 | 10,000 | |||||
Issuance of common stock in public offering, net | 0 | 39,888 | |||||
Repayment of line of credit | 0 | (7,111) | |||||
Repayment of capital lease obligations and long-term debt | (1,928) | (1,043) | |||||
Net cash (used in) provided by financing activities | (1,939) | 67,464 | |||||
Net increase in cash and cash equivalents | (20,771) | 2,615 | |||||
Cash and cash equivalents at beginning of year | $ 83,964 | 12,745 | 83,964 | 12,745 | |||
Cash and cash equivalents at end of period | 15,360 | $ 63,193 | 15,360 | $ 63,193 | 15,360 | ||
Previously Reported | |||||||
OPERATING ACTIVITIES: | |||||||
Net income (loss) | (12,516) | (12,729) | |||||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Non-cash stock based compensation | 1,356 | ||||||
(Gain) loss on disposal of property and equipment | (83) | ||||||
Non-cash interest and amortization of debt discount | 86 | ||||||
Bad debt expense | 291 | ||||||
Provision for inventory reserve | 0 | ||||||
Depreciation and amortization | 3,476 | ||||||
Excess tax benefits | 67 | ||||||
Deferred income taxes | 8,537 | ||||||
Recognition of deferred gain from sale-leaseback transactions | (93) | ||||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (5,290) | ||||||
Finance receivables, net | 7,958 | ||||||
Inventory, net | (5,822) | ||||||
Prepaid expenses and other current assets | (606) | ||||||
Accounts payable and accrued expenses | 6,950 | ||||||
Deferred revenue | 0 | ||||||
Income taxes payable | 40 | ||||||
Net cash (used in) provided by operating activities | 4,138 | ||||||
INVESTING ACTIVITIES: | |||||||
Purchase of property and equipment, including rentals | (1,767) | ||||||
Proceeds from sale of property and equipment, including rentals | 157 | ||||||
Cash paid for acquisitions, net of cash acquired | (65,181) | ||||||
Proceeds from collateralized borrowing from the transfer of finance receivables | (66,791) | ||||||
FINANCING ACTIVITIES: | |||||||
Proceeds from transfer of finance receivables | 0 | ||||||
Payment of debt issuance costs | (445) | ||||||
Proceeds from issuance of long-term debt | 25,100 | ||||||
Proceeds from revolving credit facility | 10,000 | ||||||
Issuance of common stock in public offering, net | 39,888 | ||||||
Repayment of line of credit | 0 | ||||||
Repayment of capital lease obligations and long-term debt | (9,249) | ||||||
Net cash (used in) provided by financing activities | 65,294 | ||||||
Net increase in cash and cash equivalents | 2,641 | ||||||
Cash and cash equivalents at beginning of year | 12,745 | 12,745 | |||||
Cash and cash equivalents at end of period | 15,386 | 15,386 | 15,386 | ||||
Restatement Adjustment | |||||||
OPERATING ACTIVITIES: | |||||||
Net income (loss) | 8,322 | 6,364 | |||||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Non-cash stock based compensation | (372) | ||||||
(Gain) loss on disposal of property and equipment | 3 | ||||||
Non-cash interest and amortization of debt discount | 8 | ||||||
Bad debt expense | 91 | ||||||
Provision for inventory reserve | 1,091 | ||||||
Depreciation and amortization | (198) | ||||||
Excess tax benefits | 0 | ||||||
Deferred income taxes | (8,696) | ||||||
Recognition of deferred gain from sale-leaseback transactions | 93 | ||||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (42) | ||||||
Finance receivables, net | (626) | ||||||
Inventory, net | (1,793) | ||||||
Prepaid expenses and other current assets | 604 | ||||||
Accounts payable and accrued expenses | 754 | ||||||
Deferred revenue | 570 | ||||||
Income taxes payable | (80) | ||||||
Net cash (used in) provided by operating activities | (2,229) | ||||||
INVESTING ACTIVITIES: | |||||||
Purchase of property and equipment, including rentals | 33 | ||||||
Proceeds from sale of property and equipment, including rentals | 0 | ||||||
Cash paid for acquisitions, net of cash acquired | 0 | ||||||
Proceeds from collateralized borrowing from the transfer of finance receivables | 33 | ||||||
FINANCING ACTIVITIES: | |||||||
Proceeds from transfer of finance receivables | 1,075 | ||||||
Payment of debt issuance costs | 0 | ||||||
Proceeds from issuance of long-term debt | 0 | ||||||
Proceeds from revolving credit facility | 0 | ||||||
Issuance of common stock in public offering, net | 0 | ||||||
Repayment of line of credit | (7,111) | ||||||
Repayment of capital lease obligations and long-term debt | 8,206 | ||||||
Net cash (used in) provided by financing activities | 2,170 | ||||||
Net increase in cash and cash equivalents | (26) | ||||||
Cash and cash equivalents at beginning of year | $ 0 | 0 | |||||
Cash and cash equivalents at end of period | $ (26) | $ (26) | $ (26) |
ACCOUNTING POLICIES (Details)
ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2018 |
Accounting Policies [Line Items] | ||||||
Income tax benefit (expense) | $ 19 | $ (157) | $ 37 | $ (129) | ||
Accounting standards update 2016-09 | ||||||
Accounting Policies [Line Items] | ||||||
Income tax benefit (expense) | $ 67 | $ 31 |
ACQUISITION OF CANTALOUPE SYS_3
ACQUISITION OF CANTALOUPE SYSTEMS, INC. - Additional Information (Details) - USD ($) | Nov. 09, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2018 |
Business Acquisition [Line Items] | ||||||||
Principal amount | $ 35,000,000 | |||||||
Goodwill | $ 64,149,000 | $ 64,403,000 | $ 64,149,000 | $ 64,403,000 | $ 64,149,000 | |||
Revenues | 34,406,000 | 31,532,000 | 67,928,000 | 56,791,000 | ||||
Net income (loss) | (10,657,000) | $ (6,320,000) | (4,194,000) | $ (2,171,000) | (16,977,000) | (6,365,000) | ||
(Provision) benefit for income taxes | $ (19,000) | 157,000 | $ (37,000) | 129,000 | ||||
Excluded from unaudited pro forma earnings | ||||||||
Business Acquisition [Line Items] | ||||||||
Integration and acquisition costs | $ 3,300,000 | 4,100,000 | ||||||
Customer relationships | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 10 years | 10 years | ||||||
Customer relationships | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 18 years | 18 years | ||||||
Developed technology | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 5 years | 5 years | ||||||
Developed technology | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 6 years | 6 years | ||||||
Term Loan | ||||||||
Business Acquisition [Line Items] | ||||||||
Principal amount | 25,000,000 | |||||||
Revolving Credit Facility | ||||||||
Business Acquisition [Line Items] | ||||||||
Principal amount | 10,000,000 | |||||||
Cantaloupe | ||||||||
Business Acquisition [Line Items] | ||||||||
Total consideration (As Restated) | 88,207,000 | |||||||
Intangibles | $ 30,800,000 | |||||||
Weighted average useful life | 13 years | |||||||
Goodwill | $ 52,658,000 | |||||||
Net income (loss) | 1,500,000 | |||||||
Cantaloupe | Revenue | ||||||||
Business Acquisition [Line Items] | ||||||||
Revenues | $ 4,700,000 | |||||||
Cantaloupe | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 6 years | |||||||
Cantaloupe | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 18 years | |||||||
Cantaloupe | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangibles | $ 18,900,000 | |||||||
Cantaloupe | Developed technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangibles | 10,300,000 | |||||||
Cantaloupe | Trade name | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangibles | $ 1,600,000 |
ACQUISITION OF CANTALOUPE SYS_4
ACQUISITION OF CANTALOUPE SYSTEMS, INC. - Fair Value of the Purchase Consideration (Details) - USD ($) $ in Thousands | Nov. 09, 2017 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Cash consideration, net of cash acquired | $ 0 | $ 65,181 | ||
Equity issued in connection with Cantaloupe Acquisition, net of post-working capital adjustment for retired shares | $ 0 | $ 23,279 | ||
Cantaloupe | ||||
Business Acquisition [Line Items] | ||||
Cash consideration, net of cash acquired | $ 65,181 | |||
Equity issued in connection with Cantaloupe Acquisition, net of post-working capital adjustment for retired shares | 23,279 | |||
Post-closing adjustment for working capital | (253) | $ (300) | ||
Total consideration (As Restated) | $ 88,207 |
ACQUISITION OF CANTALOUPE SYS_5
ACQUISITION OF CANTALOUPE SYSTEMS, INC. - Summary of Fair Value of Total Consideration (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Nov. 09, 2017 |
Preliminary fair value of the net tangible assets acquired and liabilities assumed: | ||||
Goodwill | $ 64,149 | $ 64,149 | $ 64,403 | |
Cantaloupe | ||||
Preliminary fair value of the net tangible assets acquired and liabilities assumed: | ||||
Accounts receivable | $ 2,921 | |||
Finance receivables | 1,480 | |||
Inventory | 282 | |||
Prepaid expense and other current assets | 646 | |||
Finance receivables due after one year | 3,603 | |||
Other assets | 50 | |||
Property and equipment | 2,234 | |||
Intangibles | 30,800 | |||
Total assets acquired | 42,016 | |||
Accounts payable | (1,591) | |||
Accrued expenses | (2,401) | |||
Deferred revenue | (518) | |||
Capital lease obligations and current obligations under long-term debt | (666) | |||
Capital lease obligations and long-term debt, less current portion | (1,134) | |||
Deferred income tax liabilities | (157) | |||
Total identifiable net assets | 35,549 | |||
Goodwill | 52,658 | |||
Total fair value | $ 88,207 |
ACQUISITION OF CANTALOUPE SYS_6
ACQUISITION OF CANTALOUPE SYSTEMS, INC. - Pro Forma Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||||
Basic (in dollars per share) | $ (0.18) | $ (0.08) | $ (0.29) | $ (0.13) |
Diluted (in dollars per share) | $ (0.18) | $ (0.08) | $ (0.29) | $ (0.13) |
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract] | ||||
Basic (in shares) | 60,059,936 | 52,150,106 | 60,056,924 | 49,861,735 |
Diluted (in shares) | 60,059,936 | 52,150,106 | 60,056,924 | 49,861,735 |
Cantaloupe | ||||
Business Acquisition [Line Items] | ||||
Revenue | $ 33,970 | $ 64,859 | ||
Net loss attributable to USAT | (2,339) | (4,359) | ||
Net loss attributable to USAT common shares | $ (2,339) | $ (4,693) | ||
Earnings Per Share [Abstract] | ||||
Basic (in dollars per share) | $ (0.04) | $ (0.09) | ||
Diluted (in dollars per share) | $ (0.04) | $ (0.09) | ||
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract] | ||||
Basic (in shares) | 53,619,921 | 53,584,368 | ||
Diluted (in shares) | 53,619,921 | 53,584,368 |
FINANCE RECEIVABLES - Informat
FINANCE RECEIVABLES - Information Regarding Finance Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | |||
Finance receivables, net | $ 5,591 | $ 4,603 | $ 3,296 |
Finance receivables due after one year, net | 11,910 | 13,246 | $ 11,728 |
Total finance receivables, net of allowance of $601 and $12, respectively | 17,501 | 17,849 | |
Finance receivables, allowance | $ 601 | $ 12 |
RESTRUCTURING_INTEGRATION COS_3
RESTRUCTURING/INTEGRATION COSTS - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |||
Restructuring Charges | $ 74 | $ 137 | $ 2,100 |
REVENUE - Affect of Adoption o
REVENUE - Affect of Adoption of ASC 606 (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 01, 2018 | Jul. 01, 2018 | Jun. 30, 2018 | |
Assets | |||||||||
Prepaid expenses and other current assets | $ 2,871 | $ 1,610 | $ 2,871 | $ 1,610 | $ 1,180 | $ 929 | |||
Other assets | 1,903 | 458 | 1,903 | 458 | 1,974 | 720 | |||
Liabilities | |||||||||
Deferred revenue | 1,437 | $ 1,428 | 730 | 1,437 | 730 | $ 1,428 | 1,638 | 511 | |
Equity | |||||||||
Accumulated deficit | (249,349) | (227,829) | (249,349) | (227,829) | (232,372) | (232,748) | |||
Income Statement | |||||||||
License and transaction fees | 34,406 | 31,532 | 67,928 | 56,791 | |||||
Selling, general and administrative | 10,931 | 9,005 | 20,381 | 15,929 | |||||
Net income (loss) | (10,657) | $ (6,320) | (4,194) | $ (2,171) | (16,977) | (6,365) | |||
Calculated under Revenue Guidance in Effect before Topic 606 | |||||||||
Assets | |||||||||
Prepaid expenses and other current assets | 2,618 | 2,618 | 929 | ||||||
Other assets | 638 | 638 | 720 | ||||||
Liabilities | |||||||||
Deferred revenue | 357 | 357 | 511 | ||||||
Equity | |||||||||
Accumulated deficit | (249,787) | (249,787) | $ (232,748) | ||||||
Income Statement | |||||||||
Selling, general and administrative | 10,933 | 20,395 | |||||||
Net income (loss) | (10,694) | (17,037) | |||||||
Accounting Standards Update 2014-09 | Adjustment | |||||||||
Assets | |||||||||
Prepaid expenses and other current assets | (253) | (253) | 251 | ||||||
Other assets | (1,265) | (1,265) | 1,254 | ||||||
Liabilities | |||||||||
Deferred revenue | (1,080) | (1,080) | $ 0 | 1,127 | |||||
Equity | |||||||||
Accumulated deficit | (438) | (438) | $ 376 | ||||||
Income Statement | |||||||||
Selling, general and administrative | 2 | 14 | |||||||
Net income (loss) | (37) | (60) | |||||||
License and transaction fees | |||||||||
Income Statement | |||||||||
License and transaction fees | 29,837 | $ 23,514 | 58,808 | $ 42,911 | |||||
License and transaction fees | Calculated under Revenue Guidance in Effect before Topic 606 | |||||||||
Income Statement | |||||||||
License and transaction fees | 29,801 | 58,761 | |||||||
License and transaction fees | Accounting Standards Update 2014-09 | Adjustment | |||||||||
Income Statement | |||||||||
License and transaction fees | $ (36) | $ (47) |
FINANCE RECEIVABLES - Credit R
FINANCE RECEIVABLES - Credit Risk Profile Based on Payment Activity (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jun. 30, 2018 |
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Finance receivable | $ 18,102 | $ 17,861 |
Performing | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Finance receivable | 17,501 | 17,849 |
Nonperforming | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Finance receivable | $ 601 | $ 12 |
RESTRUCTURING_INTEGRATION COS_4
RESTRUCTURING/INTEGRATION COSTS - Schedule of Workforce Reduction Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning balance | $ 855 | $ 1,019 | |
Plus: additions | 74 | 137 | $ 2,100 |
Less: cash payments | (538) | (301) | |
Restructuring reserve, ending balance | $ 391 | $ 855 | $ 1,019 |
REVENUE - Performance Obligati
REVENUE - Performance Obligations (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Revenue from Contract with Customer [Abstract] | |
Performance obligation | $ 35,409 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | |
Revenue from Contract with Customer [Abstract] | |
Performance obligation | $ 5,447 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Revenue from Contract with Customer [Abstract] | |
Performance obligation | $ 10,161 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | |
Revenue from Contract with Customer [Abstract] | |
Performance obligation | $ 8,343 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue from Contract with Customer [Abstract] | |
Performance obligation | $ 4,704 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation, period |
FINANCE RECEIVABLES - Age Anal
FINANCE RECEIVABLES - Age Analysis of Past Due Finance Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jun. 30, 2018 |
Financing Receivable, Past Due [Line Items] | ||
Finance receivable | $ 18,102 | $ 17,861 |
Nonperforming | ||
Financing Receivable, Past Due [Line Items] | ||
Finance receivable | 601 | 12 |
Performing | ||
Financing Receivable, Past Due [Line Items] | ||
Finance receivable | 17,501 | 17,849 |
QuickStart Leases | ||
Financing Receivable, Past Due [Line Items] | ||
Total Past Due | 17,466 | 17,609 |
QuickStart Leases | 30 and Under Days Past Due | ||
Financing Receivable, Past Due [Line Items] | ||
Total Past Due | 50 | 56 |
QuickStart Leases | 31 – 60 Days Past Due | ||
Financing Receivable, Past Due [Line Items] | ||
Total Past Due | 110 | 7 |
QuickStart Leases | 61 – 90 Days Past Due | ||
Financing Receivable, Past Due [Line Items] | ||
Total Past Due | 117 | 56 |
QuickStart Leases | Greater than 90 Days Past Due | Nonperforming | ||
Financing Receivable, Past Due [Line Items] | ||
Total Past Due | $ 359 | $ 133 |
REVENUE - Contract Liability (
REVENUE - Contract Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Dec. 31, 2018 | Dec. 31, 2018 | |
Increase (Decrease) In Contract with Customer, Liability [Roll Forward] | ||
Deferred revenue, beginning of the period | $ 1,428 | $ 511 |
Deferred revenue, end of the period | 1,437 | 1,437 |
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period | 65 | 221 |
Calculated under Revenue Guidance in Effect before Topic 606 | ||
Increase (Decrease) In Contract with Customer, Liability [Roll Forward] | ||
Deferred revenue, beginning of the period | 511 | |
Deferred revenue, end of the period | 357 | 357 |
Accounting Standards Update 2014-09 | Adjustment | ||
Increase (Decrease) In Contract with Customer, Liability [Roll Forward] | ||
Deferred revenue, end of the period | $ (1,080) | $ (1,080) |
FINANCE RECEIVABLES - Addition
FINANCE RECEIVABLES - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | |||
Proceeds from collateralized borrowing from the transfer of finance receivables | $ 1,100 | $ 0 | $ 1,075 |
REVENUE - Additional Informati
REVENUE - Additional Information (Details) (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Amortization of capitalized contract costs | $ 0.1 | $ 0.1 |
Prepaid Expenses and Other Current Assets | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Capitalized costs to obtain contracts | 0.3 | 0.3 |
Noncurrent assets | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Capitalized costs to obtain contracts | $ 1.3 | $ 1.3 |
EARNINGS (LOSS) PER SHARE - Ca
EARNINGS (LOSS) PER SHARE - Calculation of Earning Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator for basic and diluted loss per share | ||||||
Net loss | $ (10,657) | $ (6,320) | $ (4,194) | $ (2,171) | $ (16,977) | $ (6,365) |
Preferred dividends | 0 | 0 | (334) | (334) | ||
Net loss applicable to common shares | $ (10,657) | $ (4,194) | $ (17,311) | $ (6,699) | ||
Denominator for basic loss per share - weighted average shares outstanding (in shares) | 60,059,936 | 52,150,106 | 60,056,924 | 49,861,735 | ||
Effect of dilutive potential common shares (in shares) | 0 | 0 | 0 | 0 | ||
Denominator for diluted loss per share (in shares) | 60,059,936 | 52,150,106 | 60,056,924 | 49,861,735 | ||
Basic loss per share (in dollars per share) | $ (0.18) | $ (0.08) | $ (0.29) | $ (0.13) | ||
Diluted loss per share (in dollars per share) | $ (0.18) | $ (0.08) | $ (0.29) | $ (0.13) |
EARNINGS (LOSS) PER SHARE - Ad
EARNINGS (LOSS) PER SHARE - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||||
Antidilutive shares excluded from the calculation of diluted earnings per shares (in shares) | 1,400,968 | 1,170,471 | 1,400,968 | 1,170,471 |
GOODWILL AND INTANGIBLES - Sum
GOODWILL AND INTANGIBLES - Summary of Amortizable Intangible Asset (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets gross | $ 31,685 | $ 31,685 | |
Accumulated amortization | (3,944) | (2,360) | |
Intangible assets, Net | 27,741 | 29,325 | |
Goodwill | 64,149 | 64,149 | $ 64,403 |
Total intangible assets & goodwill, gross | 95,834 | 95,834 | |
Total intangible assets & goodwill, net | 91,890 | 93,474 | |
Non-compete agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets gross | 2 | 2 | |
Accumulated amortization | (2) | (2) | |
Intangible assets, Net | $ 0 | $ 0 | |
Amortization Period | 2 years | 2 years | |
Brand and tradenames | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets gross | $ 1,695 | $ 1,695 | |
Accumulated amortization | (356) | (226) | |
Intangible assets, Net | $ 1,339 | $ 1,469 | |
Brand and tradenames | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Period | 7 years | 7 years | |
Brand and tradenames | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Period | 3 years | 3 years | |
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets gross | $ 10,939 | $ 10,939 | |
Accumulated amortization | (2,343) | (1,421) | |
Intangible assets, Net | $ 8,596 | $ 9,518 | |
Developed technology | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Period | 6 years | 6 years | |
Developed technology | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Period | 5 years | 5 years | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets gross | $ 19,049 | $ 19,049 | |
Accumulated amortization | (1,243) | (711) | |
Intangible assets, Net | $ 17,806 | $ 18,338 | |
Customer relationships | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Period | 18 years | 18 years | |
Customer relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Period | 10 years | 10 years |
GOODWILL AND INTANGIBLES - Add
GOODWILL AND INTANGIBLES - Additional Information (Details) - USD ($) $ in Thousands | Nov. 09, 2017 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Amortization expense of acquired intangible assets | $ 800 | $ 500 | $ 1,600 | $ 500 | ||
Cantaloupe | ||||||
Post-closing adjustment for working capital | $ 253 | $ 300 |
DEBT AND OTHER FINANCING ARRA_3
DEBT AND OTHER FINANCING ARRANGEMENTS - Summary of Debt and Other Financing Arrangements (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Revolving Credit Facility | $ 10,000 | $ 10,000 | $ 10,000 |
Other, including capital lease obligations | 2,011 | 2,689 | |
Less: unamortized issuance costs | (227) | (256) | |
Total | 33,867 | 35,766 | |
Less: debt and other financing arrangements, current | (33,235) | (34,639) | (5,488) |
Capital lease obligations, long-term debt, and collateralized borrowings, less current portion | 632 | 1,127 | $ 24,570 |
Term Loan | |||
Debt Instrument [Line Items] | |||
Term Loan | $ 22,083 | $ 23,333 |
DEBT AND OTHER FINANCING ARRA_4
DEBT AND OTHER FINANCING ARRANGEMENTS - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 819 | $ 770 | $ 1,605 | $ 1,243 |
Line of Credit | Heritage Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 0 | 70 | 0 | 203 |
Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 181 | 44 | 356 | 44 |
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 352 | 243 | 702 | 243 |
Other Debt | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 286 | $ 413 | $ 547 | $ 753 |
DEBT AND OTHER FINANCING ARRA_5
DEBT AND OTHER FINANCING ARRANGEMENTS - Avidbank Line of Credit (Details) - USD ($) | Jan. 15, 2016 | Dec. 31, 2018 | Jun. 30, 2018 |
Line of Credit | Avidbank | |||
Debt Instrument [Line Items] | |||
Maximum limit of amount under line of credit | $ 7,000,000 | ||
Interest rate | 5.00% | ||
Line of Credit | Avidbank | Fifteenth Amendment | |||
Debt Instrument [Line Items] | |||
Maximum limit of amount under line of credit | $ 7,500,000 | ||
Line of Credit | Avidbank | Prime Rate | |||
Debt Instrument [Line Items] | |||
Interest rate | 2.00% | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Term Loan | $ 22,083,000 | $ 23,333,000 | |
Term Loan | Avidbank | |||
Debt Instrument [Line Items] | |||
Term Loan | $ 3,000,000 | ||
Interest rate | 5.00% | ||
Term Loan | Avidbank | Prime Rate | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.75% |
DEBT AND OTHER FINANCING ARRA_6
DEBT AND OTHER FINANCING ARRANGEMENTS - Heritage Line of Credit (Details) - USD ($) | Nov. 09, 2017 | Mar. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||||
Interest Expense, Debt | $ 819,000 | $ 770,000 | $ 1,605,000 | $ 1,243,000 | ||
Heritage Bank Of Commerce | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum limit of amount under line of credit | $ 12,000,000 | |||||
Line of Credit Facility, Fair Value of Amount Outstanding | $ 7,000,000 | |||||
Interest Expense, Debt | $ 100,000 | |||||
Heritage Bank Of Commerce | Line of Credit | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 2.25% |
DEBT AND OTHER FINANCING ARRA_7
DEBT AND OTHER FINANCING ARRANGEMENTS - Revolving Credit Facility and Term Loan (Details) - USD ($) | Sep. 30, 2019 | Mar. 29, 2019 | Dec. 31, 2018 | Nov. 09, 2017 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | ||||||||
Proceeds from revolving credit facility | $ 0 | $ 10,000,000 | ||||||
Repayment of line of credit | $ 0 | $ 7,111,000 | ||||||
Cantaloupe | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Proceeds from revolving credit facility | $ 27,800,000 | |||||||
Revolving Credit Facility | Credit Agreement | LIBOR | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate | 4.00% | 4.00% | ||||||
Revolving Credit Facility | Heritage Bank Of Commerce | Loan And Security Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Repayment of line of credit | $ 7,200,000 | |||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A | Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument term | 5 years | |||||||
Proceeds from revolving credit facility | $ 35,000,000 | |||||||
Maximum limit of amount under line of credit | 12,500,000 | |||||||
Term Loan | JPMorgan Chase Bank, N.A | Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Proceeds from revolving credit facility | $ 25,000,000 | |||||||
Revolving Credit Facility and Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Extension fee | $ 200,000 | |||||||
Revolving Credit Facility and Term Loan | Credit Agreement | LIBOR | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate | 4.00% | |||||||
Subsequent Event | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum limit of amount under line of credit | $ 10,000,000 | |||||||
Subsequent Event | Revolving Credit Facility and Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Repayments of debt | $ 20,000,000 | |||||||
Installment payment | $ 600,000 | |||||||
Subsequent Event | Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Repayments of debt | $ 1,500,000 |
DEBT AND OTHER FINANCING ARRA_8
DEBT AND OTHER FINANCING ARRANGEMENTS - Other Long-Term Borrowings (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2018 | Nov. 09, 2017 | |
Debt Instrument [Line Items] | |||
Capital lease obligations | $ 0.3 | $ 0.4 | |
Cantaloupe | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 1.1 | 1.4 | $ 1.8 |
Cantaloupe | Notes due April 2020 | |||
Debt Instrument [Line Items] | |||
Percentage of interest rates | 5.00% | ||
Long-term debt | $ 0.3 | 0.4 | |
Cantaloupe | Notes due September 2021 | |||
Debt Instrument [Line Items] | |||
Percentage of interest rates | 10.00% | ||
Long-term debt | $ 0.6 | 0.7 | |
Cantaloupe | Notes due December 2019 | |||
Debt Instrument [Line Items] | |||
Percentage of interest rates | 12.00% | ||
Long-term debt | $ 0.2 | $ 0.3 | |
Minimum | |||
Debt Instrument [Line Items] | |||
Capital lease obligations term | 2 years | ||
Minimum | Capital Lease Obligations - Office and Network Equipment | |||
Debt Instrument [Line Items] | |||
Percentage of interest rates | 5.60% | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Capital lease obligations term | 5 years | ||
Maximum | Capital Lease Obligations - Office and Network Equipment | |||
Debt Instrument [Line Items] | |||
Percentage of interest rates | 9.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income tax benefit (expense) | $ 19 | $ (157) | $ 37 | $ (129) |
Cantaloupe | ||||
Net operating loss carryforwards | $ 16,300 | $ 16,300 |
EQUITY - Additional Informatio
EQUITY - Additional Information (Details) (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 06, 2017 | Jul. 25, 2017 | Dec. 31, 2017 |
Class of Warrant or Right [Line Items] | |||
Issuance of common stock as merger consideration (in shares) | 3,423,367 | ||
Issuance of common stock as merger consideration | $ 23,300 | $ 23,279 | |
Public Offering | |||
Class of Warrant or Right [Line Items] | |||
Issuance of common stock in relation to public offering, net of offering costs incurred (in shares) | 9,583,332 | ||
Public offering price (in usd per share) | $ 4.50 | ||
Gross proceeds | $ 43,100 | ||
Underwriting | |||
Class of Warrant or Right [Line Items] | |||
Options to purchase additional shares (in shares) | 1,249,999 |
EQUITY - Warrants (Details)
EQUITY - Warrants (Details) - $ / shares | Dec. 31, 2018 | Jun. 30, 2018 |
Common Stock Warrants and Options [Abstract] | ||
Warrants outstanding (in shares) | 23,978 | 23,978 |
Warrant exercise price (in usd per share) | $ 5 | $ 5 |
EQUITY - Stock options (Detail
EQUITY - Stock options (Details) - Stock options | 1 Months Ended | 6 Months Ended | |||
Sep. 30, 2018employee$ / sharesshares | Aug. 31, 2017$ / sharesshares | Jul. 31, 2017employeeshares | Dec. 31, 2018shares | Dec. 31, 2017shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option valuation method | Black-Scholes valuation model | ||||
Stock options granted | 135,000 | 400,000 | 179,047 | ||
Number of employees | employee | 102 | 11 | |||
2018 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 0.33% | ||||
2019 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 0.33% | ||||
2020 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 0.33% | ||||
Chief Executive Officer ("CEO") | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options granted | 400,000 | 19,047 | |||
Granted | $ / shares | $ 8.75 | $ 5.25 | |||
Chief Financial Officer ("CFO") | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options granted | 25,000 | ||||
Granted | $ / shares | $ 5.25 | ||||
Chief Financial Officer ("CFO") | 2018 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 0.33% | ||||
Chief Financial Officer ("CFO") | 2019 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 0.33% | ||||
Chief Financial Officer ("CFO") | 2020 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 0.33% |
EQUITY - Fair value of options
EQUITY - Fair value of options (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |||
Share-based Payment Arrangement, Noncash Expense | $ 56 | $ 141 | $ 111 | $ 265 | |
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected volatility (percent) | 58.40% | ||||
Expected life (years) | 4 years 6 months | ||||
Risk-free interest rate (percent) | 2.91% | ||||
Stock options granted | 135,000 | 400,000 | 179,047 | ||
Weighted average exercise price | $ 8.75 | $ 5.66 | $ 8.75 | $ 5.66 | |
Weighted average grant date fair value | $ 4.37 | $ 2.42 | $ 4.37 | $ 2.42 | |
Share-based Payment Arrangement, Noncash Expense | $ 300 | $ 100 | $ 400 | $ 300 | |
Stock options | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected volatility (percent) | 50.20% | ||||
Expected life (years) | 4 years | ||||
Risk-free interest rate (percent) | 1.64% | ||||
Stock options | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected volatility (percent) | 50.90% | ||||
Expected life (years) | 4 years 6 months | ||||
Risk-free interest rate (percent) | 1.72% |
EQUITY - Long term incentive p
EQUITY - Long term incentive plans (Details) - Common stock equivalents - USD ($) $ in Millions | Jul. 02, 2018 | Dec. 31, 2018 |
Individual Non-employee Director | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares granted | 6,677 | |
Non Employee Director | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares granted | 40,062 | |
Vesting period | 2 years | |
Total expense recognized | $ 0.3 |
EQUITY - Long term incentive_2
EQUITY - Long term incentive plans, executive officers (Details) - Long Term Stock Incentive Plan (LTT) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage total number of connections | 40.00% | |
Percentage adjusted EBITDA earned | 60.00% | |
Chief Executive Officer ("CEO") | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Officers compensation | $ 840,000 | |
Percentage of shares awarded on target achievement | 160.00% | |
Chief Financial Officer ("CFO") | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Officers compensation | $ 300,000 | |
Percentage of shares awarded on target achievement | 100.00% | |
Chief Services Officer ("CSO") | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Officers compensation | $ 275,000 | |
Percentage of shares awarded on target achievement | 100.00% | |
Chief Product Officer (CPO) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Officers compensation | $ 280,000 | |
Percentage of shares awarded on target achievement | 100.00% | |
Maximum | Chief Executive Officer ("CEO") | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Officers compensation | $ 1,260,000 | |
Percentage of shares awarded on target achievement | 240.00% | |
Maximum | Chief Financial Officer ("CFO") | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Officers compensation | $ 450,000 | |
Percentage of shares awarded on target achievement | 150.00% | |
Maximum | Chief Services Officer ("CSO") | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Officers compensation | $ 412,500 | |
Percentage of shares awarded on target achievement | 150.00% | |
Maximum | Chief Product Officer (CPO) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Officers compensation | $ 420,000 | |
Percentage of shares awarded on target achievement | 150.00% | |
2018 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 0.33% | |
2019 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 0.33% | |
2020 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 0.33% |
EQUITY - Schedule of long term
EQUITY - Schedule of long term incentive plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Noncash Expense | $ 56 | $ 141 | $ 111 | $ 265 |
FY18 LTI Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Noncash Expense | 30 | 68 | 60 | 118 |
FY17 LTI Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Noncash Expense | 26 | 64 | 51 | 128 |
FY16 LTI Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Noncash Expense | $ 0 | $ 9 | $ 0 | $ 19 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2018USD ($)ft² | |
Area of new premises (in square feet) | ft² | 23,138 |
Monthly base rent | $ 48 |
Cantaloupe | |
Area of new premises (in square feet) | ft² | 8,400 |
Monthly base rent | $ 45 |
Cantaloupe | Maximum | |
Monthly base rent | $ 47 |
Uncategorized Items - usat-2018
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 376,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 376,000 |