ACQUISITION (Tables)

6 Months Ended

Dec. 31, 2017

ACQUISITION

Schedule of fair value of total consideration transferred to the acquisition date

	Cantaloupe
($ in thousands)	Systems, Inc.
Accounts receivable	$	3,232
Finance receivables, current portion		1,640
Inventory		782
Prepaid expense and other current assets		682
Finance receivables, less current portion		3,483
Other assets		50
Property and equipment		1,573
Intangibles		30,800
Goodwill		52,957
Total assets acquired		95,199
Accounts payable		(1,591)
Accrued expenses		(1,832)
Deferred revenue		(626)
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		(4,359)
Total net assets acquired	$	84,991

Schedule of preliminary fair value of purchase price consideration

($ in thousands)
Cash consideration, net of cash acquired (1)	$	(65,181)
USAT shares issued as stock consideration (2)		(19,810)
Total consideration	$	(84,991)

Schedule of acquisition costs related to transaction and integration costs

As a result of the acquisition of Cantaloupe, the Company incurred the following integration and acquisition costs and other one-time charges related to the acquisition in the three and six months ended December 31, 2017:

	Three months ended		Six months ended
($ in thousands)	December 31, 2017		December 31, 2017
Cost of equipment
Acquired inventory fair market value step-up	$	23	$	23
Operating expenses
Integration and acquisition costs		3,335		4,097
Interest expense
Write-off of deferred financing costs		55		55
Total integration and acquisition-related costs	$	3,413	$	4,175

Schedule of pro forma operations results

	Three months ended December 31,				Six months ended December 31,
(In thousands, except per share data)	2017		2016		2017		2016
Revenues	$	34,772	$	27,521	$	67,642	$	54,704
Net loss attributable to USAT		(10,632)		(428)		(10,552)		(5,458)
Net loss attributable to USAT common shares	$	(10,632)	$	(428)	$	(10,886)	$	(5,792)
Net loss per share - basic and diluted		(0.20)		(0.01)		(0.20)		(0.11)
Weighted average number of common shares outstanding - basic and diluted		53,619,921		53,315,633		53,584,368		52,369,824