ACQUISITION (Tables)

9 Months Ended

Mar. 31, 2018

ACQUISITION.

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)
Post-closing adjustment for working capital (3)		253
Total consideration	$	(84,738)

Schedule of pro forma operations results

	Three months ended March 31,				Nine months ended March 31,
(In thousands, except per share data)	2018		2017		2018		2017
Revenues	$	35,832	$	32,265	$	103,474	$	86,969
Net income (loss) attributable to USAT		2,488		(339)		(8,064)		(6,898)
Net income (loss) attributable to USAT common shares	$	2,154	$	(673)	$	(8,732)	$	(7,566)
Net income (loss) per share:
Basic	$	0.04	$	(0.01)	$	(0.16)	$	(0.14)
Diluted	$	0.04	$	(0.01)	$	(0.16)	$	(0.14)
Weighted average number of common shares outstanding:
Basic		53,637,085		53,334,396		53,601,684		52,686,654
Diluted		54,234,566		53,334,396		53,601,684		52,686,654

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		52,704
Total assets acquired		94,946
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	$	84,738