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 (the "Form 10-K") 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 December 31, 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 September 30, 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 September 30, 2017
Audit Committee Investigation-related Adjustments:
Revenue	$	(411	)
Costs of sales	$	165
Gross profit	$	(576	)
Operating loss	$	(576	)
Loss before income taxes	$	(576	)

Significant Account and Transaction Review and Other:
Revenue	$	53
Costs of sales	$	497
Gross profit	$	(444	)
Operating loss	$	(622	)
Loss before income taxes	$	(886	)

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 September 30, 2017
Audit Committee Investigation-related Adjustments:
Accounts receivable	$	(315	)
Finance receivables, net	$	(1,640	)
Inventory, net	$	941
Prepaid expenses and other current assets	$	25
Other assets	$	82
Accounts payable	$	270
Accrued expenses	$	803

Significant Account and Transaction Review and Other:
Accounts receivable	$	77
Inventory, net	$	(305	)
Prepaid expenses and other current assets	$	(136	)
Other assets	$	(543	)
Property and equipment, net	$	(1,149	)
Accounts payable	$	25
Accrued expenses	$	8,319
Capital lease obligations and current obligations under long-term debt	$	(21	)
Deferred revenue	$	(27	)
Deferred gain from sale-leaseback transactions	$	(198	)
Deferred gain from sale-leaseback transactions, less current portion	$	(99	)
Common stock	$	(166	)

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 months ended September 30, 2017.

The effect of the restatement on the previously filed condensed consolidated balance sheet as of September 30, 2017 is as follows:



	As of September 30, 2017
($ in thousands)	As Previously Reported			Adjustments			As Restated

Assets
Current assets:
Cash and cash equivalents	$	51,870		$	—		$	51,870
Accounts receivable	10,288			(473		)	9,815
Finance receivables, net	3,082			(1,641		)	1,441
Inventory, net	8,240			636			8,876
Prepaid expenses and other current assets	1,122			(66		)	1,056
Total current assets	74,602			(1,544		)	73,058

Non-current assets:
Finance receivables due after one year, net	7,742			—			7,742
Other assets	750			(461		)	289
Property and equipment, net	11,850			(1,149		)	10,701
Deferred income taxes	28,205			(28,205		)	—
Intangibles, net	578			—			578
Goodwill	11,492			—			11,492
Total non-current assets	60,617			(29,815		)	30,802

Total assets	$	135,219		$	(31,359	)	$	103,860

Liabilities, convertible preferred stock and shareholders’ equity
Current liabilities:
Accounts payable	$	14,211		$	295		$	14,506
Accrued expenses	3,795			8,422			12,217
Line of credit, net	7,051			—			7,051
Capital lease obligations and current obligations under long-term debt	2,649			(21		)	2,628
Income taxes payable	10			(10		)	—
Deferred revenue	—			439			439
Deferred gain from sale-leaseback transactions	197			(197		)	—
Total current liabilities	27,913			8,928			36,841

Long-term liabilities:
Deferred income taxes	—			109			109
Capital lease obligations and long-term debt, less current portion	1,049			—			1,049
Accrued expenses, less current portion	62			—			62
Deferred gain from sale-leaseback transactions, less current portion	99			(99		)	—
Total long-term liabilities	1,210			10			1,220

Total liabilities	$	29,123		$	8,938		$	38,061
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 September 30, 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 September 30, 2017	3,138			(3,138		)	—
Common stock, no par value, 640,000,000 shares authorized, 50,194,731 shares issued and outstanding at September 30, 2017	286,463			(167		)	286,296
Accumulated deficit	(183,505		)	(40,130		)	(223,635		)
Total shareholders’ equity	106,096			(43,435		)	62,661
Total liabilities, convertible preferred stock and shareholders’ equity	$	135,219		$	(31,359	)	$	103,860

The effect of the restatement on the previously filed condensed consolidated statement of operations for the three months ended September 30, 2017 is as follows:



	Three months ended September 30, 2017
($ in thousands, except per share data)	As Previously Reported			Adjustments			As Restated

Revenue:
License and transaction fees	$	19,944		$	(547	)	$	19,397
Equipment sales	5,673			189			5,862
Total revenue	25,617			(358		)	25,259

Costs of sales:
Cost of services	13,326			(79		)	13,247
Cost of equipment	5,090			741			5,831
Total costs of sales	18,416			662			19,078
Gross profit	7,201			(1,020		)	6,181

Operating expenses:
Selling, general and administrative	6,746			178			6,924
Integration and acquisition costs	762			—			762
Depreciation and amortization	245			—			245
Total operating expenses	7,753			178			7,931
Operating loss	(552		)	(1,198		)	(1,750		)

Other income (expense):
Interest income	80			—			80
Interest expense	(209		)	(264		)	(473		)
Total other expense, net	(129		)	(264		)	(393		)

Loss before income taxes	(681		)	(1,462		)	(2,143		)
Benefit (provision) for income taxes	468			(496		)	(28		)

Net loss	(213		)	(1,958		)	(2,171		)
Preferred dividends	(334		)	—			(334		)
Net loss applicable to common shares	$	(547	)	$	(1,958	)	$	(2,505	)
Net loss per common share
Basic	$	(0.01	)	$	(0.04	)	$	(0.05	)
Diluted	$	(0.01	)	$	(0.04	)	$	(0.05	)
Weighted average number of common shares outstanding
Basic	47,573,364			—			47,573,364
Diluted	47,573,364			—			47,573,364

The effect of the restatement on the previously filed condensed consolidated statement of cash flows for the three months ended September 31, 2017 is as follows:



	Three months ended September 30, 2017
($ in thousands)	As Previously Reported			Adjustments			As Restated

OPERATING ACTIVITIES:
Net loss	$	(213	)	$	(1,958	)	$	(2,171	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Non-cash stock-based compensation	576			(167		)	409
(Gain) loss on disposal of property and equipment	(18		)	—			(18		)
Non-cash interest and amortization of debt discount	15			2			17
Bad debt expense	118			50			168
Provision for inventory reserve	—			221			221
Depreciation and amortization	1,492			(122		)	1,370
Excess tax benefits	67			—			67
Deferred income taxes	(535		)	551			16
Recognition of deferred gain from sale-leaseback transactions	(43		)	43			—
Changes in operating assets and liabilities:
Accounts receivable	(3,192		)	43			(3,149		)
Finance receivables, net	8,771			397			9,168
Inventory, net	(3,648		)	(252		)	(3,900		)
Prepaid expenses and other current assets	(217		)	114			(103		)
Accounts payable and accrued expenses	(2,168		)	678			(1,490		)
Deferred revenue	—			171			171
Income taxes payable	—			(55		)	(55		)
Net cash provided by operating activities	1,005			(284		)	721

INVESTING ACTIVITIES:
Purchase of property and equipment, including rentals	(992		)	272			(720		)
Proceeds from sale of property and equipment, including rentals	45			—			45
Net cash used in investing activities	(947		)	272			(675		)

FINANCING ACTIVITIES:
Issuance of common stock in public offering, net	39,888			—			39,888
Repayment of capital lease obligations and long-term debt	(821		)	12			(809		)
Net cash provided by financing activities	39,067			12			39,079

Net increase in cash and cash equivalents	39,125			—			39,125
Cash and cash equivalents at beginning of year	12,745			—			12,745
Cash and cash equivalents at end of period	$	51,870		$	—		$	51,870