ACQUISITION OF CANTALOUPE SYSTEMS, INC. (Tables)

9 Months Ended

Mar. 31, 2019

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 fair value of total consideration transferred to the acquisition date

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 pro forma operations results

Other material non-recurring adjustments are reflected in the pro forma and described below:

	Three months ended			Nine months ended
($ in thousands, except per share data)	March 31, 2018
Revenue	$	33,592		$	98,451
Net loss attributable to USAT	(1,895		)	(6,254		)
Net loss attributable to USAT common shares	$	(2,229	)	$	(6,922	)
Net loss per share:
Basic	$	(0.04	)	$	(0.13	)
Diluted	$	(0.04	)	$	(0.13	)
Weighted average number of common shares outstanding:
Basic	53,637,085			53,601,684
Diluted	53,637,085			53,601,684