Pennsylvania
|
001-33365
|
232679963
|
||||
(State or other jurisdiction of incorporation
or organization) |
(Commission
File Number) |
(IRS employer
identification number) |
||||
100 Deerfield Lane, Suite 300
|
||||||
Malvern, Pennsylvania
|
19355
|
|||||
(Address of principal executive offices)
|
(Zip code)
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, no par value
|
USAT
|
The NASDAQ Stock Market LLC
|
Exhibit No.
|
Description
|
USA TECHNOLOGIES, INC. |
|||
|
By:
|
/s/ Davina Furnish |
|
Davina Furnish |
|||
General Counsel and Secretary |
|||
Dated: February 4, 2021 |
• |
Revenue of $38.3 million increased 3.8% compared to the first quarter 2021, and decreased 13.1% compared to the second quarter 2020
|
o |
License and transaction fee revenue of $33.2 million increased 0.3% compared to the first quarter 2021, and decreased 7.1% compared to the second quarter 2020
|
o |
Equipment revenue of $5.1 million, an increase of 34.5% compared to the first quarter 2021 and decrease of 38.9% compared to the second quarter 2020
|
• |
Active devices, defined as devices that have communicated or transacted with the Company in the last 12 months, totaled 1,154,932 connections at the end of the second quarter of 2021 compared to 1,133,754 at the end of the first quarter of
2021 and 1,089,406 at the end of the second quarter of 2020
|
• |
Active customers, defined as customers that have at least one device that has communicated with the Company in the last 12 months, totaled 18,304 at the end of the second quarter of 2021 compared to 16,489 at the end of the second quarter
of 2020
|
• |
Total connections, the performance metric for devices the Company has previously reported, totaled 1,358,000 at the end of the second quarter of 2021, compared to 1,335,000 at the end of the first quarter of 2021 and 1,255,000 at the end
of the second quarter of 2020
|
• |
Gross margin of 32.1% compared to 29.0% in the second quarter of 2020
|
• |
Operating loss of $(2.6) million, a significant improvement compared to operating loss of $(7.8) million in the second quarter of 2020
|
• |
Net loss applicable to common shares of $(2.9) million, or $(0.04) per basic share compared to net loss applicable to common shares of $(8.4) million, or $(0.13) per basic share in the second quarter of 2020
|
• |
Adjusted EBITDA(a) of $1.0 million compared to $(0.9) million in the second quarter of 2020
|
• |
Ended the quarter with $28.2 million in cash and cash equivalents
|
• |
Relisted on the Nasdaq Global Select Market on Nov. 19, 2020, under the ticker symbol “USAT”
|
• |
Announced that the Company will transition its corporate identity to exclusively operate under the name Cantaloupe, Inc.
|
• |
Appointed Ravi Venkatesan in the newly created position of Chief Technology Officer
|
• |
“The impact of the pandemic continues to be a challenge in many ways, and for us, that includes headwinds on transaction and equipment revenue,” said Wayne Jackson, chief financial
officer, USA Technologies. “As a result of COVID-19’s persistence and our updated assumptions around timing of a successful vaccine rollout, we have pushed out our expectations on when the virus will have
less of an impact on our market and business. Therefore, we have revised our FY2021 revenue guidance to be between $163 million and $171 million, down from a range of $170 million to $180 million, net loss applicable to common shares to
be between $(21) million and $(17) million, down from $(14.1) million and $(11.1) million, and now expect our Adjusted EBITDA to be between $1 million and $4 million.”
|
($ in thousands, except share data)
|
December 31,
2020 |
June 30,
2020 |
||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
28,162
|
$
|
31,713
|
||||
Accounts receivable, net
|
20,080
|
17,273
|
||||||
Finance receivables, net
|
7,196
|
7,468
|
||||||
Inventory, net
|
8,794
|
9,128
|
||||||
Prepaid expenses and other current assets
|
1,419
|
1,782
|
||||||
Total current assets
|
65,651
|
67,364
|
||||||
Non-current assets:
|
||||||||
Finance receivables due after one year
|
10,296
|
11,213
|
||||||
Property and equipment, net
|
7,185
|
7,872
|
||||||
Operating lease right-of-use assets
|
4,799
|
5,603
|
||||||
Intangibles, net
|
21,501
|
23,033
|
||||||
Goodwill
|
63,945
|
63,945
|
||||||
Other assets
|
2,130
|
1,993
|
||||||
Total non-current assets
|
109,856
|
113,659
|
||||||
Total assets
|
$
|
175,507
|
$
|
181,023
|
||||
Liabilities, convertible preferred stock and shareholders’ equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
26,907
|
$
|
27,058
|
||||
Accrued expenses
|
29,479
|
30,265
|
||||||
Current obligations under long-term debt
|
3,804
|
3,328
|
||||||
Deferred revenue
|
1,648
|
1,698
|
||||||
Total current liabilities
|
61,838
|
62,349
|
||||||
Long-term liabilities:
|
||||||||
Deferred income taxes
|
148
|
137
|
||||||
Long-term debt, less current portion
|
13,901
|
12,435
|
||||||
Operating lease liabilities, non-current
|
4,241
|
4,749
|
||||||
Total long-term liabilities
|
18,290
|
17,321
|
||||||
Total liabilities
|
80,128
|
79,670
|
||||||
Commitments and contingencies
|
||||||||
Convertible preferred stock:
|
||||||||
Series A convertible preferred stock, 900,000 shares authorized, 445,063 issued and outstanding, with liquidation preferences of $21,113 and $20,779 at December 31, 2020 and June 30, 2020, respectively
|
3,138
|
3,138
|
||||||
Shareholders’ equity:
|
||||||||
Preferred stock, no par value, 1,800,000 shares authorized
|
—
|
—
|
||||||
Common stock, no par value, 640,000,000 shares authorized, 65,285,674 and 65,196,882 shares issued and outstanding at December 31, 2020 and June 30, 2020, respectively
|
404,433
|
401,240
|
||||||
Accumulated deficit
|
(312,192)
|
(303,025)
|
||||||
Total shareholders’ equity
|
92,241
|
98,215
|
||||||
Total liabilities, convertible preferred stock and shareholders’ equity
|
$
|
175,507
|
$
|
181,023
|
Three months ended
|
Six months ended
|
|||||||||||||||
December 31,
|
December 31,
|
|||||||||||||||
($ in thousands, except per share data)
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
Revenue:
|
||||||||||||||||
License and transaction fees
|
$
|
33,214
|
$
|
35,754
|
$
|
66,322
|
$
|
70,363
|
||||||||
Equipment sales
|
5,071
|
8,297
|
8,840
|
17,047
|
||||||||||||
Total revenue
|
38,285
|
44,051
|
75,162
|
87,410
|
||||||||||||
Cost of sales:
|
||||||||||||||||
Cost of license and transaction fees
|
20,617
|
22,579
|
39,953
|
44,668
|
||||||||||||
Cost of equipment sales
|
5,367
|
8,710
|
8,668
|
18,564
|
||||||||||||
Total cost of sales
|
25,984
|
31,289
|
48,621
|
63,232
|
||||||||||||
Gross profit
|
12,301
|
12,762
|
26,541
|
24,178
|
||||||||||||
Operating expenses:
|
||||||||||||||||
Selling, general and administrative
|
13,831
|
16,161
|
30,641
|
31,342
|
||||||||||||
Investigation, proxy solicitation and restatement expenses
|
—
|
3,277
|
—
|
9,768
|
||||||||||||
Depreciation and amortization
|
1,052
|
1,080
|
2,120
|
2,102
|
||||||||||||
Total operating expenses
|
14,883
|
20,518
|
32,761
|
43,212
|
||||||||||||
Operating loss
|
(2,582)
|
(7,756)
|
(6,220)
|
(19,034)
|
||||||||||||
Other income (expense):
|
||||||||||||||||
Interest income
|
325
|
283
|
675
|
577
|
||||||||||||
Interest expense
|
(596)
|
(833)
|
(3,881)
|
(1,298)
|
||||||||||||
Total other income (expense), net
|
(271)
|
(550)
|
(3,206)
|
(721)
|
||||||||||||
Loss before income taxes
|
(2,853)
|
(8,306)
|
(9,426)
|
(19,755)
|
||||||||||||
Provision for income taxes
|
(49)
|
(72)
|
(89)
|
(131)
|
||||||||||||
Net loss
|
(2,902)
|
(8,378)
|
(9,515)
|
(19,886)
|
||||||||||||
Preferred dividends
|
—
|
—
|
(334)
|
(334)
|
||||||||||||
Net loss applicable to common shares
|
$
|
(2,902)
|
$
|
(8,378)
|
$
|
(9,849)
|
$
|
(20,220)
|
||||||||
Net loss per common share
|
||||||||||||||||
Basic
|
$
|
(0.04)
|
$
|
(0.13)
|
$
|
(0.15)
|
$
|
(0.33)
|
||||||||
Diluted
|
$
|
(0.04)
|
$
|
(0.13)
|
$
|
(0.15)
|
$
|
(0.33)
|
||||||||
Weighted average number of common shares outstanding
|
||||||||||||||||
Basic
|
64,913,364
|
63,664,256
|
64,886,183
|
61,891,197
|
||||||||||||
Diluted
|
64,913,364
|
63,664,256
|
64,886,183
|
61,891,197
|
Six months ended
|
||||||||
December 31,
|
||||||||
($ in thousands)
|
2020
|
2019
|
||||||
OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(9,515)
|
$
|
(19,886)
|
||||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Stock based compensation
|
3,149
|
2,032
|
||||||
Amortization of debt discount and issuance costs
|
2,657
|
311
|
||||||
Provision for expected losses
|
1,286
|
862
|
||||||
Provision for inventory reserve
|
1,262
|
1,006
|
||||||
Depreciation and amortization included in operating expenses
|
2,120
|
2,102
|
||||||
Depreciation included in cost of sales for rental equipment
|
1,054
|
1,391
|
||||||
Other
|
957
|
1,072
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(2,987)
|
2,133
|
||||||
Finance receivables
|
429
|
(990)
|
||||||
Inventory
|
(928)
|
(1,055)
|
||||||
Prepaid expenses and other assets
|
243
|
(411)
|
||||||
Accounts payable and accrued expenses
|
195
|
2,424
|
||||||
Operating lease liabilities
|
(526)
|
(776)
|
||||||
Deferred revenue
|
(50)
|
(52)
|
||||||
Net cash provided by operating activities
|
(654)
|
(9,837)
|
||||||
INVESTING ACTIVITIES:
|
||||||||
Purchase of property and equipment
|
(970)
|
(1,361)
|
||||||
Proceeds from sale of property and equipment
|
11
|
31
|
||||||
Net cash used in investing activities
|
(959)
|
(1,330)
|
||||||
FINANCING ACTIVITIES:
|
||||||||
Proceeds from long-term debt issuance by Antara, net of issuance costs paid to Antara
|
—
|
14,790
|
||||||
Proceeds from equity issuance by Antara, net of issuance costs paid to Antara
|
—
|
18,560
|
||||||
Payment of third-party debt issuance costs
|
—
|
(33)
|
||||||
Repayment of 2018 JPMorgan Revolving Credit Facility
|
—
|
(10,000)
|
||||||
Proceeds from 2021 JPMorgan Revolving Credit Facility
|
1,750
|
—
|
||||||
Repayment of 2021 JPMorgan Revolving Credit Facility
|
(1,750)
|
—
|
||||||
Proceeds from long-term debt issuance by JPMorgan Chase Bank, N.A., net of debt issuance costs
|
14,550
|
—
|
||||||
Repayment of long-term debt
|
(15,364)
|
(2,109)
|
||||||
Proceeds from exercise of common stock options
|
76
|
—
|
||||||
Payment of Antara prepayment penalty and commitment termination fee
|
(1,200)
|
—
|
||||||
Net cash used in (provided by) financing activities
|
(1,938)
|
21,208
|
||||||
Net (decrease) increase in cash and cash equivalents
|
(3,551)
|
10,041
|
||||||
Cash and cash equivalents at beginning of year
|
31,713
|
27,464
|
||||||
Cash and cash equivalents at end of period
|
$
|
28,162
|
$
|
37,505
|
||||
Supplemental disclosures of cash flow information:
|
||||||||
Interest paid in cash
|
$
|
615
|
$
|
565
|
||||
Supplemental disclosures of noncash financing activities:
|
||||||||
Third-party debt issuance costs related to Antara financing, incurred during the six months ended December 31, 2019 and paid the nine months ended March 31, 2020
|
$
|
—
|
$
|
1,947
|
||||
Registration termination fee related to Antara financing, incurred during the six months ended December 31, 2019 and paid during the nine months ended March 31, 2020
|
$
|
—
|
$
|
1,223
|
Three months ended
|
Other reporting periods
|
|||||||||||||||||||||||||||
($ in thousands)
|
September 30,
2019
|
December 31,
2019
|
March 31,
2020
|
June 30,
2020
|
Year
ended
June 30,
2020
|
Six months
ended
December 31,
2019
|
Nine months
ended
March 31,
2020
|
|||||||||||||||||||||
Selling, general and administrative, before revision (a) (b)
|
$
|
17,196
|
$
|
12,520
|
$
|
18,065
|
$
|
12,485
|
$
|
60,266
|
$
|
29,716
|
$
|
47,781
|
||||||||||||||
Investigation, proxy solicitation and restatement expenses, before revision (a) (b)
|
4,476
|
6,918
|
2,004
|
7,894
|
21,292
|
11,394
|
13,398
|
|||||||||||||||||||||
Additional amounts reclassified from (to) Selling, general and administrative to (from) Investigation, proxy solicitation and restatement expenses
|
2,015
|
(3,641)
|
2,177
|
(2,033)
|
(1,482)
|
(1,626)
|
551
|
|||||||||||||||||||||
Selling, general and administrative, after revision (c)
|
15,181
|
16,161
|
15,888
|
14,518
|
61,748
|
31,342
|
47,230
|
|||||||||||||||||||||
Investigation, proxy solicitation and restatement expenses, after revision (c)
|
6,491
|
3,277
|
4,181
|
5,861
|
19,810
|
9,768
|
13,949
|
|||||||||||||||||||||
Depreciation and amortization, no change (a) (b) (d)
|
1,022
|
1,080
|
1,107
|
1,098
|
4,307
|
2,102
|
3,209
|
|||||||||||||||||||||
Total operating expenses, no change (a) (b) (d)
|
$
|
22,694
|
$
|
20,518
|
$
|
21,176
|
$
|
21,477
|
$
|
85,865
|
$
|
43,212
|
$
|
64,388
|
Three months ended
December 31,
|
||||||||
($ in thousands, including endnotes to table)
|
2020
|
2019
|
||||||
U.S. GAAP net loss
|
$
|
(2,902)
|
$
|
(8,378)
|
||||
Less: interest income
|
(325)
|
(283)
|
||||||
Plus: interest expense
|
596
|
833
|
||||||
Plus: income tax provision
|
49
|
72
|
||||||
Plus: depreciation expense included in cost of sales for rentals
|
515
|
757
|
||||||
Plus: depreciation and amortization expense in operating expenses
|
1,052
|
1,080
|
||||||
EBITDA
|
(1,015)
|
(5,919)
|
||||||
Plus: stock-based compensation (a)
|
1,640
|
1,742
|
||||||
Plus: investigation, proxy solicitation and restatement expenses (b) (c)
|
—
|
3,277
|
||||||
Plus: asset impairment charge (b)
|
333
|
—
|
||||||
Adjustments to EBITDA
|
1,973
|
5,019
|
||||||
Adjusted EBITDA (d) (e)
|
$
|
958
|
$
|
(900)
|
||||
(a)
|
As an adjustment to EBITDA, we have excluded stock-based compensation, as it does not reflect our cash-based operations.
|
(b)
|
As an adjustment to EBITDA, we have excluded the professional fees incurred in connection with the non-recurring costs and expenses related to the 2019
Investigation, financial statement restatement activities, and proxy solicitation costs, and non-cash impairment charges related to long-lived assets because we believe that they represent charges that are not related to our operations.
|
(c)
|
The previously reported amounts for the three months ended December 31, 2019 were reclassified to include additional operating expenses that related to
non-recurring professional services fees. The adjustment amount for the three months ended December 31, 2019 has been revised as disclosed in the basis of presentation and preparation section of Note 1 to the interim Condensed
Consolidated Financial Statements.
|
(d)
|
As a result of the adjustment noted in (c), the Adjusted EBITDA for the year ended June 30, 2020 and three months ended June 30, 2020 as previously reported in the
Company’s June 30, 2020 Annual Report on Form 10-K should be revised from $(8,253) to $(9,735) and $(85) to $(2,118) respectively. Similarly, the Adjusted EBITDA for the three months ended September 30, 2019 as previously reported in
the Company’s September 30, 2020 Quarterly Report on Form 10-Q should be revised from $(4,856) to $(2,841).
|
(e)
|
As a result of the adjustment noted in (c) and the subsequent revision to the reclassification amounts as noted in Note 1 to the interim Condensed Consolidated
Financial Statements., the Adjusted EBITDA for the three months ended December 31, 2019 as previously reported in the Company’s December 31, 2019 Quarterly Report on Form 10-Q should have been revised from $(2,324) million to $(900) as
presented in table above.
|
As of and for the three months ended
|
||||||||||||||
December 31,
2020
|
September 30,
2020 |
June 30,
2020 |
March 31,
2020 |
December 31,
2019
|
||||||||||
Devices, new presentation:
|
||||||||||||||
Active Devices
|
1,154,932
|
1,133,754
|
1,117,805
|
1,103,242
|
1,089,406
|
|||||||||
Net New Active Devices
|
21,178
|
15,949
|
14,563
|
13,836
|
25,744
|
|||||||||
Customers:
|
||||||||||||||
Active Customers
|
18,304
|
17,760
|
17,249
|
16,808
|
16,489
|
|||||||||
Net Change in Active Customers
|
544
|
511
|
441
|
319
|
479
|
|||||||||
Volumes:
|
||||||||||||||
Total Number of Transactions (millions)
|
211.8
|
201.9
|
167.7
|
237.3
|
243.4
|
|||||||||
Total Dollar Volume of Transactions (millions)
|
422.6
|
406.3
|
329.1
|
462.7
|
476.4
|
|||||||||
Financing structure of Devices:
|
||||||||||||||
JumpStart
|
4.3
|
%
|
3.0
|
%
|
6.2
|
%
|
1.4
|
%
|
4.3
|
%
|
||||
QuickStart & all others (a)
|
95.7
|
%
|
97.0
|
%
|
93.8
|
%
|
98.6
|
%
|
95.7
|
%
|
||||
Total
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
• | An increase of 544 Active Customers and 21,178 Active Devices during the quarter; |
• | 1,154,932 Active Devices compared to the same quarter last year of 1,089,406, an increase of 65,526 Net New Active Devices, or 6.01%; |
• | 18,304 Active Customers to our service compared to the same quarter last year of 16,489, an increase of 1,815 Net Change in Active Customers, or 11.01%. |
As of and for the three months ended
|
||||||||||||||
December 31,
2020
|
September 30,
2020
|
June 30,
2020 |
March 31,
2020 |
December 31,
2019
|
||||||||||
Total connections, historical presentation
|
1,358,000
|
1,335,000
|
1,320,000
|
1,289,000
|
1,255,000
|