|
|
|
||||
(State or other jurisdiction of incorporation
or organization) |
(Commission
File Number) |
(IRS employer
identification number) |
||||
|
||||||
|
|
|||||
(Address of principal executive offices)
|
(Zip code)
|
|||||
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange on which registered
|
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|
|
Exhibit No.
|
Description
|
CANTALOUPE, INC.
|
|||
By:
|
/s/ Davina Furnish
|
||
Davina Furnish
|
|||
General Counsel and Secretary
|
|||
Dated: September 2, 2021
|
•
|
The Company delivered record revenue in the fourth quarter of $49.0 million, an increase of 14.6% versus third quarter of 2021, and an increase of
50.2% year over year
|
o
|
License and transaction fee revenue of $38.2 million, an increase of 10.2% versus third of quarter 2021 and an increase of 37.3% year-over-year
|
o
|
Equipment revenue of $10.8 million, an increase of 33.6% versus third quarter of 2021 and an increase of 124.5% year over year
|
•
|
Active Devices, defined as devices that have communicated or transacted with the Company in the last 12 months, totaled 1.09 million at
the end of the fourth quarter of 2021 compared to 1.08 million at the end of the fourth quarter of 2020, an increase of 1.4%
|
•
|
Active Customers, defined as customers that have at least one Active Device, totaled 19,800 at the end of the fourth quarter of 2021
compared to 17,200 at the end of the fourth quarter of 2020, an increase of approximately 15%
|
•
|
Gross margin of 30.2% compared with 34.0% in the prior year period.
|
o
|
Transactions revenues were significantly higher in the current quarter than the prior year, resulting in L&T margins of 39.3% compared to 42.3% in
the prior year quarter
|
o
|
Equipment margin improved to negative 2.3% compared to 14.1% in the prior year quarter.
|
•
|
Operating loss of $0.5 million for the quarter ended June 30, 2021 compared to operating loss of $10.4 million in the prior year period, driven primarily
by a $3.7 million increase in gross profit and a $6.2 million reduction in operating expenses
|
•
|
GAAP Net income applicable to common shares of $2.7 million, or $0.04 per share compared to net loss applicable to common shares of $11.4 million, or
$0.18 per share in the prior year period
|
•
|
Adjusted EBITDA1 of $5.0 million compared to ($2.1) million in the prior year period
|
•
|
Record hardware shipped in the fourth quarter of fiscal year 2021.
|
•
|
Exceeded pre-COVID peaks in transaction dollar volumes in June.
|
•
|
Continued to acquire new customers while expanding amongst existing customers. The Company signed two enterprise customers to the Seed platform -
Elite Refreshment Services and Vend Buffet/Lufkin Coke; and there is steady adoption of Seed Cashless+ amongst SMB customers, including V-Enders, who are managing most of their machines using the software.
|
•
|
In August, the Company hosted its inaugural Cantaloupe Innovation Summit at The NAMA Show 2021, showcasing new products and services. To learn more
about the products and services introduced, please see the video of the summit, or read the press release.
|
•
|
Introduced ePort® Engage Series, giving retailers the ability to captivate consumers in new ways and enabling truly frictionless
purchasing.
|
•
|
Announced a strategic partnership with Bakkt Holdings to bring a new, cashless experience for consumers to spend digital assets at
unattended retail devices.
|
•
|
Formed a commercial arrangement with Castles Technology to introduce a next-generation cashless solution.
|
•
|
Implemented Seed software to first US Global Connect franchisee customer.
|
•
|
Added to US Small-Cap Russell 2000® Index.
|
•
|
In August 2021, the Company announced the acquisition of Yoke Payments™ (“Yoke”), a Los Angeles, Calif. based award-winning micro market
payments company.
|
•
|
Revenue to be between $200 million and $210 million
|
•
|
GAAP Net loss applicable to common shares to be between $(7) million and $ (5) million
|
•
|
Adjusted EBITDA1 to be between $8.5 million and $10.5 million
|
As of June 30,
|
||||||||
($ in thousands, except per share data)
|
2021
|
2020
|
||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
88,136
|
$
|
31,713
|
||||
Accounts receivable, net
|
27,470
|
17,273
|
||||||
Finance receivables, net
|
7,967
|
7,468
|
||||||
Inventory, net
|
5,292
|
9,128
|
||||||
Prepaid expenses and other current assets
|
2,414
|
1,782
|
||||||
Total current assets
|
131,279
|
67,364
|
||||||
Non-current assets:
|
||||||||
Finance receivables due after one year, net
|
11,632
|
11,213
|
||||||
Property and equipment, net
|
5,570
|
7,872
|
||||||
Operating lease right-of-use assets
|
3,049
|
5,603
|
||||||
Intangibles, net
|
19,992
|
23,033
|
||||||
Goodwill
|
63,945
|
63,945
|
||||||
Other assets
|
2,205
|
1,993
|
||||||
Total non-current assets
|
106,393
|
113,659
|
||||||
Total assets
|
$
|
237,672
|
$
|
181,023
|
||||
Liabilities, convertible preferred stock and shareholders’ equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
36,775
|
$
|
27,058
|
||||
Accrued expenses
|
26,460
|
30,265
|
||||||
Current obligations under long-term debt
|
675
|
3,328
|
||||||
Deferred revenue
|
1,763
|
1,698
|
||||||
Total current liabilities
|
65,673
|
62,349
|
||||||
Long-term liabilities:
|
||||||||
Deferred income taxes
|
179
|
137
|
||||||
Long-term debt, less current portion
|
13,644
|
12,435
|
||||||
Operating lease liabilities, non-current
|
3,645
|
4,749
|
||||||
Total long-term liabilities
|
17,468
|
17,321
|
||||||
Total liabilities
|
$
|
83,141
|
$
|
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 $21,447 and $20,779 at June 30, 2021 and 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, 71,258,047 and 65,196,882 shares issued and outstanding at
June 30, 2021 and 2020, respectively
|
462,775
|
401,240
|
||||||
Accumulated deficit
|
(311,382
|
)
|
(303,025
|
)
|
||||
Total shareholders’ equity
|
151,393
|
98,215
|
||||||
Total liabilities, convertible preferred stock and shareholders’ equity
|
$
|
237,672
|
$
|
181,023
|
(Unaudited)
Three months ended
|
Year ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
($ in thousands, except per share data)
|
2021
|
2020
|
2021
|
2020
|
||||||||||||
Revenues:
|
||||||||||||||||
License and transaction fees
|
$
|
38,234
|
$
|
27,843
|
$
|
139,242
|
$
|
133,167
|
||||||||
Equipment sales
|
10,784
|
4,802
|
27,697
|
29,986
|
||||||||||||
Total revenue
|
49,018
|
32,645
|
166,939
|
163,153
|
||||||||||||
Cost of sales:
|
||||||||||||||||
Cost of license and transaction fees
|
23,202
|
16,068
|
83,617
|
82,980
|
||||||||||||
Cost of equipment sales
|
11,034
|
5,480
|
29,296
|
33,900
|
||||||||||||
Total cost of sales
|
34,236
|
21,548
|
112,913
|
116,880
|
||||||||||||
Gross profit
|
14,782
|
11,097
|
54,026
|
46,273
|
||||||||||||
Operating expenses:
|
||||||||||||||||
Selling, general and administrative
|
14,253
|
14,518
|
58,624
|
61,748
|
||||||||||||
Investigation, proxy solicitation and restatement expenses
|
—
|
5,861
|
—
|
19,810
|
||||||||||||
Depreciation and amortization
|
996
|
1,098
|
4,107
|
4,307
|
||||||||||||
Total operating expenses
|
15,249
|
21,477
|
62,731
|
85,865
|
||||||||||||
Operating loss
|
(467
|
)
|
(10,380
|
)
|
(8,705
|
)
|
(39,592
|
)
|
||||||||
Other income (expense):
|
||||||||||||||||
Interest income
|
181
|
606
|
1,159
|
1,595
|
||||||||||||
Interest expense
|
(43
|
)
|
(1,686
|
)
|
(4,013
|
)
|
(2,597
|
)
|
||||||||
Other Income
|
3,224
|
—
|
3,224
|
—
|
||||||||||||
Total other income (expense), net
|
3,362
|
1,080
|
370
|
(1,002
|
)
|
|||||||||||
Gain (loss) before income taxes
|
2,895
|
(11,460
|
)
|
(8,335
|
)
|
(40,594
|
)
|
|||||||||
Provision (benefit) for income taxes
|
(237
|
)
|
46
|
(370
|
)
|
(1
|
)
|
|||||||||
Net income (loss)
|
2,658
|
(11,414
|
)
|
(8,705
|
)
|
(40,595
|
)
|
|||||||||
Preferred dividends
|
—
|
—
|
(668
|
)
|
(668
|
)
|
||||||||||
Net income (loss) applicable to common shares
|
$
|
2,658
|
$
|
(11,414
|
)
|
$
|
(9,373
|
)
|
$
|
(41,263
|
)
|
|||||
Net income (loss) per common share
|
||||||||||||||||
Basic and diluted
|
$
|
0.04
|
$
|
(0.18
|
)
|
$
|
(0.14
|
)
|
$
|
(0.66
|
)
|
Year ended June 30,
|
||||||||
($ in thousands)
|
2021
|
2020
|
||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(8,705
|
)
|
$
|
(40,595
|
)
|
||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
||||||||
Stock-based compensation
|
9,075
|
3,029
|
||||||
Interest and amortization of debt discount
|
2,735
|
1,283
|
||||||
Reimbursement of shareholder proxy solicitation costs
|
—
|
4,500
|
||||||
Provision for expected losses
|
1,236
|
2,958
|
||||||
Provision for inventory reserve
|
693
|
681
|
||||||
Depreciation and amortization included in operating expenses
|
4,107
|
4,307
|
||||||
Depreciation included in cost of sales for rental equipment
|
1,405
|
2,710
|
||||||
Property and equipment write-off
|
1,658
|
—
|
||||||
Gain on extinguishment of debt
|
(3,065
|
)
|
—
|
|||||
Operating lease right-of-use asset impairment
|
1,578
|
—
|
||||||
Other
|
1,104
|
2,103
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(10,126
|
)
|
1,818
|
|||||
Finance receivables
|
(1,877
|
)
|
547
|
|||||
Inventory
|
3,142
|
1,463
|
||||||
Prepaid expenses and other assets
|
(847
|
)
|
(563
|
)
|
||||
Accounts payable and accrued expenses
|
7,013
|
2,988
|
||||||
Operating lease liabilities
|
(1,014
|
)
|
(1,384
|
)
|
||||
Deferred revenue
|
65
|
16
|
||||||
Net cash provided by (used in) operating activities
|
8,177
|
(14,139
|
)
|
|||||
Cash flows from investing activities:
|
||||||||
Purchase of property and equipment
|
(1,838
|
)
|
(2,538
|
)
|
||||
Proceeds from sale of property and equipment
|
10
|
44
|
||||||
Net cash used in investing activities
|
(1,828
|
)
|
(2,494
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Cash used in retirement of common stock
|
—
|
—
|
||||||
Proceeds from long-term debt issuance by Antara, net of issuance costs paid to Antara
|
—
|
14,248
|
||||||
Proceeds from equity issuance by Antara, net of issuance costs paid to Antara
|
—
|
17,879
|
||||||
Proceeds from PPP Loan
|
—
|
3,065
|
||||||
Payment of repurchase of common stock awards
|
—
|
—
|
||||||
Payment of third-party debt issuance costs
|
—
|
(1,980
|
)
|
|||||
Proceeds from long-term debt issuance by JPMorgan Chase Bank, N.A., net of debt issuance costs
|
14,550
|
—
|
||||||
Repayment of long-term debt
|
(15,744
|
)
|
(2,522
|
)
|
||||
Proceeds from (repayments of) Revolving Credit Facility
|
—
|
(10,000
|
)
|
|||||
Proceeds from private placement
|
55,008
|
—
|
||||||
Payment of equity issuance costs
|
(2,618
|
)
|
—
|
|||||
Payment of Antara prepayment penalty and commitment termination fee
|
(1,200
|
)
|
—
|
|||||
Proceeds from exercise of common stock options
|
78
|
192
|
||||||
Net cash provided by (used in) financing activities
|
50,074
|
20,882
|
||||||
Net increase (decrease) in cash and cash equivalents
|
56,423
|
4,249
|
||||||
Cash and cash equivalents at beginning of year
|
31,713
|
27,464
|
||||||
Cash and cash equivalents at end of year
|
$
|
88,136
|
$
|
31,713
|
||||
Supplemental disclosures of cash flow information:
|
||||||||
Interest paid in cash
|
$
|
1,055
|
$
|
1,314
|
Year ended June 30,
|
||||||||
($ in thousands)
|
2021
|
2020
|
||||||
Net loss
|
$
|
(8,705
|
) | $ |
(40,595
|
) | ||
Less: interest income
|
(1,159
|
)
|
(1,595
|
)
|
||||
Plus: interest expense
|
4,013
|
2,597
|
||||||
Plus: income tax provision
|
370
|
1
|
||||||
Plus: depreciation expense included in cost of sales for rentals
|
1,404
|
2,711
|
||||||
Plus: depreciation and amortization expense in operating expenses
|
4,107
|
4,307
|
||||||
EBITDA
|
30
|
(32,574
|
)
|
|||||
Plus: stock-based compensation (a)
|
9,075
|
3,029
|
||||||
Plus: investigation, proxy solicitation and restatement expenses (b)
|
—
|
19,810
|
||||||
Plus: asset impairment charge (c)
|
1,578
|
—
|
||||||
Less: gain on extinguishment of debt (d)
|
(3,065
|
)
|
—
|
|||||
Adjusted EBITDA
|
7,618
|
(9,735
|
)
|
(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 because we believe that they represent charges that are not related to our core operations.
|
(c) |
As an adjustment to EBITDA, we have excluded the non-cash impairment charges related to long-lived operating lease right-of-use assets because we believe that these do not
represent charges that are related to our core operations.
|
(d) |
As an adjustment to EBITDA, we have excluded the one-time gain related to the forgiveness of our PPP loan.
|
Three months ended June 30,
|
||||||||
($ in thousands)
|
2021
|
2020
|
||||||
U.S. GAAP net income (loss)
|
$
|
2,658
|
$
|
(11,414
|
)
|
|||
Less: interest income
|
(181
|
)
|
(607
|
)
|
||||
Plus: interest expense
|
43
|
1,686
|
||||||
Plus: income tax provision
|
237
|
(45
|
)
|
|||||
Plus: depreciation expense included in cost of sales for rentals
|
349
|
727
|
||||||
Plus: depreciation and amortization expense in operating expenses
|
996
|
1,098
|
||||||
EBITDA
|
4,102
|
(8,555
|
)
|
|||||
Plus: stock-based compensation (a)
|
2,709
|
576
|
||||||
Plus: investigation, proxy solicitation and restatement expenses (b)
|
—
|
5,861
|
||||||
Plus: asset impairment charge (c)
|
1,245
|
—
|
||||||
Less: gain on extinguishment of debt (d)
|
(3,065
|
)
|
—
|
|||||
Adjusted EBITDA
|
4,991
|
(2,118
|
)
|
(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 because we believe that they represent charges that are not related to our core operations.
|
(c) |
As an adjustment to EBITDA, we have excluded the non-cash impairment charges related to long-lived operating lease right-of-use assets because we believe that these do not
represent charges that are related to our core operations.
|
(d) |
As an adjustment to EBITDA, we have excluded the one-time gain related to the forgiveness of our PPP loan.
|