UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(610 ) 989-0340
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 Results of Operations and Financial Condition.
On May 4, 2023, Cantaloupe, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the third quarter ended March 31, 2023. A copy of this press release is attached hereto as Exhibit 99.1.
The information contained in this Current Report on Form 8-K pursuant to this “Item 2.02 Results of Operations and Financial Condition” is being furnished. This information shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section or shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, unless specifically identified therein as being incorporated by reference.
Item 9.01 Financial Statements and Exhibits
| Exhibit Number | Ex. Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Cantaloupe, Inc.
Date: May 4, 2023
By: /s/ Anna Novoseletsky
Anna Novoseletsky, Chief Legal & Compliance Officer and General Counsel
Exhibit 99.1
Cantaloupe, Inc. Reports Third Quarter of Fiscal Year 2023 Financial Results
Third Quarter Revenue of $60.4 Million, a 20% Year over Year Increase
Third Quarter U.S. GAAP Net Income of $6.7 million
Record Adjusted EBITDA of $10.1 Million, a 176% Increase Compared to Q322
Reiterates Fiscal Year 2023 Guidance
MALVERN, Pa. -- May 4, 2023 -- Cantaloupe, Inc. (Nasdaq: CTLP) (“Cantaloupe” or the “Company”), a digital payments and software services company that provides end-to-end technology solutions for self-service commerce, today reported results for the third quarter ended March 31, 2023.
“We experienced strong financial results in Q3, with record revenue in transaction fees and subscription fees, which demonstrates progress on our strategic initiatives and the adoption of our new products,” said Ravi Venkatesan, chief executive officer, Cantaloupe. “We also reported a record quarter of Adjusted EBITDA, illustrating our ability to unleash operating leverage. The integration of Three Square Market (“32M”) is going very well and we are seeing an acceleration of our micro markets business as both existing and new customers are migrating their kiosks to the 32M platform.”
Third Quarter 2023 Key Financial Results:
•Revenue of $60.4 million, an increase of 20% year over year.
◦Transaction fees of $33.4 million, an increase of 21% year over year
◦Subscription fees of $17.9 million, an increase of 22% year over year
◦Equipment sales of $9.1 million, an increase of 12% year over year
•Total Dollar Volumes of Transactions were $653.6 million, an increase of 16% year over year
•Transactions totaled 268 million at the end of the third quarter of 2023 compared to 259 million at the end of the third quarter of 2022, an increase of 4%
•Gross margin of 37.9% compared with 32.2% in the prior year quarter
◦Subscription and transaction fees margins of 42.3% compared to 40.0% in the prior year quarter
◦Equipment sales margins of 13.4% compared to negative 8.0% in the prior year quarter
•U.S. GAAP Net income applicable to common shares of $6.7 million, or $0.09 per share, compared to Net income applicable to common shares of $1.8 million, or $0.03 per share, in in the prior year quarter
•Adjusted EBITDA[1] of $10.1 million, an increase of 176%, compared to $3.7 million in in the prior year quarter
Third Quarter 2023 Business Highlights:
•Active Customers totaled 27,598 at the end of the third quarter of 2023 compared to 22,818 at the end of the third quarter of 2022, an increase of 21%.
•Active Devices totaled 1.15 million at the end of the third quarter of 2023 compared to 1.13 million at the end of the third quarter of 2022, an increase of 2%.
•Following the acquisition of 32M in December of 2022, the Company has seen a successful acceleration in the micro market business as both existing and new customers are migrating their kiosks to the 32M platform.
•Continued to see significant customer interest and growth in the newly launched Cantaloupe ONE Platform, a bundled subscription model, which provides operators the flexibility and predictability of a monthly, fixed subscription amount covering the hardware and service fees.
______________________
1 Adjusted earnings before income taxes, depreciation, and amortization, stock-based compensation expense, and certain other significant infrequent or unusual losses and gains that are not indicative of our core operations (“Adjusted EBITDA”) is a non-GAAP financial measure which is not required by or defined under GAAP. We use this non-GAAP financial measure for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. See Reconciliations of Non-GAAP Measures for a reconciliation U.S. GAAP net income to Adjusted EBITDA.
Fiscal Year 2023 Outlook:
For the full fiscal year 2023, the Company reiterates the following:
•Revenue to be between $240 million and $250 million
•U.S. GAAP Net income to be between $(2) million and $3 million
•Adjusted EBITDA1 to be between $12 million and $17 million
•Total Operating Cash Flow to be between $10 million and $15 million
Webcast and Conference Call:
Cantaloupe will host a live webcast at 5:00 p.m. Eastern Time today which may be accessed in the Investor
Relations section of the Company’s website at https://cantaloupeinc.gcs-web.com/events-and-presentations.
Please note that there is a new system to access the live call in order to ask questions. To join the live call, please register here. A dial in and unique PIN will be provided to join the conference call.
A replay of the conference call will also be available in the Investor Relations section of the Company’s website.
About Cantaloupe, Inc.
Cantaloupe, Inc. is a software and payments company that provides end-to-end technology solutions for self-service commerce. Cantaloupe is transforming the self-service commerce industry by offering one integrated solution for payments processing, logistics, and back-office management. The Company’s enterprise-wide platform is designed to increase consumer engagement and sales revenue through digital payments, digital advertising and customer loyalty programs, while providing retailers with control and visibility over their operations and inventory. As a result, customers ranging from vending machine companies, to operators of micro-markets, car charging stations, laundromats, metered parking terminals, kiosks, amusements and more, can run their businesses more proactively, predictably, and competitively. For more information, please visit our website at www.cantaloupe.com.
Discussion of Non-GAAP Financial Measures:
This press release contains discussion of Adjusted EBITDA, a non-GAAP financial measure which is not required or defined under U.S. GAAP (Generally Accepted Accounting Principles). Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Reconciliations between non-GAAP financial measures and the most comparable GAAP financial measures are set forth below. However, we do not provide forward-looking guidance for certain financial measures on a GAAP basis because we are unable to predict certain items contained in the U.S. measures without unreasonable efforts.
We use Adjusted EBITDA for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. We believe that this non-GAAP financial measure provides useful information about our operating results, enhances the overall understanding of past financial performance and future prospects and allows for greater transparency with respect to metrics used by our management in its financial and operational decision making. The presentation of this financial measure is not intended to be considered in isolation or as a substitute for the financial measures prepared and presented in accordance with GAAP, including our net income or net loss or net cash used in operating activities. Management recognizes that non-GAAP financial measures have limitations in that they do not reflect all of the items associated with our net income or net loss as determined in accordance with GAAP, and are not a substitute for or a measure of our profitability or net earnings. Adjusted EBITDA is presented because we believe it is useful to investors as a measure of comparative operating performance. Additionally, we utilize Adjusted EBITDA as a metric in our executive officer and management incentive compensation plans.
We define Adjusted EBITDA as U.S. GAAP net loss before (i) interest income (ii) interest expense on debt and reserves (iii) income tax provision (iv) depreciation (v) amortization (vi) stock-based compensation expense, (vii) fees and charges, net of reimbursement from insurance proceeds, that were incurred in connection with the 2019 Investigation and financial statement restatement activities as well as proxy solicitation costs that are not indicative of our core operations, and (viii) certain other significant, infrequent or unusual losses and gains that are not indicative of our core operations such as acquisition and integration expenses.
Forward-looking Statements:
All statements other than statements of historical fact included in this release, including without limitation Cantaloupe’s future prospects and performance, the business strategy and the plans and objectives of Cantaloupe's management for future operations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this release, words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “guidance,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions, as they relate to Cantaloupe or its management, may identify forward-looking statements. Such forward-looking statements are based on the reasonable beliefs of Cantaloupe's management, as well as assumptions made by and information currently available to Cantaloupe's management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to general economic, market or business conditions unrelated to our operating performance, including inflation, rising interest rates, financial institution disruptions and public health emergencies such as COVID-19; our ability to compete with our competitors and increase market share; failure to comply with the financial covenants in the Amended JPMorgan Credit Facility; our ability to raise funds in the future through sales of securities or debt financing in order to sustain operations in the normal course of business or if an unexpected or unusual event were to occur; disruptions in or inefficiencies to our supply chain and/or operations; the risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, packaging and transportation; whether our current or future customers purchase, lease, rent or utilize ePort devices, Seed’s software solutions or our other products in the future at levels currently anticipated; whether our customers continue to utilize the Company’s transaction processing and related services, as our customer agreements are generally cancellable by the customer on thirty to sixty days’ notice; our ability to satisfy our trade obligations included in accounts payable and accrued expenses; the incurrence by us of any unanticipated or unusual non-operating expenses, which may require us to divert our cash resources from achieving our business plan; our ability to predict or estimate our future quarterly or annual revenue and expenses given the developing and unpredictable market for our products; our ability to integrate acquired companies into our current products and services structure; our ability to retain key customers from whom a significant portion of our revenue is derived; the ability of a key customer to reduce or delay purchasing products from us; our ability to obtain widespread commercial acceptance of our products and service offerings; whether any patents issued to us will provide any competitive advantages or adequate protection for our products, or would be challenged, invalidated or circumvented by others; our ability to operate without infringing the intellectual property rights of others; the ability of our products and services to avoid disruptions to our systems or unauthorized hacking or credit card fraud; geopolitical conflicts, such as the ongoing conflict between Russia and Ukraine; whether we are able to fully remediate our material weaknesses in our internal controls over financial reporting or continue to experience material weaknesses in our internal controls over financial reporting in the future, and are not able to accurately or timely report our financial condition or results of operations; the ability to remain in compliance with the continued listing standards of the Nasdaq Global Select Market and continue to remain as a member of the US Small-Cap Russell 2000®; whether our suppliers would increase their prices, reduce their output or change their terms of sale; risks associated with the recently settled 2019 Investigation, which remains subject to the SEC’s issuance of its final Order; or other risks discussed in Cantaloupe’s filings with the U.S. Securities and Exchange Commission, including but not limited to its Annual Report on Form 10-K for the year ended June 30, 2022. Readers are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement made by us in this release speaks only as of the date of this release. Unless required by law, Cantaloupe does not undertake to release publicly any revisions to these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events. If Cantaloupe updates one or more forward-looking statements, no inference should be drawn that Cantaloupe will make additional updates with respect to those or other forward-looking statements.
-F--CTLP
Investor Relations:
ICR, Inc.
CantaloupeIR@icrinc.com
Media:
Jenifer Howard | 202-273-4246
jhoward@jhowardpr.com
media@cantaloupe.com
Cantaloupe, Inc.
Condensed Consolidated Balance Sheets
| ($ in thousands, except share data) | March 31, 2023 (Unaudited) | June 30, 2022 | ||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 46,676 | $ | 68,125 | ||||||||||
| Accounts receivable, net | 29,219 | 37,695 | ||||||||||||
| Finance receivables, net | 7,477 | 6,721 | ||||||||||||
| Inventory, net | 29,837 | 19,754 | ||||||||||||
| Prepaid expenses and other current assets | 5,035 | 4,285 | ||||||||||||
| Total current assets | 118,244 | 136,580 | ||||||||||||
| Non-current assets: | ||||||||||||||
| Finance receivables due after one year, net | 13,870 | 14,727 | ||||||||||||
| Property and equipment, net | 22,790 | 12,784 | ||||||||||||
| Operating lease right-of-use assets | 2,799 | 2,370 | ||||||||||||
| Intangibles, net | 27,817 | 17,947 | ||||||||||||
| Goodwill | 92,772 | 66,656 | ||||||||||||
| Other assets | 4,804 | 4,568 | ||||||||||||
| Total non-current assets | 164,852 | 119,052 | ||||||||||||
| Total assets | $ | 283,096 | $ | 255,632 | ||||||||||
| Liabilities, convertible preferred stock and shareholders’ equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 51,019 | $ | 48,440 | ||||||||||
| Accrued expenses | 25,732 | 28,154 | ||||||||||||
| Current obligations under long-term debt | 787 | 692 | ||||||||||||
| Deferred revenue | 1,894 | 1,893 | ||||||||||||
| Total current liabilities | 79,432 | 79,179 | ||||||||||||
| Long-term liabilities: | ||||||||||||||
| Deferred income taxes | 258 | 186 | ||||||||||||
| Long-term debt, less current portion | 38,314 | 13,930 | ||||||||||||
| Operating lease liabilities, non-current | 2,641 | 2,366 | ||||||||||||
| Total long-term liabilities | 41,213 | 16,482 | ||||||||||||
| Total liabilities | 120,645 | 95,661 | ||||||||||||
Commitments and contingencies | ||||||||||||||
| Convertible preferred stock: | ||||||||||||||
Series A convertible preferred stock, 900,000 shares authorized, 385,782 and 445,063 issued and outstanding, with liquidation preferences of $22,144 and $22,115 at March 31, 2023 and June 30, 2022, respectively | 2,720 | 3,138 | ||||||||||||
| Shareholders’ equity: | ||||||||||||||
Common stock, no par value, 640,000,000 shares authorized, 72,509,261 and 71,188,053 shares issued and outstanding at March 31, 2023 and June 30, 2022, respectively | 475,015 | 469,918 | ||||||||||||
| Accumulated deficit | (315,284) | (313,085) | ||||||||||||
| Total shareholders’ equity | 159,731 | 156,833 | ||||||||||||
| Total liabilities, convertible preferred stock and shareholders’ equity | $ | 283,096 | $ | 255,632 | ||||||||||
Cantaloupe, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| Three months ended | Nine months ended | |||||||||||||||||||||||||
| March 31, | March 31, | |||||||||||||||||||||||||
| ($ in thousands, except per share data) | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Subscription and transaction fees | $ | 51,245 | $ | 42,143 | $ | 147,252 | $ | 123,956 | ||||||||||||||||||
| Equipment sales | 9,111 | 8,157 | 32,216 | 23,215 | ||||||||||||||||||||||
| Total revenues | 60,356 | 50,300 | 179,468 | 147,171 | ||||||||||||||||||||||
| Costs of sales: | ||||||||||||||||||||||||||
| Cost of subscription and transaction fees | 29,577 | 25,291 | 90,149 | 76,234 | ||||||||||||||||||||||
| Cost of equipment sales | 7,886 | 8,809 | 33,823 | 23,871 | ||||||||||||||||||||||
| Total costs of sales | 37,463 | 34,100 | 123,972 | 100,105 | ||||||||||||||||||||||
| Gross profit | 22,893 | 16,200 | 55,496 | 47,066 | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Sales and marketing | 3,154 | 1,937 | 8,888 | 6,021 | ||||||||||||||||||||||
| Technology and product development | 4,594 | 5,532 | 16,757 | 16,701 | ||||||||||||||||||||||
| General and administrative | 7,041 | 6,788 | 25,179 | 21,724 | ||||||||||||||||||||||
| Investigation, proxy solicitation and restatement expenses | (1,000) | — | (453) | — | ||||||||||||||||||||||
| Integration and acquisition expenses | — | — | 2,787 | — | ||||||||||||||||||||||
| Depreciation and amortization | 2,364 | 1,062 | 5,029 | 3,197 | ||||||||||||||||||||||
| Total operating expenses | 16,153 | 15,319 | 58,187 | 47,643 | ||||||||||||||||||||||
| Operating income (loss) | 6,740 | 881 | (2,691) | (577) | ||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||
| Interest income from leases | 540 | 445 | 1,985 | 1,363 | ||||||||||||||||||||||
| Interest income (expense) | (263) | 852 | (1,258) | (100) | ||||||||||||||||||||||
| Other income (expense) | (13) | (7) | (112) | (83) | ||||||||||||||||||||||
| Total other income | 264 | 1,290 | 615 | 1,180 | ||||||||||||||||||||||
| Income (loss) before income taxes | 7,004 | 2,171 | (2,076) | 603 | ||||||||||||||||||||||
| Provision for income taxes | (56) | (35) | (123) | (226) | ||||||||||||||||||||||
| Net income (loss) | 6,948 | 2,136 | (2,199) | 377 | ||||||||||||||||||||||
| Preferred dividends | (289) | (334) | (623) | (668) | ||||||||||||||||||||||
| Net income (loss) applicable to common shares | $ | 6,659 | $ | 1,802 | $ | (2,822) | $ | (291) | ||||||||||||||||||
| Net earnings (loss) per common share | ||||||||||||||||||||||||||
| Basic and diluted | $ | 0.09 | $ | 0.03 | $ | (0.04) | $ | — | ||||||||||||||||||
| Weighted average number of common shares outstanding used to compute net earnings (loss) per share applicable to common shares | ||||||||||||||||||||||||||
| Basic | 72,491,373 | 71,083,044 | 71,771,135 | 71,076,022 | ||||||||||||||||||||||
| Diluted | 72,866,221 | 71,486,718 | 71,771,135 | 71,076,022 | ||||||||||||||||||||||
Cantaloupe, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Nine months ended | ||||||||||||||
| March 31, | ||||||||||||||
| ($ in thousands) | 2023 | 2022 | ||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income (loss) | $ | (2,199) | $ | 377 | ||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||||
| Stock based compensation | 2,889 | 4,624 | ||||||||||||
| Amortization of debt issuance costs and discounts | 87 | 68 | ||||||||||||
| Provision for expected losses | 1,823 | 2,519 | ||||||||||||
| Provision for inventory reserve | 25 | 334 | ||||||||||||
| Depreciation and amortization included in operating expenses | 5,029 | 3,197 | ||||||||||||
| Depreciation included in costs of sales for rental equipment | 852 | 738 | ||||||||||||
| Other | 6 | 402 | ||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Accounts receivable | 9,589 | (4,415) | ||||||||||||
| Finance receivables | (653) | (627) | ||||||||||||
| Inventory | (8,245) | (8,691) | ||||||||||||
| Prepaid expenses and other assets | (746) | (1,909) | ||||||||||||
| Accounts payable and accrued expenses | (2,868) | (206) | ||||||||||||
| Operating lease liabilities | 183 | (547) | ||||||||||||
| Deferred revenue | 1 | 207 | ||||||||||||
| Net cash provided by (used in) operating activities | 5,773 | (3,929) | ||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Acquisition of business, net of cash acquired | (35,855) | (2,966) | ||||||||||||
| Purchase of property and equipment | (12,634) | (7,198) | ||||||||||||
| Net cash used in investing activities | (48,489) | (10,164) | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Payment of third-party debt issuance costs | — | (107) | ||||||||||||
| Proceeds from long-term debt | 25,000 | 738 | ||||||||||||
| Repayment of long-term debt | (580) | (437) | ||||||||||||
| Contingent consideration paid for acquisition | (1,000) | — | ||||||||||||
| Proceeds from exercise of common stock options | — | 849 | ||||||||||||
| Repurchase of Series A Convertible Preferred Stock | (2,153) | — | ||||||||||||
| Net cash provided by financing activities | 21,267 | 1,043 | ||||||||||||
| Net decrease in cash and cash equivalents | (21,449) | (13,050) | ||||||||||||
| Cash and cash equivalents at beginning of year | 68,125 | 88,136 | ||||||||||||
| Cash and cash equivalents at end of period | $ | 46,676 | $ | 75,086 | ||||||||||
Supplemental disclosures of cash flow information: | ||||||||||||||
| Interest paid in cash | $ | 1,869 | $ | 542 | ||||||||||
| Common stock issued in business combination | $ | 3,942 | $ | — | ||||||||||
Cantaloupe, Inc.
Reconciliation of U.S. GAAP Net Loss to Adjusted EBITDA
(Unaudited)
| Three months ended March 31, | ||||||||||||||
| ($ in thousands) | 2023 | 2022 | ||||||||||||
| U.S. GAAP net income | $ | 6,948 | $ | 2,136 | ||||||||||
| Less: interest income | (540) | (445) | ||||||||||||
| Plus: interest expense | 263 | (852) | ||||||||||||
| Plus: income tax provision | 56 | 35 | ||||||||||||
| Plus: depreciation expense included in costs of sales for rentals | 297 | 220 | ||||||||||||
| Plus: depreciation and amortization expense in operating expenses | 2,364 | 1,062 | ||||||||||||
| EBITDA | 9,388 | 2,156 | ||||||||||||
Plus: stock-based compensation (a) | 1,410 | 1,495 | ||||||||||||
Plus: investigation, proxy solicitation and restatement expenses (b) | (1,000) | — | ||||||||||||
Plus: severance expenses(c) | 273 | — | ||||||||||||
| Adjustments to EBITDA | 683 | 1,495 | ||||||||||||
| Adjusted EBITDA | $ | 10,071 | $ | 3,651 | ||||||||||
(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 costs and corresponding reimbursements related to the 2019 Investigation, because we believe that they represent charges that are not related to our core operations. During the three months ended March 31, 2023, we incurred costs of $1.0 million relating to the settlement of the 2019 Investigation, but received a $2.0 million D&O insurance reimbursement for legal fees and expenses incurred in connection with the 2019 Investigation. Accordingly, Adjusted EBITDA contains a $1.0 million negative adjustment.
(c) As an adjustment to EBITDA, we have excluded expenses incurred in connection with a one-time, non-recurring severance charges related to work force reduction.
| Nine months ended March 31, | ||||||||||||||
| ($ in thousands) | 2023 | 2022 | ||||||||||||
| U.S. GAAP net (loss) income | $ | (2,199) | $ | 377 | ||||||||||
| Less: interest income | (1,985) | (1,363) | ||||||||||||
| Plus: interest expense | 1,258 | 100 | ||||||||||||
| Plus: income tax provision | 123 | 226 | ||||||||||||
| Plus: depreciation expense included in costs of sales for rentals | 852 | 738 | ||||||||||||
| Plus: depreciation and amortization expense in operating expenses | 5,029 | 3,197 | ||||||||||||
| EBITDA | 3,078 | 3,275 | ||||||||||||
Plus: stock-based compensation (a) | 2,889 | 4,624 | ||||||||||||
Plus: investigation, proxy solicitation and restatement expenses (b) | (453) | — | ||||||||||||
Plus: integration and acquisition expenses(c) | 2,787 | — | ||||||||||||
Plus: severance expenses (d) | 273 | — | ||||||||||||
| Adjustments to EBITDA | 5,496 | 4,624 | ||||||||||||
| Adjusted EBITDA | $ | 8,574 | $ | 7,899 | ||||||||||
(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 costs and corresponding reimbursements related to the 2019 Investigation, because we believe that they represent charges that are not related to our core operations. During the nine months ended March 31, 2023, we incurred additional costs relating to the settlement of the 2019 Investigation, but received a $2.0 million D&O insurance reimbursement for legal fees and expenses incurred in connection with the 2019 Investigation. Accordingly, Adjusted EBITDA contains a negative adjustment.
(c) As an adjustment to EBITDA, we have excluded expenses incurred in connection with business acquisitions and corresponding integrations as they do not represent recurring costs or charges related to our core operations.
(d) As an adjustment to EBITDA, we have excluded expenses incurred in connection with a one-time, non-recurring severance charges related to work force reduction.