0001628280-23-016905 | 10-Q | XBRL Viewer

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Cover Page - shares	9 Months Ended
Cover Page - shares	Mar. 31, 2023	Apr. 28, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-33365
Entity Registrant Name	Cantaloupe, Inc.
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	23-2679963
Entity Address, Address Line One	100 Deerfield Lane,
Entity Address, Address Line Two	Suite 300,
Entity Address, City or Town	Malvern,
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19355
City Area Code	610
Local Phone Number	989-0340
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	CTLP
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		72,519,258
Entity Central Index Key	0000896429
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--06-30
Document Fiscal Period Focus	Q3
Amendment Flag	false

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Jun. 30, 2022
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
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 (Note 14)
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

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Jun. 30, 2022
Statement of Financial Position [Abstract]
Convertible preferred stock, shares authorized (in shares)	900,000	900,000
Convertible preferred stock, shares issued (in shares)	385,782	445,063
Convertible preferred stock, shares outstanding (in shares)	385,782	445,063
Convertible preferred stock, liquidation preference	$ 22,144	$ 22,115
Common stock, par value (in dollars per share)	$ 0	$ 0
Common stock, shares authorized (in shares)	640,000,000	640,000,000
Common stock, shares issued (in shares)	72,509,261	71,188,053
Common stock, shares outstanding (in shares)	72,509,261	71,188,053

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Revenue	$ 60,356	$ 50,300	$ 179,468	$ 147,171
Cost 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, net of insurance recoveries	(1,000)	0	(453)	0
Integration and acquisition expenses	0	0	2,787	0
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), net	(263)	852	(1,258)	(100)
Other 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 (in dollars per share)	$ 0.09	$ 0.03	$ (0.04)	$ 0
Diluted (in dollars per share)	$ 0.09	$ 0.03	$ (0.04)	$ 0
Weighted average number of common shares outstanding used to compute net earnings (loss) per share applicable to common shares
Basic (in shares)	72,491,373	71,083,044	71,771,135	71,076,022
Diluted (in shares)	72,866,221	71,486,718	71,771,135	71,076,022
Subscription and transaction fees
Revenue	$ 51,245	$ 42,143	$ 147,252	$ 123,956
Cost of sales	29,577	25,291	90,149	76,234
Equipment sales
Revenue	9,111	8,157	32,216	23,215
Cost of sales	$ 7,886	$ 8,809	$ 33,823	$ 23,871

Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Accumulated Deficit
Balance (in shares) at Jun. 30, 2021		71,258,047
Balance at Jun. 30, 2021	$ 151,393	$ 462,775	$ (311,382)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation and exercises (net) (in shares)		20,958
Stock-based compensation and exercises (net)	1,762	$ 1,762
Retirement of common stock (in shares)		(319,823)
Net income (loss)	(1,291)		(1,291)
Balance (in shares) at Sep. 30, 2021		70,959,182
Balance at Sep. 30, 2021	151,864	$ 464,537	(312,673)
Balance (in shares) at Jun. 30, 2021		71,258,047
Balance at Jun. 30, 2021	151,393	$ 462,775	(311,382)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for acquisition	0
Net income (loss)	377
Balance (in shares) at Mar. 31, 2022		71,097,674
Balance at Mar. 31, 2022	157,243	$ 468,248	(311,005)
Balance (in shares) at Sep. 30, 2021		70,959,182
Balance at Sep. 30, 2021	151,864	$ 464,537	(312,673)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation and exercises (net) (in shares)		28,316
Stock-based compensation and exercises (net)	1,453	$ 1,453
Net income (loss)	(468)		(468)
Balance (in shares) at Dec. 31, 2021		70,987,498
Balance at Dec. 31, 2021	152,849	$ 465,990	(313,141)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation and exercises (net) (in shares)		110,176
Stock-based compensation and exercises (net)	2,258	$ 2,258
Net income (loss)	2,136		2,136
Balance (in shares) at Mar. 31, 2022		71,097,674
Balance at Mar. 31, 2022	157,243	$ 468,248	(311,005)
Balance (in shares) at Jun. 30, 2022		71,188,053
Balance at Jun. 30, 2022	156,833	$ 469,918	(313,085)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation and exercises (net) (in shares)		30,077
Stock-based compensation and exercises (net)	1,318	$ 1,318
Repurchase of Series A convertible preferred stock	(1,733)	$ (1,733)
Net income (loss)	(8,574)		(8,574)
Balance (in shares) at Sep. 30, 2022		71,218,130
Balance at Sep. 30, 2022	147,844	$ 469,503	(321,659)
Balance (in shares) at Jun. 30, 2022		71,188,053
Balance at Jun. 30, 2022	156,833	$ 469,918	(313,085)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for acquisition	3,942
Net income (loss)	(2,199)
Balance (in shares) at Mar. 31, 2023		72,509,261
Balance at Mar. 31, 2023	159,731	$ 475,015	(315,284)
Balance (in shares) at Sep. 30, 2022		71,218,130
Balance at Sep. 30, 2022	147,844	$ 469,503	(321,659)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation and exercises (net) (in shares)		3,919
Stock-based compensation and exercises (net)	160	$ 160
Common stock issued for acquisition (in shares)		1,240,920
Common stock issued for acquisition	3,942	$ 3,942
Net income (loss)	(573)		(573)
Balance (in shares) at Dec. 31, 2022		72,462,969
Balance at Dec. 31, 2022	151,373	$ 473,605	(322,232)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation and exercises (net) (in shares)		46,292
Stock-based compensation and exercises (net)	1,410	$ 1,410
Net income (loss)	6,948		6,948
Balance (in shares) at Mar. 31, 2023		72,509,261
Balance at Mar. 31, 2023	$ 159,731	$ 475,015	$ (315,284)

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2023	Mar. 31, 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	0	(107)
Proceeds from long-term debt	25,000	738
Repayment of long-term debt	(580)	(437)
Contingent consideration paid for acquisition	(1,000)	0
Proceeds from exercise of common stock options	0	849
Repurchase of Series A Convertible Preferred Stock	(2,153)	0
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	0
Non-cash activity:
Lease assets obtained in exchange for new operating lease liabilities	$ 0	$ 471

BUSINESS	9 Months Ended
BUSINESS	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BUSINESS	BUSINESS Cantaloupe, Inc., is organized under the laws of the Commonwealth of Pennsylvania. We are a software and payments company that provides end-to-end technology solutions for self-service commerce. Cantaloupe is transforming the self-service industry by offering one integrated solution for payments processing, logistics, and back-office management. Our 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 wash, electric vehicle charging stations, commercial laundry, kiosks, amusements and more, can run their businesses more proactively, predictably, and competitively. On December 1, 2022, the Company acquired all of the equity interests of Three Square Market, Inc., a Wisconsin corporation, and Three Square Market Limited, a UK private limited company (collectively "32M") pursuant to an Equity Purchase Agreement. 32M is a leading provider of software and self-service kiosk-based point of sale and payment solutions that power the micro market industry. COVID-19 Update While there has not been any resurgence of the COVID-19 virus or new strains or variants emerge that significantly impacted the Company, its employees, or its customers, we have experienced lingering effects during fiscal year 2023. We underwent elevated component and supply chain costs necessary for the production and distribution of our hardware products. Additionally, schools and other organizations have re-opened which has led to increased foot-traffic to distributed assets containing our electronic payment solutions, but we have not seen a full return to the office. Many companies have implemented a hybrid approach requiring employees to work in the office several days a week and allow work from home for the remaining days. Where applicable, we have incorporated judgments and estimates of the expected impact of COVID-19 in the preparation of the financial statements based on information currently available. We will continue to monitor the situation and follow any guidance from federal, state, and local public health authorities. Given the potential uncertainty of the situation, the Company cannot reasonably estimate the longer-term repercussions of COVID-19 on our financial condition, result of operations or cash flows.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Mar. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Preparation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements and therefore should be read in conjunction with the Company’s June 30, 2022 Annual Report on Form 10-K. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments considered necessary for a fair statement of financial results for the interim period. Operating results for the three and nine months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, 2023. Actual results could differ from estimates. The balance sheet at June 30, 2022 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The Company operates as one operating segment because its chief operating decision maker, who is the Chief Executive Officer, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. The Company assessed the foreign exchange impact associated with the 32M U.K. operations, which utilized the British Pound as its functional currency, and concluded the foreign currency fluctuations were highly immaterial to our financial statements including Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Shareholders’ Equity, and Condensed Consolidated Statement of Cash Flows. The Company will continue to monitor and assess its exposures to foreign exchange fluctuations in future periods. Recently Adopted Accounting Pronouncements Lessor Classification In July 2021, the FASB issued ASU 2021-05, “Lessors – Certain Leases with Variable Lease Payments” which requires lessors to classify leases as operating leases if they have variable lease payments that do not depend on an index or rate and would have selling losses if they were classified as sales-type or direct financing leases. The Company adopted this pronouncement on July 1, 2022. The adoption of this accounting standard did not materially impact the Company’s condensed consolidated financial statements. Accounting for Debt and Equity Instruments In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which simplifies accounting for convertible instruments and the derivatives scope exception for contracts in an entity's own equity and improves and amends the related earnings per share (EPS) guidance. The Company adopted this pronouncement on July 1, 2022. The adoption of this accounting standard did not materially impact the Company’s condensed consolidated financial statements.

LEASES

9 Months Ended

Mar. 31, 2023

Leases [Abstract]

LEASES

Lessee Accounting

The Company has operating leases for office space, warehouses, and office equipment, including those obtained through the 32M acquisition in December 2022. At March 31, 2023, the Company has the following balances recorded in the balance sheet related to its lease arrangements:


($ in thousands)	Balance Sheet Classification	As of March 31, 2023		As of June 30, 2022

Assets:	Operating lease right-of-use assets	$	2,799	$	2,370

Liabilities:
Current	Accrued expenses	$	1,445	$	1,538
Long-term	Operating lease liabilities, non-current	2,641		2,366
Total lease liabilities		$	4,086	$	3,904

Components of lease cost are as follows:


($ in thousands)	Three months ended March 31, 2023	Three months ended March 31, 2022

Operating lease costs*	691	462


($ in thousands)	Nine months ended March 31, 2023	Nine months ended March 31, 2022

Operating lease costs*	1,778	1,347

* Includes short-term lease and variable lease costs, which are not material.

Supplemental cash flow information and non-cash activity related to our leases are as follows:


($ in thousands)	Nine months ended March 31, 2023		Nine months ended March 31, 2022

Supplemental cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities	$	1,793	$	1,257

Non-cash activity:
Lease assets obtained in exchange for new operating lease liabilities	$	—	$	471

Maturities of lease liabilities by fiscal year for our leases are as follows:


($ in thousands)	Operating Leases
Remainder of 2023	$	548
2024	1,449
2025	1,127
2026	1,048
2027	440
Thereafter	$	—
Total lease payments	$	4,612
Less: Imputed interest	(526)
Present value of lease liabilities	$	4,086

During the three months ended March 31, 2023, the Company extended an existing operating lease for an additional 70-months period. The lease extension will commence on October 1, 2023. As such, this was not included in the Operating lease right-of-use assets or liabilities on the Condensed Consolidated Balance Sheets for as of March 31, 2023.

Lessor Accounting

Property and equipment used for the operating lease rental program consisted of the following:


($ in thousands)	March 31, 2023		June 30, 2022
Cost	$	28,182	25,242
Accumulated depreciation	(22,915)		(22,914)
Net	$	5,267	$	2,328

The Company’s net investment in sales-type leases (carrying value of lease receivables) and the future minimum amounts to be collected on these lease receivables as of March 31, 2023 are disclosed within Note 6 - Finance Receivables.

LEASES

Lessee Accounting


($ in thousands)	Balance Sheet Classification	As of March 31, 2023		As of June 30, 2022

Assets:	Operating lease right-of-use assets	$	2,799	$	2,370

Liabilities:
Current	Accrued expenses	$	1,445	$	1,538
Long-term	Operating lease liabilities, non-current	2,641		2,366
Total lease liabilities		$	4,086	$	3,904

Components of lease cost are as follows:


($ in thousands)	Three months ended March 31, 2023	Three months ended March 31, 2022

Operating lease costs*	691	462


($ in thousands)	Nine months ended March 31, 2023	Nine months ended March 31, 2022

Operating lease costs*	1,778	1,347

* Includes short-term lease and variable lease costs, which are not material.

Supplemental cash flow information and non-cash activity related to our leases are as follows:


($ in thousands)	Nine months ended March 31, 2023		Nine months ended March 31, 2022

Supplemental cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities	$	1,793	$	1,257

Non-cash activity:
Lease assets obtained in exchange for new operating lease liabilities	$	—	$	471

Maturities of lease liabilities by fiscal year for our leases are as follows:


($ in thousands)	Operating Leases
Remainder of 2023	$	548
2024	1,449
2025	1,127
2026	1,048
2027	440
Thereafter	$	—
Total lease payments	$	4,612
Less: Imputed interest	(526)
Present value of lease liabilities	$	4,086

Lessor Accounting

Property and equipment used for the operating lease rental program consisted of the following:


($ in thousands)	March 31, 2023		June 30, 2022
Cost	$	28,182	25,242
Accumulated depreciation	(22,915)		(22,914)
Net	$	5,267	$	2,328

REVENUES

9 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

REVENUES

Based on similar operational characteristics, the Company's revenues are disaggregated as follows:


	Three months ended March 31,				Nine months ended March 31,
($ in thousands)	2023		2022		2023		2022
Transaction fees	$	33,389	$	27,509	$	97,076	$	80,704
Subscription fees	17,856		14,634		50,176		43,252
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

Contract Liabilities

The Company’s contract liability (i.e., deferred revenue) balances are as follows:


	Three months ended March 31,		Three months ended March 31,
($ in thousands)	2023		2022

Deferred revenue, beginning of the period	$	1,970	$	1,745
Deferred revenue, end of the period	1,894		1,970
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period	$	94	$	87


	Nine months ended March 31,		Nine months ended March 31,
($ in thousands)	2023		2022

Deferred revenue, beginning of the period	$	1,893	$	1,763
Deferred revenue, end of the period	1,894		1,970
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period	$	319	$	301

The change in the contract liability balances period-over-period is primarily the result of timing difference between the Company’s satisfaction of a performance obligation and payment from the customer.

Contract Costs

At March 31, 2023, the Company had net capitalized costs to obtain contracts of $0.5 million included in Prepaid expenses and other current assets and $2.5 million included in Other noncurrent assets on the Condensed Consolidated Balance Sheet. At June 30, 2022, the Company had net capitalized costs to obtain contracts of $0.5 million included in Prepaid expenses and other current assets and $2.3 million included in Other noncurrent assets on the Condensed Consolidated Balance Sheet. None of these capitalized contract costs were impaired.

During the three and nine months ended March 31, 2023, amortization of capitalized contract costs was $0.2 million and $0.6 million respectively. During the three and nine months ended March 31, 2022, amortization of capitalized contract costs was $0.2 million and $0.5 million respectively.

Future Performance Obligations

The Company will recognize revenue in future periods related to remaining performance obligations for certain open contracts. Generally, these contracts have terms of one year or less. The amount of revenue related to unsatisfied performance obligations in which the original duration of the contract is greater than one year is not significant.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

ACQUISITION

9 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

ACQUISITION

We completed the following acquisitions in fiscal year 2023 and 2022. Financial results of each transaction are included in our consolidated financial statements from the date of each acquisition.

Three Square Market

On December 1, 2022, the Company acquired all of the equity interests of Three Square Market, Inc., a Wisconsin corporation, and Three Square Market Limited, a UK private limited company (collectively "32M") pursuant to an Equity Purchase Agreement. 32M is a leading provider of software and self-service kiosk-based point of sale and payment solutions to the micro market industry and the acquisition expanded the Company's presence in that industry. In addition to new technology and services, due to 32M’s existing customer base, the acquisition expands the Company’s footprint into new global markets.

The Company paid an aggregate consideration of approximately $40.7 million, which consisted of $36.8 million in cash and 1,240,920 shares of the Company's common stock (the "Stock Consideration") with an aggregate fair value of $3.9 million for

the acquisition of 32M. The aggregate cash consideration includes $0.5 million of cash paid into an escrow account for net working capital and other post-closing adjustments. Additionally, the Stock Consideration of 1,240,920 shares ("Escrowed Shares") referred to above were placed into an escrow account to resolve indemnification claims for breach of certain representations and warranties and will be released 50% on the first anniversary of the acquisition date and 50% on the second anniversary of the acquisition date, less any shares that may be returned to Company on account of any indemnity claims. The Escrowed Shares are considered to be issued and outstanding shares of the Company as of the acquisition date.

The company funded the cash consideration of the acquisition by borrowing $25 million of debt from the JPMorgan Credit Facility and the remaining consideration utilizing existing cash on hand.

The acquisition of 32M was accounted for as a business combination using the acquisition method of accounting and which includes the results of operations of the acquired business from the date of acquisition. The purchase price of the acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values using primarily Level 3 inputs under ASC Topic 820, Fair Value Measurement, with the residual of the purchase price recorded as goodwill.

The estimated fair value of the purchase price consideration consisted of the following:


($ in thousands)
Closing cash consideration	$	36,796
Stock Consideration	3,942
Fair value of total consideration transferred	$	40,738

During the three months ended March 31, 2023, the Company reassessed the opening balance of 32M's working capital accounts. We have updated the allocation amounts from the December 31, 2022 balance to account for $0.7 million of liabilities incurred prior to the acquisition but not previously recorded and immaterial adjustments to accounts receivables and other assets. The net impact of these adjustments resulted in an increase to goodwill. The adjustment to the purchase price had no impact on the Company's consolidated results of operations. The following table summarizes the adjusted fair value assigned to the assets acquired and liabilities assumed as of March 31, 2023.


($ in thousands)	Amount
Cash and cash equivalents	$	941
Accounts receivable	2,502
Inventories	1,862
Intangible assets	13,222
Other assets	535
Total identifiable assets acquired	19,062
Accounts payable	(2,457)
Tax liabilities	(1,983)
Total liabilities assumed	(4,440)
Total identifiable net assets	14,622
Goodwill	26,116
Fair value of total consideration transferred	$	40,738

The Company determined the fair value of the identifiable intangible assets acquired with the assistance of third-party valuation consultants. Amounts allocated to identifiable intangible assets included $7.4 million related to developed technology, $5.3 million related to customer relationships, and $0.5 million related to other intangible assets. The fair value of the acquired developed technology was determined using a multi-period excess earnings method. The fair value of the acquired customer relationships was determined using the with-and-without method which estimates the value using the cash flow impact in a scenario where the customer relationships are not in place. The recognized intangible assets will be amortized on a straight-line basis over the estimated useful lives of the respective assets.

Goodwill of $26.1 million arising from the acquisition includes the expected synergies between 32M and the Company and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill, which is deductible for income tax purposes, was assigned to the Company’s only reporting unit.

The above allocation of the purchase price is provisional and is still subject to change within the measurement period as the Company continues to work through valuation of the 32M intangible assets. The final allocation of the purchase price is expected to be completed as soon as practicable, but no later than one year from the date of the acquisition.

The Company recognized $2.8 million of acquisition related costs that were expensed during the nine months ended March 31, 2023. These costs were recorded within Integration and acquisition expenses in the Condensed Consolidated Statements of Operations.

The amount of 32M revenue included in the Company’s Condensed Consolidated Statement of Operations from the acquisition date through March 31, 2023 was $6.6 million. The amount of 32M earnings included in the Company’s Condensed Consolidated Statement of Operations from the acquisition date through March 31, 2023 was $0.4 million.

Supplemental disclosure of pro forma information

The following table presents pro forma information as if the acquisition of 32M had occurred on July 1, 2021. The pro forma information presented combines the historical condensed consolidated results of operations of the Company and 32M after giving effect to the preliminary purchase accounting impact of the 32M acquisition related costs (including, but not limited to, amortization associated with the acquired intangible assets, interest expense associated with the Credit Facility to finance a portion of the purchase price, acquisition related costs) and the alignment of accounting policies. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been made on July 1, 2021, nor are they indicative of any future results. Furthermore, cost savings and other business synergies related to the acquisition are not reflected in the pro forma amounts.


	Three months ended March 31,				Nine months ended March 31,
(In thousands)	2023		2022		2023		2022
Revenues	$	60,356	$	54,620	$	187,806	$	159,285
Net income (loss)	5,832		1,545		(1,808)		(3,981)

The supplemental pro forma for the nine months ended March 31, 2023 was adjusted to exclude $2.8 million of acquisition related costs. The supplemental pro forma for the nine months ended March 31, 2022 was adjusted to include $2.8 million of acquisition related costs, the components of which were previously described.

Yoke Payments

In August 2021, we completed the acquisition of certain assets and liabilities of Delicious Nutritious LLC, doing business as Yoke Payments (“Yoke”), a micro market payments company. The acquisition of Yoke was accounted for as a business combination using the acquisition method of accounting which includes the results of operations of the acquired business from the date of acquisition. The purchase price of the acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values using primarily Level 3 inputs under ASC Topic 820, Fair Value Measurement, with the residual of the purchase price recorded as goodwill.

Through the acquisition, Yoke’s point of sale platform will now extend its offering to provide self-checkout while seamlessly integrating with Cantaloupe’s inventory management and payment processing platforms. We plan to differentiate ourselves by providing a single platform to manage consumer and operational aspects of micro markets, while also integrating multiple service providers for flexibility and ultimate ease to our customers.

The consideration transferred for the acquisition includes payments of $3 million in cash at the close of the transaction and $1 million in deferred cash payment due on or before July 30, 2022 based on the achievement of certain sales growth targets for software licenses. On July 27, 2022, the Company made the cash payment of $1 million in accordance with the requirements of the purchase agreement.

Additionally in connection with the acquisition, the Company will issue common stock to the former owners of Yoke based on the achievement of certain sales growth targets for software licenses through July 31, 2024 and continued employment as of the respective measurement dates. The accounting treatment for these awards in the context of the business combination is to

recognize the awards as a post-combination expense and were not included in the purchase price. We will begin recognizing compensation expense for these awards over the requisite service period when it becomes probable that the performance condition would be satisfied pursuant to ASC 718. At each reporting date, we assess the probability of achieving the sales targets and fulfilling the performance condition. As of March 31, 2023, we determined that it is not probable that the performance condition would be satisfied and, accordingly, have not recognized compensation expense related to these awards for the nine months ended March 31, 2023.

The following table summarizes the total consideration paid for Yoke, total net assets acquired, identifiable assets and goodwill recognized at the acquisition date:


($ in thousands)	Amount
Consideration
Cash	$	2,966
Contingent consideration arrangement	$	1,000
Fair value of total consideration transferred	$	3,966

Recognized amounts of identifiable assets
Total net assets acquired	$	21
Identifiable intangible assets	$	1,235
Total identifiable net assets	$	1,256

Goodwill	$	2,710

Amounts allocated to identifiable intangible assets included $0.9 million related to developed technology, $0.3 million related to customer relationships, and $0.1 million related to other intangible assets. The fair value of the acquired developed technology was determined using a multi-period excess earnings method. The fair value of the acquired customer relationships was determined using the with-and-without method which estimates the value using the cash flow impact in a scenario where the customer relationships are not in place. The recognized intangible assets will be amortized on a straight-line basis over the estimated useful lives of the respective assets.

Goodwill of $2.7 million arising from the acquisition includes the expected synergies between Yoke and the Company and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill, which is deductible for income tax purposes, was assigned to the Company’s only reporting unit.

The above table represents the final allocation of the purchase price. The Company did not record any material adjustment during the 12 months measurement period after the acquisition.

FINANCE RECEIVABLES

9 Months Ended

Mar. 31, 2023

Receivables [Abstract]

FINANCE RECEIVABLES

The Company's finance receivables consist of financed devices under its QuickStart program. Predominately all of the Company’s finance receivables agreements are classified as non-cancellable sixty-month sales-type leases. As of March 31, 2023 and June 30, 2022, finance receivables consist of the following:


($ in thousands)	March 31, 2023		June 30, 2022
Current finance receivables, net	$	7,477	$	6,721
Finance receivables due after one year, net	13,870		14,727
Total finance receivables, net of allowance of $864 and $760, respectively	$	21,347	$	21,448

We collect lease payments from customers primarily as part of the flow of funds from our transaction processing service. Balances are considered past due if customers do not have sufficient transaction revenue to cover the monthly lease payment by the end of the monthly billing period. The Company routinely monitors customer payment performance and uses prior payment performance as a measure to assess the capability of the customer to repay contractual obligations of the lease agreements as scheduled. On an as-needed basis, qualitative information may be taken into consideration if new information arises related to the customer’s ability to repay the lease.

Credit risk for these receivables is continuously monitored by management and reflected within the allowance for finance receivables by aggregating leases with similar risk characteristics into pools that are collectively assessed. Because the Company’s lease contracts generally have similar terms, customer characteristics around transaction processing volume and sales were used to disaggregate the leases. Our key credit quality indicator is the amount of transaction revenue we process for each customer relative to their lease payment due, as we consider this customer characteristic to be the strongest predictor of the risk of customer default. Customers with low processing volume or with transaction sales that are insufficient to cover the lease payment are considered to be at a higher risk of customer default.

Customers are pooled based on their ratio of gross sales to required monthly lease obligations. We categorize outstanding receivables into two categories: high ratio customers (customers who have adequate transaction processing volumes sufficient to cover monthly fees) and low ratio customers (customers that do not consistently have adequate transaction processing volumes sufficient to cover monthly fees). Using these two categories, we performed an analysis of historical write-offs to calculate reserve percentages by aging buckets for each category of customer.

At March 31, 2023, the gross lease receivable by current payment performance on a contractual basis and year of origination consisted of the following:


	Leases by Origination
($ in thousands)	Up to 1 Year Ago		Between 1 and 2 Years Ago		Between 2 and 3 Years Ago		Between 3 and 4 Years Ago		Between 4 and 5 Years Ago		More than 5 Years Ago		Total
Current	$	8,570	$	5,538	$	2,312	$	1,814	$	1,706	$	30	$	19,970
30 days and under	72		83		59		69		64		16		363
31-60 days	12		42		29		55		61		14		213
61-90 days	7		30		33		48		58		15		191
Greater than 90 days	27		169		98		393		632		155		1,474
Total finance receivables	$	8,688	$	5,862	$	2,531	$	2,379	$	2,521	$	230	$	22,211

At June 30, 2022, the gross lease receivable by current payment performance on a contractual basis and year of origination consisted of the following:


	Leases by Origination
($ in thousands)	Up to 1 Year Ago		Between 1 and 2 Years Ago		Between 2 and 3 Years Ago		Between 3 and 4 Years Ago		Between 4 and 5 Years Ago		More than 5 Years Ago		Total
Current	$	7,451	$	5,047	$	2,758	$	2,593	$	2,807	$	103	$	20,759
30 days and under	18		10		32		56		94		3		213
31-60 days	25		23		26		58		100		—		232
61-90 days	25		14		20		46		91		—		196
Greater than 90 days	41		47		97		232		391		—		808
Total finance receivables	$	7,560	$	5,141	$	2,933	$	2,985	$	3,483	$	106	$	22,208

At March 31, 2023, credit quality indicators by year of origination consisted of the following:


	Leases by Origination
($ in thousands)	Up to 1 Year Ago		Between 1 and 2 Years Ago		Between 2 and 3 Years Ago		Between 3 and 4 Years Ago		Between 4 and 5 Years Ago		More than 5 Years Ago		Total
High ratio customers	$	8,661	$	5,576	$	2,219	$	1,837	$	1,786	$	64	$	20,143
Low ratio customers	27		286		312		542		735		166		2,068
Total finance receivables	$	8,688	$	5,862	$	2,531	$	2,379	$	2,521	$	230	$	22,211

At June 30, 2022, credit quality indicators by year of origination consisted of the following:


	Leases by Origination
($ in thousands)	Up to 1 Year Ago		Between 1 and 2 Years Ago		Between 2 and 3 Years Ago		Between 3 and 4 Years Ago		Between 4 and 5 Years Ago		More than 5 Years Ago		Total
High ratio customers	$	7,498	$	4,853	$	2,688	$	2,623	$	2,950	$	102	$	20,714
Low ratio customers	62		288		245		362		533		4		1,494
Total finance receivables	$	7,560	$	5,141	$	2,933	$	2,985	$	3,483	$	106	$	22,208

The following table represents a rollforward of the allowance for finance receivables for the three and nine months ending March 31, 2023 and 2022:


	Three months ended March 31,		Three months ended March 31,
($ in thousands)	2023		2022

Balance, beginning of period	$	864	$	1,062
Provision for expected losses	—		225
Write-offs	—		(138)
Balance, end of period	$	864	$	1,149


	Nine months ended March 31,		Nine months ended March 31,
($ in thousands)	2023		2022

Balance, beginning of period	$	760	$	1,109
Provision for expected losses	392		425
Write-offs	(288)		(385)
Balance, end of period	$	864	$	1,149

Cash to be collected on our performing finance receivables due for each of the fiscal years are as follows:


($ in thousands)
2023 (remaining 3 months)	$	2,690
2024	7,570
2025	5,965
2026	4,546
2027	2,754
Thereafter	793
Total amounts to be collected	24,318
Less: interest	(2,107)
Less: allowance for receivables	(864)
Total finance receivables	$	21,347

ACCOUNTS RECEIVABLE

9 Months Ended

Mar. 31, 2023

Receivables [Abstract]

ACCOUNTS RECEIVABLE

Accounts receivable primarily include amounts due to the Company for sales of equipment and subscription fees, settlement receivables for amounts due from third-party payment processors and receivables from contract manufacturers, net of the allowance for credit losses. Accounts receivable, net of the allowance for uncollectible accounts were $29.2 million as of March 31, 2023 and $37.7 million as of June 30, 2022. Accounts receivable from one contract manufacturer represented 16% of accounts receivable as of June 30, 2022. This contract manufacturer did not have a material balance as of March 31, 2023.

Concentrations

Accounts receivable with the Company's largest customer represented 6% and 17% of accounts receivable, net of allowance as of March 31, 2023 and June 30, 2022 respectively.

Allowance for credit losses

The Company maintains an allowance for credit losses resulting from the inability of its customers to make required payments, including from a shortfall in the customer transaction fund flow from which the Company would normally collect amounts due. The allowance is calculated under an expected loss model. We estimate our allowance using an aging analysis of the receivables balances, primarily based on historical loss experience. Furthermore, current conditions are analyzed on a quarterly basis as we reassess whether our receivables continue to exhibit similar risk characteristics as the prior measurement date, and determine if the reserve calculation needs to be adjusted for new developments, such as a customer’s inability to meet its financial obligations. The Company writes off receivable balances against the allowance for credit losses when management determines the balance is uncollectible and the Company ceases collection efforts.

The following table represents a rollforward of the allowance for credit losses for the three and nine months ending March 31, 2023 and 2022:


	Three months ended March 31,
($ in thousands)	2023		2022
Balance, beginning of period	$	10,122	$	7,161
Provision for expected losses	296		981
Write-offs	—		(1,022)
Balance, end of period	$	10,418	$	7,120


	Nine months ended March 31,
($ in thousands)	2023		2022
Balance, beginning of period	$	9,328	$	6,614
Provision for expected losses	1,431		2,094


Write-offs	(341)		(1,588)
Balance, end of period	$	10,418	$	7,120

EARNINGS (LOSS) PER SHARE CALCULATION

9 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER SHARE CALCULATION

Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share, applicable only to years ended with reported income, is computed by dividing net income by the weighted average number of common shares outstanding during the period plus the dilutive effect of outstanding stock options and restricted stock-based awards using the treasury stock method. The calculation of basic and diluted earnings (loss) per share is presented below:


	Three months ended March 31,
($ in thousands, except per share data)	2023		2022

Numerator for basic and diluted earnings (loss) per share
Net earnings	$	6,948	$	2,136
Preferred dividends	(289)		(334)
Net earnings applicable to common shareholders	6,659		1,802

Denominator for basic earnings (loss) per share - Weighted average shares outstanding	72,491,373		71,083,044
Effect of dilutive potential common shares	374,848		403,674
Denominator for diluted loss per share - Adjusted weighted average shares outstanding	72,866,221		71,486,718

Basic and diluted earnings per share	$	0.09	$	0.03


	Nine months ended March 31,
($ in thousands, except per share data)	2023		2022

Numerator for basic and diluted loss per share
Net earnings (loss)	$	(2,199)	$	377
Preferred dividends	(623)		(668)
Net earnings (loss) applicable to common shareholders	(2,822)		(291)

Denominator for basic loss per share - Weighted average shares outstanding	71,771,135		71,076,022
Effect of dilutive potential common shares	—		—
Denominator for diluted loss per share - Adjusted weighted average shares outstanding	71,771,135		71,076,022

Basic and diluted loss per share	$	(0.04)	$	—

For the three month ended March 31, 2023, approximately 4.5 million of anti-dilutive shares were excluded from the computation of diluted earnings per share. For the nine months ended March 31, 2023, approximately 4.9 million anti-dilutive shares were excluded from the calculation of diluted loss per share. Anti-dilutive shares excluded from the calculation of diluted loss per share were approximately 5 million for the three and nine months ended March 31, 2022.

GOODWILL AND INTANGIBLES

9 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLES

GOODWILL AND INTANGIBLESIntangible asset balances and goodwill consisted of the following:


	As of March 31, 2023
($ in thousands)	Gross		Accumulated Amortization		Net		Amortization Period
Intangible assets:
Brand and tradenames	$	2,226	$	(1,377)	$	849	1 - 7 years
Developed technology	19,267		(10,678)		8,589		5 - 6 years
Customer relationships	24,592		(6,213)		18,379		5 - 18 years
Total intangible assets	$	46,085	$	(18,268)	$	27,817

Goodwill	92,772		—		92,772		Indefinite


	As of June 30, 2022
($ in thousands)	Gross		Accumulated Amortization		Net		Amortization Period
Intangible assets:
Brand and tradenames	1,705		(1,133)		572		1 - 7 years
Developed technology	11,819		(8,761)		3,058		5 - 6 years
Customer relationships	19,339		(5,022)		14,317		10 - 18 years
Total intangible assets	$	32,863	$	(14,916)	$	17,947

Goodwill	66,656		—		66,656		Indefinite

The weighted-average remaining useful life of the finite-lived intangible assets was 16.6 years as of March 31, 2023, of which the weighted-average remaining useful life for the brand and trade names was 2.2 years, for the developed technology was 4.1 years, and for the customer relationships was 10.3 years.

During the three and nine months ended March 31, 2023, the Company recognized $1.7 million and $3.4 million, respectively, in amortization expense related to intangible assets. The Company recognized $26.1 million in goodwill and $13.2 million in newly acquired intangible assets in association with the 32M acquisition as referenced in Note 5 - Acquisition.

During the three and nine months ended March 31, 2022, the Company recognized $0.8 million and $2.5 million, respectively, in amortization expense related to intangible assets. The Company recognized $2.7 million in goodwill and $1.2 million in newly acquired intangible assets in association with the Yoke acquisition as referenced in Note 5 - Acquisition.

The Company performs an annual goodwill impairment test on April 1 and more frequently if events and circumstances indicate that the asset might be impaired. The Company has determined that there is a single reporting unit for purposes of testing goodwill for impairment. During the three and nine months ended March 31, 2023 and March 31, 2022, the Company did not recognize any impairment charges related to goodwill.

DEBT AND OTHER FINANCING ARRANGEMENTS

9 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

DEBT AND OTHER FINANCING ARRANGEMENTS

The Company's debt and other financing arrangements as of March 31, 2023 and June 30, 2022 consisted of the following:


	As of March 31,		As of June 30,
($ in thousands)	2023		2022

JPMorgan Credit Facility*	39,250		14,813
Other obligations	53		70
Less: unamortized issuance costs and debt discount	(202)		(261)
Total	39,101		14,622
Less: debt and other financing arrangements, current	(787)		(692)
Debt and other financing arrangements, noncurrent	$	38,314	$	13,930

* See discussion below on amendment to the JPMorgan Credit Facility.

Details of interest income (expense) presented on the Condensed Consolidated Statements of Operations are as follows:


	Three months ended				Nine months ended
	March 31,				March 31,
($ in thousands)	2023		2022		2023		2022
JPMorgan Credit Facility*	1,142		221		1,733		679
Other interest income	(879)		(1,073)		(475)		(579)
Total interest (income) expense, net	$	263	$	(852)	$	1,258	$	100

JPMorgan Chase Bank Credit Agreement

JP Morgan Agreement dated August 14, 2020 and amendment dated March 2, 2021

On August 14, 2020, the Company repaid all amounts outstanding under the $30.0 million senior secured term loan facility (“2020 Antara Term Facility”) with Antara Capital Master Fund LP (“Antara”) and entered into a credit agreement (the "2021 JPMorgan Credit Agreement") with JPMorgan Chase Bank, N.A ("JPMorgan").

The 2021 JPMorgan Credit Agreement provides for a $5 million secured revolving credit facility (the “2021 JPMorgan Revolving Facility”) and a $15 million secured term facility (the “2021 JPMorgan Secured Term Facility” and together with the 2021 JPMorgan Revolving Facility, as amended, the “2021 JPMorgan Credit Facility”), which included an uncommitted expansion feature that allowed the Company to increase the total revolving commitments and/or add new tranches of term loans in an aggregate amount not to exceed $5 million.

The 2021 JPMorgan Credit Facility has a three year maturity, with interest determined, at the Company’s option, on a base rate of LIBOR or Prime Rate plus an applicable spread tied to the Company’s total leverage ratio and having ranges between 2.75% and 3.75% for Prime rate loans and between 3.75% and 4.75% for LIBOR rate loans. In the event of default, the interest rate may be increased by 2.00%. The 2021 JPMorgan Credit Facility carries a commitment fee of 0.50% per annum on the unused portion. From August 14, 2020 through March 2, 2021, the applicable interest rate was Prime Rate plus 3.75%. On March 2, 2021, the Company entered into an amendment (the “First Amendment”) to the 2021 JPMorgan Credit Facility lowering the interest rate charged to the Company. In conjunction with the First Amendment, the Company elected to convert its loans to a Eurodollar borrowing which is subject to a LIBOR based interest rate.

The Company’s obligations under the 2021 JPMorgan Credit Facility were secured by first priority security interests in substantially all of the assets of the Company. The 2021 JPMorgan Credit Agreement included customary representations, warranties and covenants, and acceleration, indemnity and events of default provisions, including a financial covenant requiring the Company to maintain an adjusted quick ratio of not less than 2.75 to 1.00 beginning January 1, 2021, and not less than 3.00 to 1.00 beginning April 1, 2021, and a financial covenant requiring the Company to maintain, as of the end of each of its fiscal quarters commencing with the fiscal quarter ended December 31, 2021, a total leverage ratio of not greater than 3.00 to 1.00.

JP Morgan amended and restated Credit Agreement dated March 17, 2022

On March 17, 2022, the Company entered into an amended and restated credit agreement with JPMorgan Chase Bank, N.A. which provided for a $15 million secured revolving credit facility (the “Amended Revolving Facility”) and a $25 million secured term facility (the “Amended Secured Term Facility” and together with the Amended Revolving Facility, the “Amended JPMorgan Credit Facility”), and fully replaced our previous 2021 JPMorgan Credit Facility. The Amended Secured Term Facility includes a $10 million increase from the 2021 JPMorgan Secured Term Facility which is available for a period of up to twelve months following the Closing Date.

On December 1, 2022, the Company entered into a first amendment (the “2022 Amendment”) to its Amended and Restated Credit Agreement, dated as of March 17, 2022, which, among other things, amended the definition of the Company’s EBITDA under the Credit Agreement. On December 1, 2022, the Company borrowed an additional $25 million under the Amended JPMorgan Credit Facility to partially fund the cash consideration of the 32M acquisition as referenced in Note 5 - Acquisition.

The Amended JPMorgan Credit Facility has a four year maturity. Interest on the Amended JPMorgan Credit Facility will be based, at the Company’s option, on a base rate or SOFR plus an applicable margin tied to the Company’s total leverage ratio and having ranges of between 2.50% and 3.00% for base rate loans and between 3.50% and 4.00% for SOFR loans; provided that until June 30, 2022 the applicable margin shall be 2.75% for base rate loans and 3.75% for SOFR loans. Subject to the

occurrence of a material acquisition and the Company’s total leverage ratio exceeding 3.00 to 1.00, the interest rate on the loans may increase by 0.25%. In an event of default, the interest rate may be increased by 2.00%. The Amended JPMorgan Credit Facility will also carry a commitment fee of 0.50% per annum on the unused portion. As of March 31, 2023, the applicable interest rate for the Amended JPMorgan Credit Facility is approximately 8.8%.

The Amended JPMorgan Credit Facility includes customary representations, warranties and covenants, and acceleration, indemnity and events of default provisions, including, among other things, two financial covenants. One financial covenant requires the Company to maintain, at all times, a total leverage ratio of not more than 3.00 to 1.00 on the last day of any fiscal quarter. The other financial covenant is conditional on a material acquisition occurring: if a material acquisition occurs, the Company is required to maintain a total leverage ratio not greater than 4.00 to 1.00 for the next four fiscal quarters following the material acquisition.

The Amended Secured Term Facility was accounted for as a modification of the 2021 JPMorgan Secured Term Facility. The previously unamortized debt issuance costs remain capitalized, the new fees paid to the creditor were capitalized, and allocated third-party costs incurred allocated to the term facility were charged to expense. We have also evaluated that the borrowing capacity of the Amended Revolving Facility is greater than the borrowing capacity of the 2021 JPMorgan Revolving Facility. The previously unamortized debt issuance costs remain capitalized, the new fees paid to the creditor and allocated third-party costs were capitalized. The Company capitalized $0.3 million of issuance costs related to the Amended JPMorgan Credit Facility during the year-ended June 30, 2022. The Company was in compliance with its financial covenants for the Amended JPMorgan Credit Facility as of March 31, 2023.

References to "JPMorgan Credit Facility" in the Condensed Consolidated Financial Statements and related notes, Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of the Form 10-Q specifically refers to the 2021 JPMorgan Credit Facility prior to March 17, 2022 and to the Amended JPMorgan Credit Facility subsequent to and as of March 17, 2022.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

ACCRUED EXPENSES

9 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

ACCRUED EXPENSES

Accrued expenses consisted of the following as of March 31, 2023 and June 30, 2022:


	As of March 31,		As of June 30,
($ in thousands)	2023		2022

Sales tax reserve	$	13,172	$	14,694
Accrued compensation and related sales commissions	2,483		3,289
Operating lease liabilities, current	1,445		1,538
Accrued professional fees	5,185		4,200
Accrued taxes and filing fees payable	1,349		2,036
Contingent consideration arrangement for the Yoke acquisition*	—		1,000
Other accrued expenses	1,656		1,397
Consideration withheld in escrow for the 32M acquisition*	442		—
Total accrued expenses	$	25,732	$	28,154

* See Note 5 - Acquisition for description of the arrangement.

INCOME TAXES	9 Months Ended
INCOME TAXES	Mar. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXESFor the three months ended March 31, 2023, the Company recorded an income tax provision of $0.1 million. For the nine months ended March 31, 2023, the Company recorded an income tax provision of $0.1 million. As of March 31, 2023, the Company reviewed the existing deferred tax assets and continues to record a full valuation against its deferred tax assets. The income tax provision primarily relates to state income and franchise taxes and deferred taxes related to indefinite lived intangibles. As of March 31, 2023, the Company had a total unrecognized income tax benefit of $0.7 million. The provision is based upon actual loss before income taxes for the nine months ended March 31, 2023, as the use of an estimated annual effective income tax rate does not provide a reliable estimate of the income tax provision. For the three months ended March 31, 2022, the Company recorded an income tax provision of $0.04 million. For the nine months ended March 31, 2022, the Company recorded an income tax provision of $0.2 million. As of March 31, 2022, the Company reviewed the existing deferred tax assets and continues to record a full valuation against its deferred tax assets. The income tax provisions primarily relate to the Company's uncertain tax positions, as well as state income and franchise taxes. As of March 31, 2022, the Company had a total unrecognized income tax benefit of $0.5 million. The provision is based upon actual loss before income taxes for the nine months ended March 31, 2022, as the use of an estimated annual effective income tax rate does not provide a reliable estimate of the income tax provision.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

EQUITY

9 Months Ended

Mar. 31, 2023

Equity [Abstract]

EQUITY

STOCK OPTIONS

The Company estimates the grant date fair value of the stock options with service conditions (i.e., a condition that requires an employee to render services to the Company for a stated period of time to vest) it grants using a Black-Scholes valuation model. The Company’s assumption for expected volatility is based on its historical volatility data related to market trading of its own common stock. The Company uses the simplified method to determine expected term, as the Company does not have adequate historical exercise and forfeiture behavior on which to base the expected life assumption. The dividend yield assumption is based on dividends expected to be paid over the expected life of the stock option. The risk-free interest rate assumption is determined by using the U.S. Treasury rates of the same period as the expected option term of each stock option.

The fair value of options granted during the nine months ended March 31, 2023 and 2022 were determined using the following assumptions and includes only options with an established grant date under ASC 718:


	Nine months ended March 31,
		2023			2022
Expected volatility (percent)		74.6% - 77.6%			73.2% - 73.6%
Weighted average expected life (years)		4.4 - 4.6			4.5
Dividend yield (percent)		0.0		%	0.0		%
Risk-free interest rate (percent)		2.7% - 4.1%			1.0% - 1.2%
Number of options granted		1,720,000			777,000
Weighted average exercise price		$	4.61		$	9.28
Weighted average grant date fair value		$	2.89		$	5.34

Stock based compensation related to stock options with an established grant date for the three and nine months ended March 31, 2023 was $1.1 million and $2.7 million, respectively, and for the three and nine months ended March 31, 2022 was $0.9 million and $2.3 million, respectively.

Performance based awards

The Company has awarded stock options to certain executives which vest each year over a three to four year period. These stock options are subject to the achievement of performance goals to be established by the Company's Board for each fiscal year.

The Compensation Committee of the Board of Directors has established the performance metrics as a price target for the trading price of the Company’s common stock in each applicable fiscal year. The price target is achieved if the average closing price of the common stock during any consecutive 30-trading-day period during the applicable fiscal year meets or exceeds: (i) $10.50 in the case of fiscal year 2021; (ii) $13.50 in the case of fiscal year 2022; (iii) $16.50 in the case of fiscal year 2023; and (iv) $19.50 in the case of fiscal year 2024. If at least 80% of the performance goals for an applicable fiscal year are achieved, the Compensation Committee may determine that the portion of the option eligible to vest based on such fiscal year’s performance will vest on a prorated basis. In so determining, the Compensation Committee will consider the Company’s performance relative to its market competitors and any other considerations deemed relevant by the Compensation Committee. The Compensation Committee’s guideline is generally that for every percentage point the achieved price falls below the price target, the percentage of the performance options eligible to vest in respect of the applicable fiscal year should be reduced by 2%, but the Compensation Committee may vary this formula in its sole discretion.

For these performance based awards that provide discretion to the Compensation Committee, a mutual understanding of the key terms and conditions between the Company and the employees have not yet been met and a "Grant Date" as defined in ASC Topic 718 Compensation — Stock Compensation, has not been established. When the service period begins prior to the grant date, the Company begins recognizing compensation cost before there is a grant date. The Company estimates the award's fair value at each reporting period for these equity classified awards, until the grant date, utilizing a Monte Carlo simulation valuation model. We did not recognize any additional expenses during the three months ended March 31, 2023. The total benefit recognized for the nine months ended March 31, 2023 for these awards was $(1.1) million, as a result of reversing unvested grants for terminated executives during the period. The total expense recognized for the three and nine months ended March 31, 2022 for these awards was $0.1 million and $1.0 million, respectively.

COMMON STOCK AWARDS

Two employees of Hudson Executive, a greater than 10% shareholder and a related party of the Company, entered into consulting agreements with the Company in August and September of 2020, respectively, under which the consultants provided financial and strategic analysis and advisory services to the Company's CEO through July 31, 2021. As consideration for the services, in March 2021 the consultants were granted a total of 80,000 restricted stock units. In September 2021, the Company extended these consulting agreements through July 31, 2022 and, in connection therewith, the consultants were granted an additional 20,000 restricted stock units. On February 2, 2022, the Board of Directors of the Company appointed one of the above mentioned employees of Hudson Executive as a director of the Company, effective immediately. In connection with the appointment to the Board, the consulting agreement for that individual was terminated, effective February 2, 2022. The total expense recognized for the three and nine months ended March 31, 2023 and 2022 for these consulting agreements was immaterial.

The total expense recognized for common stock awards for the three and nine months ended March 31, 2023 was $0.3 million and $1.3 million, respectively, and for the three and nine months ended March 31, 2022 was $0.5 million and $1.3 million, respectively.

PREFERRED STOCK

During the nine months ended March 31, 2023, the Company retired 59,281 shares of its Series A convertible preferred stock that it purchased for an aggregate amount of approximately $2.5 million.

The repurchase transaction was primarily accounted for as an extinguishment of preferred stock and recorded as a decrease to the carrying value of the preferred stock in the amount of $0.5 million and common stock of $1.7 million for an aggregate amount of $2.2 million that was included within the Cash flows from financing activities in the Condensed Consolidated Statements of Cash Flows.

The remaining $0.3 million was deemed to be an amount in excess of the fair value of the preferred stock and was recorded within Operating expenses in the Condensed Consolidated Statements of Operations and Cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES LITIGATION We are a party to litigation and other proceedings that arise in the ordinary course of our business. These types of matters could result in fines, penalties, compensatory or treble damages or non-monetary sanctions or relief. In accordance with the accounting guidance for contingencies, we reserve for litigation claims and assessments asserted or threatened against us when a loss is probable and the amount of the loss can be reasonably estimated. We cannot predict the outcome of legal or other proceedings with certainty. Securities and Exchange Commission ("SEC") Inquiries and Settlement In fiscal year 2019, the USA Technologies Audit Committee, with the assistance of independent legal and forensic accounting advisors, conducted an internal investigation of then-current and prior period matters relating to certain contractual arrangements, including the accounting treatment, financial reporting and internal controls related to such arrangements (the “2019 Investigation”). During the quarter, the Company entered into a preliminary settlement agreement with the SEC to resolve its investigation of these legacy matters. If approved by the SEC, the Company anticipates that this resolution will entail a financial payment no more than $1 million higher than the amount previously accrued. As of March 31, 2023, we fully reserved for the settlement. During the quarter, the Company received a $2.0 million insurance reimbursement for legal fees and expenses incurred in connection with the 2019 Investigation. The insurance reimbursement was recorded as a reduction of "Investigation, proxy and restatement expenses, net of insurance recoveries" on the Company's Condensed Consolidated Statement of Operations. The Company has entered into various operating lease obligations. See Note 3 - Leases for additional information. Purchase Commitments As of March 31, 2023, the Company had firm commitments to purchase inventory of approximately $7.4 million over the next year.

RELATED PARTY TRANSACTIONS	9 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS A member of our Board of Directors serves as a strategic advisor to a consulting firm that we utilize for payments analytics and advisory services. These services are utilized by the Company to reduce the cost of our interchange and other processing fees charged by payment processors and credit card networks. As consideration for the services, we pay the consulting firm a success fee based on the savings realized by the Company, and a recurring monthly subscription fee for the analytical services. The total expense recognized within Cost of subscription and transaction fees for the three and nine months ended March 31, 2023 for these arrangements was $0.1 million and $0.2 million, respectively. The total expense recognized within Cost of subscription and transaction fees for the three and nine months ended March 31, 2022 for these arrangements was $0.3 million and $1.1 million respectively. See Note 13 - Equity for information on transactions relating to Hudson Executive.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation and Preparation	Basis of Presentation and Preparation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements and therefore should be read in conjunction with the Company’s June 30, 2022 Annual Report on Form 10-K. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments considered necessary for a fair statement of financial results for the interim period. Operating results for the three and nine months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, 2023. Actual results could differ from estimates. The balance sheet at June 30, 2022 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The Company operates as one operating segment because its chief operating decision maker, who is the Chief Executive Officer, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. The Company assessed the foreign exchange impact associated with the 32M U.K. operations, which utilized the British Pound as its functional currency, and concluded the foreign currency fluctuations were highly immaterial to our financial statements including Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Shareholders’ Equity, and Condensed Consolidated Statement of Cash Flows. The Company will continue to monitor and assess its exposures to foreign exchange fluctuations in future periods.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements Lessor Classification In July 2021, the FASB issued ASU 2021-05, “Lessors – Certain Leases with Variable Lease Payments” which requires lessors to classify leases as operating leases if they have variable lease payments that do not depend on an index or rate and would have selling losses if they were classified as sales-type or direct financing leases. The Company adopted this pronouncement on July 1, 2022. The adoption of this accounting standard did not materially impact the Company’s condensed consolidated financial statements. Accounting for Debt and Equity Instruments In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which simplifies accounting for convertible instruments and the derivatives scope exception for contracts in an entity's own equity and improves and amends the related earnings per share (EPS) guidance. The Company adopted this pronouncement on July 1, 2022. The adoption of this accounting standard did not materially impact the Company’s condensed consolidated financial statements.

LEASES (Tables)

9 Months Ended

Mar. 31, 2023

Leases [Abstract]

Assets and Liabilities

At March 31, 2023, the Company has the following balances recorded in the balance sheet related to its lease arrangements:


($ in thousands)	Balance Sheet Classification	As of March 31, 2023		As of June 30, 2022

Assets:	Operating lease right-of-use assets	$	2,799	$	2,370

Liabilities:
Current	Accrued expenses	$	1,445	$	1,538
Long-term	Operating lease liabilities, non-current	2,641		2,366
Total lease liabilities		$	4,086	$	3,904

Lease Costs

Components of lease cost are as follows:


($ in thousands)	Three months ended March 31, 2023	Three months ended March 31, 2022

Operating lease costs*	691	462


($ in thousands)	Nine months ended March 31, 2023	Nine months ended March 31, 2022

Operating lease costs*	1,778	1,347

* Includes short-term lease and variable lease costs, which are not material.

Supplemental cash flow information and non-cash activity related to our leases are as follows:


($ in thousands)	Nine months ended March 31, 2023		Nine months ended March 31, 2022

Supplemental cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities	$	1,793	$	1,257

Non-cash activity:
Lease assets obtained in exchange for new operating lease liabilities	$	—	$	471

Maturities of Lease Liabilities, Operating Leases

Maturities of lease liabilities by fiscal year for our leases are as follows:


($ in thousands)	Operating Leases
Remainder of 2023	$	548
2024	1,449
2025	1,127
2026	1,048
2027	440
Thereafter	$	—
Total lease payments	$	4,612
Less: Imputed interest	(526)
Present value of lease liabilities	$	4,086

Property, Plant, and Equipment, Lessor Asset under Operating Lease

Property and equipment used for the operating lease rental program consisted of the following:


($ in thousands)	March 31, 2023		June 30, 2022
Cost	$	28,182	25,242
Accumulated depreciation	(22,915)		(22,914)
Net	$	5,267	$	2,328

REVENUES (Tables)

9 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

Based on similar operational characteristics, the Company's revenues are disaggregated as follows:


	Three months ended March 31,				Nine months ended March 31,
($ in thousands)	2023		2022		2023		2022
Transaction fees	$	33,389	$	27,509	$	97,076	$	80,704
Subscription fees	17,856		14,634		50,176		43,252
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

Contract Liabilities

The Company’s contract liability (i.e., deferred revenue) balances are as follows:


	Three months ended March 31,		Three months ended March 31,
($ in thousands)	2023		2022

Deferred revenue, beginning of the period	$	1,970	$	1,745
Deferred revenue, end of the period	1,894		1,970
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period	$	94	$	87


	Nine months ended March 31,		Nine months ended March 31,
($ in thousands)	2023		2022

Deferred revenue, beginning of the period	$	1,893	$	1,763
Deferred revenue, end of the period	1,894		1,970
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period	$	319	$	301

ACQUISITION (Tables)

9 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisition

The estimated fair value of the purchase price consideration consisted of the following:


($ in thousands)
Closing cash consideration	$	36,796
Stock Consideration	3,942
Fair value of total consideration transferred	$	40,738

The following table summarizes the adjusted fair value assigned to the assets acquired and liabilities assumed as of March 31, 2023.


($ in thousands)	Amount
Cash and cash equivalents	$	941
Accounts receivable	2,502
Inventories	1,862
Intangible assets	13,222
Other assets	535
Total identifiable assets acquired	19,062
Accounts payable	(2,457)
Tax liabilities	(1,983)
Total liabilities assumed	(4,440)
Total identifiable net assets	14,622
Goodwill	26,116
Fair value of total consideration transferred	$	40,738

The following table summarizes the total consideration paid for Yoke, total net assets acquired, identifiable assets and goodwill recognized at the acquisition date:


($ in thousands)	Amount
Consideration
Cash	$	2,966
Contingent consideration arrangement	$	1,000
Fair value of total consideration transferred	$	3,966

Recognized amounts of identifiable assets
Total net assets acquired	$	21
Identifiable intangible assets	$	1,235
Total identifiable net assets	$	1,256

Goodwill	$	2,710

Schedule of Pro Forma Operations Results


	Three months ended March 31,				Nine months ended March 31,
(In thousands)	2023		2022		2023		2022
Revenues	$	60,356	$	54,620	$	187,806	$	159,285
Net income (loss)	5,832		1,545		(1,808)		(3,981)

FINANCE RECEIVABLES (Tables)

9 Months Ended

Mar. 31, 2023

Receivables [Abstract]

Schedule of Finance Receivables

As of March 31, 2023 and June 30, 2022, finance receivables consist of the following:


($ in thousands)	March 31, 2023		June 30, 2022
Current finance receivables, net	$	7,477	$	6,721
Finance receivables due after one year, net	13,870		14,727
Total finance receivables, net of allowance of $864 and $760, respectively	$	21,347	$	21,448

Schedule of Credit Quality Indicators

At March 31, 2023, the gross lease receivable by current payment performance on a contractual basis and year of origination consisted of the following:


	Leases by Origination
($ in thousands)	Up to 1 Year Ago		Between 1 and 2 Years Ago		Between 2 and 3 Years Ago		Between 3 and 4 Years Ago		Between 4 and 5 Years Ago		More than 5 Years Ago		Total
Current	$	8,570	$	5,538	$	2,312	$	1,814	$	1,706	$	30	$	19,970
30 days and under	72		83		59		69		64		16		363
31-60 days	12		42		29		55		61		14		213
61-90 days	7		30		33		48		58		15		191
Greater than 90 days	27		169		98		393		632		155		1,474
Total finance receivables	$	8,688	$	5,862	$	2,531	$	2,379	$	2,521	$	230	$	22,211

At June 30, 2022, the gross lease receivable by current payment performance on a contractual basis and year of origination consisted of the following:


	Leases by Origination
($ in thousands)	Up to 1 Year Ago		Between 1 and 2 Years Ago		Between 2 and 3 Years Ago		Between 3 and 4 Years Ago		Between 4 and 5 Years Ago		More than 5 Years Ago		Total
Current	$	7,451	$	5,047	$	2,758	$	2,593	$	2,807	$	103	$	20,759
30 days and under	18		10		32		56		94		3		213
31-60 days	25		23		26		58		100		—		232
61-90 days	25		14		20		46		91		—		196
Greater than 90 days	41		47		97		232		391		—		808
Total finance receivables	$	7,560	$	5,141	$	2,933	$	2,985	$	3,483	$	106	$	22,208

At March 31, 2023, credit quality indicators by year of origination consisted of the following:


	Leases by Origination
($ in thousands)	Up to 1 Year Ago		Between 1 and 2 Years Ago		Between 2 and 3 Years Ago		Between 3 and 4 Years Ago		Between 4 and 5 Years Ago		More than 5 Years Ago		Total
High ratio customers	$	8,661	$	5,576	$	2,219	$	1,837	$	1,786	$	64	$	20,143
Low ratio customers	27		286		312		542		735		166		2,068
Total finance receivables	$	8,688	$	5,862	$	2,531	$	2,379	$	2,521	$	230	$	22,211

At June 30, 2022, credit quality indicators by year of origination consisted of the following:


	Leases by Origination
($ in thousands)	Up to 1 Year Ago		Between 1 and 2 Years Ago		Between 2 and 3 Years Ago		Between 3 and 4 Years Ago		Between 4 and 5 Years Ago		More than 5 Years Ago		Total
High ratio customers	$	7,498	$	4,853	$	2,688	$	2,623	$	2,950	$	102	$	20,714
Low ratio customers	62		288		245		362		533		4		1,494
Total finance receivables	$	7,560	$	5,141	$	2,933	$	2,985	$	3,483	$	106	$	22,208

Financing Receivable, Allowance for Credit Loss

The following table represents a rollforward of the allowance for finance receivables for the three and nine months ending March 31, 2023 and 2022:


	Three months ended March 31,		Three months ended March 31,
($ in thousands)	2023		2022

Balance, beginning of period	$	864	$	1,062
Provision for expected losses	—		225
Write-offs	—		(138)
Balance, end of period	$	864	$	1,149


	Nine months ended March 31,		Nine months ended March 31,
($ in thousands)	2023		2022

Balance, beginning of period	$	760	$	1,109
Provision for expected losses	392		425
Write-offs	(288)		(385)
Balance, end of period	$	864	$	1,149

Schedule of Cash To Be Collected On Performing Financing Receivable

Cash to be collected on our performing finance receivables due for each of the fiscal years are as follows:


($ in thousands)
2023 (remaining 3 months)	$	2,690
2024	7,570
2025	5,965
2026	4,546
2027	2,754
Thereafter	793
Total amounts to be collected	24,318
Less: interest	(2,107)
Less: allowance for receivables	(864)
Total finance receivables	$	21,347

ACCOUNTS RECEIVABLE (Tables)

9 Months Ended

Mar. 31, 2023

Receivables [Abstract]

Schedule of Rollforward of Allowance for Doubtful Accounts

The following table represents a rollforward of the allowance for credit losses for the three and nine months ending March 31, 2023 and 2022:


	Three months ended March 31,
($ in thousands)	2023		2022
Balance, beginning of period	$	10,122	$	7,161
Provision for expected losses	296		981
Write-offs	—		(1,022)
Balance, end of period	$	10,418	$	7,120


	Nine months ended March 31,
($ in thousands)	2023		2022
Balance, beginning of period	$	9,328	$	6,614
Provision for expected losses	1,431		2,094


Write-offs	(341)		(1,588)
Balance, end of period	$	10,418	$	7,120

EARNINGS (LOSS) PER SHARE CALCULATION (Tables)

9 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Loss per Share

The calculation of basic and diluted earnings (loss) per share is presented below:


	Three months ended March 31,
($ in thousands, except per share data)	2023		2022

Numerator for basic and diluted earnings (loss) per share
Net earnings	$	6,948	$	2,136
Preferred dividends	(289)		(334)
Net earnings applicable to common shareholders	6,659		1,802

Denominator for basic earnings (loss) per share - Weighted average shares outstanding	72,491,373		71,083,044
Effect of dilutive potential common shares	374,848		403,674
Denominator for diluted loss per share - Adjusted weighted average shares outstanding	72,866,221		71,486,718

Basic and diluted earnings per share	$	0.09	$	0.03


	Nine months ended March 31,
($ in thousands, except per share data)	2023		2022

Numerator for basic and diluted loss per share
Net earnings (loss)	$	(2,199)	$	377
Preferred dividends	(623)		(668)
Net earnings (loss) applicable to common shareholders	(2,822)		(291)

Denominator for basic loss per share - Weighted average shares outstanding	71,771,135		71,076,022
Effect of dilutive potential common shares	—		—
Denominator for diluted loss per share - Adjusted weighted average shares outstanding	71,771,135		71,076,022

Basic and diluted loss per share	$	(0.04)	$	—

GOODWILL AND INTANGIBLE ASSETS (Tables)

9 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule Of Intangible Asset Balances and Goodwill

Intangible asset balances and goodwill consisted of the following:


	As of March 31, 2023
($ in thousands)	Gross		Accumulated Amortization		Net		Amortization Period
Intangible assets:
Brand and tradenames	$	2,226	$	(1,377)	$	849	1 - 7 years
Developed technology	19,267		(10,678)		8,589		5 - 6 years
Customer relationships	24,592		(6,213)		18,379		5 - 18 years
Total intangible assets	$	46,085	$	(18,268)	$	27,817

Goodwill	92,772		—		92,772		Indefinite


	As of June 30, 2022
($ in thousands)	Gross		Accumulated Amortization		Net		Amortization Period
Intangible assets:
Brand and tradenames	1,705		(1,133)		572		1 - 7 years
Developed technology	11,819		(8,761)		3,058		5 - 6 years
Customer relationships	19,339		(5,022)		14,317		10 - 18 years
Total intangible assets	$	32,863	$	(14,916)	$	17,947

Goodwill	66,656		—		66,656		Indefinite

DEBT AND OTHER FINANCING ARRANGEMENTS (Tables)

9 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule Of Long-Term Debt Instruments

The Company's debt and other financing arrangements as of March 31, 2023 and June 30, 2022 consisted of the following:


	As of March 31,		As of June 30,
($ in thousands)	2023		2022

JPMorgan Credit Facility*	39,250		14,813
Other obligations	53		70
Less: unamortized issuance costs and debt discount	(202)		(261)
Total	39,101		14,622
Less: debt and other financing arrangements, current	(787)		(692)
Debt and other financing arrangements, noncurrent	$	38,314	$	13,930

* See discussion below on amendment to the JPMorgan Credit Facility.

Details of interest income (expense) presented on the Condensed Consolidated Statements of Operations are as follows:


	Three months ended				Nine months ended
	March 31,				March 31,
($ in thousands)	2023		2022		2023		2022
JPMorgan Credit Facility*	1,142		221		1,733		679
Other interest income	(879)		(1,073)		(475)		(579)
Total interest (income) expense, net	$	263	$	(852)	$	1,258	$	100

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

ACCRUED EXPENSES (Tables)

9 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following as of March 31, 2023 and June 30, 2022:


	As of March 31,		As of June 30,
($ in thousands)	2023		2022

Sales tax reserve	$	13,172	$	14,694
Accrued compensation and related sales commissions	2,483		3,289
Operating lease liabilities, current	1,445		1,538
Accrued professional fees	5,185		4,200
Accrued taxes and filing fees payable	1,349		2,036
Contingent consideration arrangement for the Yoke acquisition*	—		1,000
Other accrued expenses	1,656		1,397
Consideration withheld in escrow for the 32M acquisition*	442		—
Total accrued expenses	$	25,732	$	28,154

* See Note 5 - Acquisition for description of the arrangement.

EQUITY (Tables)

9 Months Ended

Mar. 31, 2023

Equity [Abstract]

Schedule Of Stock Option Granted Weighted Average Assumptions


	Nine months ended March 31,
		2023			2022
Expected volatility (percent)		74.6% - 77.6%			73.2% - 73.6%
Weighted average expected life (years)		4.4 - 4.6			4.5
Dividend yield (percent)		0.0		%	0.0		%
Risk-free interest rate (percent)		2.7% - 4.1%			1.0% - 1.2%
Number of options granted		1,720,000			777,000
Weighted average exercise price		$	4.61		$	9.28
Weighted average grant date fair value		$	2.89		$	5.34

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)	9 Months Ended
	Mar. 31, 2023 segment
Accounting Policies [Abstract]
Number of operating segments	1

LEASES - Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Jun. 30, 2022
Assets:
Operating lease right-of-use assets	$ 2,799	$ 2,370
Liabilities:
Operating lease liabilities, accrued expenses	$ 1,445	$ 1,538
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued Liabilities, Current	Accrued Liabilities, Current
Operating lease liabilities, non-current	$ 2,641	$ 2,366
Total lease liabilities	$ 4,086	$ 3,904

LEASES - Components of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Leases [Abstract]
Operating lease costs	$ 691	$ 462	$ 1,778	$ 1,347

LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Supplemental cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities	$ 1,793	$ 1,257
Non-cash activity:
Lease assets obtained in exchange for new operating lease liabilities	$ 0	$ 471

LEASES - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Jun. 30, 2022
Operating Leases
Remainder of 2023	$ 548
2024	1,449
2025	1,127
2026	1,048
2027	440
Thereafter	0
Total lease payments	4,612
Less: Imputed interest	(526)
Present value of lease liabilities	$ 4,086	$ 3,904

LEASES - Property and Equipment Costs (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Jun. 30, 2022
Leases [Abstract]
Cost	$ 28,182	$ 25,242
Accumulated depreciation	(22,915)	(22,914)
Net	$ 5,267	$ 2,328

LEASES - Narrative (Details)	Mar. 31, 2023
Leases [Abstract]
Operating lease extension period	70 months

REVENUES - Schedule of Revenue by (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 60,356	$ 50,300	$ 179,468	$ 147,171
Subscription and transaction fees
Disaggregation of Revenue [Line Items]
Revenue	51,245	42,143	147,252	123,956
Transaction fees
Disaggregation of Revenue [Line Items]
Revenue	33,389	27,509	97,076	80,704
Subscription fees
Disaggregation of Revenue [Line Items]
Revenue	17,856	14,634	50,176	43,252
Equipment sales
Disaggregation of Revenue [Line Items]
Revenue	$ 9,111	$ 8,157	$ 32,216	$ 23,215

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

REVENUES - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
REVENUES - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Jun. 30, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Capitalized costs, amortization	$ 0.2	$ 0.2	$ 0.6	$ 0.5
Prepaid expenses and other current assets
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Capitalized costs	0.5		0.5		$ 0.5
Other noncurrent assets
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Capitalized costs	$ 2.5		$ 2.5		$ 2.3

REVENUES - Contract Liability (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021
Revenue from Contract with Customer [Abstract]
Deferred revenue	$ 1,894	$ 1,970	$ 1,894	$ 1,970	$ 1,970	$ 1,893	$ 1,745	$ 1,763
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period	$ 94	$ 87	$ 319	$ 301

ACQUISITION - Narrative (Details) - USD ($) $ in Thousands			1 Months Ended	3 Months Ended						4 Months Ended	9 Months Ended
ACQUISITION - Narrative (Details) - USD ($) $ in Thousands	Dec. 01, 2022	Jul. 27, 2022	Aug. 31, 2021	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Mar. 31, 2023	Mar. 31, 2023	Mar. 31, 2022	Jun. 30, 2022
Business Acquisition [Line Items]
Closing cash consideration											$ 35,855	$ 2,966
Proceeds from long-term debt											25,000	738
Intangible assets acquired			$ 1,200
Goodwill				$ 92,772						$ 92,772	92,772		$ 66,656
Earnings from acquisition date				6,948	$ (573)	$ (8,574)	$ 2,136	$ (468)	$ (1,291)		(2,199)	377
Term Facility \| 2021 JPMorgan Secured Term Facility \| Line of Credit
Business Acquisition [Line Items]
Proceeds from long-term debt	$ 25,000
Three Square Market, Inc.
Business Acquisition [Line Items]
Fair value of total consideration transferred	40,738
Closing cash consideration	$ 36,796
Number of shares issued in business acquisition	1,240,920
Value of shares issued in business acquisition	$ 3,900
Escrow deposit	500
Goodwill	26,100			26,116						26,116	26,116
Allocation amount update to liabilities				$ 700
Acquisition related costs											$ 2,800	$ 2,800
Revenues from acquisition date										6,600
Earnings from acquisition date										$ 400
Three Square Market, Inc. \| Term Facility \| 2021 JPMorgan Secured Term Facility \| Line of Credit
Business Acquisition [Line Items]
Proceeds from long-term debt	25,000
Three Square Market, Inc. \| First Anniversary of Acquisition
Business Acquisition [Line Items]
Percentage of shares released from escrow				50.00%						50.00%	50.00%
Three Square Market, Inc. \| Second Anniversary of Acquisition
Business Acquisition [Line Items]
Percentage of shares released from escrow				50.00%						50.00%	50.00%
Yoke
Business Acquisition [Line Items]
Fair value of total consideration transferred			3,966
Closing cash consideration			2,966
Goodwill			2,710
Cash payment to acquire business		$ 1,000	3,000
Deferred cash payment			1,000
Developed Technology \| Three Square Market, Inc.
Business Acquisition [Line Items]
Intangible assets acquired	7,400
Developed Technology \| Yoke
Business Acquisition [Line Items]
Intangible assets acquired			900
Customer relationships \| Three Square Market, Inc.
Business Acquisition [Line Items]
Intangible assets acquired	5,300
Customer relationships \| Yoke
Business Acquisition [Line Items]
Intangible assets acquired			300
Trade names \| Three Square Market, Inc.
Business Acquisition [Line Items]
Intangible assets acquired	$ 500
Trade names \| Yoke
Business Acquisition [Line Items]
Intangible assets acquired			$ 100

ACQUISITION - Summary of Purchase Price Consideration (Details) - USD ($) $ in Thousands		9 Months Ended
	Dec. 01, 2022	Mar. 31, 2023	Mar. 31, 2022
Business Acquisition [Line Items]
Closing cash consideration		$ 35,855	$ 2,966
Three Square Market, Inc.
Business Acquisition [Line Items]
Closing cash consideration	$ 36,796
Fair value of total consideration transferred	40,738
Three Square Market, Inc. \| Common Stock
Business Acquisition [Line Items]
Stock Consideration	$ 3,942

ACQUISITION - Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 01, 2022	Jun. 30, 2022
Business Acquisition [Line Items]
Goodwill	$ 92,772		$ 66,656
Three Square Market, Inc.
Business Acquisition [Line Items]
Cash and cash equivalents	941
Accounts receivable	2,502
Inventories	1,862
Intangible assets	13,222	$ 13,200
Other assets	535
Total identifiable assets acquired	19,062
Accounts payable	(2,457)
Tax liabilities	(1,983)
Total liabilities assumed	(4,440)
Total identifiable net assets	14,622
Goodwill	26,116	$ 26,100
Fair value of total consideration transferred	$ 40,738

ACQUISITION - Pro forma results (Details) - Three Square Market, Inc. - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenues	$ 60,356	$ 54,620	$ 187,806	$ 159,285
Net income (loss)	$ 5,832	$ 1,545	(1,808)	(3,981)
Acquisition related costs			$ 2,800	$ 2,800

ACQUISITION - Summary of Total Consideration Paid for Acquisition (Details) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended
	Aug. 31, 2021	Mar. 31, 2023	Mar. 31, 2022	Jun. 30, 2022
Consideration
Cash		$ 35,855	$ 2,966
Recognized amounts of identifiable assets
Goodwill		$ 92,772		$ 66,656
Yoke
Consideration
Cash	$ 2,966
Contingent consideration arrangement	1,000
Fair value of total consideration transferred	3,966
Recognized amounts of identifiable assets
Total net assets acquired	21
Identifiable intangible assets	1,235
Total identifiable net assets	1,256
Goodwill	$ 2,710

FINANCE RECEIVABLES - Narrative (Details)	9 Months Ended
FINANCE RECEIVABLES - Narrative (Details)	Mar. 31, 2023
Receivables [Abstract]
Finance receivables, lease term	60 months

FINANCE RECEIVABLES - Information Regarding Finance Receivables (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021
Receivables [Abstract]
Current finance receivables, net	$ 7,477			$ 6,721
Finance receivables due after one year, net	13,870			14,727
Total finance receivables	21,347			21,448
Finance receivable, allowance	$ 864	$ 864	$ 864	$ 760	$ 1,149	$ 1,062	$ 1,149	$ 1,109

- Definition

Amount of allowance for credit loss on financing receivable. Excludes allowance for financing receivable covered under loss sharing agreement.

+ References + Details

FINANCE RECEIVABLES - Schedule by Year of Origination (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Jun. 30, 2022
Financing Receivable, Credit Quality Indicator [Line Items]
Up to 1 Year Ago	$ 8,688	$ 7,560
Between 1 and 2 Years Ago	5,862	5,141
Between 2 and 3 Years Ago	2,531	2,933
Between 3 and 4 Years Ago	2,379	2,985
Between 4 and 5 Years Ago	2,521	3,483
More than 5 Years Ago	230	106
Total	22,211	22,208
High ratio customers
Financing Receivable, Credit Quality Indicator [Line Items]
Up to 1 Year Ago	8,661	7,498
Between 1 and 2 Years Ago	5,576	4,853
Between 2 and 3 Years Ago	2,219	2,688
Between 3 and 4 Years Ago	1,837	2,623
Between 4 and 5 Years Ago	1,786	2,950
More than 5 Years Ago	64	102
Total	20,143	20,714
Low ratio customers
Financing Receivable, Credit Quality Indicator [Line Items]
Up to 1 Year Ago	27	62
Between 1 and 2 Years Ago	286	288
Between 2 and 3 Years Ago	312	245
Between 3 and 4 Years Ago	542	362
Between 4 and 5 Years Ago	735	533
More than 5 Years Ago	166	4
Total	2,068	1,494
Current
Financing Receivable, Credit Quality Indicator [Line Items]
Up to 1 Year Ago	8,570	7,451
Between 1 and 2 Years Ago	5,538	5,047
Between 2 and 3 Years Ago	2,312	2,758
Between 3 and 4 Years Ago	1,814	2,593
Between 4 and 5 Years Ago	1,706	2,807
More than 5 Years Ago		103
More than 5 Years Ago	30
Total	19,970	20,759
30 days and under
Financing Receivable, Credit Quality Indicator [Line Items]
Up to 1 Year Ago	72	18
Between 1 and 2 Years Ago	83	10
Between 2 and 3 Years Ago	59	32
Between 3 and 4 Years Ago	69	56
Between 4 and 5 Years Ago	64	94
More than 5 Years Ago	16	3
Total	363	213
31-60 days
Financing Receivable, Credit Quality Indicator [Line Items]
Up to 1 Year Ago	12	25
Between 1 and 2 Years Ago	42	23
Between 2 and 3 Years Ago	29	26
Between 3 and 4 Years Ago	55	58
Between 4 and 5 Years Ago	61	100
More than 5 Years Ago	14	0
Total	213	232
61-90 days
Financing Receivable, Credit Quality Indicator [Line Items]
Up to 1 Year Ago	7	25
Between 1 and 2 Years Ago	30	14
Between 2 and 3 Years Ago	33	20
Between 3 and 4 Years Ago	48	46
Between 4 and 5 Years Ago	58	91
More than 5 Years Ago	15	0
Total	191	196
Greater than 90 days
Financing Receivable, Credit Quality Indicator [Line Items]
Up to 1 Year Ago	27	41
Between 1 and 2 Years Ago	169	47
Between 2 and 3 Years Ago	98	97
Between 3 and 4 Years Ago	393	232
Between 4 and 5 Years Ago	632	391
More than 5 Years Ago	155	0
Total	$ 1,474	$ 808

FINANCE RECEIVABLES - Schedule of Credit Loss (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 864	$ 1,062	$ 760	$ 1,109
Provision for expected losses	0	225	392	425
Write-offs	0	(138)	(288)	(385)
Ending balance	$ 864	$ 1,149	$ 864	$ 1,149

- Definition

Amount of allowance for credit loss on financing receivable. Excludes allowance for financing receivable covered under loss sharing agreement.

+ References + Details

FINANCE RECEIVABLES - Summary of Finance Receivables Fiscal Years (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021
Receivables [Abstract]
2023 (remaining 3 months)	$ 2,690
2024	7,570
2025	5,965
2026	4,546
2027	2,754
Thereafter	793
Total amounts to be collected	24,318
Less: interest	(2,107)
Less: allowance for receivables	(864)	$ (864)	$ (864)	$ (760)	$ (1,149)	$ (1,062)	$ (1,149)	$ (1,109)
Total finance receivables	$ 21,347			$ 21,448

ACCOUNTS RECEIVABLE - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Mar. 31, 2023	Jun. 30, 2022
Financing Receivable, Allowance for Credit Loss [Line Items]
Accounts receivable, net	$ 29,219	$ 37,695
One Contract Manufacturer
Financing Receivable, Allowance for Credit Loss [Line Items]
Accounts receivable, net	$ 0
Accounts Receivable \| Credit Concentration Risk \| One Contract Manufacturer
Financing Receivable, Allowance for Credit Loss [Line Items]
Concentration risk		16.00%
Accounts Receivable \| Credit Concentration Risk \| Largest Customer
Financing Receivable, Allowance for Credit Loss [Line Items]
Concentration risk	6.00%	17.00%

ACCOUNTS RECEIVABLE - Schedule of Rollforward of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 10,122	$ 7,161	$ 9,328	$ 6,614
Provision for expected losses	296	981	1,431	2,094
Write-offs	0	(1,022)	(341)	(1,588)
Ending balance	$ 10,418	$ 7,120	$ 10,418	$ 7,120

EARNINGS (LOSS) PER SHARE CALCULATION - Calculation of Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Mar. 31, 2023	Mar. 31, 2022
Numerator for basic and diluted earnings (loss) per share
Net earnings (loss)	$ 6,948	$ (573)	$ (8,574)	$ 2,136	$ (468)	$ (1,291)	$ (2,199)	$ 377
Preferred dividends	(289)			(334)			(623)	(668)
Net income (loss) applicable to common shares	$ 6,659			$ 1,802			$ (2,822)	$ (291)
Denominator for basic earnings (loss) per share - Weighted average shares outstanding (in shares)	72,491,373			71,083,044			71,771,135	71,076,022
Effect of dilutive potential common shares (in shares)	374,848			403,674			0	0
Denominator for diluted loss per share - Adjusted weighted average shares outstanding (in shares)	72,866,221			71,486,718			71,771,135	71,076,022
Basic earnings (loss) per share (in dollars per share)	$ 0.09			$ 0.03			$ (0.04)	$ 0
Diluted earnings (loss) per share (in dollars per share)	$ 0.09			$ 0.03			$ (0.04)	$ 0

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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EARNINGS (LOSS) PER SHARE CALCULATION - Narrative (Details) - shares shares in Millions	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Antidilutive shares excluded from the calculation of diluted earnings per shares (in shares)	4.5	5.0	4.9	5.0

GOODWILL AND INTANGIBLE ASSETS - Summary of Amortizable Intangible Asset (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Mar. 31, 2023	Jun. 30, 2022
Intangible assets:
Gross	$ 46,085	$ 32,863
Accumulated Amortization	(18,268)	(14,916)
Net	27,817	17,947
Goodwill [Abstract]
Net	92,772	66,656
Gross	92,772	66,656
Brand and tradenames
Intangible assets:
Gross	2,226	1,705
Accumulated Amortization	(1,377)	(1,133)
Net	$ 849	$ 572
Brand and tradenames \| Minimum
Intangible assets:
Amortization Period	1 year	1 year
Brand and tradenames \| Maximum
Intangible assets:
Amortization Period	7 years	7 years
Developed technology
Intangible assets:
Gross	$ 19,267	$ 11,819
Accumulated Amortization	(10,678)	(8,761)
Net	$ 8,589	$ 3,058
Developed technology \| Minimum
Intangible assets:
Amortization Period	5 years	5 years
Developed technology \| Maximum
Intangible assets:
Amortization Period	6 years	6 years
Customer relationships
Intangible assets:
Gross	$ 24,592	$ 19,339
Accumulated Amortization	(6,213)	(5,022)
Net	$ 18,379	$ 14,317
Customer relationships \| Minimum
Intangible assets:
Amortization Period	5 years	10 years
Customer relationships \| Maximum
Intangible assets:
Amortization Period	18 years	18 years

GOODWILL AND INTANGIBLES - Narrative (Details) $ in Thousands		1 Months Ended	3 Months Ended		9 Months Ended
	Dec. 01, 2022 USD ($)	Aug. 31, 2021 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2023 USD ($) reportingUnit	Mar. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)
Finite-Lived Intangible Assets [Line Items]
Weighted average useful life					16 years 7 months 6 days
Amortization expense of acquired intangible assets			$ 1,700	$ 800	$ 3,400	$ 2,500
Goodwill			92,772		$ 92,772		$ 66,656
Goodwill, acquired during period		$ 2,700
Intangible assets acquired		$ 1,200
Number of reporting units \| reportingUnit					1
Goodwill impairment			0	$ 0	$ 0	$ 0
Brand and tradenames
Finite-Lived Intangible Assets [Line Items]
Weighted average useful life					2 years 2 months 12 days
Developed technology
Finite-Lived Intangible Assets [Line Items]
Weighted average useful life					4 years 1 month 6 days
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted average useful life					10 years 3 months 18 days
Three Square Market, Inc.
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 26,100		26,116		$ 26,116
Intangible assets	13,200		$ 13,222		$ 13,222
Three Square Market, Inc. \| Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 5,300

DEBT AND OTHER FINANCING ARRANGEMENTS - Debt and Other Financing Arrangement Summary (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Jun. 30, 2022
Debt Instrument [Line Items]
Less: unamortized issuance costs and debt discount	$ (202)	$ (261)
Total	39,101	14,622
Less: debt and other financing arrangements, current	(787)	(692)
Debt and other financing arrangements, noncurrent	38,314	13,930
Line of Credit \| JP Morgan Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt	39,250	14,813
Other obligations
Debt Instrument [Line Items]
Long-term debt	$ 53	$ 70

DEBT AND OTHER FINANCING ARRANGEMENTS - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Debt Instrument [Line Items]
Total interest (income) expense, net	$ 263	$ (852)	$ 1,258	$ 100
Line of Credit \| JP Morgan Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Total interest (income) expense, net	1,142	221	1,733	679
Other obligations
Debt Instrument [Line Items]
Other interest income	$ (879)	$ (1,073)	$ (475)	$ (579)

DEBT AND OTHER FINANCING ARRANGEMENTS - JP Morgan Chase Bank Credit Agreement (Details)					9 Months Ended
	Mar. 31, 2023	Dec. 01, 2022 USD ($)	Mar. 17, 2022 USD ($)	Aug. 14, 2020 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)
Debt Instrument [Line Items]
Proceeds from long-term debt					$ 25,000,000	$ 738,000
Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Debt issuance costs							$ 300,000
2020 Antara Term Facility \| Term Facility \| Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 30,000,000
2021 JPMorgan Revolving Facility \| Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity				5,000,000
2021 JPMorgan Secured Term Facility \| Line of Credit
Debt Instrument [Line Items]
Interest rate, during period	8.80%
2021 JPMorgan Secured Term Facility \| Term Facility \| Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 25,000,000	15,000,000
Proceeds from long-term debt		$ 25,000,000
JP Morgan Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 5,000,000
Term				3 years
Interest rate, increase				2.00%
Commitment fee				0.50%
JP Morgan Credit Facility \| Line of Credit \| Period One
Debt Instrument [Line Items]
Adjusted quick ratio, minimum				2.75
JP Morgan Credit Facility \| Line of Credit \| Period Two
Debt Instrument [Line Items]
Adjusted quick ratio, minimum				3.00
JP Morgan Credit Facility \| Line of Credit \| Period Three
Debt Instrument [Line Items]
Adjusted quick ratio, maximum				3.00
JP Morgan Credit Facility \| Line of Credit \| LIBOR
Debt Instrument [Line Items]
Variable rate				3.75%
2022 JPMorgan Revolving Credit Facility \| Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity			15,000,000
2022 Secured Term Facility \| Line of Credit
Debt Instrument [Line Items]
Increase in line of credit			$ 10,000,000
JPMorgan Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Term			4 years
Commitment fee			0.50%
Total leverage ration, maximum			3.00
JPMorgan Credit Facility \| Line of Credit \| Period One
Debt Instrument [Line Items]
Interest rate, increase			0.25%
Adjusted quick ratio, maximum			3.00
JPMorgan Credit Facility \| Line of Credit \| Period Two
Debt Instrument [Line Items]
Interest rate, increase			2.00%
Adjusted quick ratio, maximum			4.00
Minimum \| JP Morgan Credit Facility \| Line of Credit \| LIBOR
Debt Instrument [Line Items]
Variable rate				2.75%
Minimum \| JP Morgan Credit Facility \| Line of Credit \| Base Rate
Debt Instrument [Line Items]
Variable rate				3.75%
Minimum \| JPMorgan Credit Facility \| Line of Credit \| Base Rate \| Period One
Debt Instrument [Line Items]
Variable rate			2.50%
Minimum \| JPMorgan Credit Facility \| Line of Credit \| Base Rate \| Period Two
Debt Instrument [Line Items]
Variable rate			2.75%
Minimum \| JPMorgan Credit Facility \| Line of Credit \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Period One
Debt Instrument [Line Items]
Variable rate			3.50%
Maximum \| JP Morgan Credit Facility \| Line of Credit \| LIBOR
Debt Instrument [Line Items]
Variable rate				3.75%
Maximum \| JP Morgan Credit Facility \| Line of Credit \| Base Rate
Debt Instrument [Line Items]
Variable rate				4.75%
Maximum \| JPMorgan Credit Facility \| Line of Credit \| Base Rate \| Period One
Debt Instrument [Line Items]
Variable rate			3.00%
Maximum \| JPMorgan Credit Facility \| Line of Credit \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Period One
Debt Instrument [Line Items]
Variable rate			4.00%
Maximum \| JPMorgan Credit Facility \| Line of Credit \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Period Two
Debt Instrument [Line Items]
Variable rate			3.75%

ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Jun. 30, 2022
Payables and Accruals [Abstract]
Sales tax reserve	$ 13,172	$ 14,694
Accrued compensation and related sales commissions	2,483	3,289
Operating lease liabilities, current	1,445	1,538
Accrued professional fees	5,185	4,200
Accrued taxes and filing fees payable	1,349	2,036
Contingent consideration arrangement for the Yoke acquisition	0	1,000
Other accrued expenses	1,656	1,397
Consideration withheld in escrow for the 32M acquisition	442	0
Total accrued expenses	$ 25,732	$ 28,154

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income tax provision	$ 56	$ 35	$ 123	$ 226
Unrecognized income tax benefit	$ 700	$ 500	$ 700	$ 500

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

EQUITY - Schedule of Fair Value of Options (Details) - Stock options - $ / shares	9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Minimum expected volatility (percent)	74.60%	73.20%
Maximum expected volatility (percent)	77.60%	73.60%
Weighted average expected life (years)		4 years 6 months
Dividend yield (percent)	0.00%	0.00%
Minimum risk-free interest rate (percent)	2.70%	1.00%
Maximum risk-free interest rate (percent)	4.10%	1.20%
Number of options granted (in shares)	1,720,000	777,000
Weighted average exercise price (in dollars per share)	$ 4.61	$ 9.28
Weighted average grant date fair value (in dollars per share)	$ 2.89	$ 5.34
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average expected life (years)	4 years 4 months 24 days
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average expected life (years)	4 years 7 months 6 days

EQUITY - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Jan. 27, 2021	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation				$ 2,889	$ 4,624
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation		$ 1,100	$ 900	2,700	2,300
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Consecutive trading days	30 days
Performance goals, percentage achieved	80.00%
Decrease in performance options	2.00%
Stock based compensation		$ 0	$ 100	$ (1,100)	$ 1,000
Performance Shares \| Performance Period, One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, price per share, threshold (in dollars per share)	$ 10.50
Performance Shares \| Performance Period, Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, price per share, threshold (in dollars per share)	13.50
Performance Shares \| Performance Period, Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, price per share, threshold (in dollars per share)	16.50
Performance Shares \| Performance Period, Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, price per share, threshold (in dollars per share)	$ 19.50
Performance Shares \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				3 years
Performance Shares \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				4 years

EQUITY - Common Stock Awards (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended		9 Months Ended
	Sep. 30, 2021	Mar. 31, 2021	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Stock based compensation					$ 2,889	$ 4,624
Restricted Stock Units (RSUs)
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Stock based compensation			$ 300	$ 500	$ 1,300	$ 1,300
Restricted Stock Units (RSUs) \| Two employees
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Shares issued for services (in shares)	20,000	80,000

EQUITY - Preferred Stock (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
EQUITY - Preferred Stock (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Mar. 31, 2023	Mar. 31, 2022
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Retirement of common stock	$ 1,733
Preferred stock carrying value decrease		$ 500
Common stock carrying value decrease		1,700
Repurchase of Series A Convertible Preferred Stock		2,153	$ 0
Operating Expense
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Preferred stock carrying value decrease		$ 300
Series A Convertible Preferred Stock
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Retirement of common stock (in shares)		59,281
Retirement of common stock		$ 2,500

COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	3 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	Mar. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Settlement agreement, estimate of additional obligation not accrued (no more than)	$ 1.0
Purchase obligation	7.4
Insurance proceeds	$ 2.0

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Related Party Transactions [Abstract]
Cost of subscription and transaction fees	$ 0.1	$ 0.3	$ 0.2	$ 1.1