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RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS | 6 Months Ended
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Dec. 31, 2018
Accounting Changes and Error Corrections [Abstract] |
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS | RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS Overview Concurrently with the filing of this Form 10-Q/A, the Company filed the Form 10-K/A containing our audited consolidated financial statements for the fiscal years ended June 30, 2019 and 2018 as well as restatements of the following previously filed consolidated financial statements: (i) our audited consolidated financial statements for the fiscal year ended June 30, 2017; (ii) our selected financial data as of and for the fiscal years ended June 30, 2017, 2016 and 2015 contained in Item 6 of the Form 10-K; and (iii) our unaudited condensed consolidated financial statements for the fiscal quarters ended September 30, 2017 and 2016, December 31, 2017 and 2016, and March 31, 2018 and 2017, in Note 20, “Unaudited Quarterly Data” of the Notes to Consolidated Financial Statements. We have not filed and do not intend to file amendments to any of our previously filed Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q for the periods affected by the restatements of our consolidated financial statements. In addition, we have not filed and do not intend to file a separate Annual Report on Form 10-K for the fiscal year ended June 30, 2018. Concurrent with this filing, we are filing Amendment No. 1 on Form 10-Q/A to our Quarterly Reports on Form 10-Q for each of the fiscal quarters ended September 30, 2018 and March 31, 2019 (together with the Original Filing, the “Fiscal Year 2019 Form 10-Qs”). We had not timely filed our Annual Report on Form 10-K for the fiscal year ended June 30, 2018 and the Fiscal Year 2019 Form 10-Qs as a result of the internal investigation of the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) and the subsequent restatement of certain of our prior period financial statements as more fully described below. Background On September 11, 2018, the Company announced that the Audit Committee with the assistance of independent legal and forensic accounting advisors, was in the process of conducting an internal investigation of current and prior period matters relating to certain of the Company’s contractual arrangements, including the accounting treatment, financial reporting and internal controls related to such arrangements. The Audit Committee’s investigation focused principally on certain customer transactions entered into by the Company during fiscal years 2017 and 2018. On January 14, 2019, the Company reported that the Audit Committee’s internal investigation was substantially completed, the principal findings of the internal investigation, and the remedial actions to be implemented by the Company as a result of the internal investigation. The Audit Committee found that, for certain of the customer transactions under review, the Company had prematurely recognized revenue. The Audit Committee proposed certain adjustments to previously reported revenues related to fiscal quarters occurring during the 2017 and 2018 fiscal years of the Company. In most cases, revenues that had been recognized prematurely were, or were expected to be, recognized in subsequent quarters, including quarters subsequent to the quarters impacted by the investigative findings. The investigation further found that certain items that had been recorded as expenses, such as the payment of marketing or servicing fees, were more appropriately treated as contra-revenue items in earlier fiscal quarters. On February 4, 2019, the Board of Directors of the Company, upon the recommendation of the Audit Committee, and based upon the adjustments to previously reported revenues proposed by the Audit Committee, determined that the following financial statements previously issued by the Company should no longer be relied upon: (1) the audited consolidated financial statements for the fiscal year ended June 30, 2017; and (2) the quarterly and year-to-date unaudited condensed consolidated financial statements for September 30, 2017, December 31, 2017, and March 31, 2018. On October 7, 2019, the Board of Directors of the Company, upon the recommendation of the Audit Committee, and based upon the non-investigatory adjustments described below, determined that the following financial statements previously issued by the Company should no longer be relied upon: (1) the audited consolidated financial statements for the fiscal year ended June 30, 2015; (2) the audited consolidated financial statements for the fiscal year ended June 30, 2016; and (3) the quarterly and year-to-date unaudited condensed consolidated financial statements for September 30, 2016, December 31, 2016, and March 31, 2017. During the course of the restatement process and related reaudit of prior period financial statements, management performed a review of certain historical significant accounting policies, significant transactions, and the methodologies and assumptions underlying significant reserves. As a result, in addition to the adjustments resulting from the Audit Committee investigation described above, the Company also corrected for (i) out of period adjustments and errors related to the Company's acquisition and financial integration of Cantaloupe and (ii) out of period adjustments and errors identified during management's review of significant accounts and transactions that are not related to the Company’s acquisition and financial integration of Cantaloupe. The acquisition and financial integration-related adjustments referred to in (i) above were reflected in the restatement of the financial statements for the fiscal quarters and year-to-date ended December 31, 2017 and March 31, 2018 contained in Note 20 of the Form 10-K/A, and relate to errors in the purchase accounting for our acquisition of Cantaloupe and errors in periods subsequent to the acquisition resulting from an ineffective integration of the financial systems and processes of the acquired entity with those of the Company. Such adjustments are primarily the result of: •The Company previously recorded a conforming accounting policy adjustment in the Cantaloupe purchase price allocation to account for certain customer contracts as sales-type leases. Such adjustment was not recorded in accordance with Accounting Standards Codification 840, “Leases”. Further, the Company did not prepare and maintain adequate documentation and analyses to support the initial and ongoing accounting for such arrangements. •The Company did not have effective processes and controls to recognize adequate reserves for sales-tax, inventory valuation and bad debts. •The Company did not have effective controls to prevent or detect a data-entry error that resulted in duplicate sales order entries and related recognition of revenue in the accounting systems. •The Company previously capitalized certain sales commissions. The Company concluded that these costs did not meet the applicable criteria for capitalization and should have been expensed as incurred. •The Company previously issued shares of common stock as consideration for the acquisition of Cantaloupe and did not accurately record such shares at fair value based upon the closing price on the acquisition closing date. The significant account and transaction review adjustments referred to in (ii) above were reflected where appropriate in the restatement of our fiscal year 2017 financial statements, in the restatement of our financial statements for the fiscal quarters and year-to-date ended September 30, 2016 and 2017, December 31, 2016 and 2017, and March 31, 2017 and 2018 appearing in Note 20 of the Form 10-K/A, and in the restated selected financial data for fiscal years 2015, 2016 and 2017 appearing in Item 6 of the Form 10-K, and primarily relate to the failure to maintain an effective control environment including ensuring that required accounting methodologies, policies and supporting documentation were in place. Such adjustments are not related to the Company’s acquisition and financial integration of Cantaloupe and are primarily the result of: •Since fiscal year 2014 the Company recognized a partial tax valuation allowance on its deferred tax assets. However, starting in fiscal year 2016 the Company should have recognized a full valuation allowance on its deferred tax assets. •The Company historically inappropriately accounted for a fiscal year 2014 sale-leaseback transaction as an operating lease. The Company should have accounted for such transaction as a capital lease. •The Company did not have effective processes and controls to recognize adequate reserves for sales-tax. In addition, the Company did not have effective processes to evaluate and estimate the Company’s reserves for bad debts, sales returns, and excess and obsolete inventory at the lower of cost or net realizable value. It was concluded that the previous processes were based on assumptions that were not sufficiently documented or supported. •The Company previously capitalized certain sales commissions. The Company concluded that these costs did not meet the applicable criteria for capitalization and should have been expensed as incurred. •The Company historically incorrectly classified its convertible preferred stock within shareholders’ equity on the Company’s consolidated balance sheets. Effect of Restatement on Previously Filed December 31, 2017 Form 10-Q A summary of the impact of these matters on income (loss) before taxes is presented below:
($ in thousands) | Increase / (Decrease) Restatement Impact
| Three months ended December 31, 2017
Audit Committee Investigation-related Adjustments: |
Revenue | $ | (866 | )
Costs of sales | $ | (1,225 | )
Gross profit | $ | 359 |
Operating loss | $ | 359 |
Loss before income taxes | $ | 357 |
Acquisition and Financial Integration-related Adjustments: |
Revenue | $ | (60 | )
Costs of sales | $ | (33 | )
Gross profit | $ | (27 | )
Operating loss | $ | (288 | )
Loss before income taxes | $ | (223 | )
Significant Account and Transaction Review and Other: |
Revenue | $ | (47 | )
Costs of sales | $ | 313 |
Gross profit | $ | (360 | )
Operating loss | $ | (775 | )
Loss before income taxes | $ | (1,041 | )
($ in thousands) | Increase / (Decrease) Restatement Impact
| Six months ended December 31, 2017
Audit Committee Investigation-related Adjustments: |
Revenue | $ | (1,277 | )
Costs of sales | $ | (1,060 | )
Gross profit | $ | (217 | )
Operating loss | $ | (217 | )
Loss before income taxes | $ | (219 | )
Acquisition and Financial Integration-related Adjustments: |
Revenue | $ | (60 | )
Costs of sales | $ | (33 | )
Gross profit | $ | (27 | )
Operating loss | $ | (288 | )
Loss before income taxes | $ | (223 | )
Significant Account and Transaction Review and Other: |
Revenue | $ | 6 |
Costs of sales | $ | 810 |
Gross profit | $ | (804 | )
Operating loss | $ | (1,397 | )
Loss before income taxes | $ | (1,927 | )
A summary of the impact of these matters on the condensed consolidated balance sheet is presented below, excluding any tax effect from the restatement adjustments in the aggregate:
($ in thousands) | Increase / (Decrease) Restatement Impact
| As of December 31, 2017
Audit Committee Investigation-related Adjustments: |
Accounts receivable | $ | (1,774 | )
Finance receivables, net | $ | (1,269 | )
Inventory, net | $ | 2,166 |
Prepaid expenses and other current assets | $ | 25 |
Other assets | $ | 76 |
Property and equipment, net | $ | (162 | )
Accounts payable | $ | 106 |
Accrued expenses | $ | 580 |
Acquisition and Financial Integration-related Adjustments: |
Cash and cash equivalents | $ | (26 | )
Accounts receivable | $ | 1,133 |
Finance receivables, net | $ | (1,324 | )
Inventory, net | $ | (500 | )
Prepaid expenses and other current assets | $ | (35 | )
Finance receivables due after one year, net | $ | (191 | )
Other assets | $ | (139 | )
Property and equipment, net | $ | 721 |
Goodwill | $ | 4,121 |
Accrued expenses | $ | 785 |
Deferred revenue | $ | (153 | )
Common stock | $ | 3,469 |
Significant Account and Transaction Review and Other: |
Accounts receivable | $ | (8 | )
Finance receivables, net | $ | 371 |
Inventory, net | $ | (861 | )
Prepaid expenses and other current assets | $ | (150 | )
Other assets | $ | (600 | )
Finance receivables due after one year, net | $ | 703 |
Property and equipment, net | $ | (737 | )
Accounts payable | $ | 27 |
Accrued expenses | $ | 9,087 |
Capital lease obligation and current obligations under long-term debt | $ | 367 |
Capital lease obligation and long-term debt, less current portion | $ | 697 |
Deferred revenue | $ | (27 | )
Deferred gain from sale-leaseback transactions | $ | (198 | )
Deferred gain from sale-leaseback transactions, less current portion | $ | (49 | )
Common stock | $ | (372 | )
The restatement adjustments were tax effected and any tax adjustments reflected in the condensed consolidated financial statements in this note relate entirely to the tax effect on the restatement adjustments. The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company's previously reported financial statements as of and for the three and six months ended December 31, 2017. The effect of the restatement on the previously filed condensed consolidated balance sheet as of December 31, 2017 is as follows:
| As of December 31, 2017
($ in thousands) | As Previously Reported |  | Adjustments |  | As Restated
Assets |  |  |  |  |
Current assets: |  |  |  |  |
Cash and cash equivalents | $ | 15,386 |  |  | $ | (26 | ) |  | $ | 15,360 |
Accounts receivable | 15,472 |  |  | (765 | ) |  | 14,707 |
Finance receivables, net | 5,517 |  |  | (2,221 | ) |  | 3,296 |
Inventory, net | 11,215 |  |  | 804 |  |  | 12,019 |
Prepaid expenses and other current assets | 1,971 |  |  | (361 | ) |  | 1,610 |
Total current assets | 49,561 |  |  | (2,569 | ) |  | 46,992 |
Non-current assets: |  |  |  |  |
Finance receivables due after one year, net | 11,215 |  |  | 513 |  |  | 11,728 |
Other assets | 1,120 |  |  | (662 | ) |  | 458 |
Property and equipment, net | 12,622 |  |  | (179 | ) |  | 12,443 |
Deferred income taxes | 14,774 |  |  | (14,774 | ) |  | — |
Intangibles, net | 30,910 |  |  | — |  |  | 30,910 |
Goodwill | 64,449 |  |  | (46 | ) |  | 64,403 |
Total non-current assets | 135,090 |  |  | (15,148 | ) |  | 119,942 |
Total assets | $ | 184,651 |  |  | $ | (17,717 | ) |  | $ | 166,934 |
Liabilities, convertible preferred stock and shareholders’ equity |  |  |  |  |
Current liabilities: |  |  |  |  |
Accounts payable | $ | 23,775 |  |  | $ | 133 |  |  | $ | 23,908 |
Accrued expenses | 6,798 |  |  | 9,825 |  |  | 16,623 |
Capital lease obligations, current obligations under long-term debt, and collateralized borrowings | 5,121 |  |  | 367 |  |  | 5,488 |
Income taxes payable | 6 |  |  | (6 | ) |  | — |
Deferred revenue | 595 |  |  | 135 |  |  | 730 |
Deferred gain from sale-leaseback transactions | 198 |  |  | (198 | ) |  | — |
Total current liabilities | 36,493 |  |  | 10,256 |  |  | 46,749 |
Long-term liabilities: |  |  |  |  |
Revolving credit facility | 10,000 |  |  | — |  |  | 10,000 |
Deferred income taxes | — |  |  | 91 |  |  | 91 |
Capital lease obligations, long-term debt, and collateralized borrowings, less current portion | 23,874 |  |  | 696 |  |  | 24,570 |
Accrued expenses, less current portion | 65 |  |  | — |  |  | 65 |
Deferred gain from sale-leaseback transactions, less current portion | 49 |  |  | (49 | ) |  | — |
Total long-term liabilities | 33,988 |  |  | 738 |  |  | 34,726 |
Total liabilities | $ | 70,481 |  |  | $ | 10,994 |  |  | $ | 81,475 |
Commitments and contingencies |  |  |  |  |  |  |  |
Convertible preferred stock: |  |  |  |  |
Series A convertible preferred stock, 900,000 shares authorized, 445,063 issued and outstanding, with liquidation preference of $19,109 at December 31, 2017 | — |  |  | 3,138 |  |  | 3,138 |
Shareholders’ equity: |  |  |  |  |
Preferred stock, no par value, 1,800,000 shares authorized, no shares issued | — |  |  | — |  |  | — |
Series A convertible preferred stock, 900,000 shares authorized, 445,063 issued and outstanding, with liquidation preference of $19,109 at December 31, 2017 | 3,138 |  |  | (3,138 | ) |  | — |
Common stock, no par value, 640,000,000 shares authorized, 53,619,898 shares issued and outstanding at December 31, 2017 | 307,053 |  |  | 3,097 |  |  | 310,150 |
Accumulated deficit | (196,021 | ) |  | (31,808 | ) |  | (227,829 | )
Total shareholders’ equity | 114,170 |  |  | (31,849 | ) |  | 82,321 |
Total liabilities, convertible preferred stock and shareholders’ equity | $ | 184,651 |  |  | $ | (17,717 | ) |  | $ | 166,934 |
The effect of the restatement on the previously filed condensed consolidated statement of operations for the three and six months ended December 31, 2017 is as follows:
| Three months ended December 31, 2017
($ in thousands, except per share data) | As Previously Reported |  | Adjustments |  | As Restated
Revenue: |  |  |  |  |
License and transaction fees | $ | 22,853 |  |  | $ | 661 |  |  | $ | 23,514 |
Equipment sales | 9,653 |  |  | (1,635 | ) |  | 8,018 |
Total revenue | 32,506 |  |  | (974 | ) |  | 31,532 |
Costs of sales: |  |  |  |  |
Cost of services | 14,362 |  |  | (6 | ) |  | 14,356 |
Cost of equipment | 8,943 |  |  | (939 | ) |  | 8,004 |
Total costs of sales | 23,305 |  |  | (945 | ) |  | 22,360 |
Gross profit | 9,201 |  |  | (29 | ) |  | 9,172 |
Operating expenses: |  |  |  |  |
Selling, general and administrative | 8,329 |  |  | 676 |  |  | 9,005 |
Integration and acquisition costs | 3,335 |  |  | — |  |  | 3,335 |
Depreciation and amortization | 737 |  |  | — |  |  | 737 |
Total operating expenses | 12,401 |  |  | 676 |  |  | 13,077 |
Operating loss | (3,200 | ) |  | (705 | ) |  | (3,905 | )
Other income (expense): |  |  |  |  |
Interest income | 251 |  |  | 73 |  |  | 324 |
Interest expense | (494 | ) |  | (276 | ) |  | (770 | )
Total other expense, net | (243 | ) |  | (203 | ) |  | (446 | )
Loss before income taxes | (3,443 | ) |  | (908 | ) |  | (4,351 | )
(Provision) benefit for income taxes | (9,073 | ) |  | 9,230 |  |  | 157 |
Net loss | (12,516 | ) |  | 8,322 |  |  | (4,194 | )
Preferred dividends | — |  |  | — |  |  | — |
Net loss applicable to common shares | $ | (12,516 | ) |  | $ | 8,322 |  |  | $ | (4,194 | )
Net loss per common share |  |  |  |  |
Basic | $ | (0.24 | ) |  | $ | 0.16 |  |  | $ | (0.08 | )
Diluted | $ | (0.24 | ) |  | $ | 0.16 |  |  | $ | (0.08 | )
Weighted average number of common shares outstanding |  |  |  |  |
Basic | 52,150,106 |  |  | — |  |  | 52,150,106 |
Diluted | 52,150,106 |  |  | — |  |  | 52,150,106 |
| Six months ended December 31, 2017
($ in thousands, except per share data) | As Previously Reported |  | Adjustments |  | As Restated
Revenue: |  |  |  |  |
License and transaction fees | $ | 42,797 |  |  | $ | 114 |  |  | $ | 42,911 |
Equipment sales | 15,326 |  |  | (1,446 | ) |  | 13,880 |
Total revenue | 58,123 |  |  | (1,332 | ) |  | 56,791 |
Costs of sales: |  |  |  |  |
Cost of services | 27,688 |  |  | (85 | ) |  | 27,603 |
Cost of equipment | 14,033 |  |  | (198 | ) |  | 13,835 |
Total costs of sales | 41,721 |  |  | (283 | ) |  | 41,438 |
Gross profit | 16,402 |  |  | (1,049 | ) |  | 15,353 |
Operating expenses: |  |  |  |  |
Selling, general and administrative | 15,075 |  |  | 854 |  |  | 15,929 |
Integration and acquisition costs | 4,097 |  |  | — |  |  | 4,097 |
Depreciation and amortization | 982 |  |  | — |  |  | 982 |
Total operating expenses | 20,154 |  |  | 854 |  |  | 21,008 |
Operating loss | (3,752 | ) |  | (1,903 | ) |  | (5,655 | )
Other income (expense): |  |  |  |  |
Interest income | 331 |  |  | 73 |  |  | 404 |
Interest expense | (703 | ) |  | (540 | ) |  | (1,243 | )
Total other expense, net | (372 | ) |  | (467 | ) |  | (839 | )
Loss before income taxes | (4,124 | ) |  | (2,370 | ) |  | (6,494 | )
(Provision) benefit for income taxes | (8,605 | ) |  | 8,734 |  |  | 129 |
Net loss | (12,729 | ) |  | 6,364 |  |  | (6,365 | )
Preferred dividends | (334 | ) |  | — |  |  | (334 | )
Net loss applicable to common shares | $ | (13,063 | ) |  | $ | 6,364 |  |  | $ | (6,699 | )
Net loss per common share |  |  |  |  |
Basic | $ | (0.26 | ) |  | $ | 0.13 |  |  | $ | (0.13 | )
Diluted | $ | (0.26 | ) |  | $ | 0.13 |  |  | $ | (0.13 | )
Weighted average number of common shares outstanding |  |  |  |  |
Basic | 49,861,735 |  |  | — |  |  | 49,861,735 |
Diluted | 49,861,735 |  |  | — |  |  | 49,861,735 |
The effect of the restatement on the previously filed condensed consolidated statement of cash flows for the six months ended December 31, 2017 is as follows:
| Six months ended December 31, 2017
($ in thousands) | As Previously Reported |  | Adjustments |  | As Restated
OPERATING ACTIVITIES: |  |  |  |  |
Net loss | $ | (12,729 | ) |  | $ | 6,364 |  |  | $ | (6,365 | )
Adjustments to reconcile net loss to net cash provided by operating activities: |  |  |  |  |
Non-cash stock-based compensation | 1,356 |  |  | (372 | ) |  | 984 |
(Gain) loss on disposal of property and equipment | (83 | ) |  | 3 |  |  | (80 | )
Non-cash interest and amortization of debt discount | 86 |  |  | 8 |  |  | 94 |
Bad debt expense | 291 |  |  | 91 |  |  | 382 |
Provision for inventory reserve | — |  |  | 1,091 |  |  | 1,091 |
Depreciation and amortization | 3,476 |  |  | (198 | ) |  | 3,278 |
Excess tax benefits | 67 |  |  | — |  |  | 67 |
Deferred income taxes | 8,537 |  |  | (8,696 | ) |  | (159 | )
Recognition of deferred gain from sale-leaseback transactions | (93 | ) |  | 93 |  |  | — |
Changes in operating assets and liabilities: |  |  |  |  |
Accounts receivable | (5,290 | ) |  | (42 | ) |  | (5,332 | )
Finance receivables, net | 7,958 |  |  | (626 | ) |  | 7,332 |
Inventory, net | (5,822 | ) |  | (1,793 | ) |  | (7,615 | )
Prepaid expenses and other current assets | (606 | ) |  | 604 |  |  | (2 | )
Accounts payable and accrued expenses | 6,950 |  |  | 754 |  |  | 7,704 |
Deferred revenue | — |  |  | 570 |  |  | 570 |
Income taxes payable | 40 |  |  | (80 | ) |  | (40 | )
Net cash provided by operating activities | 4,138 |  |  | (2,229 | ) |  | 1,909 |
INVESTING ACTIVITIES: |  |  |  |  |
Purchase of property and equipment, including rentals | (1,767 | ) |  | 33 |  |  | (1,734 | )
Proceeds from sale of property and equipment, including rentals | 157 |  |  | — |  |  | 157 |
Cash paid for acquisitions, net of cash acquired | (65,181 | ) |  | — |  |  | (65,181 | )
Net cash used in investing activities | (66,791 | ) |  | 33 |  |  | (66,758 | )
FINANCING ACTIVITIES: |  |  |  |  |
Proceeds from transfer of finance receivables | — |  |  | 1,075 |  |  | 1,075 |
Payment of debt issuance costs | (445 | ) |  | — |  |  | (445 | )
Proceeds from issuance of long-term debt | 25,100 |  |  | — |  |  | 25,100 |
Proceeds from revolving credit facility | 10,000 |  |  | — |  |  | 10,000 |
Issuance of common stock in public offering, net | 39,888 |  |  | — |  |  | 39,888 |
Repayment of line of credit | — |  |  | (7,111 | ) |  | (7,111 | )
Repayment of capital lease obligations and long-term debt | (9,249 | ) |  | 8,206 |  |  | (1,043 | )
Net cash provided by financing activities | 65,294 |  |  | 2,170 |  |  | 67,464 |
Net increase in cash and cash equivalents | 2,641 |  |  | (26 | ) |  | 2,615 |
Cash and cash equivalents at beginning of year | 12,745 |  |  | — |  |  | 12,745 |
Cash and cash equivalents at end of period | $ | 15,386 |  |  | $ | (26 | ) |  | $ | 15,360 |

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- Definition The entire disclosure for reporting accounting changes and error corrections. It includes the conveyance of information necessary for a user of the Company's financial information to understand all aspects and required disclosure information concerning all changes and error corrections reported in the Company's financial statements for the period. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 250 -URI http://asc.fasb.org/topic&trid=2122394 + Details
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