DEBT AND OTHER FINANCING ARRANGEMENTS

12 Months Ended

Jun. 30, 2020

The Company's debt and other financing arrangements as of June 30, 2020 and 2019 consisted of the following:



	As of June 30,
($ in thousands)	2020			2019

2020 Antara Term Facility	$	15,000		$	—
2018 JPMorgan Revolving Credit Facility	$	—		$	10,000
2018 JPMorgan Term Loan	—			1,458
Other, including finance lease obligations	3,358			1,323
Less: unamortized issuance costs and debt discount	(2,595		)	(8		)
Total	15,763			12,773
Less: debt and other financing arrangements, current	(3,328		)	(12,497		)
Debt and other financing arrangements, noncurrent	$	12,435		$	276

Details of interest expense presented on the Consolidated Statements of Operations are as follows:



	Year ended June 30,
($ in thousands)	2020		2019		2018
2020 Antara Term Facility	$	1,218	$	—	$	—
Heritage Line of Credit	$	—	$	—	$	203
2018 JPMorgan Revolving Credit Facility	303		658		449
2018 JPMorgan Term Loan	160		1,232		892
Other interest expense	916		1,102		1,561
Total interest expense	$	2,597	$	2,992	$	3,105

Term Facility with Antara

On October 9, 2019, the Company entered into a commitment letter with Antara Capital Master Fund LP (“Antara”), pursuant to which Antara committed to extend to the Company a $30.0 million senior secured term loan facility (“2020 Antara Term Facility”). On October 31, 2019, the Company entered into a Financing Agreement with Antara to draw $15.0 million on the 2020 Antara Term Facility and agreed to draw an additional $15.0 million at any time between July 31, 2020 and April 30, 2021, subject to the terms of the Financing Agreement. If the Company fails to make the subsequent draw on the Term Facility by April 30, 2021, the Company shall pay Antara a commitment termination fee equal to 3% of the subsequent draw commitment. The outstanding amount of the draws under the 2020 Antara Term Facility bore interest at 9.75% per annum, payable monthly in arrears. The proceeds of the initial draw were used to repay the outstanding balance of the 2018 Revolving Credit Facility (as defined below) due to JPMorgan. in the amount of $10.1 million, including accrued interest, and to pay transaction expenses. As of June 30, 2020, the Company was in compliance with its capital expenditures financial covenant. As of June 30, 2020, the Company was not in

compliance with the minimum fixed charge coverage ratio and the minimum consolidated EBITDA of its 2020 Antara Term Facility.

As discussed in Note 14, on October 9, 2019, the Company also sold shares of the Company’s common stock to Antara at a price below market value. Since the 2020 Antara Term Facility and equity issuance were negotiated in contemplation of each other and executed within a short period of time, the Company evaluated the debt and equity financing as a combined arrangement, and estimated the fair values of the debt and equity components to allocate the proceeds, net of the registration rights agreement liability (Note 14) on a relative fair value basis between the debt and equity components. The non-lender fees incurred to establish the debt and equity financing arrangement were allocated to the debt and equity components on a relative fair value basis and capitalized on the Company’s balance sheet. $0.9 million was allocated to debt issuance costs and $0.1 million was allocated to debt commitment fees. The 2020 Antara Term Facility agreement also contained a mandatory prepayment feature that was determined to be an embedded derivative, requiring bifurcation and fair value recognition for the derivative liability. The allocation of the proceeds to the debt component and the bifurcation of the embedded derivative liability resulted in a $2.1 million debt discount.

The Company would incur a prepayment premium of 5% of the principal balance if prepaid on or prior to December 31, 2020. As of June 30, 2020, the Company intended to prepay the principal amount outstanding on the 2020 Antara Term Facility. The Company recorded a liability for the commitment termination fee and prepayment premium for $1.2 million as of June 30, 2020. The Company classified the commitment termination fee and prepayment premium as current liabilities as of June 30, 2020. See Note 13 for additional information about the prepayment feature that was determined to be an embedded derivative. In addition, all of the Company's unamortized issuance costs and debt discount related to the 2020 Antara Term Facility will be recognized as interest expense during the fiscal quarter ended September 30, 2020, which as of June 30, 2020 was $2.6 million. On August 14, 2020, the Company repaid all amounts outstanding under the 2020 Antara Term Facility and entered into the 2021 JPMorgan Credit Agreement”) with JPMorgan. See Note 21 for additional information about the 2021 JPMorgan Credit Agreement.

Revolving Credit Facility and Term Loan with JPMorgan Chase

On November 9, 2017, in connection with the acquisition of Cantaloupe, the Company entered into a five year credit agreement among the Company, as the borrower, its subsidiaries, as guarantors, and JPMorgan, as the lender and administrative agent for the lender (the “Lender”), pursuant to which the Lender (i) made a $25 million term loan (“2018 JPMorgan Term Loan”) to the Company and (ii) provided the Company with a line of credit (“2018 JPMorgan Revolving Credit Facility”) under which the Company may borrow revolving credit loans in an aggregate principal amount not to exceed $12.5 million at any time.

The proceeds of the 2018 JPMorgan Term Loan and borrowings under the 2018 JPMorgan Revolving Credit Facility, in an aggregate principal amount equal to $35.0 million, were used by the Company to finance a portion of the purchase price for the acquisition of Cantaloupe ($27.8 million) and repay existing indebtedness to Heritage Bank of Commerce ($7.2 million). All advances under the 2018 JPMorgan Revolving Credit Facility and all other obligations were required to be paid in full at maturity on November 9, 2022.

Loans under the five year credit agreement bore interest, at the Company's option, by reference to a base rate or a rate based on LIBOR, in either case, plus an applicable margin determined quarterly based on the Company's total leverage ratio as of the last day of each fiscal quarter. The applicable interest rate on the loans for the year to date ended October 31, 2019 was LIBOR plus 4%. The 2018 JPMorgan Term Loan and 2018 JPMorgan Revolving Credit Facility contained customary representations and warranties and affirmative and negative covenants and required the Company to maintain a minimum quarterly total leverage ratio and fixed charge coverage ratio. The 2018 JPMorgan Term Loan and 2018 JPMorgan Revolving Credit Facility also required the Company to furnish various financial information on a quarterly and annual basis. As of June 30, 2019, the Company was not in compliance with the fixed charge coverage ratio and the total leverage ratio, which represented an event of default under the credit agreement and the Company classified all amounts outstanding under the 2018 JPMorgan Term Loan and 2018 JPMorgan Revolving Credit Facility as current liabilities as of June 30, 2019.

Due to the Company's delay in filing its periodic reports, between September 28, 2018, and September 30, 2019, the parties entered into various agreements to provide for the extension of the delivery of the Company’s financial information required under the terms of the credit agreement. In connection with these agreements, the Company incurred extension fees due to the lender, totaling $0.2 million, between September 28, 2018 and September 30, 2019. Additionally, during the quarter ended March 31, 2019, the Company prepaid $20.0 million of the balance outstanding under the 2018 JPMorgan Term Loan, and on September 30, 2019, the Company prepaid the remaining principal balance of the 2018 JPMorgan Term Loan of $1.5 million and agreed to permanently reduce the amount available under the 2018 JPMorgan Revolving Credit Facility to $10 million which represented the outstanding balance on the date thereof. On October 31, 2019, the Company repaid the outstanding balance on the 2018 JPMorgan Revolving Credit Facility.

Heritage Line of Credit

In March 2016, the Company entered into a Loan and Security Agreement with Heritage Bank of Commerce (“Heritage Bank”), providing for a secured revolving line of credit in an amount of up to $12.0 million (the “Heritage Line of Credit”) at an interest rate calculated based on the Federal Reserve’s Prime plus 2.25%. On November 9, 2017, the Company paid all amounts due on the Loan and Security Agreement with Heritage Bank of Commerce. The Company recorded a charge of $0.1 million to write-off any remaining debt issuance costs related to the Heritage Line of Credit to interest expense in the quarter ending December 31, 2017. Pursuant to such payment, all commitments of Heritage Bank of Commerce were terminated, and the Heritage Loan and Security Agreement was terminated.

Other Long-Term Borrowings

In connection with the acquisition of Cantaloupe, the Company assumed debt of $1.8 million with an outstanding balance of $0.2 million and $0.8 million as of June 30, 2020 and 2019, respectively, comprised of; (1) $0.2 million of promissory notes as of June 30, 2019 bearing an interest rate of 5% that matured on April 5, 2020, (2) $0.2 million and $0.4 million of promissory notes as of June 30, 2020 and 2019 bearing an interest rate of 10% and maturing on April 1, 2021 with principal and interest payments due quarterly and (3) $0.1 million of promissory notes as of June 30, 2019 bearing an interest rate of 12% that matured on December 15, 2019.

In the fourth quarter of fiscal year 2020, we received loan proceeds of approximately $3.1 million (the “PPP Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration (the “SBA”). We intend to use the PPP Loan in accordance with the provisions of the CARES Act. The loan bears a fixed interest rate of 1% over a two year term from the approval date of April 28, 2020. The application for these funds required the Company to, in good faith, to certify that the current economic uncertainty caused by COVID-19 made the loan request necessary to support the ongoing operations of the Company. This certification further required the Company to take into account our current business activity and our ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The receipt of these funds, and the forgiveness of the loan attendant to these funds, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on our future adherence to the forgiveness criteria.

The expected maturities associated with the Company’s outstanding debt and other financing arrangements (excluding finance lease obligations) as of June 30, 2020, were as follows:



2021	$	4,486
2022	10
2023	3
2024	—
2025	15,000
Thereafter	—
	$	19,499